EXHIBIT 10.1


 


FIRST AMENDMENT TO FORBEARANCE AGREEMENT


 


THIS FIRST AMENDMENT TO FORBEARANCE
AGREEMENT, dated as of June 16, 2009 (this “Amendment”), is entered
into 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 (together with
Holdings and the Borrower, 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
Existing Forbearance Agreement (as defined herein).


 


WITNESSETH:


 


WHEREAS, the parties hereto entered into that
certain Forbearance Agreement, dated as of March 16, 2009 (the “Existing
Forbearance Agreement”, and as amended by this Amendment and as the same
may be further amended, supplemented, amended and restated or otherwise
modified from time to time, the “Forbearance Agreement”).


 


WHEREAS, pursuant to the Existing Forbearance
Agreement, the Agent and the Lenders agreed to forbear during the Forbearance
Period from exercising their rights and remedies arising solely in connection
with the Specified Defaults in exchange for certain consideration described
therein.


 


WHEREAS, the Borrower has requested that the
Agent and the Lenders, and the Agent and the Lenders have agreed to, extend the
Forbearance Period for 30 days, and in connection therewith the parties hereto
have agreed to amend the Existing Forbearance Agreement as set forth herein.


 


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


 


A.            Amendments to the Existing Forbearance Agreement.


 


(i)            Section C of the Existing
Forbearance Agreement is hereby amended by:


 


(1)           deleting “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” in subsection (v)(c); and


 


(2)           deleting the date “June 16, 2009” in
subsection (vi) and inserting in lieu thereof the date “July 16, 2009”.


 


(ii)           Section F of the Existing
Forbearance Agreement is hereby amended by:


 

















 


(1)           Deleting subsection (3) thereof in
its entirety and replacing it with the following:


 


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 through
  May 2009

  	
   

  	
  $

  	
  18,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  June 2009

  	
   

  	
  $

  	
  8,000,000

  	
   

  



 


(2)           Adding the following as
subsection 12 thereto:


 


“During the Forbearance
Period the Loan Parties shall use their best efforts to develop with the
Lenders a restructuring term sheet acceptable to the Lenders.”


 


B.            Effectiveness of Amendment. 
This Amendment shall become effective as of the date hereof (the “Effective
Date”) upon the execution and delivery of counterparts of this Amendment
duly executed by each of the Loan Parties, the Agent and each of the Revolving
Credit Lenders and Required Lenders.


 


1)             Representations and
Warranties.  Each Loan
Party hereby represents and warrants to the Lenders that (i) all of the
representations and warranties set forth in the Existing Forbearance Agreement
are true and correct in all material respects as of the date hereof and (ii) no
Forbearance Termination Event has occurred.


 


C.            Continuing Effect; No Other Amendments. 
Except as expressly provided herein, all of the terms and provisions of
the Existing Forbearance Agreement are and shall remain in full force and
effect, and no other amendment or waiver with respect thereto is hereby given.


 


D.            Release.  In partial
consideration of the Agent and the Lenders’ willingness to enter into this
Amendment, 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.


 


E.             Counterparts/Telecopy.  This
Amendment may be executed in any number of counterparts by the parties hereto,
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.


 


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F.             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.


 


G.            Entirety.  This
Amendment 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 Amendment and the other Loan Documents, this Amendment
shall control.


 


H.            Acknowledgment of Guarantors. 
The Guarantors acknowledge and consent to all of the terms and
conditions of this Amendment and agree that this Amendment 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.


 


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


 


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


 


K.            Loan Document.  This
Amendment is a Loan Document for all purposes.


 


[SIGNATURE
PAGES FOLLOW]


 


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IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to the Existing Forbearance Agreement to be duly executed and
delivered 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:

  



 

















 


	
   

  	
  CREDIT
  SUISSE, CAYMAN ISLANDS BRANCH

  
	
   

  	
  as
  Administrative Agent, Collateral Agent and

  
	
   

  	
  Revolving
  Credit Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


	
   

  	
  LENDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title: