AMENDMENT NO. 1 TO PLEDGE AND
SECURITY AGREEMENT
THIS AMENDMENT NO.
1 TO PLEDGE AND SECURITY AGREEMENT (this “ Amendment
”) is made as of the 31st day of October, 2008, by and among
Smith &Wesson Holding Corporation, a Nevada corporation
(“ Holdings ”), Smith & Wesson Corp., a
Delaware corporation (“ S&W Corp. ”),
Thompson/Center Arms Company, Inc., a New Hampshire corporation
(“ TCAC ”), Thompson Center Holding Corporation,
a Delaware corporation (“ TCHC ”), Fox Ridge
Outfitters, Inc., a New Hampshire corporation (“ Fox
Ridge ”), Bear Lake Holdings, Inc., a Delaware
corporation (“ Bear Lake ”), K.W. Thompson Tool
Company, Inc., a New Hampshire corporation (“ K.W.
Thompson ”), and O.L. Development, Inc., a New Hampshire
corporation (“ O.L. Development ”), as pledgors,
assignors and debtors (Holdings, S&W Corp., TCAC, TCHC, Fox
Ridge, Bear Lake, K.W. Thompson and O.L. Development are,
individually, a “ Pledgor ”, and, collectively,
the “ Pledgors ”), and Toronto Dominion (Texas)
LLC, a Delaware limited liability company, in its capacity as
administrative agent pursuant to the Credit Agreement (as
hereinafter defined), as pledgee, assignee and secured party (in
such capacities and together with any successors and assigns in
such capacity, the “ Administrative Agent
”).
W I T N E S
S E T H T
H A T :
WHEREAS, Holdings,
S&W Corp. and TCAC, as borrowers (collectively, the “
Borrowers ”), the lenders from time to time party
thereto (the “ Lenders ”), and the
Administrative Agent have entered into a Credit Agreement dated as
of November 30, 2007 (the “ Original Credit
Agreement ”); and
WHEREAS, as
security for the Obligations (as defined in the Credit Agreement as
hereinafter defined), the Pledgors and the Administrative Agent
entered into a Pledge and Security Agreement dated as of
November 30, 2007 (the “ Pledge and Security
Agreement ”); and
WHEREAS, the
Borrowers, the Guarantors (as defined in the Credit Agreement as
hereinafter defined), the Lenders, the Administrative Agent, and TD
Bank, N.A., a national banking association, are entering into an
Amendment No. 1 to Credit Agreement and Assignment and
Acceptance of Collateral Documents of even date herewith (the
“ Amendment No. 1 to Credit Agreement ”)
(the Original Credit Agreement, as amended by the Amendment
No. 1 to Credit Agreement, and as the same may be further
amended, restated, supplemented or otherwise modified from time to
time, the “ Credit Agreement ”). Capitalized
terms used and not defined herein are used with the meanings
assigned to such terms in the Credit Agreement; and
WHEREAS, it is a
condition to effectiveness of the Amendment No. 1 to Credit
Agreement that the Pledgors and the Administrative Agent enter into
this Amendment to amend the Pledge and Security Agreement;
and
WHEREAS, the
Pledgors and the Administrative Agent desire to amend the Pledge
and Security Agreement as hereinafter provided.
NOW THEREFORE, in
consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
1.
Recitals . The foregoing recitals are hereby incorporated by
reference herein.
2.
Amendments to Pledge and Security Agreement . The parties
hereto hereby agree that the Pledge and Security Agreement is
hereby amended as follows:
2.1. The following
defined terms are hereby deleted in their entirety from
Section 1.1(b) of Pledge and Security Agreement:
“Copyrights”, “Copyright Security
Agreement”, “Intellectual Property Collateral”,
“Intellectual Property Licenses”,
“Patents”, “Patent Security Agreement”,
“Trademarks” and “Trademark Security
Agreement”, and all references to Copyrights, Copyright
Security Agreement, Intel
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