Exhibit 10.2
EXECUTION VERSION
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
FIRST AMENDMENT dated as of December 20, 2006 (this "Amendment"), to the AMENDED
AND RESTATED CREDIT AGREEMENT dated as of March 27, 2006 (amending and restating
the Credit Agreement dated as of March 15, 2004) (as otherwise amended,
restated, supplemented, waived or otherwise modified from time to time, the
"Credit Agreement"), among, inter alia, TRUE TEMPER CORPORATION, a Delaware
corporation ("Holdings"), TRUE TEMPER SPORTS, INC., a Delaware corporation (the
"Borrower"), the LENDERS from time to time parties thereto, CREDIT SUISSE, as
Administrative Agent and as Collateral Agent (such terms having the meanings
provided in the Credit Agreement).
A.
Holdings, the Borrower and the Administrative Agent, among others, are
parties to the Credit Agreement.
B.
Holdings and the Borrower have requested that the Lenders agree to amend
certain provisions of the Credit Agreement as set forth in this Amendment.
C.
The Lenders whose signatures appear below, constituting at least the
Required Lenders, are willing to amend the Credit Agreement on the terms and
subject to the conditions set forth herein.
D.
Capitalized terms used but not defined herein shall have the meanings
assigned to such terms in the Credit Agreement, as amended hereby.
Accordingly, in consideration of the mutual agreements herein contained and
other good and valuable consideration, the sufficiency and receipt of which are
hereby acknowledged, the parties hereto agree as follows:
SECTION 1.
Amendment of the Credit Agreement.
The Credit Agreement is hereby
amended, effective as of the First Amendment Effective Date (as defined below),
as follows:
(A)
AMENDMENT OF SECTION 1.01.
(I) SECTION 1.01 IS REVISED BY INSERTING THE
FOLLOWING DEFINITIONS IN THE APPROPRIATE ALPHABETICAL ORDER THEREIN:
"AVAILABLE SECOND LIEN PREPAYMENT AMOUNT" SHALL MEAN ON ANY DATE (THE "SPECIFIED
DATE"), AN AMOUNT EQUAL TO (X) THE CUMULATIVE AMOUNT OF EXCESS CASH FLOW FOR ALL
FULL FISCAL YEARS (COMMENCING WITH THE FISCAL YEAR ENDING DECEMBER 31, 2006)
COMPLETED AFTER THE FIRST AMENDMENT EFFECTIVE AND PRIOR TO THE SPECIFIED DATE;
MINUS (Y) THE PORTION OF SUCH EXCESS CASH FLOW THAT HAS BEEN AFTER THE FIRST
AMENDMENT EFFECTIVE DATE AND ON OR PRIOR TO THE SPECIFIED DATE (OR WILL BE)
APPLIED TO THE PREPAYMENT OF LOANS IN ACCORDANCE WITH SECTION 2.13(E); MINUS (Z)
THE CUMULATIVE AMOUNT OF PREPAYMENTS OF PERMITTED SECOND LIEN INDEBTEDNESS
PURSUANT TO THE PROVISO IN SECTION 6.09(B) COMPLETED AFTER THE FIRST AMENDMENT
EFFECTIVE DATE AND PRIOR TO THE SPECIFIED DATE.
"FIRST AMENDMENT" SHALL MEAN THE FIRST AMENDMENT TO THIS AGREEMENT DATED AS OF
DECEMBER 20, 2006, AMONG HOLDINGS, THE BORROWER AND THE LENDERS PARTIES THERETO.
"FIRST AMENDMENT EFFECTIVE DATE" SHALL MEAN THE DATE ON WHICH THE FIRST
AMENDMENT BECOMES EFFECTIVE IN ACCORDANCE WITH ITS TERMS.
"FUNDED SENIOR DEBT" SHALL MEAN, AS OF THE LAST DAY OF ANY FISCAL QUARTER,
FUNDED DEBT AT SUCH DATE, EXCLUDING THE INDEBTEDNESS REPRESENTED BY THE
SUBORDINATED NOTES.
"INTERCREDITOR AGREEMENT" SHALL MEAN AN INTERCREDITOR AGREEMENT ENTERED INTO BY
AND AMONG THE BORROWER, THE AGENTS AND THE LENDERS IN RESPECT OF ANY