ClubCorp Holdings, Inc. Sample Contracts

Underwriting Agreement
Underwriting Agreement • May 6th, 2015 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • New York

Fillmore CCA Investment, LLC (the “Selling Stockholder”), a stockholder of ClubCorp Holdings, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Jefferies LLC and Goldman, Sachs & Co. are acting as representatives (together, the “Representatives” or “you”), an aggregate of 12,000,000 shares (the “Firm Shares”) and, at the election of the Underwriters, up to 1,800,000 additional shares (the “Optional Shares”) of common stock, par value $0.01 per share (“Stock”), of the Company. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.

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CLUBCORP CLUB OPERATIONS, INC. 8.25% SENIOR NOTES DUE 2023 INDENTURE DATED AS OF DECEMBER 15, 2015
Indenture • December 15th, 2015 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • New York
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 6th, 2013 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • Nevada

This Indemnification Agreement is dated as of , 201 (this “Agreement”) and is between ClubCorp Holdings, Inc., a Nevada corporation (the “Company”), and [Name of director/officer] (“Indemnitee”).

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AGREEMENT AND PLAN OF MERGER by and among CLUBCORP HOLDINGS, INC., CONSTELLATION CLUB PARENT, INC. AND CONSTELLATION MERGER SUB INC. Dated as of July 9, 2017
Merger Agreement • July 10th, 2017 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • Nevada

This AGREEMENT AND PLAN OF MERGER, dated as of July 9, 2017 (as amended, restated, modified or supplemented, this “Agreement”), is entered into by and among ClubCorp Holdings, Inc., a Nevada corporation (the “Company”), Constellation Club Parent, Inc., a Delaware corporation (“Parent”), and Constellation Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).

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AMENDMENT NO. 8
Credit Agreement • December 15th, 2015 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of November 30, 2010, among CCA CLUB OPERATIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CLUBCORP CLUB OPERATIONS, INC., a Delaware corporation (together with any successors or assigns expressly permitted under Section 7.04 and Section 10.07, the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), CITICORP NORTH AMERICA, INC., as Administrative Agent and CITIBANK, N.A., as Swing Line Lender and L/C Issuer.

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Underwriting Agreement
Underwriting Agreement • October 19th, 2015 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • New York

Fillmore CCA Investment, LLC (the “Selling Stockholder”), a stockholder of ClubCorp Holdings, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to you (“you” or the “Underwriter”) an aggregate of 8,968,922 shares (the “Shares”) of common stock, par value $0.01 per share (“Stock”), of the Company.

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CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • February 27th, 2017 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • Texas

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) dated as of January 24, 2017 (“Effective Date”) is made by and between ClubCorp Holdings, Inc., a Nevada corporation (the “Company”), and Eric L. Affeldt, an executive employee of the Company (the “Executive”).

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CLUBCORP HOLDINGS, INC. Performance Restricted Stock Unit Agreement
Performance Restricted Stock Unit Agreement • March 12th, 2015 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • Nevada

ClubCorp Holdings, Inc. (the “Company”), pursuant to the Amended and Restated ClubCorp Holdings, Inc. 2012 Stock Award Plan, as amended (the “Plan”), hereby grants to Participant identified below an award (the “Award”) of that number of Performance Restricted Stock Units set forth below (the “PSUs”). This Award is subject to all of the terms and conditions set forth herein and in the Plan (collectively, the “Award Documents”), (which Plan has been provided to Participant) and is incorporated herein in its entirety. All capitalized terms not defined in this Performance Restricted Stock Agreement (this “Agreement”) shall have the meaning ascribed thereto in the Plan.

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CLUBCORP HOLDINGS, INC. PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT 2012 STOCK AWARD PLAN
Performance Restricted Stock Unit Agreement • February 10th, 2017 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • Nevada

ClubCorp Holdings, Inc. (the “Company”), pursuant to the Amended and Restated ClubCorp Holdings, Inc. 2012 Stock Award Plan, as amended (the “Plan”), hereby grants to the Participant identified below an award (the “Award”) of that number of Performance Restricted Stock Units set forth below (the “PSUs”). This Award is subject to all of the terms and conditions set forth herein and in the Plan (collectively, the “Award Documents”), (which Plan has been provided to Participant) and is incorporated herein in its entirety. All capitalized terms not defined in this Performance Restricted Stock Agreement (this “Agreement”) shall have the meaning ascribed thereto in the Plan.

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CLUBCORP HOLDINGS, INC. PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT
Performance Restricted Stock Unit Agreement • March 30th, 2016 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs

ClubCorp Holdings, Inc. (the “Company”), pursuant to the Amended and Restated ClubCorp Holdings, Inc. 2012 Stock Award Plan, as amended (the “Plan”), hereby grants to Participant identified below an award (the “Award”) of that number of Performance Restricted Stock Units set forth below (the “PSUs”). This Award is subject to all of the terms and conditions set forth herein and in the Plan (collectively, the “Award Documents”), (which Plan has been provided to Participant) and is incorporated herein in its entirety. All capitalized terms not defined in this Performance Restricted Stock Agreement (this “Agreement”) shall have the meaning ascribed thereto in the Plan.

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AMENDMENT NO. 3 AND JOINDER AGREEMENT
Credit Agreement • March 21st, 2014 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of November 30, 2010, among CCA CLUB OPERATIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CLUBCORP CLUB OPERATIONS, INC., a Delaware corporation (together with any successors or assigns expressly permitted under Section 7.04 and Section 10.07, the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and CITICORP NORTH AMERICA, INC., as Administrative Agent , and the Tranche A L/C Issuer and Citibank, N.A., as Swing Line Lender and Tranche B L/C Issuer.

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AMENDMENT NO. 4
Credit Agreement • March 21st, 2014 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • New York

This Amendment No. 4, dated as of February 21, 2014 (this “Amendment”), to that certain Credit Agreement, dated as of November 30, 2010, as amended by Amendment No. 1, dated as of November 16, 2012, Amendment No. 2, dated as of July 24, 2013 and Amendment No. 3 and Joinder Agreement dated as of August 30, 2013 (and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”), among, inter alios, CCA CLUB OPERATIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CLUBCORP CLUB OPERATIONS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and CITICORP NORTH AMERICA, INC., as Administrative Agent, is entered into by and among Holdings, the Borrower, the Administrative Agent, the Tranche B L/C Issuer, the New Swing Line Lender and the Lenders party hereto. Capitalized term

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AMENDMENT NO. 6
Credit Agreement • October 3rd, 2014 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • New York

This Amendment No. 6, dated as of September 30, 2014 (this “Amendment”), to that certain Credit Agreement, dated as of November 30, 2010, as amended by Amendment No. 1, dated as of November 16, 2012, Amendment No. 2, July 24, 2013, Amendment No. 3, dated as of August 30, 2013 and Amendment No. 4, dated as of February 21, 2014, and Amendment No. 5, dated as of April 11, 2014 (and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”), among CCA CLUB OPERATIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CLUBCORP CLUB OPERATIONS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), CITICORP NORTH AMERICA, INC., as Administrative Agent and Tranche A L/C Issuer, CITIBANK, N.A., as Tranche B L/C Issuer and Swing Line Lender, and CITIGROUP GLOBAL MARKETS INC. and DEU

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AGREEMENT
Shareholder Agreement • May 12th, 2017 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • Nevada

This Agreement, dated as of May 12, 2017 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is made by and among ClubCorp Holdings, Inc., a Nevada corporation (the “Company”), the persons and entities listed on Exhibit A hereto (collectively, the “FrontFour Group” and, individually, a “member” of the FrontFour Group), and Emanuel R. Pearlman (the “Director Designee”).

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JOINDER AGREEMENT
Joinder Agreement • October 3rd, 2014 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs

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.

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AMENDMENT NO. 7
Credit Agreement • May 28th, 2015 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • New York

This Amendment No. 7, dated as of May 28, 2015 (this “Amendment”), to that certain Credit Agreement, dated as of November 30, 2010, as amended by Amendment No. 1, dated as of November 16, 2012, Amendment No. 2, July 24, 2013, Amendment No. 3, dated as of August 30, 2013 and Amendment No. 4, dated as of February 21, 2014, Amendment No. 5, dated as of April 11, 2014 and Amendment No. 6, dated as of September 30, 2014 (and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”), among CCA CLUB OPERATIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CLUBCORP CLUB OPERATIONS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), CITICORP NORTH AMERICA, INC., as Administrative Agent and Tranche A L/C Issuer, CITIBANK, N.A., as Tranche B L/C Issuer and Swing Line Lender,

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 6th, 2013 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • Nevada

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of August [ ], 2013 and is by and among ClubCorp Holdings, Inc., a Nevada corporation (the “Company”) and the KSL Group (as defined below).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 8th, 2017 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • New York

SUPPLEMENTAL INDENTURE, dated as of August 7, 2017 (this “Supplemental Indenture”), by and between ClubCorp Club Operations, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee”).

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AMENDMENT NO. 11
Credit Agreement • July 19th, 2017 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • New York

This Amendment No. 11, dated as of May 19, 2017 (this “Amendment”), to that certain Credit Agreement, dated as of November 30, 2010, as amended by Amendment No. 1, dated as of November 16, 2012, Amendment No. 2, July 24, 2013, Amendment No. 3, dated as of August 30, 2013, Amendment No. 4, dated as of February 21, 2014, Amendment No. 5, dated as of April 11, 2014, Amendment No. 6, dated as of September 30, 2014, Amendment No. 7, dated as of May 28, 2015, Amendment No. 8, dated as of December 15, 2015, Amendment No. 9, dated as of January 25, 2016 and Amendment No. 10, dated as of September 30, 2016 (and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”), among CCA CLUB OPERATIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CLUBCORP CLUB OPERATIONS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from ti

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AMENDMENT NO. 5
Credit Agreement • April 11th, 2014 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • New York

This Amendment No. 5, dated as of April 11, 2014 (this “Amendment”), to that certain Credit Agreement, dated as of November 30, 2010, as amended by Amendment No. 1, dated as of November 16, 2012, Amendment No. 2, July 24, 2013, Amendment No. 3, dated as of August 30, 2013 and Amendment No. 4, dated as of February 21, 2014 (and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”), among CCA CLUB OPERATIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CLUBCORP CLUB OPERATIONS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), CITICORP NORTH AMERICA, INC., as Administrative Agent and Tranche A L/C Issuer, CITIBANK, N.A., as Tranche B L/C Issuer and Swing Line Lender, and CITIGROUP GLOBAL MARKETS INC., as Sole Arranger and Sole Bookrunner, is entered into by an

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EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • October 16th, 2014 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • Delaware

This EQUITY PURCHASE AGREEMENT (this "Agreement") is made as of August 13, 2014, by and among (i) ClubCorp USA, Inc., a Delaware corporation ("Buyer"), (ii) Sequoia Golf Holdings LLC, a Delaware limited liability company (the "Company"), (iii) Parthenon-Sequoia Ltd., an exempted company incorporated with limited liability in the Cayman Islands (the "Blocker"), (iv) Parthenon Investors II, L.P., a Delaware limited partnership, J&R Founders' Fund II, L.P., a Delaware limited partnership, and PCIP Investors, a Delaware general partnership (collectively, the "Parthenon Sellers"), (v) the members of the Company set forth on signature pages hereto under the heading "Selling Members" (individually, a "Selling Member" and collectively, the "Selling Members," and, together with the Parthenon Sellers, each, a "Seller" and, collectively, the "Sellers"), and (vi) Parthenon Investors II, L.P., a Delaware limited partnership, solely in its capacity as representative for the Sellers (the "Representat

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PLEDGE AMENDMENT
Pledge Amendment • March 21st, 2014 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs

This PLEDGE AMENDMENT, dated as of March 21, 2014, is delivered pursuant to Section 8.6 of the Guaranty and Security Agreement, dated as of November 30, 2010, by ClubCorp, Inc., a Delaware corporation (the “Borrower”), the undersigned Grantor and the other 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 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty and Security Agreement”). Capitalized terms used herein without definition are used as defined in the Guaranty and Security Agreement.

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PLEDGE AMENDMENT
Pledge Amendment • October 3rd, 2014 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs

This PLEDGE AMENDMENT, 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, by ClubCorp, Inc., a Delaware corporation (the “Borrower”), the undersigned Grantor and the other 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 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Guaranty and Security Agreement”). Capitalized terms used herein without definition are used as defined in the Guaranty and Security Agreement.

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JOINDER AGREEMENT
Joinder Agreement • March 21st, 2014 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs

This JOINDER AGREEMENT, dated as of March 21, 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.

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AMENDMENT NO. 9
Credit Agreement • January 26th, 2016 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • New York

This Amendment No. 9, dated as of January 25, 2016 (this “Amendment”), to that certain Credit Agreement, dated as of November 30, 2010, as amended by Amendment No. 1, dated as of November 16, 2012, Amendment No. 2, dated as of July 24, 2013, Amendment No. 3, dated as of August 30, 2013, Amendment No. 4, dated as of February 21, 2014, Amendment No. 5, dated as of April 11, 2014, Amendment No. 6, dated as of September 30, 2014, Amendment No. 7, dated as of May 28, 2015, Amendment No. 8, dated as of December 15, 2015 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”), among, inter alios, CCA CLUB OPERATIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CLUBCORP CLUB OPERATIONS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”) and CITICORP NORTH AMERICA, I

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SEVERANCE PAYMENT AND RELEASE AGREEMENT
Severance Payment and Release Agreement • January 8th, 2016 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • Texas

This Severance Payment and Release Agreement is made between James Walters (“Employee”) and ClubCorp USA, Inc. (“Employer”). Employee, in return for and in consideration of the promises, payments and agreements Employer makes in this Agreement, and Employer, in return for and in consideration of the promises and agreements Employee makes in this Agreement, each agree to the following:

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FOURTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 21st, 2014 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • New York

Fourth Supplemental Indenture (this “Fourth Supplemental Indenture”), dated as of March 21, 2014, among ClubCorp NV VI, LLC, a Nevada limited liability company; ClubCorp NV VII, LLC, a Nevada limited liability company; ClubCorp NV VIII, LLC, a Nevada limited liability company; ClubCorp NV IX, LLC, a Nevada limited liability company; and ClubCorp NV X, LLC, a Nevada limited liability company (collectively, the “Guaranteeing Subsidiaries”), which are subsidiaries of ClubCorp Club Operations, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee (the “Trustee”).

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AMENDMENT NO. 10
Credit Agreement • October 13th, 2016 • ClubCorp Holdings, Inc. • Services-membership sports & recreation clubs • New York

This Amendment No. 10, dated as of September 30, 2016 (this “Amendment”), to that certain Credit Agreement, dated as of November 30, 2010, as amended by Amendment No. 1, dated as of November 16, 2012, Amendment No. 2, July 24, 2013, Amendment No. 3, dated as of August 30, 2013, Amendment No. 4, dated as of February 21, 2014, Amendment No. 5, dated as of April 11, 2014, Amendment No. 6, dated as of September 30, 2014, Amendment No. 7, dated as of May 28, 2015, Amendment No. 8, dated as of December 15, 2015 and Amendment No. 9, dated as of January 25, 2016 (and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”), among CCA CLUB OPERATIONS HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), CLUBCORP CLUB OPERATIONS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”),

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