JOINDER AGREEMENT
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.
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]
US_ACTIVE:\44445047\4\35899.0483
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 VI, LLC,
a Nevada limited liability company
By: /s/ Xxxxxx X. XxXxxxxxx
Name: Xxxxxx X. XxXxxxxxx
Title: Treasurer
Name: Xxxxxx X. XxXxxxxxx
Title: Treasurer
CLUBCORP NV VII, LLC,
a Nevada limited liability company
By: /s/ Xxxxxx X. XxXxxxxxx
Name: Xxxxxx X. XxXxxxxxx
Title: Treasurer
Name: Xxxxxx X. XxXxxxxxx
Title: Treasurer
CLUBCORP NV VIII, LLC,
a Nevada limited liability company
By: /s/ Xxxxxx X. XxXxxxxxx
Name: Xxxxxx X. XxXxxxxxx
Title: Treasurer
Name: Xxxxxx X. XxXxxxxxx
Title: Treasurer
CLUBCORP NV IX, LLC,
a Nevada limited liability company
By: /s/ Xxxxxx X. XxXxxxxxx
Name: Xxxxxx X. XxXxxxxxx
Title: Treasurer
Name: Xxxxxx X. XxXxxxxxx
Title: Treasurer
CLUBCORP NV X, LLC,
a Nevada limited liability company
By: /s/ Xxxxxx X. XxXxxxxxx
Name: Xxxxxx X. XxXxxxxxx
Title: Treasurer
Name: Xxxxxx X. XxXxxxxxx
Title: Treasurer
ACKNOWLEDGED AND AGREED
as of the date first above written:
as of the date first above written:
CITICORP NORTH AMERICA, INC.
as Administrative Agent
as Administrative Agent
By: | /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President |
ANNEX A
Supplement to Schedules 1-6
of the Guaranty and Security Agreement
[See the attached]
US_ACTIVE:\44445047\4\35899.0483
SCHEDULE 1
COMMERCIAL TORT CLAIMS
NONE
5
US_ACTIVE:\44445047\4\35899.0483
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 VI, LLC ClubCorp NV VII, LLC ClubCorp NV VIII, LLC ClubCorp NV IX, LLC ClubCorp NV X, LLC |
6
US_ACTIVE:\44445047\4\35899.0483
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 VI, LLC | a Nevada limited liability company | E0088172014-3 | ClubCorp NV VI, LLC 0000 XXX Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 | NA |
ClubCorp NV VII, LLC | a Nevada limited liability company | E0088212014-9 | ClubCorp NV VI, LLC 0000 XXX Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 | NA |
ClubCorp NV VIII, LLC | a Nevada limited liability company | E0088482014-0 | ClubCorp NV VI, LLC 0000 XXX Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 | NA |
ClubCorp NV IX, LLC | a Nevada limited liability company | E0088522014-6 | ClubCorp NV VI, LLC 0000 XXX Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 | NA |
ClubCorp NV X, LLC | a Nevada limited liability company | E0088562014-0 | ClubCorp NV VI, LLC 0000 XXX Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 | NA |
7
US_ACTIVE:\44445047\4\35899.0483
SCHEDULE 4
LOCATION OF INVENTORY AND EQUIPMENT
GRANTOR | LOCATIONS |
ClubCorp NV VI, LLC | ClubCorp NV VI, LLC 0000 XXX Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 |
ClubCorp NV VII, LLC | ClubCorp NV VI, LLC 0000 XXX Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 |
ClubCorp NV VIII, LLC | ClubCorp NV VI, LLC 0000 XXX Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 |
ClubCorp NV IX, LLC | ClubCorp NV VI, LLC 0000 XXX Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 |
ClubCorp NV X, LLC | ClubCorp NV VI, LLC 0000 XXX Xxxxxxx, Xxxxx 000 Xxxxxx, XX 00000 |
8
US_ACTIVE:\44445047\4\35899.0483
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
9
US_ACTIVE:\44445047\4\35899.0483
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
10
US_ACTIVE:\44445047\4\35899.0483
