Second Amendment to Amended and Restated Credit Agreement



 Exhibit 10.60 
  
 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 
  
 THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
“Second Amendment”) is made and dated as of the 23rd day of January, 2006 by and among CALLAWAY GOLF COMPANY, a Delaware corporation (the “Borrower”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line
Lender and L/C Issuer, and each Lender party with the Borrower, the Administrative Agent, Swing Line Lender and L/C Issuer to the Amended and Restated Credit Agreement dated as of November 5, 2004 (as amended, modified, waived, amended and
restated or replaced from time to time, the “Credit Agreement”). 
  
 A. The Borrower has asked the Lenders to amend the Credit Agreement to reduce the pricing, modify financial covenants, modify restrictions on Restricted Payments, permit disposition and replacement of real property
and related assets upon consolidation of business activities and include in Obligations secured by Collateral obligations under Swap Contracts with Affiliates of a Lender. 
  
 B. On the terms and subject to the conditions of this Second Amendment, the Lenders have agreed to so amend the Credit
Agreement. 
  
 NOW, THEREFORE, in consideration of the above
Recitals and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows: 
  

ARTICLE I 
 AMENDMENTS

  
 1.01 Definitions. In Section 1.01, the
definition of “Consolidated Capitalization Ratio” is deleted in its entirety; the definitions of “Applicable Rate,” “Fee Letter” and “Obligations” are amended and restated; and new
definitions of “Consolidated Tangible Net Worth” and “Maturity Date” are added in correct alphabetical order to read as follow 
  
 “‘Applicable Rate’ means, from time to time, the following percentages per annum based upon the
Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate delivered pursuant to Section 6.02(a) below: 
  
 Applicable Rate 
  

												
	 Pricing
Level

	  	 Consolidated Leverage Ratio      

	  	Commitment
Fee

	 	 	Eurodollar Rate +

	 	 	Base Rate +

	 
	  	  	 	Letter of
Credit Fees

	 	 
	 1
	  	32.00:1	  	0.275	%	 	1.500	%	 	0.25	%
	 2
	  	<2.00 :1 but 31.50:1	  	0.250	%	 	1.250	%	 	0.00	%
	 3
	  	<1.50 :1 but 31.00:1	  	0.200	%	 	1.000	%	 	0.00	%
	 4
	  	<1.00 :1 but 30.50:1	  	0.150	%	 	0.750	%	 	0.00	%
	 5
	  	<0.50:1	  	0.125	%	 	0.625	%	 	0.00	%








 “Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated
Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a Compliance Certificate is not
delivered when due in accordance with such Section, then Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered.” 
  
 “‘Consolidated Tangible Net Worth’ means, as of any
date of determination, for the Borrower and its Subsidiaries on a consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on that date minus the Intangible Assets of the Borrower and its Subsidiaries on that
date.” 
  
 “‘Fee Letter’ means,
collectively, the letter agreement, dated October 5, 2004, among the Borrower, the Administrative Agent and the Arranger and any other letter agreement between the Administrative Agent and/or Arranger and the Borrower referencing this Agreement
and specifying fees to be payable hereunder or with respect hereto.” 
  
 “‘Maturity Date’ means January 23, 2011.” 
  
 “‘Obligations’ means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any
Loan Document or otherwise with respect to any Loan or Letter of Credit or any Swap Contract with a Lender or any Affiliate of a Lender, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become
due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debt Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.” 
  
 1.02 Dispositions. Section 7.05 is amended and restated to read as follows: 
  
 “7.05 Dispositions. Make any Disposition or enter into any
agreement to make any Disposition, except: 
  
 “(a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; 
  
 “(b) Dispositions of inventory in the ordinary course of business; 
  
 “(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged
for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; 
  
 “(d) Dispositions of property by any Subsidiary to the
Borrower or to a Wholly Owned Subsidiary; provided that if the transferor of such property is a Guarantor, the 








 
transferee thereof must either be the Borrower or a Guarantor; and Dispositions of property by the Borrower to any Guarantor; 
  
 “(e) Dispositions permitted by
Section 7.04; 
  
 “(f) leases,
subleases, licenses and rights to use granted to others not otherwise prohibited by this Agreement that do not materially adversely affect the conduct by the Borrower and by its Subsidiaries of their core golf products business; 
  
 “(g) Dispositions made in connection with the closure,
downsizing, restructuring, closure or partial closure of the golf ball manufacturing operations of the Borrower; 
  
 “(h) Dispositions of excess real property and related assets made in connection with the consolidation of business activities in
other locations; and 
  
 “(i) other
Dispositions in an aggregate amount not to exceed $10,000,000; 
  
 “provided, however, that any Disposition pursuant to clauses (a) through (h) shall be for fair market value; provided, further, that the Borrower or any of its Material Subsidiaries may enter into an agreement
to make a Disposition otherwise prohibited by this Section 7.05 if failure to consummate such Disposition would not result in a liability or Indebtedness otherwise prohibited by this Agreement and either (i) the aggregate amount of
assets subject to such agreement, when combined with assets subject to other such agreements, during any fiscal year does not exceed $10,000,000 or (ii) the consummation of the Disposition contemplated by such agreement is conditioned upon
either the termination of this Agreement or receipt of the prior written consent of the Administrative Agent.” 
  
 1.03 Restricted Payments. Section 7.06 is amended and restated to read as follows: 
  
 “7.06 Restricted Payments. Declare or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: 
  
 “(a) each Subsidiary may make Restricted Payments to the Borrower and to Wholly Owned Subsidiaries (and, in the case of a Restricted
Payment by a Subsidiary that is not a Wholly Owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); 
  
 “(b) the Borrower and each Subsidiary may declare and
make dividend payments or other distributions payable solely in the common stock or other Equity Interests of such Person; 
  
 “(c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other Equity Interests
or warrants or options to 








 
acquire any such Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or other Equity
Interests; 
  
 “(d) the Borrower may
purchase Equity Interests in any Loan Party or options with respect to Equity Interests in any Loan Party held by employees or management of any Loan Party in connection with the termination of employment of such employees or management; and

  
 “(e) so long as no Default would exist
after giving effect thereto, the Borrower may declare or pay cash dividends to its stockholders and purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash in an aggregate
amount not to exceed: 
  
 “(i) during fiscal
year 2006, (A) $100,000,000 used to repurchase its outstanding Equity Interests and (B) $25,000,000 used to make other Restricted Payments; 
  
 “(ii) during fiscal year 2007, (A) if Consolidated EBITDA for fiscal year 2006 is less than $65,000,000, $30,000,000 and
(B) if the Consolidated EBITDA for fiscal year 2006 is equal to or greater than $65,000,000, the lesser of (x) $100,000,000 and (y) (I) 75% of the sum of such Consolidated EBITDA plus (II) the amount, if any (but not to exceed
$20,000,000), by which the Restricted Payments permitted to be made in fiscal year 2006 to repurchase Equity Interests exceed Restricted Payments actually made for such purpose during fiscal year 2006; 
  
 “(iii) thereafter, in any fiscal year, the lesser of
(A) if Consolidated EBITDA for the immediately preceding fiscal year was less than $65,000,000, $30,000,000 and (B) if the Consolidated EBITDA for the immediately preceding fiscal year was equal to or greater than $65,000,000, 75% of
Consolidated EBITDA for such preceding fiscal year.” 
  
 1.04 Financial Covenants. Section 7.11 is amended and restated to read as follows: 
  
 “7.11 Financial Covenants. 
  
 “(a) Consolidated Leverage Ratio. As of the end of any fiscal quarter of the Borrower, permit the Consolidated Leverage Ratio
to exceed 2.75 to 1.00. 
  
 “(b)
Consolidated Interest Coverage Ratio. As of the end of any fiscal quarter of the Borrower, permit the Consolidated Interest Coverage Ratio to be less than 3.50 to 1.00. 
  
 “(c) Consolidated Tangible Net Worth. At any time, permit the Consolidated Tangible Net Worth to
be less than: 
  
 “(i) $355,000,000, minus










 “(ii) the aggregate net cost to the Borrower to repurchase its Equity Interests from
and after January 23, 2006, plus 
  
 “(iii) concurrently with receipt, the net cash proceeds from any resale, reissuance or new issuance of Equity Interests in the Borrower (excluding net cash proceeds from the exercise of options by employees, directors, spokespersons,
independent contractors and other members of management of the Borrower and its Subsidiaries), plus 
  
 “(iv) as of the end of the first, second, third and fourth fiscal quarters in each fiscal year of the Borrower commencing with the
fiscal quarter ending March 31, 2006, 50% of the Consolidated Net Income of the Borrower for the fiscal year to date; provided that such number shall be added only if such Consolidated Net Income is positive; provided, further, that
(x) amounts added to Consolidated Tangible Net Worth at the end of the first, second and third fiscal quarters pursuant to this clause (iv) shall be excluded from the minimum Consolidated Tangible Net Worth required by this Section in
making future calculations and shall not permanently increase the Consolidated Tangible Net Worth required to be maintained by the Borrower pursuant to this Section and (y) additions to Consolidated Tangible Net Worth as of the end of each
fourth quarter pursuant to this clause (iv) shall permanently increase the Consolidated Tangible Net Worth required to be maintained by the Borrower pursuant to this Section.” 
  
 1.05 Capital Expenditures. Section 7.12 is amended and restated to read as follows: 
  
 “7.12 Capital Expenditures. Make any expenditure
in respect of the purchase or other acquisition of any fixed or capital asset, except: 
  
 “(a) expenditures for normal replacements and maintenance which are properly charged to current operations; 
  
 “(b) capital expenditures for real property, related
assets and improvements thereto in an aggregate amount not to exceed (and made at any time after or at any time not more than 24 months prior to receipt by the Borrower or any of its Subsidiaries of) the net cash proceeds from real property disposed
of, or to be disposed of, pursuant to Section 7.05(h); and 
  
 “(c) other capital expenditures in the ordinary course of business not exceeding, in the aggregate for the Borrower and it Subsidiaries, $50,000,000 in any fiscal year.” 
  
 1.06 Application of Payments to Swap Contracts. The sixth application
to which amounts are to be applied in accordance with Section 8.03 is amended and restated to read as follows: 









 “Sixth, to the payment of Obligations on any Swap Contract with any Lender or
any Affiliate of any Lender;” 
  
 ARTICLE II

 CONDITIONS PRECEDENT 
  
 As conditions precedent to the effectiveness of this Second Amendment, (a) there shall have been delivered to the Administrative Agent counterpart
copies of this Second Amendment signed by the Borrower and each of the Lenders and acknowledged by each Guarantor, together with certificates of resolutions or other action, incumbency certificates and other certificates of Responsible Offices as
reasonably required by the Administrative Agent, (b) the representations and warranties of each Loan Party contained in this Second Amendment and in each of the other Loan Documents shall be accurate and complete in all material respects as of
the date of this Second Amendment except to the extent relating solely to a prior date, (c) there shall not have occurred and be continuing any Default and (d) the Borrower shall have paid to the Administrative Agent, individually or for
the account of the Required Lenders, such amendment fees as the parties shall separately have agreed in writing. 
  
 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES 
  
 As an inducement to the Lenders to enter into this Second Amendment, the
Borrower represents and warrants to each Lender that (a) the Credit Agreement, as amended hereby, constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, or similar Laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, (b) no Default has occurred and is
continuing and (c) no event or circumstance since the financial statements as of December 31, 2004 delivered to the Lenders pursuant to Section 6.01 of the Credit Agreement has had, or could reasonably be expected to have,
either individually or in the aggregate a Material Adverse Effect. 
  
 ARTICLE IV 
 MISCELLANEOUS PROVISIONS 
  
 This Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument and, together with the Credit Agreement, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. If any provision of this Second Amendment is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Second Amendment shall not be affected or
impaired thereby. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE
ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. 









  
 IN WITNESS WHEREOF, the parties
hereto have caused this Second Amendment to be duly executed as of the date first above written. 
  

			
	CALLAWAY GOLF COMPANY
		
	By:	 	 /s/ Bradley J. Holiday

	 Name:
	 	 Bradley J. Holiday

	 Title:
	 	 Sr. Executive Vice President and CFO










  

			
	 BANK OF AMERICA, N.A., as
 Administrative Agent

		
	 By:
	 	 /s/ Dora A. Brown

	 Name:
	 	 Dora A. Brown

	 Title:
	 	 Vice President Agency Management Officer










  

			
	 BANK OF AMERICA, N.A., as a Lender, L/C
 Issuer and Swing Line Lender

		
	 By:
	 	 /s/ Gordon Wiens

	 Name:
	 	 Gordon Wiens

	 Title:
	 	 Senior Vice President










  

			
	 UNION BANK OF CALIFORNIA, N.A., as
 Syndication Agent and a Lender

		
	 By:
	 	 /s/ Douglas S. Lambell

	 Name:
	 	 Douglas S. Lambell

	 Title:
	 	 Vice President










  

			
	 BARCLAYS BANK PLC, as Syndication Agent
 and a Lender

		
	 By:
	 	 /s/ Lionel Green

	 Name:
	 	 Lionel Green

	 Title:
	 	 Director



  

 S - 1 








  

			
	 JPMORGAN CHASE BANK, N.A., as
 Documentation Agent and a Lender

		
	 By:
	 	 /s/ Clara Sohan

	 Name:
	 	 Clara Sohan

	 Title:
	 	 Vice President 



  

 S - 1 








  

			
	U.S. BANK NATIONAL ASSOCIATION, as Co-Agent and a Lender
		
	By:	 	 /s/ Scott J. Bell

	 Name:
	 	 Scott J. Bell

	 Title:
	 	 Senior Vice President



  

 S - 1 








  

			
	COMERICA WEST INCORPORATION, as a Lender
		
	By:	 	 /s/ Elise M. Walker

	 Name:
	 	 Elise M. Walker

	 Title:
	 	 Vice President



  

 S - 1 








  

			
	FIFTH THIRD BANK, as a Lender
		
	By:	 	 /s/ David C. Melin

	 Name:
	 	 David C. Melin

	 Title:
	 	 Vice President



  

 S - 1 








  

			
	CITIBANK (WEST), F.S.B., as a Lender
		
	By:	 	 /s/ Dennis J. Jans

	 Name:
	 	 Dennis J. Jans

	 Title:
	 	 Vice President



  

 S - 1 








  
 REAFFIRMATION

  
 AS OF THE DATE FIRST ABOVE WRITTEN, EACH OF THE
UNDERSIGNED GUARANTORS acknowledges receipt of a copy of the foregoing Second Amendment, reaffirms each of the Loan Documents to which it is a party (the “Guarantor Documents”), acknowledges that the execution and delivery of the
Second Amendment and the performance of the Credit Agreement, as amended thereby, have no affect on such Guarantor’s agreements and obligations under the Guarantor Documents, all of which remain the legal, valid and binding obligation of such
Guarantor, enforceable against such Guarantor in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or
by equitable principles relating to enforceability. 
  

			
	 CALLAWAY GOLF SALES COMPANY

		
	By:	 	 /s/ Joe Urzetta

	 Name:
	 	 Joe Urzetta

	 Title:
	 	President
	
	 THE TOP-FLITE GOLF COMPANY

		
	By:	 	 /s/ Bradley J. Holiday

	 Name:
	 	 Bradley J. Holiday

	 Title:
	 	Chief Financial Officer
	
	 CALLAWAY GOLF INTERACTIVE, INC.

		
	By:	 	 /s/ David Schofman

	 Name:
	 	 David Schofman

	 Title:
	 	Chief Executive Officer