AMENDMENT NUMBER 2

         This AMENDMENT NUMBER 2 (this  "Amendment") to the SECURITIES  PURCHASE
AGREEMENT  dated as of September 30, 1998 among between True Temper  Corporation
and the Purchaser (the "Securities Purchase  Agreement"),  the Debt Registration
Rights  Agreement  dated as of September 30, 1998 among True Temper  Corporation
and the Purchaser  (the "Debt  Registration  Rights  Agreement")  and the Escrow
Agreement  dated as of  September  30, 1998 among True Temper  Corporation,  the
Purchaser and Snoga, Inc. (the "Escrow Agreement"), each as amended by Amendment
Number 1 thereto, dated as of September 29, 1999 ("Amendment Number 1") is dated
as of October 19, 1999.  Capitalized terms used herein and not otherwise defined
have the meanings ascribed to such terms in the Securities Purchase Agreement.

         The parties wish to amend the Securities Purchase  Agreement,  the Debt
Registration  Rights  Agreement  and the  Escrow  Agreement,  each as amended by
Amendment Number 1, and hereto agree as follows:

               1. FEES. Section 2.03(b) of the Securities Purchase Agreement, as
amended by Amendment  Number 1, is hereby amended by deleting  therein the words
"October 31, 1999" in their  entirety and replacing them with "June 30, 2000" so
that  Section  2.03(b) of the  Securities  Purchase  Agreement  is  restated  as
follows:

                    "(b) On June 30, 2000,  the Company  shall pay the Purchaser
          the Extension Fee."

               2. INTEREST.  (a)  Section  2.05(c) of  the  Securities  Purchase
Agreement,  as amended by Amendment Number 1, is hereby amended by deleting such
Section in its  entirety  and  replacing  it with the  following so that Section
2.05(c) of the Securities Purchase Agreement is restated as follows:

                    "(c) (1) The interest  rate  applicable to each Note for the
          period  commencing on October 1, 1999 and ending on December 31, 1999,
          shall be a floating  rate per annum  equal to the sum of (A) the Prime
          Rate in effect from time to time plus (B) 4.00%; PROVIDED, that if the
          principal amount of, and accrued and unpaid interest,  if any, on such
          Note is not paid in full as of or prior to December 31, 1999, then the
          interest  rate  applicable  to each  Note for such  period  shall be a
          floating  rate per annum  equal to  greatest of (i) the sum of (A) the
          Prime Rate in effect from time to time plus (B) 4.00%, (ii) the sum of
          (A) the Treasury  Rate plus (B) 7.00% and (iii) the sum of (A) the DLJ
          High Yield Composite Index plus (B) 3.00%.



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                    (2) The interest rate applicable to each Note for the period
          commencing on January 1, 2000 and ending on March 31, 2000, shall be a
          floating  rate per  annum  equal to the sum of (A) the  Prime  Rate in
          effect  from  time to  time  plus  (B)  4.50%;  PROVIDED,  that if the
          principal amount of, and accrued and unpaid interest,  if any, on such
          Note is not paid in full as of or prior to March  31,  2000,  then the
          interest rate applicable to each Note for such period shall be 17.00%.

                    (3) The interest rate applicable to each Note for the period
          commencing  on April 1, 2000 and ending on June 30,  2000,  shall be a
          floating  rate per  annum  equal to the sum of (A) the  Prime  Rate in
          effect  from  time to  time  plus  (B)  5.00%;  PROVIDED,  that if the
          principal amount of, and accrued and unpaid interest,  if any, on such
          Note is not paid in full as of or prior  to June  30,  2000,  then the
          interest rate applicable to each Note for such period shall be 17.00%.

                    (4) If the  principal  amount  of,  and  accrued  and unpaid
          interest,  if any,  on any  Note is not paid in full as of or prior to
          June 30, 2000,  then such Note shall accrete an  additional  amount of
          interest  equal to the  difference  between (A) the amount of interest
          which would have accrued on such Note had the interest rate applicable
          to such Note for the period  commencing  on October 1, 1999 and ending
          on June 30,  2000 been equal to 17.00% and (B) the amount of  interest
          actually accrued on such Note.

                    (5) The interest rate  applicable to each Note commencing on
          June 30, 2000 shall be a floating  rate per annum equal to greatest of
          (i) the sum of (A) the Prime Rate in effect from time to time plus (B)
          4.00%, (ii) the sum of (A) the Treasury Rate plus (B) 7.00%, (iii) the
          sum of (A) the DLJ High Yield Composite Index plus (B) 3.00%, and (iv)
          the sum of (A) the interest  rate  applicable  to such Note on the day
          immediately  preceding  June 30,  2000  plus (B) .50%,  in each  case,
          increasing by .50% on each Interest  Payment Date thereafter until the
          date the principal  amount of, and accrued and unpaid  interest on, if
          any, such Note is paid in full."

          (b) Section 2.05(d) of the Securities Purchase  Agreement,  as amended
by Amendment  Number 1, is hereby amended by deleting therein each occurrence of
the words "Ocotber 31, 1999" in their entirety and replacing them with "June 30,
2000" so that Section 2.05(d) of the Securities  Purchase  Agreement is restated
as follows:

                    "(d) In addition to any adjustments to the Interest Rate set
          forth in subsections (b) and (c) of this Section 2.05, if, pursuant to
          the  terms  of  the  Debt  Registration  Rights  Agreement,   a  Shelf
          Registration  with  respect to the Notes either (i) has not been filed
          with the  Commission  on or prior to the 90th day  following  June 30,
          2000 or (ii) has not been declared  effective by the  Commission on or
          prior to the 180th day following June 30, 2000, then the Company shall
          pay  liquidated  damages  thereafter  of $.192  per  week  per  $1,000
          principal  amount  of Notes  outstanding  until  the date on which the
          Shelf Registration is declared effective by the Commission.  Following
          the  effectiveness of the Shelf  Registration,  the Company shall also
          pay such liquidated  damages beginning on the first date on which such
          Shelf  Registration  ceases to remain  effective and shall continue at
          such increased  interest rate until such Shelf  Registration  is again
          declared effective by the Commission."


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          (c) Section 2.05(e) of the Securities Purchase  Agreement,  as amended
by Amendment  Number 1, is hereby amended by deleting  therein the words October
31,  1999" in their  entirety  and  replacing  them with "June 30, 2000" so that
Section 2.05(e) of the Securities Purchase Agreement is restated as follows:

                    "(e) The Purchaser  may, on June 30, 2000,  fix the interest
          rate on the Notes at a rate to be  determined  by the Purchaser in its
          sole  discretion  provided  that such rate shall not exceed  seventeen
          percent (17.00%)."

               3. Shelf Registration.  Section 3 of the Debt Registration Rights
Agreement,  as  amended by  Amendment  Number 1, is hereby  amended by  deleting
therein the words  "October 31, 1999" in their  entirety and replacing them with
"June 30, 2000" so that Section 3 of the Debt  Registration  Rights Agreement is
restated as follows:

          "3. SHELF  REGISTRATION.  The  Registrants  shall file,  and shall use
          their best efforts to cause to become effective a "shelf" registration
          statement  on any  appropriate  form  pursuant to Rule 415 (or similar
          rule  that may be  adopted  by the SEC)  under the  Securities  Act (a
          "Shelf Registration") on or as soon as practicable after June 30, 2000
          in  order  to  permit  registered  resales  of all of the  Registrable
          Securities.   Subject  to  the  last   paragraph  of  Section  6,  the
          Registrants  agree to use their best efforts  thereafter  to keep such
          Shelf  Registration   continuously  effective,   and  to  prevent  the
          happening  of any event of the kind  described  in Section 6(c) hereof
          that  requires  the  Registrants  to give notice  pursuant to the last
          paragraph of Section 6 hereof,  until such time as all the Registrable
          Securities  covered by the Shelf  Registration have been sold pursuant
          to such Shelf  Registration or have been otherwise redeemed in full by
          the Company."

               4. RELEASE OF  WARRANTS.  Section 2 of the Escrow  Agreement,  as
amended by  Amendment  Number 1, is hereby  amended  by  deleting  therein  each
occurrence of the words  "October 31, 1999" in their entirety and replacing them
with "June 30,  2000" so that  Section 2 of the Escrow  Agreement is restated as
follows (with the defined term "First  Anniversary Date" now being used to refer
to June 30, 2000):

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         "2.      RELEASE OF WARRANTS.

