EXHIBIT
4.2


 


[Face of Note]


 


CUSIP/CINS
                         


 


83/8%
Senior Subordinated Notes due 2011


 




	
  No.     

  	
   

  	
  $                      

  






 


TRUE TEMPER SPORTS, INC.


 


promises to pay to CEDE
& CO. or registered assigns,


 


the principal sum of
                                                                                                              
DOLLARS on September 15, 2011.


 


Interest Payment
Dates:  Interest will be payable
semi-annually in cash in arrears on March 15 and September 15 of each year,
commencing on September 15, 2004


 


Record Dates:  March 1 and September 1


 


Dated:  March 15, 2004


 


	
   

  	
  TRUE TEMPER SPORTS,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  This is one of the
  Notes referred to

  in the within-mentioned Indenture:

  	
   

  
	
   

  	
   

  
	
  THE BANK OF NEW YORK,

  as Trustee

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  
						



 

















 


[Back of Note]


83/8% Senior Subordinated Notes due 2011


 


[Insert the Global Note Legend, if applicable pursuant to
the provisions of the Indenture]


 


[Insert the Private Placement Legend, if applicable pursuant
to the provisions of the Indenture]


 


[Insert
the Temporary Regulation S Global Note Legend, if applicable pursuant to the
provisions of the Indenture]


 


Capitalized terms used
herein have the meanings assigned to them in the Indenture referred to below
unless otherwise indicated.


 


(1) INTEREST. 
True Temper Sports, Inc., a Delaware corporation (the “Company”), promises to pay interest on the
principal amount of this Note at 83/8% per annum from March 15, 2004  until maturity and shall pay the Additional
Interest, if any, payable pursuant to the of the Registration Rights Agreement
referred to below.  The Company will pay
interest and Additional Interest, if any, semi-annually in arrears on March 15
and September 15 of each year, or if any such day is not a Business Day, on the
next succeeding Business Day (each, an “Interest
Payment Date”).  Interest on
the Notes will accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of issuance; provided
that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be September 15, 2004. 
The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from
time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect to the extent lawful; it will pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest, if any, (without regard to
any applicable grace periods) from time to time on demand at the same rate to
the extent lawful.  Interest will be
computed on the basis of a 360-day year of twelve 30-day months.


 


(2) METHOD OF PAYMENT.  The Company will pay interest on the Notes
(except defaulted interest) and Additional Interest, if any, to the Persons who
are registered Holders at the close of business on the March 1 or September 1
next preceding the Interest Payment Date, even if such Notes are canceled after
such record date and on or before such Interest Payment Date, except as
provided in Section 2.12 of the Indenture with respect to defaulted
interest.  The Notes will be payable as
to principal, premium and Additional Interest, if any, and interest at the
office or agency of the Company maintained for such purpose within or without
the City and State of New York, or, at the option of the Company, payment of
interest and Additional Interest, if any, may be made by check mailed to the Holders
at their addresses set forth in the register of Holders; provided that payment by
wire transfer of immediately available funds will be required with respect to
principal of and interest, premium and Additional Interest, if any, on, all
Global Notes and all other Notes the Holders of which will have provided wire
transfer instructions to the Company or the Paying Agent.  Such payment will be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


 


(3) PAYING AGENT AND REGISTRAR.  Initially, The Bank of New York, the Trustee
under the Indenture, will act as Paying Agent and Registrar.  The Company may change any Paying


 

















 


Agent
or Registrar without notice to any Holder. 
The Company or any of its Subsidiaries may act in any such capacity.


 


(4) INDENTURE.  The Company issued the Notes under an Indenture dated as of March
15, 2004 (the “Indenture”) among
the Company, the Guarantors and the Trustee. 
The terms of the Notes include those stated in the Indenture and those
made part of the Indenture by reference to the TIA.  The Notes are subject to all such terms, and Holders are referred
to the Indenture and the TIA for a statement of such terms.  To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. 
The Notes are senior subordinated unsecured obligations of the Company.


 


(5) OPTIONAL REDEMPTION.


