EXHIBIT 10.1


 


CONFIDENTIAL
TREATMENT


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been omitted which is the subject of a confidential treatment request.  This text has been separately filed with the
SEC.


 


FORBEARANCE AGREEMENT


 


THIS
FORBEARANCE AGREEMENT (this “Agreement”)
is entered into as of March 16, 2009 among TRUE TEMPER CORPORATION, a Delaware
corporation (“Holdings”), TRUE TEMPER
SPORTS, INC., a Delaware corporation (the “Borrower”),
TRUE TEMPER SPORTS-PRC HOLDINGS, INC., a Delaware corporation, EL CAJON
EQUIPMENT CORPORATION, a Delaware corporation (together with Holdings, the
Borrower, True Temper Sports-PRC, Inc., the “Loan
Parties”), CREDIT SUISSE, as administrative agent and collateral
agent (in such capacities, the “Agent”),
and the LENDERS (collectively, the “Lenders”) from
time to time party to that certain AMENDED AND RESTATED CREDIT AGREEMENT, dated
as of March 27, 2006 (amending and restating that certain Credit Agreement
dated as of March 15, 2004) (as otherwise amended, restated, supplemented,
waived or otherwise modified from time to time, the “First
Lien Credit Agreement”). 
All capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to such terms in the First Lien Credit Agreement.


 


RECITALS


 


A.            Holdings, the
Borrower, the Agent and the Lenders have entered into the First Lien Credit
Agreement.


 


B.            An Event of Default has
occurred (or shall occur) under (i) Section 7.01(b) of the First Lien Credit
Agreement as a result of the Loan Parties’ failure to repay any principal of
any Revolving Loan or the reimbursement with respect any L/C Disbursement, (ii)
Section 7.01(d) of the First Lien Credit Agreement as a result of the Loan
Parties’ failure to satisfy (a) Section 6.11 of the First Lien Credit
Agreement, (b) Section 6.12 of the First Lien Credit Agreement, or (c) Section 6.13
of the First Lien Credit Agreement, in each case, with respect to any quarterly
period ending on or before the occurrence of a Forbearance Termination Event, (iii)
Section 7.01(e) of the First Lien Credit Agreement as a result of the Loan
Parties’ failure to deliver (a) an “unqualified” opinion of its accountants
pursuant to Section 5.04(a) of the First Lien Credit Agreement, (b) a
certificate of a Financial Officer pursuant to Section 5.04(c)(iii) of the
First Lien Credit Agreement, or (c) a budget pursuant to Section 5.04(d) of the
First Lien Credit Agreement, and (iv) Sections 7.01(e) and (f) of the First
Lien Credit Agreement as a result of the Loan Parties’ failure to pay (a) any
amounts due under the Second Lien Credit Agreement or the Subordinated Notes
and (b) obligations under or in respect of F/X hedge agreements, in each case,
pursuant to Section 5.03 of the First Lien Credit Agreement (collectively, the “Specified Defaults”).


 


C.            The Loan Parties have
requested that the Agent and the Lenders agree to forbear for the period of
time set forth below from exercising their rights and remedies arising solely
in connection with the Specified Defaults.


 

















 


CONFIDENTIAL
TREATMENT


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SEC.


 


D.            The Agent and the Lenders
have agreed to do so, but only pursuant to the terms and conditions set forth
herein.


 


AGREEMENT


 


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


 


A.            Estoppel, Acknowledgement
and Reaffirmation.  Each Loan
Party hereby acknowledges and agrees that (i) the Specified Defaults currently
exist (or may occur) and have not previously been waived by the Agent or the
Lenders, (ii) the Borrower is indebted and liable to the Lenders in the
aggregate principal amount of approximately $17,000,000 in respect of the
Revolving Loans, $2,150,000 in respect of outstanding Letters of Credit, and in
the aggregate principal amount of approximately $84,732,790 in respect of the
Term Loans, plus interest, fees, expenses (including but not limited to
attorneys’ and financial advisors’ fees that are reimbursable under the First
Lien Credit Agreement), charges and all other obligations incurred in
connection therewith as provided in the First Lien Credit Agreement, and (iii) such
amounts outstanding under the First Lien Credit Agreement constitute valid and
subsisting obligations of the Borrower to the Agent and the Lenders that are
not subject to any credits, offsets, defenses, claims, counterclaims or
adjustments of any kind.  The Loan
Parties hereby (i) acknowledge and affirm their obligations under the
respective Loan Documents to which they are party, (ii) acknowledge and affirm
the liens created and granted by the Loan Parties in the Loan Documents and (iii)
agree that this Agreement shall in no manner adversely affect or impair such
liens.


 


B.            Forbearance.  Subject to the terms and conditions set forth
herein, the Agent and the Lenders hereby agree that, during the Forbearance
Period (as defined below), the Agent and the Lenders shall forbear from
exercising any and all of the rights or remedies available to them under the
Loan Documents or applicable law as a result of the Specified Defaults, but
only to the extent that such rights or remedies arise exclusively as a result
of the existence or continuation of the Specified Defaults; provided, however, that
the Agent and the Lenders shall be free to exercise any or all of their rights
and remedies arising on account of the Specified Defaults at any time upon or
after the occurrence of a Forbearance Termination Event (as defined below); provided further, that except as expressly set forth in this
Agreement, this Agreement shall not operate as a waiver, amendment or
modification of any Loan Document.


 


C.            Forbearance Termination
Events.  In order to preserve the
economic interests of the Lenders, nothing set forth herein or contemplated
hereby is intended to constitute an agreement by the Agent or the Lenders to
forbear from exercising any of the rights or remedies arising from the
Specified Defaults available to them under the Loan Documents or under
applicable law (all of which rights and remedies are hereby expressly reserved
by the Agent and the Lenders) upon or after the occurrence of a Forbearance
Termination Event.  As used herein, a “Forbearance Termination Event” shall
mean the occurrence of any of the following: 
(i) any failure by any Loan Party to comply with any of the material
terms of this Agreement, (ii) any Default or Event of Default under the First
Lien Credit Agreement or any other Loan Document other than the Specified
Defaults, (iii) the commencement of any lawsuit or proceeding, or the 


 

















 


CONFIDENTIAL
TREATMENT


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SEC.


 


exercise
of any remedies with respect to the Collateral, by any of the lenders or the
administrative or collateral agent under the Second Lien Credit Agreement,
dated as of January 22, 2007, among Holdings, Borrower, the lender parties
thereto and Credit Suisse, as administrative agent (as amended, restated,
supplemented, waived or otherwise modified from time to time, the “Second Lien Credit Agreement”), (iv)
the commencement of any lawsuit or proceeding by a holder or holders or on
behalf of the holders of the Subordinated Notes against any of the Loan Parties
to receive payments in connection with such Notes, (v) any payment shall be
made by any Loan Party or any subsidiary of any of them (a) in cash in respect
of any Indebtedness pursuant to the Second Lien Credit Agreement, other than
with respect to reimbursement of out-of-pocket costs and expenses of the
administrative agent under the Second Lien Credit Agreement, (b) in respect of
any Indebtedness pursuant to the Subordinated Notes, (c) to the Sponsor or any
Sponsor Related Parties, whether in respect of dividends or management fees or
for any other purpose; provided, that
the Loan Parties can make payments to the Sponsor or any Sponsor Related
Parties for the reimbursement for expenses up to $5,000 in the aggregate during
the Forbearance Period, (d) to members of any Loan Party’s management of an
extraordinary nature, including, without limitation, bonuses or other forms of
additional cash compensation, or (e) in respect of obligations under or in
respect of any F/X hedge agreement, upon and following the termination of any
such F/X hedge agreement, or (vi) midnight on June 16, 2009.  The period from the date hereof to (but
excluding) the date that a Forbearance Termination Event occurs shall be referred
to as the “Forbearance Period”.


 


D.            Conditions Precedent to
Effectiveness.  This
Agreement shall become effective as of the date hereof (the “Effective Date”) when, and only
when, each of the following conditions shall have been satisfied (it being understood
that the satisfaction of one or more of the following conditions may occur
concurrently with the effectiveness of this Agreement) or waived, as determined
by the Agent, each of the Revolving Credit Lenders and the Required Lenders in
their discretion:


 


1)             Executed Agreement.  The Agent and the Loan Parties shall have
received counterparts of this Agreement duly executed by each of the Loan
Parties, the Agent and each of the Revolving Credit Lenders and the Required
Lenders.


 


2)             Forbearance Fee.  The Borrower shall pay to each of the Lenders
that are party hereto a fee equal to .50% of the outstanding Obligations of
each such Lender under the First Lien Credit Agreement; provided
however that such fee shall be capitalized and added to the
principal amount of each such Lender’s outstanding Loans on the Forbearance
Termination Date.


 


3)             Engagement Letters —
Financial Advisor and Counsel.   The Agent shall have received duly executed
engagement letters (the “Engagement Letters”)
for each of its financial advisor and counsel, respectively, in each case, in
form and substance satisfactory to the Agent. 
The Borrower shall fund a retainer of $125,000 for each of the Agent’s
financial advisor and counsel.


 


4)             Unpaid Fees and Expenses.  The Borrower shall pay to the Agent all
outstanding and unpaid fees and expenses due and payable to the Agent,
including but not 


 

















 


CONFIDENTIAL
TREATMENT


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SEC.


 


limited
to unpaid Administrative Agent Fees pursuant to Section 2.05 of the First Lien
Credit Agreement and, to the extent invoiced, unpaid expenses incurred pursuant
to Section 9.05 of the First Lien Credit Agreement.


 


E.             Representations and
Warranties.  Each Loan
Party hereby represents and warrants to the Lenders that:


 


1)             Upon giving effect to this
Agreement (a) no Default or Event of Default exists (other than the Specified
Defaults) and (b) all of the representations and warranties set forth in the
Loan Documents are true and correct in all material respects as of the date
hereof (except for those that expressly state that they are made as of an
earlier date, in which case they are true and correct as of such earlier date);
and


 


2)             The execution, delivery and
performance by such Loan Party of this Agreement has been duly authorized by
all necessary corporate or other organizational action, and do not and will
not: (a) contravene the terms of any of such person’s organizational documents;
(b) conflict with or result in any breach or contravention of, or result in or
require the creation of any Lien under, or require any payment to be made under
(x) any contractual obligation to which such person is a party or affecting such
person or the properties of such person or any of its subsidiaries or (y) any
order, injunction, writ or decree of any Governmental Authority or any arbitral
award to which such person or its property is subject; or (c) violate any
applicable law.  Each Loan Party and each
subsidiary thereof is in compliance with all contractual obligations referred
to in clause (b)(x), except to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect.  No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any other person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against any of the Loan Parties of this Agreement.


 


F.             Covenants.


 


1)             As partial consideration for
entering into this Agreement, the relevant Loan Parties and the Agent shall on
or before March 25, 2009 enter into deposit account control agreements and
securities account control agreements to provide to the Agent, on behalf of the
Agent and the Lenders, a perfected first priority security interest in and lien
upon all of the Loan Parties’ deposit accounts and securities accounts.


 


2)             The Loan Parties shall
execute and deliver instruments, agreements, and documents and take other
action as may be reasonably required by the Agent to provide the Agent a first
priority security interest in and lien upon the Collateral.


 


3)             At all times during the
Forbearance Period, the Loan Parties shall maintain a minimum available cash
amount of not less than:  (i) with
respect to cash in accounts located in the United States that are subject to
control agreements in favor of the Agent, $6,000,000; and (ii) $7,000,000 in
the aggregate.


 

















 


CONFIDENTIAL
TREATMENT


[***] Indicates that text has
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SEC.


 


4)             The Borrower shall not
permit the net revenues for the periods set forth below to be less than the
amounts set forth opposite such period below:


 


	
  Period

  	
   

  	
  Net Revenues

  	
   

  
	
  March 2009

  	
   

  	
  $

  	
  8,000,000

  	
   

  
	
  March through
  April 2009

  	
   

  	
  [

  	
  ***

  	
  ]

  
	
  March through
  May 2009

  	
   

  	
  [

  	
  ***

  	
  ]

  



 


5)             At all times after the
Effective Date, (i) interest on each Loan shall be payable on the last Business
Day of each month (other than Eurodollar Loans as to which an Interest Period
is still in effect) and (ii) all other amounts owed by the Borrower with
respect to the Obligations (other than Revolving Loans) shall continue to be
paid when due.


 


6)             At all times after the
Effective Date, the Borrower shall pay interest on all amounts outstanding
under the First Lien Credit Agreement at the default rate set forth in Section 2.07
of the First Lien Credit Agreement using the Applicable Margin provided in “Category
1” of such definition.


 


7)             At the end of the Interest
Period for each Eurodollar Borrowing outstanding on the Effective Date, such
Borrowing shall convert into an ABR Borrowing, and at all times after the
Effective Date, the Borrower shall not, and shall no longer have the right to,
convert any ABR Borrowing into a Eurodollar Borrowing or continue any
Eurodollar Borrowing as a Eurodollar Borrowing.


 


8)             During the Forbearance
Period, the Borrower shall continue the retention of Lazard Middle Market LLC
(the “Financial Advisor”) as its
financial advisor.  The Borrower shall
direct the Financial Advisor to cooperate with the Agent and the Lenders,
including sharing certain non-confidential materials, during the Forbearance
Period.


 


9)             During the Forbearance
Period, on or before Wednesday of each week, the Borrower shall deliver to the
Agent and the Lenders a 13-week rolling cash flow forecast which shall detail
all sources and uses of cash on a weekly basis and shall report any variances
from the prior week.  Each Thursday of
each week, the Borrower and the Financial Advisor shall participate on
regularly scheduled conference calls with the Agent and the Lenders to discuss
the 13-week rolling cash flow forecast. 
The Loan Parties shall permit the Agent, the Lenders and their advisors,
on reasonable notice, to visit and inspect their properties (including their
books and records, accounts receivable and inventory, facilities and other
business assets) as often as reasonably requested.


 

















 


CONFIDENTIAL
TREATMENT


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is the subject of a confidential treatment request.  This text has been separately filed with the
SEC.


 


10)           During the Forbearance
Period, within 20 days after the end of each fiscal month, the Borrower shall
provide to the Agent for distribution to each Lender monthly financial
statements as of the close of such fiscal month.


 


11)           At all times after the
Effective Date, the Loan Parties shall provide the Agent and the Lenders and
their respective advisors with reasonable access to the Loan Parties and the
Financial Advisor as often as may be reasonably requested of the Loan Parties
and the Financial Advisor, as applicable.


 


12)           The Borrower agrees to
comply with the following milestones:


 


i.      On or before April 10, 2009,
the Borrower shall deliver (or cause the Financial Advisor to deliver) to the
Agent for distribution to each Lender a revised 2009-2013 business plan;


 


ii.             On or before April
10, 2009, the Borrower shall deliver to the Agent for distribution to each
Lender a completed collateral certificate, in a form to be agreed upon by the
Agent and the Loan Parties, with respect to the Loan Parties;


 


iii.          On or before April
30, 2009, the Borrower shall deliver (or cause the Financial Advisor to
deliver) to the Agent for distribution to each Lender a comprehensive
financial and operational restructuring
plan (“Financial
and Operational Plan”), including, without limitation, a review
of financial alternatives available to the Borrower.  The Financial and Operational Plan shall
include, without limitation, a sensitivity analysis with projection scenarios
to address potential deterioration or improvement in business trends; and


 


iv.          On or before May 20, 2009, the Borrower
shall deliver (or cause the Financial Advisor to deliver) to the Agent for
distribution to each Lender a plan describing a financial restructuring of the Loan Parties, and the
means by which such plan will be implemented (the “Restructuring Plan”).  [


 


 


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CONFIDENTIAL
TREATMENT


[***] Indicates that text has been omitted which
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SEC.


 


G.            Release.  In partial consideration of the Agent and the
Lenders’ willingness to enter into this Agreement, each of the Loan Parties
hereby releases the Lenders, the Agent and the Lenders’ and the Agent’s
officers, affiliates, employees, representatives, agents, financial advisors,
counsel and directors from any and all actions, causes of action, claims,
demands, damages and liabilities of whatever kind or nature, in law or in
equity, now known or unknown, suspected or unsuspected to the extent that any
of the foregoing arises from any action or failure to act in connection with
the Loan Documents on or prior to the date hereof.


 


H.            Counterparts/Telecopy.  This Agreement 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 instrument.  Delivery of executed counterparts by telecopy
or electronic mail shall be effective as an original.


 


I.              GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED IN ALL
RESPECTS BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF
LAWS.


 


J.             Entirety.  This
Agreement and the other Loan Documents embody the entire agreement between the
parties and supersede all prior agreements and understandings, if any, relating
to the subject matter hereof.  This
Agreement, together with the other Loan Documents represent the final agreement
between the parties and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements of the parties.  There are no oral agreements between the
parties.  In the event there is a
conflict between this Agreement and the other Loan Documents, this Agreement
shall control.


 


K.            Acknowledgment of Guarantors.  The Guarantors acknowledge and consent to all
of the terms and conditions of this Agreement and agree that this Agreement and
any documents executed in connection herewith do not operate to reduce or
discharge the Guarantors’ obligations under the First Lien Credit Agreement or
the other Loan Documents.


 


L.             Severability of Provisions. 
Each provision of this Agreement shall be severable from every other
provision of this Agreement for the purpose of determining the legal
enforceability of any specific provision.


 


M.           Successors and Assigns.  This
Agreement shall be binding upon and inure to the benefit of each of the parties
and their respective successors and assigns.


 


N.            Loan Document.  This Agreement is a Loan Document for all
purposes.


 

















 


CONFIDENTIAL
TREATMENT


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SEC.


 


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


 


	
   

  	
  TRUE
  TEMPER CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUE
  TEMPER SPORTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUE
  TEMPER SPORTS — PRC HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EL
  CAJON EQUIPMENT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


CONFIDENTIAL
TREATMENT


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is the subject of a confidential treatment request.  This text has been separately filed with the
SEC.


 


	
   

  	
  CREDIT
  SUISSE, CAYMAN ISLANDS BRANCH

  as Administrative Agent, Collateral Agent,

  Revolving Credit Lender and Term Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


CONFIDENTIAL
TREATMENT


[***] Indicates that text has been omitted which
is the subject of a confidential treatment request.  This text has been separately filed with the
SEC.


 


	
   

  	
  LENDER

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title: