EX-10.10: AMENDMENT NO. 3 TO CREDIT AGREEMENT




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	 Exhibit 10.10
		 PART I
			 DEFINITIONS
		 PART II
			 AMENDMENTS TO CREDIT AGREEMENT
		 PART III
			 CONDITIONS TO EFFECTIVENESS
		 PART IV
			 MISCELLANEOUS
	ANNEX I
		AFFIRMATION AND ACKNOWLEDGMENT
	EX-10.10: AMENDMENT NO. 3 TO CREDIT AGREEMENT
	EX-12.1: COMPUTATION OF RATIO OF EARNINGS








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Exhibit 10.10



[EXECUTION COPY]



AMENDMENT NO. 3 TO CREDIT AGREEMENT


         THIS AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”), dated as
of December 4, 2001, is among True Temper Sports, Inc., a Delaware corporation
(the “Borrower”), the Lenders (as defined below) parties hereto, and Bank One,
NA (formerly known as The First National Bank of Chicago) having its main office
in Chicago, Illinois, as administrative agent (the “Administrative Agent”) for
the Lenders.


W I T N E S S E T H:


         WHEREAS, the Borrower, the various financial institutions parties
thereto (collectively, the “Lenders”), Credit Suisse First Boston (formerly
known as DLJ Capital Funding, Inc.), as the syndication agent, the
Administrative Agent and Donaldson, Lufkin & Jenrette Securities Corporation, as
lead arranger, are parties to a Credit Agreement, dated as of September 30, 1998
(as amended by Amendment No. 1 thereto, dated as of June 11, 1999, by Amendment
No. 2 thereto, dated as of November 17, 2000, and as amended, supplemented,
amended and restated or otherwise modified from time to time, the “Credit
Agreement”);


         WHEREAS, the Borrower desires, and the Lenders are willing, on the
terms and subject to the conditions hereinafter set forth, to amend the Credit
Agreement as set forth herein;


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









PART I


DEFINITIONS


         SUBPART 1.1. Certain Definitions. Unless otherwise defined herein or
the context otherwise requires, terms used in this Amendment, including its
preamble and recitals, have the following meanings (such meanings to be equally
applicable to the singular and plural forms thereof):


         “Administrative Agent” is defined in the preamble.


         “Amendment” is defined in the preamble.


 







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         “Amendment Effective Date” is defined in Subpart 3.1.


         “Borrower” is defined in the preamble.


         “Credit Agreement” is defined in the first recital.


         “Lenders” is defined in the first recital.


         SUBPART 1.2. Other Definitions. Unless otherwise defined herein or the
context otherwise requires, terms used in this Amendment, including its preamble
and recitals, have the meanings ascribed thereto in the Credit Agreement. Each
reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar
reference and each reference to “this Agreement” and each other similar
reference contained in the Credit Agreement shall from and after the Amendment
Effective Date refer to the Credit Agreement, as amended hereby.









PART II


AMENDMENTS TO CREDIT AGREEMENT


         Effective on (and subject to the occurrence of) the Amendment Effective
Date, the Credit Agreement is amended in accordance with this Part II. Except to
the extent amended by this Amendment, the Credit Agreement is and shall continue
to be in full force and effect and is hereby ratified and confirmed in all
respects.


         SUBPART 2.1. Amendments to Article I. Article I of the Credit Agreement
(“DEFINITIONS AND ACCOUNTING TERMS”) is amended as set forth in this Subpart
2.1.


         SUBPART 2.1.1. New Definitions. Section 1.1 of the Credit Agreement
(“Defined Terms”) is hereby amended by inserting the following definitions in
their alphabetically appropriate places:



		
	 	         “Third Amendment” means that certain Amendment No. 3 to Credit
Agreement, dated as of December 4, 2001, among the Borrower, the
Lenders parties thereto, and the Administrative Agent.
	 
	 	         “Third Amendment Effective Date” means the Amendment Effective
Date (as defined in the Third Amendment).



         SUBPART 2.1.2. Modified Definitions. (a) Clause (a) of the definition
of the term “Applicable Margin” appearing in Section 1.1 of the Credit Agreement
(“Defined Terms”) is hereby amended and restated in its entirety to read as
follows:


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	 	         "(a) with respect to the unpaid principal amount of each
Term-B Loan maintained as a (i) Base Rate Loan, 1.75% per annum and
(ii) Eurodollar Loan, 3.00% per annum;”.
	 
	 	         (b) The table set forth at the end of clause (c) of the term
“Applicable Margin” appearing in Section 1.1 of the Credit Agreement
(“Defined Terms”) is hereby amended and restated in its entirety to
read as follows:



“Applicable Margin For Revolving Loans and Term-A Loans




	 	 	 	 	 
	 	 	Applicable	 	Applicable
	 	 	Margin For Base	 	Margin For
	Leverage Ratio	 	Rate Loans	 	Eurodollar Loans
	
	 	
	 	

	greater than or equal to 3.0:1	 	
0.75%
	 	2.00%
	
	
	
	

	less than 3.0:1	 	
0.50%
	 	1.50%”



         SUBPART 2.2. Amendments to Article VII. Article VII of the Credit
Agreement (“COVENANTS”) is hereby amended as set forth in this Subpart 2.2.


         SUBPART 2.2.1. Amendments to Section 7.2.4. (a) Clause (b) of Section
7.2.4 of the Credit Agreement (“Financial Covenants”) is hereby amended by
deleting the table set forth in such clause and inserting the following table in
place thereof to read in its entirety as follows:



	 	 	 	 	 
	" Period	 	Leverage Ratio
	
	 	

	10/1/1998 through 9/30/1999
	 	 	6.50:1.0	 
	
	
	
	

	10/1/1999 through 3/31/2000
	 	 	6.00:1.0	 
	
	
	
	

	4/1/2000 through 9/30/2000
	 	 	5.50:1.0	 
	
	
	
	

	10/1/2000 through 12/31/2000
	 	 	5.25:1.0	 
	
	
	
	

	1/1/2001 through 6/30/2001
	 	 	5.00:1.0	 
	
	
	
	

	7/1/2001 through 9/30/2001
	 	 	4.50:1.0	 
	
	
	
	

	10/1/2001 through 6/30/2002
	 	 	4.00:1.0	 
	
	
	
	

	7/1/2002 through 12/31/2002
	 	 	3.50:1.0	 
	
	
	
	

	1/1/2003 through 12/31/2003
	 	 	3.00:1.0	 
	
	
	
	

	1/1/2004 and thereafter
	 	 	2.50:1.0."	 



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         (b)  Clause (d) of Section 7.2.4 of the Credit Agreement (“Financial
Covenants”) is hereby amended by deleting the table set forth in such clause and
inserting the following table in place thereof to read in its entirety as
follows:



	 	 	 	 	 
	 	 	Fixed Charge
	"Period	 	Coverage Ratio
	
	 	

	10/1/1998 through 12/31/1999
	 	 	1.00:1.0	 
	
	
	
	

	1/1/2000 through 9/30/2001
	 	 	1.10:1.0	 
	
	
	
	

	10/01/01 and thereafter
	 	 	1.25:1.0."	 



         SUBPART 2.2.2. Amendments to Section 7.2.6. Section 7.2.6 of the Credit
Agreement (“Restricted Payments, etc.”) is hereby amended by (i) deleting the
word “and” at the end of clause (d) thereof, (ii) deleting the period (“.”) at
the end of clause (e) thereof and inserting the word “; and” in place thereof
and (iii) inserting a new clause (f) thereto to read in its entirety as follows:



		
	 	         (f) notwithstanding the provisions of clauses (a) and (b)
above, the Borrower shall be permitted to make Restricted Payments in
an amount not to exceed $20,000,000 (exclusive of any fees payable in
connection therewith but inclusive of any premiums paid in connection
therewith) consisting of purchases by the Borrower of its Subordinated
Notes in the aggregate pursuant to an open market repurchase program,
so long as (A) the unused portion of the Revolving Loan Commitment
Amount (net of Letter of Credit Outstandings) available as of the date
of such Restricted Payment (including immediately following such
payment) equals or exceeds $10,000,000 and (B) a chief financial
Authorized Officer of the Borrower shall have delivered a certificate
to the Administrative Agent certifying as to the accuracy of clause (A)
above and certifying that no Default shall have occurred and be
continuing on the date such Restricted Payment is made, nor would a
Default result from the making of such Restricted Payment.



