SECOND
AMENDMENT TO LOAN AND SECURITY AGREEMENT





THIS
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “Agreement”), dated as
of June 17, 2009 among ADAMS GOLF, INC., a Delaware corporation, ADAMS GOLF
HOLDING CORP., a Delaware corporation, ADAMS GOLF GP CORP., a Delaware
corporation, ADAMS GOLF, LTD., a Texas limited partnership, ADAMS GOLF IP, L.P.,
a Delaware limited partnership, ADAMS GOLF MANAGEMENT CORP., a Delaware
corporation, WGU, LLC, a Texas limited liability company (hereinafter the
“Borrowers”) and WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking
association) (the “Bank”);




WITNESSETH:





WHEREAS,
the Borrowers and Bank have entered into that certain Loan and Security
Agreement dated as of November 13, 2007, as amended (the “Existing Loan
Agreement”).





WHEREAS,
the parties hereto have agreed to amend the Existing Loan Agreement as set forth
herein.





NOW,
THEREFORE, in consideration of the agreements herein contained and other good
and valuable consideration, the parties hereby agree as follows:





PART
I


DEFINITIONS





SUBPART
1.1.  Certain
Definitions.  Unless otherwise defined herein or the context
otherwise requires, the following terms used in this Amendment, including its
preamble and recitals, have the following meanings:





“Amended Loan
Agreement” means the Existing Loan Agreement as amended
hereby.





“Second Amendment Effective
Date” shall have the meaning set forth in Subpart 4.1.





SUBPART
1.2.  Other
Definitions.  Unless otherwise defined herein or the context
otherwise requires, terms used in this Amendment, including its preamble and
recitals, have the meanings provided in the Amended Loan
Agreement.








PART
II


AMENDMENTS
TO EXISTING LOAN AGREEMENT





SUBPART
3.1.  Amendment to the Definition
of “Applicable Margin”.  Effective on (and subject to the
occurrence of) the Second Amendment Effective Date, the definition
of  “Applicable Margin” is
amended in its entirety so that such definition now reads as
follows:





“Applicable Margin”
means (a) 2.50% with respect to LMIR Loans and (b) 0.00% with respect to Base
Rate Loans.




SUBPART 3.2.  Amendment to Section
2.2.1.  Effective on (and subject to the occurrence of) the
Second Amendment Effective Date, the following sentences are added to the end of
Section 2.2.1:




Notwithstanding
the foregoing, the Borrowers shall not be required to implement any lockbox
arrangement required by this Section 2.2.1 unless Excess Availability at any
time is less than $5,000,000.  If Excess Availability at any time is
less than $5,000,000, Borrowers shall have a period of thirty (30) days
thereafter to implement any lockbox arrangement required by this Section
2.2.1.




SUBPART 3.3.  Amendment to Section
7.1.  Effective on (and subject to the occurrence of) the
Second Amendment Effective Date, the last sentence of Section 7.1 is amended in
its entirety so that such sentence now reads as follows:




Notwithstanding
the foregoing, the Borrowers shall not be required to maintain the foregoing
Fixed Charge Coverage Ratio as of the last day of any month if the average
amount of Excess Availability for such month exceeds $5,000,000.




PART
IV


CONDITIONS
TO EFFECTIVENESS





SUBPART
4.1.  Second
Amendment Effective Date.  This Amendment shall be and become
effective as of the date hereof when all of the conditions set forth in this
Part IV
shall have been satisfied or waived (the “Second Amendment Effective
Date”), and thereafter this Amendment shall be known, and may be referred
to, as “Second
Amendment.”





SUBPART
4.2.  Execution of Counterparts of
Documents.  The Bank shall have received fully executed
counterparts of this Amendment.





SUBPART
4.3.  Fees
and Expenses.  The Borrowers shall have paid all fees and
expenses of the Bank in connection with this Amendment (including reasonable
attorney’s fees).





PART
V


MISCELLANEOUS





SUBPART
5.1.  Cross-References.  References
in this Amendment to any Part or Subpart are, unless otherwise specified, to
such Part or Subpart of this Amendment.


2





SUBPART
5.2.  References in Other Loan
Documents.  At such time as this Amendment shall become
effective pursuant to the terms of Subpart 4.1, all
references in the Existing Loan Agreement to the “Loan Agreement” and all
references in the other Loan Documents to the “Loan Agreement” shall be deemed
to refer to the Amended Loan Agreement.





SUBPART
5.3.  Representations and
Warranties of the Borrower.  Each Borrower hereby represents
and warrants that (a) the representations and warranties contained in
Section 4 of the Existing Loan Agreement (as amended by this Amendment) are
correct in all material respects on and as of the date hereof as though made on
and as of such date and after giving effect to the amendments contained herein
and (b) no Default or Event of Default exists under the Existing Loan
Agreement on and as of the date hereof and after giving effect to the amendments
contained herein.





SUBPART
5.4.  Counterparts.  This
Amendment may be executed by the parties hereto in several counterparts, each of
which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement.





SUBPART
5.5.  Governing Law. THIS
AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF TEXAS WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW
PRINCIPLES THEREOF.





SUBPART
5.6.  Successors and
Assigns.  This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.





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remainder of this page is intentionally left blank.]


3


Each of
the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written.




BORROWERS:
                                                ADAMS
      GOLF, INC.ADAMS
      GOLF HOLDING CORP.ADAMS
      GOLF GP CORP.ADAMS
      GOLF MANAGEMENT CORP.By:
                                                /S/ OLIVER G. BREWER IIIName:Title:ADAMS
      GOLF, LTD.ADAMS
      GOLF IP, L.P.By:  
      Adams Golf GP Corp., its general PartnerBy:
                                                /S/OLIVER G. BREWERIIIName:Title:WGU,
      LLC.By:
                                                Adams
      Golf, Ltd., its sole memberBy:
                                                Adams
      Golf GP Corp.,its
      general partnerBy:
                                                /S/OLIVER G. BREWERIIIName:Title:BANK:
                                                WACHOVIA
      BANK, NATIONAL
ASSOCIATION
  By:
                                                /S/ Thomas P. FloydName:
                                                Thomas
      P. FloydTitle:
                                                Vice
      President