INDEMNIFICATION AGREEMENTIndemnification Agreement • March 28th, 2011 • University Club, Inc. (FL) • 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”).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MAC CLUB, LLCLimited Liability Company Agreement • March 28th, 2011 • University Club, Inc. (FL) • Delaware
This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof.
CREDIT AGREEMENT Dated as of November 30, 2010 among CCA CLUB OPERATIONS HOLDINGS, LLC as Holdings CLUBCORP CLUB OPERATIONS, INC. as Borrower CITICORP NORTH AMERICA, INC. as Administrative Agent, Swing Line Lender and L/C Issuer THE OTHER LENDERS...Credit Agreement • March 28th, 2011 • University Club, Inc. (FL) • 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, Swing Line Lender and L/C Issuer.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF BLUEGRASS CLUB, LLCLimited Liability Company Operating Agreement • March 28th, 2011 • University Club, Inc. (FL) • Tennessee
This Certificate has not been and will not be registered under the Securities Act of 1933 or under the securities or blue sky laws of any state. The holder of this Certificate, by its acceptance hereof, represents that it is acquiring this security for investment and not with a view to any sale or distribution hereof.
ClubCorp Logo]University Club, Inc. (FL) • March 28th, 2011
This letter restates the terms of your employment with ClubCorp USA, Inc. (“ClubCorp”), a wholly-owned subsidiary of ClubCorp Club Operations, Inc. (the “Company”), and supersedes any prior offer letter or employment agreement between you and ClubCorp or any predecessor employer relating to your employment with us.
THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CLUBCORP GOLF OF GEORGIA, L.P.University Club, Inc. (FL) • March 28th, 2011 • Georgia
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print or typewrite name of Transferee), (insert Social Security or other taxpayer identification number of Transferee), the following specified percentage of Interests: (identify the percentage of Interests being transferred), and irrevocably constitutes and appoints , as attorney-in-fact, to transfer the same on the books and records of the Partnership, with full power of substitution in the premises.
SECOND AMENDMENT TO COMBINED AMENDMENT TO JOINT VENTURE AGREEMENTSUniversity Club, Inc. (FL) • March 28th, 2011 • California
THIS SECOND AMENDMENT TO COMBINED AMENDMENT TO JOINT VENTURE AGREEMENTS is entered into as of this 5th day of August, 2005, by and among LEGAV Corporation, a California corporation (“LEGAV Golf’), GCL Corporation, a California corporation (“GCL”), LEGAV COMMERCIAL PROPERTY CORPORATION, a California corporation (“LEGAV Commercial”), and Emerald Development Group, LLC, a California limited liability company (“Emerald”).
THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CLUBCORP GOLF OF TEXAS, L.P.Limited Partnership Agreement • March 28th, 2011 • University Club, Inc. (FL) • Texas
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print or typewrite name of Transferee), (insert Social Security or other taxpayer identification number of Transferee), the following specified percentage of Interests: (identify the percentage of Interests being transferred), and irrevocably constitutes and appoints , as attorney-in-fact, to transfer the same on the books and records of the Partnership, with full power of substitution in the premises.
SEVERANCE AND RELEASE AGREEMENTSeverance and Release Agreement • March 28th, 2011 • University Club, Inc. (FL) • Texas
This Severance and Release Agreement is made between Dwayne Sigler (“Employee”) and ClubCorp USA, Inc. (the “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:
GUARANTY AND SECURITY AGREEMENT Dated as of November 30, 2010 among CLUBCORP CLUB OPERATIONS, INC. and Each other Grantor From Time to Time Party Hereto and CITICORP NORTH AMERICA, INC. as Administrative AgentGuaranty and Security Agreement • March 28th, 2011 • University Club, Inc. (FL) • New York
GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of November 30, 2010, by CCA Club Operations Holdings, LLC, a Delaware limited liability company (“Holdings”), Clubcorp Club Operations, Inc., a Delaware corporation (the “Borrower”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (such parties, together with Holdings and the Borrower, the “Grantors”), in favor of Citicorp North America, Inc., as administrative agent and collateral agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) for the Lenders, the L/C Issuer and each other Secured Party (each as defined in the Credit Agreement referred to below).
THE OWNER’S CLUB AT HILTON HEAD, L.P. AMENDED LIMITED PARTNERSHIP AGREEMENTPartnership Agreement • March 28th, 2011 • University Club, Inc. (FL) • South Carolina
This Amended Limited Partnership Agreement (this “Amendment”) of The Owner’s Club at Hilton Head, L.P., a limited partnership organized under the laws of the state of South Carolina is entered into this 10th day of November, 2010 by and between The Manager at Owner’s Club, Inc., a South Carolina Corporation, as the general partner (the “General Partner”) and The Owner’s Club of South Carolina, L.L.C., a Delaware limited liability company, as the limited partner (the “Limited Partner” and together with the General Partner, the “Partners”). Capitalized terms not otherwise defined herein shall have the meaning set forth in the Partnership Agreement (defined below).
AMENDED AND RESTATED OPERATING AGREEMENT FOR HPG, L.C.Operating Agreement • March 28th, 2011 • University Club, Inc. (FL) • Florida
This Amended and Restated Operating Agreement (together with the schedules attached hereto, this “Agreement”) of HPG, L.C., a limited liability company organized under the laws of the state of Florida (the “Company”), is entered into this 10th day of November, 2010 by Haile Plantation Management Corp., as the sole equity member (the “Member”). Capitalized terms used and not otherwise defined herein have the meanings set forth on Schedule A hereto.
ClubCorp Club Operations, Inc. 10% Senior Notes due 2018 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2011 • University Club, Inc. (FL) • New York
PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
