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EXHIBIT 10.58(a)




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,
Intellectual Property Collateral, Intellectual Property Licenses, Patents, Patent
Security Agreement, Trademarks and Trademark Security Agreement are hereby deleted
from the Pledge and Security Agreement.




     2.2 The following words are hereby inserted immediately before the period at
the end of the definition of “General Intangibles” appearing in Section 1.1(b) of
the Pledge and Security Agreement: “. . ., and (viii) Goodwill”.




     2.3 The following language is hereby inserted immediately following the last
sentence of the definition of “General Intangibles” appearing in Section 1.1(b) of
the Pledge and Security Agreement:




“Notwithstanding anything in this Agreement or the UCC to the
contrary, General Intangibles shall not include patents, patent
applications and registrations, trademarks, trademark applications
and registrations, copyrights, copyright applications and
registrations, and any rights related to the foregoing.”




     2.4 The definition of “Goodwill” appearing in Section 1.1(b) of the Pledge and
Security Agreement is hereby deleted in its entirety and the following is hereby
inserted in its stead:




“‘Goodwill’ shall mean, collectively, with respect to each Pledgor,
the goodwill connected with such Pledgor’s business including all
goodwill connected with (i) intentionally omitted, (ii) all
know-how, trade secrets, customer and supplier lists, proprietary
information, inventions, methods, procedures, formulae,
descriptions, compositions, technical data, drawings,
specifications, name plates, catalogs, confidential information and
the right to limit the use or disclosure thereof by any person,
pricing and cost information, business and marketing plans and
proposals, consulting agreements, engineering contracts and such
other assets which relate to such goodwill and (iii) all product
lines of such Pledgor’s business. Notwithstanding anything in this
Agreement to the contrary, Goodwill shall not include any goodwill
connected with patents, patent applications and registrations,
trademarks, trademark applications and registrations, copyrights,
copyright applications and registrations, and any rights related to
the foregoing.”




     2.5
Exhibit 4 (Form of Copyright Security Agreement), Exhibit 5 (Form of Patent
Security Agreement) and Exhibit 6 (Form of Trademark Security Agreement) are hereby
deleted in their entirety from the Pledge and Security Agreement.



     3. Representations and Warranties. The representations and warranties contained in
the Pledge and Security Agreement are true and correct on and as of the date of this Amendment as
though made at and as of such date.



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     4. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN
DOCUMENT (AS DEFINED IN THE CREDIT AGREEMENT) OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AMENDMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.



     5. References in Credit Agreement and Other Loan Documents. All references in the
Credit Agreement and the other Loan Documents to the Pledge and Security Agreement are hereby
amended to refer to and include the Pledge and Security Agreement as amended by this Amendment and
all further amendments, modifications, extensions, renewals, supplements and substitutions thereof.



     6. Miscellaneous. This Amendment may be executed in any number of counterparts, which
together shall constitute one instrument, and shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns. Delivery of an executed counterpart of a
signature page of this Amendment by telecopy or in PDF format by electronic mail shall be effective
as delivery of a manually executed counterpart of this Amendment. This Amendment shall be
governed and construed in accordance with the laws of the State of New York, including, but not
limited to, Section 5-1401 of the New York General Obligations Law.



     7. Ratification. Except as amended hereby, the Pledge and Security Agreement shall
remain in full force and effect and is in all other respects ratified and affirmed.



[Signatures Begin on Next Page]




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     IN WITNESS WHEREOF, each of the undersigned has caused this Amendment No. 1 to Pledge and
Security Agreement to be executed and delivered by its duly authorized officer as of the date first
above written.



	 	 	 	 	 
	 	Pledgors:





SMITH & WESSON HOLDING CORPORATION

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 
	 	SMITH & WESSON CORP.

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 
	 	THOMPSON/CENTER ARMS COMPANY, INC.

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 
	 	THOMPSON CENTER HOLDING CORPORATION

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 



[Signatures continued on following pages]




[Signature Page to Amendment No. 1 to Pledge and Security Agreement]





 









 





	 	 	 	 	 
	 	FOX RIDGE OUTFITTERS, INC.

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 
	 	BEAR LAKE HOLDINGS, INC.

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 
	 	K.W. THOMPSON TOOL COMPANY, INC.

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 
	 	O.L. DEVELOPMENT, INC.

 	 
	 	By:  	/s/ Michael F. Golden
 	 
	 	 	Michael F. Golden, President 	 
	 	 	 	 
	 



[Signatures continued on following page]




[Signature Page to Amendment No. 1 to Pledge and Security Agreement]




 









 





	 	 	 	 	 
	 	Administrative Agent:





TORONTO DOMINION (TEXAS) LLC,

as Administrative Agent

 	 
	 	By:  	/s/ Deborah Gravinese
 	 
	 	 	Deborah Gravinese, President 	 
	 	 	 	 
	 



[Signature Page to Amendment No. 1 to Pledge and Security Agreement]