EXHIBIT
10.1


 


GGEP Management,
L.L.C.


GGEP Management
(Bermuda) Ltd.


c/o Gilbert Global
Equity Capital, L.L.C.


590 Madison
Avenue, 40th Floor


New York, New
York  10022


 


 


March 15, 2004


 


 


True Temper Sports, Inc.


8275 Tournament Drive,
Suite 200


Memphis, TN  38125


 


Ladies and Gentlemen:


 


GGEP Management, L.L.C.
(“GGEP Domestic”) and GGEP Management (Bermuda) Ltd. (together with GGEP
Domestic, “Gilbert”) are pleased to provide certain management and financial
advisory services to True Temper Sports, Inc. (the “Company”), as described
below.  The purpose of this letter
agreement (this “Letter Agreement”) is to confirm our understanding with
respect to our engagement.


 


In consideration of the
mutual promises and covenants set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Gilbert and the Company hereby agree as follows:


 


1.  During the term of our engagement, Gilbert
will provide the Company with (i) financial advice and assistance in connection
with (A) transactions contemplated by that certain Purchase Agreement (the
“Purchase Agreement”), dated as of January 30, 2004, by and among True Temper
Corporation (“TTC”), TTS Holdings LLC (“TTS Holdings”) and certain other
parties, and the related financing transactions (the “Change of Control”) and
(B) any potential future Transaction (as defined below) within the scope of
this Letter Agreement, which may include performing valuation analyses,
searching for a purchaser acceptable to you, coordinating visits of potential
purchasers and assisting you in negotiating the financial aspects of any such
Transaction (the “Transaction Services”) and (ii) general business, financial
and strategic advisory services and financial advisory and operational performance
monitoring services which the Company may reasonably request from time to time
(the “Ongoing Services”).


 


2.  As consideration for the Transaction
Services provided to the Company in respect of the Change of Control, on the
Closing Date (as defined in the Purchase Agreement) thereof, the Company will
pay Gilbert or, at GGEP Domestic’s request, Gilbert’s designee, a transaction
fee in an amount equal to two million five hundred thousand dollars
($2,500,000), together with all


 

















 


fees and expenses of Gilbert incurred in connection with the Change of
Control, to be allocated in accordance with GGEP Domestic’s instructions.


 


3.  If at any time prior to the termination of
this Letter Agreement in accordance with paragraph 7 hereof, the Company
decides to engage the services of a financial advisor in connection with any
material financial or strategic transaction, including, without limitation, (i)
any offering of the securities of the Company, TTC, or any of the Company’s
subsidiaries (each a “Subsidiary”) and (ii) any sale of a majority of the
equity interests in or all or substantially all of the assets of the Company,
TTC or a Subsidiary (each of the foregoing, a “Transaction”), then the Company
will engage Gilbert as such financial advisor.


 


4.  The fee payable to Gilbert, or, at GGEP
Domestic’s request, any designee of Gilbert, in connection with any engagement
pursuant to paragraph 3 hereof shall be not less than 1.25% of the Aggregate
Transaction Value for the Transaction at issue), together with all fees and
expenses of Gilbert incurred in connection with such Transaction.  For purposes hereof, the term “Aggregate
Transaction Value” shall mean (i) with respect to any acquisition of all or a
portion of the Company, TTC or a Subsidiary, an amount equal to the sum of the
fair market value (as determined by Gilbert in good faith) of any securities
issued and any other non-cash consideration delivered and any cash
consideration paid to the Company, TTC or a Subsidiary or any of their
stockholders in connection with the Transaction and the amount of all
indebtedness of the Company, TTC or a Subsidiary that is assumed or acquired by
a purchaser or retired or defeased in connection with the Transaction, (ii)
with respect to any offering of securities by the Company, TTC or a Subsidiary,
the gross proceeds of such offering, or (iii) with respect to any other form of
Transaction, the aggregate value of such Transaction as determined by the
Company and Gilbert in good faith.


 


5.  As consideration for the Ongoing Services
contemplated herein, beginning on [April 1], 2004 and on each July 1, October
1, January 1 and April 1 thereafter, until the termination of this Letter
Agreement in accordance with paragraph 4 hereof, the Company will pay Gilbert
or, at GGEP Domestic’s request, Gilbert’s designee, a maintenance fee equal to
one hundred twenty-five thousand dollars ($125,000), to be allocated in
accordance with GGEP Domestic’s instructions.


 


6.  Upon receipt of and in accordance with each
invoice therefor, the Company shall reimburse Gilbert, or, at GGEP Domestic’s
request, Gilbert’s designee, for all expenses incurred by Gilbert personnel or
personnel serving the Company at Gilbert’s request in connection with (i)
attending meetings of the Board of Directors (including meetings of committees
thereof) of the Company or any of its affiliates and (ii) attending meetings,
functions or events or otherwise undertaking efforts in furtherance of the
business of the Company.


 


7.  The term of this Letter Agreement shall be
five (5) years, commencing on the date hereof, and shall be automatically
extended for additional successive one-year terms thereafter unless GGEP
Domestic notifies the Company in writing prior to any such renewal that the
term shall not be so renewed; provided, however, that this Letter
Agreement shall automatically terminate and be of no further force or effect on
the earlier of (i) such date as TTS Holdings, together with each other fund or
partnership controlled by or under common control with GGEP


 


2

















 


Investments, L.L.C., ceases to own, in the aggregate, at least thirty
percent (30%) of the Common Stock of Holdings originally acquired by them
pursuant to the Purchase Agreement (subject to any splits, combinations,
reclassifications or similar transactions affecting such Common Stock) and (ii)
the date of the Company’s or TTC’s initial public offering.


 


8.  This Letter Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties.


 


9.  This Letter Agreement shall be construed in
accordance with the laws of the State of New York, without regard to the
conflicts of laws principles thereof.


 


10.  No waiver, amendment or other modification
of this Letter Agreement shall be effective unless in writing and signed by
each party hereto.


 


11.  This Letter Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same document.


 


[Signatures page follows]


 


3

















 


This Letter Agreement is
effective as of the date first written above.  
Please confirm that the foregoing correctly sets forth our agreement by
signing and returning to us the enclosed duplicate of this Letter Agreement.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  GGEP MANAGEMENT, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Richard
  W. Gaenzle, Jr.

  	
   

  
	
   

  	
   

  	
  Name: Richard W. Gaenzle, Jr.

  	
   

  
	
   

  	
   

  	
  Title: Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GGEP MANAGEMENT (BERMUDA) LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Richard W. Gaenzle, Jr.

  	
   

  
	
   

  	
   

  	
  Name: Richard W. Gaenzle, Jr.

  
	
   

  	
   

  	
  Title: Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AGREED AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TRUE TEMPER SPORTS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ Fred
  H. Geyer

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Fred H. Geyer

  	
   

  	
   

  
	
   

  	
  Title: Chief Financial Officer