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EXHIBIT 10.11
AMENDED AND RESTATED REVOLVING LINE OF CREDIT NOTE
$17,000,000.00
November 8, 2006
AFTER DATE, FOR VALUE RECEIVED, 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. (as successor-by-merger to Banknorth, N.A.), a
national banking
association ("Lender"), having a usual place of business at 1441
Main Street,
Springfield, Massachusetts, or order, the maximum principal sum of
Seventeen
Million and 00/100 Dollars ($17,000,000) or so much thereof as may
be advanced,
pursuant to an Amended and Restated Loan and Security Agreement of
even date
herewith (the "Loan Agreement") and incorporated by reference
herein and between
Borrower, Guarantor and Lender. Capitalized terms not defined
herein shall have
the meanings given in the Loan Agreement.
The
principal outstanding shall be repaid, together with interest
thereon
in arrears, calculated daily and payable in accordance with the
terms of the
Loan Agreement on the outstanding and unpaid principal amount of
the Revolving
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.
Subject to the terms and conditions contained in the Loan
Agreement, this
Amended and Restated Revolving Line of Credit Note (this "Note")
shall be repaid
in accordance with the terms of the Loan Agreement. This Note is
the "Revolving
Line Note" referred to in, and is subject to, and entitled to, the
benefits of
the Loan Agreement.
However, nothing herein shall be construed to restrict the Lender,
in its
sole and exclusive discretion, from making advances in excess of
the stated
maximum dollar amount, without requirement of execution of
additional promissory
note(s), or otherwise modifying this Note, and its so doing at any
time, or
times, shall not waive its rights to insist upon strict compliance
with the
terms of this Note, or any other instruments executed in connection
with this
financial transaction, at any other time, and to further rely upon
all
collateral secured to it for satisfaction of all obligations of the
Borrower to
the Lender, without exception.
Borrower agrees that the Lender may, at its reasonable discretion,
make
Borrowings or Loans to the Borrower upon written, authority of any
person
authorized so to act on behalf of the Borrower; may deliver loan
proceeds by
direct deposit to any demand deposit account of the Borrower with
the Lender, or
otherwise, as so directed and that all such Borrowings or Loans as
evidenced
solely by the Lender's books, ledgers and records shall
presumptively represent
binding obligations of the Borrower hereunder.
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Borrower does hereby irrevocably grant to the Lender, full power
and
authority, at its discretion, to debit any deposit account of the
Borrower with
the Lender for the amount of any monthly interest owing on
Borrower's Borrowings
or Loans; for the amount of any principal reduction, or for any
repayment of
obligations due upon Borrower's Borrowings or Loans which the
Lender may
require, all without prior notice, or demand upon the Borrower.
Any
payments received by Lender with respect to this Note shall be
applied
first to any costs, charges, or expenses (including attorney's
fees) due Lender
from the Borrower, second to any unpaid interest hereunder, and
third to the
unpaid principal sum owing under this Note.
The
Borrower acknowledges that this Note is an obligation which is
payable
immediately upon the occurrence of an Event of Default as more
fully described
in the Loan Agreement.
Lender shall have the unrestricted right at any time or from time
to time,
and without Borrower consents, to sell, assign, endorse, or
transfer all or any
portion of its rights and obligations hereunder to one or more
Lenders or other
entities (each an "Assignee"), and Borrower agrees that it shall
execute, or
cause to be executed such documents necessary to effect the
foregoing. In
addition, at the request of Lender and any such Assignee, Borrower
shall issue
one or more new promissory notes, as applicable, to any such
Assignee and, if
Lender has retained any of its rights and obligations hereunder
following such
assignment, to Lender, which new promissory notes shall be issued
in replacement
of, but not in discharge of, the liability evidenced by the note
held by Lender
prior to such assignment and shall reflect the amount of the
respective
commitments and loans held by such Assignee and Lender after giving
effect to
such assignment. Upon the execution and delivery of appropriate
assignment
documentation in connection with such assignment, and the payment
by Assignee of
the purchase price agreed to by Lender and such Assignee, such
Assignee shall be
a party to this Agreement and shall have all of the rights and
obligations of
Lender hereunder (and under any and all other guaranties,
documents, instruments
and agreements executed in connection herewith) to the extent that
such rights
and obligations have been assigned by Lender pursuant to the
assignment
documentation between Lender and Assignee, and Lender shall be
released from its
obligation hereunder and thereunder to a corresponding extent.
Lender shall have the unrestricted right at any time and from time
to time,
and without the consent of or notice to Borrower to grant to one or
more
institutions or other persons (each a "Participant") participating
interests in
Lender's obligations to lend hereunder and/or any or all of the
loans held by
Lender hereunder. In the event of any such grant by Lender of a
participating
interest to a Participant, whether or not upon notice to Borrower,
Lender shall
remain responsible for the performance of i
