Exhibit 10.50
GUARANTY
This
GUARANTY, dated as of January 11, 2005, is given by Smith
& Wesson Holding Corporation, a Nevada corporation, with a
usual place of business at 2100 Roosevelt Avenue, Springfield,
Massachusetts (the “Guarantor”) in favor of Banknorth,
N.A., a national banking association, located at 1441 Main Street,
Springfield, Massachusetts (the “Lender”), to induce
Lender to give, in its discretion, time, credit or other banking
facilities or accommodations to Smith & Wesson Corp. (the
“Borrower”). In consideration of the foregoing,
Guarantor agrees as follows:
1.
Guaranty of Payment and Performance . Guarantor hereby
(jointly and severally with all other guarantors, if any)
guarantees to Lender the full and punctual payment when due
(whether at maturity, by acceleration or otherwise), and the
performance, of all liabilities, agreements and other obligations
of Borrower to Lender of every kind, nature and description
(whether by way of discount, letters of credit, lease, loan,
overdraft or otherwise), whether now existing or hereafter arising,
direct or indirect, absolute or contingent, due or to become due,
secured or unsecured, and including, without limitation, all costs
and expenses incurred by Lender in attempting to collect or enforce
any of the foregoing, (collectively the “Obligations”).
This Guaranty is an absolute, unconditional and continuing guaranty
of the full and punctual payment and performance of the Obligations
and not of their collectibility only and is in no way conditioned
upon any requirement that Lender first attempt to collect any of
the Obligations from Borrower or resort to any security or other
means of obtaining their payment. Guarantor agrees that the
Obligations will be paid and performed strictly in accordance with
their respective terms (as amended from time-to-time) regardless of
any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of Lender
with respect thereto. Should Borrower default in the payment or
performance of any of the Obligations, the liabilities and
obligations of Guarantor hereunder shall become immediately due and
payable to Lender, without demand or notice of any nature, all of
which are expressly waived by Guarantor. Payment and performance by
Guarantor hereunder may be required by Lender on any number of
occasions.
2.
Guarantor’s Further Agreement to Pay . Guarantor
further agrees, as the principal obligor and not as a guarantor
only, to pay to Lender, on demand, all reasonable costs and
expenses (including, without limitation, court costs and reasonable
attorneys’ fees) incurred or expended by Lender in connection
with the Obligations, this Guaranty and the enforcement thereof,
together with interest on all amounts recoverable under this
Guaranty, from the time such amounts become due until payment, at
the rate per annum equal to the highest rate of interest charged
with respect to any of the Obligations.
3.
General Waivers . Guarantor waives: (a) notice of
acceptance hereof by Lender; (b) presentment, demand and protest
with respect to the Obligations and this Guaranty; (c) notice
of Obligations incurred or default upon any of the Obligations, and
all other notices of any kind; (d) all defenses which may be
available by virtue of any statute of limitations, valuation, stay,
moratorium law or other similar law now or hereafter in effect;
(e) any right to require the marshalling of assets of
Borrower; (f) all homestead rights, protections and
exemptions; and (g) all suretyship defenses
1
generally.
4.
Lender’s Freedom to Act . Lender may, without giving
notice to or obtaining the assent of Guarantor and without
relieving Guarantor of any liability hereunder, deal with Borrower
or any other party now or hereafter liable upon any of the
Obligations, in such manner as Lender in its sole discretion deems
appropriate, and in this regard, Guarantor agrees that the
obligations of Guarantor hereunder shall not be released or
discharged, in whole or in part, or otherwise affected by
(a) the failure of Lender to assert any claim or demand or to
enforce any right or remedy against Borrower, (b) any
extensions or renewals of any of the Obligations, (c) any
rescissions, waivers, amendments or modifications of any of the
terms or provisions of any agreement evidencing, securing or
otherwise executed in connection with any of the Obligations,
(d) the substitution or release of any party primarily or
secondarily liable for any of the Obligations, (e) the
adequacy of any rights Lender may have against any collateral or
other means of obtaining repayment of the Obligations, (f) the
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