         SUBPART 2.2.3. Amendment to Section 10.11.1. Section 10.11.1 of the
Credit Agreement (“Assignments”) is hereby amended by deleting the word “or”
immediately following clause (i) of the first paragraph of such Section and
inserting a comma (“,”) in place thereof, and by inserting a new clause (iii)
immediately following clause (ii) of the first paragraph of such Section to read
in its entirety as follows:



	 	 	“or (iii) in the case of an assignment of Term-B Loans, the then
remaining amount of such Lender’s Term-B Loans”.



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PART III


CONDITIONS TO EFFECTIVENESS


         SUBPART 3.1. Effective Date. This Amendment shall become effective as
of the date (the “Amendment Effective Date”) when all of the conditions set
forth in this Subpart 3.1 shall have been satisfied.


         SUBPART 3.1.1. Execution of Counterparts. The Administrative Agent
shall have received counterparts of this Amendment duly executed by the
Borrower, the Administrative Agent and the Required Lenders (or evidence thereof
satisfactory to the Administrative Agent). The delivery of an executed
counterpart hereof by the Borrower shall constitute a representation and
warranty by the Borrower that, on the Amendment Effective Date, both before and
after giving effect to this Amendment, all statements set forth in clauses (a),
(b) and (c) of Section 5.2.1 of the Credit Agreement, as amended by this
Amendment, are true and correct as of such date, except to the extent that any
such statement expressly relates to an earlier date (in which case such
statement shall be true and correct on and as of such earlier date).


         SUBPART 3.1.2. Affirmation and Acknowledgment. The Administrative Agent
shall have received executed counterparts of the Affirmation and Acknowledgment,
dated the Amendment Effective Date, substantially in the form of Annex I hereto,
duly executed and delivered by the parties thereto.


         SECTION 3.1.3. Amendment Fees. The Administrative Agent shall have
received, for the account of each Lender signatory hereto prior to or on the
date hereof, an amendment fee equal to .250% of each such Lender’s portion of
the Total Exposure Amount.


         SUBPART 3.1.4. Fees and Expenses. The Borrower hereby agrees to pay and
reimburse (i) Banc One Capital Markets, Inc. (“BOCM”) pursuant to the terms of
that certain Arrangement Fee Letter, dated as of November 15, 2001, by and among
BOCM, the Administrative Agent, and the Borrower and (ii) the Administrative
Agent for all its reasonable fees and expenses incurred in connection with the
negotiation, preparation, execution and delivery of this Amendment and related
documents, including, in each case, all reasonable fees and disbursements of
counsel to the Administrative Agent.


         SUBPART 3.2. Limitation. Except as expressly provided hereby, all of
the representations, warranties, terms, covenants and conditions of the Credit
Agreement and each other Loan Document shall remain unamended and unwaived and
shall continue to be, and shall remain, in full force and effect in accordance
with their respective terms. The amendments, modifications and consents set
forth herein shall be limited precisely as provided for herein, and shall not be
deemed to be a waiver of, amendment of, consent to or modification of any other
term or provision of the Credit Agreement or of any term or provision of any
other Loan Document or other instrument referred to therein or herein, or of any
transaction or further or


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future action on the part of the Borrower or any other Person which would
require the consent of the Administrative Agent, the Issuer or any of the
Lenders under the Credit Agreement or any such other Loan Document or
instrument.









PART IV


MISCELLANEOUS


         SUBPART 4.1. Cross-References. References in this Amendment to any Part
or Subpart are, unless otherwise specified, to such Part or Subpart of this
Amendment. References in this Amendment to any Article or Section are, unless
otherwise specified, to such Article or Section of the Credit Agreement.


         SUBPART 4.2. Loan Document Pursuant to Credit Agreement. This Amendment
is a Loan Document executed pursuant to the Credit Agreement and shall (unless
otherwise expressly indicated therein) be construed, administered and applied in
accordance with the terms and provisions of the Credit Agreement, as amended
hereby, including Article X thereof.


         SUBPART 4.3. Counterparts, etc. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be deemed to be an
original and all of which shall constitute together but one and the same
Agreement.


         SUBPART 4.4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.


         SUBPART 4.5. Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.


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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers hereunto duly authorized as of the day and
year first above written.



	 	 	 	 	 
	 	 	TRUE TEMPER SPORTS, INC.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Title:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	BANK ONE, NA (formerly known as The First

    National Bank of Chicago), as Administrative

    Agent, Issuer and as a Lender
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Title:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	FLEET NATIONAL BANK (formerly known

    as Summit Bank), as a Lender
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Title:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	THE PROVIDENT BANK, as a Lender
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Title:
	
	
	
	

	 	 	 	 	 



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	 	 	VAN KAMPEN PRIME RATE INCOME TRUST,

    as a Lender
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	By: Van Kampen Investment Advisory Corp.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Title:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	VAN KAMPEN SENIOR FLOATING RATE

    FUND, as a Lender
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	By: Van Kampen Investment Advisory Corp.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Title:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	VAN KAMPEN SENIOR INCOME TRUST, as a

    Lender
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	By: Van Kampen Investment Advisory Corp.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Title:
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	VAN KAMPEN CLO I, LIMITED, as a

    Lender
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	By: Van Kampen Management Inc.,

    as collateral manager
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Title:



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ANNEX I



AFFIRMATION AND ACKNOWLEDGMENT



	 	December 4, 2001



The Lenders (as defined below) and

Bank One, N.A. (as successor to

     The First National Bank of Chicago),

     as Administrative Agent for the Lenders

One First National Plaza

Chicago, Illinois 60670-0286


Attention: Jason Rastovski


True Temper Sports, Inc.


Gentlemen and Ladies:


         This affirmation and acknowledgment is delivered to the Administrative
Agent and the Lenders pursuant to Subpart 3.1.2 of Amendment No. 3 to Credit
Agreement, dated as of the date hereof (“Amendment”), among True Temper Sports,
Inc., a Delaware corporation (the “Borrower”), the financial institutions
parties thereto (collectively, the “Lenders”), Credit Suisse First Boston
(formerly known as DLJ Capital Funding, Inc.), as syndication agent for the
Lenders, Bank One, N.A. (formerly known as The First National Bank of Chicago).
     , as administrative agent (the “Administrative Agent”) for the Lenders and
Donaldson, Lufkin & Jenrette Securities Corporation, as Lead Arranger. Reference
is also made to the Credit Agreement, dated as of September 30, 1998 (as amended
by Amendment No. 1 thereto, dated as of June 11, 1999, by Amendment No. 2
thereto, dated as of November 17, 2000, and as amended, supplemented, amended
and restated or otherwise modified through the date hereof, the “Credit
Agreement”), among the Borrower, the Lenders, the Agents and the Arranger.
Unless otherwise defined herein or the context otherwise requires, terms used
herein have the meanings provided in the Credit Agreement.


         By its signature below, the undersigned hereby acknowledges receipt of
the Amendment and the modifications to the Credit Agreement, as contemplated
thereby, which amended Credit Agreement will provide for, among other things,
the ability for the Borrower to repurchase Subordinated Notes in an aggregate
amount up to $20,000,000 under certain conditions. The undersigned hereby
reaffirms as of the Amendment Effective Date (as defined in the Amendment), its
covenants and agreements contained in each Loan Document to which it is a party,
including, in each case, as such covenants and agreements may be modified by the
Amendment. The undersigned hereby further certifies that, as of the date hereof
(both before and after giving effect to the effectiveness of the Amendment), its
representations and warranties contained in the Loan Documents to which it is a


 







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party are true and correct in all material respects with the same effect as if
made on the date hereof, except to the extent any thereof refer or pertain
solely to a date prior to the date hereof. The undersigned further confirms that
each Loan Document to which it is a party is and shall continue to be in full
force and effect and the same are hereby ratified and confirmed in all respects,
except that upon the occurrence of the Amendment Effective Date, all references
in such Loan Documents to the “Credit Agreement”, “Loan Documents”,
“thereunder”, “thereof”, or words of like import shall mean the Credit Agreement
and the Loan Documents, as the case may be, as in effect, as amended by the
Amendment.


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         IN WITNESS WHEREOF, the party hereto has executed and delivered this
Affirmation and Acknowledgment as of the date first above written.



	 	 	 	 	 
	 	 	TRUE TEMPER CORPORATION
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:	 	 
	 	 	 	 	

	 	 	 	 	Title: