Holdings-2014.09.30-EX10.2


Exhibit 10.2


JOINDER AGREEMENT
This JOINDER AGREEMENT, dated as of September 30, 2014, 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 from time to time, the “Guaranty and Security Agreement”), by Clubcorp, 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.






[Curtis D. McClellan and Ingrid J. Keiser, respectively, executed the Joinder Agreement on behalf of the following parties.]





 


SEQUOIA GOLF BENTWATER LLC, 
a Georgia limited liability company


SEQUOIA GOLF BEVERAGE LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF BEVERAGE MANAGEMENT LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF BLACK BEAR LLC, 
a Colorado limited liability company 

SEQUOIA GOLF BLACKSTONE LLC, 
a Colorado limited liability company 
 
SEQUOIA GOLF BRASELTON LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF CATEECHEE MANAGEMENT LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF COLORADO BEVERAGE LLC, 
a Colorado limited liability company 
 
SEQUOIA GOLF DENVER BEVERAGE LLC, 
a Colorado limited liability company 
 
SEQUOIA GOLF EAGLE WATCH LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF FINANCIAL SERVICES LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF GEORGIA NATIONAL LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF GEORGIAN MANAGEMENT LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF HEALY POINT LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF HERON BAY LLC, 
a Georgia limited liability company 












SEQUOIA GOLF HM LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF HOLDINGS LLC, 
a Delaware limited liability company 
 
SEQUOIA GOLF LAKE WINDCREST LLC, 
a Texas limited liability company 
 
SEQUOIA GOLF MAGNOLIA CREEK LLC, 
a Texas limited liability company 
 
SEQUOIA GOLF MANAGEMENT LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF MANOR LLC, 
a Delaware limited liability company 
 
SEQUOIA GOLF MIRROR LAKE, LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF NORTH ATLANTA LLC, 
a Delaware limited liability company 
 
SEQUOIA GOLF OLDE ATLANTA LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF PEACHTREE LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF PLANTERRA RIDGE, LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF RECREATION SERVICES LLC, 
a Georgia limited liability company 

SEQUOIA GOLF RIVER FOREST LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF SMOKE RISE MANAGEMENT LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF SOUTH SHORE LLC, 
a Texas limited liability company 
 
SEQUOIA GOLF TEXAS BEVERAGE LLC, 
a Georgia limited liability company 





    






SEQUOIA GOLF WHITEWATER LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF WINDERMERE LLC, 
a Georgia limited liability company 
 
SEQUOIA GOLF WOODLANDS LLC, 
a Texas limited liability company 
 
SEQUOIA GOLF, LLC, 
a Georgia limited liability company 
 
SEQUOIA GREENSCAPES LLC, 
a Georgia limited liability company 
 
SEQUOIA MANAGEMENT SERVICES LLC, 
a Georgia limited liability company 
 
SEQUOIA WOODLANDS BEVERAGE OPERATIONS LLC, 
a Texas limited liability company 
 
CC SEQUOIA LTD., 
a Cayman Islands exempted company  

SHORT GRASS TECHNOLOGY LLC, 
a Georgia limited liability company 

SEQUOIA TENNIS MANAGEMENT LLC, 
a Georgia limited liability company 
 
FAIRWAYS ACQUISITION CORPORATION, 
a Nevada corporation 
 
FAIRWAYS GOLF HOLDINGS, LLC, 
a Nevada limited liability company 

CC FLAT CREEK, LLC, 
a Nevada limited liability company 
 
CC BRAELINN, LLC, 
a Nevada limited liability company 
 
CC CANONGATE 1, LLC, 
a Nevada limited liability company 

CC WHITE OAK, LLC, 
a Nevada limited liability company 
 
CC CHAPEL HILLS, LLC, 
a Nevada limited liability company 
CC MIRROR LAKE, LLC, 
a Nevada limited liability company 
 
CC PLANTERRA RIDGE, LLC, 
a Nevada limited liability company 

CC WINDERMERE, LLC, 
a Nevada limited liability company 
 
CC HAMILTON MILL, LLC, 
a Nevada limited liability company 
 
CC RIVER FOREST, LLC, 
a Nevada limited liability company 
 
CC GEORGIA NATIONAL, LLC, 
a Nevada limited liability company 
 
CC HERON BAY, LLC, 
a Nevada limited liability company 
 
CC WHITEWATER, LLC, 
a Nevada limited liability company 
 
CC EAGLE WATCH, LLC, 
a Nevada limited liability company 
 
CC OLDE ATLANTA, LLC, 
a Nevada limited liability company 
 
CC HEALY POINT, LLC, 
a Nevada limited liability company 
 
CC BRASELTON, LLC, 
a Nevada limited liability company 
 
CC SUN CITY PEACHTREE, LLC, 
a Nevada limited liability company 





    






CC POLO, LLC, 
a Nevada limited liability company 
 
CC WHITE COLUMNS, LLC, 
a Nevada limited liability company 

CC ATLANTA NATIONAL, LLC, 
a Nevada limited liability company 
 
CC MANOR, LLC, 
a Nevada limited liability company 
 
CC WOODLANDS, LLC, 
a Nevada limited liability company 
 
CC PANTHER OAKS, LLC, 
a Nevada limited liability company 
 
CC MAGNOLIA CREEK, LLC, 
a Nevada limited liability company 
 
CC LAKE WINDCREST, LLC, 
a Nevada limited liability company 
 
CC BLACKSTONE, LLC, 
a Nevada limited liability company 
 
CC BLACK BEAR, LLC, 
a Nevada limited liability company 
 









    




 


ACKNOWLEDGED AND AGREED 
as of the date first above written:
	
			
	CITICORP NORTH AMERICA, INC.,



	as Administrative Agent,

	 
	 

	By:
	/s/ Stuart Dickson

	 
	Name: Stuart Dickson

	 
	Title: Vice President