JOINDER AGREEMENT

EX-10.1 3 a8-kexhibit101.htm EXHIBIT 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
 
###-###-####-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