EX-10.1 5th Amendment to Credit Agreement

EX-10.1 3 d00435exv10w1.txt EX-10.1 5TH AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.1 FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT THIS FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this "Fifth Amendment"), dated as of September 20, 2002, by and among the lenders listed on the signature pages hereof (the "Lenders"), CLUBCORP, INC., a Delaware corporation (the "Borrower"), and BANK OF AMERICA, N.A., as administrative agent for the Lenders (the "Administrative Agent"), to the extent and in the manner provided for in the Credit Agreement (defined below and herein so called). BACKGROUND A. The Borrower, the Lenders, certain co-agents, certain managing agents and the Administrative Agent are parties to that certain First Amended and Restated Credit Agreement, dated as of September 24, 1999, as amended by that certain First Amendment to First Amended and Restated Credit Agreement, dated as of November 5, 1999, that certain Second Amendment to First Amended and Restated Credit Agreement, dated as of December 20, 2000, that certain Third Amendment and Waiver to First Amended and Restated Credit Agreement, dated as of December 25, 2001, and that certain Fourth Amendment to First Amended and Restated Credit Agreement, dated as of February 7, 2002 (said Credit Agreement, as amended, the "Credit Agreement"; the terms defined in the Credit Agreement and not otherwise defined herein shall be used herein as defined in the Credit Agreement). B. The Borrower, the Lenders and the Administrative Agent desire to amend the Credit Agreement. NOW, THEREFORE, in consideration of the covenants, conditions and agreements hereafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are all hereby acknowledged, the parties hereto covenant and agree as follows: 1. Amendments. (a) The definition of "Change of Control" set forth in Section 1.1 of the Credit Agreement is hereby amended to read as follows: "Change of Control" means the occurrence of any of the following: (a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Borrower and its Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) other than a Permitted Holder; (b) any "person" or "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of 35% or more of the voting power of all classes of Voting Stock of the Borrower; 1 (c) the first day on which a majority of the members of the Board of Directors of the Borrower are not Continuing Directors; or (d) the Borrower consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into the Borrower, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Borrower or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where (A) the Voting Stock of the Borrower outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and (B) immediately after such transaction, no "person" or "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than a Permitted Holder, becomes, directly or indirectly, the Beneficial Owner of 35% or more of the voting power of all classes of Voting Stock of the Borrower. (b) The definition of "Second Tier Appraised Properties" set forth in Section 1.1 of the Credit Agreement is hereby amended to read as follows: "Second Tier Appraised Properties" means such Initial Appraised Properties (other than the First Tier Appraised Properties) which result in the Appraised Value of the Appraised Properties being in an aggregate amount no less than $777,450,000 and which are approved by the Determining Lenders, and such other property that becomes a Second Tier Appraised Property pursuant to Section 5.15. (c) Section 1.1 of the Credit Agreement is hereby amended by adding the following defined terms thereto in proper alphabetical order: "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" shall have a corresponding meaning. "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Borrower who: (1) was a member of such Board of Directors on September 20, 2002; 2 (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election. "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the Facility B Term Loan Maturity Date. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Borrower to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Borrower may not purchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption is not prohibited by Section 7.9 hereof. "Permitted Holder" means (a) the estate of Robert H. Dedman, (b) any immediate family member of Robert H. Dedman or (c) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding an 80% or more controlling interest of which consist of Persons referred to in the immediately preceding clause (b) or any charitable foundation created by Robert H. Dedman or such other Persons referred to in the immediately preceding clause (b); provided that any such Person shall only be deemed to be a Permitted Holder to the extent that such Person's Voting Stock of the Borrower was received from Robert H. Dedman. "Senior Debt" means, as of any date of determination, determined for the Borrower and its Subsidiaries on a consolidated basis, the remainder of (a) Total Debt minus (b) Unsecured Subordinated Indebtedness. "Senior Secured Debt" means, as of any date of determination for the Borrower and its Subsidiaries on a consolidated basis, Senior Debt which is Permitted Secured Indebtedness. "Senior Secured Debt Ratio" means, for any date of calculation (which shall be as of the last day of each Fiscal Quarter), the ratio of Senior Secured Debt as of the date of determination to EBITDA calculated for the four consecutive Fiscal Quarters ending on the date of calculation. For purpose of calculation of the Senior Secured Debt Ratio only, with respect to assets not owned at all times during the four Fiscal Quarters immediately preceding the date of calculation of EBITDA, there shall be (i) included in EBITDA the pro forma EBITDA (but calculated to exclude any increase in EBITDA which would be the result of any expenses that the Borrower projects to be eliminated by such proposed acquisition) of any assets acquired during any such four Fiscal Quarters and (ii) excluded from EBITDA the EBITDA of any assets disposed of during any of such four Fiscal Quarters. 3 "2002 Senior Notes" means that certain Unsecured Indebtedness evidenced by the senior notes of the Borrower due no earlier than 2009 and issued in 2002 in an aggregate principal amount not less than $200,000,000, pursuant to terms satisfactory to the Determining Lenders. "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the board of directors of such Person. (d) Section 1.1 of the Credit Agreement is hereby further amended by deleting the defined term "Group" therefrom. (e) Section 2.5(b) of the Credit Agreement is hereby amended to add a new subclause (v) thereto to read as follows: (v) Prepayment from Issuance of 2002 Senior Notes. Concurrently with the receipt of Net Cash Proceeds from the issuance of the 2002 Senior Notes, the Borrower shall (A) first, prepay (1) Facility A Term Loan Advances and Facility B Term Loan Advances in an aggregate principal amount equal to 50% of the Net Cash Proceeds received in respect of the issuance of up to $200,000,000 in aggregate principal amount of the 2002 Senior Notes and (2) Revolving Credit Advances in an aggregate principal amount equal to 50% of the Net Cash Proceeds received in respect of the issuance of up to $200,000,000 in aggregate principal amount of the 2002 Senior Notes, (B) second, prepay Revolving Credit Advances in an aggregate principal amount equal to 100% of the Net Cash Proceeds received in respect of that portion, if any, of the principal amount of the 2002 Senior Notes issued which exceeds $200,000,000 but which does not exceed $225,000,000, (C) third, to prepay (1) Facility A Term Loan Advances and Facility B Term Loan Advances in an aggregate principal amount equal to 50% of the Net Cash Proceeds received in respect of that portion, if any, of the principal amount of the 2002 Senior Notes issued which exceeds $225,000,000 but which does not exceed $250,000,000 and (2) Revolving Credit Advances in an aggregate principal amount equal to 50% of the Net Cash Proceeds received in respect of that portion, if any, of the principal amount of 2002 Senior Notes issued which exceeds $225,000,000 but which does not exceed $250,000,000 and (D) fourth, prepay Facility A Term Loan Advances and Facility B Term Loan Advances in an aggregate principal amount equal to 100% of the Net Cash Proceeds received in respect of that portion, if any, of the principal amount of the 2002 Senior Notes issued which exceeds $250,000,000. For purposes of determining Net Cash Proceeds from the issuance of the 2002 Senior Notes, all fees and expenses related to such issuance shall be allocated pro rata to the aggregate principal amount of the 2002 Senior Notes issued. Such prepayments shall be applied as provided in Section 2.5(c) hereof. (f) Section 2.5(c) of the Credit Agreement is hereby amended to read as follows: (c) Prepayments and Payments, Generally. Any partial payment of a (i) Base Rate Advance shall be in a principal amount which is at least $1,000,000 and which is an integral multiple of $500,000 and (ii) a LIBOR Rate Advance shall be in a principal 4 amount which is at least $5,000,000 and which is an integral multiple of $1,000,000, and to the extent that any payment of a LIBOR Advance is made on a date other than the last day of its Interest Period, the Borrower shall reimburse each Lender (to the extent required) in accordance with Section 2.9 hereof. Any prepayment of any Term Loan Advance shall (i) include and be applied to accrued interest to the date of such prepayment on the principal amount prepaid and (ii) be applied pro rata to all of the unpaid scheduled installment payments of the Facility A Term Loan Advances and the Facility B Term Loan Advances, in each case pro rata based on the outstanding principal amount of the Facility A Term Loan Advances and the Facility B Term Loan Advances then unpaid. Any prepayments required to be made pursuant to Section 2.5(b)(ii), (iii), (iv) or (v) hereof shall (i) not be subject to the notice and minimum payment provisions of this Section 2.5; provided, however, the Borrower shall be required to reimburse each Lender for any loss, cost or expense incurred by each Lender in connection with any such prepayment as set forth in Section 2.9 hereof if any prepayment results in a LIBOR Advance being paid on a day other than the last day of an Interest Period for such LIBOR Advance, (ii) be applied first to Base Rate Advances, if any, and then to LIBOR Advances, and (iii) except as otherwise provided in Section 2.5(b)(v) hereof, be applied to the outstanding Revolving Credit Advances, to the extent that the Facility A Term Loan Advances and Facility B Term Loan Advances shall have been paid in full. (g) Section 2.6(b) of the Credit Agreement is hereby amended to read as follows: (b) Mandatory Reduction. The Revolving Credit Commitment shall be permanently reduced by (i) the amount of Revolving Credit Advances required to be prepaid pursuant to Section 2.5(b)(ii) hereof and (ii) $25,000,000 on the date of the issuance of the 2002 Senior Notes. On the Revolving Credit Commitment Maturity Date, the Revolving Credit Commitment shall be automatically reduced to zero. (h) Section 7.1 of the Credit Agreement is hereby amended by (i) deleting "and" at the end of clause (h) thereof; (ii) deleting "." at the end of clause (i) and inserting "; and" in lieu thereof and (iii) adding the following new clause (j) thereto to read as follows: (j) The 2002 Senior Notes. (i) Section 7.9 of the Credit Agreement is hereby amended to read as follows: Section 7.9 Restricted Payments. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly declare, pay or make any Restricted Payments except (a) Dividends payable by a Subsidiary to the Borrower or another Subsidiary that is an Obligor, (b) payments and prepayments of principal of Indebtedness other than (i) payments, prepayments and redemptions of Indebtedness permitted to be incurred pursuant to Section 7.1(h) hereof and (ii) optional prepayments and redemptions of Indebtedness permitted to be incurred pursuant to Section 7.1(j) hereof, and (c) Dividends payable by the Borrower in an aggregate amount not to exceed $7,500,000 during any Fiscal Year; provided, however, the Borrower shall not pay or make any Restricted Payments permitted by this Section 7.9 unless there shall exist no Default or Event of Default prior to or after giving effect to any such proposed Restricted Payment. 5 (j) Section 7.12 of the Credit Agreement is hereby amended to read as follows: Section 7.12 Maximum Leverage Ratio. The Borrower shall not permit the Leverage Ratio to be greater than (a) 5.50 to 1 at the end of the second Fiscal Quarter of Fiscal Year 2002, (b) 5.90 to 1 at the end of the third Fiscal Quarter of Fiscal Year 2002, (c) 5.60 to 1 at the end of either of the fourth Fiscal Quarter of Fiscal Year 2002 or the first Fiscal Quarter of Fiscal Year 2003, (d) 5.25 to 1 at the end of either of the second or third Fiscal Quarter of Fiscal Year 2003, (e) 5.00 to 1 at the end of any Fiscal Quarter from and including the fourth Fiscal Quarter of Fiscal Year 2003 through and including the third Fiscal Quarter of Fiscal Year 2004 and (f) 4.50 to 1 at the end of any Fiscal Quarter thereafter. (k) Section 7.13 of the Credit Agreement is hereby amended to read as follows: Section 7.13 Minimum Fixed Charge Coverage Ratio. The Borrower shall not permit the Fixed Charge Coverage Ratio to be less than (a) 0.85 to 1 at the end of any Fiscal Quarter from and including the second Fiscal Quarter of Fiscal Year 2002 through and including the third Fiscal Quarter of Fiscal Year 2003, and (b) 0.95 to 1 at the end of any Fiscal Quarter thereafter. (l) Article 7 of the Credit Agreement is hereby amended by adding new Sections 7.23 and 7.24 thereto to read as follows: Section 7.23 Senior Secured Debt Ratio. The Borrower shall not permit the Senior Secured Debt Ratio to be greater than (a) 4.25 to 1 at the end of the third Fiscal Quarter of Fiscal Year 2002, (b) 4.00 to 1 at the end of either of the fourth Fiscal Quarter of Fiscal Year 2002 or the first Fiscal Quarter of Fiscal Year 2003, (c) 3.75 to 1 at the end of either of the second or third Fiscal Quarter of Fiscal Year 2003, (d) 3.50 to 1 at the end of the fourth Fiscal Quarter of Fiscal Year 2003 through and including the third Fiscal Quarter of Fiscal Year 2004, and (e) 3.00 to 1 at the end of any Fiscal Quarter thereafter. Section 7.24 Terms of the 2002 Senior Notes. The Borrower shall not enter into (in connection with the initial issuance of the 2002 Senior Notes or thereafter), change or amend (or take any action or fail to take any action the result of which is an effective amendment or change), or accept any waiver or consent with respect to, the indenture or any other document, instrument or agreement relating to the 2002 Senior Notes if such action or failure to take action would, in the reasonable determination of the Administrative Agent, result in the covenants, events of default or remedies in respect of the 2002 Senior Notes being materially more adverse to the Lenders than the terms and provisions of the 2002 Senior Notes posted on September 17, 2002 on the IntraLinks website maintained by Banc of America Securities LLC and titled "ClubCorp-Amendment". (m) Section 8.01(o) of the Credit Agreement is hereby amended to read as follows: (o) INTENTIONALLY OMITTED. 6 (n) Exhibit E to the Credit Agreement, the Compliance Certificate, is hereby amended to be in the form of Exhibit E attached to this Fifth Amendment. 2. WAIVER. The Lenders hereby waive, effective June 30, 2002, any Event of Default which occurred under (a) Section 8.01(o) of the Credit Agreement as a result of the Appraised Value of the Initial Appraised Properties being less than $800,000,000 at June 30, 2002 and (b) Section 8.01(q) of the Credit Agreement as a result of the Borrower not delivering the items required therein by June 30, 2002. 3. REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof, after giving effect to the waiver provided in Section 2 above: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; and (b) no event has occurred and is continuing which constitutes a Default or an Event of Default. 4. CONDITIONS OF EFFECTIVENESS. This Fifth Amendment shall be effective (provided that the amendments provided for in Section 1 hereof shall not be effective until and unless, in addition to the conditions set forth below, the 2002 Senior Notes are issued and all fees payable to the Administrative Agent or any of its Affiliates with respect to this Fifth Amendment as agreed upon between the Borrower and such parties have been paid), upon satisfaction of the following conditions: (a) the representations and warranties set forth in Section 3 of this Fifth Amendment shall be true and correct; (b) the Administrative Agent shall have received counterparts of this Fifth Amendment executed by the Determining Lenders; (c) the Administrative Agent shall have received counterparts of this Fifth Amendment executed by the Borrower and acknowledged by each Guarantor; (d) payment of all outstanding legal fees and expenses of Special Counsel; and (e) the Administrative Agent shall have received in form and substance satisfactory to the Administrative Agent, such other documents, certificates and instruments as the Lenders shall require. 5. RESERVATION OF RIGHTS. The Borrower acknowledges that the Lenders execution and delivery of this Fifth Amendment shall not be deemed to create a course of dealing or otherwise obligate the Lenders to execute similar waivers under the same or similar circumstances in the future. 7 6. AMENDMENT FEE. The Borrower covenants and agrees to pay amendment fees in immediately available funds to the Lenders which execute and deliver this Fifth Amendment to the Administrative Agent (or its counsel) not later than 2:00 p.m., Dallas time, September 23, 2002, in an amount equal to the product of (a)(i) with respect to each Lender having a portion of the Revolving Credit Commitment, such Lender's portion of the Revolving Credit Commitment and (ii) with respect to each Lender which is owed Facility A Term Loan Advances or Facility B Term Loan Advances, the aggregate principal amount of Facility A Term Loan Advances and Facility B Term Loan Advances owed to such Lender multiplied by (b)(i) 0.125%, which amendment fee shall be due and payable on the earlier of October 25, 2002 or the date of issuance of the 2002 Senior Notes and (ii) 0.125%, which amendment fee shall be due and payable on the date of issuance of the 2002 Senior Notes. The Borrower agrees that the failure to pay the amendment fees provided in this Section 6 shall be an event of default under Section 8.1(b)(ii) of the Credit Agreement. 7. GUARANTOR'S ACKNOWLEDGMENT. By signing below, each Guarantor (i) acknowledges, consents and agrees to the execution, delivery and performance by the Borrower of this Fifth Amendment, (ii) acknowledges and agrees that its obligations in respect of its Subsidiary Guaranty are not released, diminished, waived, modified, impaired or affected in any manner by this Fifth Amendment, or any of the provisions contemplated herein, (iii) ratifies and confirms its obligations under its Subsidiary Guaranty and (iv) acknowledges and agrees that it has no claim or offsets against, or defenses or counterclaims to, its Subsidiary Guaranty. 8. APPROVAL OF 2002 SENIOR NOTES. Each Lender signing this Fifth Amendment hereby acknowledges and agrees that the terms of the 2002 Senior Notes are satisfactory to such Lender. 9. REFERENCE TO THE CREDIT AGREEMENT. (a) Upon and during the effectiveness of this Fifth Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", or words of like import shall mean and be a reference to the Credit Agreement, as affected by this Fifth Amendment. (b) Except as expressly set forth herein, this Fifth Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights or remedies of the Administrative Agent or the Lenders under the Credit Agreement or any of the other Loan Documents, and shall not alter, modify, amend, or in any way affect the terms, conditions, obligations, covenants, or agreements contained in the Credit Agreement or the other Loan Documents, all of which are hereby ratified and affirmed in all respects and shall continue in full force and effect. 10. COSTS AND EXPENSES. The Borrower shall be obligated to pay the costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and deliver of this Fifth Amendment and the other instruments and documents to be delivered hereunder. 11. EXECUTION IN COUNTERPARTS. This Fifth Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of 8 which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. For purposes of this Fifth Amendment, a counterpart hereof (or signature page thereto) signed and transmitted by any Person party hereto to the Administrative Agent (or its counsel) by facsimile machine, telecopier or electronic mail is to be treated as an original. The signature of such Person thereon, for purposes hereof, is to be considered as an original signature, and the counterpart (or signature page thereto) so transmitted is to be considered to have the same binding effect as an original signature on an original document. 12. GOVERNING LAW; BINDING EFFECT. This Fifth Amendment shall be governed by and construed in accordance with the laws of the State of Texas (without giving effect to conflict of laws) and the United States of America, and shall be binding upon the Borrower and each Lender and their respective successors and assigns. 13. HEADINGS. Section headings in this Fifth Amendment are included herein for convenience of reference only and shall not constitute a part of this Fifth Amendment for any other purpose. 14. ENTIRE AGREEMENT. THE CREDIT AGREEMENT, AS AMENDED BY THIS FIFTH AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AS TO THE SUBJECT MATTER THEREIN AND HEREIN AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. REMAINDER OF PAGE LEFT INTENTIONALLY BLANK 9 IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment as of the date first above written. CLUBCORP, INC. By: /s/ John M. Massey III ---------------------------------------- Name: John M. Massey III ------------------------------- Title: Vice President ------------------------------- 10 ACKNOWLEDGED AND AGREED: CLUBCORP USA, INC., a Delaware corporation THE 191 CLUB, INC., a Georgia corporation THE 410 CLUB MANAGEMENT CORP., an Illinois corporation AKRON MANAGEMENT CORP., an Ohio corporation April SOUND MANAGEMENT CORP., a Texas corporation ASPEN GLEN GOLF CLUB MANAGEMENT COMPANY, a Colorado corporation ATHLETIC CLUB AT THE EQUITABLE CENTER, INC., a New York corporation BANKERS CLUB, INC., a Florida corporation BAY OAKS COUNTRY CLUB, INC., a Texas corporation BECKETT RIDGE COUNTRY CLUB, INC., an Ohio corporation BIENVILLE CLUB, INC., an Alabama corporation BRAEMAR COUNTRY CLUB, INC., a California corporation BROKEN ARROW MANAGEMENT CORP., an Oklahoma corporation BROOKHAVEN COUNTRY CLUB, INC., a Texas corporation BUCKHEAD CLUB, INC., a Georgia corporation BUNKER HILL CLUB, INC., a California corporation BR GP, INC., a Georgia corporation BIRCHRIVER GOLF MANAGEMENT, INC., a Georgia corporation CANYON CREST COUNTRY CLUB, INC., a California corporation CANYON GATE AT LAS VEGAS, INC., a Nevada corporation CANYON SPRINGS GOLF CLUB, INC., a Texas corporation CAPITAL CITY CLUB OF MONTGOMERY, INC., an Alabama corporation CAPITAL CITY CLUB OF RALEIGH, INC., a North Carolina corporation CAPITAL CLUB, INC., a Virginia corporation CCA SILBAND/GOLFCORP/ROUND ROCK, INC., a Texas corporation CCA SILBAND HOLDING CORPORATION, a Nevada corporation 11 CCA SILBAND/GOLFCORP, a California corporation CCA SILBAND - FAIRFIELD, INC., a California corporation CCA SILBAND UPLAND HILLS CORP., a California corporation SILBAND SPORTS CORP., a California corporation PLANTATION SERVICES, INC., a Texas corporation COUNTRY MEADOW MANAGEMENT, INC., an Arizona corporation CCA GOLF CENTERS, INC., a Texas corporation CCA GOLF CENTER-ARLINGTON, INC., a Texas corporation CCA GOLF CENTER-CLEARWATER, INC., a Florida corporation CCA SILBAND INVESTMENT CORP., a Texas corporation U.S. GOLF MANAGEMENT, INC., a Delaware corporation MIDDLETOWN, GOLF, INC., a Pennsylvania corporation CENTER CLUB, INC., a California corporation CENTRE CLUB, INC., a Florida corporation CITRUS CLUB, INC., a Florida corporation CITY CLUB OF SAN FRANCISCO, INC., a California corporation CITY CLUB OF WASHINGTON, INC., a District of Columbia corporation CLEAR CREEK HOLDING COMPANY, a Texas corporation CLUB AT BOSTON COLLEGE, INC., a Massachusetts corporation THE CLUB AT CANYON GATE, INC., a Nevada corporation CLUB AT CIMARRON, INC., a Texas corporation CLUB AT FRANKLIN SQUARE, INC., a District of Columbia corporation CLUB AT GLEN OAKS, INC., an Iowa corporation CLUB AT SOCIETY CENTER, INC., an Ohio corporation CLUB ATHLETIC CONSULTING, INC., a Texas corporation CLUB CORPORATION OF CANADA, LTD., a Canadian corporation CLUB FINANCIAL CORP., a Nevada corporation CLUB HARRIS BRANCH REALTY, INC., a Texas corporation 12 CLUB LE CONTE, INC., a Tennessee corporation CLUB WELLS BRANCH REALTY, INC., a Texas corporation CWBR OF DELAWARE, INC., a Texas corporation CLUB COMPANY REALTY, INC., a Texas corporation CCRI OF DELAWARE, INC. a Delaware corporation CLUBCORP BUYING SERVICES, INC., a Delaware corporation CLUBCORP AVEN HOLDINGS, INC., a Delaware corporation CLUBCORP GLOBAL HOLDINGS, INC., a Delaware corporation CLUBCORP GLOBAL CONSULTING, INC., a Delaware corporation CLUBCORP GRAPHICS, INC., a Florida corporation COLUMBIA CAPITAL CITY CLUB CORP., a South Carolina corporation COLUMBIA TOWER CLUB, INC., a Washington corporation COMMERCE CLUB, INC., a South Carolina corporation COTO PROPERTY HOLDINGS, INC., a California corporation COUNTRYSIDE COUNTRY CLUB, INC., a Florida corporation CROW CANYON MANAGEMENT CORP., a California corporation DAYTON RACQUET CLUB, INC., an Ohio corporation DEBARY MANAGEMENT CORP., a Florida corporation DES MOINES CLUB TENANT CORP., an Iowa corporation DES MOINES CLUB MANAGEMENT, INC., an Iowa corporation DESERT FALLS COUNTRY CLUB, INC., a California corporation DESERT OASIS GOLF CLUB MANAGEMENT CORP., a California corporation DIAMANTE GOLF CLUB MANAGEMENT, INC., an Arkansas corporation DIAMANTE GOLF CLUB PARTNERS, INC., an Arkansas corporation DIAMOND RUN CLUB, INC., a Pennsylvania corporation 13 THE DOWNTOWN CLUB, INC., a Texas corporation EXCHANGE CLUB MANAGEMENT, INC., an Illinois corporation FAIR OAKS CLUB CORP., a Texas corporation FAIRLANE MANOR, INC., a Michigan corporation FCS CORP., a Nevada corporation FIRST CITY CLUB MANAGEMENT, INC., a Georgia corporation FLORIDA GOLF CLUB OF GAINESVILLE, INC., a Florida corporation FORT BEND ACQUISITION CORP., a Texas corporation FORTUNE FINANCIAL CORP., a Texas corporation FOSSIL CREEK GOLF, INC., a Texas corporation GCL CORPORATION, a California corporation GEORGE WASHINGTON UNIVERSITY CLUB, INC., a District of Columbia corporation GLENDALE MANAGEMENT CORP., a Wisconsin corporation GLENDALE RACQUET CLUB, INC., a Wisconsin corporation GP BEAR'S BEST ATLANTA, INC., a Georgia corporation GP BEAR'S BEST LAS VEGAS, INC., a Nevada corporation GRANCH GOLF CLUB, INC., an Arizona corporation GREENBRIER COUNTRY CLUB, INC., a Virginia corporation GREENS GOLF & RACQUET CLUB, INC., an Oklahoma corporation GREENSPOINT CLUB, INC., a Texas corporation HACKBERRY CREEK COUNTRY CLUB, INC., a Texas corporation HAILE PLANTATION MANAGEMENT CORP., a Florida corporation HARBOUR CLUB OF CHARLESTON, INC., a South Carolina corporation HEARTHSTONE COUNTRY CLUB, INC., a Texas corporation HERITAGE CLUB, INC., an Alabama corporation HILLS II OF LAKEWAY, INC., a Texas corporation HOUSTON CITY CLUB, INC., a Texas corporation HUNTER'S GREEN ACQUISITION CORP., a Florida corporation 14 INDIGO RUN ASSET CORP., a South Carolina corporation IRVING CLUB ACQUISITION CORP., a Texas corporation IW GOLF CLUB, INC., a California corporation JEFFERSON CLUB, INC., a Kentucky corporation KINGWOOD COUNTRY CLUB, INC., a Texas corporation KINGWOOD COVE, INC., a Texas corporation KNOLLWOOD COUNTRY CLUB, INC., an Indiana corporation LAKES CLUB, INC., an Arizona corporation LEGAV CORPORATION, a California corporation LIONSGATE GOLF CLUB, INC., a Kansas corporation MANAGEMENT COMPANY FOR ASPEN GLEN, INC., a Colorado corporation MANAGEMENT COMPANY FOR STONERIDGE CLUB, INC., a California corporation MANAGER FOR CCHH, INC., a South Carolina corporation MANAGER FOR INDIGO RUN, INC., a South Carolina corporation MEMORIAL STADIUM CLUB MANAGEMENT CORP., a Texas corporation MEMPHIS CITY CLUB, INC., a Tennessee corporation METROPOLITAN CLUB OF CHICAGO, INC., an Illinois corporation METROPOLITAN CLUB OF DENVER, INC. a Colorado corporation MISSION HILLS COUNTRY CLUB, INC., a California corporation NASHVILLE CLUB MANAGEMENT, INC., a Tennessee corporation NETCLUB, INC., a Texas corporation NEW ENGLAND COUNTRY CLUB MANAGEMENT, INC., a Massachusetts corporation NORTHWOOD MANAGEMENT CORP., a Georgia corporation OAK POINTE COUNTRY CLUB, INC., a Michigan corporation OAKMONT MANAGEMENT CORPORATION, a Texas corporation PARADISE VALLEY MANAGEMENT, INC., a California corporation 15 PARK AVENUE CLUB, INC. (formerly the Fifth Avenue Club, Inc.), a New York corporation PIEDMONT CLUB, INC., a North Carolina corporation PLAZA CLUB OF SAN ANTONIO, INC., a Texas corporation PLAZA CLUB-HAWAII, LTD., a Hawaii corporation PORTER VALLEY COUNTRY CLUB, INC., a California corporation PRESIDENTIAL COUNTRY CLUB, INC., THE, a Florida corporation PYRAMID CLUB MANAGEMENT, INC., a Pennsylvania corporation QUAIL HOLLOW MANAGEMENT, INC., an Ohio corporation QUEENS HARBOUR CORPORATION, a Florida corporation RAVINIA CLUB, INC., a Georgia corporation RENAISSANCE CLUB, INC., a Michigan corporation STANDARD CLUB MANAGEMENT, INC., a Michigan corporation RICHARDSON COUNTRY CLUB CORP., a Texas corporation RIVER CREEK COUNTRY CLUB, INC., a Virginia corporation RIVERS CLUB, INC., a Pennsylvania corporation SABAL TRACE CORP., a Florida corporation SAN FRANCISCO TENNIS CLUB, INC., a California corporation THE SAN JOSE CLUB, INC., a California corporation SAN JOSE RENAISSANCE CLUB, INC., a California corporation SHADOW RIDGE GOLF CLUB, INC., a California corporation SHADY VALLEY MANAGEMENT CORP., a Texas corporation SHOREBY CLUB MANAGEMENT, INC., an Ohio corporation SILVER LAKE MANAGEMENT CORP., an Ohio corporation SKYLINE CLUB, INC., an Indiana corporation SNEE FARM COUNTRY CLUB, INC., a South Carolina corporation SOCIETY MANAGEMENT, INC., a Nevada corporation SOUTHERN TRACE COUNTRY CLUB OF SHREVEPORT, INC., a Louisiana corporation SPR ENERGY CORPORATION, a Texas corporation 16 SPRING VALLEY LAKE COUNTRY CLUB INC., a California corporation STONEBRIAR CLUB, INC., a Texas corporation STONEBRIAR MANAGEMENT CORP., a Texas corporation STONEHENGE CLUB, INC., a Virginia corporation SUMMIT CLUB, INC., an Ohio corporation SUMMIT CLUB, INC., an Alabama corporation SYMPHONY TOWERS CLUB, INC., a California corporation TAMPA PALMS CLUB, INC., a Florida corporation TEAL BEND GOLF CLUB, INC., a California corporation TIMARRON GOLF CLUB, INC., a Texas corporation TOWER CITY CLUB OF VIRGINIA, INC., a Virginia corporation TOWER CLUB OF DALLAS, INC., a Texas corporation TOWER CLUB, INC., a North Carolina corporation TOWER CLUB, INC., a Florida corporation TOWN POINT CLUB, INC., a Virginia corporation TRADITION GOLF CLUB, INC., a Texas corporation TREESDALE COUNTRY CLUB, INC., a Pennsylvania corporation TURKEY CREEK GOLF CLUB, INC., a California corporation UNC ALUMNI CLUB MANAGEMENT, INC., a North Carolina corporation UNIVERSITY CLUB MANAGEMENT COMPANY, INC., a Florida corporation UNIVERSITY CLUB OF HOUSTON, INC., a Texas corporation UNIVERSITY CLUB OF WEST PALM BEACH, INC., a Florida corporation UNIVERSITY CLUB, INC., a Mississippi corporation UNIVERSITY CLUB, INC., a Florida corporation WALNUT CREEK MANAGEMENT CORP., a Texas corporation WESTLAKE CITY CLUB, INC., a Texas corporation WILDFLOWER COUNTRY CLUB, INC., a Texas corporation WILLOW CREEK MANAGEMENT, INC., a Texas corporation WOODSIDE PLANTATION COUNTRY CLUB, INC., a South Carolina corporation ABILENE CLUB MANAGEMENT CORP., a Texas corporation 17 ACI OF LATIN AMERICA, INC., a Delaware corporation AKRON CLUB MANAGEMENT CORP., an Ohio corporation ARLINGTON CITY CLUB, INC., a Texas corporation ATLANTA CITY CLUB, INC., a Georgia corporation ATRIUM CLUB, INC., a New York corporation BALLENISLES COUNTRY CLUB MANAGEMENT, INC., a Florida corporation BENTWOOD MANAGEMENT CORP., a Texas corporation BRAE-BURN CLUB MANAGEMENT, INC., a Texas corporation CANE RUN CLUB, INC., an Ohio corporation CANE RUN MANAGEMENT, INC., an Ohio corporation THE CAPITOL CLUB, INC., a California corporation CASCADE ATHLETIC CLUB, INC., an Ohio corporation CCC HOLDING, INC., a South Carolina corporation CCT, INC., a Nevada corporation CENTURY I MANAGEMENT, INC., a Texas corporation CENTURY II CLUB MANAGEMENT, INC., a Texas corporation CHAPARRAL CLUB MANAGEMENT, INC., a Texas corporation CIPANGO MANAGEMENT CORPORATION, a Texas corporation CITY CLUB OF ROCKFORD, INC., an Illinois corporation CITY CLUB OF SAN ANTONIO MGMT., INC., a Texas corporation CLAYTON CLUB MANAGEMENT CORP., a Missouri corporation CLEAR CREEK MANAGEMENT CORP., a Texas corporation CLEAR LAKE GOLF CLUB, INC., a Texas corporation CLUB METROPOLITAN OF AUSTIN, INC., a Texas corporation COOKS CREEK MANAGEMENT CORP., a Ohio corporation DALLAS HOSPITALITY SERVICES, INC., a Texas corporation DEAN HILL MANAGEMENT CORP., a Tennessee corporation DTC MANAGEMENT CORP., a Pennsylvania corporation DUMFRIES CLUB, INC., a Virginia corporation 18 EAGLE CREST MANAGEMENT CORP., a California corporation ERROL ESTATE MGMT., INC., a Florida corporation FOREST OAKS COUNTRY CLUB, INC., a Texas corporation GOLF CONCEPT, INC., a Nevada corporation HEATHROW MANAGEMENT CORP., a Florida corporation HERITAGE CLUB, INC., a Texas corporation HIDEAWAY MANAGEMENT CORP., a Florida corporation JEFFERSON CLUB MANAGEMENT CORP., a Virginia corporation KENDALL GOLF MANAGEMENT, INC., a Florida corporation LACITA MANAGEMENT CORPORATION, a Florida corporation LAKE COUNTRY ESTATES COUNTRY CLUB, INC., a Texas corporation LAKE NONA CLUB MANAGEMENT, INC., a Florida corporation LAKES CLUB, INC., a Washington corporation LANCERS CLUB, INC., a Texas corporation LANDMARK CLUB AT PARK CENTRAL, INC., a Texas corporation LOS GATOS TENNIS, INC., a California corporation LAKEVIEW CLUB, INC., a California corporation MANAGEMENT COMPANY FOR HAMMOCK CREEK, INC., a Florida corporation MANAGEMENT COMPANY FOR THE HARTFORD CLUB, INC., a Connecticut corporation THE MANAGER FOR WESTWOOD COUNTRY CLUB, INC., a Texas corporation MARINA CLUB MANAGEMENT, INC., a California corporation MATTHEWS GOLF CLUB MANAGEMENT CORP., a North Carolina corporation MCC MANAGEMENT CORP., a California corporation METROPOLITAN CLUB MANAGEMENT CORP., an Iowa corporation MIDLAND PLAZA CLUB, INC., a Texas corporation MONROE STREET CITY CLUB, INC., an Illinois corporation MOUNTAIN SPA CLUB MANAGEMENT INC., a Nevada corporation 19 MOUNTAINSIDE CLUB CORPORATION, an Iowa corporation MOUNTAINTOP CLUB MANAGEMENT, INC., an Alabama corporation NEWPORT NEWS CLUB, INC., a Virginia corporation NORTH HILLS MANAGEMENT CO., an Arkansas corporation NORTHSHORE MANAGEMENT CORP., a Texas corporation OAKMEADOW MANAGEMENT CORPORATION, an Indiana corporation PARK AVENUE CLUB MANAGEMENT, INC., a New Jersey corporation PHARAOHS MANAGEMENT CORP., a Texas corporation PICKAWAY REAL ESTATE, INC., an Ohio corporation PINERY COUNTRY CLUB, INC., a Colorado corporation PINEWOOD MANAGEMENT CORP., a Texas corporation PINNACLE CLUB SERVICES, INC., a Texas corporation PINNACLE CLUB, INC., a Texas corporation PLAZA ATHLETIC CLUB, INC., a Texas corporation PLAZA CLUB OF BRYAN, INC., a Texas corporation PLAZA CLUB OF PHOENIX, INC., an Arizona corporation PLAZA CLUB OF TUCSON, INC., an Arizona corporation PLAZA CLUB OF TYLER, INC., a Texas corporation PRE 1-7-00 OPERATOR OF DIAMOND BAR MANAGEMENT CORP, a California corporation PRE 10-13-00 OPERATOR OF WILLOWBEND DEVELOPMENT CORPORATION OF WICHITA, a Kansas corporation PRE 2-1-95 OPERATOR COMPANY OF LANDMARK ATHLETIC CLUB, a Connecticut corporation PRE 6-1-96 OPERATOR OF THE MANAGER FOR TOWER RIDGE COUNTRY CLUB, INC., a Connecticut corporation PRE 7-4-96 OPERATOR OF RODNEY SQUARE CLUB, INC., a Delaware corporation 20 PRE 12-31-98 MANAGEMENT COMPANY FOR TREYBURN COUNTRY CLUB MANAGEMENT CORPORATION, a North Carolina corporation PRE 12-21-99 OPERATOR OF THE MISSION DORADO COUNTRY CLUB, INC., a Texas corporation PRE 12-23-99 OWNER LAFAYETTE CLUB, INC. (formerly Lafayette Club, Inc.), a Kentucky corporation PRE 12/26/96 MANAGEMENT CORP. FOR COLUMBIA LAKES, a Texas corporation PRE 12/30/98 OPERATOR OF HALLIFAX CLUB, INC. (f/k/a Halifax Club, Inc.), a Florida corporation PRE 5-3-00 OPERATOR OF THE WALDEN CLUB, INC. (f/k/a Walden Club, Inc.), a Tennessee corporation PRE 8-24-00 OPERATOR OF PEBBLE CREEK COUNTRY CLUB OF GREENVILLE, INC., a South Carolina corporation PRE 2-28-01 OPERATOR OF MEADOW CLUB, INC. (f/k/a Meadow Club, Inc.), an Illinois corporation PRE 3-16-01 OPERATOR OF BELLE TERRE MANAGEMENT CORP., a Louisiana corporation PRE 5-18-01 OPERATOR OF ORANGE PARK COUNTRY CLUB, INC., a Florida corporation PRE 5-31-01 OPERATOR OF INVERRARY COUNTRY CLUB, INC., a Florida corporation PREMIER ATHLETIC CLUB, INC. a Louisiana corporation PRIVATE CLUB SERVICES, INC., a Florida corporation PARK AVENUE CLUB, INC., a New York corporation PROVIDENCE MANAGEMENT INC., a North Carolina corporation QUAIL VALLEY WORLD OF CLUBS, INC., a Texas corporation RAINTREE COUNTRY CLUB, INC., a North Carolina corporation RANCHLAND MANAGEMENT CORP., a Texas corporation REGENCY CLUB, INC., a Texas corporation RELAY HOUSE CORPORATION, an Alabama corporation RENAISSANCE CLUB, INC., an Arizona corporation RIVER CLUB, INC., an Illinois corporation RIVER NORTH MANAGEMENT CORP., a Georgia corporation RMPC MANAGEMENT CORPORATION, a Utah corporation ROLLING HILLS MANAGEMENT CORPORATION, an Alabama corporation ROYAL DRIVE COUNTRY CLUB, INC., a California corporation 21 SAN ANGELO HERITAGE CLUB, INC., a Texas corporation SATICOY MANAGEMENT, INC., a California corporation SCOTTY'S MANAGEMENT CORP., a Texas corporation SHENANDOAH MANAGEMENT CORP., a Louisiana corporation SILVER SPRINGS SHORES COUNTRY CLUB CORP., a Florida corporation SKYLINE CLUB, INC., a Michigan corporation SOUTH SHORE MANAGEMENT CORP., a Texas corporation SURREY HILLS MANAGEMENT CORP., an Oklahoma corporation SWEETWATER COUNTRY CLUB, INC., a Florida corporation TAMPA CLUB MANAGEMENT, INC., a Florida corporation TOP SEED MANAGEMENT CORP., an Arizona corporation TOPS'L CLUB, INC., a Florida corporation TREASURE ISLAND TENNIS & YACHT CLUB, INC., a Florida corporation TWO THOUSAND ONE BRYAN TOWER CLUB, INC., a Texas corporation UNIVERSITY CLUB OF DALLAS, INC., a Texas corporation VITA CENTER MANAGEMENT CORP., a Texas corporation WESTBURY MANAGEMENT CORP., an Oklahoma corporation By: /s/ JOHN M. MASSEY, III -------------------------------------------------- John M. Massey, III Vice President THE PINEHURST COMPANY (f/k/a ClubCorp Resorts, Inc. & ClubCorp Realty, Inc.), a Delaware corporation BARTON CREEK RESORT & CLUBS, INC., a Texas corporation CCR PROJECT DEVELOPMENT, INC., a North Carolina corporation 22 CITY WAREHOUSE CORP., a Texas corporation CLUBCORP REALTY EAST, INC., a North Carolina corporation CONCORD REALTY, INC., a Texas corporation CLUBCORP REALTY HOLDINGS, INC., a Texas corporation CLUBCORP REALTY SOUTHWEST, INC., a Texas corporation CLUBCORP REALTY HILTON HEAD, INC., a South Carolina corporation CLUBCORP REALTY HOMESTEAD, INC., a Virginia corporation CLUB ISLAND REALTY CORP., a South Carolina corporation BLOODY POINT ASSET CORP, a South Carolina corporation MELROSE LANDING CORPORATION, a South Carolina corporation HILTON HEAD PLANTATION ASSET CORP., a South Carolina corporation MELROSE ASSET CORP., a South Carolina corporation MELROSE UTILITY COMPANY, INC., a South Carolina corporation CSRESORT MANAGEMENT, INC., a Texas corporation CLUB RESORTS, INC., a Nevada corporation COUNTRY CLUB OF PINEWILD MANAGEMENT, INC., a North Carolina corporation HOMESTEAD SPRING WATER COMPANY, INC., a Virginia corporation MANAGEMENT COMPANY FOR HOMESTEAD, INC., a Virginia corporation OPERATIONS COMPANY FOR HOMESTEAD, INC., a Virginia corporation CONSTRUCTION COMPANY OF PINEHURST, INC., a North Carolina corporation DAUFUSKIE CLUB, INC., a South Carolina corporation ROSE MIX, INC., a South Carolina corporation DLGA GOLF ACADEMY, INC., a Florida corporation ERROL LAND DEVELOPMENT COMPANY, a Florida corporation GFO PARTNER, INC., a Michigan corporation GP OWNERS CLUB AT ASPEN GLEN, INC., a Colorado corporation 23 LEGAV COMMERCIAL PROPERTY CORPORATION, a California corporation LEGAV HOTEL CORPORATION, a California corporation MASTER CLUB, INC., a Nevada corporation MH VILLAS, INC., a California corporation NORTHERN MICHIGAN FINANCIAL CORPORATION, a Michigan corporation OWNERS CLUB ASSET COMPANY, a Delaware corporation OWNERS CLUB AT HILTON HEAD PROPERTY MANAGEMENT, INC., a South Carolina corporation PCC REALTY CORP., a North Carolina corporation PINEHURST ACQUISITION CORP., a North Carolina corporation PINEHURST, INC., a North Carolina corporation PINEHURST CHAMPIONSHIP MANAGEMENT, INC., a North Carolina corporation PINEHURST COUNTRY CLUB, INC., a North Carolina corporation PINEHURST HOTEL, INC., a North Carolina corporation PINEHURST REALTY CORP., a Nevada corporation PINEHURST NO. VII, INC., a North Carolina corporation PINEWILD MANAGEMENT, INC., a Virginia corporation QUAIL HOLLOW DEVELOPMENT, INC., an Ohio corporation SHANGRI-LA DEVELOPMENT CORP., an Oklahoma corporation SHANGRI-LA MANAGEMENT CORP., an Oklahoma corporation SHANGRI-LA COUNTRY CLUB, INC., an Oklahoma corporation THE OWNERS CLUB HOLDING II, INC., a Delaware corporation THE OWNERS CLUB, INC. (f/k/a The Owners Club Holding, Inc.), a Delaware corporation OWNERS CLUB TELLURIDE REALTY, INC., a Colorado corporation OWNERS CLUB AT TELLURIDE, INC., a Colorado corporation THE MANAGER OF THE OWNERS CLUB, INC., a South Carolina corporation 24 THE OWNERS CLUB AT THE HOMESTEAD, INC., a Delaware corporation By: /s/ John M. Massey, III -------------------------------------------------- John M. Massey, III Vice President CLUBCORP INTERNATIONAL, INC., a Nevada corporation CLUBCORP INTERNATIONAL RESOURCE COMPANY, a Nevada corporation CLUB CORPORATION OF EUROPE, INC., a Nevada corporation CLUBCORP-ASIA, a Nevada corporation CLUBCORP ASIA INVESTMENT, INC., a Nevada corporation CLUBCORP MEXICO, a Nevada corporation CLUBCORP PANAMA, INC., a Nevada corporation By: /s/ John M. Massey, III -------------------------------------------------- John M. Massey, III Vice President ASSOCIATE CLUBS INTERNATIONAL, INC., a Nevada corporation CLUBCORP PUBLICATIONS, INC., a Nevada corporation CLUBCORP FINANCIAL MANAGEMENT COMPANY, a Nevada corporation By: /s/ John M. Massey, III -------------------------------------------------- John M. Massey, III Vice President 25 FIRST FEDERAL FINANCIAL CORPORATION, a Texas corporation FRANKLIN FEDERAL BANCORP F.S.B., a Nevada corporation GRANITE BAY MANAGEMENT, INC., a California corporation BENBROOK BEVERAGE CORPORATION, a Texas corporation CLUB AT DAUFUSKIE, a South Carolina corporation CLUB AT GREENVILLE, INC., a South Carolina corporation CLUB AT PEBBLE CREEK, a South Carolina corporation CLUB AT SNEE FARM, a South Carolina corporation LE GLUB, INC., a South Carolina corporation THE CLUB AT WOODSIDE PLANTATION, a South Carolina corporation THE CLUB AT HARBOUR, a South Carolina corporation THE CLUB AT COLUMBIA CAPITAL, a South Carolina corporation THE TOM CAT CLUB, a Arkansas corporation By: /s/ JOHN M. MASSEY, III -------------------------------------------------- John M. Massey, III Vice President 26 APPLE MOUNTAIN GOLF CLUB, LLC, a Delaware limited liability company EMPIRE RANCH, LLC, a Delaware limited liability company By: CLUBCORP USA, INC., its sole member By: /s/ JOHN M. MASSEY, III -------------------------------------------------- John M. Massey, III Vice President FLORIDA DEVELOPMENT OF GAINESVILLE, L.L.C., a Florida limited liability company By: ClubCorp USA, Inc., its managing member By: /s/ JOHN M. MASSEY, III -------------------------------------------------- John M. Massey, III Vice President ALISO VIEJO HOTEL JOINT VENTURE ALISO VIEJO COMMERCIAL PROPERTY JOINT VENTURE By: ClubCorp USA, Inc., its ---------------- By: /s/ JOHN M. MASSEY, III -------------------------------------------------- John M. Massey, III Vice President 27 HOMESTEAD, L.C., a Virginia limited liability company By: /s/ JOHN M. MASSEY, III -------------------------------------------------- John M. Massey, III Vice President CANYON SPRINGS GENERAL, L.L.C., a Delaware limited liability company TCRI LIMITED, LLC, a Delaware limited liability company By: THE PINEHURST COMPANY, f/k/a ClubCorp Resorts, Inc., its sole member By: /s/ JOHN M. MASSEY, III -------------------------------------------------- John M. Massey, III Vice President THE OWNERS CLUB OF SOUTH CAROLINA, L.L.C., a South Carolina limited liability company By: Owners Club Asset Company, its managing member By: /s/ JOHN M. MASSEY, III -------------------------------------------------- John M. Massey, III Vice President 28 THE OWNERS CLUB AT BARTON CREEK, L.P., a Texas Limited Partnership By: The Owners Club Holding II, Inc., its general partner By: /s/ JOHN M. MASSEY, III -------------------------------------------------- John M. Massey, III Vice President THE OWNERS CLUB AT HILTON HEAD, L.P., a South Carolina limited partnership By: The Manager of The Owners Club, Inc., its general partner By: /s/ JOHN M. MASSEY, III -------------------------------------------------- John M. Massey, III Vice President THE OWNERS CLUB AT THE HOMESTEAD, L.P., a Virginia limited partnership By: The Owners Club at The Homestead, Inc., its general partner By: /s/ JOHN M. MASSEY, III -------------------------------------------------- John M. Massey, III Vice President 29 FFFC GOLF ACQUISITIONS, L.L.C., a Delaware limited liability company By: First Federal Financial Corporation By: /s/ JOHN M. MASSEY, III -------------------------------------------------- John M. Massey, III Vice President CLUBCORP GEN PAR OF TEXAS, L.L.C., a Delaware limited liability company CLUBCORP GOLF OF CALIFORNIA, L.L.C., a Delaware limited liability company CLUBCORP GOLF OF FLORIDA, L.L.C., a Delaware limited liability company CLUBCORP GOLF OF MISSOURI, L.L.C., a Delaware limited liability company CLUBCORP GOLF OF NORTH CAROLINA, L.L.C., a Delaware limited liability company CLUBCORP GOLF OF OKLAHOMA, L.L.C., an Oklahoma limited liability company GOLF MANAGEMENT COMPANY OF LOUISIANA, L.L.C., a Delaware limited liability company PIEDMONT GOLFERS' CLUB, L.L.C., a South Carolina limited liability company By: FFFC Golf Acquisitions, L.L.C., managing member of each By: First Federal Financial Corporation By: /s/ JOHN M. MASSEY, III -------------------------------------------------- John M. Massey, III Vice President 30 CLUBCORP GOLF OF TEXAS, L.P., a Texas limited partnership CLUBCORP GOLF OF GEORGIA, L.P., a Georgia limited partnership By: ClubCorp Gen Par of Texas, LLC, the general partner for each By: First Federal Financial Corporation, its sole member By: /s/ JOHN M. MASSEY, III -------------------------------------------------- John M. Massey, III Vice President CAPITAL CLUB COMPANY, LTD., a China corporation By: /s/ JOHN M. MASSEY, III -------------------------------------------------- John M. Massey, III Vice President BC RESORT, L.P., a Texas General Partnership By: Barton Creek Resort & Clubs, Inc., its general partner By: /s/ JOHN M. MASSEY, III -------------------------------------------------- John M. Massey, III Vice President 31