SMITH & WESSON HOLDING CORPORATION AND CERTAIN AFFILIATED ENTITIES AMENDMENT NO. 2 TO CREDIT AGREEMENT

Exhibit 10.57

EXECUTION VERSION

SMITH & WESSON HOLDING CORPORATION
AND
CERTAIN AFFILIATED ENTITIES

AMENDMENT NO. 2 TO CREDIT AGREEMENT

     This Amendment No. 2 to Credit Agreement and Assignment and Acceptance of Collateral Documents (this “ Amendment No. 2 ”) dated as of March 12, 2009 (the “ Amendment Date ”), is 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 ”) (Holdings, S&W Corp. and TCAC are hereinafter referred to individually as a “ Borrower ”, and collectively as the “ Borrowers ”, and the Borrowers, TCHC, Fox Ridge, Bear Lake, K.W. Thompson are O.L. Development are hereinafter referred to individually as a “ Credit Party ,” and collectively as the “ Credit Parties ”), the Lenders (as defined below), and TD Bank, N.A., a national banking association (“ TD Bank ”), in its capacity as administrative agent (in such capacity, the “ Administrative Agent ”) for itself and the other lenders party to the Credit Agreement (as defined below) from time to time (the “ Lenders ”).

R E C I T A L S :

     WHEREAS, reference is made to a certain Credit Agreement dated as of November 30, 2007 by and among the Borrowers, the Lenders and the Administrative Agent, as amended by that certain Amendment No. 1 to Credit Agreement and Assignment and Acceptance of Collateral Documents dated as of October 31, 2008 (as amended from time to time, the “ Credit Agreement ”); and

     WHEREAS, the Borrowers, the Administrative Agent and the Lender desire to modify (i) the definition of Applicable Margin and (ii) the Consolidated Leverage Ratio;

     NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

     1.  Recitals . The foregoing recitals are hereby incorporated by reference herein.

     2.  Definitions . Terms defined in the Credit Agreement and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement.

     3.  Amendments to Credit Agreement . The parties hereto hereby agree that, effective on the Effective Date, the Credit Agreement is hereby amended as follows:

     3.1 The definition of “Applicable Margin” appearing in Section 1.01 of the Credit Agreement is hereby deleted in its entirety and the following is hereby inserted in its stead:

     “‘ Applicable Margin ’ means:

     (a) (i) during the period commencing on the date hereof and ending on the date of delivery of the Compliance Certificate for the fiscal quarter ending January 31, 2008, the Applicable Margin for all Loans and unused line fees shall be set at Level 2 on the grid below, and (ii) at all times during each Interest Period thereafter the Applicable Margin as of any date of determination shall be determined based upon the Consolidated Leverage Ratio as of the Determination Date immediately preceding such date as indicated in the following table:

If any Compliance Certificate has not been delivered to the Administrative Agent within the time periods specified in Section 6.01(c), then until the Determination Date, the highest rate set forth above shall apply.”

          3.2 Section 7.12(b) of the Credit Agreement is hereby deleted in its entirety and the following is hereby substituted in its stead:

     “(b) Consolidated Leverage Ratio . The Companies will not permit the Consolidated Leverage Ratio, determined for any Test Period ending on any date during any period set forth below, to be more than the ratio set forth below opposite such period:

          3.3 Schedule 6.12 (Depository Banks) to the Credit Agreement is hereby deleted in its entirety and Schedule 6.12 (Depository Banks) attached hereto is hereby substituted in its stead.

     4.  Representations and Warranties . Each of the Credit Parties, by its execution hereof, jointly and severally represents and warrants as follows:

          4.1. Legal Existence; Organization . Each Credit Party is duly organized and validly existing and in good standing under the laws of the jurisdiction of its organization and under the laws of each other jurisdiction in which it is qualified to do business, with all power and authority (corporate or otherwise) necessary (a) to enter into this Amendment No. 2 (and the attached acknowledgements and consents to which such Credit Party is a party) and the documents executed in connection therewith and to perform all of its obligations hereunder and thereunder and (b) to own its properties and carry on the business now conducted or proposed to be conducted by it.

          4.2. Enforceability . Each Credit Party has taken all action (corporate or otherwise) required to make the provisions of this Amendment No. 2 (and the attached acknowledgements and consents to which such Credit Party is a party) and the documents executed in connection therewith valid and enforceable obligations of such Credit Party, as they purport to be. Each Credit Party has duly authorized, executed and delivered this Amendment No. 2 (and the attached

acknowledgements and consents to which such Credit Party is a party) and the documents executed in connection therewith. This Amendment No. 2