EXECUTION COPY


                      AMENDMENT NO. 1 TO THE LOAN DOCUMENTS


                                                    Dated as of January 14, 2005

     AMENDMENT NO. 1 TO THE LOAN DOCUMENTS (this "AMENDMENT") among AMES TRUE
TEMPER, INC., a Delaware corporation (the "BORROWER"), ATT HOLDING CO., a
Delaware corporation, as a guarantor (the "GUARANTOR"), the banks, financial
institutions and other institutional lenders parties to the Credit Agreement
referred to below (collectively, the "LENDERS") and BANK OF AMERICA, N.A., as
administrative agent (the "ADMINISTRATIVE AGENT") for the Lenders.

     PRELIMINARY STATEMENTS:

     (1) WHEREAS, the Borrower, the Lenders and the Administrative Agent have
entered into a Credit Agreement dated as of June 28, 2004 (as amended, amended
and restated, supplemented or otherwise modified through the date hereof, the
"CREDIT AGREEMENT"; capitalized terms not otherwise defined in this Amendment
have the same meanings as specified in the Credit Agreement);

     (2) WHEREAS, in connection with the Credit Agreement, the Borrower and the
Grantors named therein entered into a Security Agreement dated as of June 28,
2004 (as amended, amended and restated, supplemented or otherwise modified
through the date hereof, the "SECURITY AGREEMENT");

     (3) WHEREAS, the Borrower desires to prepay all outstanding Term Loans
under the Credit Agreement with the proceeds of an issuance of senior unsecured
notes of the Borrower (the "SENIOR NOTES") in an aggregate principal amount up
to $150,000,000;

     (4) WHEREAS, the Borrower desires to permit Loans under the Revolving
Credit Facility to be made on a revolving basis up to the full amount of the
Revolving Credit Facility, subject to compliance with a borrowing base to be
comprised of eligible inventory and eligible receivables;

     (5) WHEREAS, the Borrower has requested that the Lenders (a) amend the
Credit Agreement (i) to permit the issuance of the Senior Notes, (ii) to
incorporate a borrowing base for Revolving Credit Loans and (iii) to make other
amendments as described below and (b) amend the Security Agreement as set forth
below;

     (6) WHEREAS, the Lenders have agreed, subject to the terms and conditions
hereinafter set forth, to amend the Credit Agreement and the Security Agreement
in certain respects as set forth below.





     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the sufficiency and receipt of all of which is hereby
acknowledged, the parties hereto hereby agree as follows:

     SECTION 1. Amendments to Credit Agreement. The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 4, hereby amended as follows:

          (a) Section 1.01 of the Credit Agreement is hereby amended by adding
     the following definitions in the appropriate alphabetical order:

          "BORROWING BASE CERTIFICATE" means a certificate in substantially the
     form of Exhibit N hereto, duly certified by the Chief Financial Officer of
     the Borrower.

          "BORROWING BASE DEFICIENCY" means, at any time, the failure of (a) the
     sum of the Loan Values of the Eligible Collateral at such time to equal or
     exceed (b) the Total Outstandings.

          "ELIGIBLE COLLATERAL" means, collectively, (a) Eligible Inventory, (b)
     Eligible Receivables and (c) such equipment and real estate of the Borrower
     and its Subsidiaries constituting Collateral that the Administrative Agent,
     in its sole discretion, may elect to consider to be Eligible Collateral for
     purposes of this Agreement with values, advance rates, reserves and
     eligibility criteria determined by the Administrative Agent in its sole
     discretion and not objected to by the Required Lenders within 10 days after
     notice of such determination has been given to the Lenders by the
     Administrative Agent.

          "ELIGIBLE INVENTORY" means Inventory of the Borrower and its
     Subsidiaries (i) held for sale in the ordinary course of business or (ii)
     constituting raw materials or work in process that is intended to be used
     in the manufacture or production of or converted into Inventory held for
     sale in the ordinary course of business and, in each case, that is not
     excluded as ineligible by virtue of one or more of the criteria set forth
     below. The value of such Inventory shall be the lower of cost or fair
     market value determined on a basis consistent with the historical
     accounting practices of the Borrower and its Subsidiaries; provided,
     however, that if, following an inventory appraisal pursuant to Section
     6.02(i) hereto, it is determined that, after giving effect to the advance
     rate set forth for Eligible Inventory in the definition of "LOAN VALUE",
     80% of the orderly liquidation value of any Inventory is lower than 55% of
     the cost or the fair market value of such Inventory, the value of such
     Inventory shall be 80% of its orderly liquidation value. An item of
     Inventory shall not be included in Eligible Inventory to the extent that it
     is:

          (a) Inventory located on leaseholds as to which the lessor has not
     entered into a consent and agreement providing the Administrative Agent
     with the right to receive notices of default, the right to repossess such
     Inventory at any time and such other rights as may be requested by the
     Administrative Agent, unless the Administrative Agent has instituted a
     reserve equal to the rental costs under the applicable lease with respect
     to such location for a three month period;

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          (b) Inventory that is obsolete, or (except in the case of work in
     process and raw materials) unusable or otherwise unavailable for sale;

          (c) Inventory consisting of promotional, marketing, packaging or
     shipping materials and supplies;

          (d) Inventory that fails to meet all standards imposed by any
     Governmental Authority having regulatory authority over such Inventory or
     its use or sale;

          (e) Inventory that uses any intellectual property of another Person
     and that is subject to any licensing, patent, royalty, trademark, trade
     name or copyright agreement with any third party from which the Borrower or
     any of its Subsidiaries has received notice of a dispute in respect of any
     such agreement, unless the Administrative Agent has instituted a reserve
     against such Inventory equal to the amount in dispute;

          (f) Inventory not located in the United States;

          (g) Inventory at locations owned and operated by a third person as to
     which the owner or operator has not entered into a collateral access
     agreement or bailee letter in form and substance reasonably satisfactory to
     the Administrative Agent with respect to such location, unless the
     Administrative Agent has instituted a three-month reserve in respect of
     amounts at any time due or to become due to the owner or operator thereof;

          (h) Inventory with respect to which the representations and warranties
     set forth in Section 9 of the Security Agreement applicable to Inventory
     are not correct; and

          (i) Inventory in respect of which the Security Agreement, after giving
     effect to the related filings of financing statements that have then been
     made, if any, does not or has ceased to create a valid and perfected first
     priority lien or security interest in favor of the Collateral Agent, on
     behalf of the Secured Parties, securing the Secured Obligations.

          "ELIGIBLE RECEIVABLES" means Receivables created by the Borrower or
     any of its Subsidiaries in the ordinary course of its business and that
     arise out of its sale of goods or rendition of services, and that are not
     excluded as ineligible by virtue of one or more of the criteria set forth
     below. In determining the amount to be included, Eligible Receivables shall
     be calculated net of customer deposits and unapplied cash remitted to the
     Borrower and its Subsidiaries in respect of any Eligible Receivable.
     Receivables shall not be included in Eligible Receivables to the extent
     that they are:

          (a) Receivables that do not arise out of sales of goods or rendering
     of services in the ordinary course of the Borrower's or the relevant
     Subsidiary's business;

          (b) Receivables payable other than in Dollars or that are otherwise on
     terms other than those normal or customary in the Borrower's or the
     relevant Subsidiary's business;

          (c) Receivables owing from any Person that is an Affiliate of the
     Borrower;



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          (d) Receivables more than 90 days past the original invoice date or
     more than 60 days past the date due, except for Receivables not more than
     180 days past the original invoice date in an aggregate amount not to
     exceed $6,000,000 at any time;

          (e) Receivables owing from any Person from which an aggregate amount
     of more than 50% of the Receivables owing therefrom is either (i) more than
     60 days past the date due or (ii) ineligible under one or more other
     criteria set forth in clauses (d), (f), (g), (h), (j) or (l) of this
     definition;

          (f) Receivables owing from any Person that (i) has disputed liability
     for any Receivable owing from such Person or (ii) has otherwise asserted
     any claim, demand or liability against the Borrower or any of its
     Subsidiaries, whether by action, suit, counterclaim or otherwise; provided
     that such Receivables shall be excluded only to the extent of the amounts
     being disputed or the amount of such claim, demand or liability by such
     Person at any date of determination;

          (g) Receivables owing from any Person that shall take or be the
     subject of any action or proceeding of a type described in Section 9.01(f);

