OPERATING COMPANIES GUARANTY

Exhibit 10.66

OPERATING COMPANIES GUARANTY

      THIS GUARANTY (as amended, restated, supplemented or otherwise modified from time to time, this “ Agreement ”), dated as of November 30, 2007, is made by and among Smith & Wesson Corp., a Delaware corporation (“ S&W Corp. ”), Thompson/Center Arms Company, Inc., a New Hampshire corporation (“ TCAC ”), and those additional entities that hereafter become guarantors hereunder by executing a joinder agreement substantially in the form of Exhibit A hereto (each a “ Guarantor ” and collectively the “ Guarantors ”), and Toronto Dominion (Texas) LLC, as administrative agent (in such capacity, the “ Administrative Agent ”) for the Secured Parties (as defined in the Credit Agreement referred to below).

     Reference is made to that certain Credit Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”) , among Smith &Wesson Holdings Corporation, a Nevada corporation (“ Holdings ”), S&W Corp., TCAC (Holdings, S&W Corp. and TCAC are, individually, “ Borrower ”, and collectively, “ Borrowers ”), the lenders party from time to time party thereto (the “ Lenders ”), and the Administrative Agent. Capitalized terms used and not defined herein are used with the meanings assigned to such terms in the Credit Agreement.

     The Lenders have agreed to make Loans and grant financial accommodations to one or more of the Borrowers, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement. Each Guarantor acknowledges that it has derived and will derive substantial benefit from the making of the Loans by the Lenders to the Borrowers. As consideration therefor and in order to induce the Lenders to make Loans, each Guarantor is willing to execute this Agreement.

     Accordingly, the parties hereto agree as follows:

     SECTION 1. Guarantee . Each Guarantor unconditionally guarantees, jointly with any other Guarantor of the several Obligations of Holdings under the Credit Agreement and other Loan Documents (“ Holdings’ Obligations ”) and severally, as a primary obligor and not merely as a surety, the due and punctual payment of Holdings’ Obligations. Each Guarantor waives notice of, and hereby consents to any agreements or arrangements whatsoever by the Secured Parties with any other Person pertaining to Holdings’ Obligations, including agreements and arrangements for payment, extension, renewal, subordination, composition, arrangement, discharge or release of the whole or any part of Holdings’ Obligations, or for the discharge or surrender of any or all security, or for the compromise, whether by way of acceptance of part payment or otherwise, and, the same shall in no way impair each Guarantor’s liability hereunder.

     SECTION 2. Holdings’ Obligations Not Waived . To the fullest extent permitted by applicable law, each Guarantor waives presentment to, demand of payment from and protest to Holdings or any other Person of any of Holdings’ Obligations, and also waives notice of acceptance of its guarantee, notice of protest for nonpayment and all other formalities. To the fullest extent permitted by applicable law, the Guarantee of each Guarantor hereunder shall not be affected by (a) the failure of any Loan Party to assert any claim or demand or to enforce or exercise any right or remedy against Holdings or any Guarantor under the provisions of the Credit Agreement, any other Loan Document or otherwise; (b) any extension, renewal or

increase of or in any of Holdings’ Obligations; (c) any rescission, waiver, amendment or modification of, or any release from, any of the terms or provisions of this Agreement, the Credit Agreement, any other Loan Document, any guarantee or any other agreement or instrument, including with respect to any Guarantor under the Loan Documents; (d) the release of (or the failure to perfect a security interest in) any of the security held by or on behalf of the Administrative Agent or any other Secured Party; or (e) the failure or delay of any Secured Party to exercise any right or remedy against Holdings or any Guarantor of Holdings’ Obligations.

     SECTION 3. Security. Each Guarantor authorizes the Administrative Agent to (a) take and hold security for the payment of this Guaranty and Holdings’ Obligations and exchange, enforce, waive and release any such security pursuant to the terms of any other Loan Documents; (b) apply such security and direct the order or manner of sale thereof as it in its sole discretion may determine subject to the terms of any other Loan Documents; and (c) release or substitute any one or more endorsees, other Guarantors or other obligors pursuant to the terms of any other Loan Documents. In no event shall this Section 3 require any Guarantor to grant security, except as required by the terms of the Loan Documents.

     SECTION 4. Guarantee of Payment. Each Guarantor further agrees that its guarantee constitutes a guarantee of payment when due and not of collection and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any of the security held for payment of Holdings’ Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Secured Party in favor of Holdings or any other Person.

     SECTION 5. No Discharge or Diminishment of Guaranty. The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of Holdings’ Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of Holdings’ Obligations, and shall not be subject to any defense (other than a defense of payment) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of Holdings’ Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document, any guarantee or any other agreement or instrument, by any amendment, waiver or modification of any provision of the Credit Agreement or any other Loan Document or other agreement or instrument, by any default, failure or delay, willful or otherwise, in the performance of Holdings’ Obligations, or by any other act, omission or delay to do any other act that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all Holdings’ Obligations) or which would impair or eliminate any right of any Guarantor to subrogation.

     SECTION 6. Defenses Waived. To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of the unenforceability of Holdings’ Obligations or any part thereof from any cause or the cessation from any cause of the liability (other than the final and indefeasible payment in full in cash of Holdings’ Obligations) of

Holdings or any other Person. Subject to the terms of the other Loan Documents, the Administrative Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of Holdings’ Obligations, make any other accommodation with Holdings or any other Guarantor or exercise any other right or remedy available to them against Holdings or any other Guarantor, without affecting or impairing in any way the liability of each Guarantor hereunder except to the extent Holdings’ Obligations have been fully, finally and indefeasibly paid in cash. Each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of each Guarantor against Holdings or any other Guarantor or any security.

     SECTION 7. Agreement to Pay; Subordination. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Party has at law or in equity against each Guarantor by virtue hereof, upon the failure of Holdings or any other Loan Party to pay any Secured Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent or such other Secured Party as designated thereby in cash an amount equal to the unpaid principal amount of such Obligations then due, together with accrued and unpaid interest and fees on such Obligations. Upon payment by each Guarantor of any sums to the Administrative Agent or any Secured Party as provided above, all rights of each Guarantor against Holdings arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all Holdings’ Obligations. In addition, any indebtedness of Holdings or any Subsidiary now or hereafter held by each Guarantor that is required by the Credit Agreement to be subordinated to Holdings’ Obligations is hereby subordinated in right of payment to the prior payment in full of Holdings’ Obligations. If any amount shall be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness at any time when any Secured Obligation then due and owing has not been paid, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Administrative Agent to be credited against the payment of Holdings’ Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

     SECTION 8. General Limitation on Guarantee Obligations . In any action or proceeding involving any state corporate law, or any state, Federal or foreign bankruptcy, i