                    (a) If Notes remain outstanding on June 30, 2000 (the "FIRST
          ANNIVERSARY  DATE") and, so long as Notes remain  outstanding,  and if
          the Escrow  Agent shall have  received  written  notice in the form of
          Exhibit A hereto from the Majority Holders (as such term is defined in
          the  Securities  Purchase  Agreement),  then the  Escrow  Agent  shall
          release  Warrants on any one or more occasions in an aggregate  amount
          not to exceed the Eligible  Percentage  (as defined  below) (as of the
          date of any such  notice) as shall be  specified  in the notice to the
          Escrow Agent of the amount of Warrants  originally  placed into escrow
          pursuant to this Escrow Agreement.  Upon the redemption in full of the
          Notes,  and the receipt by the Escrow  Agent of written  notice in the
          form of Exhibit B hereto from the Majority  Holders,  the Escrow Agent
          shall release  Warrants  remaining in escrow,  to the extent that such
          Warrants  have not been  "earned" as set forth in Section  2(b) below,
          upon such sale or  redemption to Holdings.  If, upon such  redemption,
          Warrants that have been "earned" but not released shall be released to
          the holders of the Notes in accordance with Section 2(b) below.

          (b) The  "ELIGIBLE  PERCENTAGE"  with  respect to any  Warrants  to be
          released  from escrow  pursuant to this Escrow  Agreement  on June 30,
          2000 (the "FIRST  ANNIVERSARY  DATE") and on each date after the First
          Anniversary  Date  (each such date,  including  the First  Anniversary
          Date,  a "RELEASE  DATE") set forth  under  Column A below,  until the
          Notes have been redeemed or repurchased  in full,  shall be the sum of
          (1) the  percentage set forth in Column B below and (2) the cumulative
          percentage of all Warrants  previously "earned" pursuant to clause (1)
          above on each of the prior dates under Column A that have occurred and
          that  have  not  been  previously  released  pursuant  to this  Escrow
          Agreement.  Each holder of Notes shall be entitled to a pro rata share
          of  Warrants  equal to the  product of (a) the ratio of the  aggregate
          principal  amount of all Notes held by such holder at the time of such
          "earn-in" release to the aggregate  principal amount of all Notes then
          outstanding  and (b) the  amount  of  Warrants  "earned"  pursuant  to
          clauses (1) and (2) above.

                    Once "earned," Warrants remain "earned" and the fully-vested
          property  of the  holder of  Notes,  as the case may be,  despite  any
          future payments or redemptions of the Notes.

                         A                          B
                   Release Date                 Percentage
              First Anniversary Date               5.0%
                         91                        5.0%
                        181                       10.0%
                        271                       10.0%
                        361                       12.5%
                        451                       12.5%
                        541                       15.0%
                        631                       15.0%
                        721                       15.0%

                    (c) Holdings will provide,  or cause to be provided,  to the
          Escrow Agent all such information as the Escrow Agent may from time to
          time reasonably request."


               5. COUNTERPARTS.  This  Amendment  be  executed in  any number of
counterparts,  each of which shall be an original with the same effect as if the
signatures thereto and hereto were upon the same instrument.



<PAGE>


               6. ENTIRE AGREEMENT. This Amendment, together with the Securities
Purchase  Agreement,  the Debt  Registration  Rights  Agreement  and the  Escrow
Agreement, and the exhibits and schedules thereto, is intended by the parties as
a final  expression  of  their  agreement  and  intended  to be a  complete  and
exclusive  statement of the agreement and understanding of the parties hereto in
respect  of the  subject  matter  contained  herein  and  therein.  There are no
restrictions,  promises, warranties or undertakings,  other than those set forth
or referred to herein or therein.  This Amendment,  together with the Securities
Purchase  Agreement,  the Debt  Registration  Rights  Agreement  and the  Escrow
Agreement,  and  the  exhibits  and  schedules  thereto,   supersede  all  prior
agreements and  understandings  between the parties with respect to such subject
matter.  Except to the extent  specifically  set forth  herein,  the  Securities
Purchase  Agreement,  the Debt  Registration  Rights  Agreement  and the  Escrow
Agreement, shall remain in full force and effect and shall not be deemed amended
or superseded in any respect.

               7. INCORPORATION  BY REFERENCE.  Sections 9.01, 9.02, 9.07, 9.09
and  9.10 of the  Securities  Purchase  Agreement  are  incorporated  herein  by
reference as if included herein.


                            [Signature Pages Follow]


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



                                               TRUE TEMPER CORPORATION



                                               By:/s/FRED H. GEYER
                                               Name:Fred H. Geyer
                                               Title:

                                               EMHART, INC.



                                               By:/s/CHARLES E. FENTON
                                               Name:  Charles E. Fenton
                                               Title: Vice President

                                               SNOGA, INC., as Escrow Agent



                                               By:/s/CAMERAN FLEMING
                                               Name:Cameran Fleming
                                               Title: