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48
10.34 Second Amended and Restated Loan and Security Agreement, dated as of December 22, 2011, among Callaway
Golf Company, Callaway Golf Sales Company, Callaway Golf Ball Operations, Inc., Callaway Golf Canada Ltd.,
Callaway Golf Europe Ltd., Callaway Golf Interactive, Inc., Callaway Golf International Sales Company, Callaway
Golf European Holding Company Limited, Bank of America, N.A., as administrative agent and collateral agent,
UBS Securities LLC, as syndication agent, Wells Fargo Capital Finance, LLC, as documentation agent, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner and certain financial
institutions as lenders, incorporated herein by this reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K, as filed with the Commission on December 28, 2011 (file no. 1-10962).
10.35 First Amendment to Second Amended and Restated Loan and Security Agreement, dated as of December 22, 2011,
among Callaway Golf Company, Callaway Golf Sales Company, Callaway Golf Ball Operations, Inc., Callaway
Golf Canada Ltd., Callaway Golf Europe Ltd., Callaway Golf Interactive, Inc., Callaway Golf International Sales
Company, Callaway Golf European Holding Company Limited, Bank of America, N.A., as administrative agent
and collateral agent, UBS Securities LLC, as syndication agent, Wells Fargo Capital Finance, LLC, as
documentation agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole
bookrunner and certain financial institutions as lenders, incorporated herein by this reference to Exhibit 10.8 to
the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, as filed with the Commission
on August 2, 2012 (file no. 1-10962).
10.36 Second Amendment to Second Amended and Restated Loan and Security Agreement, dated as of September 5,
2013, among Callaway Golf Company, Callaway Golf Sales Company, Callaway Golf Ball Operations, Inc.,
Callaway Golf Canada Ltd., Callaway Golf Europe Ltd., Bank of America, N.A., as administrative agent and
collateral agent, UBS Securities LLC, as syndication agent, Wells Fargo Capital Finance, LLC, as documentation
agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole bookrunner and certain
financial institutions as lenders, incorporated herein by this reference to Exhibit 10.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2013, as filed with the Commission on October 28,
2013 (file no. 1-10962).
10.37 Third Amendment to the Second Amended and Restated Loan and Security Agreement, dated as of June 23, 2014,
among Callaway Golf Company, Callaway Golf Sales Company, Callaway Golf Ball Operations, Inc., Callaway
Golf Canada Ltd., Callaway Golf Europe Ltd., Callaway Golf Interactive, Inc. and Callaway Golf International
Sales Company and Callaway Golf European Holding Company Limited, Bank of America, N.A., as administrative
agent and security trustee and certain financial institutions as lenders, incorporated herein by this reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K, as filed with the Commission on June 26, 2014 (file
no. 1-10962).
10.38 Fourth Amendment to the Second Amended and Restated Loan and Security Agreement, dated as of May 27, 2015,
among Callaway Golf Company, Callaway Golf Sales Company, Callaway Golf Ball Operations, Inc., Callaway
Golf Canada Ltd., Callaway Golf Europe Ltd., Bank of America, N.A., as administrative agent and certain financial
institutions as lenders, incorporated herein by this reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K, as filed with the Commission on May 27, 2015 (file no. 1-10962).
10.39 Fifth Amendment to the Second Amended and Restated Loan and Security Agreement, dated as of August 25, 2015,
among Callaway Golf Company, Callaway Golf Sales Company, Callaway Golf Ball Operations, Inc., Callaway
Golf Canada Ltd., Callaway Golf Europe Ltd., Bank of America, N.A., as administrative agent and certain financial
institutions as lenders, incorporated herein by this reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K, as filed with the Commission on August 27, 2015 (file no. 1-10962).
10.40 Sixth Amendment to the Second Amended and Restated Loan and Security Agreement, dated as of February 8,
2016, among Callaway Golf Company, Callaway Golf Sales Company, Callaway Golf Ball Operations, Inc.,
Callaway Golf Canada Ltd., Callaway Golf Europe Ltd., Bank of America, N.A., as administrative agent and certain
financial institutions as lenders, incorporated herein by this reference to Exhibit 10.1 to the Company's Current
Report on Form 8-K, as filed with the Commission on February 10, 2016 (file no. 1-10962).
21.1 List of Subsidiaries.†
23.1 Consent of Deloitte & Touche LLP.†
24.1 Form of Limited Power of Attorney.†
31.1 Certification of Oliver G. Brewer III pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.†