 


(a)  Except
as set forth in subparagraphs (b) and (c) of this Paragraph 5, the Company will
not have the option to redeem the Notes prior to March 15, 2008.  On or after March 15, 2008, the Company may
redeem all or a part of the Notes upon not less than 30 nor more than 60 days’
notice, at the redemption prices (expressed as percentages of principal amount)
set forth below plus accrued and unpaid interest and Additional Interest, if
any, on the Notes redeemed to the applicable redemption date, if redeemed
during the twelve-month period beginning on March 15 of the years indicated
below, subject to the rights of Holders on the relevant record date to receive
interest on the relevant interest payment date:


 


	
  Year

  	
   

  	
  Percentage

  	
   

  
	
  2008

  	
   

  	
  104.188

  	
  %

  
	
  2009

  	
   

  	
  102.094

  	
  %

  
	
  20010 and thereafter

  	
   

  	
  100.000

  	
  %

  



 


(b)  Notwithstanding
the provisions of subparagraph (a) of this Paragraph 5, at any time prior to
March 15, 2007, the Company may on any one or more occasions, at its option,
redeem up to 35% of the aggregate principal amount of Notes issued under this
Indenture at a redemption price of 108.375% of the principal amount, plus
accrued and unpaid interest and Additional Interest, if any, thereon to the
redemption date, with the net cash proceeds of one or more Equity Offerings or
a contribution to the Company’s common equity capital made with the net cash
proceeds of a concurrent offering of Capital Stock (other than Disqualified
Stock) of the Company’s direct or indirect parent; provided that at least 65% of the aggregate principal amount
of Notes originally issued under this Indenture (excluding Notes held by the
Company and its Subsidiaries) remains outstanding immediately after the
occurrence of such redemption and the redemption occurs within 90 days of the
date of the closing of Equity Offering or such contribution to the Company’s
common equity capital, as applicable.


 


(c)  Notwithstanding
the provisions of subparagraph (a) of this Paragraph 5, at any time prior to
March 15, 2008, the Company may also redeem all or a part of the Notes upon the
occurrence of a Change of Control, upon not less than 30 nor more than
60 days’ prior notice (but in no event may any such redemption occur more
than 90 days after the occurrence of such Change of Control) mailed by
first-class mail to each Holder’s registered address, at a redemption price
equal to 100% of the principal amount of Notes redeemed plus the Applicable
Premium as of, and accrued and unpaid interest and Additional Interest, if any,
thereon to, the date of redemption (the “Redemption
Date”), subject to the rights of Holders on the relevant record date
to receive interest due on the relevant interest payment date.


 


(d)  Unless
the Company defaults in the payment of the redemption price, interest will
cease to accrue on the Notes or portions thereof called for redemption on the
applicable redemption date.


 

















 


(6) MANDATORY REDEMPTION.


 


The Company is not be
required to make mandatory redemption or sinking fund payments with respect to
the Notes.


 


(7) REPURCHASE AT THE
OPTION OF HOLDER.


 


(a)                                  If there is a Change of Control, the
Company will be required to make an Change of Control Offer to each Holder to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
each Holder’s Notes at a purchase price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest and Additional
Interest, if any, thereon to the Change of Control Payment Date, subject to the
rights of Holders on the relevant record date to receive interest due on the
relevant interest payment date.  Within
60 days following any Change of Control, the Company will mail, or cause to be
mailed, a notice to each Holder setting forth the procedures governing the
Change of Control Offer as required by the Indenture.


 


(b)                                 If the Company or a Restricted
Subsidiary of the Company consummates any Asset Sales within five days of each
date on which the aggregate amount of Excess Proceeds exceeds $15.0 million,
the Company will make an Asset Sale Offer to all Holders and, at the option of
the Company, all holders of other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in the Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets pursuant
to Section 3.09 of the Indenture to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be
purchased out of the Excess Proceeds at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
and Additional Interest, if any, thereon to the Asset Sale Offer Payment Date,
in accordance with the procedures set forth in the Indenture.  To the extent that the aggregate amount of
Notes and other pari passu Indebtedness tendered pursuant to an Asset Sale
Offer is less than the Excess Proceeds, the Company (or such Restricted
Subsidiary) may use such deficiency for any purpose not otherwise prohibited by
the Indenture.  If the aggregate
principal amount of Notes and other pari passu Indebtedness tendered into such
Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall
select the Notes and such other pari passu Indebtedness to be purchased on
a pro rata basis based upon the
principal amount of Notes and such other pari
passu Indebtedness tendered. 
Holders of Notes that are the subject of an offer to purchase will
receive an Asset Sale Offer from the Company prior to any related purchase date
and may elect to have such Notes purchased by completing the form entitled “Option of Holder to Elect Purchase”
attached to the Notes.


 


(8) NOTICE OF REDEMPTION.  Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address, except that
redemption notices may be mailed more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes or a
satisfaction or discharge of the Indenture. 
Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are
to be redeemed.


 


(9) DENOMINATIONS, TRANSFER, EXCHANGE.  The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000.  The transfer of Notes may be registered and
Notes may be exchanged as provided in the Indenture.  The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and


 

















 


transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture.  The
Company need not exchange or register the transfer of any Note or portion of a
Note selected for redemption, except for the unredeemed portion of any Note
being redeemed in part.  Also, the
Company need not exchange or register the transfer of any Notes for a period of
15 days before a selection of Notes to be redeemed or during the period between
a record date and the corresponding Interest Payment Date.