          (h) Receivables (i) owing from any Person that is also a supplier to
     or creditor of the Borrower or any of its Subsidiaries unless such Person
     has waived any right of setoff in a manner acceptable to the Administrative
     Agent or (ii) representing any manufacturer's or supplier's credits,
     discounts, incentive plans or similar arrangements entitling the Borrower
     or any of its Subsidiaries to discounts on future purchase therefrom;
     provided that for purposes of subclause (f)(i) above, such Receivables
     shall be excluded only to the extent of the setoff of such Person at any
     date of determination;

          (i) Receivables arising out of sales to account debtors outside the
     United States unless such Receivables are fully backed by an irrevocable
     letter of credit on terms, and issued by an Eligible Assignee that is a
     financial institution or another financial institution, reasonably
     acceptable to the Administrative Agent and such irrevocable letter of
     credit is in the possession of the Administrative Agent;

          (j) Receivables arising out of sales on a bill-and-hold, guaranteed
     sale, sale-or-return, sale on approval or consignment basis or subject to
     any right of return, setoff or charge back;

          (k) Receivables owing from an account debtor that is an agency,
     department or instrumentality of the United States or any state thereof
     unless the Borrower or its relevant Subsidiary shall have satisfied the
     requirements of the Assignment of Claims Act of 1940, and any similar state
     legislation and the Administrative Agent is reasonably satisfied as to the
     absence of setoffs, counterclaims and other defenses on the part of such
     account debtor;

          (l) Receivables with respect to which the representations and
     warranties set forth in Section 9 of the Security Agreement applicable to
     Receivables are not correct;

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          (m) Receivables in respect of which the Security Agreement, after
     giving effect to the related filings of financing statements that have then
     been made, if any, does not or has ceased to create a valid and perfected
     first priority lien or security interest in favor of the Collateral Agent,
     on behalf of the Secured Parties, securing the Secured Obligations; and

          (n) Reserves in respect of volume discounts, co-op advertising and
     other similar refunds and expenses.

          "INVENTORY" has the meaning set forth in Section 1(b) of the Security
     Agreement.

          "LOAN VALUE" means, with respect to any Eligible Collateral, an amount
     equal to:

          (a) with respect to Eligible Inventory, the lowest of 55% of the cost
     or fair market value, determined on a basis consistent with the historical
     accounting practices of the Borrower and its Subsidiaries, of Eligible
     Inventory or, if an inventory appraisal has been performed pursuant to
     Section 6.02(i), 80% of the orderly liquidation value of the Eligible
     Inventory;

          (b) with respect to Eligible Receivables, 85% of the value of
     Eligible Receivables; and

          (c) with respect to equipment or real property described in clause (c)
     of the definition of "Eligible Collateral", the percentage of the value of
     such equipment or real estate that is determined by the Administrative
     Agent and not objected to by the Required Lenders in accordance with the
     terms of such clause (c).

          "RECEIVABLES" has the meaning specified in Section 1(c) of the
     Security Agreement.

          "SENIOR NOTES" has the meaning specified in Section 7.02(a)(D).

          "SENIOR NOTES DOCUMENTS" means the Senior Notes Indenture, the Senior
     Notes and all other agreements, instruments and other documents pursuant to
     which the Senior Notes have been or will be issued or otherwise setting
     forth the terms of the Senior Notes, in each case as such agreement,
     instrument or other document may be amended, supplemented or otherwise
     modified from time to time in accordance with the terms thereof, but to the
     extent permitted under the terms of the Loan Documents.

          "SENIOR NOTES INDENTURE" means the indenture dated on or about January
     14, 2005 between the Borrower, the Guarantor and The Bank of New York as
     trustee, with respect to the Senior Notes.

          (b) Section 1.01 of the Credit Agreement is hereby further amended as
     follows:

               (i) The definition of "CONSOLIDATED CASH INTEREST EXPENSE" is
          hereby amended and restated in full to read as follows:


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                    ""CONSOLIDATED CASH INTEREST EXPENSE" means, with respect to
               any Person for any period, without duplication, the interest
               expense paid in cash on all Indebtedness of such Person and its
               Subsidiaries (net of all interest income of such Person and its
               Subsidiaries) for such period and cash interest expense paid or
               payable in such period on the Senior Notes and the Subordinated
               Notes (or other similar Indebtedness), in each case, for the
               first twelve months after issuance thereof, determined on a
               consolidated basis in accordance with GAAP."

               (ii) The definition of "CONSOLIDATED EBITDA" is hereby amended by
          amending and restating clause (vi) thereof in full to read as follows:

                    "(vi) fees and expenses in connection with the issuance of
               the Senior Notes and the exchange of the Subordinated Notes and
               the Senior Notes for registered notes with identical terms as
               contemplated by the Subordinated Notes Documents or the Senior
               Notes Documents, as the case may be, or exchanges, redemptions or
               refinancings permitted by this Agreement,"

               (iii) The definition of "CONSOLIDATED EBITDA" is hereby further
          amended by replacing the word "and" at the end of clause (viii)
          thereof with a comma and adding a new clause (x) at the end of such
          definition to read in full as follows:

                    "and (x) non-recurring cash expenses related to cost-saving
               initiatives incurred prior to the end of the Borrower's fiscal
               year 2006 in an aggregate amount not to exceed $3,000,000."

               (iv) The definition of "CONSOLIDATED FIXED CHARGE COVERAGE RATIO"
          is hereby amended by adding the following parenthetical immediately
          following the phrase "Capital Expenditures" in clause (ii) therein
          "(other than Capital Expenditures related to cost-saving initiatives
          incurred prior to the end of the Borrower's fiscal year 2006 in an
          aggregate amount not to exceed $5,000,000.)".

               (v) The definition of "CONSOLIDATED FIXED CHARGE COVERAGE RATIO"
          is hereby further amended by deleting from clause (iii) therein the
          phrase "excluding Excess Cash Flow payments made pursuant to Section
          2.05(b)(i)" and by adding the following phrase immediately following
          the phrase "Section 7.02" in clause (iii) therein:

                    "and excluding the aggregate amount of the prepayment in
               full of the Term Loans made during such period"

               (vi) The definition of "EXCESS CASH FLOW" is hereby deleted in
          its entirety.

               (vii) The definition of "RELATED DOCUMENTS" is hereby amended and
          restated in full to read as follows:

                    ""RELATED DOCUMENTS" means the Purchase Agreement, the
               Subordinated Notes Indenture, the Senior Notes Indenture and the
               Bridge Facility Documents."

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               (viii) The definition of "CONSOLIDATED INTEREST COVERAGE RATIO"
          is hereby deleted in full.

          (c) Sections 2.05(b)(i), (ii), (iii), and (iv) of the Credit Agreement
     are hereby deleted in their entirety, and the following hereby substituted:
     "Intentionally omitted."

          (d) Section 2.05(b)(v) of the Credit Agreement is hereby amended and
     restated in full to read as follows:

               "If for any reason the Total Outstandings at any time exceed the
          lesser of the sum of the Loan Values of the Eligible Collateral on
          such day and the Aggregate Commitments then in effect, the Borrower
          shall, not more than two Business Days after the earlier of (A)
          receipt of notice of such excess from the Administrative Agent and (B)
          the Borrower having knowledge of such excess, prepay Loans and/or Cash
          Collateralize the L/C Obligations in an aggregate amount equal to such
          excess; provided, however, that the Borrower shall not be required to
          Cash Collateralize the L/C Obligations pursuant to this Section
          2.05(b)(v) unless after the prepayment in full of the Loans and the
          Swing Line Loans the Total Outstandings exceed the Aggregate
          Commitments then in effect. For purposes of this Section 2.05(b)(v),
          the word "knowledge", when used with respect to the Borrower, means
          (A) the actual knowledge of a Responsible Officer of the Borrower and
          (B) knowledge that would be obtained by a Responsible Officer of the
          Borrower exercising customary diligence."

          (e) Section 2.05(b)(vi) of the Credit Agreement is hereby amended and
     restated in full to read as follows:

               "The Borrower shall, on the first day of each Clean-Down Period
          occurring during each consecutive 15-month period, prepay Revolving
          Credit Loans (other than outstanding unfunded Letters of Credit), L/C
          Borrowings and Swing Line Loans outstanding on such day, such that the
          Outstanding Amount of all Revolving Credit Loans (other than
          outstanding unfunded Letters of Credit), L/C Borrowings and Swing Line
          Loans shall be equal to or less than $25,000,000."

          (f) Section 2.05(d) of the Credit Agreement is hereby deleted in its
     entirety.

          (g) Section 4.02 of the Credit Agreement is amended by adding a new
     subsection (d) immediately after subsection (c), to read as follows:

               "(d) The sum of the Loan Values of the Eligible Collateral
          exceeds the Total Outstandings at such time, after giving effect to
          such Credit Extension."

          (h) Section 6.01(b) of the Credit Agreement is hereby amended by
     deleting the word "and" at the end thereof, adding the word "and" to the
     end of Section 6.01(c) and adding a new Section 6.01(d) to read as follows:

               "(d) as soon as available and in any event within 20 days after
          the end of each monthly period of the Borrower, a Borrowing Base
          Certificate, as at the end of the previous monthly period, certified
          by the Chief Financial Officer of the Borrower."

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          (i) Section 6.02(d) of the Credit Agreement is hereby amended by
     adding the words ", the Senior Notes" immediately following the words "the
     Subordinated Notes" in the second line thereof.

          (j) Section 6.02(h) of the Credit Agreement is hereby amended by
     deleting the word "and" at the end thereof and adding new subsections (i)
     and (j) immediately thereafter, to read as follows:

               "(i) as soon as possible after the request therefor (i) once
          during each fiscal year or (ii) upon the occurrence and during the
          continuance of an Event of Default, in each case if requested by the
          Administrative Agent, an inventory appraisal and receivables audit
          update prepared by an independent third party (all upon reasonable
          notice and at such reasonable times during normal business hours as
          may be reasonably requested, and to be conducted in a manner so as to
          minimize any disruption of business) and reasonable out-of-pocket fees
          and expenses incurred by the Administrative Agent in connection with
          any inventory appraisal requested pursuant to this clause (i) shall be
          reimbursed by the Borrower;

               (j) promptly after any sale or other Disposition (whether in one
          transaction or a series of related transactions) of Inventory or
          Receivables with an aggregate book value in excess of $400,000 and not
          made in the ordinary course of business, a Borrowing Base Certificate
          demonstrating that the Loan Values of the Eligible Collateral shall be
          greater than or equal to the Total Outstandings after giving effect to
          such Disposition; and"

     and by relettering the existing clause (i) as clause (k).

          (k) Article VI of the Credit Agreement is hereby amended by adding
     thereto a new Section 6.22, to read as follows:

               "6.22. Loan Value Determination. Upon the occurrence and during
          the continuance of a Default under Section 9.01(a) or an Event of
          Default, the Borrower shall conduct, or shall cause to be conducted,
          at its expense, and upon request of the Administrative Agent, and
          present to the Administrative Agent for approval, such appraisals,
          investigations or reviews as the Administrative Agent shall reasonably
          request for the purpose of determining the Loan Value, all upon
          reasonable notice and at such reasonable times during normal business
          hours and as often as may be reasonably requested, but to be conducted
          in a manner so as to minimize any disruption of business. The Borrower
          shall furnish to the Administrative Agent any information that the
          Administrative Agent may reasonably request regarding the
          determination and calculation of the Loan Value including, without
          limitation, correct and complete copies of any invoices, underlying
          agreements, instruments or other documents and the identity of all
          obligors."

          (l) Section 7.01(a)(P) of the Credit Agreement is hereby amended in
     full to read as follows:

               "(P) Liens on assets of Foreign Subsidiaries securing
          Indebtedness permitted under Sections 7.02(c)(Q) and 7.02(c)(R); and"

                                       8



          (m) Section 7.02(a) of the Credit Agreement is hereby amended by
     deleting the word "and" at the end of clause (B) thereof, replacing the
     comma at the end of clause (C) with the clause "; and", and adding a new
     clause (D) to read as follows:

               "(D) Indebtedness evidenced by senior unsecured notes of the
          Borrower due 2012 in an aggregate principal amount of up to
          $150,000,000 (the "SENIOR NOTES") on terms satisfactory to the
          Administrative Agent,"

          (n) Section 7.02(c)(B) of the Credit Agreement is hereby amended by
     adding the words "and of the Senior Notes" immediately following the words
     "the Subordinated Notes".

          (o) Section 7.02(d)(B) of the Credit Agreement is hereby amended by
     adding the words "and of the Senior Notes" immediately following the words
     "the Subordinated Notes".

          (p) Section 7.06(f) of the Credit Agreement is hereby amended to add
     the phrase "or CHATT" after the word "Holdings" in the third line therein
     and to add the phrase "or CHATT, as the case may be," after the word
     "Holdings" in the fourth line therein.

          (q) Section 7.06 of the Credit Agreement is further amended by
     deleting the word "and" at the end of clause (e) therein, replacing the
     period at the end of clause (f) with the phrase "; and" and adding a new
     clause (g) at the end of such Section to read as follows:

               "(g) Holdings, the Borrower and each Subsidiary may issue or
          transfer Equity Interests or accept capital contributions (x) in
          connection with an Equity Investment or an acquisition to the extent
          permitted by Section 7.03(i)(D) and (y) so long as (i) no Change of
          Control results from such issuance or transfer and (ii) with respect
          to Equity Interests of the Borrower and any Subsidiary of the
          Borrower, the Administrative Agent will retain a pledge of the same
          percentage of such Equity Interests as existed immediately prior to
          such issuance or transfer; provided, that the Borrower shall only
          issue its Equity Interests to Holdings and such additional Equity
          Interests will be pledged to the Administrative Agent as Collateral
          under the Loan Documents."

          (r) Section 7.09 of the Credit Agreement is hereby amended by adding
     the words ", the Senior Notes Documents" immediately following the words
     "Loan Document" in the second line thereof.

          (s) Section 7.10(a) of the Credit Agreement is hereby deleted in full.

          (t) Section 7.10(b) of the Credit Agreement is hereby amended and
     restated to read in full as follows:

               "(a) Minimum Consolidated EBITDA. Permit Consolidated EBITDA to
          be less than $41,000,000 at any time."

          (u) Section 7.10(c) of the Credit Agreement is hereby amended and
     restated to read in full as follows:

                                       9



               "(b) Consolidated Fixed Charge Coverage Ratio. Permit the
          Consolidated Fixed Charge Coverage Ratio as of the end of any fiscal
          quarter of Holdings to be less than 1.00:1.00."

          (v) Section 7.11 of the Credit Agreement is hereby deleted in full.

          (w) Exhibit D to the Credit Agreement is amended and restated in full
     in the form of new Exhibit D attached hereto as Exhibit A.

          (x) The Exhibit B attached hereto is hereby added as Exhibit N to the
     Credit Agreement.

     SECTION 2. Amendments to Security Agreement. Clause (i) of Section 5(a) of
the Security Agreement is, effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 4, hereby amended
and restated in full to read as follows:

          "(i) upon (x) the occurrence and during the continuation of (A) an
     Event of Default under Section 9.01(a) of the Credit Agreement, (B) a
     Default under Section 9.01(f) or (g) of the Credit Agreement, or (C) an
     Event of Default under Section 9.01(b) of the Credit Agreement by reason of
     any violation of Section 7.10 of the Credit Agreement or (y) any action
     taken by the Administrative Agent pursuant to Section 9.02(b) of the Credit
     Agreement (a "SPECIFIED DEFAULT"), comply with instructions originated by
     the Collateral Agent directing the disposition of funds in the Account
     Collateral without the further consent of the Grantor and"

     SECTION 3. Agreement as to Accounts. The Borrower hereby agrees that, if
the Consolidated Fixed Charge Coverage Ratio is equal to or less than 1.15:1.00
for any two consecutive fiscal quarters of the Borrower, within 180 days
following the date that financial statements are required to be delivered
pursuant to Section 6.01(a) or (b), as the case may be, for the first such
quarter, it will move each of the Accounts set forth on Schedule 1 hereto to
Bank of America and that it will maintain each such Account and any similar
Account opened in accordance with Section 5 of the Security Agreement with Bank
of America. It is further agreed that failure to comply with this Section 3
shall be deemed to be an Event of Default under the Credit Agreement unless
waived in accordance with Section 11.01 of the Credit Agreement.

     SECTION 4. Conditions of Effectiveness. This Amendment shall become
effective as of the date first above written (the "AMENDMENT EFFECTIVE DATE")
when (i) the Administrative Agent shall have received counterparts of this
Amendment executed by the Borrower and the Required Lenders holding Revolving
Credit Commitments or, as to any of such Revolving Credit Lenders, advice
satisfactory to the Administrative Agent that such Revolving Credit Lender has
executed this Amendment and the consent attached hereto executed by each of the
Loan Parties (other than the Borrower), (ii) the Borrower shall have received at
least $140,000,000 gross proceeds in cash from the sale of the Senior Notes,
(iii) the Administrative Agent shall have received written notice of the
prepayment of the Term Loans required by Section 2.05(a) of the Credit Agreement
and a Borrowing Base Certificate in substantially the form of Exhibit N attached
hereto, (iv) the Borrower shall have prepaid in full

                                       10



the Term Loans, (v) the Administrative Agent shall have received updated
Schedule VII to the Security Agreement, (vi) the Borrower shall have paid all
reasonable costs and expenses (including the reasonable fees, charges and
disbursements of counsel to the Administrative Agent invoiced to the Borrower)
incurred in connection with the preparation, negotiation and execution of this
Amendment, (vii) the Administrative Agent shall have received, for the account
of each Revolving Credit Lender executing this Amendment by 5:00 p.m. on January
7, 2005, a fee equal to 0.05% of such Revolving Credit Lender's Revolving Credit
Commitment and (viii) no Default shall have occurred and be continuing, or would
occur as a result of the transactions contemplated by this Amendment. This
Amendment is subject to the provisions of Section 11.01 of the Credit Agreement.

     SECTION 5. Representations and Warranties of the Borrower The Borrower
represents and warrants as follows:

          (a) The execution, delivery and performance by each Loan Party of this
     Amendment and each Loan Document as amended by this Amendment, are within
     such Loan Party's corporate or other powers, have been duly authorized by
     all necessary corporate or other organizational action, and do not and will
     not (i) contravene the terms of any of such Person's Organization
     Documents; (ii) conflict with or result in any breach or contravention of,
     or the creation of any Lien under, or require any payment to be made under
     (x) any material Contractual Obligation to which such Person is a party or
     affecting such Person or the properties of such Person or any of its
     Subsidiaries or (y) any order, injunction, writ or decree of any
     Governmental Authority or any arbitral award to which such Person or its
     property is subject; or (iii) violate any Law.

          (b) This Amendment and the consent attached hereto, when delivered
     hereunder, will have been duly executed and delivered by each Loan Party
     that is party thereto. This Amendment and the consent attached hereto, when
     so delivered, will constitute a legal, valid and binding obligation of such
     Loan Party, enforceable against each Loan Party that is party thereto in
     accordance with its terms, except as the enforceability hereof may be
     limited by bankruptcy, insolvency, reorganization, moratorium and other
     laws affecting creditors' rights generally.

          (c) After giving effect to this Amendment, (i) the representations and
     warranties contained in the Credit Agreement and the other Loan Documents
     are true and correct in all material respects, except to the extent that
     such representations and warranties specifically refer to an earlier date,
     in which case they shall be true and correct in all material respects as of
     such earlier date, and (ii) no Default or Event of Default has occurred and
     is continuing as of the date hereof.

     SECTION 6. Reference to and Effect on the Credit Agreement and the the Loan
Documents. (a) On and after the effectiveness of this Amendment, each reference
in the Credit Agreement or the Security Agreement to "this Agreement",
"hereunder", "hereof" or words of like import referring to the Credit Agreement
or the Security Agreement, as applicable, and each reference in the Notes and
each of the other Loan Documents to "the Credit Agreement", "the Security
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit

                                       11



Agreement or the Security Agreement, as applicable, shall mean and be a
reference to the Credit Agreement or the Security Agreement, as applicable, as
amended by this Amendment.

     (b) The Credit Agreement, the Security Agreement, the Notes and each of the
other Loan Documents, as specifically amended by this Amendment, are and shall
continue to be in full force and effect and are hereby in all respects ratified
and confirmed. Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall continue to
secure the payment of all Obligations of the Loan Parties under the Loan
Documents, in each case as amended by this Amendment.

     (c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Lender or the Administrative Agent under any of the Loan
Documents, nor constitute a waiver of any provision of any of the Loan
Documents.

     SECTION 7. Costs, Expenses The Borrower agrees to pay on demand all costs
and expenses of the Administrative Agent in connection with the preparation,
execution, delivery and administration, modification and amendment of this
Amendment and the other instruments and documents to be delivered hereunder
(including, without limitation, the reasonable fees and expenses of counsel for
the Administrative Agent) in accordance with the terms of Section 11.04 of the
Credit Agreement.

     SECTION 8. Execution in 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 shall be deemed to be an original and all of
which taken together shall constitute but one and the same agreement. Delivery
of an executed counterpart of a signature page to this Amendment by telecopier
shall be effective as delivery of a manually executed counterpart of this
Amendment.

     SECTION 9. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

                                       12




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

With respect to all Sections
except Section 2:                             AMES TRUE TEMPER, INC.

                                              By /s/ Judy Schuchart
                                                 -------------------------------
                                                 Name: Judy Schuchart
                                                 Title: Chief Financial Officer

With respect to all Sections
except Section 1:                             ATT HOLDING CO.

                                              By /s/ Judy Schuchart
                                                 -------------------------------
                                                 Name: Judy Schuchart
                                                 Title: Chief Financial Officer

With respect to all Sections
except Section 1:                             AMES TRUE TEMPER PROPERTIES, INC.

                                              By /s/ Judy Schuchart
                                                 -------------------------------
                                                 Name: Judy Schuchart
                                                 Title: Chief Financial Officer


                                              BANK OF AMERICA, N.A.,
                                              as Administrative Agent, as
                                              Collateral Agent and as Lender

                                              By /s/ W. Thomas Barnett
                                                 -------------------------------
                                                 Name: W. Thomas Barnett
                                                 Title: Senior Vice President








                                             THE CIT GROUP/BUSINESS CREDIT, INC.


                                             By: /s/ Barbara F. Perich
                                                 -------------------------------
                                                 Name: Barbara F. Perich
                                                 Title: Vice President








                                            GENERAL ELECTRIC CAPITAL
                                            CORPORAITON


                                            By: /s/ Charles Brickley
                                                --------------------------------
                                                Name: Charles Brickley
                                                Title: Duly Authorized Signatory








                                            LASALLE BANK NATIONAL ASSOCIATION


                                            By:  /s/ Chris Helmeci
                                                --------------------------------
                                                Name:  Chris Helmeci
                                                Title: Senior Vice President








                                            PNC Bank, National Association


                                            By:  /s/ Frank Sajer
                                                --------------------------------
                                                Name:  Frank Sajer
                                                Title: Vice President








                                            WACHOVIA BANK, NATIONAL ASSOCIATION,
                                            as Syndication Agent and as a Lender


                                            By: /s/Richard E. Anglin III
                                                --------------------------------
                                                Name: Richard E. Anglin III
                                                Title:  Assistant Vice President











                                     CONSENT


                                                    Dated as of January 14, 2005


                  Each of the undersigned hereby consents to the foregoing
Amendment and hereby confirms and agrees that (a) notwithstanding the
effectiveness of such Amendment, each Loan Document to which it is a party is,
and shall continue to be, in full force and effect and is hereby ratified and
confirmed in all respects, except that, on and after the effectiveness of such
Amendment, each reference in the Loan Documents to the "Credit Agreement",
"Security Agreement", "thereunder", "thereof" or words of like import shall mean
and be a reference to the Credit Agreement or the Security Agreement, as
applicable, as amended by such Amendment, and (b) the Collateral Documents to
which each of the undersigned is a party and all of the Collateral described
therein do, and shall continue to, secure the payment of all of the Secured
Obligations (in each case, as defined therein). Capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms in the
Credit Agreement.

                                              ATT HOLDING CO.


                                              By /s/ Judy Schuchart
                                                 -------------------------------
                                                 Title:


                                              AMES TRUE TEMPER PROPERTIES, INC.


                                              By /s/ Judy Schuchart
                                                 -------------------------------
                                                 Title: