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 $5,000,00
