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EXHIBIT 10.33
ACQUISITION LINE OF CREDIT NOTE
$30,000,000.00
November 8, 2006
Springfield, Massachusetts
FOR
VALUE RECEIVED, the undersigned, Smith & Wesson Corp., a
Delaware
corporation having a principal place of business at 2100 Roosevelt
Avenue,
Springfield, Massachusetts (the "Borrower"), promises to pay to the
order, of TD
BankNorth, N.A., a national banking association ("Lender"), having
a usual place
of business at 1441 Main Street, Springfield, Massachusetts, the
principal sum
of Thirty Million and 00/100 Dollars ($30,000,000.00) or the (then)
current
balance of Borrower's outstanding Acquisition Loans made on or
after the date
hereof, as reflected on the books, records and ledgers of the
Lender, as well as
all other obligations of the Borrower which may at any time be due
the Lender
(if such balances or obligations are other than Thirty Million and
00/100
Dollars ($30,000,000.00), together with interest thereon at the
rates
hereinafter provided which shall be due and payable upon the
outstanding
principal balance until paid in full, in accordance with a certain
Amended and
Restated Loan and Security Agreement of even date herewith among
the Borrower,
Smith & Wesson Holding Corporation and the Lender (as
successor-by-merger to
Banknorth, N.A.) (the "Loan Agreement"). Unless otherwise defined
herein,
capitalized terms shall have the meanings ascribed to them in the
Loan
Agreement.
Interest shall be payable in arrears, and shall be calculated daily
and
payable in accordance with the terms of the Loan Agreement on the
outstanding
and unpaid principal amount of Acquisition Loans during the
preceding month at a
rate per annum equal to:
A.
For a Prime Loan, at a rate equal to the Prime Rate in effect from
time
to time, plus the Applicable Margin then in effect with respect to
Prime Loans.
B. For a LIBOR Loan at
a rate equal to the LIBOR Base Rate in effect from
time to time, plus the Applicable Margin then in effect with
respect to LIBOR
Loans.
Prior to the Conversion Date, principal sums advanced under this
Note may
be repaid and reborrowed in accordance with the terms of the Loan
Agreement. No
Borrowing or Loan under this Note shall be made after the
Conversion Date.
Subject to the terms and conditions contained in the Loan
Agreement, this
Acquisition Line of Credit Note shall be repaid in accordance with
the terms of
the Loan Agreement. This Note is the Acquisition Note referred to
in, and is
subject to, and entitled to, the benefits of the Loan Agreement
between Borrower
and Lender. The terms used herein which are defined in the Loan
Agreement shall
have their defined meanings when used herein.
Principal amounts advanced under this Note (the "Acquisition
Loan") shall convert to a principal amortizing loan on November
8,
2008 (the "Conversion Date").
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Commencing one (1) month after the Conversion Date and on the
same day of each succeeding month, the Borrower will repay the
(then)
outstanding principal balance of the Acquisition Loans, together
with
interest thereon, in sixty (60) consecutive monthly installments,
each
of which shall be in an amount consisting of: (x) principal in
an
amount equal to one sixtieth (1/60) of the outstanding balance of
the
Acquisition Loan on the Conversion Date, and (y) accrued interest
then
on the unpaid principal balance of the Acquisition Loans at the
rate(s) then in effect. The entire unpaid principal balance of
the
Acquisition Loan, together with accrued interest thereon shall be
due
and payable on the Acquisition Loan Maturity Date.
All
Acquisition Loans shall be secured by a Lender's security
interest
granted in the Loan Agreement.
Any
payment received more than ten (10) days after its due date shall
be
subject to an additional charge of six percent (6%) of the amount
due.
This
Note and all Acquisition Loans made hereunder shall be in default,
and
all unpaid principal, interest, and other amounts due, shall, at
Lender's
option, be immediately due and payable, without prior notice,
protest, or
demand, upon the occurrence of any one or more of the Events of
Default as
specified in the Loan Agreement. Default upon this Note shall also
operate as a
default upon all other Obligations of Borrower to Lender.
Upon
and during the continuance of an Event of Default (whether or
not
Lender has accelerated payment of the Acquisition Loan or any other
Obligations
hereunder), or after maturity or after judgment has been rendered
on the
Acquisition Loan or any other Obligations hereunder, Borrower's
right to select
pricing options shall cease and the unpaid principal of all
Borrowings and Loans
shall, at the option of Lender, bear interest at the default rate
set forth in
Section 2.14(c) of the Loan Agreement.
Nothing herein shall be construed to restrict the Lender, in its
sole
discretion, from making Borrowings and Loans in excess of the face
amount of
this Note, without requirement of execution of additional notes, or
otherwise
modifying this instrument, and its so doing at any time or times,
shall not
result in a waiver of its rights to insist upon strict compliance
with the terms
of this Note, or any document or instrument granting security to
the Lender or
other instruments executed in connection with this financial
transaction
