Exhibit 10.1

 

JOINDER AGREEMENT

 

This JOINDER AGREEMENT, dated as of January 5, 2012, is delivered pursuant to Section 8.6 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 8.6 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.

 

 

	
 
    	
CCFL, INC.,
    
	
 
    	
a Nevada corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ingrid Keiser
    
	
 
    	
Name:
    	
Ingrid Keiser
    
	
 
    	
Title:
    	
Secretary
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
CCCA, INC.,
    
	
 
    	
a Nevada corporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Ingrid Keiser
    
	
 
    	
Name:
    	
Ingrid Keiser
    
	
 
    	
Title:
    	
Secretary
    


 

[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:
    	
Director
    	
 
    


 

[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
    	
 
    	
·
    	
CCFL, Inc.
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
·
    	
CCCA, Inc.
    	
 
    


 











 

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
    	
 
    
	
CCFL, Inc.
    	
 
    	
a Nevada corporation
    	
 
    	
E0659042011-6
    	
 
    	
CCFL, Inc.
   3030 LBJ Freeway, Suite 600
   Dallas, TX 75234
    	
 
    	
FL
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
CCCA, Inc.
    	
 
    	
a Nevada corporation
    	
 
    	
E0659052011-7
    	
 
    	
CCCA, Inc.
   3030 LBJ Freeway, Suite 600
   Dallas, TX 75234
    	
 
    	
 
    	
 
    


 











 

SCHEDULE 4

 

LOCATION OF INVENTORY AND EQUIPMENT

 


	
GRANTOR
    	
 
    	
LOCATIONS
    	
 
    
	
CCFL, Inc.
    	
 
    	
CCFL, Inc.
   3030 LBJ Freeway, Suite 600
   Dallas, TX 75234
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
CCCA, Inc.
    	
 
    	
CCCA, Inc.
   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