 


(10) PERSONS DEEMED OWNERS.  The registered Holder of a Note may be
treated as its owner for all purposes.


 


(11) AMENDMENT, SUPPLEMENT AND WAIVER.  Subject to certain exceptions, the Indenture
or the Notes or the Note Guarantees may be amended or supplemented with the
consent of the Holders of at least a majority in aggregate principal amount of
the then outstanding Notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for, Notes), and
any existing Default or Event of Default or compliance with any provision of
the Indenture or the Notes or the Note Guarantees may be waived with the
consent of the Holders of a majority in aggregate principal amount of the then
outstanding Notes (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for,
Notes).  Without the consent of any
Holder of a Note, the Indenture or the Notes or the Note Guarantees may be
amended or supplemented to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company’s or a Guarantor’s
obligations to the Holders of the Notes and Note Guarantees by a successor to
the Company or such Guarantor pursuant to Article 5 or Article 11 of the
Indenture to make any change that would provide any additional rights or
benefits to the Holders or that does not adversely affect the legal rights
under the Indenture of any Holder, to comply with the requirements of the SEC
in order to effect or maintain the qualification of the Indenture under the
TIA, to conform the text of the Indenture, the Note Guarantees or the Notes to
any provision of the “Description of Notes” section of the Company’s Offering
Circular dated March 3, 2004, relating to the initial offering of the Notes, to
the extent that such provision in that “Description of Notes” was intended to
be a verbatim recitation of a provision of the Indenture, the Note Guarantees
or the Notes, to provide for the issuance of Additional Notes in accordance
with the limitations set forth in the Indenture or to allow any Guarantor to
execute a supplemental indenture to the Indenture and/or a Note Guarantee with
respect to the Notes.


 


(12) DEFAULTS AND REMEDIES.  Events of Default include:  (i) default for 30 days in the payment when
due of interest on, or Additional Interest, if any, with respect to the Notes,
whether or not prohibited by the subordination provisions of the Indenture;
(ii) default in the payment when due of the principal of, or premium, if any,
on, the Notes when the same becomes due (at maturity, upon redemption or
otherwise) of principal of, or premium, if any, on the Notes, whether or not
prohibited by the subordination provisions of the Indenture, (iii) failure by
the Company or any of its Restricted Subsidiaries to comply with Section 4.15
Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to
comply with Sections 4.07, 4.09 or 4.10 of the Indenture for 30 days after the
Company receives written notice specifying such failure from the Trustee or the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding; (v) failure by the Company or any of its Restricted Subsidiaries
to comply with any of the other agreements in the Indenture for 60 days after
the Company receives written notice specifying such failure from the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes then outstanding;
(vi) default under certain other agreements relating to Indebtedness of the
Company which default results in the acceleration of such Indebtedness prior to
its express maturity; (vii) certain final judgments for the payment of money
that remain


 

















 


undischarged for a
period of 60 days; (viii) certain events of bankruptcy or insolvency with
respect to the Company or any of its Restricted Subsidiaries that is a
Significant Subsidiary of the Company; and (ix) except as permitted by the
Indenture, any Note Guarantee of any Significant Subsidiary of the Company is
held in any judicial proceeding to be unenforceable or invalid or ceases for
any reason to be in full force and effect or any Significant Subsidiary of the
Company which is a Guarantor denies or disaffirms its obligations under such
Guarantor’s Note Guarantee.  If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately by delivery of written
notice thereof to the Company; provided
that so long as any Indebtedness permitted to be incurred pursuant to the
Credit Agreement is outstanding, such acceleration will not be effective until
the earlier of (1) the acceleration of such Indebtedness under the Credit
Agreement or (2) five business days after receipt by the Company and the
administrative agent under the Credit Agreement of written notices of such
acceleration.  Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Notes will become due and payable
immediately without further action or notice. 
Holders may not enforce the Indenture or the Notes except as provided in
the Indenture.  Subject to certain
limitations, Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.  The Trustee may withhold from Holders notice
of any continuing Default or Event of Default (except a Default or Event of
Default relating to the payment of principal or interest or premium or
Additional Interest, if any,) if it determines that withholding notice is in
their interest.  The Holders of a
majority in aggregate principal amount of the then outstanding Notes by notice
to the Trustee may, on behalf of the Holders of all of the Notes, rescind an
acceleration and its consequences or waive any existing Default or Event of
Default and its consequences under the Indenture except a continuing Default or
Event of Default in the payment of interest or premium or Additional Interest,
if any, on, or the principal of, the Notes. 
The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required, upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.


 


(13) SUBORDINATION.  Payment
of principal, interest and premium and Additional Interest, if any, on the
Notes is subordinated to the prior payment of Senior Debt on the terms provided
in the Indenture.


 


(14) TRUSTEE DEALINGS WITH COMPANY.  Subject to the TIA and the Indenture, the
Trustee, in its individual or any other capacity, may make loans to, accept
deposits from, and perform services for the Company or its Affiliates, and may
otherwise deal with the Company or its Affiliates, as if it were not the
Trustee.


 


(15) NO RECOURSE AGAINST OTHERS.  No past, present or future director,
officer, employee, incorporator or stockholder of the Company or any Guarantor,
as such, will have any liability for any obligations of the Company or the
Guarantors under the Notes, the Indenture, the Note Guarantees or for any claim
based on, in respect of, or by reason of, such obligations or their
creation.  Each Holder by accepting a
Note waives and releases all such liability. 
The waiver and release are part of the consideration for the issuance of
the Notes.


 


(16) AUTHENTICATION.  This Note will not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.


 


(17) ABBREVIATIONS.  Customary abbreviations may be used in the name of a Holder or an
assignee, such as:  TEN COM (= tenants
in common), TEN ENT (= tenants by the entireties),


 

















 


JT TEN (= joint
tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


(18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL
NOTES AND RESTRICTED DEFINITIVE NOTES.  In addition to the rights provided to Holders under the
Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes
originally issued on the date of the Indenture will have all the rights set forth
in the Registration Rights Agreement dated as of March 15, 2004, among the
Company, the Guarantors and the other parties named on the signature pages
thereof or, in the case of Additional Notes, Holders of Restricted Global Notes
and Restricted Definitive Notes will have the rights set forth in one or more
registration rights agreements, if any, among the Company, the Guarantors and
the other parties thereto, relating to rights given by the Company and the
Guarantors to the purchasers of any Additional Notes.


 


(19) CUSIP NUMBERS.  Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP
numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices
of redemption as a convenience to Holders. 
No representation is made as to the accuracy of such numbers either as
printed on the Notes or as contained in any notice of redemption, and reliance
may be placed only on the other identification numbers placed thereon.


 


(20) GOVERNING LAW.  THE INTERNAL LAW OF THE
STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE
AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.


 


The Company will furnish
to any Holder upon written request and without charge a copy of the Indenture
and/or the Registration Rights Agreement. 
Requests may be made to:


 


True Temper Sports, Inc.


8275 Tournament Drive, Suite 200


Memphis, Tennessee 38125


Facsimile No.: (901) 746-2162


Attention: Chief
Financial Officer


 

















 


ASSIGNMENT FORM


 


To assign this Note, fill
in the form below:


 




	
  (I) or (we) assign and
  transfer this Note
  to:                                                                                                                                                  

  
	
   

  	
  (Insert assignee’s
  legal name)

  
	
   

  
	
   

  
	
  (Insert assignee’s soc.
  sec. or tax I.D. no.)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  (Print or type
  assignee’s name, address and zip code)

  






 


and irrevocably
appoint                                                                                                                    to
transfer this Note on the books of the Company.  The agent may substitute another to act for him.


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  
	
   

  
	
  Signature
  Guarantee*:  

  	
   

  	
   

  
								



 












*                                         Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


 

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to
have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the
Indenture, check the appropriate box below:


 


Section 4.10                                Section
4.15


 


If you want to elect to
have only part of the Note purchased by the Company pursuant to Section 4.10 or
Section 4.15 of the Indenture, state the amount you elect to have purchased:


 


$                     


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

  	
  (Sign exactly as your name appears on the face of
  this Note)

  
	
   

  	
   

  
	
   

  	
  Tax Identification No.:

  	
                  

  
							



 


 


Signature
Guarantee*:  _________________________


 












*                                         Participant
in a recognized Signature Guarantee Medallion Program (or other signature
guarantor acceptable to the Trustee).


 

















 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE
*


 


The following exchanges
of a part of this Global Note for an interest in another Global Note or for a
Definitive Note, or exchanges of a part of another Global Note or Definitive
Note for an interest in this Global Note, have been made:


 


 


	
  Date of Exchange

  	
   

  	
  Amount of decrease in

  Principal Amount

  of this Global Note

  	
   

  	
  Amount of increase in

  Principal Amount

  of this Global Note

  	
   

  	
  Principal Amount

  of this Global Note

  following such

  decrease

  (or increase)

  	
   

  	
  Signature of authorized

  officer of Trustee or

  Custodian

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 












*                 This
schedule should be included only if the Note is issued in global form.