of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document in
similar or different circumstances.
(B)
ON THE FIRST AMENDMENT EFFECTIVE DATE, THE CREDIT AGREEMENT SHALL BE
AMENDED AS PROVIDED HEREIN.
THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT (I)
THIS AMENDMENT AND ANY OTHER LOAN DOCUMENTS EXECUTED AND DELIVERED IN CONNECTION
HEREWITH DO NOT CONSTITUTE A NOVATION, OR TERMINATION OF THE "OBLIGATIONS" (AS
DEFINED IN THE LOAN DOCUMENTS) UNDER THE CREDIT AGREEMENT AS IN EFFECT PRIOR TO
THE FIRST
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AMENDMENT EFFECTIVE DATE; (II) SUCH "OBLIGATIONS" ARE IN ALL RESPECTS CONTINUING
(AS AMENDED HEREBY) WITH ONLY THE TERMS THEREOF BEING MODIFIED TO THE EXTENT
PROVIDED IN THIS AMENDMENT; AND (III) THE LIENS AND SECURITY INTERESTS AS
GRANTED UNDER THE SECURITY DOCUMENTS SECURING PAYMENT OF SUCH "OBLIGATIONS" ARE
IN ALL SUCH RESPECTS CONTINUING IN FULL FORCE AND EFFECT AND SECURE THE PAYMENTS
OF THE "OBLIGATIONS".
(C)
THIS AMENDMENT SHALL CONSTITUTE A LOAN DOCUMENT AND SHALL BE ADMINISTERED
AND CONSTRUED PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT (INCLUDING, WITHOUT
LIMITATION, ARTICLE IX THEREOF).
SECTION 5.
Counterparts.
This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
Delivery of any executed counterpart of a signature page of this Amendment by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof.
SECTION 6.
Applicable Law.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7.
Headings.
The headings of this Amendment are for purposes of
reference only and shall not limit or otherwise affect the meaning hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective officers as of the day and year first above
written.
TRUE TEMPER CORPORATION
By:
Name:
Title:
TRUE TEMPER SPORTS, INC.
By:
Name:
Title:
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SIGNATURE PAGE TO
FIRST AMENDMENT
DATED AS OF DECEMBER
, 2006,
TO THE TRUE TEMPER SPORTS, INC. CREDIT AGREEMENT
DATED AS OF MARCH 27, 2006
To approve First Amendment:
Name of Institution:
By:
Name:
Title:
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