CALLAWAY GOLF COMPANY as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee Indenture Dated as of August 29, 2012 3.75% Convertible Senior Notes due August 15, 2019Callaway Golf Co • August 24th, 2012 • Sporting & athletic goods, nec • New York
INDENTURE dated as of August 29, 2012 between Callaway Golf Company, a Delaware corporation (the “Company”) and Wilmington Trust, National Association, a national banking association, as Trustee.
EXCHANGE AGREEMENTExchange Agreement • August 24th, 2012 • Callaway Golf Co • Sporting & athletic goods, nec
(the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Preferred Stock (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with Callaway Golf Company (the “Company”) on August , 2012 whereby the Holders will exchange (the “Exchange”) the Company’s 7.50% Series B Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share and liquidation preference $100 per share (the “Preferred Stock”), for shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), and/or the Company’s new % Convertible Senior Notes due 2019 (the “Notes”) that will be issued pursuant to the provisions of an Indenture dated as of August , 2012 (the “Indenture”) between the Company and Wilmington Trust, National Association, as Trustee (the “Trustee”).
PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • August 24th, 2012 • Callaway Golf Co • Sporting & athletic goods, nec
(the “Undersigned”), for itself and on behalf of the accounts listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is acquiring Purchased Notes (as defined below) hereunder, a “Purchaser”), enters into this Private Placement Purchase Agreement (the “Agreement”) with Callaway Golf Company (the “Company”) on August , 2012 whereby the Purchaser will purchase (the “Purchase”) the Company’s % Convertible Senior Notes due 2019 (the “Notes”) that will be issued pursuant to the provisions of an Indenture dated as of August , 2012 (the “Indenture”) between the Company and Wilmington Trust, National Association, as Trustee (the “Trustee”).
