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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