Exhibit 10.1
Execution Version
AMENDMENT NO. 2 TO CREDIT AGREEMENT
AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of November 19, 2020 (this Agreement), among Callaway Golf Company (the
Borrower), the Lenders party hereto (who constitute the Required Lenders) and Bank of America, N.A., as administrative agent (the Administrative Agent).
WHEREAS, reference is hereby made to the Credit Agreement dated as of January 4, 2019 (as amended, restated, supplemented or otherwise
modified from time to time prior to the date hereof, including by the Amendment No. 1 to Credit Agreement, dated as of April 28, 2020, the Credit Agreement, and as further amended by this Agreement, the Amended
Credit Agreement), among the Borrower, the Administrative Agent and the financial institutions party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Amended Credit Agreement;
WHEREAS, pursuant to and in accordance with that certain Agreement and Plan of Merger, dated as of October 27, 2020 (together with
all exhibits, annexes and schedules thereto, as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the Merger Agreement), by and among the Borrower, 51 Steps, Inc., a Delaware
corporation, and Topgolf International, Inc., a Delaware corporation (TopGolf), the Borrower intends to directly or indirectly acquire all of the issued and outstanding share capital of TopGolf, not directly or indirectly owned by
the Borrower as of the date thereof (the Acquisition);
WHEREAS, in connection with, and subject to the occurrence of,
the Acquisition, the Borrower has requested to amend the Credit Agreement on the terms set forth herein (the Amendments);
WHEREAS, Bank of America, N.A., JPMorgan Chase Bank, N.A., MUFG Union Bank, N.A. and Truist Securities, Inc. are acting as joint lead
arrangers and joint bookrunning managers in connection with this Agreement and the Amendments (in such capacities, collectively, the Amendment No. 2 Lead Arrangers);
WHEREAS, the Credit Agreement provides that this Agreement, including the Amendments, may become effective with the consent of the Borrower,
the Administrative Agent and Lenders constituting the Required Lenders;
WHEREAS, on the Agreement Effective Date (as defined below), each
Lender (a Consenting Lender) that shall have delivered its signature to this Agreement shall be deemed to have become party to and consented to this Agreement, including the Amendments, and this Agreement shall become irrevocably
valid, effective and binding upon each party hereto; and
WHEREAS, on the Amendment Operative Date (as defined below), the Amendments will
become operative;
NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
SECTION 1. Amendments and Consents.
(a) Effective as of the Amendment Operative Date, the Credit Agreement shall be amended to delete the stricken text
(indicated textually in the same manner as the following example: stricken text) and to add the
double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Amended Credit Agreement attached as Exhibit A hereto, provided that this Agreement shall not constitute a novation of the
Credit Agreement as in effect prior to the Agreement Effective Date or the Amendment Operative Date.