8-K Exhibit 10.1




Exhibit 10.1
 
JOINDER AGREEMENT
 
This JOINDER AGREEMENT, dated as of January 16, 2013, is delivered pursuant to Section 8.7 of the Guaranty and Security Agreement, dated as of November 30, 2010 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Guaranty and Security Agreement”), by ClubCorp Club Operations, Inc., a Delaware corporation (the “Borrower”) and the Affiliates of the Borrower from time to time party thereto as Grantors in favor of Citicorp North America, Inc., as administrative agent and collateral agent for the Secured Parties referred to therein.  Capitalized terms used herein without definition are used as defined in the Guaranty and Security Agreement.
By executing and delivering this Joinder Agreement, each of the undersigned, as provided in Section 8.7 of the Guaranty and Security Agreement, hereby become party to the Guaranty and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting the generality of the foregoing, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the respective Secured Obligations of each of the undersigned, hereby mortgages, pledges and hypothecates to the Administrative Agent for the benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of the Secured Parties a lien on and security interest in, all of their rights, titles and interests in, to and under their respective Collateral, and expressly assume all obligations and liabilities of a Grantor thereunder.  The undersigned hereby agree to be bound as a Grantor for the purposes of the Guaranty and Security Agreement.
The information set forth in Annex A is hereby added to the information set forth in Schedules 1 through 6 to the Guaranty and Security Agreement.  By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Guaranty and Security Agreement and that the Pledged Collateral listed on Annex A to this Joinder Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Secured Obligations of the undersigned.
Each of the undersigned hereby represent and warrant that each of the representations and warranties contained in Article IV of the Guaranty and Security Agreement applicable to it is true and correct on and as the date hereof as if made on and as of such date.
 
[SIGNATURE PAGES FOLLOW]
 



    






 
IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and delivered as of the date first above written.
 


	
			
	 
	ClubCorp NV I, LLC,

	 
	a Nevada limited liability company

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Curtis D. McClellan

	 
	Name:
	Curtis D. McClellan

	 
	Title:
	Treasurer

	 
	 
	 

	 
	

ClubCorp NV II, LLC,

	 
	a Nevada limited liability company

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Curtis D. McClellan

	 
	Name:
	Curtis D. McClellan

	 
	Title:
	Treasurer

	 
	



ClubCorp NV III, LLC,

	 
	a Nevada limited liability company

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Curtis D. McClellan

	 
	Name:
	Curtis D. McClellan

	 


	Title:
	Treasurer

	 


	

ClubCorp NV IV, LLC,

	 
	a Nevada limited liability company

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Curtis D. McClellan

	 
	Name:
	Curtis D. McClellan

	 


	Title:
	Treasurer

	 


	

ClubCorp NV V, LLC,

	 
	a Nevada limited liability company

	 
	 
	 

	 
	 
	 

	 
	By:
	/s/ Curtis D. McClellan

	 
	Name:
	Curtis D. McClellan

	 
	Title:
	Treasurer

	 
	 
	 

	 
	 
	 

	 
	 
	 




 
[SIGNATURE PAGE TO JOINDER AGREEMENT]
 



    






 


	
				
	ACKNOWLEDGED AND AGREED
	 

	as of the date first above written:
	 

	 
	 

	 
	 

	CITICORP NORTH AMERICA, INC.
	 

	as Administrative Agent
	 

	 
	 

	By:
	/s/ John Rowland
	 

	 
	Name:
	John Rowland
	 

	 
	Title:
	Vice President
	 




 
[SIGNATURE PAGE TO JOINDER AGREEMENT]
 



    






 
ANNEX A
 
Supplement to Schedules 1-6
of the Guaranty and Security Agreement
 
[See the attached]
 



    






 
SCHEDULE 1
 
COMMERCIAL TORT CLAIMS
 
NONE
 



    






 
SCHEDULE 2
 
FILINGS
 
A UCC-1 financing statement in a form satisfactory to the Administrative Agent will be filed with the filing office as listed in this Schedule 2 against each Grantor in their jurisdiction of organization.






	
							
	State
	 
	Filing Office
	 
	Applicable Grantors
	 

	Nevada
	 
	Secretary of State
	 
	•
	ClubCorp NV I, LLC
	 

	 
	 
	 
	 
	•
	ClubCorp NV II, LLC
	 

	 
	 
	 
	 
	•
	ClubCorp NV III, LLC
	 

	 
	 
	 
	 
	•
	ClubCorp NV IV, LLC
	 

	 
	 
	 
	 
	•
	ClubCorp NV V, LLC
	 




 



    






 
SCHEDULE 3
 
JURISDICTION OF ORGANIZATION; CHIEF EXECUTIVE OFFICE 
 


	
										
	LEGAL ENTITY 
NAME
	 
	Jurisdiction of 
Formation 
and Type of 
Entity
	 
	Organizational 
Identification 
Number
	 
	Chief Executive Office or Sole 
Place of Business
	 
	Additional 
Jurisdictions 
where 
Qualified to do 
business
	 

	ClubCorp NV I, LLC
	 
	a Nevada limited liability company
	 
	E064387012-8
	 
	ClubCorp NV I, LLC 
3030 LBJ Freeway, Suite 600 
Dallas, TX 75234
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	ClubCorp NV II, LLC
	 
	a Nevada limited liability company
	 
	E0643952012-8
	 
	ClubCorp NV II, LLC 
3030 LBJ Freeway, Suite 600 
Dallas, TX 75234
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	ClubCorp NV III, LLC
	 
	a Nevada limited liability company
	 
	E0644112012-9
	 
	ClubCorp NV III, LLC 
3030 LBJ Freeway, Suite 600 
Dallas, TX 75234


	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	ClubCorp NV IV, LLC
	 
	a Nevada limited liability company
	 
	E0644192012-79
	 
	ClubCorp NV IV, LLC 
3030 LBJ Freeway, Suite 600 
Dallas, TX 75234


	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 
	 

	ClubCorp NV V, LLC
	 
	a Nevada limited liability company
	 
	E0644212012-1
	 
	ClubCorp NV V, LLC 
3030 LBJ Freeway, Suite 600 
Dallas, TX 75234
	 
	 
	 




 



    






 
SCHEDULE 4
 
LOCATION OF INVENTORY AND EQUIPMENT
 


	
				
	GRANTOR
	 
	LOCATIONS
	 

	ClubCorp NV I, LLC
	 
	ClubCorp NV I, LLC 
3030 LBJ Freeway, Suite 600 
Dallas, TX 75234
	 

	 
	 
	 
	 

	ClubCorp NV II, LLC 




	 
	ClubCorp NV II, LLC 
3030 LBJ Freeway, Suite 600 
Dallas, TX 75234
	 

	 
	 
	 
	 

	ClubCorp NV III, LLC 




	 
	ClubCorp NV III, LLC 
3030 LBJ Freeway, Suite 600 
Dallas, TX 75234
	 

	 
	 
	 
	 

	ClubCorp NV IV, LLC 




	 
	ClubCorp NV IV, LLC 
3030 LBJ Freeway, Suite 600 
Dallas, TX 75234
	 

	 
	 
	 
	 

	ClubCorp NV V, LLC 




	 
	ClubCorp NV V, LLC 
3030 LBJ Freeway, Suite 600 
Dallas, TX 75234
	 




 



    






 
SCHEDULE 5
 
PLEDGED COLLATERAL
 
Part 1. Pledged Certificated Stock to be delivered to the Administrative Agent
 
NONE
 
Part 2. Pledged Uncertificated Stock and Pledged Certificated Stock — delivery of which is not required
 
NONE
 
Part 3. Pledged Debt
 
NONE
 



    






 
SCHEDULE 6
 
REGISTERED TRADEMARKS (USA)
 
NONE
 
REGISTERED TRADEMARKS (FOREIGN)
 
NONE
 
COPYRIGHT REGISTRATIONS (USA OR FOREIGN)
 
NONE
 
PATENT REGISTRATIONS (USA OR FOREIGN)
 
NONE
 
DOMAIN NAMES
 
NONE