Item 1.01 Entry Into a Material Definitive Agreement.
As previously disclosed, on May 17, 2019, Topgolf Callaway Brands Corp. (the
"Company") and certain of its subsidiaries entered into a Fourth Amended and
Restated Loan and Security Agreement with the lenders party thereto from time to
time and Bank of America, N.A., as administrative agent and as security trustee
for such lenders (as amended, restated, supplemented or otherwise modified from
time to time, the "ABL Agreement").
On September 23, 2022, the Company entered into an amendment to the ABL
Agreement (the "Sixth Amendment" and, the ABL Agreement as amended by the Sixth
Amendment, the "Amended ABL Agreement"), which among other things,
(a) designates Callaway Golf EU B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) incorporated under the
laws of the Netherlands and wholly-owned indirect subsidiary of the Company, as
a new borrower and guarantor under the Amended ABL Agreement, (b) amends certain
definitions and other provisions (i) to permit certain additional inventory,
accounts, and other assets to be included in the calculation of the borrowing
base thereunder, (ii) to increase certain concentration limits and caps on the
eligibility criteria for including certain assets in the borrowing base
thereunder, and (iii) to increase certain advance rates and remove certain
seasonal limitations on advance rates with respect to certain borrowing base
assets, (c) amends certain definitions, covenants and other provisions to permit
the Company and its subsidiaries to make certain investments, dispositions,
distributions and other payments, and (d) amends certain definitions and other
provisions (i) to replace the LIBOR-based benchmark rates for certain loans
under the asset based revolving facility thereunder with SOFR-based rates (in
the case of certain U.S. dollar-denominated loans), a SONIA-based rate (in the
case of certain British Pound-denominated loans) and a SARON-based rate (in the
case of certain Swiss Franc-denominated loans), and (ii) to reduce the interest
rate margins for loans under the Amended ABL Agreement by 0.25% per annum.
The foregoing description is qualified in its entirety by reference to the Sixth
Amendment, a copy of which is attached as Exhibit 10.1 and incorporated by
reference in its entirety in this Item 1.01.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 is incorporated by reference in
this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 10.1 Sixth Amendment to Fourth Amended and Restated Loan and Security
Agreement, dated as of September 23, 2022, by and among Topgolf
Callaway Brands Corp., certain subsidiaries of Topgolf Callaway
Brands Corp., the financial institutions party thereto from time to
time as lenders and Bank of America, N.A., as administrative agent
and security trustee.
Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
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