exv10w2



 



Exhibit 10.2




REVOLVER NOTE




November [__], 2007




     FOR VALUE RECEIVED, the undersigned (“Borrowers”) promise to pay to the order of
WACHOVIA BANK, NATIONAL ASSOCIATION (“Bank”) at the place and times provided in the
Agreement referred to below, the principal amount of all Revolver Loans made by Bank from time to
time pursuant to that certain Loan and Security Agreement dated as of November [___], 2007 (as
amended, restated or otherwise modified, the “Agreement”) by and between Borrowers and
Bank. Capitalized terms used herein and not defined herein shall have the meanings assigned
thereto in the Agreement.



     The unpaid principal amount of this Revolver Note from time to time outstanding is subject to
mandatory repayment from time to time as provided in the Agreement and shall bear interest as
provided in the Agreement. All payments of principal and interest on this Revolver Note shall be
payable to Bank or the holder of this Revolver Note in lawful currency of the United States of
America in immediately available funds in the manner and location indicated in the Agreement or
wherever else Bank or such holder may specify.



     This Revolver Note is entitled to the benefits of, and evidences Obligations incurred under,
the Agreement, to which reference is made for a description of the security for this Revolver Note
and for a statement of the terms and conditions on which Borrowers are permitted and required to
make prepayments and repayments of principal of the Obligations evidenced by this Revolver Note and
on which such Obligations may be declared to be immediately due and payable.



     This Revolver Note shall be governed, construed and enforced in accordance with the laws of
the State of Texas, without reference to the conflicts or choice of law principles thereof.



     Each Borrower hereby waives all requirements as to diligence, presentment, demand of payment,
protest and (except as required by the Agreement) notice of any kind with respect to this Revolver
Note.



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ADAMS GOLF, INC.

REVOLVER NOTE




     IN WITNESS WHEREOF, the undersigned have executed this Revolver Note as of the day and year
first above written.



	 	 	 	 	 	 	 
	 	 	BORROWERS:
	 
	 	 	 	 	 	 
	 	 	ADAMS GOLF, INC.
	 	 	ADAMS GOLF HOLDING CORP.
	 	 	ADAMS GOLF GP CORP.
	 	 	ADAMS GOLF MANAGEMENT CORP.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Eric Logan
	 	 
	 

	 	Title:
	 	Chief Financial Officer / Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	ADAMS GOLF, LTD.
	 	 	ADAMS GOLF IP, L.P.






	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Adams Golf GP Corp., its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Eric Logan	 	 
	 	 	 	 	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	WGU, LLC	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Adams Golf, Ltd., its sole member	 	 
	 	 	 	 	By:	 	Adams Golf GP Corp., its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	 

Eric Logan
	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President	 	 






 









 





Exhibit A-1




[FORM OF]

REVOLVER NOTE




November [__], 2007




     FOR VALUE RECEIVED, the undersigned (“Borrowers”) promise to pay to the order of
WACHOVIA BANK, NATIONAL ASSOCIATION (“Bank”) at the place and times provided in the
Agreement referred to below, the principal amount of all Revolver Loans made by Bank from time to
time pursuant to that certain Loan and Security Agreement dated as of November [___], 2007 (as
amended, restated or otherwise modified, the “Agreement”) by and between Borrowers and
Bank. Capitalized terms used herein and not defined herein shall have the meanings assigned
thereto in the Agreement.



     The unpaid principal amount of this Revolver Note from time to time outstanding is subject to
mandatory repayment from time to time as provided in the Agreement and shall bear interest as
provided in the Agreement. All payments of principal and interest on this Revolver Note shall be
payable to Bank or the holder of this Revolver Note in lawful currency of the United States of
America in immediately available funds in the manner and location indicated in the Agreement or
wherever else Bank or such holder may specify.



     This Revolver Note is entitled to the benefits of, and evidences Obligations incurred under,
the Agreement, to which reference is made for a description of the security for this Revolver Note
and for a statement of the terms and conditions on which Borrowers are permitted and required to
make prepayments and repayments of principal of the Obligations evidenced by this Revolver Note and
on which such Obligations may be declared to be immediately due and payable.



     This Revolver Note shall be governed, construed and enforced in accordance with the laws of
the State of Texas, without reference to the conflicts or choice of law principles thereof.



     Each Borrower hereby waives all requirements as to diligence, presentment, demand of payment,
protest and (except as required by the Agreement) notice of any kind with respect to this Revolver
Note.



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     IN WITNESS WHEREOF, the undersigned have executed this Revolver Note as of the day and year
first written above.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	ADAMS GOLF, INC.	 	 
	 	 	ADAMS GOLF HOLDING CORP.	 	 
	 	 	ADAMS GOLF GP CORP.	 	 
	 	 	ADAMS GOLF MANAGEMENT CORP.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	Name:	 	Eric Logan	 	 
	 	 	Title:	 	CFO, Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	ADAMS GOLF, LTD.	 	 
	 	 	ADAMS GOLF IP, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Adams Golf GP Corp., its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	Name:	 	Eric Logan	 	 
	 	 	 	 	Title:	 	CFO, Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	WGU, LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Adams Golf, Ltd., its sole member	 	 
	 

	 	 	 	By: Adams Golf GP Corp., its general partner	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Eric Logan	 	 
	 

	 	 	 	 	 	Title:
	 	CFO, Vice President