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:
