Amendment To Line of Credit Agreement

AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT


THIS AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this " Amendment "), dated as of March 28, 2002, made by and among

GENERAL ELECTRIC CAPITAL CORPORATION , a Delaware corporation (the "Lender"),

ADAMS GOLF, LTD., a Texas limited partnership (the "Borrower"), and

ADAMS GOLF, INC., ADAMS GOLF HOLDING CORP., ADAMS GOLF GP CORP., ADAMS GOLF R A C CORP., ADAMS GOLF MANAGEMENT CORP., ADAMS GOLF DIRECT RESPONSE, LTD. and ADAMS GOLF IP, L.P. (the " Guarantors ") and, together with the Borrower, the " Credit Parties " and each a " Credit Party "),

to the Loan and Security Agreement, dated as of March 27, 2001 (as amended, modified, restated or supplemented from time to time, the " Loan Agreement "), among Credit Parties and the Lender. All capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Loan Agreement.


RECITALS


A. Pursuant to the Loan Agreement, the Lender has agreed to make Revolving Credit Advances to the Borrower secured by the Collateral.

B. To induce the Lender to enter into the Loan Agreement and make Revolving Credit Advances to the Borrower thereunder, each of the Guarantors jointly and severally guaranteed the payment and performance of all of the Obligations owing by the Borrower to the Lender pursuant to the Guaranty executed by each Guarantor.

C. The Borrower cannot satisfy all of the conditions precedent for the Lender's making of Revolving Credit Advances during the Fiscal Year ending December 31, 2002. Among other things, the Borrower does not have $15.0 million of cash and cash equivalents on hand as required by Section 1.2(e) of the Loan Agreement before the Lender's making of the initial Revolving Credit Advance during such Fiscal Year.

D. Nevertheless, the Credit Parties have requested that the Lender make Revolving Credit Advances to the Borrower during the Fiscal Year ending December 31, 2002 and the Lender has agreed to such request, upon the terms and subject to the conditions set forth herein.

E. To accomplish the foregoing, the Credit Parties and the Lender have agreed to enter into this Amendment.


STATEMENT OF AGREEMENT


NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the Credit Parties and the Lender hereby agree as follows:


ARTICLE I

AMENDMENTS TO LOAN AGREEMENT


The Loan Agreement is hereby amended as follows:


1.1

Defined Terms . Schedule A, Definitions , is amended as follows:

(a)

The following new definitions are added in appropriate alphabetical sequence:

"Dilution" shall mean, for any period of determination, the difference between

Accounts arising during such period and the actual cash collected on such Accounts during such period, expressed as a percentage of the total face amount of all Accounts arising during such period.

"Net Special Revolving Credit Advance Availability" shall mean, at any time, the

Special Revolving Credit Advance Availability less the amount of the Special Revolving Credit Advances then outstanding.

"Special Revolving Credit Advance Closing Date" shall mean the date on which

Each of the conditions precedent to Lender's making of any Special Revolving Credit Advance has been satisfied and Lender makes the initial Special Revolving Credit Advance to Borrower.

"Special Revolving Credit Advance Availability" shall mean at any time, the

Lesser of (i) the Special Revolving Credit Advance Maximum Amount or (ii) the Special Revolving Credit Advance Borrowing Base, in each case less reserves established by Lender from time to time.

"Special Revolving Credit Advance Borrowing Base" shall mean at any time an

Amount equal to the sum at such time of:

(a) the lesser of: (i) 50% percent of the value (as

Determined by Lender in the exercise of its good faith credit judgement) of Borrower's Eligible Accounts; provided that Lender shall reduce the foregoing percentage by two percentage points for each percentage point that the dilution of Borrower's Accounts (calculated by Lender as the average dilution over the most recent twelve months) exceeds 35% percent, or (ii) 85% of the Net Forced Liquidation Value of Borrower's Eligible Inventory, as determined by Lender in the exercise of its good faith credit judgment, the sale of which has given rise to an Eligible Account (also determined by Lender in the exercise of its good faith credit judgement) that remains outstanding at such time, plus

(b) 85% of the Net Forced Liquidation Value of Borrower's

Eligible Inventory at such time consisting of finished goods, as determined by Lender in the exercise of its good faith credit judgement.

"Special Revolving Credit Advance Inventory Appraisal" shall mean the

Inventory Appraisal to be obtained by Lender before its making of any Special Revolving Credit Advance requested by Borrower as set forth in Section 1A.2(e) of this Agreement.

"Special Revolving Credit Advances" shall mean those Revolving Credit

Advances made by Lender pursuant to this Agreement from the Special Revolving Credit Advance Closing Date through the Special Revolving Credit Advance Termination Date.

"Special Revolving Credit Advance Maximum Amount" shall mean $3.0 million

dollars.

"Special Revolving Credit Advance Termination Date" shall mean the earliest of

(i) August 31, 2002, (ii) the date Lender's obligation to advance funds is terminated pursuant to Section 7.2, and (iii) the date of indefeasible prepayment in full by borrower of the Obligations in accordance with the provisions of Section 1.2(c).

(b)

The definition of "Borrowing Base" is amended by deleting clause (a) of the

definition thereof in its entirety and by substituting in lieu thereof the following:

"(a)

50% of the value (as determined by Lender in the exercise of its good

faith credit judgement) of Borrower's Eligible Accounts; provided that Lender shall reduce the foregoing percentage by two percentage points for each percentage point that the Dilution of Borrower's Accounts (calculated by Lender as the average Dilution over the most recent twelve months) exceeds 35%, plus "

(c)

The definition of "Stated Expiry Date" is amended to read "March 26, 2004."

(d)

During the period from the Special Revolving ...