EX-10.104(a)

THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of November 25, 2014 (this “Amendment”) is entered into among SMITH & WESSON HOLDING CORPORATION, a Nevada corporation (the “Company”), SMITH & WESSON CORP., a Delaware corporation (“S&W”, and, together with the Company, the “Borrowers” and, each a “Borrower”), the Guarantors party hereto, the Lenders party hereto, and TD BANK, N.A., as Administrative Agent and Swingline Lender. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

WHEREAS, the Borrowers, the Guarantors, the Lenders and TD Bank, N.A., as Administrative Agent and Swing Line Lender entered into that certain Credit Agreement dated as of August 15, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, the Borrowers have requested certain amendments to the Credit Agreement;

WHEREAS, the Lenders agree to such requested amendments subject to the terms and conditions of this Amendment;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:

(a) The following definition is added in the appropriate alphabetical order to Section 1.01 of the Credit Agreement:

(b) The following definitions in Section 1.01 of the Credit Agreement are amended as follows:

(i) The definition of “Commitment” is amended by amending and restating the last sentence thereof in its entirety to read as follows:

“The Commitment of all of the Lenders as in effect on the First Amendment Effective Date is $125,000,000.”

(ii) The definition of “LIBOR” is amended and restated in its entirety to read as follows:

“LIBOR” means, with respect to any Interest Period, the rate of interest in the applicable currency (rounded upwards, at the Administrative Agent’s option, to the next 100th of one percent) equal to the Intercontinental Exchange Group (or any successor thereto approved by the Administrative Agent if the Intercontinental Exchange Group is no longer making a LIBOR rate available)

LIBOR (“ICE LIBOR”) for such Interest Period as published by Reuters (or such other commercially available source providing quotations of ICE LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 A.M. (London Time) two (2) London Banking Days prior to the first day of such Interest Period; provided, however, if more than one ICE LIBOR is so specified, the applicable rate shall be the arithmetic mean of all such rates. If, for any reason, such rate is not available, the term LIBOR shall mean, with respect to any Interest Period, the rate of interest per annum determined by the Administrative Agent to be the average rate per annum at which deposits in such currency, as applicable, are offered for such Interest Period by major banks in London, England at approximately 11:00 A.M. (London time) two (2) London Banking Days prior to the reset date. Notwithstanding the foregoing, LIBOR Loans shall be deemed to constitute eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefit of credits for proration, exceptions or offsets that may be available from time to time to any Lender. LIBOR shall be adjusted automatically on and as of the effective date of any change in the LIBOR Reserve Percentage for each LIBOR Advance (including conversions, extensions and renewals), to a per annum interest rate determined pursuant to the following formula:

Provided, however, if the LIBOR Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.”

(iii) The definition of “Fee Letter” is amended and restated in its entirety to read as follows:

“Fee Letter” means each of (a) the letter agreement dated August 15, 2013 among the Borrowers, the Administrative Agent and the Arranger and (b) the undated Commitment Letter (delivered as of October 30, 2014) among the Borrowers and the Lenders.”

(c) Section 2.14(a) of the Credit Agreement is amended by deleting the amount “$100,000,000” where it appears therein and substituting in its place the amount “$50,000,000”.

(d) Schedule 2.01 to the Credit Agreement is amended and restated in its entirety to read as Schedule 2.01 attached hereto as Annex A.

(e) Schedule 5.14 to the Credit Agreement is amended and restated in its entirety to read as Schedule 5.14 attached hereto as Annex B.

2. Conditions Precedent. This Amendment shall be effective upon satisfaction of the following conditions precedent, in each case in a manner reasonably satisfactory to the Administrative Agent and each Lender:

(a) Amendment. Receipt by the Administrative Agent of executed counterparts of this Amendment properly executed by a Responsible Officer of each Loan Party and by each Lender.

(b) Opinions of Counsel. Receipt by the Administrative Agent of customary opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the First Amendment Effective Date.

(i) (A) as to each Borrower, a copy of its Organization Documents certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, as applicable, and certified by a secretary or assistant secretary of the Borrower to be true and correct as of the First Amendment Effective Date and (B) as to each other Loan Party, a certification that the copies of such Loan Party’s Organization Documents delivered to the Administrative Agent on August 15, 2013 (or, as to Deep River Plastics, LLC, delivered to the Administrative Agent on February 4, 2014) continue to be true and correct copies of such Organization Documents as of the First Amendment Effective Date;

(ii) such certificates of resolutions or other action satisfactory to the Administrative Agent, including evidencing proper authorization of the transactions contemplated by this Amendment, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and

(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation.

(d) Material Adverse Effect. Since the date of the Audited Financial Statements, there shall not have occurred any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.

(e) Litigation. There is no action, suit, investigation or proceeding pending or, to the knowledge of either Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect.

(f) No Default. No Default shall exist or would result from this Amendment on the First Amendment Effective Date.

(g) Representations and Warranties. The representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document, or which are contained in any document furnished in connection therewith, are true and correct in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty is true and correct in all respects) as of the First Amendment Effective Date with the same effect as if made on and as of the First Amendment Effective Date, except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (other than any representation and warranty that is expressly qualified by materiality, in which case such representation and warranty is true and correct in all respects) as of such earlier date.

(h) Closing Certificate. Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of each Borrower as of the First Amendment Effective Date certifying that the conditions specified in Sections 2(d), 2(e), 2(f), 2(g), and 2(l) have been satisfied as of the First Amendment Effective Date.

(i) Notes. If requested by any Lender in accordance with Section 2.11(a) of the Credit Agreement, the Borrowers shall have executed and delivered a Note to such Lender (through the Administrative Agent) to evidence such Lender’s increased Commitment.

(j) Fees. Receipt by the Administrative Agent and the Lenders of any fees required to be paid on or before the First Amendment Effective Date including, without limitation, any fees required to be paid pursuant to clause (b) of the definition of “Fee Letter”.

(k) Attorney Costs. Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) (but limited to the fees and expenses of one external counsel for the Administrative Agent and, to the extent reasonably necessary, special and one local counsel to the Administrative Agent) to the extent invoiced prior to or on the First Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

(l) Permitted Notes. After giving effect to this Amendment and the incurrence of any Indebtedness under the Credit Agreement, the Indebtedness of the Loan Parties under the Credit Agreement and the Notes does not violate any Permitted Notes Indenture.

(b) Each Loan Party (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge its obligations under the Credit Agreement or the other Loan Documents or any certificates, documents, agreements and instruments executed in connection therewith, and (iii) affirms all of its obligations under the Loan Documents as amended hereby.

(c) Effective as of the First Amendment Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter mean the Credit Agreement as amended by this Amendment.

(d) Each of the Loan Parties hereby represents and warrants to the Administrative Agent and the Loan Parties as follows:

(i) such Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Amendment;

(ii) this Amendment has been duly executed and delivered by such Loan Party and constitutes such Loan Party’s legal, valid and binding obligations, enforceable in accordance

with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity); and

(iii) no consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by any Loan Party of this Amendment.

(e) For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Amendment, the Borrowers and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Credit Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

(f) This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment by telecopy, pdf or other similar electronic transmission shall be effective as an original and shall constitute a representation that an executed original shall be delivered.

(g) THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


BORROWERS

SMITH & WESSON HOLDING CORPORATION

By:		/s/ Jeffrey D. Buchanan
Name:		Jeffrey D. Buchanan
Title:		Executive Vice President, Chief Financial Officer, and Treasurer

SMITH & WESSON CORP.

By:		/s/ Jeffrey D. Buchanan
Name:		Jeffrey D. Buchanan
Title:		Executive Vice President, Chief Financial Officer, and Treasurer


BRANCH BANKING AND TRUST COMPANY

By:		/s/ Tim Wiegand
Name:		Tim Wiegand
Title:		VP


PEOPLE’S UNITED BANK

By:		/s/ Edward S. Borden
Name:		Edward S. Borden
Title:		Senior Vice President


LENDERS:	TD BANK, N.A.,
	as a Lender and Swing Line Lender

	By:	/s/ Maria Goncalves
	Name:	Maria Goncalves
	Title:	Regional Vice President


		GUARANTORS

THOMPSON/CENTER ARMS COMPANY, LLC		SWSS LLC

By:	/s/ Jeffrey D. Buchanan	By:	/s/ Jeffrey D. Buchanan
Name:	Jeffrey D. Buchanan	Name:	Jeffrey D. Buchanan
Title:	Executive Vice President, Chief Financial Officer, and Treasurer	Title:	Executive Vice President, Chief Financial Officer, and Treasurer

SMITH & WESSON DISTRIBUTING, INC.		BEAR LAKE HOLDINGS, LLC

By:	/s/ Jeffrey D. Buchanan	By:	/s/ Jeffrey D. Buchanan
Name:	Jeffrey D. Buchanan	Name:	Jeffrey D. Buchanan
Title:	Executive Vice President, Chief Financial Officer, and Treasurer	Title:	Executive Vice President, Chief Financial Officer, and Treasurer

DEEP RIVER PLASTICS, LLC

By:	/s/ Jeffrey D. Buchanan
Name:	Jeffrey D. Buchanan
Title:	Executive Vice President, Chief Financial Officer, and Treasurer


ADMINISTRATIVE AGENT:	TD BANK, N.A., as Administrative Agent

	By:	/s/ Maria Goncalves
	Name:	Maria Goncalves
	Title:	Regional Vice President