FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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 Permitted Second Lien Indebtedness (or any agent on such lenders’ behalf), containing terms customary in the Administrative Agent’s reasonable determination for second lien financings of this kind, which intercreditor agreement shall be deemed to have been approved by the Lenders in accordance with the provisions of Section 9.19 hereof.

“ Permitted Second Lien Indebtedness ” shall mean Indebtedness of the Borrower which (a) does not mature and is not subject to mandatory repurchase, redemption or amortization (other than pursuant to customary mandatory prepayment provisions that are no more restrictive on Holdings, the Borrower and the Subsidiaries than those contained in paragraphs (b), (c), (d) and (e) of Section 2.13 only if and to the extent that such amounts shall first be used to prepay outstanding Term Loans under this Agreement and other than pursuant to change of control provisions that are no more restrictive on Holdings, the Borrower and the Subsidiaries than those contained in this Agreement requiring prepayment only if and to the extent permitted by this Agreement), in each case, prior to the date that is 91 days after the Term Loan Maturity Date; (b) is not secured by any assets of Holdings, the Borrower or any Subsidiary other than the Collateral; provided that any Lien on the Collateral securing any obligations held by any lender of such Permitted Second Lien Indebtedness (or any agent on such lender’s behalf) shall be (i) junior and subordinate to all Liens on the Collateral securing the Obligations pursuant to the terms of the Intercreditor Agreement, (ii) otherwise be subject to the terms and provisions of the Intercreditor Agreement and (iii) created pursuant to definitive security documents that are substantially the same in form and substance as the Security Documents; (c) is governed by a definitive credit agreement containing covenants and events of default that, when taken as a whole, in the Administrative Agent’s reasonable determination, are no less favorable to Holdings, the Borrower and the Subsidiaries than the covenants and events of default contained in this Agreement; provided that (i) such definitive credit agreement shall not contain any financial maintenance covenant other than covenants that are comparable to the covenants contained in Section 6.11, 6.12 and 6.13 and any such financial maintenance covenants in such definitive credit agreement shall be less restrictive on Holdings, the Borrower and the Subsidiaries than the comparable tests provided in Section 6.11, 6.12 and/or 6.13, as applicable, and (ii) such definitive credit agreement shall only default to any non-payment default under this Agreement if such non-payment default under this Agreement shall not be cured or waived within a time period customary for second lien facilities of

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this type, in the Administrative Agent’s reasonable determination; and (d) is not exchangeable or convertible into any other Indebtedness.

“ Senior Leverage Ratio ” shall mean, on the last day of any fiscal quarter, the ratio of (a) Funded Senior Debt on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on and prior to such date, taken as one accounting period.

(ii) The definition of “Applicable Margin” is revised by deleting such definition in its entirety and replacing it with the following definition:

“ Applicable Margin ” shall mean, for any day, for each Type of Loan, the rate per annum set forth under the relevant column heading below based upon the Senior Leverage Ratio and/or, in the case of Revolving Loans and Swingline Loans, Leverage

Ratio (as applicable) as of the relevant date of determination:

Each change in the Applicable Margin resulting from a change in the Senior Leverage Ratio and/or Leverage Ratio, as applicable, shall be effective, with respect to all Loans, Commitments and Letters of Credit outstanding, upon delivery to the Administrative Agent of the financial statements and certificates required by Section 5.04(a) or ( b ) and Section 5.04(c) , respectively, indicating such change until the date immediately preceding the next date of delivery of such financial statements and certificates indicating another such change.  In addition, at any time during which the Borrower has failed to deliver the financial statements and certificates required by Section 5.04(a) or ( b ) and Section 5.04(c) , respectively, Category 1 shall be deemed to be applicable for all

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purposes of determining the Applicable Margin for so long as such failure to deliver such applicable financial statements and certificates shall continue.  In the case of Revolving Loans and Swingline Loans, in the event that more than one Category is applicable as a result of the then-applicable Senior Leverage Ratio and Leverage Ratio, the lower of such Category shall be deemed to be applicable for purposes of this definition, except as provided in the immediately preceding sentence.

(iii)  The definition of “Change in Control” is revised by adding the words “and Liens securing any Permitted Second Lien Indebtedness on a second priority basis” after the words “clauses (b) and (d) of Section 6.02” in clause (d) of such definition.

(iv) The definition of “Permitted Acquisition” is revised by deleting clause (b)(ii)(B)(x) thereof and replacing it with the following clause:

“(x) $5,000,000 or more, then the Leverage Ratio (at any time prior to the First Amendment Effective Date) or the Senior Leverage Ratio (at any time on or after the First Amendment Effective Date) would be at least 0.25 to 1.0 less than the maximum Leverage Ratio or Senior Leverage Ratio, as applicable, then permitted under Section 6.12 at such time.”

(v)  The definition of “Permitted Holdings Indebtedness” is revised by (A) adding the words “or, if any Permitted Second Lien Indebtedness has been incurred, the maturity date of such Permitted Second Lien Indebtedness” after the words “Term Loan Maturity Date” in clause (a) thereof, (B) deleting the words “Affiliate Subordination Agreement” in clause (e) thereof and replacing them with the words “Subordinated Notes” and (C) adding the following new clause at the end thereof:

“and (f) if at the time of such incurrence the Senior Leverage Ratio shall be greater than 3.50 to 1.00 as of the most recently completed period ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b) were required to be delivered or for which comparable financial statements have been filed with or furnished to the Securities Exchange Commission, after giving pro forma effect to such transaction and to any other event occurring after such period which required a pro forma calculation to be made hereunder as if such transaction had occurred as of the first day of such period, the Net Cash Proceeds of which are contributed as common equity to the Borrower and used by the Borrower to permanently repay Term Loans or repay and permanently reduce commitments in respect of Revolving Loans.”

(vi)  The definition of “Permitted Refinancing Indebtedness” is revised by adding the words “and, if such Refinanced Indebtedness or any Guarantees thereof are Permitted Second Lien Indebtedness, such refinancing, refunding, extending, renewing or replacing Indebtedness and any Guarantees thereof must remain Permitted Second Lien Indebtedness or must be unsecured” after the words “no less favorable to the Lenders” in clause (c) of such Section.

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(b)  Amendment of Section 5.04.   Section 5.04(d) is revised by deleting the words “at least” at the beginning of such clause, and inserting the word “within” at the beginning of such clause.

(c)  Amendment of Section 6.01 .  (i) Section 6.01(d) is revised by deleting the number “$25,000,000” in such clause and replacing it with the following:

“(x) if at the time of such incurrence the Senior Leverage Ratio shall be greater than 3.50 to 1.00 as of the most recently completed period ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b) were required to be delivered or for which comparable financial statements have been filed with or furnished to the Securities Exchange Commission, after giving pro forma effect to such transaction and to any other event occurr