FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED
LOAN AND SECURITY AGREEMENT
This FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this Amendment), dated as of October 27, 2020, is entered into by and among the Lenders (as defined below) signatory hereto, BANK OF AMERICA, N.A., as administrative agent and as security trustee for the Lenders (in such capacity, Agent), CALLAWAY GOLF COMPANY, a Delaware corporation (Parent), CALLAWAY GOLF SALES COMPANY, a California corporation (Callaway Sales), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (Callaway Operations), OGIO INTERNATIONAL, INC., a Utah corporation, (Ogio), TRAVISMATHEW, LLC, a California limited liability company (travisMathew), JACK WOLFSKIN NORTH AMERICA, INC., a Delaware corporation (Wolfskin and together with Parent, Callaway Sales, Callaway Operations, Ogio and travisMathew, collectively, U.S. Borrowers), CALLAWAY GOLF CANADA LTD., a Canada corporation (Canadian Borrower), JACK WOLFSKIN AUSRÜSTUNG FÜR DRAUSSEN GMBH & CO. KGAA, a partnership limited by shares (Kommanditgesellschaft auf Aktien) under the laws of the Federal Republic of Germany (German Borrower), CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (U.K. Borrower and together with the U.S. Borrowers, German Borrower, and Canadian Borrower, each individually a Borrower and individually and collectively, jointly and severally, the Borrowers), and the other Obligors party hereto.
A. Borrowers, the other Obligors party thereto, Agent, and the financial institutions signatory thereto from time to time (each a Lender and collectively the Lenders) have previously entered into that certain Fourth Amended and Restated Loan and Security Agreement dated as of May 17, 2019 (as amended, supplemented, restated and modified from time to time, the Loan Agreement), pursuant to which the Lenders have made certain loans and financial accommodations available to Borrowers. Terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement, as amended hereby.
B. Obligors have requested that Agent and the Required Lenders amend the Loan Agreement, which Agent and the Required Lenders are willing to do pursuant to the terms and conditions set forth herein.
C. Obligors are entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of Agents or any Lenders rights or remedies as set forth in the Loan Agreement or any of the other Loan Documents are being waived or modified by the terms of this Amendment.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Amendments to Loan Agreement.
(a) The following definitions in Section 1.1 of the Loan Agreement are hereby amended and restated in their respective entirety to read as follows: