10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

xAnnual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2013.

or

oTransition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from             to

Commission File Number 333-189912

ClubCorp Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	20-5818205
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3030 LBJ Freeway, Suite 600
Dallas, Texas	75234
(Address of principal executive offices)	(Zip Code)

(972) 243-6191

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $0.01 par value	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes  x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer o	Accelerated filer o
Non-accelerated filer x	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

The aggregate market value of the voting common equity held by non-affiliates of the registrant on June 11, 2013 (the last business day of the registrant’s most recently completed second fiscal quarter) was $0.00.

As of March 14, 2014, the registrant had 64,005,205 shares of common stock outstanding, with a par value of $0.01.

DOCUMENTS INCORPORATED BY REFERENCE

No items are incorporated by reference into this Form 10-K.

TABLE OF CONTENTS

		Page
	PART I.
Item 1.	Business	1
Item 1A.	Risk Factors	16
Item 1B.	Unresolved Staff Comments	33
Item 2.	Properties	33
Item 3.	Legal Proceedings	37
Item 4.	Mine Safety Disclosures	37
	PART II.
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	37
Item 6.	Selected Financial Data	40
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	70
Item 8.	Financial Statements and Supplementary Data	72
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	111
Item 9A.	Controls and Procedures	111
Item 9B.	Other Information	112
	PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	113
Item 11.	Executive Compensation	119
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	130
Item 13.	Certain Relationships and Related Transactions, and Director Independence	131
Item 14.	Principal Accountant Fees and Services	132
	PART IV.
Item 15.	Exhibits and Financial Statement Schedules	132
Signatures.		136

PART I — BUSINESS FACTORS

ITEM 1.    BUSINESS

Throughout this annual report on Form 10-K (“Form 10-K”), we refer to ClubCorp Holdings, Inc., together with its subsidiaries, as “we”, “us”, “our”, “ClubCorp” or the “Company”. Our fiscal year consists of a 52/53 week period ending on the last Tuesday of December. References to 2013, 2012 and 2011 relate to the 53-week fiscal year ended December 31, 2013 and the 52-week fiscal years ended December 25, 2012 and December 27, 2011, respectively.

The business section and other parts of this report may contain certain statements which may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks, uncertainties and other factors, which without limitation, are set forth in Item 1A.“Risk Factors” section of this Form 10-K. These forward-looking statements can be identified by the fact that they do not relate strictly to current or historical facts and often include words such as “expects”, “intends”, “anticipates”, “plans”, “believes”, “estimates”, “projects”, “predicts”, and other similar expressions. Our actual results could differ materially from the results anticipated by the forward-looking statements as a result of various factors, including, but not limited to, those identified in Item 1A.“Risk Factors” or in other sections of this report. The Company assumes no obligation to update these forward looking statements.

General

Founded in 1957, we are a membership‑based leisure business and a leading owner‑operator of private golf and country clubs, business, sports and alumni clubs in North America. As of December 31, 2013, our portfolio of 154 owned or operated clubs, with over 146,000 memberships, serves over 370,000 individual members. We are the largest owner of private golf and country clubs in the United States and own the underlying real estate for 81 of our 105 golf and country clubs (consisting of over 18 thousand acres of fee simple real estate). We lease, manage or operate through joint ventures the remaining 24 golf and country clubs. Likewise, we own one business club and lease, manage or operate through a joint venture the remaining 48 business, sports and alumni clubs. Our facilities are located in 25 states, the District of Columbia and two foreign countries. Our golf and country clubs are designed to appeal to the entire family, fostering member loyalty which we believe allows us to capture a greater share of our member households’ discretionary leisure spending. Our business, sports and alumni clubs are designed to provide our members with a “home away from home” where they can work, network and socialize in private upscale locations. We offer our members privileges throughout our collection of clubs, and we believe that our diverse facilities, recreational offerings and social programming enhance our ability to attract and retain members across a number of demographic groups. We also have alliances with other clubs, resorts and facilities located worldwide through which our members can enjoy additional access, discounts, special offerings and privileges outside of our owned and operated clubs. Given the breadth of our products, services and amenities, we believe that we offer a compelling value proposition to our members.

ClubCorp’s Diverse Portfolio of Owned and Operated Clubs

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ClubCorp began with one country club in Dallas, Texas with the basic premise of providing a first-class club membership experience. We later expanded to encompass multiple locations, making us one of the first companies to enter into the business of professional ownership and operation of private golf and country clubs. In 1966, we established our first business club with the belief that we could profitably apply our principle of delivering quality service and member satisfaction in a related line of business. In 1999, we began leveraging the breadth and geographic diversity of our clubs by offering our members various upgrade programs to take advantage of our portfolio of clubs and variety of amenities.

In December 2006, we were acquired by affiliates of KSL Capital Partners, LLC (“KSL”), a private equity firm specializing in travel and leisure businesses. For fiscal years 2007 through 2013, we have invested approximately $410 million of capital to better position and maintain our clubs in their respective markets. This represents an investment of 7.9% of our total revenues, for such period, in our clubs to reinvent, upgrade, maintain, replace and build new and existing facilities and amenities focused on enhancing our members’ experience.

Through a combination of consumer research and experimentation, capital investment and relevant programming, we have sought to “reinvent” the modern club experience to promote greater usage of our facilities. We believe that higher usage results in additional ancillary spend and improved member retention. From 2007 through 2013, we retained an average annualized membership base of 83.7% in golf and country clubs and 75.6% in business, sports and alumni clubs, for a blended retention rate of 79.9%, for such period. From 2007 through 2013, we “reinvented” 19 golf and country clubs and 16 business, sports and alumni clubs through capital investment. In 2014, we plan to invest approximately $20 million of reinvention capital across 11 clubs and will continue to evaluate opportunities to apply our reinvention strategy in the future. We have created new membership programming, such as our Optimal Network Experience (“O.N.E.”) offering that provides members access to benefits and special offerings in their local community, network-wide and beyond, in addition to benefits at their home club. In addition, from fiscal year 2007 through 2013, we have spent over $55 million to acquire 10 golf and country clubs and to develop a new alumni club, further expanding our portfolio of clubs and broadening the reach of our network.

Our operations are organized into two principal business segments: (1) golf and country clubs and (2) business, sports and alumni clubs. Our golf and country club segment includes a broad variety of clubs designed to appeal to a diverse group of families and individuals who lead an active lifestyle and seek a nearby outlet for golf, tennis, swimming and other outdoor activities. Our business clubs are generally located in office towers or business complexes and cater to business executives, professionals and entrepreneurs with a desire to entertain clients, expand their business networks, work and socialize in a private, upscale location. Our sports clubs include a variety of fitness and racquet facilities. Our alumni clubs are associated with universities with large alumni networks, and are designed to provide a connection between the university and its alumni and faculty. For example, the University of Texas has approximately 450,000 alumni and the fifth largest single campus enrollment in the nation, with over 52,000 enrolled students as of fall 2012.

For the fiscal year ended December 31, 2013, golf and country clubs accounted for 78% of our total club revenue and business, sports and alumni clubs accounted for 22% of our total club revenue. The following charts provide a breakdown of total revenues for the fiscal year ended December 31, 2013 by segment and type:

Club Revenue by Segment	Total Revenue by Type

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Membership‑Based Leisure Business with Significant Recurring Revenue. We operate with the central purpose of building relationships and enriching the lives of our members. We focus on creating a dynamic and exciting setting for our members by providing them with an environment in which to engage in a variety of leisure, recreational and networking activities. We believe our clubs have become an integral part of many of our members’ lives and, as a result, the vast majority of our members retain their memberships each year, even during the recession that primarily impacted us during 2008-2010 (the “recession”).

Our large base of memberships creates a stable recurring revenue stream. As of December 31, 2013, our owned and operated clubs had over 146,000 memberships, including over 370,000 individual members. For the fiscal year ended December 31, 2013, membership dues totaled $373.4 million, representing 46.0% of our total revenues. During the same time period, our membership retention was 83.7% in golf and country clubs and 77.2% in business, sports and alumni clubs for a blended retention rate of 80.8%.

The following charts present our membership counts and annualized retention rates for our two business segments for the past 10 years:

The proven strength and resiliency of our membership base from peak to trough is an attractive attribute of our business. We believe that if our members remain satisfied with their club experience, they will remain loyal and frequent users of our clubs, reducing our sensitivity to adverse economic conditions and providing us with operating leverage in favorable economic conditions and a recovering real estate market. Revenue per average membership has steadily increased over the past four years growing 5.7% on a compounded basis and totaling $4,732, $5,014, $5,237 and $5,591 for fiscal years ended 2010, 2011, 2012, and 2013, respectively. For all years presented, we calculate average membership using the membership count at the beginning and end of the relevant year.

Further, according to our fiscal year 2013 data, the average number of visits per membership at one of our clubs is 31 times per year with an average spend of $4,100 per year, including dues. The average number of visits per golf membership at one of our clubs is 55 times per year with an average spend of $7,300 per year, including dues.

We believe that the demographics of our member base are also an important attribute of our business. According to data provided by Buxton, a database and mapping service, based on the addresses of our members, an analysis for our golf and country club members indicates that they have on average an annual household income of $180,000 to $200,000 and a primary home value of $500,000 to $600,000. An analysis from the same database for our business, sports and alumni club members indicates that they have on average an annual household income of $150,000 to $180,000 and a primary home value of $435,000 to $545,000. We believe that these demographic profiles were more resilient during the recession, and we believe they

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will spend more in an improving economy and recovering real estate market than the general population, although there is no guarantee they will do so.

Nationally‑Recognized and Award‑Winning Clubs. Our golf and country clubs, with approximately 136 18-hole course equivalents as of December 31, 2013, represent the core assets of our company and are strategically concentrated in sunbelt markets and other major metropolitan areas. We believe that our clubs are among the top private golf clubs within their respective markets based on the quality of our facilities, breadth of amenities and number of relevant programs and events. These clubs are anchored by our golf courses, of which approximately one third are designed by some of the world’s best-known golf course architects, including Jack Nicklaus, Tom Fazio, Pete Dye, Arthur Hills and Robert Trent Jones. Likewise, a number of our clubs have won national and local awards and have appeared on national and local “best of” lists for golf, tennis and dining including:

• Firestone Country Club - “Top 50 Private Clubs” (2010‑2011 Golf World)

• LPGA International - “America’s Top 50 Courses for Women” (2013 Golf Digest)

• Oak Tree Country Club - “America’s Toughest Golf Courses” (2011‑2012 Golf Digest)

• Aspen Glen Club, Southern Trace Country Club, The Hills Country Club at Lakeway and Firestone Country Club - each named in their respective states “Best‑in‑State” (2011 Golf Digest)

• Brookhaven Country Club - “Best Overall Family Club” - Dallas/Fort Worth and “The Best in Private Clubs” List (2014 Avid Golfer Magazine)

• Vista Vallarta Club de Golf - "Best Caribbean and Mexico Courses" (2014 Golfweek)

The operations and maintenance of our golf courses and facilities have led to our selection as host of several high-profile events, leading to local and national media recognition as well as event revenue, club utilization and membership sales. In the past year, we hosted the following events at our courses:

• The World Golf Championships - Bridgestone Invitational at Firestone Country Club

• The LPGA Kraft Nabisco Championship at Mission Hills Country Club

• The LPGA Shootout at Las Colinas Country Club

• The Web.com Midwest Classic Presented by Cadillac at Nicklaus Golf Club at LionsGate

• The Open Championship qualifier at Gleneagles Country Club

Outside of our golf offering, our clubs provide a variety of additional amenities and services that we believe appeal to the whole family, such as well-appointed clubhouses, a variety of dining venues, event and meeting spaces, tennis facilities, exercise studios, personal training, spa services, resort‑style pools and water features and outdoor gathering spaces. We offerover 650 tennis courts across more than 65 clubs, and our Brookhaven Country Club features a nationally‑recognized private tennis facility.

Many of our 49 business, sports and alumni clubs are located in the heart of the nation’s influential business districts, with locations in 17 of the top 25 metropolitan statistical areas, and offer an urban location for professionals to network with colleagues, conduct business and socialize with friends. We believe our business clubs are choice locations for regional and local business and civic receptions with business amenities to support these events. These clubs also host numerous upscale private events, such as weddings, bar and bat mitzvahs and holiday parties. These events generate traffic flow through our clubs, helping to drive membership sales and club utilization. In addition, the six alumni clubs we operate offer a unique setting for alumni and faculty to share common heritage and experiences.

Expansive Portfolio of Clubs and Alliances Providing Scale. As the largest owner‑operator of private golf and country clubs in the United States, we believe that our expansive portfolio of clubs allows us to drive membership growth by providing a compelling value proposition through product variety. By clustering our clubs, many of our members have local access to both urban business‑focused clubs as well as suburban family‑oriented clubs. For an incremental monthly charge, our reciprocal access program gives our members access to our owned and operated clubs, as well as the facilities of others with which we have an alliance relationship, both domestically and internationally. For example, a member of one of our Dallas‑Fort

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Worth area clubs who participates in the O.N.E. program could travel to Palm Springs, California and play at the Dinah Shore Tournament course at our Mission Hills Country Club. As of December 31, 2013, approximately 43%of our memberships were enrolled in one or more of our upgrade programs, as compared to approximately 40% of memberships as of the end of the prior fiscal year. Incremental dues revenue relating to our upgrade programs accounted for approximately $32.0 million of our total dues revenue for the fiscal year ended December 31, 2013, compared to approximately $28.0 million for the fiscal year ended December 25, 2012. By providing members with numerous services and amenities that extend beyond their home clubs to all of the clubs we own and operate and the clubs with which we have alliances, we believe we can drive membership growth and create a key market differentiator which would be difficult for our competitors to replicate.

Our established alliances feature leisure‑oriented businesses including hotels such as The Ritz-Carlton, Hotel Del Coronado, Mandarin Oriental, and Omni Hotels and Resorts including La Costa Resort and Spa, and Barton Creek Resort & Spa; ski resorts such as Squaw Valley, Vail and Whistler Blackcomb; and restaurants such as Emeril Lagasse and The Capital Grille, as well as numerous other venues worldwide that provide discounts, upgrades and complimentary items or services. For example, our members receive 10% or more off best-available rates at select hotels and resorts, as well as special access and VIP packages to events such as The Masters and the U.S. Open Golf and Tennis Championships.

We believe the size of our portfolio of clubs provides us with significant economies of scale, creating operational synergies across our clubs and enabling us to consolidate our human resources, sales and marketing, accounting and technology departments. We also benefit from centralized purchasing to receive preferred pricing on supplies, equipment and insurance.

Diversification. As a result of our size and geographic diversity, our operating revenues and cash flows are not reliant on any one club or geographic region. Our 10 largest clubs by revenue accounted for 22.8% of our club revenues for the fiscal year ended December 31, 2013, as shown in the following chart:

Club	Location	Revenue (in thousands)		% of Club Revenue
Firestone Country Club	Ohio	$	26,014	3.2	%
The Clubs of Kingwood	Texas	$	22,585	2.8	%
Mission Hills Country Club	California	$	21,264	2.6	%
Coto de Caza Country Club	California	$	20,999	2.6	%
Gleneagles Country Club	Texas	$	18,713	2.3	%
Stonebriar Country Club	Texas	$	17,980	2.2	%
Brookhaven Country Club	Texas	$	16,300	2.0	%
Braemar Country Club	California	$	14,526	1.8	%
The Hills Country Club at Lakeway	Texas	$	13,750	1.7	%
Anthem Golf and Country Club	Arizona	$	12,888	1.6	%
		$	185,019	22.8	%

We have strategic concentrations of golf and country clubs in Texas, California and Florida, representing 31%, 20% and 6%, respectively, of total club revenue for the fiscal year ended December 31, 2013. While we have greater presence in these states where climates are typically conducive to year-round play, we believe that the broad geographic distribution of our portfolio of clubs helps mitigate the impact of adverse regional weather patterns and fluctuations in regional economic conditions. To allow for maximization of golf rounds, we employ a corporate director of agronomy and regional golf superintendents who oversee our strong agronomic practices, helping to extend golf play throughout the climate zones in which we operate.

Ownership and Control of Golf and Country Clubs. As the fee simple real estate owner for 81 of our 105 golf and country clubs, we believe that we have an advantage over other clubs as we retain the ability to maximize the value of our clubs and business. By owning the real estate underlying our clubs, we have been able to implement capital plans that inure to our benefit and generate positive returns on our investments. Owning many of our assets also gives us the flexibility to recycle our capital by selling underperforming clubs or non-essential tracts of land.

Seasoned Management Team. We have a highly experienced professional management team. Our six current executive officers had a combined 155 years of related career experience, including on average 20 years of hospitality and club specific experience through the end of fiscal year 2013. Eric Affeldt has acted as President and Chief Executive Officer for ClubCorp since December 2006 and has over 23 years of experience leading golf and resort companies, including as president and chief executive officer of KSL Fairways Golf Corporation, as well as general manager for Doral Golf Resort & Spa in Miami and PGA West and La Quinta Resort & Club in California. Curt McClellan, our Chief Financial Officer and Treasurer,

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has been with our company since November 2008 and is responsible for leading the corporate finance and accounting teams. Our Chief Operating Officer, Mark Burnett has over 25 years of experience managing golf and country clubs and leading golf and resort companies, including serving as chief operating officer for American Golf Corporation and president and chief executive officer and chief operating officer of KSL Fairways Golf Corporation.

We have also attracted and retained qualified general managers for our clubs. Our club general managers average over 10 years of service with us. These managers are tasked with the day-to-day responsibility of running the clubs and executing the strategic direction of senior management.

Our management team continues to drive new membership sales, mitigate attrition and increase cash flows by delivering value to our members through modernization and enhancement of our clubs and program offerings and improving operating efficiencies. As a result, from 2010 to 2013, total revenue and adjusted EBITDA increased by 5.8% and 5.7%, respectively, on a compounded basis.

Business Strategy

Attracting and retaining members while increasing member usage by providing the highest quality club experience are the biggest drivers of our revenue growth. In order to drive revenue growth, we use the following strategies:

Employ Experienced Membership Sales Force. We employ approximately 170 club-based, professional sales personnel who are further supported by an array of regional and corporate sales and marketing teams. Our sales team receives comprehensive initial and ongoing sales training through our internally developed “Bell Notes” training program that we believe addresses all elements of the sales process from member prospecting to closing the sale and onboarding the new member. Our sales efforts are driven at an individual club, regional and national level. Club level membership sales are targeted to individual households in the local community and bolstered by referrals from existing members, real estate brokers and developers. Regional sales management ensures sales plan execution and identifies additional prospecting opportunities that match the demographic data of existing club members such as household income or the propensity to play golf. Our national sales and marketing team is led by four corporate professionals who each have more than 20 years of tenure and collectively have over 100 years of experience with us. Their efforts include creating core and strategic membership offerings and corporate rate memberships.

We periodically obtain feedback from our membership base to effectively understand current membership demographics and preferences to better target member prospects. For example, in 2012, with the improving macro‑economic environment, we launched a national family legacy program that allows members to invite extended family to join any of our clubs with promotional pricing. As of December 31, 2013, we had approximately 1,270 memberships enrolled in this program. In April 2009, we implemented regional young executive programs in our Dallas and Houston clubs with special pricing that feature multi-club access and professional networking events. As of December 31, 2013, we had over 1,200 memberships enrolled in the young executive programs. We believe our well-trained and incentivized sales team will continue to drive membership growth, and we believe we are well-positioned to capitalize on improving economic conditions.

Leverage Our Portfolio and Alliance Offerings. We offer a variety of products, services and amenities through upgrade offerings that provide members access to our portfolio of clubs and leverage our alliances with other clubs, resorts and facilities both domestically and internationally.

In 2010, we strategically introduced our O.N.E. program and have continued to market it aggressively across most of our golf and country clubs. O.N.E. is an offering that combines what we refer to as “comprehensive club, community and world benefits”. With this offering, members receive 50% off a la carte dining at their home club; preferential offerings to clubs in their community (including those owned by us), as well as at local spas, restaurants and other venues; and complimentary privileges to more than 200 golf and country, business, sporting and athletic clubs when traveling outside of their community with additional offerings and discounts to more than 700 renowned hotels, resorts, restaurants and entertainment venues. These programs are designed to increase our recurring monthly revenues while providing a value proposition to our members that helps drive increased usage of our facilities. Almost 80 of our clubs offer the O.N.E. program to their members. Over 50% of our new members joined under our O.N.E. program at clubs where it is offered as compared to 35% of new members who purchased upgraded product offerings prior to the introduction of the O.N.E. program. At the end of 2013, use of our facilities by members outside of their home club increased by 34% as a result of the introduction of the O.N.E. program. Food and beverage revenues increased 22% from 2010 to 2013, which we largely attribute to our enhanced dining venues and offerings, including O.N.E., the recovering economy and greater consumer spend. We continue to evaluate opportunities for further expansion of the O.N.E. offering into additional geographic areas.

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We have established alliances with other leisure‑oriented businesses, whereby members of our clubs have usage privileges or receive special pricing at such properties. We target alliances with recognized brands that appeal to our members. According to the 2013 U.S. Affluent Travel and Leisure report by Resonance, the Ritz-Carlton, with whom we have an alliance, is ranked in the top five preferred brands for affluent households and is the premier brand for high net worth households. Other leading brand alliances include but are not limited to La Costa Resort and Spa, Barton Creek Resort & Spa and other Omni hotels and resorts, Pinehurst Resort, hotels such as Hotel Del Coronado and Mandarin Oriental, ski resorts such as Squaw Valley, Vail and Whistler-Blackcomb, and restaurants such as Emeril Lagasse and The Capital Grille, as well as numerous other alliances that provide discounts, complimentary upgrades, services or items. The benefits offered are generally paid for by our members at the time of use. We have revenue sharing arrangements with some of these properties, and we do not incur any fees or additional costs to enter into such alliances.

We market and promote our member benefits through our in-house marketing tools, including member e-newsletters and e-communications, our internally developed online Benefits Finder, other social media applications and our quarterly‑distributed proprietary Private Clubs magazine. Our strategic alliance partners also support our marketing efforts with targeted advertisement, including direct mail. We make reservations convenient for members by providing an in-house concierge (ClubLine), and by offering access to an inventory of VIP tickets through our own web portal (TicketLine). Members may also directly access discounted hotel rates of up to 40% off retail rates at thousands of hotels worldwide through an online tool (Find Hotels) connecting members to a wholesale travel company with whom we have an alliance arrangement. We continually seek additional reciprocal arrangements and alliances with other hospitality‑oriented businesses that can further enhance our members’ variety of choices extending beyond their home club.

Develop New and Relevant Programming. Members who frequently utilize our facilities typically tend to spend more at our clubs and remain members longer. As a result, we believe that there are significant opportunities to increase operating revenues by making our clubs more relevant to our members. In 2009, we developed a reporting tool we refer to as the “Member Dashboard” to analyze and drive member activity and club utilization. The Member Dashboard identifies members’ visits and allows us to personally engage with our members and encourage them to use their club and its amenities. We capture a member’s interest profile when the member joins a club and we study member usage patterns and obtain feedback from our members periodically to keep our offerings relevant to members’ changing lifestyles. Our goal is to provide numerous opportunities for all members and their families to utilize our facilities.

Over the past several years, key elements of our strategy have included making our golf and country clubs more family friendly and accessible. To make it more convenient for members to learn the game of golf, we have expanded practice facilities, enhanced teaching programs and created “Fastee Courses” where tees are placed forward to shorten the yardage of each hole to ease play and reduce the time commitment. We have also added family‑oriented water recreation facilities in our pool areas, refitted fitness centers and redesigned our food and beverage outlets to be more contemporary and casual allowing for anytime usage. Many of our golf and country clubs offer summer camps and other youth programming, including junior golf leagues and swim teams. We believe these program offerings have been well received by both new and existing members, with an increase in ancillary revenue per average membership of 7.1% for the fiscal year ended December 31, 2013 compared to the fiscal year ended December 25, 2012 and 5.4% for the fiscal year ended December 25, 2012 compared to the fiscal year ended December 27, 2011.

Many of our facilities contain significant banquet and catering facilities for use by both members and non-members alike. We host events ranging from weddings, to bar and bat mitzvahs, to business meetings, to civic organization gatherings, which often serve as the first introduction of our clubs to prospective members. Our extensive portfolio of business, sports and alumni clubs also provides our members access to a network of other civic and business leaders, and our clubs endeavor to host high profile social and civic events in order to become central to the community in which we operate.

Members also participate in clubs within their club, whereby members with similar interests come together for recreational, educational, charitable, social and business‑oriented purposes. We believe this reinforces the club becoming integral to the lives of our members. Our individual clubs also benefit from member participation on their board of governors and numerous committees providing us valuable feedback and recommendations for further improvements to our program offerings. We will continue to promote activities and events occurring at members’ home clubs, and believe we can further tailor our programming to address members’ particular preferences and interests.

Take Advantage of Improving Economic Conditions. We believe improving economic conditions and improvements in local housing markets reinforce the foundation for membership growth. Although some of the metropolitan areas where we operate clubs were disproportionately affected by the recession, related to the decline in home prices and increase in foreclosure rates, our membership base remained resilient, which we believe can be attributed to our favorable membership demographics. Economic indicators, such as increased consumer confidence, discretionary spending and home sales and construction, support an environment where we believe prospective members will choose to join our clubs.

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Membership growth is, in part, driven by sales of homes in neighborhoods where our clubs are located as those who purchase homes in those areas are more likely to join the neighboring country club. For example, membership at Trophy Club Country Club, near Dallas, Texas, increased 13% from 2010 to 2013, during which time the local municipality approved approximately 1,000 new home construction permits for neighborhoods located within a 20 mile radius of the club.

Total Membership Trend Compared to Home Sales Trend

______________________

Source: National Association Of Realtors^® (existing home sales), Census Bureau (new home sales).

In our business, sports and alumni clubs segment, improvements in the commercial leasing market support the attraction of new members. For example, in 2010, occupancy in the AON Building in Chicago, where our Mid-America Club is located, was 69.4%. As of December 31, 2013, occupancy has increased to 80.0%, and our membership at the Mid-America Club increased 6.2% over the same period. We believe our alumni clubs are less impacted by local economic conditions as the membership tends to draw from a larger geographical area.

Reinvent Through Strategic Capital Investment. We believe our ability to conceptualize, fund and execute club reinventions gives us a significant competitive advantage over member‑owned and individual privately-owned clubs, which may have difficulty gaining member consensus and financial backing to execute such improvements. In 2007, we embarked on the “reinvention” of our clubs through strategic capital investment projects designed to drive membership sales, facility usage and member retention. We believe this strategy results in increased member visits during various parts of the day for both business and pleasure, allowing our clubs to serve multiple purposes depending on the individual needs of our members. Additionally, our investments have enabled us to make appropriate price adjustments.

Elements of reinvention capital expenditures include “Touchdown Rooms”, which are small private meeting rooms allowing members to hold impromptu private meetings while leveraging the other services of their club. “Anytime Lounges” provide a contemporary and casual atmosphere to work and network, while “Media Rooms” provide state of the art facilities to enjoy various forms of entertainment. Additional reinvention elements include refitted fitness centers, enhanced pool area amenities such as shade cabanas, pool slides and splash pads, redesigned golf practice areas for use by beginners to avid golfers, and newly created or updated indoor and outdoor dining and social gathering areas designed to take advantage of the expansive views and natural beauty of our clubs.

From 2007 to 2013, we invested approximately $410 million, or 7.9% of total revenue, to reinvent, upgrade, maintain, replace and build new and existing facilities and amenities. Much of our invested capital included adding reinvention elements to many of our clubs, including the construction or remodeling of approximately 20 fitness facilities and 60 dining venues, the addition of three family‑oriented outdoor water related amenities and improvements to approximately 800 holes of golf. As of

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December 31, 2013, 35 of our clubs were considered “major reinvention” clubs and received significant reinvention capital. We define “major reinvention” clubs as those clubs receiving $750,000 or more gross capital spend on a project basis, excluding initial one-time capital investments at newly acquired clubs.

Examples of major reinvention clubs include but are not limited to:

•Gleneagles Country Club in Dallas, Texas

•Morgan Run Club and Resort in Rancho Santa Fe, California

•The Hills of Lakeway in Austin, Texas

•The Houston Club in Houston, Texas

•Center Club Costa Mesa in Costa Mesa, California

•The City Club Los Angeles in Los Angeles, California

We believe the benefits of reinvention include an increase in revenue as a result of an increase in member usage, increase in member spend per visit, and an increase in new memberships. For instance, the recent renovation at Trophy Club Country Club near Dallas, Texas is an example of how we profit from major renovation projects. In 2012, we invested approximately $1.5 million to renovate the clubhouse as part of our reinvention strategy. We believe this investment contributed to a 23.1% and 10.1% increase in revenue and membership, respectively, for the fiscal year ended December 31, 2013, compared to pre-construction revenue and membership for the fiscal year ended December 27, 2011.

At our business clubs, we have benefited from landlord contributions towards the cost of our business club reinvention. Landlords often see our clubs as amenities that improve the building’s overall appeal for its tenants and, as such, are willing to help fund improvements. From 2007 through 2013, we received landlord contributions at 15 of our 16 reinvented business, sports and alumni clubs totaling approximately $25.9 million, representing approximately 40% of the total reinvention investment in our business, sports and alumni clubs. Additionally, we expect approximately $1.6 million in tenant improvement allowances attributable to reinvention projects occurring during fiscal year 2014 under the terms of the respective lease agreements. We believe that these leasehold improvements also favorably position us to capitalize on the improving economy.

The reinvention capital investments made at the Silicon Valley Capital Club in San Jose, California further demonstrate how we profited from such projects. From mid 2011 through early 2012, we invested approximately $2.8 million, of which $0.8 million was funded by the landlord for tenant improvements. We believe this investment contributed to a 32.0% and 18.4% increase in revenue and membership, respectively, for the fiscal year ended December 25, 2012, compared to pre-construction revenue and membership for the fiscal year ended December 28, 2010.

Our reinvention concept was based on consumer research conducted during the recession. Through this research, we analyzed how members were using our facilities, why members joined and why some subsequently resigned. This research was utilized to develop physical and programming changes to better suit our members’ preferences and needs. Based on our data, in 2013, our members visited our reinvented golf and country clubs an average of 23.4% more frequently than members of non-reinvented clubs and members visited our reinvented business, sports and alumni clubs an average of 39.6% more frequently than non-reinvented clubs.

During fiscal 2012 and 2013, we spent $17.6 million and $26.0 million, respectively, on reinvention capital and plan to invest approximately $20 million in 2014 at seven golf and country clubs and four business, sport and alumni clubs. We believe these additional major reinvention projects represent opportunities to increase revenues and generate a positive return on our investment, although we cannot guarantee such returns. We will continue to identify and prioritize capital projects for fiscal years 2015 and beyond to add reinvention elements.

Pursuing Selected Acquisitions. Acquisitions allow us to expand our portfolio and network offerings. We believe the ability to offer access to our collection of clubs provides us a significant competitive advantage in pursuing acquisitions. Newly acquired clubs may generally benefit from additional capital and implementation of our reinvention strategy. We believe that the unique benefits that we have to offer, such as a policy which does not assess members for capital improvements as well as our ability to consummate acquisitions and improve operations, provide us a unique competitive advantage in pursuing potential transactions. We believe there are many attractive acquisition opportunities available and we continually evaluate and selectively pursue these opportunities to expand our business. We actively communicate with other club operators, their lenders and boards of directors who may seek to dispose of their club properties or combine membership rosters at a single club

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location. We also evaluate joint ventures and management opportunities that allow us to expand our operations and increase our recurring revenue base without substantial capital outlay. When we do make strategic acquisitions, we do so only after an evaluation to satisfy ourselves that we can add value given our external growth experience, facility assessment capabilities, operational expertise and economies of scale. For example, in 2010, we acquired the Country Club of the South outside of Atlanta, Georgia (which had been foreclosed upon) for approximately $7.4 million, or less than one-third of its replacement cost. Thereafter, we invested $2.0 million in reinvention elements which helped contribute to a 17.9% and 10.1% increase in revenue and membership, respectively, for the fiscal year ended December 31, 2013, compared to the fiscal year ended December 27, 2011.

Over the past three years, we have continued to take advantage of market conditions to expand our portfolio, including the 2011 acquisition of Hartefeld National Golf Club, a bank-held private golf and country club in Avondale, Pennsylvania, the acquisition of three golf and country club properties in the Long Island area of New York and the acquisition of Canterwood Golf and Country Club, a previously member-owned club in the Seattle, Washington area. In 2012, we entered into new agreements to manage and operate LPGA International, a semi-private golf and country club in Daytona Beach, Florida and Hollytree Country Club, a private country club in Tyler, Texas. In 2013, we acquired Oak Tree Country Club, a private country club in Edmond, Oklahoma, Cherry Valley Country Club, a private country club in Skillman, New Jersey and Chantilly National Golf and Country Club, a private country club located in Centreville, Virginia.

Subsequent to December 31, 2013, on March 3, 2014, we purchased Prestonwood Country Club, a private golf club comprised of two properties: The Creek in Dallas, Texas and The Hills in nearby Plano, Texas.

In addition to our domestic initiatives, we believe there is an attractive market to extend our private club expertise through international management arrangements. As of December 31, 2013, we managed one business club in Beijing, China and have agreements to manage two business clubs currently under development elsewhere in China. Going forward, we will also consider selectively expanding our international operations.

Industry and Market Opportunity

Our company is a membership‑based leisure business closely tied to consumer discretionary spending. We believe that we compete for these discretionary consumer dollars against such businesses as amusement parks, spectator sports, ski and mountain resorts, fitness and recreational sports centers, gaming and casinos, hotels and restaurants. We believe that we will benefit from the recovery taking place in the leisure industry as evidenced by recent trends in gross domestic product (“GDP”) growth within our industry. According to the Bureau of Economic Analysis (“BEA”), from 2011 to 2012, leisure and hospitality industry’s GDP growth increased by 3.5%, outperforming overall U.S. GDP growth of 2.2% during the same period.

______________________

Source: Bureau of Economic Analysis.

(1) Leisure represents the BEA defined industry of arts, entertainment, recreation, accommodation and food services.

(2) GDP represents value added; according to the BEA, value added by industry is a measure of the contribution of each industry to the nation’s GDP.

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Favorable Macro‑Economic Trends. We believe that our industry and business are generally affected by macro‑economic conditions and trends. Evidence of those trends from calendar year 2008 to 2013 include, the S&P 500 increasing 128%, home sales volume (including new home and existing home sales) increasing from 9.8 million to 10.0 million, according to the Bureau of the Census and the National Association of Realtors, median home prices of existing homes increasing from a 2008 low of $175,000 to $197,700 at the end of December 2013, according to the National Association of Realtors, and the consumer discretionary spend increasing from $10.0 trillion to $11.6 trillion, as reported by the BEA. We believe that as the economy continues to recover from recession lows, our industry will continue to benefit. For more than the past year and a half, the consumer sentiment index has remained above its five year average, according to Thomson Reuters/University of Michigan. We believe that as consumer confidence and disposable income increase, our clubs will benefit from increased leisure and discretionary dollars spent as individuals and families look to expand recreational activities and social interactions.

______________________	______________________
Source: Thomson Reuters and University of Michigan.	Source: Bureau of Economic Analysis.

Affluent Demographic. According to data provided by Buxton, a database and mapping service, our members reside in locations where the average household income is in excess of $150,000. According to the Resonance Report for 2013, which relies on estimates from the Bureau of Labor Statistics, households with income of $150,000 or greater account for 36% of all consumer spending on social, recreation and health club memberships. We believe this demographic’s share of discretionary spending is beneficial to our business.

Golf Industry Overview

The operational and financial performance of our clubs have been, and we believe will continue to be, influenced by local, regional and national U.S. macro‑economic trends. We primarily own and operate private golf and country clubs for which we believe demand is generally more resilient to economic cycles than public golf facilities and other hospitality assets, which we believe can be attributed to our favorable membership demographics.

Golf Industry Trends. We believe that golf industry trends are favorable to our private club membership model. The golf industry is characterized by varied ownership structures, including properties owned by corporations, member equity holders, developers, municipalities and others. Reports prepared by the National Golf Foundation (“NGF”) show that during the 1990’s and early 2000’s, the industry suffered an overbuilding of public golf facilities. Over 3,160 public golf facilities opened from 1990 through 2000, increasing the supply of public golf by 39%. Golfer growth could not keep pace with the new supply generated during this time period. NGF also reports that 2013 represented the eighth consecutive year in which total facility closures outnumbered openings, with a net reduction of 144 18-hole equivalent courses in 2013. Based on a count by NGF, 2013 year-end U.S. golf supply totaled 15,516 facilities comprised of 11,505 public facilities and 4,011 private golf clubs.

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Golf Facilities in The U.S.	Net Change in Total Golf Course Supply
______________________	______________________
Source: National Golf Foundation	Source: National Golf Foundation

Golfer Trends. According to NGF estimates, core and avid golfers represent more than 50% of total golfers and represented approximately 94.0% of the $26.3 billion spent on golf in 2012. We believe that core and avid golfers are the most likely golfers to become private club members and according to private club trends last reported by NGF, private golf clubs have an average golfer spend of approximately $2,000 per year versus public courses that have an average golfer spend of approximately $650 per year. Further, NGF reports that the typical private club member is 55 years old with an annual household income of approximately $125,000 whereas the typical public golfer is 47 years old with an annual household income of approximately $95,000.

According to publications by NGF, the private golf club industry captures a more affluent segment of baby boomers than the industry as a whole, and we believe baby boomers will play a significant role in the future of the golf industry. Further, NGF believes that there is a pipeline of qualified member prospects with similar characteristics as our current members and almost half of total golfers are under the age of 40.

Spend per Golfer	Golfers by Age
______________________	______________________
Source: National Golf Foundation	Source: National Golf Foundation

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Business Club Industry Overview

While there is no specific industry designation for our business, sports and alumni clubs, we believe utilization of our clubs is comparable to the restaurant and hospitality industries. Our business clubs are located in 17 of the top 25 Metropolitan Statistical Areas ranked by population. Our business clubs include dining rooms, bar areas and private meeting rooms which allow members to entertain clients, conduct business and host social and corporate events.

We believe that a favorable economic backdrop increases business activity (as measured by corporate profits and the success of the capital markets) and will positively affect the demand for our business clubs. According to the BEA, corporate profits from current production (also known as operating or economic profits) increased 6.8% in 2012, compared with an increase of 7.3% in 2011. Similarly, the S&P 500 Index, a proxy for the performance of the broader public equity capital markets, has recently witnessed significant returns. On a total return basis, the S&P 500 is up 57% over the past three years.

______________________

Source: Bureau of Economic Analysis.

We anticipate that a continued influx of jobs into our key markets of operations will drive increased demand for our food and beverage and hospitality amenities and offerings. We believe the locations of our business clubs, which also serve as anchors to commercial towers and business centers, position us to capture increased spend from the growing work force that is recovering from the recession. Additionally, as business activity increases for working professionals, we believe private corporate sponsored events are likely to become more sought after.

Competition

While our principal direct competitors are other golf, country or business clubs with similar facilities, we also compete for discretionary leisure spending with other types of recreational facilities and forms of entertainment including restaurants, sports attractions, hotels and vacation travel.

We are the largest owner‑operator of private golf and country clubs in the United States, with more than twice as many private golf and country clubs as the closest competitor, according to NGF. Overall, the golf industry is a highly fragmented competitive landscape with approximately 4,000 private golf clubs in the United States, of which approximately 15% were under corporate management according to NGF’s 2013 year-end data. The data further concludes that the top 10 golf management companies, including ClubCorp, owned or managed approximately 275 golf clubs, or about 7.0% of the total private golf club market at the end of calendar year 2013. In fact, according to NGF, at the end of 2013 only four other companies owned or operated more than 25 private golf clubs in the United States with Sequoia Golf (including Canongate), Troon Golf LLC, Century Golf Partners and U.S. Air Force Services Agency reporting a total of 38, 36, 27 and 25, respectively.

We believe most of our competition is regionally or locally based and the level of competition for any one of our clubs depends on its location and proximity to other golf facilities relative to the location of our members. In several of our strategically concentrated markets, such as Texas, California and Florida, our ownership of multiple facilities allows us to offer access to multiple clubs both locally and beyond. While others have attempted to create their own access and benefit programs, we believe our product offerings would be difficult to replicate on a similar scale, given the size of our portfolio of clubs, geographic diversity of our clubs and our numerous alliances with other clubs, resorts and facilities.

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Competition for our business, sports and alumni clubs is dependent on the individual market, and the needs of the individual member. For members looking for a private dining experience, nearby restaurants are our primary competition. For members looking for places to conduct business, our competition includes other facilities that provide meeting space such as hotels and convention centers as well as places such as fast casual restaurants and coffee bars, where people can conveniently meet and conduct informal meetings and access the internet. For people looking for a place to hold a private party such as a wedding, our competition includes other catering facilities such as hotels and resort facilities.

Seasonality

Golf and country club operations are seasonal in nature, with peak season beginning in mid-May and running through mid-September in most regions. Usage at our golf and country clubs declines significantly during the first and fourth quarters, when colder temperatures and shorter days reduce the demand for outdoor activities. However, the seasonality of revenues for many of our golf and country clubs is partially mitigated by our strategic concentration in regions with traditionally warmer climates such as Texas, California and Florida. While nearly all of our golf and country clubs experience at least some seasonality, due to the recurring nature of our year round membership dues income, seasonality has a muted impact on our overall performance as compared to daily fee public golf facilities. Many of our golf and country clubs also offer other amenities such as dining, indoor tennis and fitness facilities, which provide revenue streams that are typically less affected by seasonality than our golf operations revenues. We consider the year-round recurring dues revenue stream to be one of the primary advantages of private club ownership. Our business clubs are less seasonal in nature, but typically generate a greater share of their annual revenues in the fourth quarter due to the holiday and year-end party season. In addition, the first, second and third fiscal quarters each consist of 12 weeks, whereas the fourth quarter consists of 16 or 17 weeks of operations. As a result of these factors, we usually generate a disproportionate share of our revenues and cash flows in the second, third and fourth quarters of each year and have lower revenues and profits in the first quarter.

Sales and Marketing

We promote our clubs through extensive marketing and sales programs that are designed to appeal to our existing members, prospective members or underrepresented demographic groups. For example, we responded to the younger age of prospective members in the industry with targeted membership programs for young executives. We have also designed programming and events geared toward women and invested in family amenities that broaden the appeal of our clubs. Additionally, we advertise through social media and print advertisements in a variety of national, regional and local magazines and newspapers. We also showcase our facilities, products and services through our award‑winning quarterly lifestyle magazine, Private Clubs.Private Clubs has received the MAGGIE Award for Best Magazine in the Associations/Trade & Consumer Division each year since 2009. We distribute our magazine to our member households, clubs and strategic alliance partners who subscribe, in order to showcase our facilities, products and services and other content relevant to our current and prospective members. Recent technology advancements include the mobile edition of our Private Clubs magazine, mobile tee times and electronic billing.

In 2013, our clubs served as the site of several national and regional golf events and received national awards and recognition. Three clubs received national television coverage while serving as the site of high-profile golf events, including: Firestone Country Club, site of the World Golf Championships - Bridgestone Invitational; Mission Hills Country Club, site of the LPGA Kraft Nabisco Championship (one of the four major tournaments on the LPGA Tour); and Las Colinas Country Club, site of the inaugural North Texas LPGA Shootout. Other significant golf events held at our clubs included the Web.com Midwest Classic at Nicklaus Golf Club at Lionsgate; and America’s International Final Qualifying Event for the 2013 Open Championship at Gleneagles Country Club in Plano.

Regulation

Environmental, Health and Safety. Our facilities and operations are subject to a number of environmental laws. As a result, we may be required to incur costs to comply with the requirements of these laws, such as those relating to water resources, discharges to air, water and land, the handling and disposal of solid and hazardous waste, and the cleanup of properties affected by regulated materials. Under these and other environmental requirements, we may be required to investigate and clean up hazardous or toxic substances or chemical releases from current or formerly owned or operated facilities. Environmental laws typically impose cleanup responsibility and liability without regard to whether the relevant entity knew of or caused the presence of the contaminants. We use certain substances and generate certain wastes that may be deemed hazardous or toxic under such laws, and from time to time have incurred, and in the future may incur, costs related to cleaning up contamination resulting from historic uses of certain of our current or former properties or our treatment, storage or disposal of wastes at facilities owned by others. Our facilities are also subject to risks associated with mold, asbestos and other indoor building contaminants. The costs of investigation, remediation or removal of regulated materials may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use, transfer or obtain

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financing for our property. We may be required to incur costs to remediate potential environmental hazards, mitigate environmental risks in the future, or comply with other environmental requirements.

In addition, in order to improve, upgrade or expand some of our golf and country clubs, we may be subject to environmental review under the National Environmental Policy Act and, for projects in California, the California Environmental Quality Act. Both acts require that a specified government agency study any proposal for potential environmental impacts and include in its analysis various alternatives. Our improvement proposals may not be approved or may be approved with modifications that substantially increase the cost or decrease the desirability of implementing the project.

We are also subject to regulation by the United States Occupational Safety and Health Administration and similar health and safety laws in other jurisdictions. These regulations impact a number of aspects of operations, including golf course maintenance and food handling and preparation.

Zoning and Land Use. The ownership and operation of our facilities, as well as our re-development and expansion of clubs, subjects us to federal, state and local laws regulating zoning, land development, land use, building design and construction, and other real estate‑related laws and regulations.

Access. Our facilities and operations are subject to the ADA. The rules implementing the ADA have been further revised by the ADA Amendments Act of 2008, which included additional compliance requirements for golf facilities and recreational areas. The ADA generally requires that we remove architectural barriers when readily achievable so that our facilities are made accessible to people with disabilities. Noncompliance could result in imposition of fines or an award of damages to private litigants. Federal legislation or regulations may further amend the ADA to impose more stringent requirements with which we would have to comply.

Other. We are also subject to various local, state and federal laws, regulations and administrative practices affecting our business. We must comply with provisions regulating health and safety standards, equal employment, minimum wages, and licensing requirements and regulations for the sale of food and alcoholic beverages.

Employees

As of March 14, 2014, we had approximately 13,300 employees, of which 9,900 are located at our golf and country clubs, 3,100 are located at our business, sports and alumni clubs and 300 are part of our corporate and regional staff. Other than a small group of golf course maintenance staff at one of our clubs, all of our employees are non-union. We believe we have a good working relationship with our employees and have yet to experience an interruption of business as a result of labor disputes.

Insurance

We believe that our properties are covered by adequate property, casualty and commercial liability insurance with what we believe are commercially reasonable deductibles and limits for our industry. We also carry other insurance, including directors and officers liability insurance, fiduciary coverage and workers’ compensation. Changes in the insurance market over the past few years have increased the risk that affordable insurance may not be available to us in the future. While our management believes that our insurance coverage is adequate, if we were held liable for amounts and claims exceeding the limits of our insurance coverage or outside the scope of our insurance coverage, our business, results of operations and financial condition could be materially and adversely affected.

Intellectual Property

We have registered or claim ownership of a variety of trade names, service marks, copyrights and trademarks for use in our business, including, but not limited to: Associate Club; Associate Clubs; Building Relationships and Enriching Lives; ClubCater; ClubCorp; ClubCorp Charity Classic; ClubCorp Resorts; Club Corporation of America; ClubLine; Club Resorts; Club Without Walls; Fastee Course; Membercard; My Club. My Community. My World.; Private Clubs; The Society; The World Leader in Private Clubs; and Warm Welcomes, Magic Moments and Fond Farewells. While there can be no assurance that we can maintain registration or ownership for the marks, we are not currently aware of any facts that would negatively impact our continuing use of any of the above trade names, service marks or trademarks. We consider our intellectual property rights to be important to our business and actively defend and enforce them.

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Geographic Information

Financial information about geographic area is set forth in Note 14 of the Notes to Consolidated Financial Statements under Part II, Item 8: “Financial Statements” of this Annual Report on Form 10-K.

Available Information

We file with or furnish to the Securities and Exchange Commission (“SEC”) reports, including our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. These reports are available free of charge on our corporate website (www.clubcorp.com) as soon as reasonably practicable after such materials are electronically filed with or furnished to the SEC. Information provided on our website is not part of this Form 10-K or our other filings. Copies of any materials we file with the SEC can be obtained at www.sec.gov or at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the public reference room is available by calling the SEC at 1-800-SEC-0330.

ITEM 1A.    RISK FACTORS

Risks Relating to Our Business

Economic recessions or downturns could negatively affect our business, financial condition and results of operations.

A substantial portion of our revenue is derived from discretionary or leisure spending by our members and guests and such spending can be particularly sensitive to changes in general economic conditions. The recession led to slower economic activity, increased unemployment, concerns about inflation and energy costs, decreased business and consumer confidence, reduced corporate profits and capital spending, adverse business conditions and lower levels of liquidity in many financial markets, which negatively affected our business, financial condition and results of operations. For example, for the fiscal years ended December 31, 2013, December 25, 2012, December 27, 2011, December 28, 2010 and December 29, 2009, we experienced annualized attrition (i.e., members who resign) in membership count of 16.3%, 16.4%, 15.9%, 17.2%, and 17.0%, respectively, in our golf and country clubs and 22.8%, 22.9%, 23.5%, 24.2%, and 27.1%, respectively, in our business, sports and alumni clubs. A renewed economic downturn in the United States may lead to increases in unemployment and loss of consumer confidence which would likely translate into resignations of existing members, a decrease in the rate of new memberships and reduced spending by our members. As a result, our business, financial condition and results of operations may be materially adversely affected by a renewed economic downturn.

Our businesses will remain susceptible to future economic recessions or downturns, and any significant adverse shift in general economic conditions, whether local, regional, national or global, would likely have a material adverse effect on our business, financial condition and results of operations. During such periods of adverse economic conditions, we may be unable to increase membership dues or the price of our products and services and experience increased rates of resignations of existing members, a decrease in the rate of new member enrollment or reduced spending by our members, any of which may result in, among other things, decreased revenues and financial losses. In addition, during periods of adverse economic conditions, we may have difficulty accessing financial markets or face increased funding costs, which could make it more difficult or impossible for us to obtain funding for additional investments and harm our results of operations.

We may not be able to attract and retain club members, which could harm our business, financial condition and results of operations.

Our success depends on our ability to attract and retain members at our clubs and maintain or increase usage of our facilities. Changes in consumer tastes and preferences, particularly those affecting the popularity of golf and private dining, and other social and demographic trends could adversely affect our business. Historically, we have experienced varying levels of membership enrollment and attrition rates and, in certain areas, decreased levels of usage of our facilities. Significant periods where attrition rates exceed enrollment rates or where facilities usage is below historical levels would have a material adverse effect on our business, results of operations and financial condition. For the fiscal year ended December 31, 2013, 46.0% of our total operating revenues came from recurring membership dues. For the same period on an annualized basis, 22.8% of our business, sports and alumni club memberships (approximately 14,200 memberships), and 16.3% of our golf and country club memberships (approximately 13,500 memberships) were resigned. After the addition of new memberships, we experienced a net (loss) gain in memberships of (1.0)% in our business, sports and alumni clubs and 3.2% in our golf and country clubs. If we cannot attract new members or retain our existing members, our business, financial condition and results of operations could be harmed.

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Changes in consumer spending patterns, particularly discretionary expenditures for leisure, recreation and travel, are susceptible to factors beyond our control that may reduce demand for our products and services.

Consumer spending patterns, particularly discretionary expenditures for leisure, recreation and travel, are particularly susceptible to factors beyond our control that may reduce demand for our products and services, including demand for memberships, golf, vacation and business travel and food and beverage sales. These factors include:

• low consumer confidence;

• depressed housing prices;

• changes in the desirability of particular locations, residential neighborhoods, office space or travel patterns of members;

• decreased corporate budgets and spending and cancellations, deferrals or renegotiations of group business (e.g., industry conventions);

• natural disasters, such as earthquakes, tornadoes, hurricanes, wildfires and floods;

• outbreaks of pandemic or contagious diseases, such as avian or swine flu;

• war, terrorist activities or threats and heightened travel security measures instituted in response to these events; and

• the financial condition of the airline, automotive and other transportation-related industries and its impact on travel.

These factors and other global, national and regional conditions can adversely affect, and from time to time have adversely affected, individual properties, particular regions or our business as a whole. For example, during the recession, many businesses dramatically decreased the number of corporate events and meetings hosted at facilities such as convention centers, hotels, business clubs, golf clubs, resorts and retreats in an effort to cut costs and in response to public opinion relating to excess corporate spending, which negatively impacted the amount of business for such facilities, including certain of our facilities. Any one or more of these factors could limit or reduce demand or the rates our clubs are able to charge for memberships or services, which could harm our business and results of operations.

Unusual weather patterns and extreme weather events, as well as periodic and quasi-periodic weather patterns, such as those commonly associated with the El Niño/La Niña-Southern Oscillation, could adversely affect the value of our golf courses or negatively impact our business and results of operations.

Our operations and results are susceptible to non-seasonal and severe weather patterns. Extreme weather events or patterns in a given region, such as heavy rains, prolonged snow accumulations, extended heat waves and high winds, could reduce our revenues for that region by interrupting activities at affected properties which could negatively impact our business and results of operations.

One factor that specifically affects our real estate investments in golf courses is the availability of water. Turf grass conditions must be satisfactory to attract play on our golf courses, which requires significant amounts of water. Our ability to irrigate a golf course could be adversely impacted by a drought or other cause of water shortage, such as the recent drought affecting the southern and western United States and associated government imposed water restrictions. A severe drought of extensive duration experienced in regard to a large number of properties could adversely affect our business and results of operations.

We also have a high concentration of golf clubs in Texas, California and Florida, which can experience periods of unusually hot, cold, dry or rainy weather due to a variety of periodic and quasi-periodic global climate phenomenon, such as the El Niño/La Niña-Southern Oscillation. For example, during 2011, we incurred $0.4 million, or 10.0%, higher golf course maintenance utility expenses for the fiscal period starting on June 15, 2011 and ending on September 6, 2011 compared to the corresponding fiscal period in 2010, due primarily to unusually hot and severe drought conditions in certain portions of the southern United States. If these phenomenon and their impacts on weather patterns persist for extended periods of time, our business and results of operations could be harmed.

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We could be required to make material cash outlays in future periods if the number of initiation deposit refund requests we receive materially increases or if we are required to surrender unclaimed initiation deposits to state authorities under applicable escheatment laws.

At a majority of our private clubs, members are expected to pay an initiation fee or deposit upon their acceptance as a member to the club. Initiation fees, which are more typical for our business clubs and mid-market golf and country clubs, are generally nonrefundable. In contrast to initiation fees, initiation deposits, which are typical in our more prestigious golf and country clubs, paid by members upon joining one of our clubs are fully refundable after a fixed number of years, typically 30 years, and upon the occurrence of other contract-specific conditions. Historically, only a small percentage of initiation deposits eligible to be refunded have been requested by members. As of December 31, 2013, the amount of initiation deposits that are eligible to be refunded currently within the next 12 months is $112.2 million on a gross basis. When refunds are requested, we must fund the payment of such amounts from our available cash. If the number of refunds dramatically increases in the future, our financial condition could suffer and the funding requirement for such refunds could strain our cash on hand or otherwise force us to reduce or delay capital expenditures, reduce or eliminate planned dividend payments, sell assets or operations or seek additional capital in order to raise the cash necessary to make such refunds. As of December 31, 2013, the discounted value of initiation deposits that may be refunded in future years (not including the next 12 months) is $204.2 million. For more information on our initiation deposit amounts, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources”.

While we will make a refund to any member whose initiation deposit is eligible to be refunded, we may be subject to various states’ escheatment laws with respect to initiation deposits that have not been refunded to members. All states have escheatment laws and generally require companies to remit to the state cash in an amount equal to unclaimed and abandoned property after a specified period of dormancy, which is typically 3 to 5 years. We currently do not remit to states any amounts relating to initiation deposits that are eligible to be refunded to members based upon our interpretation of the applicability of such laws to initiation deposits. The analysis of the potential application of escheatment laws to our initiation deposits is complex, involving an analysis of constitutional and statutory provisions and contractual and factual issues. While we do not believe that initiation deposits must be escheated, we may be forced to remit such amounts if we are challenged and fail to prevail in our position.

In addition, most of the states in which we conduct business have hired third-party auditors to conduct unclaimed and abandoned property audits of our operations. Certain categories of property, such as uncashed payroll checks or uncashed vendor payments, are escheatable in the ordinary course of business and we have entered into closing agreements with the majority of the states regarding the escheatment of cash amounts for such categories and have remitted these amounts to the respective states; however, the audits have not been terminated. We have communicated with several states represented by such auditors, who have sought additional information related to initiation deposits eligible to be refunded to members located in their respective states. If a state were to initiate legal proceedings under its applicable laws in order to have us remit initiation deposits eligible to be refunded to certain members that have not been previously refunded to such members during the state's dormancy period, we expect to vigorously defend our position on the matter. However, if we are ultimately unsuccessful in arguing our right to continue holding such amounts, we may be forced to pay such amounts to the claiming state(s). While we believe we have strong arguments against any potential claims for the escheatment of unclaimed initiation deposits made under state escheatment laws, if a material portion of the initiation deposits otherwise eligible to be refunded were awarded to any state(s), our financial condition could be materially and adversely affected and we may be required to reduce or delay capital expenditures, reduce or eliminate planned dividend payments, sell assets or operations or seek additional capital in order to raise the corresponding cash required to satisfy such awards. We cannot assure you that we would be able to take any of these actions, that these actions would be successful and permit us to meet such obligations or that these actions would be permitted under the terms of our existing or future debt agreements.

Our ability to attract and retain members depends heavily on successfully locating our clubs in suitable locations, and any impairment of a club location, including any decrease in member or customer traffic, could impact our results of operations.

Our approach to identifying clubs in suitable locations typically favors locations where our facilities are or can become a part of the community. As a result, our clubs are typically located near urban and residential centers that we believe are consistent with our members’ lifestyle choices. Memberships and sales at these locations are derived, in part, from proximity to key local landmarks, business centers, facilities and residential areas. We may be forced to close clubs or club locations may become unsuitable due to, and such clubs’ results of operations may be harmed by, among other things:

• economic downturns in a particular area;

• competition from nearby recreational or entertainment venues;

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• changing demographics in a particular market or area;

• changing lifestyle choices of consumers in a particular market; and

• the closing or declining popularity of other businesses and entertainment venues located near our clubs.

For example, in December 2010, we terminated our lease agreement and discontinued operations of the Renaissance Club, a business club in Detroit, Michigan, a city particularly hard hit by the recession. Changes in areas around our club locations could render such locations unsuitable and cause memberships at such clubs to decline, which would harm our results of operations.

We have significant operations concentrated in certain geographic areas, and any disruption in the operations of our clubs in any of these areas could harm our results of operations.

As of December 31, 2013, we operated multiple clubs in several metropolitan areas, including fifteen in and around Dallas, Texas, twelve near Houston, Texas, eight in the greater Los Angeles, California region, four near Sacramento, California, four in and around Phoenix, Arizona, eight in the greater Atlanta, Georgia region, five in the Raleigh/Durham area and five in the Austin, Texas area. As a result, any prolonged disruption in the operations of our clubs in any of these markets, whether due to technical difficulties, power failures or destruction or damage to the clubs as a result of a natural disaster, fire or any other reason, could harm our results of operations or may result in club closures. In addition, some of the metropolitan areas where we operate clubs have been disproportionately affected by the recession and the decline in home prices and increase in foreclosure rates, and could continue to be disproportionately affected by a renewed economic downturn. Concentration in these markets increases our exposure to adverse developments related to competition, as well as economic and demographic changes in these areas.

Seasonality may adversely affect our business and results of operations.

Our quarterly results fluctuate as a result of a number of factors. Usage of our golf and country club facilities declines significantly during the first and fourth quarters, when colder temperatures and shorter days reduce the demand for outdoor activities. Our business clubs typically generate a greater share of their annual revenues in the fourth quarter, which includes the holiday and year-end party season. In addition, the first, second and third fiscal quarters each consist of 12 weeks, whereas the fourth quarter consists of 16 or 17 weeks. As a result of these factors, we usually generate a disproportionate share of our revenues and cash flows in the second, third and fourth quarters of each year and have lower revenues and cash flows in the first quarter. This seasonality means our business and results of operations are disproportionately vulnerable to the occurrence of other risks during the periods of increased member usage due to the larger percentage of revenues we generate during such times.

Competition in the industry in which we compete could have a material adverse effect on our business and results of operations.

We operate in a highly competitive industry, and compete primarily on the basis of reputation, featured facilities, location, quality and breadth of member product offerings and price. As a result, competition for market share in the industry in which we compete is significant. In order to succeed, we must take market share from local and regional competitors and sustain our membership base in the face of increasing recreational alternatives available to our existing and prospective members.

Our business clubs compete on a local and regional level with restaurants and other business and social clubs. The number and variety of competitors in this business varies based on the location and setting of each facility, with some situated in intensely competitive upscale urban areas characterized by frequent innovations in the products and services offered by competing restaurants and other business, dining and social clubs. In addition, in most regions, these businesses are in constant flux as new restaurants and other social and meeting venues open or expand their amenities. As a result of these characteristics, the supply in a given region often exceeds the demand for such facilities, and any increase in the number or quality of restaurants and other social and meeting venues, or the products and services they provide, in a given region could significantly impact the ability of our clubs to attract and retain members, which could harm our business and results of operations.

Our golf and country club facilities compete on a local and regional level with other country clubs and golf facilities. The level of competition in the golf and country club facility business varies from region to region and is subject to change as existing facilities are renovated or new facilities are developed. An increase in the number or quality of similar clubs and other facilities in a particular region could significantly increase competition, which could have a negative impact on our business and results of operations.

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Our results of operations also could be affected by a number of additional competitive factors, including the availability of, and demand for, alternative venues for recreational pursuits, such as multi-use sports and athletic centers. In addition, member-owned and individual privately-owned clubs may be able to create a perception of exclusivity that we have difficulty replicating given the diversity of our portfolio and the scope of our holdings. To the extent these alternatives succeed in diverting actual or prospective members away from our facilities or affect our membership rates, our business and results of operations could be harmed.

Our future success is substantially dependent on the continued service of our senior management and key employees.

The loss of the services of our senior management could make it more difficult to successfully operate our business and achieve our business goals. We also may be unable to retain existing management and key employees, including club managers, membership sales and support personnel, which could result in harm to our member and employee relationships, loss of expertise or know-how and unanticipated recruitment and training costs. In addition, we have not obtained key man life insurance policies for any of our senior management team. As a result, it may be difficult to cover the financial loss if we were to lose the services of any members of our senior management team. The loss of members of our senior management team or key employees could have an adverse effect on our business and results of operations.

Our large workforce subjects us to risks associated with increases in the cost of labor as a result of increased competition for employees, higher employee turnover rates and required wage increases and health benefit coverage, lawsuits or labor union activity.

Labor is our primary property‑level operating expense. As of December 31, 2013, we employed approximately 12,800 hourly-wage and salaried employees at our clubs and corporate offices. For the fiscal year ended December 31, 2013, labor-related expense accounted for 50.1% of our total operating expense. We may face labor shortages or increased labor costs because of increased competition for employees, higher employee turnover rates, or increases in the federal or state minimum wage or other employee benefit costs. For example, we are continuing to assess the impact of federal health care reform law and regulations on our health care benefit costs, which will likely increase the amount of healthcare expenses paid by us. If labor-related expenses increase, our operating expense could increase and our business, financial condition and results of operations could be harmed.

We are subject to the Fair Labor Standards Act and various federal and state laws governing such matters as minimum wage requirements, overtime compensation and other working conditions, citizenship requirements, discrimination and family and medical leave. In recent years, a number of companies have been subject to lawsuits, including class action lawsuits, alleging violations of federal and state law regarding workplace and employment matters, overtime wage policies, discrimination and similar matters. A number of these lawsuits have resulted in the payment of substantial damages by the defendants. Similar lawsuits may be threatened or instituted against us from time to time, and we may incur substantial damages and expenses resulting from lawsuits of this type, which could have a material adverse effect on our business, financial condition or results of operations.

From time to time, we have also experienced attempts to unionize certain of our non-union employees. While these efforts have achieved only limited success to date, we cannot provide any assurance that we will not experience additional and more successful union activity in the future. In addition, future legislation could amend the National Labor Relations Act to make it easier for unions to organize and obtain collectively bargained benefits, which could increase our operating expenses and negatively affect our financial condition and results of operations.

Increases in our cost of goods, rent, water, utilities and taxes could reduce our operating margins and harm our business, financial condition and results of operations.

Increases in operating costs due to inflation and other factors may not be directly offset by increased revenue. Our most significant operating costs, other than labor, are our cost of goods, water, utilities, rent and property taxes. Many, and in some cases all, of the factors affecting these costs are beyond our control.

Our cost of goods such as food and beverage costs account for a significant portion of our total property‑level operating expense. Cost of goods represented 14.6% of our total operating expense for the fiscal year ended December 31, 2013. While we have not experienced material increases in the cost of goods, if our cost of goods increased significantly and we are not able to pass along those increased costs to our members in the form of higher prices or otherwise, our operating margins would suffer, which would have an adverse effect on our business, financial condition and results of operations.

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In addition, rent accounts for a significant portion of our property‑level operating expense. Rent expense represented 4.4% of our total operating expense for the fiscal year ended December 31, 2013. Significant increases in our rent costs would increase our operating expense and our business, financial condition and results of operations may suffer.

Utility costs, including water, represented 5.3% of our total operating expense for the fiscal year ended December 31, 2013. The prices of utilities are volatile, and shortages sometimes occur. In particular, municipalities are increasingly placing restrictions on the use of water for golf course irrigation and increasing the cost of water. Significant increases in the cost of our utilities, or any shortages, could interrupt or curtail our operations and lower our operating margins, which could have a negative impact on our business, financial condition and results of operations.

Each of our properties is subject to real and personal property taxes. During the fiscal year ended December 31, 2013, we paid approximately $16.4 million in property taxes. The real and personal property taxes on our properties may increase or decrease as tax rates change and as our clubs are assessed or reassessed by taxing authorities. If real and personal property taxes increase, our financial condition and results of operations may suffer.

We have concentrated our investments in golf-related and business real estate and facilities, which are subject to numerous risks, including the risk that the values of our investments may decline if there is a prolonged downturn in real estate values.

Our operations consist almost entirely of golf-related and business club facilities that encompass a large amount of real estate holdings. Accordingly, we are subject to the risks associated with holding real estate investments. A prolonged decline in the popularity of golf-related or business club services, such as private dining, could adversely affect the value of our real estate holdings and could make it difficult to sell facilities or businesses.

Our real estate holdings (including our long-term leaseholds) are subject to risks typically associated with investments in real estate. The investment returns available from equity investments in real estate depend in large part on the amount of income earned, expenses incurred and capital appreciation generated by the related properties. In addition, a variety of other factors affect income from properties and real estate values, including governmental regulations, real estate, insurance, zoning, tax and eminent domain laws, interest rate levels and the availability of financing. For example, new or existing real estate zoning or tax laws can make it more expensive and time-consuming to expand, modify or renovate older properties. Under eminent domain laws, governments can take real property. Sometimes this taking is for less compensation than the owner believes the property is worth. Any of these factors could have an adverse impact on our business, financial condition or results of operations.

The illiquidity of real estate may make it difficult for us to dispose of one or more of our properties or negatively affect our ability to profitably sell such properties.

We may from time to time decide to dispose of one or more of our real estate assets. Because real estate holdings generally, and clubs like ours in particular, are relatively illiquid, we may not be able to dispose of one or more real estate assets on a timely basis. In some circumstances, sales may result in investment losses which could adversely affect our financial condition. The illiquidity of our real estate assets could mean that we continue to operate a facility that management has identified for disposition. Failure to dispose of a real estate asset in a timely fashion, or at all, could adversely affect our business, financial condition and results of operations.

Our level of indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to plan for and react to changes in the economy, our industry or our business and prevent us from meeting our indebtedness obligations.

As of December 31, 2013, we were significantly leveraged and our total debt balance was approximately $649.7 million. Our substantial degree of leverage could have important consequences for our investors, including the following:

• it may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, product development, debt service requirements, acquisitions or general corporate or other purposes;

• a substantial portion of our cash flows from operations is dedicated to the payment of principal and interest on our indebtedness and will not be available for other purposes, including our operations, strategic initiatives, capital expenditures, dividends, acquisitions and other business opportunities;

• the debt service requirements of our indebtedness could make it more difficult for us to satisfy our financial obligations;

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• certain of our borrowings, including borrowings under the secured credit facilities entered into on November 30, 2010, as amended (the “Secured Credit Facilities”), are at variable rates of interest, exposing us to the risk of increased interest rates;

• it may limit our flexibility in planning for, or our ability to adjust to, changes in our business or the industry in which we operate, and place us at a competitive disadvantage compared to our competitors that have less debt; and

• we may be vulnerable to a downturn in general economic conditions or in our business, or we may be unable to carry out capital spending that is important to our growth.

We may not be able to generate sufficient cash to service all of our indebtedness and be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

Our ability to make scheduled payments or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot guarantee that we will maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, reduce or eliminate planned dividend payments, sell assets or operations, seek additional capital or restructure or refinance our indebtedness. We cannot guarantee that we would be able to take any of these actions, that these actions would be successful and permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future debt agreements. In the absence of the requisite operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. The Secured Credit Facilities and the indenture that governs the 10% Senior Notes due December 1, 2018 (the “Senior Notes”) issued by our subsidiary ClubCorp Club Operations, Inc. restrict our ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.

If we cannot make scheduled payments on our debt, we will be in default and, as a result:

• our debt holders could declare all outstanding principal and interest to be due and payable;

• the lenders under the Secured Credit Facilities could terminate their commitments to lend us money and foreclose against the assets securing their borrowings; and

• we could be forced into bankruptcy or liquidation.

Despite current indebtedness levels, we may still be able to incur substantially more debt. This could further exacerbate the risks described above.

While the terms of the indenture governing the Senior Notes limit, but do not fully prohibit us from doing so, we may be able to incur substantial additional indebtedness in the future. As of December 31, 2013, $120.5 million was available for borrowing under the revolving credit facility under the Secured Credit Facilities. The credit agreement governing the Secured Credit Facilities also allows for additional capacity of $75.0 million in revolving credit and term loan capacity combined and additional capacity for incremental revolving credit and/or term loan commitments thereafter if certain covenants are met. If new debt is added to our current debt levels, the related risks that we now face could intensify.

Restrictive covenants may adversely affect our operations.

The Secured Credit Facilities and the indenture governing the Senior Notes contain various covenants that limit our ability to, among other things:

• incur or guarantee additional indebtedness;

• pay dividends or distributions on capital stock or redeem or repurchase capital stock;

• make investments;

• create restrictions on the payment of dividends or other amounts to us;

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• sell stock of our subsidiaries;

• transfer or sell assets;

• create liens;

• enter into transactions with affiliates; and

• enter into mergers or consolidations.

In addition, the restrictive covenants in the Secured Credit Facilities require us to maintain specified financial ratios and satisfy other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond our control, and we cannot guarantee that we will meet them. A breach of any of these covenants could result in a default under the Secured Credit Facilities. Upon the occurrence of an event of default under the Secured Credit Facilities, the lenders could elect to declare all amounts outstanding thereunder to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders under the Secured Credit Facilities could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under the Secured Credit Facilities. If the lenders under the Secured Credit Facilities accelerate the repayment of borrowings, the holders of the Senior Notes could declare a cross-default, and we cannot guarantee that we will have sufficient assets to repay the Secured Credit Facilities, the Senior Notes, and our other indebtedness, or borrow sufficient funds to refinance such indebtedness. Even if we are able to obtain new financing, it may not be on commercially reasonable terms, or terms that are acceptable to us.

Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Certain of our borrowings, primarily borrowings under the Secured Credit Facilities, are subject to variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on our variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease. As of December 31, 2013, the interest rate on the term loan facility under the Secured Credit Facilities was the higher of (i) 4.0% (“Floor”) and (ii) an elected LIBOR plus a margin of 3.0% (less the impact of an interest rate cap agreement that limits our exposure on the elected LIBOR to 2.0% on a notional amount of $155.0 million). This term loan facility is effectively subject to the Floor until LIBOR exceeds 1.0%. As of December 31, 2013, LIBOR was below1.0%, such that a hypothetical 0.5% increase in LIBOR applicable to this term loan facility would not result in an increase in interest expense.

Timing, budgeting and other risks could delay our efforts to develop, redevelop or renovate the properties that we own, or make these activities more expensive, which could reduce our profits or impair our ability to compete effectively.

We must regularly expend capital to construct, maintain and renovate the properties that we own in order to remain competitive, pursue our business strategies, maintain and build the value and brand standards of our properties and comply with applicable laws and regulations. In addition, we must periodically upgrade or replace the furniture, fixtures and equipment necessary to operate our business. These efforts are subject to a number of risks, including:

• construction delays or cost overruns (including labor and materials) that may increase project costs;

• obtaining zoning, occupancy and other required permits or authorizations;

• governmental restrictions on the size or kind of development;

• force majeure events, including earthquakes, tornadoes, hurricanes or floods;

• design defects that could increase costs; and

• environmental concerns which may create delays or increase costs.

These projects create an ongoing need for cash, which if not generated by operations or otherwise obtained is subject to the availability of credit in the capital markets. Our ability to spend the money necessary to maintain the quality of our properties is significantly impacted by the cost and availability of capital, over which we have little control.

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The timing of capital improvements can affect property performance, including membership sales, retention and usage, particularly if we need to close golf courses or a significant number of other facilities, such as ballrooms, meeting spaces or dining areas. Moreover, the investments that we make may fail to improve the performance of the properties in the manner that we expect.

If we are not able to begin operating properties as scheduled, or if investments harm or fail to improve our performance, our ability to compete effectively would be diminished and our business and results of operations could be adversely affected.

We may seek to expand through acquisitions of and investments in other businesses and properties, or through alliances; and we may also seek to divest some of our properties and other assets, any of which may be unsuccessful or divert our management’s attention.

We continually evaluate opportunities to expand our business through strategic and complementary acquisitions of attractive properties. In many cases, we will be competing for these opportunities with third parties that may have substantially greater financial resources than we do. Acquisitions or investments in businesses, properties or assets as well as alliances with third parties are subject to risks that could affect our business, including risks related to:

• spending cash, incurring debt, or issuing equity;

• assuming contingent liabilities;

• creating additional expenses; or

• use of management’s time and attention.

We cannot assure you that we will be able to identify opportunities or complete transactions on commercially reasonable terms or at all, or that we will actually realize any anticipated benefits from such acquisitions, investments or alliances. Similarly, we cannot assure you that we will be able to obtain financing for acquisitions or investments on attractive terms or at all, or that the ability to obtain financing will not be restricted by the terms of the Secured Credit Facilities, the indenture governing the Senior Notes or other indebtedness we may incur.

The success of any such acquisitions or investments will also depend, in part, on our ability to integrate the acquisition or investment with our existing operations. We may experience difficulty with integrating acquired businesses, properties or other assets, including difficulties relating to:

• geographic diversity;

• integrating information technology systems; and

• retaining members.

We depend on third parties in our joint ventures and collaborative arrangements, which may limit our ability to manage risk.

As of December 31, 2013, we owned eight properties in partnership with other entities, including joint ventures relating to six of our golf facilities, one of our business clubs and certain realty interests which we define as “Non-Core Development Entities”, and may in the future enter into further joint ventures or other collaborative arrangements related to additional properties. Our investments in these joint ventures may, under certain circumstances, involve risks not otherwise present in our business, including the risk that our partner may become bankrupt, the risk that we may not be able to sell or dispose of our interest as a result of buy/sell rights that may be imposed by the joint venture agreement, the risk that our partner may have economic or other interests or goals that are inconsistent with our interests and goals and the risk that our partner may be able to veto actions which may be in our best interests. Consequently, actions by a partner might subject clubs owned by the joint venture to additional risk. Additionally, we may be unable to take action without the approval of our partners, or our partners could take actions binding on the joint venture without our consent. Any of the foregoing could have a negative impact on the joint venture or its results of operations, and subsequently on our business or results of operations.

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Our insurance policies may not provide adequate levels of coverage against all claims and we may incur losses that are not covered by our insurance.

We maintain insurance of the type and in amounts that we believe is commercially reasonable and that is available to businesses in our industry. We carry commercial liability, fire, flood, earthquake, catastrophic wind and extended insurance coverage, as applicable, from solvent insurance carriers on all of our properties. We believe that the policy specifications and insured limits are adequate for foreseeable losses with terms and conditions that are reasonable and customary for similar properties and that all of our existing golf and business clubs are insured within industry standards. Nevertheless, market forces beyond our control could limit the scope of the insurance coverage that we can obtain in the future or restrict our ability to buy insurance coverage at reasonable rates. We cannot predict the level of the premiums that we may be required to pay for subsequent insurance coverage, the level of any deductible and/or self-insurance retention applicable thereto, the level of aggregate coverage available or the availability of coverage for specific risks.

In the event of a substantial loss, the insurance coverage that we carry may not be sufficient to pay the full value of our financial obligations or the replacement cost of any lost investment. As a result, we could lose some or all of the capital we have invested in a property, as well as the anticipated future revenues from the property. Additionally, we could remain obligated for performance guarantees in favor of third-party property owners or for their debt or other financial obligations and we may not have sufficient insurance to cover awards of damages resulting from our liabilities. If the insurance that we carry does not sufficiently cover damages or other losses, our business, financial condition and results of operations could be harmed.

In addition, there are types of losses we may incur that cannot be insured against or that we believe are not commercially reasonable to insure. For example, we maintain business interruption insurance, but there can be no assurance that the coverage for a severe or prolonged business interruption at one or more of our clubs would be adequate. Moreover, we believe that insurance covering liability for violations of wage and hour laws is generally not available. These losses, if they occur, could have a material adverse effect on our business, financial condition and results of operations.

Accidents or injuries in our clubs or in connection with our operations may subject us to liability, and accidents or injuries could negatively impact our reputation and attendance, which would harm our business, financial condition and results of operations.

There are inherent risks of accidents or injuries at our properties or in connection with our operations, including injuries from premises liabilities such as slips, trips and falls. If accidents or injuries occur at any of our properties, we may be held liable for costs related to the injuries. We maintain insurance of the type and in the amounts that we believe are commercially reasonable and that are available to businesses in our industry, but there can be no assurance that our liability insurance will be adequate or available at all times and in all circumstances. There can also be no assurance that the liability insurance we have carried in the past was adequate or available to cover any liability related to previous incidents. Our business, financial condition and results of operations could be harmed to the extent claims and associated expenses resulting from accidents or injuries exceed our insurance recoveries.

Adverse litigation judgments or settlements could impair our financial condition and results of operations or limit our ability to operate our business.

In the normal course of our business, we are often involved in various legal proceedings. The outcome of these proceedings cannot be predicted. If any of these proceedings were to be determined adversely to us or a settlement involving a payment of a material sum of money were to occur, there could be a material adverse effect on our financial condition and results of operations. Additionally, we could become the subject of future claims by third parties, including current or former members, guests who use our properties, our employees or regulators. Any significant adverse litigation judgments or settlements could limit our ability to operate our business and negatively impact our financial condition and results of operations.

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The failure to comply with regulations relating to public facilities or the failure to retain licenses relating to our properties may harm our business and results of operations.

Our business is subject to extensive federal, state and local government regulation in the various jurisdictions in which our clubs are located, including regulations relating to alcoholic beverage control, public health and safety, environmental hazards and food safety. Alcoholic beverage control regulations require each of our clubs to obtain licenses and permits to sell alcoholic beverages on the premises. The failure of a club to obtain or retain its licenses and permits would adversely affect that club’s operations and profitability. We may also be subject to dram shop statutes in certain states, which generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. Even though we are covered by general liability insurance, a settlement or judgment against us under a dram shop lawsuit in excess of liability coverage could have a material adverse effect on our operations.

We are also subject to the Americans with Disabilities Act of 1990, as amended by the ADA Amendments Act of 2008 (the “ADA”), which, among other things, may require certain renovations to our facilities to comply with access and use requirements. A determination that we are not in compliance with the ADA or any other similar law or regulation could result in the imposition of fines or an award of damages to private litigants. While we believe we are operating in substantial compliance, and will continue to remove architectural barriers in our facilities when readily achievable, in accordance with current applicable laws and regulations, there can be no assurance that our expenses for compliance with these laws and regulations will not increase significantly and harm our business, financial condition and results of operations.

Businesses operating in the private club industry are also subject to numerous other federal, state and local governmental regulations related to building and zoning requirements and the use and operation of clubs, including changes to building codes and fire and life safety codes, which can affect our ability to obtain and maintain licenses relating to our business and properties. If we were required to make substantial modifications at our clubs to comply with these regulations, our business, financial condition and results of operations could be negatively impacted.

Our operations and our ownership of property subject us to environmental regulation, which creates uncertainty regarding future environmental expenditures and liabilities.

Our properties and operations are subject to a number of environmental laws. As a result, we may be required to incur costs to comply with the requirements of these laws, such as those relating to water resources, discharges to air, water and land; the handling and disposal of solid and hazardous waste; and the cleanup of properties affected by regulated materials. Under these and other environmental requirements, we may be required to investigate and clean up hazardous or toxic substances or chemical releases from current or formerly owned or operated facilities. Environmental laws typically impose cleanup responsibility and liability without regard to whether the relevant entity knew of or caused the presence of the contaminants. We use certain substances and generate certain wastes that may be deemed hazardous or toxic under such laws, and we from time to time have incurred, and in the future may incur, costs related to cleaning up contamination resulting from historic uses of certain of our current or former properties or our treatment, storage or disposal of wastes at facilities owned by others. Our club facilities are also subject to risks associated with mold, asbestos and other indoor building contaminants. The costs of investigation, remediation or removal of regulated materials may be substantial, and the presence of those substances, or the failure to remediate a property properly, may impair our ability to use, transfer or obtain financing regarding our property. We may be required to incur costs to remediate potential environmental hazards, mitigate environmental risks in the future, or comply with other environmental requirements.

In addition, some projects to improve, upgrade or expand our golf clubs may be subject to environmental review under the National Environmental Policy Act and, for projects in California, the California Environmental Quality Act. Both acts require that a specified government agency study any proposal for potential environmental impacts and include in its analysis various alternatives. Our improvement proposals may not be approved or may be approved with modifications that substantially increase the cost or decrease the desirability of implementing the project.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may harm our business, investments and results of operations.

We are subject to laws and regulations enacted by national, state and local governments. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have an adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, by any of the persons referred to above could have a material adverse effect on our business, investments and results of operations.

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Failure to comply with privacy regulations or maintain the integrity of internal or customer data could result in faulty business decisions or harm to our reputation or subject us to costs, fines or lawsuits.

Certain information relating to our members and guests, including personally identifiable information and credit card numbers, is collected and maintained for a period of time for various business purposes, including maintaining records of member preferences to enhance our customer service and for billing, marketing and promotional purposes. We also maintain personally identifiable information about our employees. The integrity and protection of our customer, employee and company data is critical to our business. Our members expect that we will adequately protect their personal information, and the regulations applicable to security and privacy are increasingly demanding, both in the United States and in other jurisdictions where we operate. Privacy regulation is an evolving area in which different jurisdictions (within or outside the United States) may subject us to inconsistent compliance requirements. Compliance with applicable privacy regulations may increase our operating costs or adversely impact our ability to service our members and guests and market our properties and services to our members and guests. A theft, loss, misappropriation, fraudulent or unlawful use of customer, employee or company data, including cyber attacks, could harm our reputation, result in loss of members or business disruption or result in remedial and other costs, fines or lawsuits. In addition, non-compliance with applicable privacy regulations by us (or in some circumstances non-compliance by third parties engaged by us) could result in fines or restrictions on our use or transfer of data. Any of these matters could adversely affect our business, financial condition or results of operations.

The operation of our business relies on technology, and operational risks may disrupt our businesses, result in losses or limit our growth.

We invest in and license technology and systems for property management, procurement, membership records and specialty programs. We believe that we have designed, purchased and installed appropriate information systems to support our business. There can be no assurance, however, that our information systems and technology will continue to be able to accommodate our requirements and growth, or that the cost of maintaining such systems will not increase from its current level. Such a failure to accommodate our requirements and growth, or an increase in costs related to maintaining and developing such information systems, including associated labor costs, could have a material adverse effect on us. Further, there can be no assurance that as various systems and technologies become outdated or new technology is required that we will be able to replace or introduce them as quickly as our competitors or within budgeted costs and timeframes. In addition, we rely on third‑party service providers for certain aspects of our business. Additionally, while we have cyber security procedures in place, a security breach could disrupt our business and have a material adverse effect on us. Any interruption or deterioration in the performance of our information systems could impair the quality of our operations and could impact our reputation and hence adversely affect our business and limit our ability to grow.

We may be required to write-off a portion of our goodwill, indefinite lived intangible asset, and/or long-lived asset balances as a result of a prolonged and severe economic recession.

Under generally accepted accounting principles in the United States (“GAAP”), we are required to test goodwill, and indefinite lived intangible assets annually as well as on an interim basis or whenever events or changes in circumstances indicate that their carrying amount may not be fully recoverable. GAAP also requires that we test long-lived assets for impairment whenever events or changes in circumstances indicate that their carrying amount may not be fully recoverable. Our evaluation of the recoverability of goodwill includes analysis of the discounted future free cash flows that a reporting unit is expected to generate and an analysis, which is based upon a comparison of reporting units to similar companies utilizing a purchase multiple of earnings before interest, taxes, depreciation and amortization. We evaluate the recoverability of indefinite lived intangible assets using the relief from royalty method which estimates our theoretical royalty savings from ownership of the intangible asset. Our evaluation of the recoverability of long-lived assets includes comparison of the future undiscounted cash flows of an asset group over our expected holding period to the carrying value of the long-lived assets of an asset group. If the recoverability test is not met, we compare the carrying value of the property to its fair value, which may result in an impairment. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates”. If a severe prolonged economic downturn were to occur, it could cause less than expected growth or a reduction in terminal values of our assets and could result in a goodwill, indefinite lived intangible asset, or long-lived asset impairment charge negatively impacting our results of operations.

We are subject to tax examinations of our tax returns by the Internal Revenue Service (“IRS”) and other tax authorities. An adverse outcome of any such audit or examination by the IRS or other tax authority could have a material adverse effect on our results of operations, financial condition and liquidity.

We are subject to ongoing tax examinations of our tax returns by the IRS and other tax authorities in various jurisdictions and may be subject to similar examinations in the future. We regularly assess the likelihood of adverse outcomes resulting from ongoing tax examinations to determine the adequacy of our provision for income taxes. These assessments can

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require considerable estimates and judgments. Intercompany transactions associated with provision of services and cost sharing arrangements, as well as those associated with the ClubCorp Formation from November 30, 2010 (as defined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—ClubCorp Formation”), are complex and affect our tax liabilities. We are currently undergoing an IRS audit of certain components of the tax return for the year ended December 28, 2010, which includes the consummation of the ClubCorp Formation. In addition, certain of our foreign subsidiaries are under audit in Mexico for the 2008 and 2009 tax years and have received notification of assessments by the Mexican taxing authorities related to two of these foreign subsidiaries which we are protesting. It is likely that within the next 12 months our unrecognized tax benefits will be adjusted to reflect the resolution of some or all of the matters currently under audit by the U.S. and Mexican taxing authorities. However, as audit outcomes and the timing of audit resolutions are subject to significant uncertainty, we are unable to reasonably estimate the possible amount of change in the unrecognized tax benefits, if any, that may occur within the next 12 months. A difference in the ultimate resolution of tax uncertainties from what is currently estimated could have a material adverse effect on our operating results and financial condition.

The cancellation of certain indebtedness in connection with the ClubCorp Formation resulted in cancellation of indebtedness income to us. Should the estimates and judgments used in our calculation of such cancellation of indebtedness income prove to be inaccurate, our financial results could be materially affected.

Cancellation of debt income occurred for U.S. federal income tax purposes in connection with the consummation of the ClubCorp Formation due to the forgiveness of $342.3 million of debt owed under the then existing secured credit facilities. We took the position that substantially all of such income was not includible in our taxable income under Section 108 of the Internal Revenue Code of 1986, as amended (the “Code”). We are currently undergoing an IRS audit of certain components of the tax return for the year ended December 28, 2010, which includes the consummation of the ClubCorp Formation. The calculation of the amount of cancellation of indebtedness income recognized in connection with the ClubCorp Formation is complex and involves significant judgments and interpretations on our part, including the value of any assets at such time. Should the estimates and judgments used in our calculation of cancellation of indebtedness income prove unsustainable, it could have a material adverse effect on our operating results and financial condition.

Risks Relating to Our Capital Structure

We are controlled by affiliates of KSL, whose interests may be different than the interests of other investors.

As of December 31, 2013, affiliates of KSL beneficially owned approximately 64% of our common stock. As a result, affiliates of KSL have the ability to elect all of the members of our Board of Directors and thereby may be able to indirectly control our policies and operations, including the appointment of management, future issuances of our common stock or other securities, the payment of dividends, if any, on our common stock, the incurrence or modification of debt by us, amendments to our amended and restated articles of incorporation and amended and restated bylaws and the entering into of extraordinary transactions, and their interests may not in all cases be aligned with your interests. In addition, KSL’s affiliates may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you. For example, KSL’s affiliates could cause us to make acquisitions that increase our indebtedness or cause us to sell revenue-generating assets.

KSL is in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us, including investments in the leisure and hospitality industries.

Our amended and restated articles of incorporation provide that none of KSL’s affiliates or any director who is not employed by us will have any duty to refrain from engaging, directly or indirectly, in the same business activities or similar business activities or lines of business in which we operate. KSL’s affiliates also may pursue acquisition opportunities that may be complementary to our business, and, as a result, those acquisition opportunities may not be available to us. So long as affiliates of KSL continue to own a significant amount of our combined voting power, they will continue to be able to strongly influence or effectively control our decisions. So long as KSL’s affiliates collectively own at least 5% of all outstanding shares of our stock they will be able to nominate individuals to our Board of Directors pursuant to our amended and restated articles of incorporation. In addition, KSL’s affiliates will be able to determine the outcome of all matters requiring stockholder approval and will be able to cause or prevent a change of control of our company or a change in the composition of our Board of Directors and could preclude any unsolicited acquisition of our company. The concentration of ownership could deprive you of an opportunity to receive a premium for your shares of common stock as part of a sale of our company and ultimately might affect the market price of our common stock.

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Future sales, or the perception of future sales, by us or our existing stockholders in the public market could cause the market price for our common stock to decline.

The sale of additional shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Shares held by affiliates of KSL and certain of our directors, officers and employees are “restricted securities” as defined by Rule 144 of the Securities Act (“Rule 144”) and subject to certain restrictions on resale. Restricted securities may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from registration such as Rule 144.

As of December 31, 2013, shares covered by registration rights represent approximately 64% of our outstanding common stock. Registration of any of these outstanding shares of common stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement.

As restrictions on resale end or if these stockholders exercise their registration rights, the market price of our shares of common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.

In addition, the shares of our common stock reserved for future issuance under the ClubCorp Holdings, Inc. 2012 Stock Award Plan, which was amended and restated August 14, 2013 (the “Stock Plan”) will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and Rule 144, as applicable. A total of 4,000,000 shares of common stock has been reserved for issuance under the

Stock Plan.

In the future, we may also issue our securities in connection with investments or acquisitions. The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock. Any issuance of additional securities in connection with investments or acquisitions may result in dilution to you.

Our amended and restated articles of incorporation designate the Eighth Judicial District Court of Clark County, Nevada, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, and therefore limit our stockholders’ ability to choose a forum for disputes with us or our directors, officers, employees or agents.

Our amended and restated articles of incorporation provide that, to the fullest extent permitted by law, and unless we consent to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada shall be the sole and exclusive forum for any (i) derivative action or proceeding brought in the name or right of the corporation or on its behalf, (ii) action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to the corporation or any of our stockholders, (iii) any action arising or asserting a claim arising pursuant to any provision of Chapters 78 or 92A of the NRS or any provision of the corporation’s articles of incorporation or bylaws, (iv) any action to interpret, apply, enforce or determine the validity of the corporation’s articles of incorporation or bylaws or (v) any action asserting a claim governed by the internal affairs doctrine. Our amended and restated articles of incorporation further provide that any person purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed, to the fullest extent permitted by law, to have notice of and consented to the foregoing provision.

We believe the choice-of-forum provision in our amended and restated articles of incorporation will help provide for the orderly, efficient and cost-effective resolution of Nevada-law issues affecting us by designating courts located in the State of Nevada (ClubCorp’s state of incorporation) as the exclusive forum for cases involving such issues. However, this provision may limit a stockholder’s ability to bring a claim in a judicial forum that it believes to be favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents. While there is no Nevada case law addressing the enforceability of this type of provision, Nevada courts have on prior occasion found persuasive authority in Delaware case law in the absence of Nevada statutory or case law specifically addressing an issue of corporate law. The Court of Chancery of the State of Delaware ruled in June 2013 that choice-of-forum provisions of a type similar to those included in our amended and restated articles of incorporation are not facially invalid under corporate law and constitute valid and enforceable contractual forum selection clauses. However, if a court were to find the choice-of-forum provision in our amended and restated articles of incorporation inapplicable to, or unenforceable in respect of,

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one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

Our stock price may change significantly, and you may not be able to resell shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.

The trading price of our common stock is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. The market price of our stock is subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:

• results of operations that vary from the expectations of securities analysts and investors;

• results of operations that vary from those of our competitors;

• changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

• declines in the market prices of stocks generally;

• strategic actions by us or our competitors;

• announcements by us or our competitors of significant contracts, new products, acquisitions, joint marketing relationships, joint ventures, other strategic relationships or capital commitments;

• changes in general economic or market conditions or trends in our industry or markets;

• changes in business or regulatory conditions;

• future sales of our common stock or other securities;

• investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives;

• the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

• announcements relating to litigation or regulatory investigations or actions;

• guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

• the development and sustainability of an active trading market for our stock;

• changes in accounting principles; and

• other events or factors, including those resulting from natural disasters, war, acts of terrorism or responses to these events.

These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the trading volume of our common stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

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We cannot assure you that we will continue to declare and pay dividends on our common stock, and our indebtedness could limit our ability to pay dividends on our common stock.

On December 10, 2013, our Board of Directors adopted a policy to pay a regular quarterly cash dividend on our Common Stock, at an annual rate of $0.48 per share, subject to quarterly declaration, commencing in the first calendar quarter of 2014. The payment of such quarterly dividends and any future dividends will be at the discretion of our Board of Directors and is subject to our compliance with applicable law, and depending on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that our Board of Directors may deem relevant. There can be no assurance that we will pay a dividend in the future or continue to pay any dividend if we do commence paying dividends. If we do not pay dividends, the price of our common stock must appreciate for investors to realize a gain on their investment in ClubCorp. This appreciation may not occur and our stock may in fact depreciate in value.

If securities analysts do not continue to publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

The trading market for our common stock relies in part on the research and reports that industry or financial analysts publish about us or our business or industry. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business or industry, the price of our stock could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

Anti-takeover provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of our amended and restated articles of incorporation and amended and restated bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider to be in its best interest, including attempts that might result in a premium over the market price for the shares held by our stockholders. These provisions provide, among other things:

• a classified Board of Directors with staggered three-year terms;

• the ability of our Board of Directors to issue one or more series of preferred stock with voting or other rights or preferences that could have the effect of impeding the success of an attempt to acquire us or otherwise effect a change of control;

• advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at stockholder meetings;

• the right of KSL’s affiliates, determined in proportion to their collective ownership of our common stock, to nominate at least a certain percentage of the members of our Board of Directors;

• certain limitations on convening special stockholder meetings and stockholder action by written consent;

• that, except in limited circumstances specified in our amended and restated articles of incorporation, if KSL’s affiliates own less than 40% of the voting power of our capital stock entitled to vote in the election of directors, then certain provisions of our amended and restated articles of incorporation may be amended only by the affirmative vote of the holders (which must include at least one of certain specified affiliates of KSL, so long as affiliates of KSL beneficially own, in the aggregate, at least 5% of the voting power of our capital stock entitled to vote generally in the election of directors) of at least two-thirds of the voting power of our outstanding capital stock entitled to vote on such amendment; and

• that if KSL’s affiliates own less than 40% of the voting power of our capital stock entitled to vote in the election of directors, then our stockholders may adopt amendments to our amended and restated bylaws only by the affirmative vote of the holders (which must include at least one of certain specified KSL’s affiliates, so long as KSL’s affiliates beneficially own, in the aggregate, at least 5% of the voting power of our capital stock entitled to vote generally in the election of directors) of at least two-thirds of the voting power of our outstanding capital stock entitled to vote on such amendment.

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These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.

We are a “controlled company” within the meaning of the New York Stock Exchange (the “NYSE”) rules and the rules of the SEC. As a result, we qualify for, and rely on, exemptions from certain corporate governance requirements that provide protection to stockholders of other companies.

As of December 31, 2013, affiliates of KSL continue to control a majority of the voting power of our outstanding common stock. As a result, we are a “controlled company” within the meaning of the corporate governance standards of the NYSE. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

• the requirement that a majority of our Board of Directors consist of “independent directors” as defined under the rules of the NYSE;

• the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the requirement for an annual performance evaluation of the compensation and nominating and corporate governance committees.

We utilize certain of these exemptions. As a result, we will not have a majority of independent directors, our nominating and corporate governance committee, and compensation committee will not consist entirely of independent directors and such committees may not be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups (“JOBS”) Act and we cannot be certain if the reduced disclosure requirements and exemptions applicable to emerging growth companies will make our common stock less attractive to investors.

We are an emerging growth company as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may choose to take advantage of certain exemptions from various reporting requirements applicable to other public companies, including, among other things:

• exemption from the auditor attestation requirements under Section 404 of the Sarbanes-Oxley Act of 2002;

• reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements;

• exemption from the requirements of holding non-binding stockholder votes on executive compensation arrangements; and

• exemption from any rules requiring mandatory audit firm rotation and auditor discussion and analysis and, unless the SEC otherwise determines, any future audit rules that may be adopted by the Public Company Accounting Oversight Board.

We will be an emerging growth company until December 25, 2018, or until the earliest of (i) the last day of the fiscal year in which we have annual gross revenue of $1 billion or more, (ii) the date on which we have, during the previous three‑year period, issued more than $1 billion in non-convertible debt or (iii) the date on which we are deemed to be a large accelerated filer under the federal securities laws. We will qualify as a large accelerated filer as of the first day of the first fiscal year after we have (i) more than $700 million in outstanding common equity held by our non-affiliates and (ii) been public for at least 12 months. The value of our outstanding common equity will be measured each year on the last day of our second fiscal quarter. If some investors find our common stock less attractive as a result of our reliance on these exemptions, there may be a less active trading market for our common stock and our stock price may be more volatile.

As described above, if we continue to qualify as an emerging growth company, we need not comply with the auditor attestation provisions of Section 404 for several years. Our testing, or the subsequent testing by our independent registered

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public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expense and that management expend time on compliance-related issues. Moreover, if we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause our stock price to decline.

When the available exemptions under the JOBS Act, as described above, cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with the various reporting requirements applicable to other public companies. We cannot predict or estimate the amount of or timing of additional costs we may incur as a result of these reporting requirements.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 2.    PROPERTIES

As of March 14, 2014, our portfolio consists of 156 clubs located in 25 states, the District of Columbia and two foreign countries. Our golf and country clubs include 86 private country clubs, 14 semi-private clubs and 7 public golf courses. Our business, sports and alumni clubs include 30 business clubs, 12 business and sports clubs, 6 alumni clubs, and 1 sports club. We own the underlying real estate for 83 of our golf and country clubs (consisting of over 18 thousand acres of fee simple real estate) and lease, manage or operate through joint ventures the remaining 24 golf and country clubs. Likewise, we own one business club and lease, manage or operate through a joint venture the remaining 48 business, sports and alumni clubs.

We believe our leased corporate office space in Dallas, Texas, and the clubs in our portfolio are well maintained and occupy sufficient space to meet our operating needs. During the normal course of business, we evaluate lease terms and club locations and may elect to relocate or combine locations as we see fit.

The following tables illustrate our clubs by segment, location, type of club, and size either in terms of golf holes for golf and country clubs or approximate square footage for business, sports and alumni clubs, as of March 14, 2014. Subject to certain exceptions, the obligations under the Secured Credit Facilities are secured by mortgages on material fee-owned clubs.

Golf and Country Clubs Segment by Region	Type of Club (1)	Market	State	Golf Holes
California Region
Aliso Viejo Golf Club	Private Country Club	Los Angeles	CA	18
Braemar Country Club	Private Country Club	Los Angeles	CA	27
Canyon Crest Country Club	Private Country Club	Los Angeles	CA	18
Coto de Caza Golf & Racquet Club	Private Country Club	Los Angeles	CA	36
Crow Canyon Country Club	Private Country Club	San Francisco	CA	18
Desert Falls Country Club	Private Country Club	Palm Springs	CA	18
Morgan Run Club & Resort	Private Country Club	Sante Fe	CA	27
Porter Valley Country Club	Private Country Club	Los Angeles	CA	18
Shadowridge Country Club	Private Country Club	San Diego	CA	18
Spring Valley Lake Country Club	Private Country Club	Los Angeles	CA	18
Airways Golf Club	Public Golf	Fresno	CA	18
Empire Ranch Golf Club	Public Golf	Sacramento	CA	18
Indian Wells Country Club	Private Country Club	Palm Springs	CA	36
Mission Hills Country Club	Private Country Club	Palm Springs	CA	54
Teal Bend Golf Club	Public Golf	Sacramento	CA	18
Turkey Creek Golf Club	Public Golf	Sacramento	CA	18
Granite Bay Golf Club	Private Country Club	Sacramento	CA	18
Texas Region
April Sound Country Club	Private Country Club	Houston	TX	27

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Golf and Country Clubs Segment by Region	Type of Club (1)	Market	State	Golf Holes
Bay Oaks Country Club	Private Country Club	Houston	TX	18
Brookhaven Country Club	Private Country Club	Dallas	TX	54
Canyon Creek Country Club	Private Country Club	Dallas	TX	18
The Club at Cimarron	Private Country Club	Mission	TX	18
Fair Oaks Ranch Golf & Country Club	Private Country Club	San Antonio	TX	36
The Club at Falcon Point	Private Country Club	Houston	TX	18
Gleneagles Country Club	Private Country Club	Dallas	TX	36
Hackberry Creek Country Club	Private Country Club	Dallas	TX	18
Hearthstone Country Club	Private Country Club	Houston	TX	27
Hollytree Country Club	Private Country Club	Tyler	TX	18
The Clubs of Kingwood at Deerwood	Private Country Club	Houston	TX	18
The Clubs of Kingwood at Kingwood	Private Country Club	Houston	TX	72
Las Colinas Country Club	Private Country Club	Dallas	TX	18
Lost Creek Country Club	Private Country Club	Austin	TX	18
Oakmont Country Club	Private Country Club	Dallas	TX	18
Prestonwood Country Club - The Hills	Private Country Club	Dallas	TX	18
Prestonwood Country Club - The Creek	Private Country Club	Plano	TX	18
Shady Valley Golf Club	Private Country Club	Dallas	TX	18
Stonebriar Country Club	Private Country Club	Dallas	TX	36
Stonebridge Country Club	Private Country Club	Dallas	TX	18
The Ranch Country Club at Stonebridge	Private Country Club	Dallas	TX	27
Lakeway Country Club	Private Country Club	Austin	TX	36
Flintrock Golf Club at Lakeway	Private Country Club	Austin	TX	18
The Hills Country Club at Lakeway	Private Country Club	Austin	TX	18
Timarron Country Club	Private Country Club	Dallas	TX	18
Trophy Club Country Club	Private Country Club	Dallas	TX	36
Walnut Creek Country Club	Private Country Club	Dallas	TX	36
Wildflower Country Club	Private Country Club	Temple	TX	18
Willow Creek Golf Club	Private Country Club	Houston	TX	18
West Region
Anthem Golf & Country Club	Private Country Club	Phoenix	AZ	18
Ironwood Club at Anthem	Private Country Club	Phoenix	AZ	18
Gainey Ranch Golf Club	Private Country Club	Phoenix	AZ	27
Seville Golf & Country Club	Private Country Club	Phoenix	AZ	18
Aspen Glen Club	Private Country Club	Rocky Mountain	CO	18
Canyon Gate Country Club	Private Country Club	Las Vegas	NV	18
Bear’s Best Las Vegas	Public Golf	Las Vegas	NV	18
Canterwood Golf & Country Club	Private Country Club	Seattle	WA	18
Midwest Region
Knollwood Country Club	Private Country Club	South Bend	IN	36
Nicklaus Golf Club at LionsGate	Private Country Club	Kansas City	KS	18
Oak Pointe Country Club	Private Country Club	Detroit	MI	36
Firestone Country Club	Private Country Club	Akron	OH	63
Quail Hollow Country Club	Private Country Club	Cleveland	OH	36
Silver Lake Country Club	Private Country Club	Akron	OH	18
Mid-Atlantic Region
Devils Ridge Golf Club	Private Country Club	Raleigh/Durham	NC	18
Lochmere Golf Club	Semi-Private Golf Club	Raleigh/Durham	NC	18

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Golf and Country Clubs Segment by Region	Type of Club (1)	Market	State	Golf Holes
Nags Head Golf Club	Semi-Private Golf Club	Outer Banks	NC	18
Neuse Golf Club	Semi-Private Golf Club	Raleigh/Durham	NC	18
The Currituck Golf Club	Semi-Private Golf Club	Outer Banks	NC	18
Bluegrass Yacht & Country Club	Private Country Club	Nashville	TN	18
Chantilly National Golf and Country Club	Private Country Club	Centreville	VA	18
Greenbrier Country Club	Private Country Club	Norfolk	VA	18
Piedmont Club	Private Country Club	Washington, D.C.	VA	18
River Creek Club	Private Country Club	Washington, D.C.	VA	18
Stonehenge Golf & Country Club	Private Country Club	Richmond	VA	18
Northeast Region
Ipswich Country Club	Private Country Club	Boston	MA	18
Hartefeld National Golf Club	Private Country Club	Avondale	PA	18
Diamond Run Golf Club	Private Country Club	Pittsburgh	PA	18
Treesdale Golf & Country Club	Private Country Club	Pittsburgh	PA	27
Cherry Valley Country Club	Private Country Club	Skillman	NJ	18
Hamlet Golf & Country Club	Private Country Club	Long Island	NY	18
Willow Creek Golf & Country Club	Public Golf	Long Island	NY	18
Wind Watch Golf & Country Club	Semi‑Private Golf Club	Long Island	NY	18
Southeast Region
Diamante Golf Club	Private Country Club	Hot Springs Village	AR	18
Countryside Country Club	Private Country Club	Clearwater	FL	27
Debary Golf & Country Club	Semi-Private Golf Club	Orlando	FL	18
Deercreek Country Club	Private Country Club	Jacksonville	FL	18
East Lake Woodlands Country Club	Private Country Club	Oldsmar	FL	36
Haile Plantation Golf & Country Club	Private Country Club	Gainesville	FL	18
Hunter’s Green Country Club	Private Country Club	Tampa	FL	18
Monarch Country Club	Private Country Club	Palm Beaches	FL	18
Queens Harbour Yacht & Country Club	Semi-Private Golf Club	Jacksonville	FL	18
Tampa Palms Golf & Country Club	Private Country Club	Tampa	FL	18
Stone Creek Golf Club	Semi-Private Golf Club	Ocala	FL	18
LPGA International	Semi-Private Golf Club	Daytona Beach	FL	36
Country Club of Gwinnett	Semi-Private Golf Club	Atlanta	GA	18
Country Club of the South	Private Country Club	Atlanta	GA	18
Eagles Landing Country Club	Private Country Club	Atlanta	GA	27
Northwood Country Club	Private Country Club	Atlanta	GA	18
Bear’s Best Atlanta	Public Golf	Atlanta	GA	18
Laurel Springs Golf Club	Private Country Club	Atlanta	GA	18
Southern Trace Country Club	Private Country Club	Shreveport	LA	18
Oak Tree Country Club	Private Country Club	Edmond	OK	36
Country Club of Hilton Head	Private Country Club	Hilton Head	SC	18
Golden Bear Golf Club at Indigo Run	Semi-Private Golf Club	Hilton Head	SC	18
The Golf Club at Indigo Run	Private Country Club	Hilton Head	SC	18
Woodside Plantation Country Club	Private Country Club	Aiken	SC	45
International Region
Cozumel Country Club	Semi-Private Golf Club	Cozumel	Mexico	18
Vista Vallarta Club de Golf	Semi-Private Golf Club	Puerto Vallarta	Mexico	36
Marina Vallarta Club de Golf	Semi-Private Golf Club	Puerto Vallarta	Mexico	18

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Golf and Country Clubs Segment by Region	Type of Club (1)	Market	State	Golf Holes
Total Golf & Country Clubs				2,475

_________________________

(1) Public golf courses are open to the general public. Semi-private golf clubs offer memberships in addition to limited public play.

Business, Sports and Alumni Clubs Segment by Region	Business Type	Market	State	Square Footage (1)
California Region
City Club on Bunker Hill	Business Club	Los Angeles	CA	27,000
Center Club	Business Club	Los Angeles	CA	22,000
Silicon Valley Capital Club	Business/Sports Club	San Jose	CA	14,000
University Club atop Symphony Towers	Business Club	San Diego	CA	18,000
Texas Region
Greenspoint Club	Business/Sports Club	Houston	TX	40,000
Houston City Club	Business/Sports Club	Houston	TX	130,000
The Downtown Club at Met	Business/Sports Club	Houston	TX	110,000
The Downtown Club at Houston Center	Business/Sports Club	Houston	TX	55,000
The Houston Club	Business Club	Houston	TX	16,000
La Cima Club	Business Club	Dallas	TX	15,000
Plaza Club	Business Club	San Antonio	TX	19,000
Texas Tech University Club	Alumni Club	Lubbock	TX	20,000
Tower Club	Business Club	Dallas	TX	29,000
The University of Texas Club	Alumni Club	Austin	TX	34,000
West Region
Columbia Tower Club	Business Club	Seattle	WA	29,000
Midwest Region
Metropolitan Club	Business/Sports Club	Chicago	IL	60,000
Mid-America Club	Business Club	Chicago	IL	34,000
Skyline Club	Business Club	Indianapolis	IN	16,000
Skyline Club	Business Club	Detroit	MI	20,000
Shoreby Club	Business/Sports Club	Cleveland	OH	21,000
Dayton Racquet Club	Business/Sports Club	Dayton	OH	28,000
The Club at Key Center	Business/Sports Club	Cleveland	OH	34,000
Mid-Atlantic Region
City Club of Washington	Business Club	Washington, D.C.	DC	17,000
Carolina Club	Alumni Club	Chapel Hill	NC	15,000
Capital City Club	Business Club	Raleigh/Durham	NC	18,000
Cardinal Club	Business Club	Raleigh/Durham	NC	22,000
Piedmont Club	Business Club	Winston‑Salem	NC	14,000
Club LeConte	Business Club	Knoxville	TN	18,000
Crescent Club	Business Club	Memphis	TN	14,000
Tower Club Tysons Corner	Business Club	Vienna	VA	23,000
Town Point Club	Business Club	Norfolk	VA	18,000
Northeast Region
University of Massachusetts Club	Alumni Club	Boston	MA	26,000
Boston College Club	Alumni Club	Boston	MA	17,000
The Athletic & Swim Club at Equitable Center	Sports Club	New York City	NY	25,000

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Business, Sports and Alumni Clubs Segment by Region	Business Type	Market	State	Square Footage (1)
Pyramid Club	Business Club	Philadelphia	PA	21,000
Rivers Club	Business/Sports Club	Pittsburgh	PA	69,000
Southeast Region
Capital City Club	Business Club	Montgomery	AL	24,000
The Summit Club	Business Club	Birmingham	AL	19,000
University Center Club at Florida State	Alumni Club	Tallahassee	FL	64,000
Centre Club	Business Club	Tampa	FL	14,000
Citrus Club	Business/Sports Club	Orlando	FL	27,000
Tower Club	Business Club	Ft. Lauderdale	FL	12,000
University Club	Business/Sports Club	Jacksonville	FL	28,000
Buckhead Club	Business Club	Atlanta	GA	25,000
The Commerce Club	Business Club	Atlanta	GA	26,000
Capital City Club	Business Club	Columbia	SC	21,000
Commerce Club	Business Club	Greenville	SC	16,000
Harbour Club	Business Club	Charleston	SC	18,000
International Region
Capital Club	Business Club	Beijing	China	60,000
Total Business, Sports and Alumni Clubs				1,462,000

_________________________

(1) Business, sport and alumni club size is represented in approximate square footage.

ITEM 3.    LEGAL PROCEEDINGS

From time to time, we are involved in litigation that we believe is of the type common to companies engaged in our line of business, including commercial disputes, disputes with members regarding their membership agreements, employment issues and claims relating to personal injury and property damage. We are not involved in any pending legal proceedings that we believe would likely have a material adverse effect on our financial condition, results of operations or cash flows.

ITEM 4.  MINE SAFETY DISCLOSURES

Not applicable.

PART II — FINANCIAL INFORMATION

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF COMMON EQUITY

Market Information

Our common stock is traded on the New York Stock Exchange under the symbol “MYCC”. As of March 14, 2014, 64,005,205 shares of common stock were outstanding, held by approximately 1,500 holders of record.

Our common stock began trading on September 20, 2013, during the fourth quarter of fiscal year 2013. During this period, the high and low sales prices of our common stock were $17.93 and $13.51, respectively.

Dividend Policy and Limitations

During the fiscal year ended on December 31, 2013, on December 26, 2012, we declared a cash dividend of $35.0 million to the owners of our common stock. This dividend was paid on December 27, 2012, prior to our IPO. We did not declare or pay any cash dividends on our common stock in the fiscal year ended December 25, 2012.

In December 2013, our Board of Directors adopted a policy to pay, subject to the satisfaction of certain conditions and the availability of funds, a regular quarterly cash dividend of $0.12 per share of common stock, or an indicated annual rate of

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$0.48 per share of common stock. In connection with such dividend policy, during the fiscal year ended on December 31, 2013 and on December 10, 2013, we declared a cash dividend of $7.7 million, or $0.12 per share of common stock, to the owners of our common stock. This dividend was paid on January 15, 2014, subsequent to our fiscal year end.

Our ability to pay dividends depends in part on our receipt of cash distributions from our operating subsidiaries, which may be restricted from distributing us cash as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. In particular, the ability of our subsidiaries to distribute cash to us is limited by covenants in the credit agreement governing the Secured Credit Facilities and the indenture governing the Senior Notes. The payment of such quarterly dividends and any future dividends will be at the discretion of our Board of Directors.

Issuer Purchases of Equity Securities

During the quarter and year ended December 31, 2013, we did not purchase any of our equity securities that are registered under Section 12(b) of the Exchange Act.

Securities Authorized for Issuance Under Equity Compensation Plans

Set forth below is certain information about the Company’s common stock authorized for issuance under the Company's equity compensation plan.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)		(b)			(c)
Equity compensation plans approved by security holders	633,963	(1)	$	—	(2)	3,366,037	(3)
Equity compensation plans not approved by security holders	—		$	—		—
Total	633,963		—			3,366,037

(1) Represents shares reserved for issuance for outstanding RSUs under the Stock Plan.

(2) All shares issuable under RSUs have no exercise price.

(3) Represents shares reserved for issuance under the Stock Plan other than shares reserved for issuance related to existing RSUs.

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Stock Performance Graph

The total return graph below is presented for the period from September 20, 2013, the day our common stock began trading on the New York Stock Exchange, through December 31, 2013. The comparison assumes that $100 was invested at the market close on September 20, 2013 in: 1) our common stock (“MYCC”), 2) The Russell 2000, 3) The Standard & Poor’s 500 Stock Index and 4) the S&P Leisure Time Select Industry Index. We included the S&P Leisure Time Select Industry Index as we believe we compete in the leisure industry. The total return graph assumes that all dividends were reinvested on the day of payment.

Total Return Stock Performance Graph

This performance graph is not deemed filed with the SEC and is not to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless such filings specifically incorporate the performance graph by reference therein.

Use of Proceeds from Initial Public Offering of Common Stock

On September 25, 2013, we completed our IPO in which we sold 13,200,000 shares of common stock and affiliates of KSL sold 4,800,000 shares. On October 23, 2013, affiliates of KSL sold approximately 2,700,000 additional shares through the underwriters' exercise of an option to purchase these shares as previously disclosed in the prospectus. The shares sold in the offering were registered under the Securities Act pursuant to a Registration Statement on Form S-1, which was declared effective by the SEC on September 19, 2013. Our common stock is listed on the New York Stock Exchange under the symbol “MYCC”. Shares of common stock were sold at an initial offering price of $14.00 per share. The offering generated net proceeds to us of approximately $168.9 million after deducting underwriting discounts and commissions and estimated offering expenses. We did not receive any proceeds from the sale of shares of common stock offered by affiliates of KSL.

On October 28, 2013, subsequent to the satisfaction of a notice period, we used the net proceeds received by us from this offering to redeem $145.25 million in aggregate principal amount of the Senior Notes, plus approximately $5.9 million in accrued and unpaid interest thereon, and to pay approximately $14.5 million of redemption premium. This redemption was pursuant to a provision in the indenture governing the Senior Notes that permitted us to redeem up to 35% of the aggregate principal amount of the Senior Notes with the net cash proceeds of certain equity offerings at a redemption price equal to 110% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date. We also used a portion of the net proceeds received by us from this offering and cash on hand to make a one-time payment of $5.0 million to an affiliate of KSL in connection with the termination of the management agreement with such affiliate of KSL, pursuant to which we were provided financial and management consulting services in exchange for an annual fee of $1 million.

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ITEM 6.    SELECTED FINANCIAL DATA

The following table sets forth our selected financial data for the periods presented. Our fiscal year consists of a 52/53 week period ending on the last Tuesday of December. For 2013, our fiscal year was comprised of the 53 weeks ended December 31, 2013. For 2012, 2011 and 2010, our fiscal years were comprised of the 52 weeks ended December 25, 2012, December 27, 2011 and December 28, 2010, respectively.

The statements of operations data set forth below for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011 and the balance sheet data as of December 31, 2013 and December 25, 2012, are derived from our audited consolidated financial statements that are included elsewhere herein. The statements of operations data set forth below for the fiscal year endedDecember 28, 2010 and the balance sheet data as of December 27, 2011 and December 28, 2010, are derived from our consolidated financial statements that are not included elsewhere herein.

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This selected financial data should be read in conjunction with “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” and our audited financial statements and the related notes included elsewhere herein.

	Fiscal Years Ended
	December 31, 2013			December 25, 2012			December 27, 2011			December 28, 2010 (1)
Statements of Operations Data:
Revenues:
Club operations	$	579,751		$	535,274		$	513,282		$	495,424
Food and beverage	231,673			216,269			203,508			189,391
Other revenues	3,656			3,401			3,172			2,882
Total revenues	815,080			754,944			719,962			687,697
Club operating costs exclusive of depreciation (includes $4,592, $0 and $0 related to equity-based compensation expense in 2013, 2012 and 2011, respectively)	527,787			483,653			468,577			451,286
Cost of food and beverage sales exclusive of depreciation	74,607			68,735			64,256			59,671
Depreciation and amortization	72,073			78,286			93,035			91,700
Provision for doubtful accounts	3,483			2,765			3,350			3,194
Loss (gain) on disposals of assets	8,122			10,904			9,599			(5,380		)
Impairment of assets	6,380			4,783			1,173			8,936
Equity in earnings from unconsolidated ventures	(2,638		)	(1,947		)	(1,487		)	(1,309		)
Selling, general and administrative (includes $9,625, $0 and $0 related to equity-based compensation expense in 2013, 2012 and 2011, respectively)	64,073			45,343			52,382			38,946
Operating income	61,193			62,422			29,077			40,653
Interest and investment income	345			1,212			138			714
Interest expense	(83,669		)	(89,369		)	(84,746		)	(61,236		)
(Loss) gain on extinguishment of debt	(16,856		)	—			—			334,423
Other income	—			2,132			3,746			3,929
(Loss) income from continuing operations before income taxes	(38,987		)	(23,603		)	(51,785		)	318,483
Income tax (expense) benefit	(1,681		)	7,528			16,421			(57,107		)
(Loss) income from continuing operations	$	(40,668	)	$	(16,075	)	$	(35,364	)	$	261,376
Loss from discontinued Non-Core Entities, net of tax	—			—			—			(8,270		)
Loss from discontinued clubs, net of tax	(12		)	(10,917		)	(258		)	(443		)
Net (loss) income	$	(40,680	)	$	(26,992	)	$	(35,622	)	$	252,663
Net loss attributable to discontinued Non-Core Entities' noncontrolling interests	—			—			—			1,966
Net income attributable to noncontrolling interests	(212		)	(283		)	(575		)	(346		)
Net (loss) income attributable to ClubCorp	$	(40,892	)	$	(27,275	)	$	(36,197	)	$	254,283
Per share data (2):
Weighted average shares outstanding, basic	54,172			50,570			50,570			50,570
Weighted average shares outstanding, diluted	54,603			50,570			50,570			50,570
Earnings per common share, basic:
(Loss) income from continuing operations attributable to ClubCorp	$	(0.75	)	$	(0.32	)	$	(0.71	)	$	5.16
Earnings per common share, diluted:
(Loss) income from continuing operations attributable to ClubCorp	$	(0.75	)	$	(0.32	)	$	(0.71	)	$	5.16
Cash distributions declared per common share (3)	$	0.79		$	—		$	—		$	—
Balance Sheet Data:
Cash and cash equivalents	$	53,781		$	81,965		$	50,480		$	56,754
Land and non-depreciable land improvements	530,212			531,265			512,260			536,503
Total assets	1,736,217			1,720,547			1,733,474			1,774,059
Long-term debt (net of current portion)	638,112			768,369			784,109			783,916
Total long-term liabilities	1,211,197			1,327,827			1,354,286			1,367,037
Total equity	$	237,950		$	143,082		$	169,126		$	202,598

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__________________________

(1) The statements of operations and balance sheet data reflect the ClubCorp Formation from November 30, 2010 (as described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations— ClubCorp Formation”), which was treated as a reorganization of entities under common control. Prior to November 30, 2010, ClubCorp, Inc. (“CCI”) was a holding company that through its subsidiaries owned and operated golf, country, business, sports and alumni clubs, two full-service resorts and certain other equity and realty interests. The two full service resorts and such other equity, realty and future royalty interests are referred to as the “Non-Core Entities”. The gain on extinguishment of debt was recognized as lenders under certain facilities forgave debt in conjunction with the ClubCorp Formation.

(2) All share and per share amounts reflect a 1,000 for 1 forward stock split of our common stock that took place on March 15, 2012, a 50 for 1 forward stock split that took place on August 2, 2013 and a 1.0113946 for 1 forward stock split that took place on September 6, 2013.

(3) During the fiscal year ended December 31, 2013, cash distributions declared included the $35.0 million distribution paid to the owners of our common stock on December 27, 2012, prior to our IPO, and the $7.7 million, or $0.12 per share of common stock, distribution to the owners of our common stock declared on December 10, 2013 and paid subsequent to our fiscal year end on January 15, 2014.

ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our financial condition and results of operations should be read together with the audited consolidated financial statements and related notes included in “Item 8. Financial Statements and Supplementary Data” of this report. This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Item 1A. Risk Factors” or in other sections of this report.

ClubCorp Formation

ClubCorp Holdings, Inc. (“Holdings”) and its wholly owned subsidiaries CCA Club Operations Holdings, LLC (“Operations' Parent”) and ClubCorp Club Operations, Inc. (“Operations”, and together with Holdings and Operations' Parent, “ClubCorp”) were formed on November 10, 2010, as part of a reorganization (“ClubCorp Formation”) of CCI, which was effective as of November 30, 2010, for the purpose of operating and managing golf and country clubs, business, sports and alumni clubs.

As a result of the ClubCorp Formation in November 2010, we began incurring increased interest expense as a result of higher aggregate interest rates on our outstanding indebtedness. In addition, our taxpayer status has changed due to taxable gains and certain tax attribute reductions triggered by the ClubCorp Formation that utilized our net operating loss carryforwards.

Overview

We are a leading owner‑operator of private golf and country clubs, business, sports and alumni clubs in North America. As of December 31, 2013, our portfolio of 154 owned or operated clubs, with over 146,000 memberships, serves over 370,000 individual members. Our operations are organized into two principal business segments: (1) golf and country clubs and (2) business, sports and alumni clubs. We are the largest owner of private golf and country clubs in the United States and own the underlying real estate for 81 of our 105 golf and country clubs. We lease, manage or operate through joint ventures the remaining 24 golf and country clubs. Likewise, we own one business club and lease, manage or operate through a joint venture the remaining 48 business, sports and alumni clubs. Our facilities are located in 25 states, the District of Columbia and two foreign countries. Our golf and country clubs are designed to appeal to the entire family, fostering member loyalty which we believe allows us to capture a greater share of our member households’ discretionary leisure spending. Our business, sports and alumni clubs are designed to provide our members with a “home away from home” where they can work, network and socialize in private upscale locations. We offer our members privileges throughout our entire collection of clubs, and we believe that our diverse facilities, recreational offerings and social programming enhance our ability to attract and retain members across a number of demographic groups. We also have alliances with other clubs, resorts and facilities located worldwide through which our members can enjoy additional access, discounts, special offerings and privileges outside of our owned and operated clubs. Given the breadth of our products, services and amenities, we believe we offer a compelling value proposition to our members.

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Factors Affecting our Business

A significant percentage of our revenues is derived from membership dues, and we believe these dues together with the geographic diversity of our clubs help to provide us with a recurring revenue base that limits the impact of fluctuations in regional economic conditions. Despite the negative impact of the recession, we believe our efforts to position our clubs as focal points in communities with offerings that can appeal to the entire family has enhanced member loyalty and mitigated attrition rates in our membership base compared to the industry as a whole. Additionally, we have closed certain business clubs that were underperforming and terminated certain golf and country club management agreements. See “Club Acquisitions and Dispositions”.

We believe the strength and size of our portfolio of clubs combined with the stability of our membership base will enable us to maintain our position as an industry leader in the future. As the largest owner-operator of private golf and country clubs in the United States, we enjoy economies of scale and a leadership position. We expect to strategically expand and upgrade our portfolio through acquisitions and targeted capital investments. As part of our targeted capital investment program, we plan to focus on facility upgrades to improve our members’ experience and the utilization of our facilities and amenities, which we believe will yield positive financial results.

Enrollment and Retention of Members

Our success depends on our ability to attract and retain members at our clubs and maintain or increase usage of our facilities. Historically, we have experienced varying levels of membership enrollment and attrition rates and, in certain areas, decreased levels of usage of our facilities. We devote substantial efforts to maintaining member and guest satisfaction, although many of the factors affecting club membership and facility usage are beyond our control. Periods where attrition rates exceed enrollment rates or where facility usage is below historical levels could have a material adverse effect on our business, operating results and financial position.

We offer various programs at our clubs designed to minimize future attrition rates by increasing member satisfaction and usage. These programs are designed to engage current and newly enrolled members in activities and groups that go beyond their home club. Additionally, these programs may grant our members discounts on meals and other items in order to increase their familiarity with and usage of their club’s amenities. One such offering is our O.N.E. program, an upgrade offering that combines what we refer to as ‘‘comprehensive club, community and world benefits’’. With this offering, members receive 50% off a la carte dining at their home club; preferential offerings to clubs in their community (including those owned by us), as well as at local spas, restaurants and other venues; and complimentary privileges to more than 200 golf and country, business, sporting and athletic clubs when traveling outside of their community with additional offerings and discounts to more than 700 renowned hotels, resorts, restaurants and entertainment venues. As of December 31, 2013, approximately 43% of our memberships were enrolled in one or more of our upgrade programs, as compared to approximately 40% and 38% of memberships that were enrolled in one or more of our upgrade programs as of the end of the past two fiscal years, respectively.

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The following tables present our membership counts for continuing operations at the end of the periods indicated. References to percentage changes that are not meaningful are denoted by ‘‘NM’’.

	Fiscal Years Ended
	December 31, 2013	December 25, 2012	Change		% Change
Golf and Country Clubs
Same Store Clubs (1)	81,750	81,112	638		0.8	%
New or Acquired Clubs (2)	3,647	1,607	2,040		NM
Total Golf and Country Clubs	85,397	82,719	2,678		3.2	%
Business, Sports and Alumni Clubs
Same Store Clubs (1)	61,405	62,046	(641	)	(1.0	)%
New or Acquired Clubs	—	—	—		NM
Total Business, Sports and Alumni Clubs (3)	61,405	62,046	(641	)	(1.0	)%
Total
Same Store Clubs (1)	143,155	143,158	(3	)	—	%
New or Acquired Clubs (2)	3,647	1,607	2,040		NM
Total memberships at end of period (3)	146,802	144,765	2,037		1.4	%

_______________________

(1) See “Basis of Presentation—Same Store Analysis” for a definition of Same Store analysis.

(2) New or Acquired Clubs include those clubs which were acquired, opened or added under management agreements in the fiscal years ended December 31, 2013 and December 25, 2012 consisting of: LPGA International, Hollytree Country Club, Hartefeld National Golf Club, Oak Tree Country Club, Cherry Valley Country Club, and Chantilly National Golf and Country Club.

(3) Does not include certain international club memberships.

	Fiscal Years Ended
	December 25, 2012	December 27, 2011	Change		% Change
Golf and Country Clubs
Same Store Clubs (1)	79,814	79,540	274		0.3	%
New or Acquired Clubs (2)	2,905	1,079	1,826		NM
Total Golf and Country Clubs	82,719	80,619	2,100		2.6	%
Business, Sports and Alumni Clubs
Same Store Clubs (1)	62,046	62,953	(907	)	(1.4	)%
New or Acquired Clubs	—	—	—		NM
Total Business, Sports and Alumni Clubs (3)	62,046	62,953	(907	)	(1.4	)%
Total
Same Store Clubs (1)	141,860	142,493	(633	)	(0.4	)%
New or Acquired Clubs (2)	2,905	1,079	1,826		NM
Total memberships at end of period (3)	144,765	143,572	1,193		0.8	%

_______________________

(1) See “Basis of Presentation—Same Store Analysis” for a definition of Same Store analysis.

(2) New or Acquired Clubs include those clubs which were acquired, opened or added under management agreements in the fiscal years ended December 25, 2012 and December 27, 2011 consisting of: Hamlet Golf & Country Club, Willow Creek Golf & Country Club, Wind Watch Golf & Country Club, Canterwood Golf & Country Club, LPGA International, Hollytree Country Club, and Hartefeld National Golf Club.

(3) Does not include certain international club memberships.

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Seasonality of Demand and Fluctuations in Quarterly Results

Our quarterly results fluctuate as a result of a number of factors. Usage of our golf and country club facilities declines significantly during the first and fourth quarters, when colder temperatures and shorter days reduce the demand for golf and golf-related activities. Our business clubs typically generate a greater share of their yearly revenues in the fourth quarter, which includes the holiday and year-end party season.

Our results can also be affected by non-seasonal and severe weather patterns. Periods of extremely hot, dry, cold or rainy weather in a given region can be expected to impact our golf-related revenue for that region. Similarly, extended periods of low rainfall can affect the cost and availability of water needed to irrigate our golf courses and can adversely affect results for facilities in the impacted region. Keeping turf grass conditions at a satisfactory level to attract play on our golf courses requires significant amounts of water. Our ability to irrigate a course could be adversely impacted by a drought or other water shortage, which we have experienced from time to time. A severe drought affecting a large number of properties could have a material adverse affect on our business and results of operations.

In addition, the first, second and third fiscal quarters each consist of twelve weeks, whereas, the fourth quarter consists of sixteen or seventeen weeks of operations. As a result of these factors, we usually generate a disproportionate share of our revenues and cash flows in the second, third and fourth quarters of each year and have lower revenues and profits in the first quarter. The timing of purchases, sales, leasing of facilities or divestitures, has also caused and may cause our results of operations to vary significantly in otherwise comparable periods. To clarify variations caused by newly acquired or divested operations, we employ a same store analysis for year-over-year comparability purposes. See “Basis of Presentation—Same Store Analysis”.

Reinvention Capital Investments

We continue to identify and prioritize capital projects and believe the reinvention of our clubs through strategic capital investments help drive membership sales, facility usage and member retention. A significant portion of our invested capital is used to add reinvention elements to “major reinvention” clubs, defined as clubs receiving $750,000 or more gross capital spend on a project basis excluding initial one-time capital investments at newly acquired clubs, as we believe these club enhancements represent opportunities to increase revenues and generate a positive return on our investment, although we cannot guarantee such returns. Elements of reinvention capital expenditures include “Touchdown Rooms”, which are small private meeting rooms allowing members to hold impromptu private meetings while leveraging the other services of their club. “Anytime Lounges” provide a contemporary and casual atmosphere to work and network, while “Media Rooms” provide state of the art facilities to enjoy various forms of entertainment. Additional reinvention elements include refitted fitness centers, enhanced pool area amenities such as shade cabanas, pool slides and splash pads, redesigned golf practice areas for use by beginners to avid golfers, and newly created or updated indoor and outdoor dining and social gathering areas designed to take advantage of the expansive views and natural beauty of our clubs.

Club Acquisitions and Dispositions

We continually explore opportunities to expand our business through select acquisitions of attractive properties. We also evaluate joint ventures and management opportunities that allow us to expand our operations and increase our recurring revenue base without substantial capital outlay. We believe that the fragmented nature of the private club industry presents significant opportunities for us to expand our portfolio by leveraging our operational expertise and by taking advantage of market conditions. Additionally, during the normal course of business, we have closed certain business, sports and alumni clubs that were underperforming and terminated certain golf and country club management agreements.

45

The table below summarizes the number and type of club acquisitions and dispositions during the periods indicated:

	Golf & Country Clubs							Business, Sports & Alumni Clubs
Acquisitions / (Dispositions)	Owned Clubs	Leased Clubs	Managed		Joint Venture	Total		Owned Clubs		Leased Clubs		Managed	Joint Venture	Total
December 27, 2011	80	12	3		6	101		2		44		4	1	51
First Quarter 2012 (1)	—	—	—		—	—		—		—		—	—	—
Second Quarter 2012 (2)	—	1	1		—	2		—		—		—	—	—
Third Quarter 2012 (3)	—	—	—		—	—		(1	)	(1	)	—	—	(2	)
Fourth Quarter 2012 (4)	—	—	(1	)	—	(1	)	—		—		—	—	—
December 25, 2012	80	13	3		6	102		1		43		4	1	49
First Quarter 2013	—	—	—		—	—		—		—		—	—	—
Second Quarter 2013 (5)	1	—	—		—	1		—		—		—	—	—
Third Quarter 2013 (6)	—	1	—		—	1		—		—		—	—	—
Fourth Quarter 2013 (7)	—	1	—		—	1		—		—		—	—	—
December 31, 2013	81	15	3		6	105		1		43		4	1	49

 _______________________

(1) In January 2012, we entered into a new agreement to manage and operate LPGA International, a semi-private golf and country club located in Daytona Beach, Florida, and our management agreement with Preserve Golf Club ended as a result of the owner’s sale of the underlying property.

(2) In March 2012, we entered into an agreement to manage and operate Hollytree Country Club, a private country club in Tyler, Texas, and in April 2012, we acquired Hartefeld National Golf Club, a private country club in Avondale, Pennsylvania.

(3) In August 2012, we ceased operating the Westlake Club in Houston, Texas, and we sold Glendale Racquet Club in September 2012, an owned sports club in Milwaukee, Wisconsin.

(4) In December 2012, the management agreement with Eagle Ridge Golf Club was terminated as a result of the owner’s sale of the underlying property.

(5) In May 2013, we acquired Oak Tree Country Club, a private country club located in Edmond, Oklahoma.

(6) In June 2013, we acquired Cherry Valley Country Club, a private country club located in Skillman, New Jersey.

(7) In December 2013, we acquired Chantilly National Golf and Country Club, a private country club located in Centreville, Virginia.

Subsequent to December 31, 2013, on March 3, 2014 we purchased Prestonwood Country Club, a private golf club which features two properties: The Creek in Dallas, Texas and The Hills in nearby Plano, Texas.

Basis of Presentation

Total revenues recorded in our two principal business segments (1) golf and country clubs and (2) business, sports and alumni clubs, are comprised mainly of revenues from membership dues (including upgrade dues), food and beverage operations and golf operations. Operating expenses recorded in our two principal business segments primarily consist of labor expenses, food and beverage costs, golf course maintenance costs and general and administrative costs.

We also disclose other (“Other”), which consists of other business activities including ancillary revenues related to alliance arrangements, a portion of the revenue associated with upgrade offerings, reimbursements for certain costs of operations at managed clubs, amortization of certain proceeds received from mineral lease and surface right agreements, corporate overhead expenses, and shared services. Other also includes corporate assets such as cash, goodwill, intangible assets, and loan origination fees.

46

EBITDA, Segment EBITDA and Adjusted EBITDA

EBITDA is calculated as net income plus interest, loss on extinguishment of debt, taxes, depreciation and amortization less interest and investment income. We evaluate segment performance and allocate resources based on Segment EBITDA. We consider Segment EBITDA an important indicator of the operational strength and performance of our business. We include Segment EBITDA because it is a key financial measure used by our management to (1) internally measure our operating performance and (2) assess our ability to service our debt, incur additional debt and meet our capital expenditure requirements.

We define Segment EBITDA as net income before discontinued operations, interest and investment income, interest expense, income taxes, gain or loss on disposal, acquisition and impairment of assets and depreciation and amortization. Segment EBITDA differs from Adjusted EBITDA, although, Segment EBITDA is adjusted for items similar to those defined in the indenture governing the Senior Notes and the credit agreement governing the Secured Credit Facilities. Segment EBITDA has been calculated using this definition for all periods presented. For more information, see Note 14 of our audited consolidated financial statements included elsewhere herein.

Adjusted EBITDA is based on the definition of Consolidated EBITDA as defined in the credit agreement governing the Secured Credit Facilities and may not be comparable to other companies. Adjusted EBITDA is defined as Segment EBITDA plus or minus an acquisition adjustment and non-cash and other adjustments. We also consider Adjusted EBITDA an important indicator of the operational strength and performance of our business. The indenture governing the Senior Notes and the credit agreement governing the Secured Credit Facilities contain certain financial and non-financial covenants which require Operations to maintain specified financial ratios on a rolling four quarter basis and utilize this measure of Adjusted EBITDA.

We believe that the presentation of Adjusted EBITDA is appropriate to provide additional information to investors about the calculation, and compliance with certain financial covenants in the indenture governing the Senior Notes and under the credit agreement governing the Secured Credit Facilities, as Adjusted EBITDA is a material component of these covenants. In addition, investors, lenders, financial analysts and rating agencies have historically used EBITDA related measures in our industry, along with other measures, to evaluate a company’s ability to meet its debt service requirement, to estimate the value of a company and to make informed investment decisions. Adjusted EBITDA is also considered when evaluating our executive compensation.

Neither Segment EBITDA nor Adjusted EBITDA are determined in accordance with GAAP and should not be considered as alternatives to, or more meaningful than, operating income or net income (as determined in accordance with GAAP) as a measure of our operating results or net cash provided by operating activities (as determined in accordance with GAAP) as a measure of our cash flows or ability to fund our cash needs. Our measurements of Segment and Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

47

The following table provides a reconciliation of net loss to EBITDA, Segment EBITDA and Adjusted EBITDA for the periods indicated:

	Fiscal Years Ended
	December 31, 2013			December 25, 2012			December 27, 2011
	(dollars in thousands)
Net loss	$	(40,680	)	$	(26,992	)	$	(35,622	)
Interest expense	83,669			89,369			84,746
Loss on extinguishment of debt	16,856			—			—
Income tax expense (benefit)	1,681			(7,528		)	(16,421		)
Interest and investment income	(345		)	(1,212		)	(138		)
Depreciation and amortization	72,073			78,286			93,035
EBITDA	$	133,254		$	131,923		$	125,600
Impairments, disposition of assets and loss from discontinued operations (1)	14,514			26,604			11,030
Non-cash adjustments (2)	4,070			4,029			3,942
Other adjustments (3)	8,878			2,960			13,530
Equity-based compensation expense (4)	14,217			—			—
Segment EBITDA	$	174,933		$	165,516		$	154,102
Acquisition adjustment (5)	1,306			2,560			5,006
Non-cash and other adjustments (6)	1,115			(1,887		)	(1,935		)
Adjusted EBITDA	$	177,354		$	166,189		$	157,173

______________________

(1) Includes non-cash impairment charges related to: liquor licenses, property and equipment, equity method investments, mineral rights, loss on disposals of assets and net loss from discontinued clubs.

(2) Includes non-cash items related to purchase accounting associated with the acquisition of CCI in 2006 by affiliates of KSL and expense recognized for our long-term incentive plan related to fiscal years 2011 through 2013.

(3) Other adjustments include management fees, termination fee and expenses paid to an affiliate, adjustments to accruals for unclaimed property settlements, acquisition costs, debt amendment costs and other charges incurred in connection with the ClubCorp Formation.

(4) Includes equity-based compensation expense, calculated in accordance with GAAP, related to awards held by certain employees, executives and directors.

(5) Represents deferred revenue related to initiation payments that would have been recognized in the applicable period but for the application of purchase accounting in connection with the acquisition of CCI in 2006.

(6) Represents adjustments permitted by the credit agreement governing the Secured Credit Facilities including cash distributions from equity method investments less earnings of said investments, income or loss attributable to non-controlling equity interests of continuing operations, exclusion of non-cash income related to mineral lease and surface rights agreements and franchise tax expense.

For the fiscal year endedDecember 31, 2013, Adjusted EBITDA increased $11.2 million, or 6.7%, over the fiscal year endedDecember 25, 2012, due primarily to Segment EBITDA growth in our golf and country club segment offset by decreases in Other. For the fiscal year endedDecember 25, 2012, Adjusted EBITDA increased $9.0 million, or 5.7%, over the fiscal year endedDecember 27, 2011 due primarily to Segment EBITDA growth in our golf and country club segment offset by decreases in Other.

48

Same Store Analysis

We employ “same store” analysis techniques for a variety of management purposes. By our definition, clubs are evaluated at the beginning of each year and considered same store once they have been fully operational for one fiscal year. Newly acquired or opened clubs, clubs added under management agreements and divested clubs are not classified as same store; however, clubs held for sale are considered same store until they are divested. Once a club has been divested, it is removed from the same store classification for all periods presented and included in discontinued operations. For same store year-over-year comparisons, clubs must be open the entire year for both years in the comparison to be considered same store, therefore, same store facility counts and operating results may vary depending on the years of comparison. We believe this approach provides for a more effective analysis tool because it allows us to assess the results of our core operating strategies by tracking the performance of our established same store clubs without the inclusion of newly acquired or opened clubs.

Our fiscal year consists of a 52/53 week period ending on the last Tuesday of December. Our first, second and third quarters each consist of twelve weeks while our fourth quarter consists of sixteen or seventeen weeks. For 2013, the fiscal year is comprised of the 53 weeks ended December 31, 2013. For 2012 and 2011, the fiscal years were comprised of the 52 weeks ended December 25, 2012 and December 27, 2011, respectively.

49

Results of Operations

The following table presents our consolidated statements of operations as a percent of total revenues for the periods indicated:

	Fiscal Year Ended
	December 31, 2013			% of Revenue		December 25, 2012			% of Revenue		December 27, 2011			% of Revenue
	(dollars in thousands)
Revenues:
Club operations	$	579,751		71.1	%	$	535,274		70.9	%	$	513,282		71.3	%
Food and beverage	231,673			28.4	%	216,269			28.6	%	203,508			28.3	%
Other revenues	3,656			0.4	%	3,401			0.5	%	3,172			0.4	%
Total revenues	815,080					754,944					719,962
Direct and selling, general and administrative expenses:
Club operating costs exclusive of depreciation (includes $4,592, $0 and $0 related to equity-based compensation expense in 2013, 2012 and 2011, respectively)	527,787			64.8	%	483,653			64.1	%	468,577			65.1	%
Cost of food and beverage sales exclusive of depreciation	74,607			9.2	%	68,735			9.1	%	64,256			8.9	%
Depreciation and amortization	72,073			8.8	%	78,286			10.4	%	93,035			12.9	%
Provision for doubtful accounts	3,483			0.4	%	2,765			0.4	%	3,350			0.5	%
Loss on disposals of assets	8,122			1.0	%	10,904			1.4	%	9,599			1.3	%
Impairment of assets	6,380			0.8	%	4,783			0.6	%	1,173			0.2	%
Equity in earnings from unconsolidated ventures	(2,638		)	(0.3	)%	(1,947		)	(0.3	)%	(1,487		)	(0.2	)%
Selling, general and administrative (includes $9,625, $0 and $0 related to equity-based compensation expense in 2013, 2012 and 2011, respectively)	64,073			7.9	%	45,343			6.0	%	52,382			7.3	%
Operating income	61,193			7.5	%	62,422			8.3	%	29,077			4.0	%
Interest and investment income	345			—	%	1,212			0.2	%	138			—	%
Interest expense	(83,669		)	(10.3	)%	(89,369		)	(11.8	)%	(84,746		)	(11.8	)%
Loss on extinguishment of debt	(16,856		)	(2.1	)%	—			—	%	—			—	%
Other income	—			—	%	2,132			0.3	%	3,746			0.5	%
Loss from continuing operations before income taxes	(38,987		)	(4.8	)%	(23,603		)	(3.1	)%	(51,785		)	(7.2	)%
Income tax (expense) benefit	(1,681		)	(0.2	)%	7,528			1.0	%	16,421			2.3	%
Loss from continuing operations	(40,668		)	(5.0	)%	(16,075		)	(2.1	)%	(35,364		)	(4.9	)%
Loss from discontinued clubs, net of income tax (expense) benefit of $(3), $2,669 and $(152) in 2013, 2012 and 2011, respectively	(12		)	—	%	(10,917		)	(1.4	)%	(258		)	—	%
NET LOSS	(40,680		)	(5.0	)%	(26,992		)	(3.6	)%	(35,622		)	(4.9	)%
Net income attributable to noncontrolling interests	(212		)	—	%	(283		)	—	%	(575		)	(0.1	)%
Net loss attributable to ClubCorp	$	(40,892	)	(5.0	)%	$	(27,275	)	(3.6	)%	$	(36,197	)	(5.0	)%
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC	54,172					50,570					50,570
WEIGHTED AVERAGE SHARES OUTSTANDING, DILUTED	54,603					50,570					50,570
EARNINGS PER COMMON SHARE, BASIC:
Loss from continuing operations attributable to ClubCorp	$	(0.75	)			$	(0.32	)			$	(0.71	)
Loss from discontinued clubs attributable to ClubCorp	$	—				$	(0.22	)			$	(0.01	)
Net loss attributable to ClubCorp	$	(0.75	)			$	(0.54	)			$	(0.72	)
EARNINGS PER COMMON SHARE, DILUTED:
Loss from continuing operations attributable to ClubCorp	$	(0.75	)			$	(0.32	)			$	(0.71	)
Loss from discontinued clubs attributable to ClubCorp	$	—				$	(0.22	)			$	(0.01	)
Net loss attributable to ClubCorp	$	(0.75	)			$	(0.54	)			$	(0.72	)

50

Comparison of the Fiscal Years EndedDecember 31, 2013 and December 25, 2012

The following table presents key financial information derived from our consolidated statements of operations for the fiscal years endedDecember 31, 2013 (consisting of 53 weeks) and December 25, 2012 (consisting of 52 weeks):

	Fiscal Year Ended
	December 31, 2013 (53 weeks)			December 25, 2012 (52 weeks)			Change (2)			% Change (2)
	(dollars in thousands)
Total revenues	$	815,080		$	754,944		$	60,136		8.0	%
Club operating costs and expenses exclusive of depreciation (1)	605,877			555,153			50,724			9.1	%
Depreciation and amortization	72,073			78,286			(6,213		)	(7.9	)%
Loss on disposals of assets	8,122			10,904			(2,782		)	(25.5	)%
Impairment of assets	6,380			4,783			1,597			33.4	%
Equity in earnings from unconsolidated ventures	(2,638		)	(1,947		)	(691		)	(35.5	)%
Selling, general and administrative	64,073			45,343			18,730			41.3	%
Operating income	61,193			62,422			(1,229		)	(2.0	)%
Interest and investment income	345			1,212			(867		)	(71.5	)%
Interest expense	(83,669		)	(89,369		)	5,700			6.4	%
Loss on extinguishment of debt	(16,856		)	—			(16,856		)	(100.0	)%
Other income	—			2,132			(2,132		)	(100.0	)%
Loss from continuing operations before income taxes	(38,987		)	(23,603		)	(15,384		)	(65.2	)%
Income tax (expense) benefit	(1,681		)	7,528			(9,209		)	(122.3	)%
Loss from continuing operations	$	(40,668	)	$	(16,075	)	$	(24,593	)	(153.0	)%

__________________________

(1) Comprised of club operating costs, cost of food and beverage sales and provision for doubtful accounts.

(2) All figures refer to year-over-year growth. The fiscal year ended December 31, 2013 benefited from one additional week in such fiscal year.

Total revenues of $815.1 million for the fiscal year endedDecember 31, 2013 increased $60.1 million, or 8.0%, over the fiscal year endedDecember 25, 2012, largely due to increased golf and country club revenue. Golf and country club revenue increased $43.8 million, or 7.5%, of which $11.5 million is attributable to golf and country club properties added in 2012 and 2013. The remaining $32.3 million golf and country club revenue increase is driven by increases from all revenue streams due to fiscal year 2013 comprising 53 weeks, while fiscal year 2012 was comprised of 52 weeks, increases in same store dues, food and beverage, golf operations and other revenue. In addition, our business, sports and alumni club segment revenue increased $6.1 million, or 3.5%, primarily due to increases in all types of revenue due to fiscal year 2013 comprising 53 weeks, while fiscal year 2012 was comprised of 52 weeks and an increase in dues revenue and food and beverage revenue. Revenue also increased $9.5 million, due to reimbursements for certain operating costs at managed clubs. These reimbursements do not include a markup and have no net impact on operating income, as such costs are included within club operating costs and expenses.

Club operating costs and expenses totaling $605.9 million for the fiscal year endedDecember 31, 2013 increased $50.7 million, or 9.1%, compared to the fiscal year endedDecember 25, 2012. The increase is partially due to $10.2 million of club operating costs and expenses related to club properties added in 2012 and 2013 and $20.7 million of increased variable labor costs and food and beverage cost of goods sold associated with higher revenues. The remaining increase is largely related to $9.5 million in certain operating costs at managed clubs, which are offset by reimbursements recorded within revenue, resulting in no net impact on operating income. Additionally, club operating costs and expenses include $4.6 million equity-based compensation expense in the fiscal year endedDecember 31, 2013 while none was recorded in the fiscal year endedDecember 25, 2012.

Depreciation and amortization decreased $6.2 million, or 7.9% during the fiscal year endedDecember 31, 2013 compared to the fiscal year endedDecember 25, 2012, due primarily to lower amortization expense from intangible assets that fully amortized at the end of fiscal 2012.

51

Loss on disposal of assets for the fiscal years endedDecember 31, 2013 and December 25, 2012 of $8.1 million and $10.9 million, respectively, were largely comprised of losses on asset retirements during the normal course of business. During the fiscal year endedDecember 31, 2013, the losses were partially offset by a property settlement of $0.8 million, while the losses in the fiscal year endedDecember 25, 2012 were partially offset by insurance proceeds related to Hurricane Irene of $2.0 million and a property settlement of $1.2 million.

Impairment of assets of $6.4 million for the fiscal year endedDecember 31, 2013 was primarily comprised of impairment losses to liquor licenses and property and equipment at certain of our clubs to adjust the carrying amount of certain liquor licenses and property and equipment, respectively, to its fair value. Impairment of assets of $4.8 million for the fiscal year endedDecember 25, 2012 included impairments of mineral rights assets of $3.0 million, intangible assets of $0.5 million, an equity method investment of $0.7 million and property and equipment of $0.7 million.

Selling, general and administrative expenses of $64.1 million for the fiscal year endedDecember 31, 2013 increased $18.7 million, or 41.3%, compared to the fiscal year endedDecember 25, 2012 primarily due to the recognition of equity-based compensation expense of $9.6 million in the fiscal year endedDecember 31, 2013 while none was recognized in the fiscal year endedDecember 25, 2012, a one-time payment of $5.0 million to an affiliate of KSL in connection with the termination of a management agreement in connection with our IPO during the fiscal year endedDecember 31, 2013 and a $1.7 million increase in incentive compensation expense largely due to improved performance in the fiscal year endedDecember 31, 2013.

Interest expense totaled $83.7 million and $89.4 million for the fiscal years endedDecember 31, 2013 and December 25, 2012, respectively. The $5.7 million decrease is comprised of a $4.0 million reduction due to lower interest rates on the Secured Credit Facilities and $1.4 million lower accretion expense related to membership initiation deposits.

Loss on extinguishment of debt for the fiscal year endedDecember 31, 2013 consisted of a $14.5 million redemption premium payment and a write-off of $2.3 million in debt issuance costs both resulting from the redemption of $145.3 million of the Senior Notes. We did not incur any losses on extinguishment of debt during the fiscal year endedDecember 25, 2012.

Income tax expense for the fiscal year endedDecember 31, 2013 increased $9.2 million compared to the fiscal year ended December 25, 2012, and the effective tax rates were (4.3)% and 31.9% for the fiscal years endedDecember 31, 2013 and December 25, 2012, respectively. For the fiscal year endedDecember 31, 2013, the effective tax rate differed from the statutory federal tax rate of 35.0% primarily due to state taxes, changes in uncertain tax positions and certain permanent differences. For the fiscal year endedDecember 25, 2012, the effective tax rate differed from the statutory federal tax rate of 35.0% primarily due to changes in uncertain tax positions, state and foreign taxes.

52

Segment Operations

The following table presents key financial information for our Segments and Adjusted EBITDA for the fiscal years endedDecember 31, 2013 (consisting of 53 weeks) and December 25, 2012 (consisting of 52 weeks):

	Fiscal Year Ended
Consolidated Summary	December 31, 2013 (53 weeks)			December 25, 2012 (52 weeks)			Change (2)			% Change (2)
	(dollars in thousands)
Total Revenue	$	815,080		$	754,944		$	60,136		8.0	%
Segment EBITDA:
Golf and Country Clubs	$	179,242		$	166,327		$	12,915		7.8	%
Business, Sports and Alumni Clubs	34,735			34,373			362			1.1	%
Other	(39,044		)	(35,184		)	(3,860		)	(11.0	)%
Total Segment EBITDA (1)	$	174,933		$	165,516		$	9,417		5.7	%
Acquisition adjustment	1,306			2,560			(1,254		)	(49.0	)%
Non-cash and other adjustments	1,115			(1,887		)	3,002			159.1	%
Adjusted EBITDA (1)	$	177,354		$	166,189		$	11,165		6.7	%

_______________________________

(1) See ‘‘Basis of Presentation—EBITDA, Segment EBITDA and Adjusted EBITDA’’ for the definition of Segment EBITDA and Adjusted EBITDA and a reconciliation of net loss to Segment EBITDA and Adjusted EBITDA.

(2) All figures refer to year-over-year growth. The fiscal year ended December 31, 2013 benefited from one additional week in such fiscal year.

53

Golf and Country Clubs

The following table presents key financial information for our golf and country clubs for the fiscal years endedDecember 31, 2013 (consisting of 53 weeks) and December 25, 2012 (consisting of 52 weeks). References to percentage changes that are not meaningful are denoted by ‘‘NM’’.

	Fiscal Year Ended
Golf and Country Club Segment	December 31, 2013 (53 weeks)			December 25, 2012 (52 weeks)			Change (3)		% Change (3)
	(dollars in thousands)
Same Store Clubs
Revenue
Dues	$	284,898		$	266,906		$	17,992	6.7	%
Food and Beverage	137,450			128,687			8,763		6.8	%
Golf Operations	141,110			137,663			3,447		2.5	%
Other	48,482			46,417			2,065		4.4	%
Revenue	$	611,940		$	579,673		$	32,267	5.6	%
Segment EBITDA	$	176,531		$	165,609		$	10,922	6.6	%
Segment EBITDA Margin	28.8		%	28.6		%	20 bps		0.7	%
Acquisitions
Revenue	$	15,377		$	3,850		$	11,527	NM
Segment EBITDA	$	2,711		$	718		$	1,993	NM
Total Golf and Country Clubs
Revenue	$	627,317		$	583,523		$	43,794	7.5	%
Segment EBITDA	$	179,242		$	166,327		$	12,915	7.8	%
Segment EBITDA Margin	28.6		%	28.5		%	10 bps		0.4	%
Same Store Memberships	81,750			81,112			638		0.8	%
Total Memberships	85,397			82,719			2,678		3.2	%
Same Store Average Membership (1)	81,431			80,866			565		0.7	%
Dues per Average Same Store Membership (2)	$	3,499		$	3,301		$	198	6.0	%
Revenue per Average Same Store Membership (2)	$	7,515		$	7,168		$	347	4.8	%

_______________________________

(1) Same store average membership is calculated using the same store membership count at the beginning and end of the period indicated.

(2) Same store revenue (dues or segment) divided by same store average membership.

(3) All figures refer to year-over-year growth. The fiscal year ended December 31, 2013 benefited from one additional week in such fiscal year.

Total revenue for same store golf and country clubs increased $32.3 million, or 5.6%, for the fiscal year endedDecember 31, 2013 compared to the fiscal year endedDecember 25, 2012, largely due to increases in dues, increases from all major revenue streams due to fiscal year 2013 comprising of weeks, while fiscal year 2012 was comprised of 52 weeks and increases in food and beverage, golf operations and other revenue. Dues revenue increased $18.0 million, or 6.7%, inclusive of one additional week in fiscal year 2013, due to an increase in average dues per membership, which is partially due to revenues from the O.N.E offering, and an increase in memberships. Food and beverage revenue increased $8.8 million, or 6.8%, primarily due to a 7.8% increase in a la carte revenue driven by an increase in a la carte covers per average membership, which is partially driven by the O.N.E. offering, combined with a 2.0% increase in a la carte check average and an increase in private party revenue driven by increased spend in social and corporate private parties. Golf operations revenue increased $3.4 million, or 2.5%, due to increases in average green fees, cart fees and increased retail revenue.

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Segment EBITDA for same store golf and country clubs increased $10.9 million, or 6.6%, for the fiscal year endedDecember 31, 2013 compared to the fiscal year endedDecember 25, 2012, inclusive of one additional week in fiscal year 2013, largely due to the increase in higher margin dues revenue. As a result, same store Segment EBITDA margin for the fiscal year endedDecember 31, 2013 increased 20 basis points over the fiscal year endedDecember 25, 2012.

Business, Sports and Alumni Clubs

The following table presents key financial information for our business, sports and alumni clubs for the fiscal years endedDecember 31, 2013 (consisting of 53 weeks) and December 25, 2012 (consisting of 52 weeks). References to percentage changes that are not meaningful are denoted by ‘‘NM’’.

	Fiscal Year Ended
Business, Sports and Alumni Club Segment	December 31, 2013 (53 weeks)			December 25, 2012 (52 weeks)			Change (3)			% Change (3)
	(dollars in thousands)
Same Store Clubs
Revenue
Dues	$	77,600		$	74,914		$	2,686		3.6	%
Food and Beverage	90,171			86,958			3,213			3.7	%
Other	12,659			12,472			187			1.5	%
Revenue	$	180,430		$	174,344		$	6,086		3.5	%
Segment EBITDA	$	34,743		$	34,373		$	370		1.1	%
Segment EBITDA Margin	19.3		%	19.7		%	(40) bps			(2.0	)%
Acquisitions
Revenue	$	—		$	—		$	—		NM
Segment EBITDA	$	(8	)	$	—		$	(8	)	NM
Total Business, Sports and Alumni Clubs
Revenue	$	180,430		$	174,344		$	6,086		3.5	%
Segment EBITDA	34,735			34,373			$	362		1.1	%
Segment EBITDA Margin	19.3		%	19.7		%	(40) bps			(2.0	)%
Same Store Memberships	61,405			62,046			(641		)	(1.0	)%
Total Memberships	61,405			62,046			(641		)	(1.0	)%
Same Store Average Membership (1)	61,726			62,500			(774		)	(1.2	)%
Dues per Average Same Store Membership (2)	$	1,257		$	1,199		$	58		4.8	%
Revenue per Average Same Store Membership (2)	$	2,923		$	2,790		$	133		4.8	%

_______________________________

(1) Same store average membership is calculated using the same store membership count at the beginning and end of the period indicated.

(2) Same store revenue (dues or segment) divided by same store average membership.

(3) All figures refer to year-over-year growth. The fiscal year ended December 31, 2013 benefited from one additional week in such fiscal year.

Total revenues for same store business, sports and alumni clubs increased $6.1 million, or 3.5%, for the fiscal year endedDecember 31, 2013 compared to the fiscal year endedDecember 25, 2012, due to increases from all major revenue streams due to fiscal year 2013 comprising 53 weeks, while fiscal year 2012 was comprised of 52 weeks, as well as increases in food and beverage revenue. Food and beverage revenue increased $3.2 million, or 3.7%, due to an 8.9% increase in a la carte revenue, driven by a 5.9% increase in a la carte check average and a 4.1% increase in a la carte covers per average membership, combined with an increase in private party revenue driven by increased spend in corporate private parties. Dues revenue increased $2.7 million, or 3.6%, inclusive of one additional week in fiscal year 2013.

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Segment EBITDA for same store business, sports and alumni clubs increased $0.4 million, or 1.1%, for the fiscal year endedDecember 31, 2013 compared to the fiscal year endedDecember 25, 2012, inclusive of one additional week in fiscal year 2013, as improved revenues were offset by increases in variable labor costs and an increase in cost of goods sold associated with increased food and beverage revenue. The remaining increase in expenses was primarily related to increased leasing costs associated with the relocation and reinvention of one of our business clubs. Primarily as a result of the relocation and reinvention of the business club described above, Segment EBITDA margin for the fiscal year endedDecember 31, 2013 declined 40 basis points compared to the fiscal year endedDecember 25, 2012.

Other

The following table presents financial information for Other, which is comprised primarily of activities not related to our two business segments, for the fiscal years endedDecember 31, 2013 (consisting of 53 weeks) and December 25, 2012 (consisting of 52 weeks):

	Fiscal Year Ended
Other	December 31, 2013 (53 weeks)			December 25, 2012 (52 weeks)			Change			% Change
	(dollars in thousands)
EBITDA	$	(39,044	)	$	(35,184	)	$	(3,860	)	(11.0	)%

Other EBITDA decreased $3.9 million, or 11.0%, for the fiscal year endedDecember 31, 2013 compared to the fiscal year endedDecember 25, 2012 largely due to proceeds from certain mineral lease and surface right agreements that expired and were fully amortized during the fiscal year endedDecember 25, 2012 and an increase in incentive compensation expense due to improved performance in the fiscal year endedDecember 31, 2013. 

Comparison of the Fiscal Years EndedDecember 25, 2012 and December 27, 2011

The following table presents key financial information derived from our consolidated statements of operations for the fiscal year endedDecember 25, 2012 and December 27, 2011:

	Fiscal Year Ended
	December 25, 2012			December 27, 2011			Change			% Change
	(dollars in thousands)
Total revenues	$	754,944		$	719,962		$	34,982		4.9	%
Club operating costs and expenses exclusive of depreciation (1)	555,153			536,183			18,970			3.5	%
Depreciation and amortization	78,286			93,035			(14,749		)	(15.9	)%
Loss on disposals of assets	10,904			9,599			1,305			13.6	%
Impairment of assets	4,783			1,173			3,610			307.8	%
Equity in earnings from unconsolidated ventures	(1,947		)	(1,487		)	(460		)	(30.9	)%
Selling, general and administrative	45,343			52,382			(7,039		)	(13.4	)%
Operating income	62,422			29,077			33,345			114.7	%
Interest and investment income	1,212			138			1,074			778.3	%
Interest expense	(89,369		)	(84,746		)	(4,623		)	(5.5	)%
Other income	2,132			3,746			(1,614		)	(43.1	)%
Loss from continuing operations before income taxes	(23,603		)	(51,785		)	28,182			54.4	%
Income tax (expense) benefit	7,528			16,421			(8,893		)	(54.2	)%
Loss from continuing operations	$	(16,075	)	$	(35,364	)	$	19,289		54.5	%

__________________________

(1) Comprised of club operating costs, cost of food and beverage sales and provision for doubtful accounts.

Total revenues of $754.9 million for the fiscal year endedDecember 25, 2012 increased $35.0 million, or 4.9%, over the fiscal year endedDecember 27, 2011, primarily due to increased golf and country club revenues. Golf and country club

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revenues increased $32.6 million, or 5.9%, of which $12.4 million is attributable to golf and country clubs added in 2011 and 2012. The remaining $20.2 million increase is primarily due to increases in membership, food and beverage and golf operations revenues. In addition, business, sports and alumni club revenues increased $3.0 million, or 1.8%, largely due to a $3.1 million increase in food and beverage sales, driven by increased spend in corporate and social private party events.

Club operating costs and expenses of $555.2 million for the fiscal year endedDecember 25, 2012 increased $19.0 million, or 3.5%, compared to the fiscal year endedDecember 27, 2011, of which $10.4 million is attributable to club properties added in 2011 and 2012. The remaining $8.6 million increase is primarily due to increased variable labor costs and an increase in cost of goods sold associated with increased revenues from food and beverage and retail sales.

Depreciation and amortization decreased $14.7 million, or 15.9%, for the fiscal year endedDecember 25, 2012 compared to the fiscal year endedDecember 27, 2011 due to a decrease in amortization expense related to member relationship intangibles that were fully amortized during the fiscal year endedDecember 27, 2011 for our business, sports and alumni clubs segment.

Loss on disposal of assets of $10.9 million for the fiscal year endedDecember 25, 2012 largely consisted of losses on asset retirements, but was partially offset by insurance proceeds related to Hurricane Irene, a property settlement and eminent domain proceeds of $2.0 million, $1.2 million and $0.3 million, respectively. Loss on disposal of assets of $9.6 million for the fiscal year endedDecember 27, 2011 primarily consisted of losses on asset retirements.

Impairment of assets for the fiscal year endedDecember 25, 2012 of $4.8 million was largely due to the impairment of mineral interests on certain golf properties. Impairment of assets for the fiscal year endedDecember 27, 2011 of $1.2 million was primarily comprised of liquor license impairments.

Selling, general and administrative expenses of $45.3 million for the fiscal year endedDecember 25, 2012 decreased $7.0 million, or 13.4%, compared to the fiscal year endedDecember 27, 2011. The decrease is primarily due to one-time expenses that occurred during the fiscal year endedDecember 27, 2011, including a $4.0 million arbitration award arising out of a dispute related to a series of agreements first entered into in 1999 relating to the acquisition and development of a golf course property, $2.1 million of professional fees incurred in connection with Operations becoming a public filer with the SEC in connection with the Senior Notes and higher legal, professional and other costs incurred in connection with the acquisition of three golf and country clubs in the Long Island area of New York and one property in Seattle, Washington.

Interest expense totaled $89.4 million and $84.7 million for the fiscal years endedDecember 25, 2012 and December 27, 2011, respectively. The $4.7 million increase is largely due to the accretion of initiation deposit liabilities. There was minimal fluctuation related to our indebtedness as a significant portion is at a fixed rate and variable interest rates remained consistent for the majority of the year. See “Liquidity and Capital Resources—Debt” for a description of the recent amendment to our term loan facility.

Other income decreased $1.6 million, or 43.1%, for the fiscal year endedDecember 25, 2012 compared to the fiscal year endedDecember 27, 2011, largely due to proceeds from certain mineral lease and surface right agreements that have become fully amortized.

Income tax benefit of $7.5 million for the fiscal year endedDecember 25, 2012 decreased $8.9 million, or 54.2%, compared to $16.4 million for the fiscal year endedDecember 27, 2011. The decrease was driven primarily by a $28.2 million decrease in pre-tax loss. The effective tax rates were 31.9% and 31.7% for the fiscal years endedDecember 25, 2012 and December 27, 2011, respectively. For the fiscal year endedDecember 25, 2012, the effective tax rate differed from the statutory federal tax rate of 35.0% primarily due to changes in uncertain tax positions, state and foreign taxes. For the fiscal year endedDecember 27, 2011, the effective tax rate differed from the statutory federal tax rate of 35.0% primarily due to state taxes.

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Segment Operations

The following table presents key financial information for our Segments and Adjusted EBITDA for the fiscal year endedDecember 25, 2012 and December 27, 2011:

	Fiscal Year Ended
Consolidated Summary	December 25, 2012			December 27, 2011			Change			% Change
	(dollars in thousands)
Total Revenue	$	754,944		$	719,962		$	34,982		4.9	%
Segment EBITDA:
Golf and Country Clubs	$	166,327		$	151,554		$	14,773		9.7	%
Business, Sports and Alumni Clubs	34,373			32,606			1,767			5.4	%
Other	(35,184		)	(30,058		)	(5,126		)	(17.1	)%
Total Segment EBITDA (1)	$	165,516		$	154,102		$	11,414		7.4	%
Acquisition adjustment	2,560			5,006			(2,446		)	(48.9	)%
Non-cash and other adjustments	(1,887		)	(1,935		)	48			2.5	%
Adjusted EBITDA (1)	$	166,189		$	157,173		$	9,016		5.7	%

  _______________________________

(1) See ‘‘Basis of Presentation—EBITDA, Segment EBITDA and Adjusted EBITDA’’ for the definition of Segment EBITDA and Adjusted EBITDA and a reconciliation of net loss to Segment EBITDA and Adjusted EBITDA.

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Golf and Country Clubs

The following table presents key financial information for our golf and country clubs for the fiscal years endedDecember 25, 2012 and December 27, 2011. References to percentage changes that are not meaningful are denoted by ‘‘NM’’.

	Fiscal Year Ended
Golf and Country Club Segment	December 25, 2012			December 27, 2011			Change		% Change
	(dollars in thousands)
Same Store Clubs
Revenue
Dues	$	261,930		$	254,729		$	7,201	2.8	%
Food and Beverage	122,150			116,960			5,190		4.4	%
Golf Operations	131,461			128,403			3,058		2.4	%
Other	45,458			40,729			4,729		11.6	%
Revenue	$	560,999		$	540,821		$	20,178	3.7	%
Segment EBITDA	$	162,396		$	150,291		$	12,105	8.1	%
Segment EBITDA Margin	28.9		%	27.8		%	110 bps		4.0	%
Acquisitions
Revenue	$	22,524		$	10,077		$	12,447	NM
Segment EBITDA	$	3,931		$	1,263		$	2,668	NM
Total Golf and Country Clubs
Revenue	$	583,523		$	550,898		$	32,625	5.9	%
Segment EBITDA	$	166,327		$	151,554		$	14,773	9.7	%
Segment EBITDA Margin	28.5		%	27.5		%	100 bps		3.6	%
Same Store Memberships	79,814			79,540			274		0.3	%
Total Memberships	82,719			80,619			2,100		2.6	%
Same Store Average Membership (1)	79,677			79,598			79		0.1	%
Dues per Average Same Store Membership (2)	$	3,287		$	3,200		$	87	2.7	%
Revenue per Average Same Store Membership (2)	$	7,041		$	6,794		$	247	3.6	%

_______________________________

(1) Same store average membership is calculated using the same store membership count at the beginning and end of the period indicated.

(2) Same store revenue (dues or segment) divided by same store average membership.

Total revenues for same store golf and country clubs increased $20.2 million, or 3.7%, for the fiscal year endedDecember 25, 2012 compared to the fiscal year endedDecember 27, 2011, primarily due to increases in dues revenues, food and beverage and golf operation revenues. Dues revenues increased $7.2 million, or 2.8%, largely due to an increase in average dues per membership and partially due to upgrade revenues from the O.N.E. offering. Food and beverage revenues increased $5.2 million, or 4.4%, due to increases in a la carte volume and private party revenues, driven by the O.N.E. offering and increased spend in private party events. Golf operations revenues increased $3.1 million, or 2.4%, over the fiscal year endedDecember 27, 2011, largely due to a 5.9% and 3.2% increase in merchandise sales and cart rental revenues, respectively. The increase in merchandise sales and cart rental revenues was driven by a 2.5% increase in retail revenue per round and 3.0% increase in member golf rounds.

Segment EBITDA for same store golf and country clubs increased $12.1 million, or 8.1%, for the fiscal year endedDecember 25, 2012 compared to the fiscal year endedDecember 27, 2011 largely due to increases in higher margin dues revenues. As a result, same store Segment EBITDA margin for the fiscal year endedDecember 25, 2012 increased 110 basis points over the fiscal year endedDecember 27, 2011.

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Business, Sports and Alumni Clubs

The following table presents key financial information for our business, sports and alumni clubs for the fiscal years endedDecember 25, 2012 and December 27, 2011. References to percentage changes that are not meaningful are denoted by ‘‘NM’’.

	Fiscal Year Ended
Business, Sports and Alumni Club Segment	December 25, 2012			December 27, 2011			Change			% Change
	(dollars in thousands)
Same Store Clubs
Revenue
Dues	$	74,914		$	75,386		$	(472	)	(0.6	)%
Food and Beverage	86,958			83,905			3,053			3.6	%
Other	12,472			12,037			435			3.6	%
Revenue	$	174,344		$	171,328		$	3,016		1.8	%
Segment EBITDA	$	34,373		$	32,606		$	1,767		5.4	%
Segment EBITDA Margin	19.7		%	19.0		%	70 bps			3.7	%
Acquisitions
Revenue	$	—		$	—		$	—		NM
Segment EBITDA	$	—		$	—		$	—		NM
Total Business, Sports and Alumni Clubs
Revenue	$	174,344		$	171,328		$	3,016		1.8	%
Segment EBITDA	$	34,373		$	32,606		$	1,767		5.4	%
Segment EBITDA Margin	19.7		%	19.0		%	70 bps			3.7	%
Same Store Memberships	62,046			62,953			(907		)	(1.4	)%
Total Memberships	62,046			62,953			(907		)	(1.4	)%
Same Store Average Membership (1)	62,500			63,460			(960		)	(1.5	)%
Dues per Average Same Store Membership (2)	$	1,199		$	1,188		$	11		0.9	%
Revenue per Average Same Store Membership (2)	$	2,790		$	2,700		$	90		3.3	%

_______________________________

(1) Same store average membership is calculated using the same store membership count at the beginning and end of the period indicated.

(2) Same store revenue (dues or segment) divided by same store average membership.

Total revenues for business, sports and alumni clubs increased $3.0 million, or 1.8%, for the fiscal year endedDecember 25, 2012 compared to the fiscal year endedDecember 27, 2011 primarily due to increases in food and beverage revenues of $3.1 million, or 3.6%. The increase was largely driven by a $2.0 million, or 3.7%, improvement in private party revenues.

Segment EBITDA for business, sports and alumni clubs increased $1.8 million, or 5.4%, for the fiscal year endedDecember 25, 2012 compared to the fiscal year endedDecember 27, 2011 partially due to increased revenues but primarily attributable to our continued focus on cost controls and expense management. Segment EBITDA margin of 19.7% for fiscal year endedDecember 25, 2012 increased 70 basis points over 19.0% for the fiscal year endedDecember 27, 2011.

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Other

The following table presents financial information for Other, which is comprised primarily of activities not related to our two business segments, for the for fiscal years endedDecember 25, 2012 and December 27, 2011:

	Fiscal Year Ended
Other	December 25, 2012			December 27, 2011			Change			% Change
	(dollars in thousands)
EBITDA	$	(35,184	)	$	(30,058	)	$	(5,126	)	17.1	%

Other EBITDA decreased $5.1 million, or 17.1%, for the fiscal year endedDecember 25, 2012 compared to the fiscal year endedDecember 27, 2011due primarily to the expiration of certain mineral lease and surface rights agreements and decreased revenue associated with changes in the allocation of revenue associated with our upgrade offerings.

Liquidity and Capital Resources

We operate through our subsidiaries and have no material assets other than the stock of our subsidiaries. Our ability to pay dividends is dependent on our receipt of dividends or other distributions from our subsidiaries, proceeds from the issuance of our securities and borrowing under the Secured Credit Facilities and its other debt instruments.

Our primary goal as it relates to liquidity and capital resources is to attain and retain the right level of debt and cash to maintain and fund expansions, replacement projects and other capital investments at our clubs, be poised for external growth and pay dividends to our stockholders. Historically, we have financed our business through cash flows from operations and debt.

Over the next twelve months, we anticipate cash flows from operations to be our primary source of cash and believe current assets and cash generated from operations will be sufficient to meet anticipated working capital needs, planned capital expenditures, debt service obligations and payment of a quarterly cash dividend on our common stock of $0.12 per share, or an indicated annual rate of $0.48 per share as permitted by the credit agreement governing the Secured Credit facilities and the indenture governing the Senior Notes. We plan to use excess cash reserves, the revolving credit facility, debt proceeds, equity proceeds, or a combination thereof to expand the business through capital improvement and expansion projects and strategically selected club acquisitions.

As of December 31, 2013, cash and cash equivalents totaled $53.8 million and we had $120.5 million available for borrowing under the revolving credit facility for total liquidity of $174.3 million.

Cash Flows from Operating Activities

Cash flows from operations totaled $93.7 million and $96.9 million for the fiscal year endedDecember 31, 2013 and December 25, 2012, respectively. The $3.2 million decrease in operating cash flows is due to $13.7 million lower earnings, which includes a one-time payment of $5.0 million to an affiliate of KSL in connection with the termination of a management agreement in connection with our IPO, and changes in working capital during the normal course of business.

Cash flows from operations totaled $96.9 million and $74.6 million for the fiscal years endedDecember 25, 2012 and December 27, 2011, respectively. The increase is due to the improvement in earnings and a $10.0 million reduction in cash paid for income taxes. During the fiscal year endedDecember 27, 2011, we had one-time payments related to a $4.0 million arbitration award and $2.9 million in property taxes related to the State of California’s Proposition 13 with no such payments in the fiscal year endedDecember 25, 2012.

Cash Flows used in Investing Activities

Cash flows used in investing activities totaled $72.7 million and $47.3 million for the fiscal years endedDecember 31, 2013 and December 25, 2012, respectively. The increase in cash used for investing activities is largely due to a $12.1 million increase in cash used for acquisitions of clubs, a $5.3 million increase in capital spent to maintain, renovate and reinvent our existing properties and a $6.6 million decrease in cash proceeds from dispositions. In addition, during the fiscal year endedDecember 25, 2012, we received $2.2 million of insurance proceeds for damages caused by Hurricane Irene.

Cash flows used in investing activities totaled $47.3 million and $69.9 million in the fiscal years endedDecember 25, 2012 and December 27, 2011, respectively. The decrease is largely due to the $19.2 million decrease in cash expended for

61

acquisitions of clubs. The remaining decrease is due to cash proceeds from dispositions and insurance payouts, partially offset by an increase in maintenance and expansion capital expenditures.

Cash Flows used in Financing Activities

Cash flows used in financing activities totaled $49.1 million and $18.9 million for the fiscal years endedDecember 31, 2013 and December 25, 2012, respectively. During the fiscal year endedDecember 31, 2013, we received $173.3 million in proceeds, net of underwriting discounts and commissions, from the issuance of common stock in our IPO and paid $4.3 million in equity offering costs. We used a portion of the net proceeds from our IPO to redeem $145.3 million in aggregate principal amount of the Senior Notes and to pay approximately $14.5 million of redemption premium. On December 27, 2012, during the fiscal year endedDecember 31, 2013, we made a distribution of $35.0 million to the owners of our common stock. Additionally, we made scheduled debt repayments of $25.7 million, which is a $10.9 million increase from the fiscal year endedDecember 25, 2012.

Cash flows used in financing activities totaled $18.9 million and $11.9 million for the fiscal years endedDecember 25, 2012 and December 27, 2011, respectively. During the fiscal year endedDecember 25, 2012, we made debt repayments of $14.8 million, a $1.9 million increase over the fiscal year endedDecember 27, 2011.

Total cash and cash equivalents decreased by $28.2 million for the fiscal year endedDecember 31, 2013 and increased by $31.5 million for the fiscal year endedDecember 25, 2012.

Capital Spending

The nature of our business requires us to invest a significant amount of capital to maintain our existing properties. For the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, we spent approximately $23.8 million, $16.7 million and $25.1 million, respectively, in capitalized costs to maintain our existing properties. During fiscal year 2014, we anticipate spending approximately $25.0 million in capital to maintain our existing facilities.

In addition to maintaining our properties, we also elect to spend discretionary capital to expand and improve existing properties, including major reinventions, and expand our business through acquisitions. Capital expansion funding, including acquisitions, totaled approximately $51.3 million, $41.1 million and $45.6 million, for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively. We anticipate spending approximately $36.0 million on reinvention and expansion projects during fiscal year 2014, excluding acquisitions. This amount is subject to change if additional acquisitions or expansion opportunities are identified that fit our strategy to expand the business or as a result of many known and unknown factors, including but not limited to those described in Item 1A. Risk Factors.

Subsequent to December 31, 2013, on March 3, 2014, we purchased Prestonwood Country Club, a private golf club comprised of two properties, The Creek in Dallas, Texas and The Hills in nearby Plano, Texas, with a purchase price of $11.2 million for net cash consideration of $10.9 million. We anticipate beginning a multi-million dollar expansion project at Prestonwood Country Club during fiscal year 2014.

Debt

Secured Credit Facilities—In 2010, Operations entered into the Secured Credit Facilities. The Secured Credit Facilities were subsequently amended in 2012 and 2013. As amended, the Secured Credit Facilities are comprised of (i) a $301.1 million term loan facility, and (ii) a revolving credit facility with $120.5 million available for borrowing as of December 31, 2013, after deducting $19.6 million of standby letters of credit outstanding. In addition, so long as there is no default or event of default under the Secured Credit Facilities, Operations may, subject to lender participation, elect to increase the combined revolving and term loan capacity of the Secured Credit Facilities by incremental amounts of (x) $75.0 million, and, after full utilization of such $75.0 million, (y) an additional incremental amount subject to and determined by certain financial covenants.

As of December 31, 2013, the interest rate on the term loan facility was the higher of (i) 4.0% or (ii) an elected LIBOR plus a margin of 3.0% and the maturity date of the term loan facility is July 24, 2020.

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As of December 31, 2013, the revolving credit facility is comprised of two tranches of revolving credit commitments. As of such date, the first tranche of revolving credit commitments (“Tranche A”) had capacity of $5.1 million, which was reduced by $5.1 million in outstanding standby letters of credit, leaving no amounts available for borrowing under Tranche A. As each outstanding standby letter of credit supported by Tranche A matures, the total Tranche A commitment is reduced to the remaining balance of outstanding standby letters of credit thereunder. Tranche A matures on November 30, 2015.

As of December 31, 2013, the second tranche of revolving credit commitments (“Tranche B”) had capacity of $135.0 million, which was reduced by $14.5 million of standby letters of credit outstanding, leaving $120.5 million available for borrowing. Tranche B matures on September 30, 2018 and bears interest at a rate of LIBOR plus a margin of 3.0% per annum. Operations is required to pay a commitment fee on all undrawn amounts under the revolving credit facility and a fee on all outstanding letters of credit, payable quarterly in arrears.

As of March 14, 2014, $107.3 million was available for borrowing under the revolving credit facility. The reduction was due to: (i) $11.2 million borrowed under Tranche B and (ii) $2.0 million of outstanding letters of credit under Tranche A that expired and were renewed under Tranche B. The commitment under Tranche A was reduced to the remaining balance of outstanding letters of credit thereunder, which was $3.1 million as of March 14, 2014.

As long as commitments are outstanding under the revolving credit facility, the Senior Secured Leverage Ratio (the “Senior Secured Leverage Ratio”), defined in the credit agreement governing the Secured Credit Facilities as Consolidated Senior Secured Debt (exclusive of the Senior Notes) to Consolidated EBITDA (disclosed as Adjusted EBITDA and defined in “Basis of Presentation”), requires Operations to maintain a leverage ratio no greater than 4.00:1.00 for each fiscal quarter.

Operations may be required to prepay the outstanding term loan facility by a percentage of excess cash flows, as defined by the credit agreement governing the Secured Credit Facilities, each fiscal year end after its annual consolidated financial statements are delivered, which percentage may decrease or be eliminated depending on the results of the Senior Secured Leverage Ratio test at the end of each fiscal year. No such prepayment was required with respect to the fiscal year ended December 31, 2013. Operations may voluntarily repay outstanding loans under the Secured Credit Facilities in whole or in part upon prior notice without premium or penalty, other than certain fees incurred in connection with a repricing transaction.

As of December 31, 2013, Operations was in compliance with all covenant restrictions under the credit agreement governing the Secured Credit Facilities. The following tables present the Senior Secured Leverage Ratio on a a rolling four quarter basis through December 31, 2013:

	Fiscal Year Ended
	December 31, 2013
	(dollars in thousands)
Adjusted EBITDA (1)	$	177,354
Consolidated Senior Secured Debt (2)	$	334,590
Senior Secured Leverage Ratio	1.89		x

_______________________

(1) See ‘‘Basis of Presentation’’ for the definition of Adjusted EBITDA and a reconciliation of net loss to Adjusted EBITDA.

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(2) The reconciliation of total debt to Consolidated Senior Secured Debt is as follows:

	As of December 31, 2013
	(dollars in thousands)
Long-term debt (net of current portion)	$	638,112
Current maturities of long-term debt	11,567
Outstanding letters of credit (a)	19,550
Uncollateralized surety bonds (b)	655
Less:
Unsecured high yield Senior Notes (c)	(269,750		)
Non-Core Development Entities (d)	(11,837		)
Adjustment per credit agreement (e)	(53,707		)
Consolidated Senior Secured Debt	$	334,590

_______________________

(a) Represents total outstanding letters of credit.

(b) Represents surety bonds not collateralized by letters of credit.

(c) Represents unsecured high yield Senior Notes excluded per the credit agreement.

(d) Represents notes payable related to Non-Core Development Entities excluded per the credit agreement.

(e) Represents an adjustment per the credit agreement reducing total debt by the lesser of Operations' unrestricted cash or $75.0 million.

Senior Notes—On November 30, 2010, Operations issued $415.0 million in Senior Notes, bearing interest at 10.0% and maturing December 1, 2018. The interest is payable semiannually in arrears on June 1 and December 1 each year, beginning June 1, 2011. These notes are fully and unconditionally guaranteed by each existing and all subsequently acquired or organized direct and indirect restricted subsidiaries of Operations, other than certain excluded subsidiaries. Subject to certain exceptions, the indenture governing the Senior Notes permits Operations, its parent company and our restricted subsidiaries to incur additional indebtedness, including secured indebtedness.

On October 28, 2013, Operations repaid $145.3 million in aggregate principal of the $415.0 million in Senior Notes, plus approximately $5.9 million in accrued and unpaid interest thereon, and $14.5 million of redemption premium. This partial redemption was made pursuant to a provision in the indenture governing the Senior Notes that permits the redemption of up to 35% of the aggregate principal amount of the Senior Notes with the net cash proceeds of certain equity offering proceeds at a redemption price equal to 110% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date.

Operations may redeem some or all of the remaining Senior Notes at any time prior to December 1, 2014 at a price equal to the principal amount of the Senior Notes redeemed plus accrued and unpaid interest, if any, to the redemption date plus the Make-Whole Premium. The “Make-Whole Premium” is defined as the greater of (1) 1% of the principal amount of the Senior Notes being redeemed and (2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of the Senior Notes being redeemed at December 1, 2014 plus (ii) all remaining required interest payments due on such Senior Notes through December 1, 2014 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate plus 50 basis points over (b) the then outstanding principal amount of the Senior Notes being redeemed.

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After December 1, 2014, Operations may redeem the Senior Notes at the redemption prices (expressed as percentages of principal amount) listed below plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the twelve month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2014	105.000%
2015	102.500%
2016 and thereafter	100.000%

General Electric Capital Corporation—In July 2008, we entered into a secured mortgage loan with General Electric Capital Corporation (“GECC”) for $32.0 million with an original maturity of July 2011. During the fiscal year ended December 27, 2011, we extended the term of the loan to July 2012. Effective August 1, 2012, under the First Amendment to the loan agreement with GECC, the maturity extended to November 2015 with two additional twelve month options to extend through November 2017 upon satisfaction of certain conditions. As of December 31, 2013, we expect to meet the required conditions and currently intend to extend the loan with GECC to November 2017. The loan is collateralized by the assets of two golf and country clubs. As part of the August 1, 2012 amendment, the interest rate was changed from 3.25% plus 30 day LIBOR to 5% plus the greater of three month LIBOR or 1%.

Atlantic Capital Bank—In October 2010, we entered into a new mortgage loan with Atlantic Capital Bank for $4.0 million of debt maturing in 2015 with twenty-five year amortization. The loan is collateralized by the assets of one golf and country club and the loan provides for variable interest rates based on 30 day LIBOR.

BancFirst—In connection with the acquisition of Oak Tree Country Club in May 2013, we assumed a mortgage loan with BancFirst for $5.0 million. The loan has an original maturity of October 2014 and two twelve month options to extend the maturity through October 2016 upon satisfaction of certain conditions in the loan agreement. As of December 31, 2013, we expect to meet the required conditions and currently intend to extend the loan with BancFirst to October 2016. The loan is collateralized by the assets of one golf and country club with an interest rate equal to the greater of 4.5% or the prime rate.

As of December 31, 2013, other debt and capital leases totaled $40.4 million.

The following table present our interest expense for the fiscal year endedDecember 31, 2013:

	Fiscal Year Ended
	December 31, 2013
	(dollars in thousands)
Interest expense related to:
Interest related to funded debt (1)	$	57,136
Capital leases and other indebtedness (2)	1,736
Amortization and write-off of debt issuance costs	2,753
Notes payable related to certain Non-Core Development Entities	1,083
Accretion of discount on member deposits	20,961
Total Interest expense	$	83,669

_______________________

(1) Interest expense related to funded debt includes interest on the Senior Notes, the securities and borrowing under the Secured Credit Facilities, and mortgage loans with General Electric Capital Corporation, Atlantic Capital Bank and BancFirst.

(2) Includes interest expense on capital leases and other indebtedness (which includes other mortgage loans not included in funded debt above) offset by capitalized interest.

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Off-Balance Sheet Arrangements, Contractual Obligations and Commercial Commitments

We are not aware of any off-balance sheet arrangements as of December 31, 2013. The following tables summarize our total contractual obligations and other commercial commitments and their respective payment or commitment expiration dates by year as of December 31, 2013:

Contractual Obligations

	Payments due by Period
	Total		Less than one year		1 - 3 years		3 - 5 years		More than five years
	(dollars in thousands)
Long-term debt (1)	$	623,988	$	1,714	$	9,298	$	298,965	$	314,011
Interest on long-term debt (2)	223,109		41,556		83,188		79,048		19,317
Capital lease obligations	25,691		9,853		13,181		2,657		—
Membership initiation deposits (3)	316,364		112,212		36,222		26,484		141,446
Other long-term obligations (4)	17,730		6,475		6,078		1,974		3,203
Operating leases	194,176		19,953		36,450		30,751		107,022
Total contractual cash obligations (5)	$	1,401,058	$	191,763	$	184,417	$	439,879	$	584,999

_______________________

(1) Long-term debt consisted of $301.1 million under the Secured Credit Facilities, $269.8 million of outstanding Senior Notes and $53.1 million of other debt. No amounts were outstanding under the revolving credit facility.

(2) Interest on long-term debt includes interest of 10.0% on our $269.8 million outstanding Senior Notes and interest on our $301.1 million term loan facility equal to the higher of (i) 4.0% or (ii) an elected LIBOR plus a margin of 3.0%. For purposes of this table, we have assumed an interest rate of 4.0% on the term loan facility for all future periods, which is the rate as of December 31, 2013. Interest on long-term debt does not include interest on notes payable related to Non-Core Development Entities. See Note 10 of our audited consolidated financial statements included elsewhere herein.

(3) Represents initiation deposits based on the discounted value of future maturities using our incremental borrowing rate adjusted to reflect a 30‑year time frame. The initiation deposits are refundable on or after the maturity date, subject to satisfaction of contractual conditions. We have redeemed approximately 1.6% of total initiation deposits received as of December 31, 2013. The present value of the initiation deposits received is recorded as a liability on our consolidated balance sheets and accretes over the nonrefundable term using the effective interest method. At December 31, 2013, the gross amount of the initiation deposits recorded as a liability was $708.3 million.

(4) Consists of insurance reserves for general liability and workers’ compensation of $17.7 million, of which $6.5 million is classified as current.

(5) Table excludes obligations for uncertain income tax positions. As of December 31, 2013 and December 25, 2012, we had $56.1 million and $52.7 million, respectively, of unrecognized tax benefits related to uncertain tax positions. Currently, unrecognized tax benefits are not expected to change significantly over the next twelve months, however, we are unable to predict when, and if, cash payments on any of this accrual will be required. We are currently undergoing an IRS audit related to certain components of the tax return for the year ended December 28, 2010, which includes the consummation of the ClubCorp Formation. Should the estimates and judgments used in the ClubCorp Formation prove to be inaccurate, our financial results could be materially affected.

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Commercial Commitments

	Total		Less than one year		1 - 3 years		3 - 5 years		More than five years
	(dollars in thousands)
Standby letters of credit (1)	$	19,550	$	19,550	$	—	$	—	$	—
Capital commitments (2)	9,591		9,591		—		—		—
Total commercial commitments	$	29,141	$	29,141	$	—	$	—	$	—

_______________________

(1) Standby letters of credit are primarily related to security for future estimated claims for workers’ compensation and general liability insurance and collateral for our surety bond program. Our commitment amount for insurance‑related standby letters of credit is gradually reduced as obligations under the policies are paid. See “Contractual Obligations” regarding reserves for workers’ compensation and general liability insurance.

(2) Includes capital commitments at certain clubs to procure assets related to future construction for capital projects.

Inflation

To date, inflation has not had a significant impact on our operations. As operating costs and expenses increase, we generally attempt to offset the adverse effect through price adjustments that we believe to be in line with industry standards. However, we are subject to the risk operating costs will increase to a point in which we would be unable to offset such increases with raised dues, fees and/or prices without negatively affecting demand. In addition to inflation, factors that could cause operating costs to rise include, among other things, increased labor costs, lease payments at our leased facilities, energy costs and property taxes.

Critical Accounting Policies and Estimates

The process of preparing financial statements in conformity with GAAP requires us to use estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes included elsewhere in this report. We base these estimates and assumptions upon the best information available to us at the time the estimates or assumptions are made. Accordingly, our actual results could differ materially from our estimates. The most significant estimates made by management include the expected life of an active membership used to amortize initiation fees and deposits, our incremental borrowing rate used to accrete membership initiation deposit liabilities, assumptions and judgments used in estimating unrecognized tax benefits relating to uncertain tax positions, and inputs for impairment testing of goodwill, intangibles and long-lived assets. A full description of all our significant accounting policies is included in Note 2 of the audited consolidated financial statements included elsewhere herein.

Revenue Recognition

Revenues from club operations, food and beverage and merchandise sales are recognized when the service is provided and are reported net of sales taxes. Revenues from membership dues are generally billed monthly and recognized in the period earned. The monthly dues are expected to cover the cost of providing membership services and are generally adjusted annually depending on national, regional or local economic conditions, which could limit our ability to increase revenues from membership dues.

At a majority of our private clubs, members are expected to pay an initiation fee or deposit upon their acceptance as a member to the club. These initiation fees and deposits vary in amount based on a variety of factors such as the supply and demand for our services in each particular market, number of golf courses or breadth of amenities available to the members and the prestige of the club. In general, initiation fees are not refundable, whereas initiation deposits are not refundable until after a fixed number of years (generally 30) and the satisfaction of contract-specific conditions. We recognize revenue related to initiation fees over the expected life of an active membership. For initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized as revenue over the expected life of an active membership.

The present value of the refund obligation is recorded as an initiation deposit liability in our consolidated balance sheet and accretes over the nonrefundable term using the effective interest method with an interest rate defined as our incremental borrowing rate at the time the initiation deposit was paid adjusted to reflect the life of the maturity, which is generally a 30-year time frame.

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Expected Life of an Active Membership

The determination of the expected lives of active memberships is a critical estimate in the recognition of revenues associated with initiation fees and deposits. The expected lives of active memberships are calculated annually, using historical attrition rates to determine the expected lives of active memberships. Periods in which attrition rates differ significantly from enrollment rates could have a material effect on our consolidated financial statements by decreasing or increasing the expected lives of active memberships, which in turn would affect the length of time over which we recognize initiation fee and deposit revenues.

Impairment of Long-Lived Assets

Long-lived assets to be held and used and to be disposed of are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For assets to be held and used, we perform a recoverability test to determine if the future undiscounted cash flows over our expected holding period for the property exceed the carrying amount of the assets of the property in question. If the recoverability test is not met, the impairment is determined by comparing the carrying value of the property to its fair value which may be approximated by using future discounted cash flows using a risk-adjusted discount rate. Future cash flows of each property are determined using management’s projections of the performance of a given property based on its past performance and expected future performance, local operations and other factors both within our control and out of our control. Additionally, throughout the impairment evaluation process, we consider the impact of recent property appraisals when they are available. Actual results that differ from these estimates can generate material differences in impairment charges recorded, and ultimately, net income or loss in our consolidated statements of operations and the carrying value of properties on our consolidated balance sheet. Impairment charges are recorded as a component of operating income or loss in our consolidated statements of operations.

Impairment of Goodwill and Intangible Assets

We classify intangible assets into three categories: (1) intangible assets with finite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite lived intangibles are also evaluated upon the occurrence of such events, but not less than annually. We utilize a three‑tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations.

We test our trade name intangible assets, which are indefinite lived, for impairment annually. We utilize the relief from royalty method to determine the estimated fair value for each trade name which is classified as a Level 3 measurement. The relief from royalty method estimates our theoretical royalty savings from ownership of the intangible asset. Key assumptions used in this model include discount rates, royalty rates, growth rates, sales projections and terminal value rates.

We test our liquor licenses, which are indefinite lived, annually for impairment. We use quoted prices in active markets when they are available (Market Approach), which are considered Level 2 measurements. When quoted prices in active markets are not available, methods used to determine fair value include analysis of the discounted future free cash flows that sales under a liquor license generate (Income Approach), and a comparison to liquor licenses sold in an active market in other jurisdictions (Market Approach). These valuations are considered Level 3 measurements. Key assumptions include future cash flows, discount rates and projected margins, among other factors.

We evaluate goodwill for impairment at the reporting unit level (golf and country clubs and business, sports and alumni clubs), which are the same as our two operating segments. When testing for impairment, we first compare the fair value of our reporting units to the recorded values. Valuation methods used to determine fair value include analysis of the discounted future free cash flows that a reporting unit is expected to generate (Income Approach) and an analysis, which is based upon a comparison of our reporting units to similar companies utilizing a purchase multiple of earnings before interest, taxes, depreciation and amortization (Market Approach). These valuations are considered Level 3 measurements. Key assumptions used in this model include future cash flows, growth rates, discount rates, capital needs and projected margins, among other factors.

If the carrying amount of the reporting units exceeds its fair value, goodwill is considered potentially impaired and a second step is performed to measure the amount of impairment loss. In the second step of the goodwill impairment test, we compare the implied value of the reporting unit’s goodwill with the carrying value of that unit’s goodwill. If the carrying value of the reporting unit’s goodwill exceeds the implied value, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. Accordingly, the fair value of a reporting unit is allocated to the assets and liabilities of that unit, including

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intangible assets, and any excess of the value of the reporting unit over the amounts assigned to its assets and liabilities is the implied value of its goodwill.

We test goodwill for impairment as of the first day of our last fiscal quarter. Based on this analysis, no impairment of goodwill was recorded for all years presented and we are not currently aware of any material events that would cause us to reassess the fair value of our goodwill and trade name intangible assets. Estimates utilized in the future evaluations of goodwill for impairment could differ from estimates used in the current period calculations. Unfavorable future estimates could result in an impairment of goodwill.

The most significant assumptions used in the Income Approach to determine the fair value of our reporting units in connection with impairment testing include: (i) the discount rate, (ii) the expected long-term growth rate and (iii) future cash flows projections. If we used a discount rate that was 50 basis points higher or used an expected long-term growth rate that was 50 basis points lower or used future cash flow projections that were 50 basis points lower in our impairment analysis of goodwill for the fiscal year ended December 31, 2013, it would not have resulted in either reporting unit’s carrying value exceeding its fair value. In addition, future changes in market conditions will impact estimates used in the Market Approach and could result in an impairment of goodwill. The estimated fair values of our golf and country clubs and business, sports and alumni clubs reporting units both exceeded their carrying values by approximately 42% and 20%, respectively.

As of December 31, 2013 and December 25, 2012, we had $113.1 million and $113.1 million, respectively, of goodwill allocated to the golf and country club segment and $145.4 million and $145.4 million, respectively, of goodwill allocated to the business, sports and alumni clubs segment.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recognized. Judgment is required in addressing the future tax consequences of events that have been recognized in our financial statements or tax returns (e.g., realization of deferred tax assets, changes in tax laws or interpretations thereof). A change in the assessment of the outcomes of such matters could materially impact our consolidated financial statements. We may be liable for proposed tax liabilities and the final amount of taxes paid may exceed the amount of applicable reserves, which could reduce our profits.

We recognize the tax benefit from an uncertain tax position only if it is “more likely than not” that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. If the position drops below the “more likely than not” standard, the benefit can no longer be recognized. Assumptions, judgment and the use of estimates are required in determining if the “more likely than not” standard has been met when developing the provision for income taxes. We recognize accrued interest and penalties related to uncertain tax positions as a component of income tax expense.

As of December 31, 2013 and December 25, 2012, we have recorded $56.1 million and $52.7 million, respectively, of unrecognized tax benefits related to uncertain tax positions, including interest and penalties, which are included in other liabilities in the consolidated balance sheets. The majority of unrecognized tax benefits relates to cancellation of indebtedness income stemming from the 2010 ClubCorp Formation and related debt restructuring transactions. The calculation of the cancellation of indebtedness income recognized in connection with the ClubCorp Formation was complex and involved significant judgments and interpretations on our part, including the valuation of assets held at such time. If we were to prevail on all uncertain tax positions, the net effect would be an income tax benefit of approximately $44.0 million, exclusive of any benefits related to interest and penalties.

Holdings files income tax returns in the U.S. federal jurisdiction, numerous state jurisdictions and in two foreign jurisdictions. We are currently undergoing an IRS audit of certain components of the tax return for the year ended December 28, 2010, which includes the debt restructuring transactions and related cancellation of indebtedness income amounts. In addition, certain of our foreign subsidiaries are under audit in Mexico for the 2008 and 2009 tax years. It is likely that within the next 12 months our unrecognized tax benefits will be impacted by the resolution of some or all of the matters currently under audit by the U.S. and Mexican taxing authorities. However, as audit outcomes and the timing of audit resolutions are subject to significant uncertainty, and given the nature and complexity of the issues involved, we are unable to reasonably estimate the possible amount of change in the unrecognized tax benefits, if any, that may occur within the next 12 months as a result of the above examinations. Nevertheless, we believe we are adequately reserved for our uncertain tax positions as of December 31, 2013.

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Equity-based compensation

We measure the cost of employee services rendered in exchange for equity-based compensation based upon the grant date fair market value in accordance with GAAP. The value is recognized over the requisite service period, which is generally the vesting period. Calculating equity-based compensation expense requires the input of subjective assumptions. The fair market value of each award is calculated using inputs such as the market price of our common stock or, prior to our IPO, a valuation approach using: (i) an analysis of the discounted future free cash flows ClubCorp is expected to generate (Income Approach) and (ii) an analysis comparing ClubCorp to similar companies utilizing a purchase multiple of earnings before interest, taxes, depreciation and amortization (Market Approach). No equity-based compensation expense was recognized prior to the consummation of our IPO as the awards were contingent on the satisfaction of a liquidity condition or event. Subsequent to our IPO, this fair market value is recognized into expense using an accelerated attribution method over the requisite service period.

Recently Issued Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-02 (“ASU 2013-02”), Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The update clarifies how to report the effect of significant reclassifications out of accumulated other comprehensive income. ASU 2013-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012 and is to be applied prospectively. Our adoption of this ASU in the first quarter of 2013 did not materially change the presentation of our consolidated financial statements.

In February 2013, the FASB issued Accounting Standards Update No. 2013-04 (“ASU 2013-04”), Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed as the Reporting Date. ASU No. 2013-04 requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in the update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-04 is not expected to have a material impact on our consolidated financial statements.

In July 2013, the FASB issued Accounting Standards Update No. 2013-11 (“ASU 2013-11”), Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU No. 2013-11 clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on our consolidated financial statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 

Interest Rate Risk

Operations indebtedness consists of both fixed and variable rate debt facilities. As of December 31, 2013, the interest rate on Operations term loan facility was the higher of (i) 4.0% “Floor” or (ii) an elected LIBOR plus a margin of 3.0%. Therefore, the term loan facility is effectively subject to a 4.0% Floor until LIBOR exceeds 1.0%. As of March 14, 2014, the three month LIBOR was 0.23%, which is below 1.0%, such that a hypothetical 0.5% increase in LIBOR would not result in an increase in interest expense.

Foreign Currency Exchange Risk

Our investments in foreign economies include three golf properties in Mexico and one business club in China. We translate foreign currency denominated amounts into U.S. dollars and we report our consolidated financial results of operations

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in U.S. dollars. Because the value of the U.S. dollar fluctuates relative to other currencies, revenues that we generate or expenses that we incur in other currencies could increase or decrease our revenues or expenses as reported in U.S. dollars. Total foreign currency denominated revenues and expenses comprised less than 1.0% of our consolidated revenues and expenses, respectively, for the fiscal year endedDecember 31, 2013.

Fluctuations in the value of the U.S. dollar relative to other currencies could also increase or decrease foreign currency transaction gains and losses which are reflected as a component of club operating costs. Total foreign currency transaction losses for the fiscal year endedDecember 31, 2013 totaled less than $0.1 million.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
	Page
Audited Consolidated Financial Statements
Report of independent registered public accounting firm	73
Consolidated statements of operations and comprehensive loss for the fiscal years ended December 31, 2013, December 25, 2012 and December 27, 2011	74
Consolidated balance sheets as of December 31, 2013 and December 25, 2012	75
Consolidated statements of cash flows for the fiscal years ended December 31, 2013, December 25, 2012 and December 27, 2011	76
Consolidated statements of changes in equity for the fiscal years ended December 31, 2013, December 25, 2012 and December 27, 2011	77
Notes to consolidated financial statements	78
Schedule I—Registrant's condensed financial statements	108

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of

ClubCorp Holdings, Inc.

Dallas, Texas

We have audited the accompanying consolidated balance sheets of ClubCorp Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2013 and December 25, 2012, and the related consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for each of the three years in the period ended December 31, 2013. Our audits also included the financial statement schedules listed in the Index at Item 15. These financial statements and financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of ClubCorp Holdings, Inc. and subsidiaries as of December 31, 2013 and December 25, 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

Dallas, Texas

March 21, 2014

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CLUBCORP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Fiscal Years EndedDecember 31, 2013, December 25, 2012 and December 27, 2011

(In thousands of dollars, except per share amounts)

	2013			2012			2011
REVENUES:
Club operations	$	579,751		$	535,274		$	513,282
Food and beverage	231,673			216,269			203,508
Other revenues	3,656			3,401			3,172
Total revenues	815,080			754,944			719,962
DIRECT AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Club operating costs exclusive of depreciation (includes $4,592, $0 and $0 related to equity-based compensation expense in 2013, 2012 and 2011, respectively)	527,787			483,653			468,577
Cost of food and beverage sales exclusive of depreciation	74,607			68,735			64,256
Depreciation and amortization	72,073			78,286			93,035
Provision for doubtful accounts	3,483			2,765			3,350
Loss on disposals of assets	8,122			10,904			9,599
Impairment of assets	6,380			4,783			1,173
Equity in earnings from unconsolidated ventures	(2,638		)	(1,947		)	(1,487		)
Selling, general and administrative (includes $9,625, $0 and $0 related to equity-based compensation expense in 2013, 2012 and 2011, respectively)	64,073			45,343			52,382
OPERATING INCOME	61,193			62,422			29,077
Interest and investment income	345			1,212			138
Interest expense	(83,669		)	(89,369		)	(84,746		)
Loss on extinguishment of debt	(16,856		)	—			—
Other income	—			2,132			3,746
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(38,987		)	(23,603		)	(51,785		)
INCOME TAX (EXPENSE) BENEFIT	(1,681		)	7,528			16,421
LOSS FROM CONTINUING OPERATIONS	(40,668		)	(16,075		)	(35,364		)
Loss from discontinued clubs, net of income tax (expense) benefit of $(3), $2,669 and $(152) in 2013, 2012 and 2011, respectively	(12		)	(10,917		)	(258		)
NET LOSS	(40,680		)	(26,992		)	(35,622		)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(212		)	(283		)	(575		)
NET LOSS ATTRIBUTABLE TO CLUBCORP	$	(40,892	)	$	(27,275	)	$	(36,197	)
NET LOSS	$	(40,680	)	$	(26,992	)	$	(35,622	)
Foreign currency translation, net of tax	(398		)	1,890			(2,105		)
OTHER COMPREHENSIVE (LOSS) INCOME	(398		)	1,890			(2,105		)
COMPREHENSIVE LOSS	(41,078		)	(25,102		)	(37,727		)
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(212		)	(283		)	(575		)
COMPREHENSIVE LOSS ATTRIBUTABLE TO CLUBCORP	$	(41,290	)	$	(25,385	)	$	(38,302	)
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC	54,172			50,570			50,570
WEIGHTED AVERAGE SHARES OUTSTANDING, DILUTED	54,603			50,570			50,570
EARNINGS PER COMMON SHARE, BASIC:
Loss from continuing operations attributable to ClubCorp	$	(0.75	)	$	(0.32	)	$	(0.71	)
Loss from discontinued clubs attributable to ClubCorp	$	—		$	(0.22	)	$	(0.01	)
Net loss attributable to ClubCorp	$	(0.75	)	$	(0.54	)	$	(0.72	)
EARNINGS PER COMMON SHARE, DILUTED:
Loss from continuing operations attributable to ClubCorp	$	(0.75	)	$	(0.32	)	$	(0.71	)
Loss from discontinued clubs attributable to ClubCorp	$	—		$	(0.22	)	$	(0.01	)
Net loss attributable to ClubCorp	$	(0.75	)	$	(0.54	)	$	(0.72	)

See accompanying notes to consolidated financial statements

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CLUBCORP HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

As of December 31, 2013 and December 25, 2012

(In thousands of dollars, except share and per share amounts)

	2013			2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	53,781		$	81,965
Receivables, net of allowances of $3,666 and $2,626 at December 31, 2013 and December 25, 2012, respectively	83,161			51,590
Inventories	15,819			14,361
Prepaids and other assets	13,339			12,199
Deferred tax assets	10,403			8,076
Total current assets	176,503			168,191
Investments	8,032			11,166
Property and equipment, net (includes $9,347 and $9,870 related to VIEs at December 31, 2013 and December 25, 2012, respectively)	1,234,903			1,223,539
Notes receivable, net of allowances of $724 and $563 at December 31, 2013 and December 25, 2012, respectively	4,756			3,183
Goodwill	258,459			258,459
Intangibles, net	27,234			31,958
Other assets	26,330			24,051
TOTAL ASSETS	$	1,736,217		$	1,720,547
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt	$	11,567		$	24,988
Membership initiation deposits - current portion	112,212			91,398
Accounts payable	26,764			27,670
Accrued expenses	36,772			35,989
Accrued taxes	20,455			16,678
Other liabilities	79,300			52,915
Total current liabilities	287,070			249,638
Long-term debt (includes $13,157 and $13,408 related to VIEs at December 31, 2013 and December 25, 2012, respectively)	638,112			768,369
Membership initiation deposits	204,152			202,630
Deferred tax liability	210,989			207,790
Other liabilities (includes $21,233 and $20,220 related to VIEs at December 31, 2013 and December 25, 2012, respectively)	157,944			149,038
Total liabilities	1,498,267			1,577,465
Commitments and contingencies (See Note 15)
EQUITY
Common stock of ClubCorp Holdings, Inc., $0.01 par value, 200,000,000 shares authorized; 63,789,730 and 50,569,730 issued and outstanding at December 31, 2013 and December 25, 2012, respectively	638			506
Additional paid-in capital	320,274			184,460
Accumulated other comprehensive loss	(1,070		)	(672		)
Retained deficit	(92,669		)	(51,777		)
Total stockholders’ equity	227,173			132,517
Noncontrolling interests in consolidated subsidiaries and variable interest entities	10,777			10,565
Total equity	237,950			143,082
TOTAL LIABILITIES AND EQUITY	$	1,736,217		$	1,720,547

See accompanying notes to consolidated financial statements

75

CLUBCORP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Fiscal Years EndedDecember 31, 2013, December 25, 2012 and December 27, 2011

(In thousands of dollars)

	2013			2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(40,680	)	$	(26,992	)	$	(35,622	)
Adjustments to reconcile net loss to cash flows from operating activities:
Depreciation	69,211			68,780			68,941
Amortization	2,863			9,829			24,973
Asset impairments	6,380			4,926			1,273
Bad debt expense	3,502			2,793			3,435
Equity in earnings from unconsolidated ventures	(2,638		)	(1,947		)	(1,487		)
Distribution from investment in unconsolidated ventures	4,699			3,882			4,872
Loss on disposals of assets	8,121			22,208			9,627
Amortization and write-off of debt issuance costs	5,084			2,033			1,915
Accretion of discount on member deposits	20,961			24,596			18,281
Amortization of surface rights bonus revenue	—			(1,823		)	(3,750		)
Amortization of above and below market rent intangibles	141			281			233
Equity-based compensation	14,217			—			—
Redemption premium payment included in loss on extinguishment of debt	14,525			—			—
Net change in deferred tax assets and liabilities	(4,548		)	(14,207		)	(20,480		)
Net change in prepaid expenses and other assets	(2,849		)	(532		)	607
Net change in receivables and membership notes	(26,925		)	1,859			2,874
Net change in accounts payable and accrued liabilities	(815		)	4,254			9,094
Net change in other current liabilities	26,548			1,940			(12,708		)
Net change in other long-term liabilities	(4,104		)	(4,992		)	2,536
Net cash provided by operating activities	93,693			96,888			74,614
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(59,541		)	(54,208		)	(47,940		)
Acquisitions of clubs	(15,620		)	(3,570		)	(22,756		)
Proceeds from dispositions	1,419			8,002			551
Proceeds from insurance	—			2,228			—
Net change in restricted cash and capital reserve funds	(59		)	230			(282		)
Return of capital in equity investments	1,073			—			486
Net cash used in investing activities	(72,728		)	(47,318		)	(69,941		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt	(170,937		)	(14,830		)	(12,884		)
Proceeds from new debt borrowings	10,713			—			—
Redemption premium payment	(14,525		)	—			—
Purchase of interest rate cap agreement	—			(57		)	—
Debt issuance and modification costs	(7,872		)	(917		)	(2,276		)
Distribution to owners	(35,000		)	—			—
Contribution from owners	—			—			3,197
Proceeds from issuance of common stock in Holdings' initial public offering, net of underwriting discounts and commissions	173,250			—			—
Equity offering costs	(4,349		)	—			—
Distribution to noncontrolling interests	—			(942		)	—
Proceeds from new membership initiation deposits	1,042			851			423
Repayments of membership initiation deposits	(1,421		)	(3,016		)	(358		)
Net cash used in financing activities	(49,099		)	(18,911		)	(11,898		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(50		)	826			951
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(28,184		)	31,485			(6,274		)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	81,965			50,480			56,754
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	53,781		$	81,965		$	50,480
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest	$	61,441		$	66,932		$	61,007
Cash paid during the year for income taxes	$	3,187		$	4,089		$	14,080
Non-cash investing and financing activities are as follows:
Capital lease	$	11,342		$	10,799		$	14,942
Capital accruals	$	1,790		$	1,092		$	1,070
Leasehold improvements	$	—		$	442		$	370
Contributions from owners	$	—		$	—		$	1,058
Distribution declared payable to owners	$	7,654		$	—		$	—
Distribution related to utilization of certain deferred tax benefits recorded in connection with the ClubCorp Formation	$	4,518		$	—		$	—
Debt assumed with asset acquisition	$	4,954		$	—		$	—

See accompanying notes to consolidated financial statements

76

CLUBCORP HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Fiscal Years EndedDecember 31, 2013, December 25, 2012 and December 27, 2011

(In thousands of dollars, except share amounts) 

	Shares of Common Stock	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Retained  Equity (Deficit)			Noncontrolling Interests in Consolidated Subsidiaries			Total
BALANCE - December 28, 2010	50,569,730	$	506	$	180,205		$	(457	)	$	11,695		$	10,649		$	202,598
Contribution from owners attributable to the ClubCorp Formation	—	—		4,255			—			—			—			4,255
Net (loss) income	—	—		—			—			(36,197		)	575			(35,622		)
Other comprehensive loss	—	—		—			(2,105		)	—			—			(2,105		)
BALANCE - December 27, 2011	50,569,730	$	506	$	184,460		$	(2,562	)	$	(24,502	)	$	11,224		$	169,126
Net (loss) income	—	—		—			—			(27,275		)	283			(26,992		)
Other comprehensive income	—	—		—			1,890			—			—			1,890
Distributions to noncontrolling interests	—	—		—			—			—			(942		)	(942		)
BALANCE - December 25, 2012	50,569,730	$	506	$	184,460		$	(672	)	$	(51,777	)	$	10,565		$	143,082
Distributions to owners	—	—		(35,000		)	—			—			—			(35,000		)
Proceeds from issuance of common stock in Holdings' initial public offering, net of underwriting discounts, commissions and other offering costs	13,200,000	132		168,769			—			—			—			168,901
Issuance of restricted stock	20,000	—		—			—			—			—			—
Distributions to owners declared, but unpaid	—	—		(7,654		)	—			—			—			(7,654		)
Equity-based compensation expense	—	—		14,217			—			—			—			14,217
Distribution related to utilization of certain deferred tax benefits recorded in connection with the ClubCorp Formation	—	—		(4,518		)	—			—			—			(4,518		)
Net (loss) income	—	—		—			—			(40,892		)	212			(40,680		)
Other comprehensive loss	—	—		—			(398		)	—			—			(398		)
BALANCE - December 31, 2013	63,789,730	$	638	$	320,274		$	(1,070	)	$	(92,669	)	$	10,777		$	237,950

 See accompanying notes to consolidated financial statements

77

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(dollar amounts in thousands, unless otherwise indicated)

1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS

ClubCorp Holdings, Inc. (“Holdings”) and its wholly owned subsidiaries CCA Club Operations Holdings, LLC (“Operations' Parent”) and ClubCorp Club Operations, Inc. (“Operations”, together with Holdings and Operations' Parent, “ClubCorp”) were formed on November 10, 2010, as part of a reorganization (“ClubCorp Formation”) of ClubCorp, Inc. (“CCI”), which was effective as of November 30, 2010, for the purpose of operating and managing golf and country clubs, business, sports and alumni clubs. ClubCorp has two reportable segments (1) golf and country clubs and (2) business, sports and alumni clubs. As of December 31, 2013, the majority of Holdings' common stock is owned by Fillmore CCA Investment, LLC (“Fillmore”), which is wholly owned by an affiliate of KSL Capital Partners, LLC (“KSL”), a private equity fund that invests primarily in the hospitality and leisure business. ClubCorp, together with its subsidiaries, may be referred to as “we”, “us”, “our”, or the “Company”.

On September 25, 2013, Holdings completed an initial public offering (our “IPO”) in which we sold 13,200,000 shares of common stock. The offering generated net proceeds to Holdings of approximately $168.9 million after deducting underwriting discounts and commissions and equity-offering costs. Holdings subsequently contributed the net proceeds to Operations.

We own or lease and consolidate 96 golf and country clubs in the United States and Mexico and 44 business, sports and alumni clubs throughout the United States. We consolidate five golf and country club joint ventures, located in the United States, for which we are deemed to be the primary beneficiary. We have joint venture ownership in one golf and country club and one business, sports, and alumni club, both in the United States, which we do not consolidate. We manage three golf and country clubs in the United States, and manage four business, sports and alumni clubs in the United States and China.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation—The consolidated financial statements reflect the consolidated operations of ClubCorp, its subsidiaries and certain variable interest entities (“VIEs”). The consolidated financial statements presented herein reflect our financial position, results of operations, cash flows and changes in equity in conformity with accounting principles generally accepted in the United States, or “GAAP”. All intercompany accounts have been eliminated.

Fiscal Year—Our fiscal year consists of a 52/53 week period ending on the last Tuesday of December. For 2013, the fiscal year is comprised of the 53 weeks ended December 31, 2013. For 2012 and 2011, the fiscal years are comprised of the 52 weeks ended December 25, 2012 and December 27, 2011, respectively.

Use of Estimates—The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from such estimated amounts.

Revenue Recognition—Revenues from club operations, food and beverage and merchandise sales are recognized at the time of sale or when the service is provided and are reported net of sales taxes.

Revenues from membership dues are generally billed monthly and recognized in the period earned. The monthly dues are expected to cover the cost of providing membership services.

At a majority of our private clubs, members are expected to pay an initiation fee or deposit upon their acceptance as a member to the club. In general, initiation fees are not refundable, whereas initiation deposits sold are not refundable until a fixed number of years (generally 30) after the date of acceptance of a member. We recognize revenue related to membership initiation fees and deposits over the expected life of an active membership. For membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized within club operations revenue on the consolidated statements of operations over the expected life of an active membership. The present value of the refund obligation is recorded as a membership initiation deposit liability in the consolidated balance sheets and accretes over the nonrefundable term using the effective interest method with an interest rate defined as our incremental borrowing rate adjusted to reflect a 30-year time frame. The accretion is included in interest expense.

The majority of membership initiation fees sold are not refundable and are deferred and recognized within club operations revenue on the consolidated statements of operations over the expected life of an active membership.

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Membership initiation fees and deposits recognized within club operations revenue on the consolidated statements of operations was $17.7 million, $16.3 million and $13.1 million for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively.

Cash Equivalents—We consider investments with an original maturity of three months or less to be cash equivalents.

Allowance for Doubtful Accounts—The allowance for doubtful accounts is established and maintained based on our best estimate of accounts receivable collectability. Management estimates collectability by specifically analyzing known troubled accounts, accounts receivable aging and other historical factors that affect collections. Such factors include the historical trends of write-offs and recovery of previously written-off accounts, the financial strength of the member and projected economic and market conditions.

The evaluation of these factors involves subjective judgments and changes in these factors may significantly impact the consolidated financial statements. The table below shows the changes in our allowance for doubtful accounts balance:

	2013			2012			2011
Beginning allowance	$	2,626		$	3,586		$	3,594
Bad debt expense, excluding portion related to notes receivable	3,502			2,907			3,052
Write offs	(2,462		)	(3,867		)	(3,060		)
Ending allowance	$	3,666		$	2,626		$	3,586

Inventories—Inventories, which consist primarily of food and beverages and merchandise held for resale, are stated at the lower of cost (weighted average cost method) or market. Losses on obsolete or excess inventory are not material.

Variable Interest Entities—We consolidate any VIEs for which we are deemed to be the primary beneficiary. See Note 3.

Investments—Investments in unconsolidated affiliates over which we exercise significant influence, but do not control, are accounted for by the equity method. Investments in unconsolidated affiliates over which we are not able to exercise significant influence are accounted for under the cost method. See Note 4.

Property and Equipment, Net—Property and equipment is recorded at cost, including interest incurred during construction periods. We capitalize costs that both materially add value and appreciably extend the useful life of an asset. With respect to golf course improvements (included in land improvements), only costs associated with original construction, complete replacements, or the addition of new trees, sand traps, fairways or greens are capitalized. All other related costs are expensed as incurred. For building improvements, only costs that extend the useful life of the building are capitalized; repairs and maintenance are expensed as incurred. Internal use software development costs are capitalized and amortized on a straight-line basis over the expected benefit period. The unamortized balance of internal use software totaled $4.3 million and $4.5 million at December 31, 2013 and December 25, 2012, respectively. See Note 6.

Depreciation is calculated using the straight-line method based on the following estimated useful lives:

Depreciable land improvements	5	-	20 years
Building and recreational facilities	20	-	40 years
Machinery and equipment	3	-	10 years
Leasehold improvements	1	-	40 years
Furniture and fixtures	3	-	10 years

Leasehold improvements are amortized over the shorter of the term of the respective leases or their useful life using the straight-line method.

Notes Receivable, Net of Allowances—Notes receivable reflect amounts due from our financing of membership initiation fees and deposits and typically range from one to six years in original maturity. We recognize interest income as earned and provide an allowance for doubtful accounts. This allowance is based on factors including the historical trends of write-offs and recoveries, the financial strength of the member and projected economic and market conditions.

79

Goodwill and Other Intangibles, Net—We classify intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. Intangibles specifically related to an individual property are recorded at the property level. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives as reflected in Note 7.

We assess the recoverability of the carrying value of goodwill and other indefinite lived intangibles annually on the first day of the fourth quarter or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. Goodwill impairment is determined by comparing the fair value of a reporting unit to its carrying amount with an impairment being recognized only where the fair value is less than carrying value. See Note 7.

Impairment of Long-Lived Assets—We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through future cash flows. For assets to be held and used, we perform a recoverability test to determine if the future undiscounted cash flows over the expected holding period for the property exceed the carrying amount of the assets of the property in question. If the recoverability test is not met, the impairment is determined by comparing the carrying value of the property to its fair value which may be approximated by using future discounted cash flows using a risk-adjusted discount rate. Future cash flows of each property are determined using management’s projections of the performance of a given property based on its past performance and expected future performance, local operations and other factors both in the Company’s control and out of the Company’s control. Additionally, throughout the impairment evaluation process, we consider the impact of recent property appraisals when they are available. If actual results differ from these estimates, additional impairment charges may be required. As discussed in Note 5, GAAP establishes a three‑tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The fair value calculations associated with these valuations are classified as Level 3 measurements under GAAP.

Insurance Reserves—We have established insurance programs to cover exposures above predetermined deductibles for certain insurable risks consisting primarily of physical loss to property, workers’ compensation, employee healthcare, and comprehensive general and auto liability. Insurance reserves are developed by the Company, using the assistance of a third-party actuary and consideration of our past claims experience, including both the frequency and settlement of claims.

Advertising Expense—We market our clubs through advertising and other promotional activities. Advertising expense is charged to income during the period incurred. Advertising expense totaled $5.8 million, $5.5 million and $6.0 million for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively.

Foreign Currency—The functional currency of our entities located outside the United States of America is the local currency. Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the current exchange rate in effect at period-end. All foreign income and expenses are translated at the monthly weighted-average exchange rates during the year. Translation gains and losses are reported separately, net of tax of $0.0 million for all years presented, as a component of comprehensive loss, until realized. No translation gains or losses have been reclassified into earnings for the fiscal years endedDecember 31, 2013, December 25, 2012 or December 27, 2011. Realized foreign currency transaction gains and losses are reflected in the consolidated statements of operations and comprehensive loss in club operating costs.

Income Taxes—Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recognized.

We recognize the tax benefit from an uncertain tax position only if it is “more likely than not” that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. If the position drops below the “more likely than not” standard, the benefit can no longer be recognized. Assumptions, judgment and the use of estimates are required in determining if the “more likely than not” standard has been met when developing the provision for income taxes. We recognize accrued interest and penalties related to uncertain tax positions as a component of income tax expense.

Interest and Investment Income—Interest and investment income is comprised principally of interest on notes receivable and cash deposits held by financial institutions.

Leases—We lease operating facilities under agreements with terms up to 99 years. These agreements normally provide for minimum rentals plus executory costs. Some of the agreements provide for scheduled rent increases during the lease term, as well as provisions for renewal options. Rent expense is recognized on a straight-line basis over the term of the lease from the time at which we take control of the property. Renewal options determined to be reasonably assured are also included in the

80

lease term. In some cases, we must pay contingent rent generally based on a percentage of gross receipts or positive cash flow as defined in the lease agreements.

Some of our lease agreements contain tenant allowances. Upon receipt of such allowances, we record a deferred rent liability in other liabilities on the consolidated balance sheets. The allowances are then amortized on a straight-line basis over the remaining terms of the corresponding leases as a reduction of rent expense.

Equity-Based Awards—Equity-based unit awards were previously issued under a Management Profits Interest Program (“MPI”) which constituted grants of time-vesting non-voting profits interests in Fillmore. These awards entitled participants to participate in the appreciation of the value of Fillmore above an applicable threshold and thereby share in its future profits. Fillmore converted previously issued Class B units into Class A units, subject to remaining vesting periods, in connection with the ClubCorp Formation.

MPI participants could receive a distribution upon the occurrence of a liquidity event or upon the declaration of a distribution or dividend payment, in each case in accordance with the terms of the distribution “waterfall” set forth in Fillmore’s Second Amended and Restated LLC Agreement. Because the distributions would be contingent on the value of the Company at the time of such liquidity event, distribution, or dividend payment, no expense was recognized relating to such awards until the consummation of our IPO on September 25, 2013, at which time the MPI participants, including our executives, employees, directors and consultants surrendered all Class A units (including Converted Units) and Class C units held by them in exchange for an aggregate of 2,251,027 shares of Holdings' common stock previously held by Fillmore, a portion of which are restricted, subject to remaining time vesting requirements. The number of shares of our common stock delivered to our NEOs was determined in a manner intended to equate the aggregate fair value of such shares at our IPO offering price to the aggregate fair value of the NEOs’ Class A units and Class C units immediately prior to the conversion, based on the relative fair value priorities applicable to various classes of Fillmore's Class A units and Class C units.

The ClubCorp Holdings, Inc. 2012 Stock Award Plan, which was amended and restated as of August 14, 2013 (the “Stock Plan”) provides for an aggregate amount of no more than 4,000,000 shares of common stock to be available for awards. The Stock Plan provides for the grant of stock options, restricted stock awards, restricted stock units, performance-based awards and other equity-based incentive awards. To date, we have granted restricted stock awards and restricted stock units (“RSUs”) under the Stock Plan. As of December 31, 2013, approximately 3.4 million shares of common stock were available for future issuance under the Stock Plan.

On April 1, 2012, Holdings granted 12,552 RSUs to certain executives under the Stock Plan. The RSUs vest based on satisfaction of both a time condition subject to the holders' continued employment and a liquidity condition. The time condition is satisfied with respect to one-third of the RSUs on each of the first three anniversaries of the grant date, subject to the holder remaining employed by us. The liquidity condition is satisfied upon the earlier of a change of control (as defined in the Stock Plan) or after a period of time following the effective date of an initial public offering by us. On March 15, 2014, the required time period following our IPO was satisfied and the liquidity vesting requirement was met, at which time one third of the RSUs granted were converted into shares of our common stock. The remaining RSUs will convert into shares of our common stock upon satisfaction of the remaining time vesting requirements. After giving effect to the 50 for 1 forward stock split and the 1.0113946 for 1 forward stock split (described in Note 16), 613,963 RSUs remain outstanding as of December 31, 2013.

On September 25, 2013, 20,000 shares of restricted common stock, which vest after one year, were issued under the Stock Plan to certain of ClubCorp's directors. No other equity-based awards were granted during the fiscal year ended December 31, 2013.

Subsequent to our IPO, during the fiscal year endedDecember 31, 2013, ClubCorp recorded equity-based compensation expense of $14.2 million ($13.4 million net of tax benefit) related to equity-based awards issued under the MPI and the Stock Plan. No equity-based compensation expense was recorded in the fiscal years ended December 25, 2012 and December 27, 2011. As of December 31, 2013, there was approximately $1.4 million of unrecognized expense, adjusted for estimated forfeitures, related to non-vested, equity-based awards granted to employees, which is expected to be recognized over a weighted average period of approximately 1 year.

Recently Issued Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-02 (“ASU 2013-02”), Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The update clarifies how to report the effect of significant reclassifications out of accumulated other comprehensive income. ASU 2013-02 is effective for fiscal years, and interim periods within those years, beginning after

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December 15, 2012 and is to be applied prospectively. Our adoption of this ASU in the first quarter of 2013 did not materially change the presentation of our consolidated financial statements.

In February 2013, the FASB issued Accounting Standards Update No. 2013-04 (“ASU 2013-04”), Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed as the Reporting Date. ASU No. 2013-04 requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in the update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-04 is not expected to have a material impact on our consolidated financial statements.

In July 2013, the FASB issued Accounting Standards Update No. 2013-11 (“ASU 2013-11”), Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU No. 2013-11 clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on our consolidated financial statements.

3. VARIABLE INTEREST ENTITIES

Consolidated VIEs include three managed golf course properties and certain realty interests which we define as “Non-Core Development Entities”. We have determined we are the primary beneficiary of these VIEs as we have the obligation to absorb the majority of losses from and direct activities of these operations. One of these managed golf course property VIEs is financed through a loan payable of $1.1 million collateralized by assets of the entity totaling $3.9 million as of December 31, 2013. The other managed golf course property VIEs are financed through advances from us. Outstanding advances as of December 31, 2013 total $3.6 million compared to recorded assets of $6.8 million.

The VIE related to certain Non‑Core Development Entities is financed through notes which are payable through cash proceeds related to the sale of certain real estate held by the Non‑Core Development Entities.

 The following summarizes the carrying amount and classification of the VIEs’ assets and liabilities in the consolidated balance sheets as of December 31, 2013 and December 25, 2012, net of intercompany amounts:

	2013			2012
Current assets	$	1,407		$	954
Fixed assets, net	9,347			9,870
Other assets	$	850		$	856
Total assets	$	11,604		$	11,680
Current liabilities	$	1,644		$	1,294
Long-term debt	13,157			13,408
Other long-term liabilities	20,060			19,419
Noncontrolling interest	5,955			6,260
Company capital	(29,212		)	(28,701		)
Total liabilities and equity	$	11,604		$	11,680

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Recourse of creditors to these VIEs is limited to the assets of the VIE entities, which total $11.6 million and $11.7 million at December 31, 2013 and December 25, 2012, respectively.

4. INVESTMENTS

Equity method investments in golf and business club ventures total $1.4 million and $1.3 million at December 31, 2013 and December 25, 2012, respectively, and include two golf club joint ventures and one business club joint venture. Our share of earnings in the equity investments is included in equity in earnings from unconsolidated ventures in the consolidated statements of operations.

During the fiscal year endedDecember 25, 2012, we determined that one of our equity method investments had a decrease in value that was other than temporary. We recognized an impairment loss of $0.7 million during the fiscal year endedDecember 25, 2012 to adjust its carrying amount to its fair value of $1.1 million. See Note 5. We did not recognize any impairment losses related to our equity method investments in the fiscal year endedDecember 31, 2013.

Additionally, we have one equity method investment of 10.2% in Avendra, LLC, a purchasing cooperative of hospitality companies. The carrying value of the investment was $6.2 million and $9.4 million at December 31, 2013 and December 25, 2012, respectively. Our share of earnings in the equity investment is included in equity in earnings from unconsolidated ventures in the consolidated statements of operations. We have contractual agreements with the joint venture to provide procurement services for our clubs for which we received net volume rebates and allowances totaling $3.5 million, $2.9 million and $2.8 million during the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively. The difference between the carrying value of the investment and our share of the equity reflected in the joint venture’s financial statements at the time of the acquisition of CCI by affiliates of KSL was allocated to intangible assets of the joint venture and amortized over approximately 10 years beginning in 2007. The carrying value of these intangible assets was $6.0 million and $8.0 million at December 31, 2013 and December 25, 2012, respectively.

Our equity in net income from the investment described in the preceding paragraph is shown below:

	2013			2012			2011
ClubCorp's equity in net income, excluding amortization	$	4,400		$	3,819		$	3,487
Amortization	(2,008		)	(2,008		)	(2,008		)
ClubCorp's equity in net income	$	2,392		$	1,811		$	1,479

5. FAIR VALUE

GAAP establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:

Level 1—unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company;

Level 2—inputs that are observable in the marketplace other than those inputs classified as Level 1; and

Level 3—inputs that are unobservable in the marketplace and significant to the valuation.

We maximize the use of observable inputs and minimize the use of unobservable inputs. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument is categorized based upon the lowest level of input that is significant to the fair value calculation. We recognize transfers between levels of the fair value hierarchy on the date of the change in circumstances that caused the transfer.

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Fair Value of Financial Instruments

Debt—We estimate the fair value of our debt obligations, excluding capital lease obligations, as follows, as of December 31, 2013 and December 25, 2012:

	2013				2012
	Recorded Value		Fair Value		Recorded Value		Fair Value
Level 2	$	570,856	$	601,775	$	719,575	$	765,744
Level 3	53,132		43,971		49,627		40,169
Total	$	623,988	$	645,746	$	769,202	$	805,913

     All debt obligations are considered Level 3 except for the Senior Notes and the Secured Credit Facilities, as defined in Note 10, which are considered Level 2. We use quoted prices for identical or similar liabilities to value debt obligations classified as Level 2. We use adjusted quoted prices for similar liabilities to value debt obligations classified as Level 3. Key inputs include: 1) the determination that certain other debt obligations are similar, 2) nonperformance risk, and 3) interest rates. Changes or fluctuations in these assumptions and valuations will result in different estimates of value. The use of different techniques to determine the fair value of these debt obligations could result in different estimates of fair value at the reporting date.

The carrying value of other financial instruments including cash, cash equivalents, receivables, notes receivable, accounts payable and other short-term and long-term assets and liabilities approximate their fair values as of December 31, 2013 and December 25, 2012.

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

Our assets and liabilities measured at fair value on a non-recurring basis include equity method investments, property and equipment, mineral rights, goodwill, trade names, liquor licenses, and business combinations. As of December 31, 2013 and December 25, 2012, there were certain assets that were determined to be impaired and therefore the carrying amount of those assets were recorded at their fair value.

The estimated fair values of our assets and liabilities measured at fair value on a non-recurring basis as a result of impairment losses during the years ended December 31, 2013, December 25, 2012, and December 27, 2011 were as follows:

	2013				2012				2011
	Fair Value		Impairment Losses		Fair Value		Impairment Losses		Fair Value		Impairment Losses
Equity method investments	$	—	$	—	$	1,077	$	716	$	—	$	—
Property and equipment	2,028		3,937		368		717		—		—
Other assets - mineral rights	—		—		2,178		2,993		—		—
Intangible assets - trade names	—		—		490		360		1,100		50
Intangible assets - liquor licenses	642		2,443		563		140		1,065		1,223

Equity Method Investments—During the fiscal year endedDecember 25, 2012, we determined that one of our equity method investments had a decrease in value that was other than temporary. We recognized an impairment loss of $0.7 million during the fiscal year endedDecember 25, 2012 to adjust its carrying amount to its fair value of $1.1 million. The valuation method used to determine fair value was based on a third party valuation using inputs that were unobservable in the marketplace. This valuation is considered a Level 3 measurement. See Note 4.

Property and Equipment—We recognized impairment losses to property and equipment of $3.9 million and $0.7 million during the fiscal years endedDecember 31, 2013 and December 25, 2012, respectively, to adjust the carrying amount of certain property and equipment to its fair value of $2.0 million and $0.4 million, respectively, due to continued and projected negative operating results as well as changes in the expected holding period of certain fixed assets. The valuation method used to determine fair value was based on an analysis of discounted future free cash flows using a risk-adjusted discount rate (‘‘Income Approach’’), and based on cost adjusted for economic obsolescence (‘‘Cost Approach’’). The fair value calculations associated with these valuations are classified as Level 3 measurements. See Note 6.

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Mineral Rights—We evaluate these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through future cash flows. During the fiscal year endedDecember 25, 2012, we recognized an impairment of $3.0 million to adjust the carrying value of certain of these mineral rights to their fair value of $2.2 million. The valuation is considered a Level 3 measurement and is based upon inactive market prices for similar assets which are not observable in the marketplace. See Note 8.

Trade Names—We test our trade name intangible assets annually for impairment, utilizing the relief from royalty method to determine the estimated fair value for each trade name which is classified as a Level 3 measurement. The relief from royalty method estimates our theoretical royalty savings from ownership of the intangible asset. Key assumptions used in this model include discount rates, royalty rates, growth rates, sales projections and terminal value rates.

We recorded impairment of trade names of $0.4 million and $0.1 million in the fiscal years endedDecember 25, 2012 and December 27, 2011, respectively, to adjust the carrying amount of certain trade names to their fair value of $0.5 million and $1.1 million, respectively. See Note 7.

Liquor Licenses—We test our liquor licenses annually for impairment. We use quoted prices in active markets when they are available (Market Approach), which are considered Level 2 measurements. When quoted prices in active markets are not available, methods used to determine fair value include analysis of the discounted future free cash flows that sales under a liquor license generate (Income Approach), and a comparison to liquor licenses sold in an active market in other jurisdictions (Market Approach). These valuations are considered Level 3 measurements. Key assumptions include future cash flows, discount rates and projected margins, among other factors.

We recorded impairment of liquor licenses of $2.4 million, $0.1 million and $1.2 million in the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively, to adjust the carrying amount of certain liquor licenses to their fair value of $0.6 million, $0.6 million and $1.1 million, respectively. See Note 7.

There were no impairments to goodwill in the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011. The key assumptions used in the goodwill impairment analysis are considered Level 3 measurements. See Note 7. Assets and liabilities from business combinations were recorded on our consolidated balance sheets at fair value at the date of acquisition. The key assumptions used in determining these values are considered Level 3 measurements. See Note 13.

6. PROPERTY AND EQUIPMENT

Property and equipment, including capital lease assets, at cost consists of the following at December 31, 2013 and December 25, 2012:

	2013			2012
Land and non-depreciable land improvements	$	530,212		$	531,265
Depreciable land improvements	339,806			325,688
Buildings and recreational facilities	416,259			401,607
Machinery and equipment	181,619			164,005
Leasehold improvements	95,901			84,444
Furniture and fixtures	72,687			64,960
Construction in progress	3,513			2,912
	1,639,997			1,574,881
Accumulated depreciation	(405,094		)	(351,342		)
Total	$	1,234,903		$	1,223,539

Depreciation expense, from continuing operations, which included depreciation of assets recorded under capital leases, was $69.2 million, $68.5 million and $68.2 million for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively. Interest capitalized as a cost of property and equipment totaled $0.3 million, $0.2 million and $0.4 million for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively.

We evaluate property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through future cash flows. We recognized impairment losses to property and equipment of $3.9 million and $0.7 million during the fiscal years endedDecember 31, 2013 and December 25, 2012,

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respectively, to adjust the carrying amount of certain property and equipment to its fair value of $2.0 million and $0.4 million, respectively, due to continued and projected negative operating results as well as changes in the expected holding period of certain fixed assets. See Note 5.

7. GOODWILL AND INTANGIBLE ASSETS

Intangible assets consist of the following at December 31, 2013 and December 25, 2012:

		2013							2012
Asset	Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets with indefinite lives:
Trade names		$	24,850				$	24,850	$	24,850				$	24,850
Liquor Licenses		2,023					2,023		3,886					3,886
Intangible assets with finite lives:
Member Relationships	7 years	2,800		(2,547		)	253		19,068		(16,084		)	2,984
Management Contracts	9 years	598		(490		)	108		598		(421		)	177
Other	7 years	—		—			—		426		(365		)	61
Total		$	30,271	$	(3,037	)	$	27,234	$	48,828	$	(16,870	)	$	31,958
Goodwill		$	258,459				$	258,459	$	258,459				$	258,459

Intangible Assets—Intangible assets include trade names, liquor licenses and member relationships. Intangible asset amortization expense was $2.9 million, $9.8 million and $25.0 million for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively. For each of the five years subsequent to 2013 and thereafter, the amortization expense related to intangible assets with finite lives will be immaterial.

We retired fully amortized intangible assets and the related accumulated amortization of $16.3 million and $40.2 million of member relationships, $0.0 million and $1.7 million of management contracts and $0.4 million and $0.0 million of other intangibles from the consolidated balance sheets as of December 31, 2013 and December 25, 2012, respectively.

We test indefinite lived intangible assets for impairment annually. We test intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through future cash flows.

We test our trade name intangible assets annually for impairment, utilizing the relief from royalty method to determine the estimated fair value for each trade name which is classified as a Level 3 measurement. The relief from royalty method estimates our theoretical royalty savings from ownership of the intangible asset. Key assumptions used in this model include discount rates, royalty rates, growth rates, sales projections and terminal value rates.

We recorded impairment of trade names of $0.4 million and $0.1 million in the fiscal years endedDecember 25, 2012 and December 27, 2011, respectively, to adjust the carrying amount of certain trade names to their fair value of $0.5 million and $1.1 million, respectively. See Note 5. We have not recognized any impairment losses to trade name intangible assets in the fiscal year endedDecember 31, 2013.

We test our liquor licenses annually for impairment. We use quoted prices in active markets when they are available (Market Approach), which are considered Level 2 measurements. When quoted prices in active markets are not available, methods used to determine fair value include analysis of the discounted future free cash flows that sales under a liquor license generate (Income Approach), and a comparison to liquor licenses sold in an active market in other jurisdictions (Market Approach). These valuations are considered Level 3 measurements. Key assumptions include future cash flows, discount rates and projected margins, among other factors.

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We recorded impairment of liquor licenses of $2.4 million, $0.1 million and $1.2 million in the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively, to adjust the carrying amount of certain liquor licenses to their fair value of $0.6 million, $0.6 million and $1.1 million, respectively. See Note 5.

Goodwill—We evaluate goodwill for impairment at the reporting unit level (golf and country clubs and business, sports and alumni clubs), which are the same as our operating segments. When testing for impairment, we first compare the fair value of our reporting units to the recorded values. Valuation methods used to determine fair value include analysis of the discounted future free cash flows that a reporting unit is expected to generate (Income Approach) and an analysis which is based upon a comparison of our reporting units to similar companies utilizing a purchase multiple of earnings before interest, taxes, depreciation and amortization (Market Approach). These valuations are considered Level 3 measurements. Key assumptions used in this model include future cash flows, growth rates, discount rates, capital needs and projected margins, among other factors.

If the carrying amount of the reporting units exceeds its fair value, goodwill is considered potentially impaired and a second step is performed to measure the amount of impairment loss. In the second step of the goodwill impairment test, we compare the implied value of the reporting unit's goodwill with the carrying value of that unit's goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied value, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. Accordingly, the fair value of a reporting unit is allocated to the assets and liabilities of that unit, including intangible assets, and any excess of the value of the reporting unit over the amounts assigned to its assets and liabilities is the implied value of its goodwill.

We evaluate goodwill for impairment annually as of the first day of our last fiscal quarter or whenever events or circumstances indicate that the carrying amount may not be fully recoverable. Based on this analysis, no impairment of goodwill was recorded for the fiscal years endedDecember 31, 2013 and December 27, 2011.

During the fiscal year endedDecember 25, 2012, we entered into an agreement to sell a business, sports and alumni club for proceeds of $5.9 million. See Note 13. We evaluated goodwill for impairment in conjunction with this agreement. Based on this analysis, no impairment of goodwill was required prior to entering into the sales agreement. As a result of the sale, we allocated $6.5 million of goodwill to this property and recognized a loss on disposal of goodwill for this amount in the fiscal year endedDecember 25, 2012. This loss is presented in loss from discontinued operations in the consolidated statements of operations and comprehensive loss. Estimates utilized in the future evaluations of goodwill for impairment could differ from estimates used in the current period calculations. Unfavorable future estimates could result in an impairment of goodwill.

The following table shows goodwill activity by reporting unit. No impairments have been recorded for either reporting unit.

	Golf & Country Clubs		Business, Sports & Alumni Clubs			Total
December 27, 2011	$	113,108	$	151,851		$	264,959
Loss on disposal - discontinued operations	$	—	$	(6,500	)	$	(6,500	)
December 25, 2012	$	113,108	$	145,351		$	258,459
December 31, 2013	$	113,108	$	145,351		$	258,459

8. OTHER ASSETS

Other assets includes debt issuance costs, assets related to mineral rights and above and below market leases.

Debt Issuance Costs—Debt issuance costs totaled $15.9 million and $13.1 million at December 31, 2013 and December 25, 2012, respectively. See Note 10.

Mineral Rights—Mineral rights at various golf properties totaled $2.3 million and $2.3 million at December 31, 2013 and December 25, 2012, respectively. These assets will be depleted using the percentage depletion method based on actual production. We evaluate these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through future cash flows. During the fiscal year endedDecember 25, 2012, we recognized an impairment of $3.0 million to adjust the carrying value of certain of these mineral rights to their fair value of $2.2 million. See Note 5. We have not recognized any impairment losses to mineral rights in the fiscal years ended

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December 31, 2013 and December 27, 2011. The valuation is considered a Level 3 measurement and is based upon inactive market prices for similar assets which are not observable in the marketplace. During 2008, we entered into certain mineral lease and surface right agreements with third parties to allow for exploration and production on these properties. We received $19.9 million which was classified as other current and long term liabilities in the consolidated balance sheets and was recognized in other income in the consolidated statements of operations on a straight line basis over the term of the agreements, which ranged from six months to four years.

Above and Below Market Leases—As a result of our acquisition by affiliates of KSL in 2006, we have recorded above and below market lease intangibles. The above market lease intangibles totaled $1.4 million and $2.0 million at December 31, 2013 and December 25, 2012, respectively, and are recorded in other liabilities; below market lease intangibles were $0.4 million and $1.2 million at December 31, 2013 and December 25, 2012, respectively, and are recorded in other assets. Amortization of the net above/below market lease intangibles is recorded as a net (increase) reduction in rent expense.

Related net amortization (accretion) over the next 5 years and thereafter is as follows:

Year	Amount
2014	$	365
2015	256
2016	101
2017	92
2018	83
Thereafter	76
Total	$	973

9. CURRENT AND LONG-TERM LIABILITIES

Current liabilities consist of the following at December 31, 2013 and December 25, 2012:

	2013		2012
Accrued compensation	$	27,933	$	24,060
Accrued interest	2,373		4,957
Other accrued expenses	6,466		6,972
Total accrued expenses	$	36,772	$	35,989
Taxes payable other than federal income taxes	$	20,000	$	16,211
Federal income taxes payable	455		467
Total accrued taxes	$	20,455	$	16,678
Advance deposits from members	$	17,305	$	12,489
Unearned dues	32,438		11,916
Deferred membership revenues	10,883		16,519
Insurance reserves	8,175		8,659
Distributions to owners declared, but unpaid	7,654		—
Other current liabilities	2,845		3,332
Total other current liabilities	$	79,300	$	52,915

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Other long-term liabilities consist of the following at December 31, 2013 and December 25, 2012:

	2013		2012
Uncertain tax positions	$	56,105	$	52,713
Deferred membership revenues	42,773		41,218
Casualty insurance loss reserves - long term portion	11,255		10,936
Above market lease intangibles	1,347		2,040
Deferred rent	22,716		19,127
Accrued interest on notes payable related to Non-Core Development Entities	21,111		20,029
Other	2,637		2,975
Total other long-term liabilities	$	157,944	$	149,038

10. DEBT AND CAPITAL LEASES

Secured Credit Facilities

Secured Credit Facilities—In 2010, Operations entered into the secured credit facilities (the “Secured Credit Facilities”). The Secured Credit Facilities were subsequently amended in 2012 and 2013. As amended, the Secured Credit Facilities are comprised of (i) a $301.1 million term loan facility, and (ii) a revolving credit facility with $120.5 million available for borrowing as of December 31, 2013, after deducting $19.6 million of standby letters of credit outstanding. In addition, so long as there is no default or event of default under the Secured Credit Facilities, Operations may, subject to lender participation, elect to increase the combined revolving and term loan capacity of the Secured Credit Facilities by incremental amounts of (x) $75.0 million, and, after full utilization of such $75.0 million, (y) an additional incremental amount subject to and determined by certain financial covenants.

As of December 31, 2013, the interest rate on the term loan facility was the higher of (i) 4.0% or (ii) an elected LIBOR plus a margin of 3.0% and the maturity date of the term loan facility is July 24, 2020.

As of December 31, 2013, the revolving credit facility is comprised of two tranches of revolving credit commitments. As of such date, the first tranche of revolving credit commitments (“Tranche A”) had capacity of $5.1 million, which was reduced by $5.1 million in outstanding standby letters of credit, leaving no amounts available for borrowing under Tranche A. As each outstanding standby letter of credit supported by Tranche A matures, the total Tranche A commitment is reduced to the remaining balance of outstanding standby letters of credit thereunder. Tranche A matures on November 30, 2015.

As of December 31, 2013, the second tranche of revolving credit commitments (“Tranche B”) had capacity of $135.0 million, which was reduced by $14.5 million of standby letters of credit outstanding, leaving $120.5 million available for borrowing. Tranche B matures on September 30, 2018 and bears interest at a rate of LIBOR plus a margin of 3.0% per annum. Operations is required to pay a commitment fee on all undrawn amounts under the revolving credit facility and a fee on all outstanding letters of credit, payable quarterly in arrears.

The credit agreement, as amended, contains a senior secured leverage ratio covenant (the “Senior Secured Leverage Ratio”). The Senior Secured Leverage Ratio, defined in the credit agreement as Consolidated Senior Secured Debt (exclusive of the Senior Notes) to Consolidated EBITDA (“Adjusted EBITDA”), requires Operations and its restricted subsidiaries to maintain a leverage ratio of no greater than 4.00:1.00 for each fiscal quarter ended on or after June 30, 2013. As of December 31, 2013, Operations' leverage ratio was 1.89:1.00.

The amendments to the Secured Credit Facilities made during 2012 and 2013 included, among other things, the following key modifications:

On November 16, 2012, Operations entered into an amendment to the credit agreement governing the Secured Credit Facilities, which reduced the interest rate on the term loan facility to the higher of (i) 5.0% or (ii) an elected LIBOR plus a margin of 3.75%.

On July 24, 2013, Operations entered into a second amendment to the credit agreement governing the Secured Credit Facilities to reduce the interest rate on the term loan facility, increase the principal borrowed under the term loan facility, extend the maturity date of the term loan facility, eliminate the quarterly principal payment requirement under the term loan facility, increase the amount of permissible incremental facilities and modify certain financial covenants and non-financial terms and

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conditions associated with the credit agreement governing the Secured Credit Facilities. The interest rate on the term loan facility was reduced to the higher of (i) 4.25% or (ii) an elected LIBOR plus a margin of 3.25%, with an additional reduction to the higher of (i) 4.0% or (ii) an elected LIBOR plus a margin of 3.0%, upon successful completion of an initial public offering with proceeds of at least $50.0 million, which condition was satisfied on September 25, 2013, by the receipt by Operations, by way of contribution, of the net proceeds from the completion of our IPO. The term loan facility principal balance was increased to $301.1 million and the maturity date of the term loan facility was extended to July 24, 2020.

On August 30, 2013, Operations entered into a third amendment to the credit agreement governing the Secured Credit Facilities to conditionally secure the $135.0 million incremental revolving credit commitment (Tranche B). The third amendment became effective on September 30, 2013, subsequent to the satisfaction of certain conditions, including the receipt by Operations, by way of contribution, of more than $150.0 million of proceeds from the completion of our IPO. The Tranche B $135.0 million revolving credit commitments mature five years from the effective date of the third amendment and borrowings will bear interest at a rate of LIBOR plus a margin of 3.0% per annum. Additionally, the third amendment reduced the existing $50.0 million revolving credit commitment (Tranche A) to $19.6 million, the amount of standby letters of credit outstanding as of the effective date of the third amendment.

Subsequent to the end of our fiscal year end, on February 21, 2014, Operations entered into a fourth amendment to the credit agreement governing the Secured Credit Facilities which made only administrative changes to such credit agreement. 

All obligations under the Secured Credit Facilities are guaranteed by Operations' Parent and each existing and all subsequently acquired or organized direct and indirect restricted subsidiaries of ClubCorp, other than certain excluded subsidiaries (collectively, the “guarantors”). The Secured Credit Facilities are secured, subject to permitted liens and other exceptions, by a first-priority perfected security interest in substantially all the assets of ClubCorp, and the guarantors, including, but not limited to (1) a perfected pledge of all the domestic capital stock owned by Operations and the guarantors, and (2) perfected security interests in and mortgages on substantially all tangible and intangible personal property and material fee-owned property of Operations and the guarantors, subject to certain exclusions.

Operations is required to make interest payments on the last business day of each of March, June, September and December. Operations may be required to prepay the outstanding term loan facility by a percentage of excess cash flows, as defined by the Secured Credit Facilities, each fiscal year end after their annual consolidated financial statements are delivered, which percentage may decrease or be eliminated depending on the results of the Senior Secured Leverage Ratio test at the end of each fiscal year. Additionally, Operations is required to prepay the term loan facility with proceeds from certain asset sales, borrowings and certain insurance claims as defined by the Secured Credit Facilities.

Operations may voluntarily repay outstanding loans under the Secured Credit Facilities in whole or in part upon prior notice without premium or penalty, other than certain fees incurred in connection with repaying, refinancing, substituting or replacing the existing term loans with new indebtedness.

Operations is also required to pay a commitment fee on all undrawn amounts under the revolving credit facility and a fee on all outstanding letters of credit, payable in arrears on the last business day of each March, June, September and December.

The credit agreement governing the Secured Credit Facilities limits Operations' Parent's and Operations' (and most or all of Operations' Parent's subsidiaries') ability to:

• create, incur, assume or suffer to exist any liens on any of their assets;

• make or hold any investments (including loans and advances);

• incur or guarantee additional indebtedness;

• enter into mergers or consolidations;

• conduct sales and other dispositions of property or assets;

• pay dividends or distributions on capital stock or redeem or repurchase capital stock;

• change the nature of the business;

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• enter into transactions with affiliates; and

• enter into burdensome agreements.

Operations incurred debt issuance costs in conjunction with the issuance of the Secured Credit Facilities of $6.8 million. These have been capitalized and are being amortized over the term of the loan. Operations incurred additional debt issuance costs of $0.8 million in conjunction with the amendment entered into on November 16, 2012, $4.4 million in conjunction with the second amendment entered into on July 24, 2013 and $3.4 million in conjunction with the third amendment entered into on August 30, 2013. These have also been capitalized and are being amortized over the remaining term of the loan.

Senior Notes

On November 30, 2010, Operations issued $415.0 million in senior unsecured notes (the “Senior Notes”) with registration rights, bearing interest at 10.0% and maturing December 1, 2018. The interest is payable semiannually in arrears on June 1 and December 1 each year, beginning June 1, 2011. These notes are fully and unconditionally guaranteed on a joint and several basis by most of Operations' subsidiaries (“Guarantor Subsidiaries”), each of which is one hundred percent owned by Operations. The Senior Notes are not guaranteed by certain of Operations' subsidiaries (“Non-Guarantor Subsidiaries”). The indenture governing the Senior Notes limits our (and most or all of Operations' subsidiaries') ability to:

• incur, assume or guarantee additional indebtedness;

• pay dividends or distributions on capital stock or redeem or repurchase capital stock;

• make investments;

• enter into agreements that restrict the payment of dividends or other amounts by subsidiaries to us;

• sell stock of our subsidiaries;

• transfer or sell assets;

• create liens;

• enter into transactions with affiliates; and

• enter into mergers or consolidations.

Subject to certain exceptions, the indenture governing these notes permits Operations and its restricted subsidiaries to incur additional indebtedness, including secured indebtedness.

On October 28, 2013, Operations repaid $145.3 million in aggregate principal of the $415.0 million in Senior Notes, plus approximately $5.9 million in accrued and unpaid interest thereon, and $14.5 million of redemption premium. This redemption is pursuant to a provision in the indenture governing the Senior Notes that permits the redemption of up to 35% of the aggregate principal amount of the Senior Notes with the net cash proceeds of certain equity offering proceeds at a redemption price equal to 110% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date.

Operations may redeem some or all of the remaining Senior Notes at any time prior to December 1, 2014 at a price equal to the principal amount of the Senior Notes redeemed plus accrued and unpaid interest, if any, to the redemption date plus the Make-Whole Premium. The “Make-Whole Premium” is defined as the greater of (1) 1% of the principal amount of the Senior Notes being redeemed and (2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of the Senior Notes being redeemed at December 1, 2014 plus (ii) all remaining required interest payments due on such Senior Notes through December 1, 2014 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate plus 50 basis points over (b) the then outstanding principal amount of the Senior Notes being redeemed.

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After December 1, 2014, Operations may redeem the Senior Notes at the redemption prices (expressed as percentages of principal amount) listed below plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the twelve month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2014	105.000	%
2015	102.500	%
2016 and thereafter	100.000	%

Operations incurred debt issuance costs in conjunction with the issuance of the Senior Notes of $9.1 million. These have been capitalized and are being amortized over the term of the Senior Notes. In conjunction with the principal payment made on October 28, 2013, we expensed a proportionate share of the unamortized debt issuance costs of $2.3 million in the year ended December 31, 2013.

Mortgage Loans

General Electric Capital Corporation (“GECC”)—In July 2008, we entered into a secured mortgage loan with GECC for $32.0 million with an original maturity of July 2011. During the fiscal year ended December 27, 2011, we extended the term of the loan to July 2012. Effective August 1, 2012, we amended the loan agreement with GECC which extended the maturity to November 2015 with two additional twelve month options to extend through November 2017 upon satisfaction of certain conditions of the loan agreement. As of December 31, 2013, we expect to meet the required conditions and currently intend to extend the loan with GECC to November 2017.

The loan is collateralized by the assets of two golf and country clubs with a book value of $38.1 million as of December 31, 2013. The proceeds from the loan were used to pay existing debt of $11.2 million to GECC, $2.7 million to Ameritas Life and $8.0 million to Citigroup. Interest rates are variable based on 30 day LIBOR rates. Payments on the loan were interest only through August 2009 with principal payments commencing in September 2010 based upon a twenty-five year amortization schedule. However, as the cash on cash return (defined as the percentage of underwritten net operating income for the previous twelve months divided by the outstanding principal balance of the loan as of such date) for the period September 1, 2008 through August 31, 2009, and September 1, 2009 through August 31, 2010, was greater than 14% and 15%, respectively, amortization did not commence until September 1, 2011. As part of the August 1, 2012 amendment, the interest rate was changed from 3.25% plus 30 day LIBOR to 5% plus the greater of three month LIBOR or 1%.

We incurred debt issuance costs in conjunction with the original loan of $0.9 million which have been capitalized and were amortized over the original term of the loan. During the fiscal year endedDecember 27, 2011, we incurred additional debt issuance costs in conjunction with the term extension of $0.1 million which have been capitalized and were amortized over the term of the extension. During the fiscal year endedDecember 25, 2012, we incurred additional debt issuance costs in conjunction with the amendment of $0.2 million which have been capitalized and are being amortized over the original term of the amended loan.

Atlantic Capital Bank—In October 2010, we entered into a new mortgage loan with Atlantic Capital Bank for $4.0 million of debt maturing in 2015 with twenty-five year amortization. The loan is collateralized by the assets of one golf and country club with a book value of $6.3 million as of December 31, 2013. The interest rate is the greater of 3% plus 30 day LIBOR or 4.5%. We incurred debt issuance costs in conjunction with the issuance of this mortgage loan of $0.1 million. These have been capitalized and are being amortized over the term of the loan.

BancFirst—In connection with the acquisition of Oak Tree Country Club in May 2013, we assumed a mortgage loan with BancFirst for $5.0 million. See Note 13. The loan has an original maturity of October 2014 with two twelve month options to extend the maturity through October 2016 upon satisfaction of certain conditions in the loan agreement. As of December 31, 2013, we expect to meet the required conditions and currently intend to extend the loan with BancFirst to October 2016. The loan is collateralized by the assets of the club, which had a book value of $7.9 million as of December 31, 2013. The interest rate is the greater of 4.5% or the prime rate. We incurred an immaterial amount of debt issuance costs in conjunction with the assumption of this mortgage loan. These costs have been capitalized and are being amortized over the term of the loan.

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Long-term borrowings and lease commitments of the Company as of December 31, 2013 and December 25, 2012, are summarized below: 

	2013					2012
	Carrying Value			Interest Rate		Carrying Value			Interest Rate		Interest Rate Calculation	Maturity
Senior Notes	$	269,750		10.00	%	$	415,000		10.00	%	Fixed	2018
Secured Credit Facilities
Term Loan	301,106			4.00	%	304,575			5.00	%	As of December 31, 2013, greater of (i) 4.0% or (ii) an elected LIBOR + 3.0%; as of December 25, 2012, greater of (i) 5.0% or (ii) an elected LIBOR + 3.75%	2020
Revolving Credit Borrowings - Tranche A ($5,093 capacity) (1)	—			6.00	%	—			6.00	%	Greater of (i) 6.0% or (ii) an elected LIBOR + 4.5%	2015
Revolving Credit Borrowings - Tranche B ($135,000 capacity) (2)	—			3.25	%	—			—	%	LIBOR plus a margin of 3.0%	2018
Mortgage Loans
General Electric Capital Corporation	30,313			6.00	%	30,992			6.00	%	5.00% plus the greater of (i) three month LIBOR or (ii) 1%	2017
Notes payable related to certain Non-Core Development Entities	11,837			9.00	%	11,837			9.00	%	Fixed	(3)
Atlantic Capital Bank	3,493			4.50	%	3,653			4.50	%	Greater of (i) 3.0% + 30 day LIBOR or (ii) 4.5%	2015
BancFirst	4,652			4.50	%	—			—		Greater of (i) 4.50% or prime rate	2016
Other indebtedness	2,837			4.75% - 8.00%		3,145			5.75% - 8.00%		Fixed	Various
	623,988					769,202
Capital leases	25,691					24,155
	649,679					793,357
Less current portion	(11,567		)			(24,988		)
	$	638,112				$	768,369

______________________

(1) As of December 31, 2013, Tranche A had capacity of $5.1 million, which was reduced by $5.1 million in outstanding standby letters of credit, leaving no amounts available for borrowing under Tranche A.

(2) As of December 31, 2013, Tranche B had capacity of $135.0 million, which was reduced by $14.5 million of standby letters of credit outstanding, leaving $120.5 million available for borrowing.

(3) Notes payable related to certain Non‑Core Development Entities are payable through the cash proceeds related to the sale of certain real estate held by these Non‑Core Development Entities.

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The amount of long-term debt maturing in each of the five years subsequent to 2013 and thereafter is as follows:

Year	Debt		Capital Leases		Total
2014	$	1,714	$	9,853	$	11,567
2015	4,730		8,187		12,917
2016	4,568		4,994		9,562
2017	28,885		2,250		31,135
2018	270,080		407		270,487
Thereafter	314,011		—		314,011
Total	$	623,988	$	25,691	$	649,679

If we were to default on the Secured Credit Facilities and our lender was to accelerate the payment of all our principal and interest due, the holders of the Senior Notes could declare a cross-default.

11. LEASES

We lease operating facilities under agreements with terms up to 99 years. These agreements normally provide for minimum rentals plus executory costs. In some cases, we must pay contingent rent generally based on a percentage of gross receipts or positive cash flows as defined in the lease agreements. As a result, future lease payments that are considered contingent on future results are not included in the table below.

Future minimum lease payments for each of the next five years and thereafter required at December 31, 2013 under operating leases for land, buildings and recreational facilities with initial non-cancelable lease terms in excess of one year are as follows:

Year	Capital Leases		Operating Leases
2014	$	11,399	$	19,953
2015	8,980		19,295
2016	5,322		17,155
2017	2,357		16,096
2018	404		14,655
Thereafter	—		107,022
Minimum lease payments	$	28,462	$	194,176
Less: imputed interest component	2,771
Present value of net minimum lease payments of which $9.9 million is included in current liabilities	$	25,691

Total facility rental expense was $29.4 million, $29.1 million and $29.2 million in the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively; contingent rent was $8.8 million, $8.4 million and $8.4 million in the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively.

12. INCOME TAXES

Holdings files a consolidated federal income tax return. Income taxes recorded are adjusted to the extent losses or other deductions cannot be utilized in the consolidated federal income tax return. We file state tax returns on a separate company basis or unitary basis as required by law. Additionally, certain subsidiaries of Holdings, owned through lower tier joint ventures, file separate tax returns for federal and state purposes.

We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are calculated using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the

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period that includes the enactment date. Valuation allowances are provided against deferred income tax assets for amounts which are not considered “more likely than not” to be realized.

Loss from continuing operations before income taxes and noncontrolling interest consists of the following:

	2013			2012			2011
Domestic	$	(38,583	)	$	(23,563	)	$	(53,268	)
Foreign	(404		)	(40		)	1,483
	$	(38,987	)	$	(23,603	)	$	(51,785	)

The income tax (expense) benefit from continuing operations consists of the following:

	2013			2012			2011
Current
Federal	$	(3,040	)	$	(1,508	)	$	(2,840	)
State	(2,972		)	(1,185		)	(3,283		)
Foreign	(220		)	1,027			(494		)
Total Current	(6,232		)	(1,666		)	(6,617		)
Deferred
Federal	4,209			6,090			17,876
State	342			3,104			5,162
Foreign	—			—			—
Total Deferred	4,551			9,194			23,038
Total income tax (expense) benefit	$	(1,681	)	$	7,528		$	16,421

The differences between income taxes computed using the U.S. statutory Federal income tax rate of 35% and the actual income tax provision for continuing operations as reflected in the accompanying consolidated statements of operations are as follows:

	2013			2012			2011
Expected Federal income tax benefit	$	13,645		$	8,260		$	18,005
State taxes, net of Federal benefit	(468		)	409			1,879
Change in valuation allowance - State	(1,266		)	828			(668		)
Change in valuation allowance - Foreign	(44		)	(707		)	445
Foreign rate differential	(97		)	2			74
IETU, Withholding and Other Permanent- Foreign	(220		)	557			(494		)
Forgiveness of Debt	—			—			(290		)
Adjustments Related to Tax Contingencies	(3,171		)	(3,273		)	(2,921		)
Equity-based compensation	(4,192		)	—			—
Membership initiation deposits	(4,586		)	—			—
Other, net	(1,282		)	1,452			391
Actual income tax (expense) benefit	$	(1,681	)	$	7,528		$	16,421

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We had the following net operating loss carryforwards at December 31, 2013, which are available to offset future taxable income:

Type of Carryforward	Gross Amount		Expiration Dates (in years)
Federal tax operating loss	$	25,969	2031	-	2033
State tax operating loss	$	172,223	2014	-	2033
AMT net operating loss	$	26,735	2031	-	2033
Mexico net operating loss	$	17,635	2014	-	2023

The components of the deferred tax assets and deferred tax liabilities at December 31, 2013 and December 25, 2012 are as follows:

	2013			2012
Deferred tax assets:
Federal tax net operating loss carryforwards	$	9,089		$	8,045
State and foreign tax net operating loss carryforwards	11,417			11,102
Membership deferred revenue	51,568			48,041
Reserves and accruals	19,902			17,422
Tax credits	3,162			2,930
Suspended losses	—			11,272
Capital losses	6,723			—
Straight-line rent	8,650			7,321
Other	18,942			17,663
Total gross deferred tax assets	$	129,453		$	123,796
Valuation allowance	(10,916		)	(10,474		)
Deferred tax liabilities:
Discounts on membership initiation deposits and acquired notes	(150,905		)	(151,538		)
Property and equipment	(155,424		)	(145,989		)
Deferred revenue	(1,920		)	(1,872		)
Intangibles	(10,541		)	(11,435		)
Other	(333		)	(2,382		)
Total gross deferred tax liabilities	(319,123		)	(313,216		)
Net deferred tax liability	$	(200,586	)	$	(199,894	)

The allocation of deferred taxes between current and long-term as of December 31, 2013 and December 25, 2012 is as follows:

	2013			2012
Current portion-deferred tax asset, net	$	10,403		$	7,896
Long-term deferred tax liability, net	(210,989		)	(207,790		)
Net deferred tax liability	$	(200,586	)	$	(199,894	)

Valuation allowances included above of $10.9 million and $10.5 million at December 31, 2013 and December 25, 2012, respectively, relate primarily to net operating loss carryforwards in certain states and in Mexico.

GAAP prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in

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the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information.

A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. GAAP also provides guidance on the accounting for and disclosure of unrecognized tax benefits, interest and penalties.

We recognize accrued interest and penalties related to uncertain tax positions as a component of income tax expense. Income tax expense for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011 includes interest expense and penalties of $4.1 million, $3.7 million and $3.4 million respectively.

A reconciliation of the change in our unrealized tax benefit for all periods presented is as follows:

	2013			2012			2011
Balance at beginning of year	$	51,384		$	52,513		$	53,215
Increases in tax positions for current year	—			—			—
Increases in tax positions for prior years	103			17			52
Decreases in tax positions for prior years	(1,109		)	(1,146		)	(754		)
Balance at end of year	$	50,378		$	51,384		$	52,513

As of December 31, 2013 and December 25, 2012, we have recorded $56.1 million and $52.7 million, respectively, of unrecognized tax benefits related to uncertain tax positions, including interest and penalties, which are included in other liabilities in the consolidated balance sheets. The majority of unrecognized tax benefits relates to cancellation of indebtedness income stemming from the 2010 ClubCorp Formation and related debt restructuring transactions. The calculation of the cancellation of indebtedness income recognized in connection with the ClubCorp Formation was complex and involved significant judgments and interpretations on our part, including the valuation of assets held at such time. If we were to prevail on all uncertain tax positions, the net effect would be an income tax benefit of approximately $44.0 million, exclusive of any benefits related to interest and penalties.

Holdings files income tax returns in the U.S. federal jurisdiction, numerous state jurisdictions and in two foreign jurisdictions. We are currently undergoing an Internal Revenue Service (“IRS”) audit of certain components of the tax return for the year ended December 28, 2010, which includes the debt restructuring transactions and related cancellation of indebtedness income amounts. In addition, certain of our foreign subsidiaries are under audit in Mexico for the 2008 and 2009 tax years. It is likely that within the next 12 months our unrecognized tax benefits will be impacted by the resolution of some or all of the matters currently under audit by the U.S. and Mexican taxing authorities. However, as audit outcomes and the timing of audit resolutions are subject to significant uncertainty, and given the nature and complexity of the issues involved, we are unable to reasonably estimate the possible amount of change in the unrecognized tax benefits, if any, that may occur within the next 12 months as a result of the above examinations. Nevertheless, we believe we are adequately reserved for our uncertain tax positions as of December 31, 2013.

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13. CLUB ACQUISITIONS, CLUB DISPOSITIONS AND DISCONTINUED OPERATIONS

Club Acquisitions

Assets and liabilities from business combinations were recorded on our consolidated balance sheets at fair value at the date of acquisition. The results of operations of such businesses have been included in the consolidated statements of operations since their date of acquisition.

Chantilly National Golf & Country Club—On December 17, 2013, we acquired Chantilly National Golf & Country Club, a private country club located in Centreville, Virginia, in exchange for net cash consideration of $4.8 million. We recorded the following major categories of assets and liabilities, which are subject to change until our information is finalized, no later than twelve months from the acquisition date:

Depreciable land improvements, property and equipment	$	5,171
Inventory	103
Other current liabilities	(25		)
Other long-term liabilities	(180		)
Long-term debt	(234		)
Total	$	4,835

Cherry Valley Country Club—On June 18, 2013, we acquired Cherry Valley Country Club, a private country club located in Skillman, New Jersey, in exchange for net cash consideration of $5.6 million. We recorded the following major categories of assets and liabilities:

Depreciable land improvements, property and equipment	$	5,976
Prepaid assets	121
Inventory	179
Long-term debt	(311		)
Other liabilities	(408		)
Total	$	5,557

Oak Tree Country Club—On May 22, 2013, we acquired Oak Tree Country Club, a private country club located in Edmond, Oklahoma, in exchange for net cash consideration of $5.2 million. We assumed debt of $5.0 million in connection with the acquisition. We recorded the following major categories of assets and liabilities:

Land, property and equipment	$	12,108
Receivables, prepaid assets and other assets	662
Inventory	233
Current maturities of long-term debt	(468		)
Long-term debt	(4,486		)
Deferred tax liability	(722		)
Membership initiation deposits and other liabilities	(2,099		)
Total	$	5,228

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Hartefeld National Golf Club—On April 18, 2012, we acquired Hartefeld National Golf Club, a private country club located in Avondale, Pennsylvania. We recorded the following major categories of assets and liabilities in exchange for consideration of $3.6 million:

Land, depreciable land improvements, property and equipment	$	3,999
Prepaid real estate taxes	31
Inventory	112
Deferred revenue and other liabilities	(572		)
Total	$	3,570

Long Island Clubs—On June 7, 2011, ClubCorp acquired three properties located in Long Island, New York. The properties include Hamlet Golf and Country Club which is a private golf club, and Wind Watch Golf and Country Club and Willow Creek Golf and Country Club which are semi-private golf clubs. We recorded the following major categories of assets and liabilities in exchange for total consideration of $18.8 million:

Land, property and equipment	$	20,223
Prepaid real estate taxes	487
Inventory	197
Deferred revenue and other liabilities	(2,131		)
Total	$	18,776

Canterwood Golf & Country Club—On August 9, 2011, ClubCorp acquired Canterwood Golf and Country Club, a private golf club property located in Gig Harbor, Washington. We recorded the following major categories of assets and liabilities in exchange for consideration of $4.0 million:

Land, property and equipment	$	4,003
Inventory and other current assets	149
Deferred revenue and other liabilities	(171		)
Total	$	3,981

There was no goodwill recorded on any of the purchase transactions listed above.

     Revenues and operating income associated with clubs acquired during the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, were as follows for each year.

	2013		2012		2011
Revenues	$	34,751	$	22,175	$	10,079
Operating income (loss)	$	538	$	705	$	(620	)

The pro forma information related to these acquisitions is not material to our historical results of operations.

Club Dispositions

Clubs may be divested when we determine they will be unable to provide a positive contribution to cash flows from operations in future periods and/or when they are determined to be non-strategic holdings for the Company. Gains from divestitures are recognized in the period in which operations cease and losses are recognized when we determine that the carrying value is not recoverable and exceeds fair value.

Glendale Racquet Club, Inc.—On September 27, 2012, we sold certain assets and liabilities of Glendale Racquet Club, Inc., a sports club located in Milwaukee, Wisconsin, to an unrelated third party for $5.9 million. The sale resulted in a pre-tax loss of $11.1 million recorded in the fiscal year endedDecember 25, 2012 including a $6.5 million loss recognized for goodwill allocated to this entity. See Note 7. These losses are included in loss from discontinued operations in the consolidated statements of operations and comprehensive loss.

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We discontinued one additional business, sports and alumni club and one golf management contract in the fiscal year endedDecember 25, 2012 for a pre-tax gain of $0.1 million. In conjunction with the discontinued golf management contract, we recorded impairment of liquor licenses of $0.1 million. See Note 7. We discontinued two business, sports and alumni clubs and one golf management contract for a pre-tax loss of $0.0 million during the fiscal year endedDecember 27, 2011.

We did not discontinue any clubs in the fiscal year endedDecember 31, 2013.

There were no assets held for sale at December 31, 2013 or December 25, 2012.

Discontinued Club Operations

Operations of the clubs that have been disposed along with the held for sale property were reclassified to discontinued operations on the consolidated statements of operations. Summarized financial information for these clubs is as follows:

	2013			2012			2011
Revenues	$	—		$	3,759		$	7,387
Operating expenses, excluding loss on disposals and impairments of assets	(10		)	(3,658		)	(7,152		)
Gain (loss) on disposals and impairments of assets	1			(11,448		)	(126		)
Interest expense	—			(2,239		)	(215		)
Loss from discontinued club operations, before taxes	(9		)	(13,586		)	(106		)
Income tax (expense) benefit	(3		)	2,669			(152		)
Net income (loss) from discontinued clubs	$	(12	)	$	(10,917	)	$	(258	)

14. SEGMENT INFORMATION

We currently have two reportable segments: (1) golf and country clubs and (2) business, sports and alumni clubs. These segments are managed separately and discrete financial information is reviewed regularly by the chief operating decision maker to evaluate performance and allocate resources. Our chief operating decision maker is our Chief Executive Officer.

Golf and country club operations consist of private country clubs, golf clubs and public golf facilities. Private country clubs provide at least one 18-hole golf course and various other recreational amenities that are open to members and their guests. Golf clubs provide both private and public golf play and usually offer fewer other recreational amenities. Public golf facilities are open to the public and generally provide the same services as golf clubs.

Business, sports and alumni club operations consist of business clubs, business/sports clubs, sports clubs and alumni clubs. Business clubs provide a setting for dining, business or social entertainment. Sports clubs provide a variety of recreational facilities and business/sports clubs provide a combination of the amenities available at business clubs and sports clubs. Alumni clubs provide the same amenities as business clubs while targeting alumni and staff of universities.

We also disclose other (“Other”), which consists of other business activities including ancillary revenues related to alliance arrangements, a portion of the revenue associated with upgrade offerings, reimbursements for certain costs of operations at managed clubs, amortization of certain proceeds received from mineral lease and surface right agreements, corporate overhead expenses, and shared services. Other also includes corporate assets such as cash, goodwill, intangible assets, and loan origination fees.

We evaluate segment performance and allocate resources based on Segment EBITDA. Segment EBITDA differs from Adjusted EBITDA which is used in calculating the Company's compliance with debt covenants. We define Segment EBITDA as net income before discontinued operations, interest and investment income, interest expense, income taxes, gain or loss on disposal, acquisition and impairment of assets and depreciation and amortization. Additionally, the following items are excluded to determine Segment EBITDA:

• translation gains and losses;

• proceeds from business interruption insurance;

• severance payments;

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• expenses and adjustments related to accruals for unclaimed property settlements;

• management fees, termination fee and expenses paid to an affiliate of KSL;

• acquisition costs;

• amortization of step-up in certain equity method investments;

• expenses related to the November 30, 2010 reorganization (“ClubCorp Formation”);

• expenses related to adjustments in accruals for certain environmental compliance obligations incurred prior to 2011;

• expenses related to adjustments in accruals for certain property tax increases prior to 2011;

• expenses related to an arbitration award arising out of a dispute related to a series of agreements first entered into in 1999 related to the acquisition and development of a golf course property;

• expenses accrued under our long-term incentive plan;

• equity-based compensation expense;

• expenses related to debt amendments; and

• certain other incidental expenses.

Segment EBITDA for all periods presented has been calculated using this definition. Segment EBITDA should not be construed as an alternative to, or a better indicator of, operating income or loss, is not based on GAAP and is not necessarily a measure of our cash flows or ability to fund our cash needs. Our measurements of Segment EBITDA may not be comparable to similarly titled measures reported by other companies.

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The table below shows summarized financial information by segment for continuing operations for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011:

	2013			2012			2011
Golf and Country Clubs
Revenues	$	627,317		$	583,523		$	550,898
Segment EBITDA	179,242			166,327			151,554
Total Assets	1,254,988			1,222,966
Capital Expenditures	47,546			47,283			48,326
Business, Sports and Alumni Clubs
Revenues	$	180,430		$	174,344		$	171,328
Segment EBITDA	34,735			34,373			32,606
Total Assets	90,078			79,678
Capital Expenditures	18,641			14,198			10,564
Other
Revenues	$	13,512		$	3,641		$	4,982
Segment EBITDA	(39,044		)	(35,184		)	(30,058		)
Total Assets	391,151			417,903
Capital Expenditures	5,428			3,766			4,253
Elimination of intersegment revenues	$	(6,179	)	$	(6,564	)	$	(7,246	)
Total
Revenues	$	815,080		$	754,944		$	719,962
Segment EBITDA	174,933			165,516			154,102
Total Assets	1,736,217			1,720,547
Capital Expenditures	71,615			65,247			63,143

The following table presents revenue and long-lived assets by geographical region, excluding financial instruments. Foreign operations are primarily located in Mexico.

	2013		2012		2011
Revenues
United States	$	808,208	$	748,124	712,636
All Foreign	6,872		6,820		7,326
Total	$	815,080	$	754,944	$	719,962
	2013		2012
Long-Lived Assets
United States	$	1,517,823	$	1,505,389
All Foreign	26,717		27,203
Total	$	1,544,540	$	1,532,592

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The table below provides a reconciliation of our Segment EBITDA to loss from continuing operations before income taxes for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011:

	2013			2012			2011
Total Segment EBITDA	$	174,933		$	165,516		$	154,102
Interest and investment income	345			1,212			138
Interest expense	(83,669		)	(89,369		)	(84,746		)
Loss on extinguishment of debt	(16,856		)	—			—
Loss on disposals and impairment of assets	(14,502		)	(15,687		)	(10,772		)
Depreciation and amortization	(72,073		)	(78,286		)	(93,035		)
Foreign currency transaction gain (loss)	40			(126		)	(554		)
Business interruption insurance	—			309			—
Severance payments	(272		)	(360		)	(431		)
Management fees, termination fee and expenses paid to an affiliate of KSL	(5,862		)	(1,141		)	(1,255		)
Acquisition costs	(1,211		)	(837		)	(1,629		)
Amortization of step-up in certain equity method investments	(2,008		)	(2,027		)	(2,048		)
ClubCorp Formation costs	—			(51		)	(2,087		)
Environmental compliance costs	(265		)	(27		)	(454		)
Property tax increases prior to 2011	—			—			(2,655		)
Arbitration award	—			—			(3,968		)
Long term incentive plan	(1,921		)	(1,661		)	(1,661		)
Debt amendment costs	(614		)	(98		)	—
Equity-based compensation expense	(14,217		)	—			—
Other	(835		)	(970		)	(730		)
Loss from continuing operations before income taxes	$	(38,987	)	$	(23,603	)	$	(51,785	)

15. COMMITMENTS AND CONTINGENCIES

We routinely enter into contractual obligations to procure assets used in the day to day operations of our business. As of December 31, 2013, we had capital commitments of $9.6 million at certain of our clubs.

We currently have sales and use tax audits in progress. We also have audits of certain foreign subsidiaries in progress for which we have received notification of assessments which we have protested. See Note 12. We believe the potential for a liability related to the outcome of these audits may exist. However, we believe that the outcome of these audits would not materially affect our consolidated financial statements.

We are currently undergoing an IRS audit of certain components of the tax return for the year ended December 28, 2010, which includes the consummation of the ClubCorp Formation. Should the estimates and judgments used in the ClubCorp Formation prove to be inaccurate, our financial results could be materially affected. See Note 12.

We are currently undergoing audits related to unclaimed property. We believe the potential for a liability related to the outcome of these audits is probable and we have estimated and recorded an immaterial amount within accrued expenses on the consolidated balance sheet as of December 31, 2013.

Each of our properties is subject to real and personal property taxes. If local taxing authorities reassess the taxable value of certain properties in accordance with local and state regulations, we may be subject to additional property tax assessments, penalties and interest. At December 31, 2013, we have $2.0 million recorded in accrued taxes on the consolidated balance sheet related to certain of these properties. While the outcome of such reassessments cannot be predicted with certainty, we believe that any potential liability from these matters would not materially affect our consolidated financial statements.

We are subject to certain pending or threatened litigation and other claims that arise in the ordinary course of business. While the outcome of such legal proceedings and other claims cannot be predicted with certainty, after review and consultation

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with legal counsel, we believe that any potential liability from these matters would not materially affect our consolidated financial statements. During the fiscal year ended December 27, 2011, the Company paid $4.0 million for an arbitration award arising out of a dispute related to a series of agreements first entered into in 1999 relating to the acquisition and development of a golf course property.

We guarantee principal amounts on loans made by a lender to purchasers of certain real estate interests in case of default. These loans have remaining terms of approximately one to two years. The total principal amount outstanding on these loans of December 31, 2013 is $0.3 million. As of December 31, 2013, we were indemnified by a third party from losses on these guarantees in the event of default. The fair value of the guarantees is immaterial.

In connection with the acquisition of Chantilly National Golf & Country Club on December 17, 2013, we agreed to indemnify the seller for a potential assessment of taxes related to the sale of the property. We do not believe it is probable that we will be required to pay any amounts under this indemnification and have not recorded a liability as of December 31, 2013. Should our judgments prove to be inaccurate, we believe the potential liability is immaterial.

16. EARNINGS PER SHARE

Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net (loss) income attributable to Holdings by the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects the dilutive effect of equity-based awards that may share in the earnings of Holdings when such shares are either issued or vesting restrictions lapse.

Presented below is basic and diluted EPS for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011 (in thousands, except per share amounts):

	Fiscal Years Ended
	December 31, 2013						December 25, 2012						December 27, 2011
	Basic			Diluted			Basic			Diluted			Basic			Diluted
Loss from continuing operations attributable to ClubCorp	$	(40,880	)	$	(40,880	)	$	(16,358	)	$	(16,358	)	$	(35,939	)	$	(35,939	)
Weighted-average shares outstanding	54,172			54,172			50,570			50,570			50,570			50,570
Effect of dilutive equity-based awards	—			431			—			—			—			—
Total Shares	54,172			54,603			50,570			50,570			50,570			50,570
Loss from continuing operations attributable to ClubCorp per share	$	(0.75	)	$	(0.75	)	$	(0.32	)	$	(0.32	)	$	(0.71	)	$	(0.71	)

There are no potential common shares excluded from the calculation of diluted EPS because their effect would be anti-dilutive. Our restricted stock shares include rights to receive dividends that are subject to the risk of forfeiture if service requirements are not satisfied, thus these shares are not considered participating securities and are excluded from our basic weighted-average shares outstanding calculation.

In connection with the ClubCorp Formation, Holdings was formed on November 10, 2010, with 1,000 shares authorized and issued, with a par value of $0.01. On March 15, 2012, Holdings' articles of incorporation were amended to authorize 2,000,000 shares and Holdings effected a 1,000 for 1 forward stock split. On August 2, 2013, Holdings' articles of incorporation were further amended to authorize 200,000,000 shares and Holdings effected a 50 for 1 forward stock split. On September 6, 2013, Holdings effected a 1.0113946 for 1 forward stock split, resulting in 50,569,730 shares outstanding subsequent to September 6, 2013. EPS is adjusted retroactively for the impact of these forward stock splits for all periods presented.

During the fiscal year ended on December 31, 2013, on December 26, 2012, we declared a cash dividend of $35.0 million to the owners of our common stock. This dividend was paid on December 27, 2012. Also during the fiscal year ended on December 31, 2013, on December 10, 2013, we declared a cash dividend of $7.7 million, or $0.12 per share of common stock, to all common stockholders of record at the close of business on January 3, 2014. This dividend was paid on January 15, 2014, subsequent to our fiscal year end. We did not declare or pay any cash dividends on our common stock in the fiscal year ended December 25, 2012.

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17. RELATED PARTY TRANSACTIONS

During the fiscal year endedDecember 31, 2013 we were a party to a management agreement (the “Management Agreement”) with an affiliate of KSL, pursuant to which we were provided financial and management consulting services in exchange for an annual fee of $1.0 million. In addition, we agreed to reimburse the management company for all of its reasonable out-of-pocket costs and expenses incurred in providing management services to us and certain of our affiliates. During the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, we paid an affiliate of KSL approximately $0.8 million, $1.0 million and $1.0 million, respectively, in management fees. The Management Agreement allowed that, in the event of a financing, refinancing or direct or indirect sale of all or substantially all of our equity or assets, the management company may also be entitled to receive a fee equal to 1% of the lenders’ maximum commitments, in the case of a financing or refinancing, or 1% of the total consideration paid, in the case of a sale. Effective October 1, 2013, the Management Agreement was terminated and in connection with the termination, we made a one-time payment of $5.0 million during the fiscal year endedDecember 31, 2013.

Effective October 1, 2013, we entered into a Financial Consulting Services Agreement with an affiliate of KSL, pursuant to which we are provided certain ongoing financial consulting services. No fees are payable under such agreement, however we have agreed to reimburse the affiliate of KSL for all reasonable out-of-pocket costs and expenses incurred in providing such services to us and certain of our affiliates up to $0.1 million annually.

On December 27, 2012, during the fiscal year endedDecember 31, 2013, we made a $35.0 million distribution to our owners.

During the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, we paid $0.4 million, $0.8 million and $1.2 million respectively, to affiliates of KSL for private party events and consulting services. In addition, during the fiscal year endedDecember 25, 2012 we received $0.2 million from an affiliate of KSL for taxes paid on behalf of affiliates of KSL.

During the fiscal year endedDecember 31, 2013 we entered into a consulting services agreement with an affiliate of KSL whereby we provide certain golf-related consulting services in exchange for an annual fee of $0.1 million. The revenue associated with this contract was immaterial during the fiscal year endedDecember 31, 2013.

As of December 31, 2013 we had receivables of $0.2 million and payables of $0.1 million and as of December 25, 2012, we had receivables of $0.2 million and payables of $0.2 million, for outstanding advances from golf and business club ventures in which we have an equity method investment. We recorded $0.5 million, $0.6 million and $0.6 million in the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively, in management fees from these ventures. As of December 31, 2013 and December 25, 2012, we had a receivable of $1.8 million and $1.9 million, respectively, for volume rebates from Avendra, LLC, the supplier firm in which we have an equity method investment. See Note 4.

We have entered into arrangements whereby members of certain resorts and clubs owned by affiliates of KSL can pay an upgrade charge to have access to our clubs and facilities. We have revenue sharing arrangements with such resorts and clubs whereby we agree to split the amount of the upgrade charges respectively with such entities. We recognized and collected $0.1 million, $0.2 million and $0.2 million during the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively, in revenue associated with these arrangements.

We have also entered into arrangements with affiliates of KSL, whereby we remit royalty payments we receive in connection with mineral leases at certain of our golf and country clubs. During the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, we collected and remitted $0.1 million, $0.1 million and $0.3 million, respectively, in conjunction with these agreements.

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18. QUARTERLY RESULTS OF OPERATIONS (unaudited)

The following table sets forth the historical unaudited quarterly financial data for the periods indicated. The information for each of these periods has been prepared on the same basis as the audited consolidated financial statements and, in our opinion, reflects all adjustments necessary to present fairly our financial results. Operating results for previous periods do not necessarily indicate results that may be achieved in any future period.

	For the seventeen weeks ended			For the twelve weeks ended
2013	December 31, 2013			September 3, 2013			June 11, 2013		March 19, 2013
Total revenues	$	269,566		$	194,835		$	195,619	$	155,060
Direct and selling, general and administrative expenses	259,547			176,653			171,851		145,836
(Loss) income from continuing operations	(32,270		)	(5,030		)	7,118		(10,486		)
Net (loss) income	(32,277		)	(5,034		)	7,122		(10,491		)
Net (loss) income attributable to ClubCorp	(32,358		)	(5,163		)	7,079		(10,450		)
Net (loss) income attributable to ClubCorp per share, basic	$	(0.52	)	$	(0.10	)	$	0.14	$	(0.21	)
Net (loss) income attributable to ClubCorp per share, diluted	$	(0.52	)	$	(0.10	)	$	0.14	$	(0.21	)

	For the sixteen weeks ended			For the twelve weeks ended
2012	December 25, 2012			September 4, 2012			June 12, 2012			March 20, 2012
Total revenues	$	239,185		$	179,997		$	186,056		$	149,706
Direct and selling, general and administrative expenses	221,485			163,564			164,560			142,913
Loss from continuing operations	(2,709		)	(1,827		)	(1,873		)	(9,666		)
Net loss	(3,051		)	(12,398		)	(1,817		)	(9,726		)
Net loss attributable to ClubCorp	(3,165		)	(12,413		)	(1,984		)	(9,713		)
Net loss attributable to ClubCorp per share, basic	$	(0.06	)	$	(0.25	)	$	(0.04	)	$	(0.19	)
Net loss attributable to ClubCorp per share, diluted	$	(0.06	)	$	(0.25	)	$	(0.04	)	$	(0.19	)

19. SUBSEQUENT EVENTS

On January 17, 2014, and on February 7, 2014, we granted 103,886 and 111,589 shares of restricted stock respectively to certain participants under the Stock Plan. Under the terms of the grants, the restrictions will be removed upon satisfaction of time vesting requirements.

On February 7, 2014, we granted 111,610 shares of performance restricted stock units to certain participants under the Stock Plan. Under the terms of the grants, the performance restricted stock units will convert into shares of our common stock upon satisfaction of (i) time vesting requirements and (ii) performance based requirements. The number of performance restricted stock units issued under these grants represents the target number of such units that may be earned, based on the Company's total shareholder return over the applicable performance periods compared with a peer group. If more than the target number of performance restricted stock units vest at the end of a performance period because the Company’s total shareholder return exceeds certain percentile thresholds of the peer group, additional shares will be issued under the Stock Plan at that time. 

On March 3, 2014, ClubCorp acquired Prestonwood Country Club, comprised of two properties, The Creek in Dallas, Texas and The Hills in nearby Plano, Texas, with a purchase price of $11.2 million for net cash consideration of $10.9 million. We are in the process of finalizing our purchase price allocations, which are subject to change until our information is finalized, no later than twelve months from the acquisition date.

On March 15, 2014, one third of the then outstanding RSUs, as described in Note 2, were converted into shares of our common stock as the required time period following our IPO was satisfied and the liquidity vesting requirement was met.

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On March 18, 2014, we declared a cash dividend of $7.7 million, or $0.12 per share of common stock, to the owners of our common stock. This dividend will be paid on April 15, 2014.

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Schedule I - Registrant’s Condensed Financial Statements

ClubCorp Holdings, Inc.

Registrant Only Financial Statements

Condensed Statements of Operations and Comprehensive Loss

For the Fiscal Years EndedDecember 31, 2013, December 25, 2012 and December 27, 2011

(In thousands)

	2013			2012			2011
Equity in net loss of subsidiaries	$	(40,892	)	$	(27,275	)	$	(36,197	)
NET LOSS	(40,892		)	(27,275		)	(36,197		)
NET LOSS ATTRIBUTABLE TO CLUBCORP HOLDINGS, INC.	$	(40,892	)	$	(27,275	)	$	(36,197	)
NET LOSS	(40,892		)	(27,275		)	(36,197		)
Equity in other comprehensive (loss) income of subsidiaries	(398		)	1,890			(2,105		)
COMPREHENSIVE LOSS	(41,290		)	(25,385		)	(38,302		)
COMPREHENSIVE LOSS ATTRIBUTABLE TO CLUBCORP HOLDINGS, INC.	$	(41,290	)	$	(25,385	)	$	(38,302	)

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ClubCorp Holdings, Inc.

Registrant Only Financial Statements

Condensed Balance Sheets

As of December 31, 2013 and December 25, 2012

(In thousands, except share and per share amounts)

	2013			2012
ASSETS
Investment in subsidiaries	$	234,827		$	132,517
TOTAL ASSETS	$	234,827		$	132,517
LIABILITIES AND EQUITY
Distributions to owners declared, but unpaid	7,654			—
TOTAL LIABILITIES	$	7,654		$	—
EQUITY
Common stock of ClubCorp Holdings, Inc., $0.01 par value, 200,000,000 shares authorized; 63,789,730 and 50,569,730 issued and outstanding at December 31, 2013 and December 25, 2012, respectively	638			506
Additional paid-in capital	320,274			184,460
Retained deficit	(93,739		)	(52,449		)
Total stockholders’ equity	227,173			132,517
Total equity	227,173			132,517
TOTAL LIABILITIES AND EQUITY	$	234,827		$	132,517

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ClubCorp Holdings, Inc.

Registrant Only Financial Statements

Condensed Statements of Cash Flows

For the Fiscal Years EndedDecember 31, 2013, December 25, 2012 and December 27, 2011

(In thousands)

	2013			2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(40,892	)	$	(27,275	)	$	(36,197	)
Adjustments to reconcile net (loss) income to cash flows from operating activities:
Equity in net loss of subsidiary	40,892			27,275			36,197
Net cash provided by operating activities	—			—			—
CASH FLOWS FROM INVESTING ACTIVITIES:
Contribution from subsidiary	35,000			—			—
Distribution to subsidiary	(173,250		)	—			—
Net cash used in investing activities	(138,250		)	—			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to owners	(35,000		)	—			—
Proceeds from issuance of common stock in Holdings' initial public offering, net of underwriting discounts and commissions	173,250			—			—
Net cash provided by financing activities	138,250			—			—
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	—			—			—
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	—			—			—
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	—		$	—		$	—
Non-cash investing and financing activities are as follows:
Distribution declared payable to owners	$	7,654		$	—		$	—
Distribution related to utilization of certain deferred tax benefits recorded in connection with the ClubCorp Formation	$	4,518		$	—		$	—

Notes to Condensed Registrant Only Financial Statements

1. ORGANIZATION

ClubCorp Holdings, Inc. (“Holdings”) and its wholly owned subsidiaries CCA Club Operations Holdings, LLC (“Operations' Parent”) and ClubCorp Club Operations, Inc. (“Operations”, and together with Holdings and Operations' Parent, “ClubCorp”) were formed on November 10, 2010, as part of a reorganization of ClubCorp, Inc. (“CCI”), which was effective as of November 30, 2010, for the purpose of operating and managing golf, country, business, sports and alumni clubs.

Holdings is a wholly owned subsidiary of Fillmore CCA Investment, LLC (“Fillmore”), which is wholly owned by an affiliate of KSL Capital Partners, LLC (“KSL”), a private equity fund that invests primarily in the hospitality and leisure business. On September 25, 2013, Holdings completed an initial public offering (our “IPO”) in which we sold 13,200,000 shares of common stock. The offering generated net proceeds to Holdings of approximately $168.9 million after deducting underwriting discounts and commissions and equity-offering costs. Holdings subsequently contributed the net proceeds to Operations.

Holdings has no operations or significant assets or liabilities other than its investment in Operations' Parent and Operations. Accordingly, Holdings is dependent upon distributions from Operations' Parent and Operations to fund its obligations. However, Operations' Parent's and Operations’ ability to pay dividends or lend to Holdings is limited under the terms of our various debt agreements.

2. BASIS OF PRESENTATION

The accompanying condensed financial statements (registrant only) include the accounts of Holdings and its investment in Operations' Parent and Operations accounted for in accordance with the equity method, and do not present the

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financial statements of Holdings and its subsidiaries on a consolidated basis. These registrant only condensed financial statements should be read in conjunction with the ClubCorp Holdings, Inc. consolidated financial statements.

In connection with the ClubCorp Formation, Holdings was formed on November 10, 2010, with 1,000 shares authorized and issued, with a par value of $0.01. On March 15, 2012, Holdings' articles of incorporation were amended to authorize 2,000,000 shares and Holdings effected a 1,000 for 1 forward stock split. On August 2, 2013, Holdings' articles of incorporation were further amended to authorize 200,000,000 shares and Holdings effected a 50 for 1 forward stock split. On September 6, 2013, Holdings effected a 1.0113946 for 1 forward stock split.

3. RESTRICTED STOCK UNITS

On April 1, 2012, Holdings granted 12,552 Restricted stock units (“RSUs”) to certain executives under the ClubCorp Holdings, Inc. 2012 Stock Award Plan, which was amended and restated as of August 14, 2013 (the “Stock Plan”), and allows the holders to receive and maintain an interest in ClubCorp, which interest may be measured by the value of the common stock of Holdings. The RSUs vest based on satisfaction of both a time condition subject to the holders' continued employment and a liquidity condition. The time condition is satisfied with respect to one-third of the RSUs on each of the first three anniversaries of the grant date, subject to the holder remaining employed by us. The liquidity condition is satisfied upon the earlier of a change of control (as defined in the Stock Plan) or after a period of time following the effective date of an initial public offering by us.

On March 15, 2014, the required time period following our IPO was satisfied and the liquidity vesting requirement was met, at which time one third of the RSUs granted were converted into shares of our common stock. The remaining RSUs will convert into shares of our common stock upon satisfaction of the remaining time vesting requirements. After giving effect to the 50 for 1 forward stock split and the 1.0113946 for 1 forward stock split (described in Note 2), 613,963 RSUs remain outstanding as of December 31, 2013.

On September 25, 2013, 20,000 shares of restricted common stock, which vest after one year, were issued under the Stock Plan to certain of ClubCorp's directors. No other equity-based awards were granted during the fiscal year ended December 31, 2013.

4. SUBSEQUENT EVENT

On January 17, 2014, and on February 7, 2014, we granted 103,886 and 111,589 shares of restricted stock respectively to certain participants under the Stock Plan. Under the terms of the grants, the restrictions will be removed upon satisfaction of time vesting requirements.

On February 7, 2014, we granted 111,610 shares of performance restricted stock units to certain participants under the Stock Plan. Under the terms of the grants, the performance restricted stock units will convert into shares of our common stock upon satisfaction of (i) time vesting requirements and (ii) performance based requirements. The number of performance restricted stock units issued under these grants represents the target number of such units that may be earned, based on the Company's total shareholder return over the applicable performance periods compared with a peer group. If more than the target number of performance restricted stock units vest at the end of a performance period because the Company’s total shareholder return exceeds certain percentile thresholds of the peer group, additional shares will be issued under the Stock Plan at that time. 

On March 15, 2014, one third of the then outstanding RSUs, as described in Note 2, were converted into shares of our common stock as the required time period following our IPO was satisfied and the liquidity vesting requirement was met.

On March 18, 2014, we declared a cash dividend of $7.7 million, or $0.12 per share of common stock, to the owners of our common stock. This dividend will be paid on April 15, 2014.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Included in this Form 10-K are certifications of our Chief Executive Officer and our Chief Financial Officer, which are required in accordance with Rule 15d-14 of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This section includes information concerning the controls and controls evaluation referred to in the certifications.

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Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, with the assistance of senior management personnel, have conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 15d-15(e) of Exchange Act) as of December 31, 2013. We perform this evaluation on a quarterly basis so that the conclusions concerning the effectiveness of our disclosure controls and procedures can be reported in our annual and quarterly reports filed under the Exchange Act. Based on this evaluation, and subject to the limitations described below, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2013.

Change in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2013 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and the Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can only provide reasonable, not absolute, assurances that the objectives of the control system are met. The design of a control system reflects resource constraints, and the benefits of controls must be considered relative to their costs. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, have been or will be detected.

ITEM 9B. OTHER INFORMATION

On March 17, 2014, our Compensation Committee approved a 2014 Short Term Incentive Plan (“2014 STI Plan”), in which our NEOs are eligible to participate. Under the 2014 STI Plan, the Compensation Committee made a grant to each NEO in an initial amount expressed as a percentage of his or her base salary (“Initial Grant Amount”). Each grant under the 2014 STI Plan is subject to a minimum Adjusted EBITDA threshold that must be attained before any awards will be paid. Subject to such attainment, in the case of each NEO and subject to his or her continued employment on the payment date, 60% of the Initial Grant Amount is subject to downward or upward adjustment based upon our actual Adjusted EBITDA results for fiscal year 2014 in comparison to budgeted Adjusted EBITDA for fiscal year 2014. The remaining 40% of the Initial Grant Amount may be paid, adjusted downward or upward, or withheld at the discretion of the Compensation Committee based on the NEO's personal performance. Awards, if any, will be paid in cash after completion of the audit of the Company's financial statements in the first quarter of the following year.

Joinder Agreement

On March 21, 2014, the Company’s subsidiaries 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 “New Grantors”), and Citicorp North America, Inc., as administrative agent and collateral agent (“Citicorp”), entered into a joinder agreement (the “Joinder Agreement”) to the Guaranty and Security Agreement, dated as of November 30, 2010 (the “Guaranty and Security Agreement”), by and between Citicorp and Operations and certain of its affiliates signatory thereto as grantors in favor of Citicorp. Pursuant to the Joinder Agreement, each of the New Grantors agreed to guarantee certain obligations of Operations in accordance with the Guaranty and Security Agreement and to grant a security interest in certain of their property in order to secure such obligations.

Pledge Amendment

On March 21, 2014, pursuant to the Guaranty and Security Agreement, Operations’ subsidiary ClubCorp USA, Inc., a Delaware corporation (“ClubCorp USA”), and Citicorp, entered into a pledge amendment (the “Pledge Amendment”), whereby ClubCorp USA agreed to pledge all of the membership interest in the New Grantors in favor of Citicorp and add such membership interest to the collateral referred to in the Guaranty and Security Agreement to secure ClubCorp USA’s and Operations’ obligations thereunder.

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The above descriptions of the Joinder Agreement and the Pledge Amendment are qualified in their entirety by the Joinder Agreement and the Pledge Amendment filed as Exhibits 10.24 and 10.25, respectively, to this Annual Report on Form 10-K, which are incorporated herein by reference.

Fourth Supplemental Indenture

On March 21, 2014, subsidiaries 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 “New Guarantors”), and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee (the “Trustee”), entered into a Fourth Supplemental Indenture, dated as of March 21, 2014 (the “Fourth Supplemental Indenture”) to the Indenture, dated as of November 30, 2010, among Operations, certain of its affiliates signatory thereto, and the Trustee. Pursuant to the Fourth Supplemental Indenture, each of the New Guarantors agreed to unconditionally guarantee all of Operations' obligations under the Indenture with respect to the 10% Senior Notes due 2018, on the terms set forth therein.

The above description of the Fourth Supplemental Indenture is qualified in its entirety by the Fourth Supplemental Indenture filed as Exhibit 4.6 to this Annual Report on Form 10-K, which is incorporated herein by reference.

PART III — OTHER INFORMATION

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers and Directors

The following table sets forth information about our executive officers and directors as of March 14, 2014:

Name	Age	Position
Eric L. Affeldt	56	President, Chief Executive Officer and Director
Curtis D. McClellan	46	Chief Financial Officer and Treasurer
Mark A. Burnett	49	Chief Operating Officer
James K. Walters	51	Executive Vice President of Sales & Revenue
Ingrid J. Keiser	53	General Counsel, Secretary and Executive Vice President of People Strategy
Daniel T. Tilley	51	Chief Information Officer and Executive Vice President
John A. Beckert	60	Director and Chairman of the Board of Directors
Douglas H. Brooks	61	Director
Janet E. Grove	63	Director
Martin J. Newburger	41	Director
Eric C. Resnick	41	Director
Michael S. Shannon	55	Director
Steven S. Siegel	51	Director
William E. Sullivan	59	Director
Bryan J. Traficanti	42	Director

Eric L. Affeldt has served as our Chief Executive Officer since December 2006 and as a director since 2006. Prior to joining us, he served as a principal of KSL. Mr. Affeldt also previously served as president and chief executive officer of KSL Fairways Golf Corporation from January 1995 to June 1998, vice president and general manager of Doral Golf Resort and Spa in Miami and the combined PGA West and La Quinta Resort and Club in California from June 1998 to June 2000 and was a founding partner of KSL Recreation Corporation. In addition, Mr. Affeldt was president of General Aviation Holdings, Inc. from January 2000 to March 2005. He is currently a national vice president of the Muscular Dystrophy Association, a member of the World Presidents’ Organization, and also serves on the board of directors and as the non-executive chairman for Cedar Fair LP. He holds a B.A. in political science and religion from Claremont McKenna College. As a member of the Board of Directors, Mr. Affeldt contributes his knowledge of the resort and recreation industry, as well as substantial experience developing corporate strategy and assessing emerging industry trends and business operations. Mr. Affeldt also brings his insight into the proper functioning and role of corporate boards of directors, gained through his years of service on various boards of directors.

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Curtis D. McClellan has served as our Chief Financial Officer and Treasurer since November 2008. Prior to that, he served as vice president of finance and controller for FedEx Office and Print Services, Inc. from March 2003 to November 2008. Mr. McClellan has worked in a number of retail-oriented, multi-store companies, including Digital Generation Systems, Inc. from January 2002 to March 2003, GroceryWorks.com, LLC from May 2000 to December 2001, and Randall’s Food Markets, Inc. from March 1991 to May 2000. He currently serves on the board of managers and as chair of the audit committee for Avendra, LLC. Mr. McClellan holds a B.S. in accounting from Abilene Christian University and is a Certified Public Accountant.

Mark A. Burnett has served as our Chief Operating Officer since October 2013 and previously served as Executive Vice President of Golf & Country Clubs from December 2006 to October 2013. From December 2004 to December 2006, Mr. Burnett was the owner and operator of a multi-unit territory of Five Guys Enterprises, LLC franchises. Prior to that, he served as chief operating officer for American Golf Corporation from January 2000 to December 2004. Mr. Burnett previously served as president and chief executive officer from June 1998 to December 1999 and chief operating officer from September 1996 to June 1998 for KSL Fairways Golf Corporation, and as vice president of operations for Golf Enterprises, Inc. from January 1993 to August 1996. Mr. Burnett holds a B.S. in business management from Indiana University.

James K. Walters has served as our Executive Vice President Sales & Revenue since January 2010 and previously as Executive Vice President of Sales and Marketing from July 2008 to January 2010. Prior to joining us, Mr. Walters served as group president of hospitality and real estate for Kohler Company from May 2006 to July 2008. Mr. Walters also served as executive vice president of operations from August 2005 to January 2006, senior vice president of operations from March 2004 to August 2005, and senior vice president of sales from August 2000 to February 2004 for Wyndham International. Mr. Walters holds a B.S. in hotel administration from the University of New Hampshire, Whittemore School of Business.

Ingrid J. Keiser has served as our General Counsel, Secretary, and Executive Vice President of People Strategy since July 2008 and previously as Chief Legal Officer from July 2007 to July 2008. Prior to that, Ms. Keiser served as an attorney at American Airlines from August 2004 to July 2007. She previously served as assistant general counsel and assistant secretary for Vail Resorts, Inc. from January 1997 to August 2004, and as senior counsel and secretary for Ralston Resorts, Inc. (formerly known as Keystone Resorts Management, Inc.) from May 1992 to January 1997 and as associate counsel from May 1989 to May 1992. She holds a J.D. from the University of Wisconsin Law School, and a B.A. in international relations from University of California at Davis.

Daniel T. Tilley has served as our Chief Information Officer and Executive Vice President since May 2007. Prior to joining us, he served at BrightStar Golf Group, LLC, where he was a founding member of the management team and his roles included both chief information officer and chief financial officer from December 2004 to May 2007, as well as serving as a consultant from November 2003 to December 2004. Mr. Tilley’s past experience also includes serving as vice president of finance and chief information officer at Spectrum Clubs, Inc. from September 1999 to January 2003. He also served as chief information officer with both Cobblestone Golf Group, Inc. from April 1998 to June 1999 and KSL Fairways Golf Corporation from July 1993 to April 1998. Mr. Tilley holds a B.S. in computer science and mathematics from the University of Pittsburgh.

John A. Beckert has served as a director and the Chairman of our Board of Directors since August 2013. Mr. Beckert has been an operating partner for Highlander Partners, L.P., a private equity firm, since March 2012 and served as a special advisor to Highlander Partners from October 2010 to March 2012. Mr. Beckert is chairman of the board of the Composites Group, a company that develops and manufactures thermoset plastic compounds and custom molded components, where he has been a director since December 2010. In addition, he served on the board of directors of Meisel, a digital graphic arts provider, from July 2008 to December 2012. Previously, from August 2004 to December 2006, Mr. Beckert was ClubCorp, Inc.’s chief executive officer and president and its chief operating officer and president from August 2002 to August 2004. He also served as a member of the board of directors. Prior to that, he was a partner in Seneca Advisors L.L.P. from 2000 to 2002 and president and chief operating officer of Bristol Hotels & Resorts from 1998 to 2000. Mr. Beckert served as vice president of operations of Bristol Hotels & Resorts from 1985 to 1998. Mr. Beckert serves on the board of directors of A.H. Belo, and the audit, compensation and nominating and governance committees of A.H. Belo, and has served as a consultant to our Board of Directors. Mr. Beckert holds a B.S. in hotel administration from Cornell University. Mr. Beckert’s prior experience with ClubCorp and his background in finance and the resort and hotel industries give him the qualifications and skills to serve as a member of our Board of Directors.

Douglas H. Brooks has served as a director since August 2013. Mr. Brooks served as chairman of the board of directors of Brinker International, Inc., a casual dining restaurant company, from November 2004 to December 2013 and currently serves as a consultant to Brinker International. Mr. Brooks served as Brinker International’s chief executive officer from January 2004 to January 2013 and as its president from January 1999 to January 2013. Mr. Brooks has also served in other capacities for Brinker including as its chief operating officer and as president of Chili’s Grill & Bar. In addition to his role as chairman of the board of directors of Brinker International, Mr. Brooks also serves on the board of directors of Southwest

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Airlines Co. and Auto Zone, Inc. He earned a B.S. in Hotel and Restaurant Management from the University of Houston in 1975. As a member of our Board of Directors, Mr. Brooks brings his knowledge of the hotel and restaurant industries, as well as substantial insight into successful compensation and incentive structures.

Janet Grove has served as a director since August 2013. Prior to joining us, Ms. Grove served as corporate vice chairman from February 2003 to June 2011 for Macys, Inc. and chairman & chief executive officer from December 1999 to February 2009 and chairman from February 1998 to December 1999 for Macy’s Merchandising Group. Ms. Grove serves on the board of directors for Safeway, Inc. and Aeropostale, Inc., and in an advisory role to the chief executive officer and senior management for Karstadt Department Stores and has served as a consultant to our Board of Directors. Ms. Grove holds a Bachelor’s Degree in Marketing from California State University in Hayward. Ms. Grove’s in‑depth retail and management experience and her historic knowledge of ClubCorp qualify her to be a member of our Board of Directors.

Martin J. Newburger has served as a director since 2006. He became a partner of KSL in December 2012, having previously served as a principal since July 2006. Prior to joining KSL, Mr. Newburger was a director at Citigroup, focusing on lodging and leisure investment banking clients, from 2005 to 2006. He was a director at Deutsche Bank, with a similar client focus, from 1998 to 2005. He holds a B.A. from the University of Pennsylvania. As a member of the Board of Directors, Mr. Newburger contributes his financial expertise gained from advising clients on various capital markets transactions and on mergers and acquisitions as an investment banker.

Eric C. Resnick has served as a director since 2006. He became a managing director of KSL upon its founding in 2005. Prior to that, he co‑founded and served as chief financial officer of KSL Resorts from 2004 to 2005. Mr. Resnick also previously served as chief financial officer of KSL Recreation Corporation from 2001 to 2004. His past career experience also includes serving at Vail Resorts, Inc. from 1996 to 2001, where his roles included vice president, strategic planning and investor relations and corporate treasurer, as well as serving as a consultant with McKinsey and Company. He holds a B.A. in mathematics and economics from Cornell University. As a member of the Board of Directors, Mr. Resnick contributes his financial expertise and draws on his years of experience in the resort and recreation industry. Mr. Resnick also brings his insight into the proper functioning and role of corporate boards of directors, gained through his years of service on various boards of directors.

Michael S. Shannon has served as a director since 2006. He has served as a managing director of KSL since its founding in 2005. He co-founded and previously served as chief executive officer of KSL Resorts from 2004 to 2005, and founded and previously served as president and chief executive officer of KSL Recreation Corporation from 1992 to 2004. Prior to establishing KSL Recreation, he served as president and chief executive officer of Vail Associates, Inc. from 1986 to 1992. He holds a Bachelor of Business Administration from the University of Wisconsin and a Master of Management in accounting and finance from Northwestern University’s Kellogg School of Management. As a member of the Board of Directors, Mr. Shannon contributes his knowledge of the resort and recreation industry, as well substantial experience developing corporate strategy and assessing emerging industry trends and business operations. Mr. Shannon also brings his insight into the proper functioning and role of corporate boards of directors, gained through his years of service on various boards of directors.

Steven S. Siegel has served as a director since 2006. He has served as a partner at KSL since 2005. Prior to that, he was a partner of Brownstein Hyatt & Farber, P.C. from 1995 to 2005, where he served as chair of the Corporate and Securities Department and as a member of the executive committee. From 1990 through 1995, he was with Kirkland & Ellis LLP, becoming a partner in 1993. He previously served as an associate with Cravath, Swaine & Moore from 1987 to 1990. He holds a J.D. from the University of Chicago and a B.A. in Economics from the Wharton School of the University of Pennsylvania. As a member of the Board of Directors, Mr. Siegel contributes his legal expertise gained in his 18 years advising private equity and corporate clients on securities transactions and mergers and acquisitions. Mr. Siegel also brings his knowledge of travel and leisure companies from his years as a partner with KSL.

William E. Sullivan has served as a director since August 2013. From March 2007 to May 2012, Mr. Sullivan served as chief financial officer of Prologis, Inc., or Prologis, a publicly traded REIT. Prior to joining Prologis, Mr. Sullivan was the founder and president of Greenwood Advisors, Inc., a private financial consulting and advisory firm, from 2005 to 2007. He served as chief executive officer of SiteStuff, Inc. from 2001 to 2005 and chairman of SiteStuff, Inc. from 2001 until the company was sold in June 2007. Mr. Sullivan served as chief financial officer of Jones Lang LaSalle from 1997 to 2001 and in various other capacities with Jones Lang LaSalle since 1984. Prior to joining Jones Lang LaSalle, he was a member of the Communications Lending Group of the First National Bank of Chicago and also served as a member of the tax division of Ernst & Ernst LLP, a predecessor to Ernst & Young LLP. Mr. Sullivan serves on the board of directors of CyrusOne Inc., a publicly traded REIT, as its lead independent director and chair of its audit committee and on the board of directors of Jones Lang LaSalle Income Property Trust, Inc. as chair of its audit committee. Mr. Sullivan holds a M.B.A. in Management and Finance from Northwestern’s Kellogg School of Management and a B.S.B.A. in Accounting and Marketing from Georgetown University. He also is a member of the American Institute of Certified Public Accounts. As a member of our Board of Directors,

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Mr. Sullivan contributes his financial literacy gained through his years of service as a chief financial officer and as the founder and president of a financial consulting and advisory firm.

Bryan J. Traficanti has served as a director since 2012. Since 2006, he has served as a portfolio manager at KSL. Mr. Traficanti’s portfolio companies have included our company since its acquisition by affiliates of KSL. Prior to that, he served as vice president of asset management at Destination Hotels & Resorts from 2004 to 2006. From 2001 to 2004, Mr. Traficanti served as a director of finance for KSL Resorts, and from 1998 to 2001, he worked in Strategic Planning and Investor Relations at Vail Resorts. Prior to that, he served in public accounting at KPMG Peat Marwick from 1994 to 1998. He holds a Bachelors Degree from the State University of New York at Albany and is a Certified Public Accountant. As a member of the Board of Directors, Mr. Traficanti contributes his financial and accounting expertise and draws on his years of experience in the resort and recreation industry.

Our executive officers are appointed by our Board of Directors and serve until their successors have been duly elected and qualified. There are no family relationships among any of our directors or executive officers.

Board of Directors

Our business and affairs are managed under the direction of our Board of Directors. Our Board of Directors consists of 10 directors. Subject to certain provisions in our amended and restated articles of incorporation, our amended and restated bylaws establish a range for the authorized number of directors comprising our Board of Directors of not less than three but not more than fifteen, with the actual number to be fixed from time to time by resolution of our Board of Directors.

In accordance with our amended and restated articles of incorporation and our amended and restated bylaws, our Board of Directors is divided into three classes with staggered three-year terms. At each annual meeting of stockholders after the initial classification, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Our directors are divided among the three classes as follows:

• Our class I directors are Martin J. Newburger, Steven S. Siegel and Bryan J. Traficanti and their term will expire at the annual meeting of stockholders to be held in 2014.

• Our class II directors are Janet E. Grove, Eric C. Resnick and Michael S. Shannon and their term will expire at the annual meeting of stockholders to be held in 2015.

• Our class III directors are Eric L. Affeldt, John A. Beckert, Douglas H. Brooks and William E. Sullivan and their term will expire at the annual meeting of stockholders to be held in 2016.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our Board of Directors may have the effect of delaying or preventing a change of our management or a change in control. In addition, our amended and restated articles of incorporation include provisions giving KSL’s affiliates the right, determined in proportion to their collective beneficial ownership of our common stock, to nominate at least a certain percentage of the members of our Board of Directors as set forth below:

% of Common Stock Beneficially Owned by KSL’s Affiliates	% of Total Directors KSL is Entitled to Nominate
50% or more	At least a majority
More than 40% but less than 50%	At least 40%
More than 30% but less than 40%	At least 30%
More than 20% but less than 30%	At least 20%
More than 5% but less than 20%	At least 10%

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Role of Board of Directors in Risk Oversight

The Board of Directors has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by the Audit Committee. The Audit Committee represents the Board of Directors by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls and our compliance with legal and regulatory requirements. Through its regular meetings with management, including the finance, legal, and internal audit functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the Board of Directors all areas of risk and the appropriate mitigating factors. In addition, our Board of Directors receives periodic detailed operating performance reviews from management.

Controlled Company Exception

As of December 31, 2013, affiliates of KSL beneficially owned approximately 64% of our common stock. As a result, under our amended and restated articles of incorporation, certain affiliates of KSL are entitled to nominate up to a majority of the total number of directors comprising our Board of Directors and we are a “controlled company” within the meaning of the NYSE corporate governance standards. Under the NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including (1) the requirement that a majority of the Board of Directors consist of independent directors, (2) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, (3) the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (4) the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees. We utilize certain of these exemptions. As a result, we do not have a majority of independent directors on our Board of Directors; and we do not have a nominating and corporate governance committee or a compensation committee that is composed entirely of independent directors. Also, these committees may not be subject to annual performance evaluations. Accordingly, you do not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements. In the event that we cease to be a “controlled company”, we will be required to comply with these provisions within the transition periods specified in the NYSE corporate governance rules.

Committees of the Board of Directors

The standing committees of our Board of Directors consists of an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee.

Our president and chief executive officer and other executive officers regularly report to the non-executive directors and the Audit, the Compensation and the Nominating and Corporate Governance Committees to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. The director of internal audit reports functionally and administratively to our chief financial officer and directly to the Audit Committee. We believe that the leadership structure of our Board of Directors provides appropriate risk oversight of our activities given the controlling interests held by affiliates of KSL.

Audit Committee

Our Audit Committee consists of William E. Sullivan, who serves as the Chair, John A. Beckert, Douglas H. Brooks and Bryan J. Traficanti. William E. Sullivan, Douglas H. Brooks and John A. Beckert qualify as independent directors under NYSE corporate governance standards and the independence requirements of Rule 10A-3 of the Securities Act. Our Board of Directors has determined that William E. Sullivan qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K.

The purpose of the Audit Committee is to assist our Board of Directors in overseeing and monitoring (1) the quality and integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, (4) the performance of our internal audit function and (5) the performance of our independent registered public accounting firm. The Audit Committee also prepares the audit committee report required by the SEC to be included in our proxy statement.

Our Board of Directors has adopted a written amended and restated charter for the Audit Committee which is available on our website.

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Compensation Committee

Our Compensation Committee consists of Douglas H. Brooks, who serves as the Chair, and Janet E. Grove, Martin J. Newburger and Bryan J. Traficanti.    The purpose of the Compensation Committee is to assist our Board of Directors in discharging its responsibilities relating to (1) setting our compensation program and compensation of our executive officers and directors, (2) monitoring our incentive and equity‑based compensation plans and (3) preparing the compensation committee report required to be included in our proxy statement under the rules and regulations of the SEC.

Our Board of Directors has adopted a written charter for the Compensation Committee which is available on our website.

Compensation Committee Interlocks and Insider Participation

Mr. Affeldt, our President and Chief Executive Officer, does not actively participate in the Board of Directors discussions regarding his own compensation. Mr. Affeldt and Ms. Keiser were present for such discussions relating to the 2013 NEO compensation program (as defined below). They made compensation recommendations regarding officers and personnel, and Mr. Affeldt also made recommendations regarding his own compensation. While Mr. Affeldt and Ms. Keiser were each present for such discussions, neither of them determined their own compensation. None of our executive officers has served as a member of a compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served as a director of our company. We are parties to certain transactions with affiliates of KSL described in “Certain Relationships and Related Party Transactions”.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee, consists of Janet E. Grove, who serves as the Chair, and John A. Beckert, Martin J. Newburger and Steven S. Siegel. The purpose of our Nominating and Corporate Governance Committee is to assist our Board of Directors in discharging its responsibilities relating to (1) identifying individuals qualified to become new Board of Directors members, consistent with criteria approved by the Board of Directors, subject to our amended and restated articles of incorporation and amended and restated bylaws; (2) reviewing the qualifications of incumbent directors to determine whether to recommend them for reelection and selecting, or recommending that the Board of Directors select, the director nominees for the next annual meeting of stockholders; (3) identifying Board of Directors members qualified to fill vacancies on the Board of Directors or any Board of Directors committee and recommending that the Board of Directors appoint the identified member or members to the Board of Directors or the applicable committee, subject to our amended and restated articles of incorporation and amended and restated bylaws; (4) reviewing and recommending to the Board of Directors corporate governance principles applicable to us; (5) overseeing the evaluation of the Board of Directors and management; and (6) handling such other matters that are specifically delegated to the committee by the Board of Directors from time to time.

Our Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee which is available on our website.

Director Independence

Pursuant to the corporate governance listing standards of the NYSE, a director employed by us cannot be deemed to be an “independent director”, and each other director will qualify as “independent” only if our Board of Directors affirmatively determines that he or she has no material relationship with us, either directly or as a partner, stockholder or officer of an organization that has a relationship with us. Ownership of a significant amount of our stock, by itself, does not constitute a material relationship.

Our Board of Directors has affirmatively determined that John A. Beckert, Douglas H. Brooks, Janet E. Grove and William E. Sullivan are “independent” members of our Board of Directors in accordance with NYSE rules.

Code of Business Conduct and Ethics

Our Board of Directors has adopted an Amended and Restated Code of Business Conduct and Ethics (the “Code of Ethics”) applicable to all employees, executive officers and directors that addresses legal and ethical issues that may be encountered in carrying out their duties and responsibilities, including the requirement to report any conduct they believe to be a violation of the Code of Ethics. The Code of Ethics is available on our website. If we were ever to further amend or waive any provision of our Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting

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officer or any person performing similar functions, we intend to satisfy our disclosure obligations with respect to any such waiver or amendment by posting such information on our website rather than by filing a Form 8-K.

ITEM 11.  EXECUTIVE COMPENSATION

Named Executive Officers

For the fiscal year ended December 31, 2013, the following individuals were our Named Executive Officers (or NEOs):

• Eric L. Affeldt, our President and Chief Executive Officer;

• Curtis D. McClellan, our Chief Financial Officer and Treasurer;

• Mark A. Burnett, our Chief Operating Officer;

• James K. Walters, our Executive Vice President of Sales & Revenue; and

• Ingrid J. Keiser, our General Counsel, Secretary and Executive Vice President of People Strategy.

Overview of Compensation Policies and Objectives

All decisions regarding the compensation program for our NEOs for the fiscal year ended December 31, 2013 were made by our Board of Directors prior to the completion of our IPO on September 25, 2013, except that decisions made regarding the amounts of annual bonuses paid to our NEOs in respect of fiscal year 2013 were made after our IPO as described in “Annual Cash Bonuses”. The period prior to the completion of our IPO is referred to below as the “pre-IPO period”. The compensation program for our NEOs for the fiscal year ended December 31, 2013 is referred to below as the “2013 NEO compensation program”.

During the pre-IPO period, we did not have a compensation committee. During that period, the Board of Directors performed the functions of a typical compensation committee and made compensation decisions in relation to the compensation of our NEOs, following consideration of recommendations from Mr. Affeldt and Ms. Keiser. See “Role of Our Named Executive Officers in Compensation Decisions”.

With respect to the 2013 NEO compensation program, consistent with our practice during the pre-IPO period, our general compensation arrangements were guided by the following principles and business objectives:

• alignment between the interests of our executive officers and our stockholders’ interests by tying both annual and long-term incentive compensation to financial and operations performance and, ultimately, to the creation of enterprise value;

• attracting and retaining high caliber executives and key personnel by offering total compensation that was competitive with that offered by similarly situated companies and rewarded personal performance; and

• supporting business growth, financial results and the expansion of our portfolio of clubs.

During the pre-IPO period, we were not required to use, and generally did not use, many of the compensation practices and policies employed by publicly traded companies subject to the executive compensation disclosure rules of the SEC and Section 162(m) of the Code.

Compensation Decision‑Making

For the 2013 NEO compensation program, consistent with the Company’s practice during the pre-IPO period, the Board of Directors relied on its judgment in making compensation decisions after reviewing our performance, including our short‑ and long-term strategies and current economic and market conditions. In making these decisions, the Board of Directors carefully evaluated an executive’s performance during the year against established goals, leadership qualities, operational performance, business responsibilities, the executive’s career with us, current compensation arrangements and long-term potential to enhance enterprise value. During this period, our main objective in establishing compensation arrangements was to set criteria that were consistent with our business strategies. Generally, in evaluating performance for these purposes, the Board of Directors reviewed the following criteria:

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• our strategic goals and objectives;

• individual management objectives that relate to our strategies;

• achievement of specific operational goals of the executive officers, including the acquisition of strategic properties; and

• our overall financial performance.

During the pre-IPO period, our executive compensation programs and policies depended upon the position and responsibility of each NEO and were consistent with our objectives. However, our Board of Directors did not specifically weigh these goals and objectives in our assessment of executive compensation arrangements, and we did not rely on these goals exclusively in making compensation decisions.

Under the 2013 NEO compensation program, our NEOs were eligible for a mix of guaranteed and performance‑based compensation. Our Board of Directors attempted to achieve an appropriate mix between these two types of compensation, as well as an appropriate balance between cash and equity‑based compensation. The 2013 NEO compensation program did not have formal policies relating to the allocation of total compensation among the various elements of compensation which we provide. The 2013 NEO compensation program was designed to be competitive with companies with whom we compete for executive talent and to be fair and equitable to us, our executives and our stockholders. We believe that the 2013 NEO compensation program provided appropriate compensation opportunities based on individual performance in the short-term as we prepared for our IPO and induced them to contribute to the creation of enterprise value over the long-term.

The Compensation Committee of the Board of Directors was formed in August 2013, at which time the Board of Directors adopted the Compensation Committee charter. Beginning after our IPO, the Compensation Committee assumed responsibility for determining Mr. Affeldt’s compensation and for approving, or reviewing and recommending to the Board of Directors, the compensation payable to our other executive officers. The Compensation Committee’s responsibilities include the establishment of, or the review and recommendation for the Board of Directors for establishment of, new executive compensation programs. With regard to the 2013 NEO compensation program, the Compensation Committee determined only what bonus awards were to be paid to the NEOs as described in Annual Cash Bonuses; all other compensation payable to our executive officers under the 2013 NEO program was approved by the Board of Directors during the pre-IPO period.

Role of our Named Executive Officers in Compensation Decisions

We completed our IPO on September 25, 2013, after our Board of Directors had established the 2013 NEO compensation program. All decisions regarding compensation received by our NEOs pursuant to the 2013 NEO compensation program were determined by our Board of Directors, except that decisions made regarding the amounts of annual bonuses paid to our NEOs in respect of fiscal year 2013 were made after our IPO as described in “Annual Cash Bonuses”. Mr. Affeldt made recommendations to the Board of Directors regarding his own compensation pursuant to the 2013 NEO compensation program, including recommendations with respect to his salary and with respect to the discretionary bonuses paid to Messrs. Affeldt, McClellan and Ms. Keiser for their contributions to our IPO, as described in “Annual Cash Bonuses”. Although he was present for discussion of his recommendations, Mr. Affeldt did not actively participate in these discussions or determine his own compensation, including his bonus related to our IPO.

We anticipate that all compensation decisions regarding the compensation program for our NEOs in fiscal years beginning with 2014 will be determined by the Compensation Committee. In this regard, we expect that the Compensation Committee will consult with senior executives in all areas of our organization, review the performance of our NEOs and establish, or recommend to the Board of Directors, individual management objectives and compensation levels for our NEOs. We also anticipate that in future fiscal years, Mr. Affeldt and Ms. Keiser will continue to attend portions of Compensation Committee discussions about compensation for officers generally and that they will discuss and make recommendations regarding the compensation of individual executive officers other than themselves. However, we anticipate that neither Mr. Affeldt nor Ms. Keiser will make recommendations to the Compensation Committee regarding his or her own compensation and that neither will be present when his or her own compensation is determined.

Compensation Strategies and Use of Peer Groups

Our Board of Directors did not historically use consultants or specific peer groups in developing the compensation packages for our NEOs. Instead, executive compensation was determined by our Board of Directors using its own judgment, following input from Mr. Affeldt and Ms. Keiser, as well as the experience of the Board of Directors’ members with

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compensation structures and programs in other companies with which they have been associated or on whose boards of directors they have served.

With respect to the compensation program for our NEOs in 2014, the Compensation Committee has utilized compensation consultants to provide benchmarking and peer group analyses in determining and developing the program. The Compensation Committee’s charter provides the Compensation Committee with sole discretion to retain any compensation consultant, independent legal counsel or other adviser and requires us to provide the Compensation Committee with funding for these purposes. We retained Pearl Meyer & Partners (“Pearl Meyer”) in May, 2013 to provide a compensation study to the Board of Directors. In December, 2013, the Compensation Committee retained Mercer (US) Inc. (“Mercer”) to provide consulting in connection with the long-term incentive component of the compensation program for our executive officers for fiscal year 2014. Pearl Meyer had not provided any services to us prior to its engagement. Mercer had previously provided certain pension administration and consulting services related to an affiliate that we have since sold. The studies, analyses and consulting provided by Pearl Meyer & Partners and by Mercer were not used in decisions related to the 2013 NEO compensation program.

Elements of Our 2013 Executive Compensation Program

The 2013 NEO compensation program established by our Board of Directors consisted of the following elements:

• base salary;

• annual discretionary and long-term cash bonuses;

• equity‑based awards, including change of control provisions;

• severance payments; and

• health and retirement benefits and perquisites, including relocation benefits and life insurance benefits.

The 2013 NEO compensation program did not include formal policies relating to the allocation of total compensation among the various elements of compensation.

Base Salary

Pursuant to the 2013 NEO compensation program, the annual base salaries of our NEOs were set with the objective of attracting and retaining highly-qualified individuals for the relevant positions and rewarding individual performance. When determining salary levels for individual executive officers, our Board of Directors considered salary ranges for comparable positions at companies in our industry, the executive’s responsibilities, experience, potential, individual performance and contribution to our business; however, none of these factors had been subject to any specific performance targets, nor given a specific weighting in the compensation decision-making process. The Board of Directors also considered other factors such as the unique skills of our NEOs, demand in the labor market and succession planning.

As of December 31, 2013, the annual base salaries payable to our NEOs were as follows:

Eric L. Affeldt	$	500,000
Curtis D. McClellan	$	320,000
Mark A. Burnett	$	375,000
James K. Walters	$	317,000
Ingrid J. Keiser	$	275,000

Based on a review of our NEOs’ base salaries for fiscal year 2013, and based on its judgment regarding the responsibilities of our executive officers, our Board of Directors increased the annual base salaries for Mr. McClellan from $310,000 to $320,000 effective as of May 1, 2013, Mr. Burnett from $365,000 to $375,000 effective as of May 1, 2013, and Mr. Walters from $310,000 to $317,000 effective as of May 1, 2013. None of the other NEOs received a salary adjustment in fiscal year 2013.

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Annual Cash Bonuses

Under the 2013 NEO compensation program, each of our NEOs was eligible to earn an annual cash bonus up to an amount equal to a specified percentage of such NEO’s base salary (see “- Executive Employment Agreements”, below). Our overall financial performance generally determined what percentage, if any, of a NEO’s annual target bonus was realized. However, the terms of the program required that a minimum Adjusted EBITDA threshold be attained before any bonuses were paid. The minimum pre-established Adjusted EBITDA threshold for fiscal year 2013 was attained, and a sub-committee of the Compensation Committee, consisting solely of non-employee directors, on behalf of the Board of Directors determined what bonus awards were to be paid to the NEOs. Specifically, given the attainment of the Adjusted EBITDA performance for fiscal year 2013, discretionary bonuses in respect of the fiscal year 2013 bonus program were paid as follows:

Eric L. Affeldt	$	250,000
Curtis D. McClellan	$	150,000
Mark A. Burnett	$	190,000
James K. Walters	$	125,000
Ingrid J. Keiser	$	125,000

Mr. Burnett’s annual cash bonus included $15,000 attributed to assisting us in providing certain consulting services in 2013 to an affiliate of KSL.

Additionally, the Board of Directors granted each of Mr. Affeldt, Mr. McClellan, and Ms. Keiser a discretionary bonus of $100,000 for their roles in and contribution to the completion of our IPO.

Long-Term Incentive Plan

In fiscal year 2011, we adopted a long-term cash incentive plan (“LTIP”) pursuant to which participants, including our NEOs, were eligible to earn a cash award at the end of a three-year period, based on our achieving or exceeding a threshold Adjusted EBITDA performance goal for fiscal year 2013. The Adjusted EBITDA performance goal for fiscal year 2013 was defined in a substantially similar manner as for our fiscal year 2013 bonus program, as discussed above, and was attained, and the Board of Directors determined in its sole discretion what awards were to be paid under the program. Specifically, cash payments in the amounts set forth below were awarded in 2013 and paid subsequent to December 31, 2013.

Named Executive Officer	LTIP Awarded in 2013
Eric L. Affeldt	$	700,000
Curtis D. McClellan	$	310,000
Mark A. Burnett	$	400,000
James K. Walters	$	300,000
Ingrid J. Keiser	$	290,000

Equity-Based Awards

We believe that successful performance over the long term is aided by the use of equity-based awards which create an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business. Equity-based awards also allow for a portion of our executive compensation to be “at-risk” and directly tied to the performance of our business.

Except for the awards of restricted stock issued upon surrender of Class C units of Fillmore (as described below), no equity-based awards were granted to our NEOs during fiscal year 2013.

Conversion of Fillmore Units

In connection with the consummation of our IPO, each of our NEOs surrendered all of the Class A units and Class C units of Fillmore CCA Investment, LLC (“Fillmore”) then held by them in exchange for shares of our common stock previously held by Fillmore. The number of shares of our common stock delivered to our NEOs was determined in a manner intended to equate the aggregate fair value of such shares at our IPO offering price to the aggregate fair value of the NEOs’ Class A units

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and Class C units immediately prior to the conversion, based on the relative fair value priorities applicable to various classes of Fillmore's Class A units and Class C units.

The Class A units held by our NEOs were fully vested at the time they were surrendered, with the exception of 20% of the Class A units held by Mr. McClellan that were converted from Class B units in connection with the ClubCorp Formation, which units were originally scheduled to vest on November 17, 2013. The vesting of these units was fully accelerated by our Board of Directors immediately prior to the surrender of such units in recognition of Mr. McClellan’s efforts to complete our IPO. 

Vested Class C units were exchanged for shares of our common stock and unvested Class C units were exchanged for unvested restricted shares of our common stock, which are subject to the time vesting requirements described below. The table below reflects the number of restricted shares of our common stock that were received by each NEO upon such exchange of Class C units.

Named Executive Officer	Number of Restricted Shares Received In Exchange For Class C Units
Eric L. Affeldt	66,061
Curtis D. McClellan	34,301
Mark A. Burnett	40,653
James K. Walters	34,301
Ingrid J. Keiser	34,301

The restricted shares vest in two equal annual installments, with the first 50% having vested on December 31, 2013, and the remaining 50% vesting on December 31, 2014, subject to the continued employment of the respective NEO.

Restricted Stock Units Awarded under the Stock Award Plan

On April 1, 2012, our Board of Directors granted awards of restricted stock units (“RSUs”) to our NEOs under the terms of the Stock Plan, as listed in the table below:

Named Executive Officer	Number of Restricted Stock Units
Eric L. Affeldt	283,241
Curtis D. McClellan	31,201
Mark A. Burnett	169,964
James K. Walters	31,201
Ingrid J. Keiser	31,201

The numbers of RSUs listed above reflect two forward stock splits effected in 2013. See Notes 2 and 16 to our audited consolidated financial statements contained in this Annual Report on Form 10-K for a description of the stock splits and their effect on the RSUs listed above.

The RSUs awarded to our NEOs vest based upon the satisfaction of both a time condition and a liquidity condition. The time condition is satisfied with respect to one‑third of the RSUs on each of the first three anniversaries of the vesting commencement date as set forth in the applicable RSU agreement. The initial vesting event is a liquidity condition that is satisfied upon the first to occur of the following dates: (i) the date of a change in control (as defined in the Stock Plan), (ii) the date that is six months following the effective date of an initial public offering of us or any of our direct or indirect parent companies or (iii) March 15th of the year following the year in which such an initial public offering occurs. The number of RSUs that vest on such initial vesting event is determined by the product obtained by multiplying the total number of RSUs granted to such NEO by a fraction, the numerator of which is the number of anniversaries (up to a maximum of three) under the time condition that have elapsed from the vesting commencement date set forth in the RSU award agreement to the earlier of (a) the date of the initial vesting event and (b) the date the NEO ceases to be employed by us and the denominator of which is three. If the NEO is employed by us on the date of an initial vesting event, then with respect to the RSUs that have not satisfied the time condition as of such initial vesting date, such RSUs will continue to vest at the rate of one-third per year on each anniversary of the vesting commencement date. Our Board of Directors granted larger RSU awards to each of Messrs. Affeldt

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and Burnett in recognition of their level of responsibility for our entire business and in order to make a larger portion of their annual compensation both be “at-risk” and directly tied to the performance of our business.

On March 15, 2014, the required time period following our IPO was satisfied and the liquidity vesting requirement was met. On that date, one third of the then outstanding RSUs were converted into shares of our common stock. The remaining RSUs will convert into shares of our common stock upon satisfaction of the remaining time vesting requirements. (See below under the headings, “Outstanding Equity Awards at December 31, 2013” and “Equity Awards Vested in Fiscal Year 2013”.)

Severance and Change in Control Benefits

We do not have a formal severance policy and, as a general matter, do not provide contractual severance protections to our NEOs. However, we have from time to time agreed to provide contractual severance protections pursuant to arm’s-length negotiations of an executive officer’s employment arrangement with us. In general, severance payments and benefits are intended to ease the consequences of an unexpected or involuntary termination of employment within the first two years of employment and to give an executive an opportunity to find new employment. Typically, the severance benefit ranges from six months to two years of base salary if the executive is terminated by us without cause within the first two years of employment. Rights to severance expire following two years of employment as we expect that the executive will have fully transitioned into his or her new role such that severance protection will no longer be appropriate after the expiration of the two-year severance protection period.

In addition, we may also enter into severance agreements with a terminating executive from time to time which agreements have in the past provided for severance benefits consisting of a severance payment equivalent to the executive’s base salary for a number of months and continued club membership privileges for a period of time following termination of employment.

We do not generally provide change of control benefits to our executives and none of our NEOs currently have a contractual right to receive severance upon termination of employment for any reason.

Health Benefits

We offer group health insurance coverage to all of our full-time employees. Because our employees, including our executive officers, are not eligible to participate in our group health plans for the first 90 days of their employment, we generally provide any executive who commences employment with us with a lump sum payment (plus a tax gross-up) equal to the difference between what the executive would have paid for health benefits under our plans and the executives’ out-of-pocket costs for COBRA coverage under such executive’s former employer’s plan for a period of 90 days.

Retirement Benefits

We maintain a defined contribution pension plan (the “401(k) Plan”), for all full-time employees with at least six months of service, including our NEOs. The 401(k) Plan provides that each participant may make pre-tax and post-tax contributions pursuant to certain restrictions; however, we do not provide any type of discretionary contribution or matching contribution.

We do not provide any non-qualified deferred compensation or defined benefit pension plans to any of our executive officers.

Perquisites

We typically compensate our executive officers in cash and equity rather than with perquisites, and do not view perquisites as a significant element of our total compensation structure. However, pursuant to our executive relocation policy, we typically reimburse executive officers who are required to relocate in connection with the commencement of their employment with us. We also reimbursed expenses incurred by Mr. Walters for commuting in fiscal year 2013 from his primary residence in Wisconsin to our office in Dallas, Texas, including a tax gross-up on the amount of such expenses. In addition, we pay premiums pursuant to a life insurance policy on the life of Mr. Affeldt, which provides a death benefit to Mr. Affeldt’s beneficiaries in the amount of $2 million.

All of our employees, including our executive officers, are entitled to complimentary use of our club facilities and other company-owned properties, as well as discounts on various products and services sold or provided at our facilities. In addition, our executives may elect to activate a membership without payment of an initiation fee or monthly dues at a company-owned club of their choosing. Because we do not incur any additional expense in connection with the provision of membership privileges to our executives and because such membership privileges are not substantially different than the general use

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privileges extended to our employees, we do not consider either club membership or club use privileges to be a company-provided perquisite.

Tax Implications

Section 162(m) of the Code (as interpreted by IRS Notice 2007-49) denies a federal income tax deduction for certain compensation in excess of $1 million per year paid to the chief executive officer and the three other most highly-paid executive officers (other than the company’s chief executive officer and chief financial officer) of a publicly‑traded corporation. Certain types of compensation, including compensation based on performance criteria that are approved in advance by stockholders, are excluded from the deduction limit. In addition, “grandfather” provisions may apply to certain compensation arrangements that were entered into by a corporation before it was publicly held. The Compensation Committee’s policy is to qualify compensation paid to our executive officers for deductibility for federal income tax purposes to the extent feasible. However, to retain highly skilled executives and remain competitive with other employers, the Compensation Committee will have the right to authorize compensation that would not otherwise be deductible under Section 162(m) or otherwise and to pay bonuses in any amount, including discretionary bonuses or bonuses with performance goals that are different from those under our annual bonus program.

Summary Compensation Table

The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our NEOs for services provided to us during fiscal years 2012 and 2013:

Name and Position	Year	Salary		Bonus			Stock Awards (2)			Non-Equity Incentive Plan Compensation		All Other Compensation			Total
Eric L. Affeldt	2013	$	500,000	$	350,000	(1)	$	—		$	700,000	$	6,524	(4)	$	1,556,524
Chief Executive Officer and President	2012	$	500,000	$	100,000		$	2,500,269		$	—	$	6,445		$	3,106,714
Curtis D. McClellan	2013	$	316,538	$	250,000	(1)	$	18,259	(3)	$	310,000	$	—		$	894,797
Chief Financial Officer and Treasurer	2012	$	310,000	$	90,000		$	275,427		$	—	$	—		$	675,427
Mark A. Burnett	2013	$	371,539	$	190,000	(1)	$	—		$	400,000	$	—		$	961,539
Executive Vice President, Operations Golf & Country Club	2012	$	365,000	$	135,000	(1)	$	1,500,340		$	—	$	—		$	2,000,340
James K. Walters	2013	$	314,577	$	125,000	(1)	$	—		$	300,000	$	10,000	(5)	$	749,577
Executive Vice President, Sales & Revenue	2012	$	310,000	$	90,000		$	275,427		$	—	$	10,000		$	685,427
Ingrid J. Keiser	2013	$	275,000	$	225,000		$	—		$	290,000	$	—		$	790,000
General Counsel, Secretary and Executive Vice President of People Strategy

_______________________

(1) Represents the discretionary bonuses paid to each of Messrs. Affeldt, McClellan, Burnett, Walters and Ms. Keiser in respect of fiscal year 2013, as well as discretionary bonuses of $100,000 paid to each of Mr. Affeldt, Mr. McClellan, and Ms. Keiser in respect of fiscal year 2013 for their roles in and contribution to the completion of our IPO. Mr.

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Burnett’s annual cash bonus included $15,000 attributed to assisting us in providing certain consulting services in 2013 to an affiliate of KSL. See Note 17 to our audited consolidated financial statements contained in this Annual Report on Form 10-K for a description of “Related Party Transactions”.

(2) Except for the awards of restricted stock issued upon surrender of Class C Units of Fillmore, no equity-based awards were granted to our NEOs during fiscal year 2013.

(3) Represents the value associated with the acceleration of vesting of the certain Class A units which were previously converted from Class B units held by Mr. McClellan. The vesting of these unvested units was fully accelerated by our Board of Directors immediately prior to the surrender of such units in recognition of Mr. McClellan’s efforts to complete our IPO. These units were originally scheduled to vest on November 17, 2013.

(4) Represents a payment of (i) $4,740 as reimbursement for a premium paid by Mr. Affeldt pursuant to his life insurance policy; and (ii) $1,784 as a tax gross-up on the amount of the premium.

(5) Represents a payment of (i) $6,821 as reimbursement of Mr. Walters’ expenses incurred in commuting from his primary residence in Wisconsin to our office in Dallas, Texas; and (ii) $2,667 as a tax gross-up of the commuting expenses described in clause (i).

Grants of Plan-Based Awards in Fiscal Year 2013

Except for the awards of restricted stock issued upon surrender of Class C Units of Fillmore, no equity-based awards were granted to our NEOs during fiscal year 2013.

Outstanding Equity Awards at December 31, 2013

The following table provides information regarding outstanding equity awards held by our NEOs as of December 31, 2013:

	Stock Awards
Name	Number of restricted  shares and RSU that have  not vested (#)		Fair value of  restricted shares and RSU that have  not vested ($) (2)
Eric L. Affeldt	33,030	(1)	$	585,952
	283,241	(3)	$	5,024,695
Curtis D. McClellan	17,150	(1)	$	304,241
	31,201	(3)	$	553,506
Mark A. Burnett	20,326	(1)	$	360,583
	169,964	(3)	$	3,015,161
James K. Walters	17,150	(1)	$	304,241
	31,201	(3)	$	553,506
Ingrid J. Keiser	17,150	(1)	$	304,241
	31,201	(3)	$	553,506

_______________________

(1) All of the shares that have not vested are scheduled to vest on December 31, 2014. These shares represent Class C units which were granted on April 11, 2011 and later exchanged for restricted shares of our common stock previously held by Fillmore in connection with the consummation of our IPO on September 25, 2013.

(2) Reflects the fair market value of a share as of December 31, 2013, which was determined based on the last reported closing price of our common stock of $17.74 multiplied by the number of shares, or RSUs, as applicable.

(3) The RSUs were granted under the 2012 Stock Award Plan on April 1, 2012 and vest based on satisfaction of both a time condition subject to the holders' continued employment and a liquidity condition. The time condition is satisfied with respect to the RSUs on each of the first three anniversaries of the grant date, subject to the holder remaining employed by us. The liquidity condition is satisfied upon the earlier of a change of control (as defined in the Stock

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Plan) or after a period of time following the effective date of an initial public offering by us. On March 15, 2014, the required time period following our IPO was satisfied and the liquidity vesting requirement was met. On that date, one third of the then outstanding RSUs were converted into shares of our common stock. The remaining RSUs will convert into shares of our common stock upon satisfaction of the remaining time vesting requirements.

Equity Awards Vested in Fiscal Year 2013

No RSUs vested in fiscal year 2013. The following table provides information regarding the vesting of shares received in exchange for Class C units during fiscal year 2013:

	Stock Awards
Name	Number of shares acquired on vesting (#) (1)	Value realized ($) (2)
Eric L. Affeldt	99,092	$	1,510,815
Curtis D. McClellan	51,452	$	784,464
Mark A. Burnett	60,980	$	929,734
James K. Walters	51,452	$	784,464
Ingrid J. Keiser	51,452	$	784,464

_________________________

(1) These shares represent Class C units which were granted on April 11, 2011 and later exchanged for shares of Holdings' common stock previously held by Fillmore in connection with the consummation of our IPO on September 25, 2013. A portion vested on September 25, 2013 in connection with our IPO, while a portion vested on December 31, 2013 in accordance with the time vesting requirements.

(2) Reflects the fair market value of a share as of the vesting dates of September 25, 2013 and December 31, 2013, which were determined based on the last reported closing price of our common stock at each vesting date multiplied by the number of shares vested.

Executive Offer Letters

Eric L. Affeldt

We issued an employment offer letter to Mr. Affeldt, effective as of March 1, 2011, pursuant to which he continues to serve as our President and Chief Executive Officer, and as a member of our Board of Directors. In 2013, Mr. Affeldt’s annual base salary was $500,000. Mr. Affeldt was eligible to earn a discretionary annual bonus of up to 100% of his base salary in 2013.

Prior to joining us as President and Chief Executive Officer, Mr. Affeldt was a principal at KSL. Previously, Mr. Affeldt was compensated solely by a KSL affiliate, which compensation package included a pro-rata share in the carried interest payable to certain KSL affiliates on account of profits earned by KSL’s affiliates’ investments in us, among other companies. Mr. Affeldt retained a portion of such total carried interest from such KSL’s affiliates’ investment, which interest remains subject to the same terms and conditions as if Mr. Affeldt had remained a principal in KSL, except that continued vesting of the carried interest is subject to Mr. Affeldt’s continued employment with us. As of December 31, 2013, 80% of that carried interest was vested.

Curtis D. McClellan

We issued an employment offer letter to Mr. McClellan, effective as of November 24, 2008, pursuant to which he commenced serving as our Chief Financial Officer and Treasurer. Mr. McClellan’s annual base salary increased from $310,000 to $320,000 effective as of May 1, 2013. Mr. McClellan was eligible to earn a discretionary annual bonus of up to 70% of his base salary in 2013.

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Mark A. Burnett

We issued an employment offer letter to Mr. Burnett, effective as of December 1, 2006, pursuant to which he commenced serving as our Executive Vice President of Golf and Country Club Operations. Mr. Burnett’s annual base salary increased from $365,000 to $375,000 effective as of May 1, 2013. Mr. Burnett was eligible to earn a discretionary annual bonus of up to 100% of his base salary in 2013. In October 2013, Mr. Burnett was appointed as our Chief Operating Officer.

James K. Walters

We issued an employment offer letter to Mr. Walters, effective as of May 6, 2008, pursuant to which he commenced serving as our Executive Vice President of Sales & Marketing. Since January 2010, Mr. Walters has served as our Executive Vice President of Sales & Revenue. Mr. Walters’ annual base salary increased from $310,000 to $317,000 effective as of May 1, 2013. Mr. Walters was eligible to earn a discretionary annual bonus of up to 75% of his base salary in 2013.

Ingrid J. Keiser

We issued an employment offer letter to Ms. Keiser, effective as of July 9, 2007, pursuant to which she commenced serving as our Chief Legal Officer. Ms. Keiser’s base salary was set at $200,000 per year. In July 2008, Ms. Keiser was appointed as our General Counsel, Secretary and Executive Vice President of People Strategy, in connection with which her salary was increased to $250,000. In January 2011, Ms. Keiser’s salary was increased to $275,000. Ms. Keiser was eligible to earn a discretionary annual bonus of up to 70% of her base salary in 2013.

Each of our NEOs has executed our standard Confidentiality and Non-Solicitation Agreement, pursuant to which each NEO has agreed, among other things, to refrain, for a period of one year after termination of his employment, from recruiting or soliciting for hire any employee employed by us during the sixty-day period preceding his termination of employment.

ClubCorp Holdings Inc. Stock Award Plan

We adopted the Stock Plan on March 15, 2012 and amended and restated the Stock Plan on August 2, 2013 and August 14, 2013. The Stock Plan provides for an aggregate amount of no more than 4,000,000 shares of common stock to be available for awards. No more than 4,000,000 shares of common stock may be issued upon the exercise of incentive stock options. No single participant may be granted awards of options and stock appreciation rights with respect to more than 1,000,000 shares of common stock in any one year. No more than 1,000,000 shares of common stock may be granted under the Stock Plan to any participant during any single year with respect to performance compensation awards in any one performance period. The maximum amount payable pursuant to a cash bonus for an individual employee or officer under the Stock Plan for any single year during a performance period is $5.0 million. As of March 14, 2014, 633,963 shares of our common stock are subject to outstanding awards under the Stock Plan. If any award is forfeited or if any option terminates, expires or lapses without being exercised, the common stock subject to such award will again be made available for future grant. Shares that are used to pay the exercise price of an option or that are withheld to satisfy a participant’s tax withholding obligation will not be available for re-grant under the Stock Plan. If there is any change in our corporate capitalization, the Compensation Committee will make or recommend to our Board of Directors for approval substitutions or adjustments to the number of shares reserved for issuance under the Stock Plan, the number of shares covered by awards then outstanding under the Stock Plan, the limitations on awards under the Stock Plan, the exercise price of outstanding options and such other equitable substitution or adjustments as it may determine appropriate in its sole discretion.

The Stock Plan provides for the grant of stock options, restricted stock awards, restricted stock units, performance-based awards and other equity-based incentive awards. To date, we have granted restricted stock awards and restricted stock units under the Stock Plan. The Compensation Committee administers the Stock Plan and selects eligible executives, directors, and employees of, and consultants to, us and our subsidiaries, to receive awards under the Stock Plan. The Compensation Committee has the authority to determine the terms and conditions of any agreements evidencing any awards granted under the Stock Plan and to adopt, alter and repeal rules, guidelines and practices relating to the Stock Plan, and to determine, among other things, the time or times at which the awards may be exercised and whether and under what circumstances an award may be exercised.

In the event of a change in control, the Compensation Committee may provide that all outstanding options and equity awards (other than performance compensation awards) issued under the Stock Plan will become fully vested and that performance compensation awards will vest, as determined by the Compensation Committee, based on the level of attainment of the specified performance goals. The Compensation Committee may, in its discretion, cancel outstanding awards and pay the value of such awards to the participants in connection with a change in control. The Compensation Committee can also provide otherwise in an award agreement under the Stock Plan. Under the Stock Plan, a change in control means the occurrence, in a

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single transaction or in a series of related transactions, of any one or more of the following events: (i) the sale or disposition, in one or a series of related transactions, of all or substantially all of our assets to any person or group other than to affiliates of KSL; (ii) any person or group, other than affiliates of KSL, is or becomes the beneficial owner, directly or indirectly, of more than fifty percent (50%) of the total voting power of our outstanding voting stock; or (iii) the replacement of a majority of our Board of Directors.

Director Compensation

During the fiscal year ended December 31, 2013, only our non-employee directors received compensation for their service as directors. Mr. Affeldt received no compensation for his service on our Board of Directors and only received compensation for his service as an employee, as shown in the Summary Compensation Table, as described above in “Executive Compensation - Summary Compensation Table”. Messrs. Shannon, Resnick, Siegel, Newburger and Traficanti were all employees of KSL or a KSL affiliate, and we did not compensate any of these KSL-affiliated directors for their service on our Board of Directors. However, as employees of KSL or its affiliates, Messrs. Shannon, Resnick, Siegel, Newburger and Traficanti received management fees pursuant to the terms of the Management Agreement, which was terminated in connection with our IPO.

Our non-employee director compensation program for our non-employee directors who are not affiliated with KSL, consists of:

• an annual retainer equal to $150,000, with an initial split of $80,000 in cash and $70,000 in restricted stock, with the cash portion to be paid quarterly in equal installments and the restricted stock to be granted annually with a one-year vesting provision. The number of shares of restricted stock to be granted will be determined by dividing $70,000 by the adjusted close price on the date of the grant.

• an annual cash retainer of $40,000 for the Chairman of our Board of Directors, payable in quarterly installments;

• an annual cash retainer of $20,000 for the Chair of the Audit Committee of our Board of Directors, payable in quarterly installments; and

• reimbursement for all out‑of‑pocket expenses incurred in performance of their duties as directors.

The following table sets forth total compensation awarded to or earned by each of our non-employee directors who were not affiliated with KSL with respect to 2013:

Name	Fees Earned Or Paid In Cash		Stock Awards (1)		Total
John A. Beckert	$	15,000	$	70,000	$	85,000
Douglas H. Brooks	$	10,000	$	70,000	$	80,000
Janet E. Grove	$	10,000	$	70,000	$	80,000
William E. Sullivan	$	12,500	$	70,000	$	82,500

_______________________

(1) Represents the grant date fair value, determined by reference to our IPO offering price of $14.00 per share in accordance with GAAP, for shares of restricted stock granted to each of Messrs. Beckert, Brooks and Sullivan and Ms. Grove under the Stock Plan upon the completion of our IPO on September 25, 2013. As of December 31, 2013, each of these non-employee directors owns 5,000 shares of such restricted stock. See Note 2 to our audited consolidated financial statements contained in this Annual Report on Form 10-K for our accounting policy concerning equity-based awards.

Additionally, in 2013 Mr. Beckert received cash payments totaling $31,250 and Ms. Grove received cash payments totaling $33,852, in their respective capacities as consultants prior to becoming members of our Board of Directors in August 2013.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who beneficially own more than 10% of our common stock, to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Our directors, executive officers and greater-than-10% stockholders are required by SEC rules to furnish us with copies of all Section 16(a) reports that they file. We file Section 16(a) reports on behalf of our directors

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and executive officers to report their initial and subsequent changes in beneficial ownership of our common stock. To our knowledge, based solely on a review of the reports we filed on behalf of our directors and executive officers, written

representations from these persons that no other reports were required and all Section 16(a) reports provided to us, we believe that during fiscal year 2013 our directors, executive officers and holders of more than 10% of our common stock filed the required reports on a timely basis under Section 16(a).

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

PRINCIPAL STOCKHOLDERS

The following table and accompanying footnotes set forth information with respect to the beneficial ownership of our common stock, as of March 14, 2014, for:

• each person known by us to own beneficially more than 5% of our outstanding shares of common stock;

• each of our directors;

• each of our named executive officers; and

• all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities.

Unless otherwise noted in the footnotes to the following table, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to their beneficially owned common stock. Unless otherwise specified, the address of each beneficial owner is c/o ClubCorp Holdings, Inc., 3030 LBJ Freeway, Suite 600, Dallas, Texas 75234.

	Shares of Common Stock Beneficially Owned
Name and Address of Beneficial Owner	Number	%
5% Stockholders
Affiliates of KSL (1)	40,818,922	63.8	%
Directors and Executive Officers
Eric L. Affeldt (2)	595,342	*
Curtis D. McClellan	94,282	*
Mark A. Burnett	252,874	*
James K. Walters	94,282	*
Ingrid J. Keiser	99,823	*
Daniel T. Tilley	76,338	*
John A. Beckert	83,970	*
Douglas H. Brooks	5,000	*
Janet E. Grove	15,163	*
Martin J. Newburger (1)	—	—
Eric C. Resnick (1)	—	—
Michael S. Shannon (1)	—	—
Steven S. Siegel (1)	—	—
William E. Sullivan	5,000	*
Bryan J. Traficanti (1)	—	—
All directors and executive officers as a group (15 individuals) (1)	1,322,074	2.1	%

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________________________

* less than 1%

(1) 100% of such shares are owned by Fillmore CCA Investment, LLC, which is 100% owned by Fillmore CCA Holdings I, LLC. Fillmore CCA Holdings I, LLC is 5.1% owned by Fillmore CCA (Alternative), L.P., 9.2% owned by Fillmore CCA Supplemental TE (Alternative), L.P., 12.6% owned by Fillmore CCA TE (Alternative), L.P., 12.7% owned by Fillmore CCA TE-A (Alternative), L.P., 1.2% owned by KSL Capital Partners II FF, L.P., 6.7% owned by KSL Capital Partners Supplemental II, L.P., 5.9% owned by KSL CCA 2010 Co-Invest 2, L.P., 36.7% owned by KSL CCA 2010 Co-Invest, L.P., 3.7% owned by KSL CCA Co-Invest 2, L.P. and 6.2% owned by KSL CCA Co-Invest, L.P (collectively, the “KSL Investors”). KSL Capital Partners II GP, LLC is the sole general partner of Fillmore CCA (Alternative), L.P., Fillmore CCA TE (Alternative), L.P., Fillmore CCA TE-A (Alternative), L.P. and KSL Capital Partners II FF, L.P. KSL Capital Partners Supplemental II GP, LLC is the sole general partner of Fillmore CCA Supplemental TE (Alternative), L.P. and KSL Capital Partners Supplemental II, L.P. KSL Capital Partners II Co-Invest GP, LLC is the sole general partner of KSL CCA 2010 Co-Invest 2, L.P., KSL CCA 2010 Co-Invest, L.P., KSL CCA Co-Invest 2, L.P. and KSL CCA Co-Invest, L.P. The investment decisions of each of KSL Capital Partners II GP, LLC, KSL Capital Partners Supplemental II GP, LLC and KSL Capital Partners II Co-Invest GP, LLC (collectively, the “KSL General Partners”, and together with the KSL Investors, the “KSL Funds”) regarding the shares are made by its respective special investment committee, which exercises voting and dispositive power over the shares indirectly beneficially owned by the KSL General Partners. The special investment committee of each of the KSL General Partners consists of Eric C. Resnick, Michael S. Shannon and Steven S. Siegel. A decision of each special investment committee is determined by the affirmative vote of a majority of the members of such committee. Messrs. Resnick, Shannon and S. Siegel disclaim beneficial ownership of these shares except to the extent of their individual pecuniary interest in these entities. The address for each KSL Fund and Messrs. Resnick, Shannon and Siegel is c/o KSL Capital Partners, LLC, 100 Fillmore Street, Suite 600, Denver, Colorado 80206.

(2) Includes shares held by AFFFAM, Ltd., of which Mr. Affeldt is the sole general partner.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Management Agreement

We were previously a party to a Management Agreement with an affiliate of KSL, pursuant to which we were provided financial and management consulting services in exchange for an annual fee of $1 million. In addition, we reimbursed the management company for all of its reasonable out-of-pocket costs and expenses incurred in providing management services to us and certain of our affiliates. On September 25, 2013, we made a one-time payment of $5.0 million to the management company in connection with the termination of the Management Agreement. As of December 31, 2013, we have paid aggregate fees, exclusive of the termination payment, of $8.3 million pursuant to the Management Agreement since it was entered into.

Effective October 1, 2013, we entered into a Financial Consulting Services Agreement with an affiliate of KSL, pursuant to which we are provided certain ongoing financial consulting services. No fees are payable under such agreement, however we have agreed to reimburse the affiliate of KSL for all reasonable out-of-pocket costs and expenses incurred in providing such services to us and certain of our affiliates up to $0.1 million annually.

Registration Rights Agreement

We have entered into a registration rights agreement with certain affiliates of KSL. This agreement provides to KSL’s affiliates an unlimited number of “demand” registrations and customary “piggyback” registration rights. The registration rights agreement also provides that we will pay certain expenses relating to such registrations and indemnify KSL’s affiliates party thereto against certain liabilities which may arise under the Securities Act.

Usage Agreements and Other Arrangements

We have entered into usage and revenue sharing agreements whereby certain members of Western Athletic Clubs and the Hotel del Coronado, each owned and/or managed by affiliates of KSL, can pay an upgrade charge to have usage privileges at our clubs and facilities. Likewise, certain members of our clubs have reciprocal usage privileges at the clubs and facilities of Western Athletic Clubs.

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We have also entered into arrangements with affiliates of KSL, whereby members of our clubs receive special pricing and discounts at hotels, resorts and ski areas owned by affiliates of KSL.

We have also entered into arrangements with affiliates of KSL, whereby we remit royalty payments we receive in connection with mineral leases at certain of our golf and country clubs.

We have also entered into an arrangement with affiliates of KSL whereby we provide golf-related consulting services in exchange for an annual fee of approximately $0.1 million.

Indemnification Agreements

We have entered into an indemnification agreement with each of our directors and officers. The indemnification agreements, together with our amended and restated articles of incorporation and amended and restated bylaws, require us to indemnify our directors and officers to the fullest extent permitted by Nevada law.

Policies and Procedures for Review and Approval of Related Party Transactions

We have written policies governing conflicts of interest with our employees. Unless otherwise approved or ratified by Holdings' Board and our Board of Directors, as applicable, the Audit Committee reviews and approves all transactions between the Company and any Related Person that are required to be disclosed herein.

Executive Offer Letters

We have issued employment offer letters or our Named Executive Officers, as described in Item 11 "Executive Compensation—Executive Offer Letters".

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent Registered Public Accounting Firm's Fees

The aggregate fees, including expenses, of Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates for the fiscal years ended December 31, 2013 and December 25, 2012, are as follows:

	2013			2012
	(in thousands)
Audit Fees	$	2,632		$	1,490
Audit-Related Fees	$	1,324	(1)	—
Tax Fees (2)	$	773		$	292

(1) Audit-Related Fees in fiscal year 2013 consists principally of fees related to our IPO, which was completed on September 25, 2013.

(2)     Tax Fees consist principally of tax compliance and tax planning fees.

PART IV

ITEM 15.    EXHIBITS

A. 1. Financial Statements

The following consolidated financial statements of the Company, the notes thereto and the related Report of Independent Registered Public Accounting Firm are filed under Item 8 of this 10-K:

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	Page
Audited Consolidated Financial Statements
Report of independent registered public accounting firm	73
Consolidated statements of operations and comprehensive loss for the fiscal years ended December 31, 2013, December 25, 2012 and December 27, 2011	74
Consolidated balance sheets as of December 31, 2013 and December 25, 2012	75
Consolidated statements of cash flows for the fiscal years ended December 31, 2013, December 25, 2012 and December 27, 2011	76
Consolidated statements of changes in equity for the fiscal years ended December 31, 2013, December 25, 2012 and December 27, 2011	77
Notes to consolidated financial statements	78

A. 2. Financial Statement Schedules

The information required by Schedule I - Condensed Financial Information of Registrant is provided under Item 8 of this 10-K:

	Page
Schedule I—Registrant's condensed financial statements	108

The information required by Schedule II - Valuation and Qualifying Accounts is provided in Notes 2 and 12 to the consolidated financial statements included elsewhere herein.

Other schedules are omitted because they are not required.

A. 3. Exhibits

The exhibits listed below are incorporated herein by reference to prior SEC filings by Registrant or its affiliates or are included as exhibits in this Form 10-K.

Exhibit No.	Description of Exhibit
3.1 (a)	Form of Amended and Restated Articles of Incorporation of ClubCorp Holdings, Inc. (Incorporated by reference to Exhibit 3.1(a) to Amendment No. 1 to the Form S-1 filed by ClubCorp Holdings, Inc. on August 6, 2013)
3.1 (b)	Form of Amended and Restated Bylaws of ClubCorp Holdings, Inc. (Incorporated by reference to Exhibit 3.1(b) to Amendment No. 1 to the Form S-1 filed by ClubCorp Holdings, Inc. on August 6, 2013)
4.1	Indenture, dated as of November 30, 2010, among ClubCorp Club Operations, Inc., the subsidiary guarantors named therein, and Wilmington Trust FSB, as trustee (Incorporated by reference to Exhibit 4.1 on Form S-4 filed by ClubCorp Club Operations, Inc. on March 28, 2011)
4.2	Form of 10% Senior Note due 2018 (Incorporated by reference to Exhibit 4.2 on Form S-4 filed by ClubCorp Club Operations, Inc. on March 28, 2011)
4.3	First Supplemental Indenture, dated as of September 22, 2011, among ClubCorp CGCC, Inc., ClubCorp Hartefeld, Inc., ClubCorp Ridge Club, Inc. and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee (Incorporated by reference to Exhibit 4.1 on Form 8-K filed by ClubCorp Club Operations, Inc. on September 23, 2011)
4.4	Second Supplemental Indenture, dated as of January 5, 2012, among CCFL, Inc., CCCA, Inc. and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee (Incorporated by reference to Exhibit 4.1 on Form 8-K filed by ClubCorp Club Operations, Inc. on January 9, 2012)
4.5	Third Supplemental Indenture, dated as of January 16, 2013, among ClubCorp NV I, LLC, a Nevada limited liability company; ClubCorp NV II, LLC, a Nevada limited liability company; ClubCorp NV III, LLC, a Nevada limited liability company; ClubCorp NV IV, LLC, a Nevada limited liability company; and ClubCorp NV V, LLC, a Nevada limited liability company and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee (Incorporated by reference to Exhibit 4.1 on Form 8-K filed by ClubCorp Club Operations, Inc. on January 22, 2013)

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4.6		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, which are subsidiaries of ClubCorp Club Operations, Inc., a Delaware corporation, and Wilmington Trust, National Association (successor by merger to Wilmington Trust FSB), as trustee
10.1	†	Offer letter dated as of March 1, 2011 between ClubCorp USA, Inc. and Eric L. Affeldt (Incorporated by reference to Exhibit 10.1 on Form S-4 filed by ClubCorp Club Operations, Inc. on March 28, 2011)
10.2	†	Offer letter dated as of October 30, 2008 between ClubCorp USA, Inc. and Curtis D. McClellan (Incorporated by reference to Exhibit 10.2 on Form S-4 filed by ClubCorp Club Operations, Inc. on March 28, 2011)
10.3	†	Offer letter dated as of December 4, 2006 between ClubCorp USA, Inc. and Mark A. Burnett (Incorporated by reference to Exhibit 10.3 on Form S-4 filed by ClubCorp Club Operations, Inc. on March 28, 2011)
10.4	†	Offer letter dated as of May 6, 2008 between ClubCorp USA, Inc. and James K. Walters (Incorporated by reference to Exhibit 10.5 on Form 10-K filed by ClubCorp Club Operations, Inc. on March 26, 2012)
10.5	†	Offer letter dated as of June 20, 2007 between ClubCorp USA, Inc. and Ingrid J. Keiser
10.6	†	Long Term Incentive Plan (Incorporated by reference to Exhibit 10.7 on Form S-4 filed by ClubCorp Club Operations, Inc. on March 28, 2011)
10.7		Credit Agreement dated as of November 30, 2010 among CCA Club Operations Holdings, LLC, ClubCorp Club Operations, Inc. as Borrower, Citicorp North America, Inc. as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto and Citigroup Global Markets Inc. as Sole Arranger and Sole Bookrunner (Incorporated by reference to Exhibit 10.8 on Form S-4 filed by ClubCorp Club Operations, Inc. on March 28, 2011)
10.8		Guaranty and Security Agreement dated as of November 30, 2010 among ClubCorp Club Operations, Inc., each other Grantor from time to time party thereto and Citicorp North America, Inc., as Administrative Agent (Incorporated by reference to Exhibit 10.9 on Form S-4 filed by ClubCorp Club Operations, Inc. on March 28, 2011)
10.9		Form of Indemnification Agreement between ClubCorp Holdings, Inc. and its directors and officers (Incorporated by reference to Exhibit 10.9 to Amendment No. 1 to the Form S-1 filed by ClubCorp Holdings, Inc. on August 6, 2013)
10.10	†	ClubCorp Holdings, Inc. Amended and Restated 2012 Stock Award Plan (Incorporated by reference to Exhibit 10.10 to Amendment No. 2 to the Form S-1 filed by ClubCorp Holdings, Inc. on August 26, 2013)
10.11	†	Form of Restricted Stock Unit Agreement under ClubCorp Holdings, Inc. 2012 Stock Award Plan (Incorporated by reference to Exhibit 10.12 on Form 10-K filed by ClubCorp Club Operations, Inc. on March 26, 2012)
10.12	†	Form of Performance Restricted Stock Unit Agreement under ClubCorp Holdings, Inc. 2012 Stock Award Plan (Incorporated by reference to Exhibit 10.1 on Form 8-K filed by ClubCorp Holdings Inc. on February 13, 2014)
10.13	†	2012 Incentive Plan (Incorporated by reference to Exhibit 10.1 on Form 10-Q filed by ClubCorp Club Operations, Inc. on October 15, 2012)
10.14		Amendment No. 1, dated as of November 16, 2012, to the Credit Agreement dated as of November 30, 2010 among CCA Club Operations Holdings, LLC, ClubCorp Club Operations, Inc. as Borrower, Citicorp North America, Inc. as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto and Citigroup Global Markets Inc. as Sole Arranger and Sole Bookrunner (Incorporated by reference to Exhibit 10.1 on Form 8-K filed by ClubCorp Club Operations, Inc. on November 16, 2012)
10.15		Joinder Agreement, dated as of January 16, 2013, by and between ClubCorp NV I, LLC, a Nevada limited liability company; ClubCorp NV II, LLC, a Nevada limited liability company; ClubCorp NV III, LLC, a Nevada limited liability company; ClubCorp NV IV, LLC, a Nevada limited liability company; and ClubCorp NV V, LLC, a Nevada limited liability company and Citicorp North America, Inc., as administrative agent and collateral agent (Incorporated by reference to Exhibit 10.1 on Form 8-K filed by ClubCorp Club Operations, Inc. on January 22, 2013)
10.16		Pledge Amendment, dated as of January 16, 2013, by and between ClubCorp USA, Inc. and Citicorp North America, Inc., as administrative agent and collateral agent (Incorporated by reference to Exhibit 10.2 on Form 8-K filed by ClubCorp Club Operations, Inc. on January 22, 2013)
10.17		Amendment No. 2, dated as of July 24, 2013, to the Credit Agreement dated as of November 30, 2010 among CCA Club Operations Holdings, LLC, ClubCorp Club Operations, Inc. as Borrower, Citicorp North America, Inc. as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto and Citigroup Global Markets Inc. as Sole Arranger and Sole Bookrunner (Incorporated by reference to Exhibit 10.3 on Form 10‑Q filed by ClubCorp Club Operations, Inc. on July 26, 2013)

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10.18		Amendment No. 3, dated as of August 30, 2013, to the Credit Agreement dated as of November 30, 2010 among CCA Club Operations Holdings, LLC, ClubCorp Club Operations, Inc. as Borrower, Citicorp North America, Inc. as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto and Citigroup Global Markets Inc. as Sole Arranger and Sole Bookrunner.
10.19	†	Form of Restricted Stock Agreement (Incorporated by reference to Exhibit 10.17 to Amendment No. 1 to the Form S-1 filed by ClubCorp Holdings, Inc. on August 6, 2013)
10.20	†	Form of Nonqualified Stock Option Agreement (Incorporated by reference to Exhibit 10.18 to Amendment No. 1 to the Form S-1 filed by ClubCorp Holdings, Inc. on August 6, 2013)
10.21		Form of Registration Rights Agreement between ClubCorp Holdings, Inc. and certain of its stockholders (Incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the Form S-1 filed by ClubCorp Holdings, Inc. on August 6, 2013)
10.22		Amendment No. 4, dated as of February 21, 2014, to the Credit Agreement dated as of November 30, 2010 among CCA Club Operations Holdings, LLC, ClubCorp Club Operations, Inc. as Borrower, Citicorp North America, Inc. as Administrative Agent, Swing Line Lender and L/C Issuer, the other lenders party thereto and Citigroup Global Markets Inc. as Sole Arranger and Sole Bookrunner.
10.23	†	2014 Short Term Incentive Plan
10.24		Joinder Agreement, dated as of March 21, 2014, by and between 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 and Citicorp North America, Inc., as administrative agent and collateral agent
10.25		Pledge Amendment, dated as of March 21, 2014, by and between ClubCorp USA, Inc. and Citicorp North America, Inc., as administrative agent and collateral agent
11		Statement of Computation of Per Share Earnings (Included in Part II, Item 8: “Financial Statements” of this Annual Report on Form 10-K.)
12		Statement of Computation of Ratio of Earnings to Fixed Charges
14		Amended and Restated Code of Business Conduct & Ethics
21		Subsidiaries of the Registrant
23.1		Consent of Deloitte & Touche LLP
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
32.1		Certifications of Chief Executive Officer pursuant to 18 U.S.C. §1350*
32.2		Certifications of Chief Financial Officer pursuant to 18 U.S.C. §1350*
101		The following information from the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2013 formatted in eXtensible Business Reporting Language: (i) Consolidated statements of operations and comprehensive loss as of December 31, 2013, December 25, 2012 and December 27, 2011; (ii) Consolidated balance sheets as of December 31, 2013 and December 25, 2012; (iii) Consolidated statements of cash flows as of December 31, 2013, December 25, 2012 and December 27, 2011; (iv) Consolidated statements of changes in equity as of December 31, 2013, December 25, 2012 and December 27, 2011 and (v) Notes to the consolidated financial statements.**

 ______________________________

* Exhibit is furnished rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

** In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and is deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

† Indicates management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

	CLUBCORP HOLDINGS, INC.
Date: March 21, 2014	/s/ Eric L. Affeldt
	Eric L. Affeldt
	President, Chief Executive Officer and Director (Principal Executive Officer)

Date: March 21, 2014	/s/ Curtis D. McClellan
	Curtis D. McClellan
	Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

Date: March 21, 2014	/s/ John A. Beckert
	John A. Beckert, Director

Date: March 21, 2014	/s/ Douglas H. Brooks
	Douglas H. Brooks, Director

Date: March 21, 2014	/s/ Janet E. Grove
	Janet E. Grove, Director

Date: March 21, 2014	/s/ Martin J. Newburger
	Martin J. Newburger, Director

Date: March 21, 2014	/s/ Eric C. Resnick
	Eric C. Resnick, Director

Date: March 21, 2014	/s/ Michael S. Shannon
	Michael S. Shannon, Director

Date: March 21, 2014	/s/ Steven S. Siegel
	Steven S. Siegel, Director

Date: March 21, 2014	/s/ William E. Sullivan
	William E. Sullivan, Director

Date: March 21, 2014	/s/ Bryan J. Traficanti
	Bryan J. Traficanti, Director

136

EX-4.6

FOURTH SUPPLEMENTAL INDENTURE

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”).

W I T N E S S E T H

WHEREAS, each of the Company and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of November 30, 2010, providing for the issuance of an unlimited aggregate principal amount of 10% Senior Notes due 2018 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally Guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

1.    Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.    Guarantor. The Guaranteeing Subsidiaries each hereby agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including Article 10 thereof.

3.    Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS FOURTH SUPPLEMENTAL INDENTURE.

4.    Waiver of Jury Trial. EACH OF THE GUARANTEEING SUBSIDIARIES AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO

TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FOURTH SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

5.    Counterparts. The parties may sign any number of copies of this Fourth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

6.    Headings. The headings of the Sections of this Fourth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Fourth Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

7.     Trustee Makes No Representation. The Trustee makes no representation or warranty as to the validity or sufficiency of this Fourth Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, all as of the date first above written.

CLUBCORP NV VI, LLC
By
By:	/s/ Curtis D. McClellan
Name:	Curtis D. McClellan
Title:	Treasurer

CLUBCORP NV VII, LLC
By
By:	/s/ Curtis D. McClellan
Name:	Curtis D. McClellan
Title:	Treasurer

CLUBCORP NV VIII, LLC
By
By:	/s/ Curtis D. McClellan
Name:	Curtis D. McClellan
Title:	Treasurer

CLUBCORP NV IX, LLC
By
By:	/s/ Curtis D. McClellan
Name:	Curtis D. McClellan
Title:	Treasurer

CLUBCORP NV X, LLC
By
By:	/s/ Curtis D. McClellan
Name:	Curtis D. McClellan
Title:	Treasurer

WILMINGTON TRUST, NATIONAL ASSOCIATION (SUCCESSOR BY MERGER TO WILMINGTON TRUST FSB), as Trustee
By
By:	/s/ Joseph P. O'Donnell
Name:	Joseph P. O'Donnell
Title:	Vice President

[Signature Page to Fourth Supplemental Indenture]

EX-10.5

Exhibit  10.5

June 20, 2007

Ingrid Keiser

Dallas, Texas

Dear Ingrid:

We are delighted to have you as the newest addition to our team. This letter outlines the terms of our conversation regarding your role as Chief Legal Officer.

You will begin work at the Dallas Home Office on July 9^th and will be reporting directly to me. You will be paid at the annualized rate of $200,000 (or a biweekly rate of $7692.31).

You will be provided a sign-on bonus of $15,000 (net) payable during your first week of employment.

Incentive Compensation

You will have an incentive potential of 50% of your actual eligible earnings during the fiscal year. Enclosed is a Plan Document, which will provide more details.

ClubCorp Health Benefit Plans and Investment Plans

You will be eligible for health, life, dental, vision, flexible spending accounts and long-term disability benefits on your six-month anniversary. To enroll, you will need to call/or complete the necessary paperwork, prior to your six-month anniversary. Your elections will be effective on the day you complete six- months of continuous service.  Dependent medical and dental coverage will also be available.  Additionally, you will be eligible to participate in our Investment Plan (401k) on your six month anniversary. For additional information, please contact the People Strategy Support Center upon hire.

COBRA Reimbursement

You will be reimbursed for the difference between the COBRA payments you will be paying over the next 6 months and the amount you would pay for similar benefits at ClubCorp.  The reimbursement will be grossed up and paid in a lump sum once you have provided us with your COBRA costs and plan participation levels.

Equity Plan

You will be eligible to participate in the Equity Plan at a full point. Plan details will be provided under separate cover.

Vacation

You will earn three (3) weeks of vacation each year beginning on with the day of hire and each subsequent anniversary date. The vacation earned is subject to the policies stated in the benefits guide.

Additional Agreements Requiring Your Signature

Enclosed is a copy of a Confidentiality Agreement, a Non-Solicitation Agreement and a Non-Competition Agreement for your signature.

If this is in agreement with discussions held, please sign all thee (3) copies, retaining one (1) copy for your records and returning the two (2) additional copies to me using the enclosed stamped envelope.

This letter is not a contract of employment for any specified period of time. You understand that your employment is at-will, regardless of any oral or written statements to the contrary, and may be terminated at any time for any reason by either you or ClubCorp.

Ingrid, congratulations and welcome to ClubCorp. I look forward to our mutual success.  If you have any questions or would like any assistance, please do not hesitate to call.

Exhibit  10.5

Sincerely,

John Longstreet

Executive Vice President, People Strategy

Enclosures

Agreed to this 6^th day of July, 2007

/s/ Ingrid Keiser

Ingrid Keiser

EX-10.18

Exhibit 10.18

EXECUTION COPY

AMENDMENT NO. 3 AND JOINDER AGREEMENT

This Amendment No. 3 and Joinder Agreement, dated as of August 30, 2013 (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 and Amendment No. 2, dated as of July 24, 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 terms used herein but not defined herein are used as defined in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower, Holdings, the Administrative Agent, the Lenders and certain other parties hereto are parties to the Credit Agreement;

WHEREAS, the Borrower desires to reduce the Existing Revolving Credit Commitments pursuant to Section 2.06(a) of the Credit Agreement to an aggregate principal amount no greater than the aggregate face amount of all issued and undrawn Letters of Credit immediately prior to the Third Amendment Effective Date (as defined in Section 3 hereof);

WHEREAS, the Borrower has requested that the initial New Revolving Credit Lenders party hereto (each, an “Initial New Revolving Credit Lender”) extend credit to the Borrower in the form of New Revolving Credit Commitments in an aggregate principal amount of $135,000,000 (the “Tranche B Revolving Credit Commitments” and, with respect to each Initial New Revolving Credit Lender, the amount specified on such Lender’s signature page hereto (or such lesser amount as shall be allocated to such Lender pursuant to the terms of Section 2.14 of the Credit Agreement), such Lender’s “Tranche B Revolving Credit Commitment”) and make revolving loans thereunder that shall constitute a new tranche of Revolving Credit Loans under the Credit Agreement (the “Tranche B Revolving Credit Loans”);

WHEREAS, the Borrower has requested Citibank, N.A., (a) in its capacity as a swing line lender under the Tranche B Revolving Credit Commitments (the “New Swing Line Lender”), agree to provide swing line loans on the terms and conditions in the Restated Credit Agreement (as defined in Section 1 below) and (B) in its capacity as an issuer of letters of credit under the Tranche B Revolving Credit Commitments (the “Tranche B L/C Issuer”), agree to provide letters of credit on the terms and conditions in the Restated Credit Agreement;

WHEREAS, pursuant to Section 2.14(g) of the Credit Agreement, the terms and provisions of the Tranche B Revolving Credit Loans and Tranche B Revolving Credit Commitments shall be as agreed between the Borrower and the Initial New Revolving Lenders and, to the extent not identical to the existing Revolving Credit Facility, reasonably satisfactory to the Administrative Agent;

WHEREAS, (a) each Initial New Revolving Credit Lender has indicated its willingness to provide such Tranche B Revolving Credit Commitments up to an amount specified on its signature page hereto (or such lesser amount as shall be allocated to such Lender pursuant to the terms of Section 2.14 of the Credit Agreement), in the aggregate amount of $135,000,000, (b) the New Swing Line Lender has indicated its willingness to provide swing line loans under the Tranche B Revolving Credit Commitments and (c) the Tranche B L/C Issuer has indicated its willingness to provide letters of credit under the Tranche B Revolving Credit Commitments, in each case, on the terms and subject to the conditions contemplated hereby and in the Restated Credit Agreement; and

WHEREAS, in order to effect the foregoing, the Borrower and the other parties hereto desire to amend the Credit Agreement, subject to the terms and conditions set forth herein.

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NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1.AMENDMENTS TO THE CREDIT AGREEMENT

Effective as of the Third Amendment Effective Date (as defined in Section 3 below) and subject to the satisfaction (or due waiver) of the conditions set forth in Section 3 below:

1.1the Credit Agreement is hereby amended and restated in its entirety to be in the form of Annex I as attached hereto (as amended and restated, the “Restated Credit Agreement”); and

1.2the Tranche B Revolving Credit Commitments shall be New Revolving Credit Commitments under the Credit Agreement and this Amendment shall be a Joinder Agreement under the Credit Agreement.

SECTION 2.TRANCHE B REVOLVING CREDIT COMMITMENTS

Subject to the terms and conditions set forth herein, on the Third Amendment Effective Date, (a) each Initial New Revolving Credit Lender agrees to provide the Tranche B Revolving Credit Commitments and make the Tranche B Revolving Credit Loans on the terms and conditions in the Restated Credit Agreement, (b) the New Swing Line Lender agrees to provide swing line loans on the terms and conditions in the Restated Credit Agreement and (c) the Tranche B L/C Issuer, agrees to provide letters of credit on the terms and conditions in the Restated Credit Agreement. The Tranche B Revolving Credit Commitments, the Tranche B Revolving Credit Loans, the swing line loans and the letters of credit issued thereunder shall have the terms as specified in the Restated Credit Agreement (including, without limitation, with respect to the interest rate, maturity date, mandatory prepayments and voluntary prepayments). For the avoidance of doubt and notwithstanding anything in this Amendment to the contrary, the Tranche B Revolving Credit Commitments and the Tranche B Revolving Credit Loans shall be considered a separate tranche of Indebtedness under the Credit Agreement.

Each Initial New Revolving Credit Lender, the New Swing Line Lender and the Tranche B L/C Issuer (i) confirms that it has received a copy of the Restated Credit Agreement and the other Loan Documents, together with copies of the most recently delivered financial statements delivered pursuant to Section 6.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) as of the Third Amendment Effective Date, appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Restated Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) as of the Third Amendment Effective Date, agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Restated Credit Agreement are required to be performed by it as a Lender (including Section 10.15). Upon the Third Amendment Effective Date, to the extent not already a Lender, each Initial New Revolving Credit Lender, the New Swing Line Lender and the Tranche B L/C Issuer shall become Lenders under the Credit Agreement.

SECTION 3.CONDITIONS PRECEDENT

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The amendments contemplated by Section 1 hereof and the obligations of each Initial New Revolving Credit Lender, the New Swing Line Lender and the Tranche B L/C Issuer under Section 2 hereof are subject to, prior to the Termination Date (as defined in Section 6 hereof), the satisfaction or waiver of each of the following conditions precedent (such date the satisfaction or waiver of such conditions occur, the “Third Amendment Effective Date”):

3.1Certain Documents. The Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent:

(a)this Amendment, dated as of the date hereof, duly executed by each of the Borrower, Holdings, the Administrative Agent, the Tranche B L/C Issuer, the New Swing Line Lender and the Initial New Revolving Credit Lenders;

(b)an Acknowledgement and Confirmation, dated as of the Third Amendment Effective Date, and substantially in the form of Exhibit A hereto, duly executed by each Loan Party;

(c)a certificate executed by a Responsible Officer of the Borrower, dated as of the Third Amendment Effective Date, certifying compliance with the requirements of Sections 3.4 and 3.7 have been satisfied;

(d)a certificate from the Treasurer of the Borrower, dated as of the Third Amendment Effective Date, certifying that Holdings and its Restricted Subsidiaries, on a consolidated basis, both before and after giving effect to the Tranche B Revolving Credit Commitments and any extension of Tranche B Revolving Credit Loans on the Third Amendment Effective Date and the application of the proceeds thereof, are Solvent;

(e)(A) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (B) a certificate of Responsible Officers of each Loan Party dated the Third Amendment Effective Date and certifying (w) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Third Amendment Effective Date (or certifying no change as of the Second Amendment Effective Date), (x) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment and the other Loan Documents to which such Person is a party and, in the case of the Borrower, the incurrence of the Tranche B Revolving Credit Commitments contemplated hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (y) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the later of (1) the Second Amendment Effective Date or (2) the date of the last amendment thereto shown on the certified copy of the certificate or articles of incorporation or organization, in ease case, furnished pursuant to clause (A) above, and (z) as to the incumbency and specimen signature of each officer executing this Amendment and any other Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (B) above;

(f)(x) executed legal opinions of Perkins Coie LLP, special counsel to the Loan Parties dated the Third Amendment Effective Date and (y) executed legal opinions of each local counsel for the Loan Parties in each relevant jurisdiction where a Loan Party is organized, in each case, dated the

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Third Amendment Effective Date, in each case, addressed to the Administrative Agent, the other Secured Parties, and their successors, assigns and participants permitted under the Credit Agreement;

(g)a “Life of Loan” Federal Emergency Agency Standard Flood Hazard Determination with respect to the Mortgaged Property (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower or the applicable Restricted Subsidiary, and evidence of flood insurance, in the event any such Mortgaged Property or portion thereof is located in a special flood hazard area);

(h)insurance certificates in form and substance reasonably satisfactory to the Administrative Agent demonstrating that the insurance policies required by Section 6.07 of the Credit Agreement are in full force and effect and have all endorsements required by Section 6.07 of the Credit Agreement; and

(i)the results of recent UCC Lien searches with respect to each of the Loan Parties to the extent reasonably required by the Administrative Agent, and such results shall reveal no Liens on any of the assets of the Loan Parties except for Permitted Liens.

3.2Mortgage Related Documents.

(a)a fully executed counterpart of an amended and restated Mortgage or amendment for each Mortgage, as applicable (each, a “Mortgage Amendment”; and together with the applicable Mortgage, an “Amended Mortgage”), duly executed by the applicable Restricted Subsidiary, together with evidence that such counterpart has been delivered to the title insurance company insuring the Amended Mortgage for recording;

(b)a date down and modification endorsement in connection with the existing Lenders’ title insurance policy or a new title insurance policy, as applicable, as may be mutually acceptable to the Administrative Agent and the Borrower, insuring the applicable Amended Mortgage and, which endorsement or new policy, as applicable, shall insure that each applicable Amended Mortgage is a valid and enforceable Lien on the Mortgaged Property, free of any other Liens except Permitted Liens;

(c)such affidavits and certificates as shall be required to induce the title company to issue the endorsement contemplated in Section (b) above and evidence of payment of all applicable title insurance premiums, search and examination charges, mortgage recording taxes, if applicable, and related charges required for the issuance of such endorsement;

(d)an appraisal of each of the Mortgaged Properties that (i) is prepared by a member of the Appraisal Institute selected by the Administrative Agent, (ii) meets the minimum appraisal standards for national banks promulgated by the Comptroller of the Currency pursuant to Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended (FIRREA), (iii) complies with the Uniform Standards of Professional Appraisal Practice (USPAP) and (iv) is reasonably satisfactory to the Initial New Revolving Credit Lenders in all respects; and

(e)an opinion from local counsel in the state where each Mortgaged Property is located, in form and substance reasonably satisfactory to the Administrative Agent.

3.3Fees and Expenses.

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(a)Borrower shall have paid to the Administrative Agent for the account of each Initial New Revolving Credit Lender that has executed and delivered to the Administrative Agent (or its designee) a counterpart hereof, an upfront fee (the “Upfront Fee”) in dollars in an amount equal to one percent (1.00%) of the Tranche B Revolving Credit Commitments of such Initial New Revolving Credit Lender as in effect on the Third Amendment Effective Date immediately after giving effect to this Amendment, which Upfront Fee shall not be subject to counterclaim or set-off, or be otherwise affected by, any claim or dispute relating to any other matter; and

(b)All fees and reimbursable expenses that have been invoiced as of the Third Amendment Effective Date that are due and payable to any Person under the Credit Agreement or under any engagement letter entered into or approved by the Borrower in connection with this Amendment shall have been paid in full in immediately available funds.

3.4Representations and Warranties. On and as of the Third Amendment Effective Date and after giving effect to this Amendment, each of the representations and warranties contained in Section 4 below shall be true and correct.

3.5Tranche B Revolving Credit Commitments. On and as of the Third Amendment Effective Date and after giving effect to this Amendment, the Tranche B Revolving Credit Commitments contemplated hereby and any Tranche B Revolving Credit Loans made thereunder, each of the conditions precedent to the effectiveness of such New Revolving Credit Commitments under Section 2.14 of the Credit Agreement shall have been satisfied.

3.6Termination of Existing Commitments. On and as of the Third Amendment Effective Date and before giving effect to this Amendment, (a) in accordance with Section 2.06 of the Credit Agreement, the Borrower shall have (i) reduced the Existing Revolving Credit Commitments to an aggregate principal amount no greater than the aggregate face amount of all issued and undrawn Letters of Credit immediately prior to the Third Amendment Effective Date and (ii) terminated the existing Swing Line Sublimit and repaid all Swing Line Loans and all Unreimbursed Amounts outstanding on such date and (b) pursuant to Section 9.06(b) of the Credit Agreement, Citicorp North America Inc. shall have resigned as L/C Issuer and Swing Line Lender under the Credit Agreement; provided, that notwithstanding such resignation, Citicorp North America Inc. shall retain all the rights and obligations of an L/C Issuer under the Credit Agreement with respect to all Letters of Credit issued by it and outstanding as of the Third Amendment Effective Date.

3.7Qualified IPO Proceeds. The Borrower shall have received Eligible Equity Proceeds of at least $150,000,000 from a Qualifying IPO.

SECTION 4.REPRESENTATIONS AND WARRANTIES

Each of Holdings and the Borrower, on behalf of itself and each Loan Party, hereby represents and warrants to the Agents, each other Secured Party, each Initial New Revolving Credit Lender, the New Swing Line Lender and the Tranche B L/C Issuer, with respect to all Loan Parties, as follows (a) as of the date hereof and (b) as of the Third Amendment Effective Date that:

4.1Incorporation of Representations and Warranties from Loan Documents. Immediately before and immediately after giving effect to this Amendment, each of the representations and warranties of the Borrower and each other Loan Party contained in Article 5 of the Credit Agreement or in any other Loan Document are true and correct in all material respects (and in all respects if qualified by materiality) on and as of such date, except (i) to the extent that such representations and warranties specifically refer to

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an earlier date, in which case they shall be true and correct in all material respects (and in all respects if qualified by materiality) as of such earlier date and (ii) that for purposes of this Section 4.1, the representations and warranties contained in Section 5.05(a) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and 6.01(b) of the Credit Agreement and, in the case of the financial statements furnished pursuant to Section 6.01(b) of the Credit Agreement, the representations contained in Section 5.05(a) of the Credit Agreement, as modified by this clause (ii), shall be qualified by the statement that such financial statements are subject to the absence of footnotes and year-end audit adjustments;

4.2Corporate Power and Authority. As of the date hereof, each of Holdings and the Borrower has taken all necessary action to authorize the execution, delivery and performance of this Amendment, this Amendment has been duly executed and delivered by each of Holdings and the Borrower, and this Amendment is the legal, valid and binding obligation of each of Holdings and the Borrower, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles; and

4.3Absence of Default. No Default or Event of Default exists or would result from this Amendment or the occurrence of the Third Amendment Effective Date.

SECTION 5.COVENANTS

Upon reasonable request by the Administrative Agent, Holdings and the Borrower shall, and shall cause each other Restricted Subsidiary to (a) correct any defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any stock pledge agreement or other document or instrument relating to (i) any Material Real Property located in Mexico which is owned by any Loan Party and (ii) Restricted Subsidiaries which own any Material Real Property located in Mexico and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably require from time to time for the purposes of perfecting the rights of the Administrative Agent for the benefit of the Secured Parties with respect to (i) any Material Real Property located in Mexico which is owned by any Loan Party and (ii) Restricted Subsidiaries which own any Material Real Property located in Mexico.

SECTION 6.TERMINATION

This Amendment (a) shall automatically terminate on October 31, 2013 (the “Termination Date”) if the Third Amendment Effective Date has not occurred on or prior to such date and (b) may be terminated prior to the Third Amendment Effective Date at the election of the Administrative Agent, (i) during the period any Default or Event of Default occurs and is continuing and (ii) the date any event occurs or information becomes available that, in the reasonable judgment of the Initial New Revolving Credit Lenders having more than 50% of the Tranche B Revolving Credit Commitments, results in, or is likely to result in the failure to satisfy any condition set forth in Section 3 hereof.

SECTION 7.MISCELLANEOUS

7.1Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its costs and expenses in connection with this Amendment (and any other Loan Documents delivered in connection herewith) as provided in Section 10.04 of the Credit Agreement. From the date hereof until the Third Amendment Effective Date, each Initial New Revolving Credit Lender, the New Swing Line Lender and the Tranche B L/C Issuer shall each be deemed a “Lender” and shall have the rights and obligations of a “Lender” solely for purposes of Section 10.04, 10.05 and 10.08 of the Credit Agreement.

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7.2Reference to and Effect on the Loan Documents.

(a)As of the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall mean and be a reference to the Restated Credit Agreement.

(b)Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement (including the schedules and exhibits thereto) and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Amendment.

(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Loan Document, or constitute a waiver or amendment of any other provision of the Credit Agreement or any Loan Document (as amended hereby) except as and to the extent expressly set forth herein.

7.3Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Receipt by the Administrative Agent of a facsimile copy of an executed signature page hereof shall constitute receipt by the Administrative Agent of an executed counterpart of this Amendment.

7.4Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

7.5Loan Document and Integration. This Amendment is a Loan Document, and together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

7.6Headings. Section headings contained in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

7.7Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers and members thereunto duly authorized, as of the date indicated above.

CCA CLUB OPERATIONS HOLDINGS, LLC

By: /s/ Curtis D. McClellan

Name: Curtis D. McClellan
Title: Treasurer

CLUBCORP CLUB OPERATIONS, INC.

By: /s/ Curtis D. McClellan

Name: Curtis D. McClellan
Title: Treasurer

[SIGNATURE PAGE TO AMENDMENT NO. 3]

CITICORP NORTH AMERICA, INC.,

as Administrative Agent

By:/s/ Michael Chlopak

Name: Michael Chlopak
Title: Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 3]

IN WITNESS WHEREOF, the undersigned, as an Initial New Revolving Credit Lender, the New Swingline Lender and a Tranche B L/C Issuer has caused this Amendment to be executed and delivered by a duly authorized officer as of the date first written above and hereby irrevocably and unconditionally agrees to provide a Tranche B Revolving Credit Commitment in the amount of $____25,000,000_____________________ (or such lesser amount allocated to such Lender by the Administrative Agent) on the Third Amendment Effective Date.

CITIBANK, N.A.,

as an Initial New Revolving Credit Lender, New Swing Line Lender and Tranche B L/C Issuer

By: /s/ Michael Chlopak

Name: Michael Chlopak
Title: Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 3]

IN WITNESS WHEREOF, the undersigned Initial New Revolving Credit Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the date first written above and hereby irrevocably and unconditionally agrees to provide a Tranche B Revolving Credit Commitment in the amount of $____25,000,000_______________ (or such lesser amount allocated to such Lender by the Administrative Agent) on the Third Amendment Effective Date.

Bank of America, N.A,

(Type Name of Legal Entity)

as an Initial New Revolving Credit Lender

By:/s/ Steven P. RenwickName: Steven P. Renwick

Title: Senior Vice President

If a second signature is necessary:

By:_________________________Name:

Title:

[SIGNATURE PAGE TO AMENDMENT NO. 3]

IN WITNESS WHEREOF, the undersigned Initial New Revolving Credit Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the date first written above and hereby irrevocably and unconditionally agrees to provide a Tranche B Revolving Credit Commitment in the amount of $___30,000,000___________ (or such lesser amount allocated to such Lender by the Administrative Agent) on the Third Amendment Effective Date.

Deutsche Bank AG New York Branch,

(Type Name of Legal Entity)

as an Initial New Revolving Credit Lender

By:/s/ Mary Kay CoyleName: Mary Kay Coyle

Title: Managing Director

If a second signature is necessary:

By: /s/ Michael WintersName: Michael Winters

Title: Vice President

[SIGNATURE PAGE TO AMENDMENT NO. 3]

IN WITNESS WHEREOF, the undersigned Initial New Revolving Credit Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the date first written above and hereby irrevocably and unconditionally agrees to provide a Tranche B Revolving Credit Commitment in the amount of $___25,000,000______________ (or such lesser amount allocated to such Lender by the Administrative Agent) on the Third Amendment Effective Date.

GOLDMAN SACHS BANK USA,

(Type Name of Legal Entity)

as an Initial New Revolving Credit Lender

By:/s/ Rebecca KratzName: Rebecca Kratz

Title: Authorized Signatory

[SIGNATURE PAGE TO AMENDMENT NO. 3]

IN WITNESS WHEREOF, the undersigned Initial New Revolving Credit Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the date first written above and hereby irrevocably and unconditionally agrees to provide a Tranche B Revolving Credit Commitment in the amount of $___25,000,000______________ (or such lesser amount allocated to such Lender by the Administrative Agent) on the Third Amendment Effective Date.

JEFFERIES FINANCE LLC,

(Type Name of Legal Entity)

as an Initial New Revolving Credit Lender

By:/s/ E. Joseph HessName: E. Joseph Hess

Title: Managing Director

If a second signature is necessary:

By: Name:

Title:

[SIGNATURE PAGE TO AMENDMENT NO. 3]

IN WITNESS WHEREOF, the undersigned Initial New Revolving Credit Lender has caused this Amendment to be executed and delivered by a duly authorized officer as of the date first written above and hereby irrevocably and unconditionally agrees to provide a Tranche B Revolving Credit Commitment in the amount of $____10,000,000_____________ (or such lesser amount allocated to such Lender by the Administrative Agent) on the Third Amendment Effective Date.

Wells Fargo Bank, N.A.,

(Type Name of Legal Entity)

as an Initial New Revolving Credit Lender

By:/s/ Gregory WolkomName: Gregory Wolkom

Title: EVP

If a second signature is necessary:

By: Name:

Title:

[SIGNATURE PAGE TO AMENDMENT NO. 3]

Exhibit A

FORM OF ACKNOWLEDGMENT AND CONFIRMATION

1.    Reference is made to Amendment No. 3, dated as of August 30, 2013 (the “Third Amendment”), by and 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 party thereto (the “Lenders”) and CITICORP NORTH AMERICA, INC., as administrative agent, swing line lender and L/C issuer. Terms defined in the Third Amendment and used herein shall have the meanings assigned to such terms in the Third Amendment, unless otherwise defined herein or the context otherwise requires.

2.    Certain provisions of the Credit Agreement are being amended pursuant to the Third Amendment. Each of the undersigned is a Guarantor of the Guaranteed Obligations as defined in and pursuant to the Guaranty and Security Agreement and is a Grantor as defined in and pursuant to the Guaranty and Security Agreement and hereby:

(a)    consents to the execution, delivery and performance of the foregoing Third Amendment;

(b)    acknowledges that, notwithstanding the execution and delivery of the foregoing Third Amendment, the Secured Obligations of such Grantor and the obligations of such Guarantor under the Loan Documents to which it is a party are not impaired or affected and all guaranties made by such Guarantor pursuant to the Guaranty and Security Agreement and all Liens granted by such Grantor as security for the Secured Obligations of such Grantor pursuant to such Loan Documents continue in full force and effect and shall continue to secure such Secured Obligations except to the extent any waiver, release or modification has been granted by or on behalf of Lenders or has otherwise occurred pursuant to the terms of the Loan Documents;

(c)    confirms and ratifies its obligations under each of the Loan Documents executed by it after giving effect to the Third Amendment; and

(d)    represents and warrants that (i) it has taken all necessary action to authorize the execution, delivery and performance of this Acknowledgment and Confirmation, this Acknowledgment and Confirmation has been duly executed and delivered by it, and this Acknowledgment and Confirmation is its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and (ii) 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, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.

3.    Except as expressly provided in the Third Amendment, each Guarantor hereby ratifies and confirms all of the terms and conditions of the Guaranty and Security Agreement and other Loan Documents to which it is a party and all documents, instruments and agreements related thereto, which remain in full force and effect. This Acknowledgment and Confirmation shall constitute a Loan Document.

4.    This Acknowledgement and Confirmation and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.

5.    This Acknowledgment and Confirmation may be executed by one or more of the parties hereto on any number of separate counterparts (including by telecopy or electronic mail), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment and Confirmation to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

[_____________]

By:        Name:     Title:

Restated Credit Agreement

ANNEX I

RESTATED CREDIT AGREEMENT

See attached.

Exhibit 10.18

EXECUTION COPY

$360,000,000

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, dated as of August 30, 2013)

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 PARTY HERETO

CITIGROUP GLOBAL MARKETS INC.
as Sole Arranger and Sole Bookrunner

-0-

0

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TABLE OF CONTENTS

Table of Contents

Page

Page

ARTICLE 1    DEFINITIONS AND ACCOUNTING TERMS    1

Section 1.01. Defined Terms    1

Section 1.02. Other Interpretive Provisions    4446

Section 1.03. Accounting Terms    4546

Section 1.04. Rounding    4547

Section 1.05. References To Agreements And Laws    4547

Section 1.06. Times Of Day    4547

Section 1.07. Timing Of Payment Or Performance    4547

Section 1.08. Compliance With Financial Covenants47

ARTICLE 2     THE COMMITMENTS AND CREDIT EXTENSIONS    4647

Section 2.01. The Loans    4647

Section 2.02. Borrowings, Conversions and Continuations of Loans    4648

Section 2.03. Letters Of Credit    4849

Section 2.04. Swing Line Loans    5657

Section 2.05. Prepayments    5860

Section 2.06. Termination or Reduction of Commitments    6263

Section 2.07. Repayment of Loans    6364

Section 2.08. Interest    6365

Section 2.09. Fees    6465

Section 2.10. Computation of Interest and Fees    6466

Section 2.11. Evidence of Indebtedness    6566

Section 2.12. Payments Generally    6667

Section 2.13. Sharing Of Payments    6768

Section 2.14. Incremental Facilities    6869

Section 2.15. Modification of Revolving Credit Loans    7172

Section 2.16. Defaulting Lenders    7374

ARTICLE 3    TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY    7576

Section 3.01. Taxes    7576

Section 3.02. Illegality    77

Section 3.03. Inability To Determine Rates    7778

Section 3.04. Increased Cost And Reduced Return; Capital Adequacy; Reserves On Eurodollar Rate Loans    78

Section 3.05. Funding Losses    79

Section 3.06. Matters Applicable To All Requests For Compensation    79

Section 3.07. Replacement Of Lenders Under Certain Circumstances    80

Section 3.08. Survival    82

ARTICLE 4    CONDITIONS PRECEDENT    82

Section 4.01. Conditions To Initial (Closing Date) Credit Extension    82

Section 4.02. Conditions To All Credit Extensions    8685

ARTICLE 5    REPRESENTATIONS AND WARRANTIES    8786

Section 5.01. Existence, Qualification And Power; Compliance with Laws    8786

Section 5.02. Authorization; No Contravention    8786

Section 5.03. Governmental Authorization; Other Consents; Liquor Licenses    87

Section 5.04. Binding Effect    88

Section 5.05. Financial Statements; No Material Adverse Effect    88

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Table of Contents

(continued)

Page

Section 5.06. Litigation    8988

Section 5.07. Ownership of Property; Liens; Material Agreements    89

Section 5.08. Environmental Compliance    9089

Section 5.09. Taxes    9190

Section 5.10. ERISA Compliance    9190

Section 5.11. Subsidiaries; Equity Interests    9291

Section 5.12. Margin Regulations; Investment Company Act    9291

Section 5.13. Disclosure    9291

Section 5.14. Intellectual Property; Licenses, Etc    9392

Section 5.15. Solvency    9392

Section 5.16. Perfection, Etc    9392

Section 5.17. Compliance with Laws Generally    9392

Section 5.18. Labor Matters    9392

Section 5.19. Senior Debt    9492

Section 5.20. Limitations on Holdings and Certain Subsidiaries    9493

ARTICLE 6    AFFIRMATIVE COVENANTS    9493

Section 6.01. Financial Statements    9593

Section 6.02. Certificates; Other Information    9694

Section 6.03. Notices    9896

Section 6.04. Payment of Obligations; Material Agreements; Liquor Licenses    9896

Section 6.05. Preservation of Existence, Etc    9997

Section 6.06. Maintenance of Properties    9997

Section 6.07. Maintenance of Insurance    9997

Section 6.08. Compliance With Laws    9997

Section 6.09. Books and Records    9998

Section 6.10. Inspection and Appraisal Rights    9998

Section 6.11. Use of Proceeds    10098

Section 6.12. Covenant To Guarantee Obligations And Give Security    10099

Section 6.13. Control Accounts, Approved Deposit Accounts    102100

Section 6.14. Compliance with Environmental Laws    103101

Section 6.15. Further Assurances    103101

Section 6.16. Maintenance of Ratings    103101

Section 6.17. Designation of Subsidiaries    103101

Section 6.18. Post Closing Matters    105102

ARTICLE 7    NEGATIVE COVENANTS    105103

Section 7.01. Liens    105103

Section 7.02. Investments    108105

Section 7.03. Indebtedness    111108

Section 7.04. Fundamental Changes    113110

Section 7.05. Dispositions    114111

Section 7.06. Restricted Payments    116112

Section 7.07. Change In Nature of Business    118114

Section 7.08. Transactions With Affiliates    118114

Section 7.09. Burdensome Agreements    118115

Section 7.10. Financial Covenants    119115

Section 7.11. Amendments of Certain Documents    120115

Section 7.12. Accounting Changes    120116

Section 7.13. Prepayments, Etc. of Indebtedness    120116

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(continued)

Page

Section 7.14. Limitations on Holdings and Certain Subsidiaries    120116

Section 7.15. Designated Senior Debt    121117

Section 7.16. Pension Plans    121117

ARTICLE 8    EVENTS OF DEFAULT AND REMEDIES    121117

Section 8.01. Events of Default    121117

Section 8.02. Remedies upon Event of Default    123119

Section 8.03. Application Of Funds    124120

ARTICLE 9    ADMINISTRATIVE AGENT AND OTHER AGENTS    125121

Section 9.01. Appointment and Authority    125121

Section 9.02. Rights as a Lender    126122

Section 9.03. Exculpatory Provisions    126122

Section 9.04. Reliance by Administrative Agent    127123

Section 9.05. Delegation of Duties    127123

Section 9.06. Resignation of Administrative Agent    128123

Section 9.07. Non-Reliance on Administrative Agent and Other Lenders    129124

Section 9.08. Collateral and Guaranty Matters    129124

Section 9.09. No Other Duties, Etc    130125

Section 9.10. Appointment of Supplemental Administrative Agents    130125

Section 9.11. Withholding Tax    131126

ARTICLE 10    MISCELLANEOUS    131127

Section 10.01. Amendments, Etc    131127

Section 10.02. Notices and Other Communications; Facsimile Copies    134129

Section 10.03. No Waiver; Cumulative Remedies    135130

Section 10.04. Attorney Costs, Expenses and Taxes    135130

Section 10.05. Indemnification by the Borrower    135131

Section 10.06. Payments Set Aside    136132

Section 10.07. Successors and Assigns    137132

Section 10.08. Confidentiality    143138

Section 10.09. Setoff    144139

Section 10.10. Interest Rate Limitation    145139

Section 10.11. Counterparts    145140

Section 10.12. Integration    145140

Section 10.13. Survival of Representations and Warranties    145140

Section 10.14. Severability    145140

Section 10.15. Tax Forms    146140

Section 10.16. GOVERNING LAW    147142

Section 10.17. WAIVER OF RIGHT TO TRIAL BY JURY    148142

Section 10.18. Binding Effect    148142

Section 10.19. USA PATRIOT Act Notice    148142

Section 10.20. No Advisory or Fiduciary Relationship    148143

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SCHEDULES

Schedule I Accounting Periods

Schedule II Administrative Agent’s Office

Schedule III Excluded Subsidiaries

Schedule IV Ground Leases

Schedule V Guarantors

Schedule VI Surviving Indebtedness

Schedule VII Local Counsel

Schedule 2.01(a) Term B Commitment

Schedule 2.01(b) Revolving Credit Commitment

Schedule 2.03(l) Letters of Credit Issued Prior to the Closing Date

Schedule 4.01(a)(v) Mortgaged Property

Schedule 5.03(b) Liquor Licenses

Schedule 5.07(b) Real Property

Schedule 5.07(c) Unrecorded Ground Leases

Schedule 5.10(a) ERISA Plans

Schedule 5.10(c) ERISA Events

Schedule 5.11 Subsidiaries

Schedule 6.17 Dormant Subsidiaries

Schedule 6.18 Post Closing Matters

Schedule 7.01(b) Existing Liens

Schedule 7.02(e) Existing Investments

Schedule 7.02(p) Existing Joint Venture Investments

Schedule 7.03(c) Existing Indebtedness

Schedule 7.09 Burdensome Agreements

Schedule 10.02 Notices

EXHIBITS

A Form of Committed Loan Notice

B Form of Swing Line Loan Notice

C-1 Form of Term Note

C-2 Form of Revolving Credit Note

D Form of Compliance Certificate

E Form of Assignment and Assumption

F Form of Guaranty and Security Agreement

G Form of Joinder Agreement

H Form of Administrative Questionnaire

I-1 Tax Status Certificate (For Non-U.S. Lenders that are not Partnerships For U.S. Federal Income Tax Purposes)

I-2 Tax Status Certificate (For Non-U.S. Lenders that are Partnerships For U.S. Federal Income Tax Purposes)

I-3 Tax Status Certificate (For Non-U.S. Participants that are not Partnerships For U.S. Federal Income Tax Purposes)

I-4 Tax Status Certificate (For Non-U.S. Participants that are Partnerships For U.S. Federal Income Tax Purposes)

J Form of Affiliated Lender Assignment and Assumption

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CREDIT AGREEMENT

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 andCitibank, N.A., asSwing Line Lender and Tranche BL/C Issuer.

PRELIMINARY STATEMENTS

The Borrower has requested that (a) on the Closing Date, the Term B Lenders make Term B Loans to the Borrower in an aggregate principal amount not to exceed $310,000,000 to satisfy certain Existing Indebtedness (as defined below) of Affiliates of the Borrower and terminate the commitments thereunderand, (b) from time to time, thethe Closing Date until the Third Amendment Effective Date, the Tranche A Revolving Credit Lenders lend to the Borrower and the Tranche AL/C Issuer issue Tranche ALetters of Credit for the account of the Restricted Subsidiaries under a $50,000,000 Tranche A Revolving Credit Facility and (c) on and after the Third Amendment Effective Date, the Tranche B Revolving Credit Lenders lend to the Borrower and the Tranche B L/C Issuer issue Tranche B Letters of Credit for the account of the Restricted Subsidiaries under a $135,000,000 Tranche BRevolving Credit Facility.

The applicable Lenders have indicated their willingness to lend and the applicableL/C Issuer hasIssuers have indicated itstheir willingness to so issue Letters of Credit, in each case, on the terms and subject to the conditions set forth in this Agreement.

In consideration of the mutual covenants and agreements contained in this Agreement, the parties hereto covenant and agree as follows:

ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS

Section 1.01.Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Accepting Lender” has the meaning specified in Section 2.05(b)(vii).

“Accounting Period” means each of the periods during the Borrower’s Fiscal Year that constitutes a separate accounting period, as more particularly identified in Schedule I.

“Administrative Agent” means Citicorp North America, Inc., in its capacity as administrative agent under any of the Loan Documents, or any permitted successor administrative agent pursuant to Section 9.06.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule II or such other address or account as the Administrative Agent may from time to time notify in writing to the Borrower, the Lenders and the L/C Issuers.

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“Administrative Questionnaire” means an Administrative Questionnaire substantially in the form of Exhibit H.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have corresponding meanings.

“Affiliated Lender” shall mean a Lender that is (a) the Sponsor or Affiliate of the Sponsor or (b) an Affiliate of any Loan Party (excluding, in each case, Holdings and any of its Subsidiaries).

“Affiliated Lender Assignment and Assumption Agreement” has the meaning specified in Section 10.07(i)(B).

“Agent-Related Person” means the Administrative Agent and any Supplemental Administrative Agent, together with their respective Affiliates, and the officers, directors, employees, advisors, agents and attorneys-in-fact of such Persons and Affiliates.

“Agents” means, collectively, the Administrative Agent and the Supplemental Administrative Agents (if any).

“Aggregate Commitments” means the Commitments of all the Lenders.

“Agreement” means this Credit Agreement.

“Applicable Rate” means a percentage per annum equal to:

(a)with respect to Term B Loans, (i) for any period occurring prior to the Second Amendment Effective Date, (A) for Eurodollar Rate Loans, 3.75% and (B) for Base Rate Loans, 2.75% and (ii) on and after the Second Amendment Effective Date, (A) for Eurodollar Rate Loans, 3.25% and (B) for Base Rate Loans, 2.25%; provided that, at any time on or after the Borrower’s receipt of Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, solely with respect to Term B Loans, (x) for Eurodollar Rate Loans, 3.00% and (B) for Base Rate Loans, 2.00%; and

(b)with respect to (i)the Tranche ARevolving Credit Loans, unused Tranche ARevolving Credit Commitments and Tranche ALetter of Credit fees, (iA) for Eurodollar Rate Loans, 4.50%, (iiB) for Base Rate Loans, 3.50%, (iiiC) for Letter of Credit fees, 4.50% and (ivD) for Revolving Credit Commitment Fees, the followingpercentages per annum listed below, based upon the Total Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02:and (ii) the Tranche B Revolving Credit Loans, unused Tranche B Revolving Credit Commitments and Tranche B Letter of Credit fees, (A) for Eurodollar Rate Loans, 3.00%, (B) for Base Rate Loans, 2.00%, (C) for Letter of Credit fees, 3.00% and (D) for Revolving Credit Commitment Fees, 0.50%.

Tranche ARevolving Credit Commitment Fee Rate
Pricing Level	Total Leverage Ratio	Revolving CreditCommitment Fee Rate
1	> 3.00:1.00	0.75%

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2 < 3.00:1.00 0.50%

Any increase or decrease in the Applicable Rate resulting from a change in the Total Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02; provided that at the option of the Administrative Agent or the Required Tranche ARevolving Lenders, Pricing Level 1 shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply) and (y) as of the first Business Day after a Default or Event of Default shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Default or Event of Default is cured or waived (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply); provided, further, that prior to delivery of the Compliance Certificate with respect to the first Fiscal Quarter beginning after the Closing Date, Pricing Level 1 shall apply.

In the event that the Administrative Agent or the Borrower determine that any financial statements previously delivered were incorrect or inaccurate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Rate for any period (an “Applicable Period”) than the Applicable Rate applied for such Applicable Period, then (i) the Borrower shall as soon as practicable deliver to the Administrative Agent the corrected financial statements for such Applicable Period, (ii) the Applicable Rate shall be determined as if the Pricing Level for such higher Applicable Rate were applicable for such Applicable Period, and (iii) the Borrower shall within three (3) Business Days of demand thereof by the Administrative Agent pay to the Administrative Agent the accrued additional amount owing as a result of such increased Applicable Rate for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with this Agreement. This paragraph shall not limit the rights of the Administrative Agent and Lenders with respect to Section 2.08 and Article 8.

“Appropriate Lender” means, at any time, (a) with respect to Loans of any Class, the Lenders of such Class, (b) with respect to the Letter of Credit Sublimit in respect of any Class, (i) the L/C Issuer andfor such Class, (ii) if any Letters of Credit have been issued pursuant to Section 2.03(a)(i), the Tranche A Revolving Credit Lenders and (iii) if any Letters of Credit have been issued pursuant to Section 2.03(a)(i), the Tranche BRevolving Credit Lenders and (c) with respect to the Swing Line Facility, (i) the Swing Line Lender and (ii) if any Swing Line Loans are outstanding pursuant to Section 2.04(a), the Tranche BRevolving Credit Lenders.

“Approved Deposit Account” means a Deposit Account that is the subject of an effective Deposit Account Control Agreement and that is maintained by any Loan Party with a Deposit Account Bank. “Approved Deposit Account” includes all monies on deposit in a Deposit Account and all certificates and instruments, if any, representing or evidencing such Deposit Account.

“Approved Domestic Bank” has the meaning specified in clause (c) of the definition of “Cash Equivalents.”

“Approved Fund” means any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

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“Approved Securities Intermediary” means a “securities intermediary” or “commodity intermediary” (as such terms are defined in the UCC) selected or approved by the Administrative Agent.

“Arranger” means Citigroup Global Markets Inc. in its capacity as sole arranger and sole bookrunner for the Facilities.

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of Exhibit E or in another form reasonably acceptable to the Administrative Agent.

“Attorney Costs” means and includes all reasonable fees, expenses and disbursements of any law firm or other external counsel.

“Attributable Indebtedness” means, on any date, in respect of any Capitalized Lease or in respect of a Sale and Leaseback Transaction of any Person, the present value at the time of determination of the obligation of the lessee for net rental payments during the remaining term of such Capitalized Lease or the Lease included in such Sale and Leaseback Transaction, as applicable, including any period for which such Lease has been extended or may, at the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP.

“Auto-Renewal Letter of Credit” has the meaning specified in Section 2.03(b)(iii).

“Available Amount” means, on any date of determination (the “Reference Date”), the sum of (without duplication):

(a)$40,000,000; plus

(b)Eligible Equity Proceeds (excluding an amount equal to the aggregate Equity Contribution); plus

(c)solely to the extent that the Total Leverage Ratio of Holdings and its Restricted Subsidiaries is less than 5.00:1.00 (after giving effect to the proposed (A) Restricted Payment made using the Available Amount pursuant to Section 7.06(d), (B) Investment made using the Available Amount pursuant to Section 7.02(h)(i) or Section 7.02(l) or (C) prepayment made using the Available Amount pursuant to Section 7.13(a), as applicable), the sum of (i) Retained Excess Cash Flow for each Fiscal Year of the Borrower accrued during the period (treated as one accounting period) commencing with the Fiscal Year of the Borrower ended December 27, 2011 and ending with the most recent Fiscal Year of the Borrower for which financial statements of the Borrower have been delivered in accordance with Section 6.01 plus (ii) to the extent not included in the foregoing sub clauses of this clause (c), the aggregate amount of cash Returns to any Restricted Subsidiary in respect of Investments made pursuant to Section 7.02(l); minus

(d)the aggregate amount of (A) Restricted Payments made using the Available Amount pursuant to Section 7.06(d), (B) Investments made using the Available Amount pursuant to Section 7.02(h)(i) and Section 7.02(l) and (C) prepayments made using the Available Amount pursuant to Section 7.13(a) during the period from and including the Business Day immediately following the Closing Date through and including the Reference Date (without taking account of the intended usage of the Available Amount on such Reference Date).

“Bankruptcy Proceedings” has the meaning specified in Section 10.07(i)(iv).

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“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) (i) 2.50% with respect to Revolving Credit Loans or (ii) with respect to Term B Loans, (A) for any period occurring prior to the Second Amendment Effective Date, 2.25% and (B) on and after the Second Amendment Effective Date, 2.00%, (bhigher of (a) the rate of interest per annum determined from time to time by the Administrative Agent as its “prime rate” in effect at its principal office in New York City and (cb) the Eurodollar Rate applicable for an Interest Period of one month beginning on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided that, (x) with respect to Tranche A Revolving Credit Loans, the Base Rate shall in no event be less than 2.50% per annum and (y) with respect to the Term Loans, the Base Rate shall in no event be less than 2.00% per annum. The “prime rate” is a rate set by the Administrative Agent based upon various factors including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such determined rate. Any change in the Base Rate due to a change in the Federal Funds Rate or such “prime rate” shall be effective as of the opening of business on the effective day of such change in the Federal Funds Rate or “prime rate”, as the case may be.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Borrower” has the meaning specified in the introductory paragraph to this Agreement.

“Borrowing” means a Tranche A Revolving Credit Borrowing, a Tranche BRevolving Credit Borrowing, a Swing Line Borrowing, a Term Borrowing, or a New Term Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in when used in relation to the Borrower, the state where the Administrative Agent’s Office is located, and if such day relates to any interest rate settings as to a Eurodollar Rate Loan, any fundings, disbursements, settlements and payments in respect of any such Eurodollar Rate Loan, or any other dealings to be carried out pursuant to this Agreement in respect of any such Eurodollar Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market.

“Capital Expenditures” means, for any Person for any period, the aggregate of amounts that would be reflected as additions to property, plant or equipment on a consolidated balance sheet of such Person, excluding interest capitalized during construction.

“Capitalized Lease Obligation” means, for any Person at the time any determination thereof is to be made, the amount of the liability in respect of a Capitalized Lease that would at that time be required to be capitalized on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases on a balance sheet of the lessee.

“Cash Collateral Account” means any Deposit Account or Securities Account that is (a) established by the Administrative Agent from time to time in its sole discretion to receive cash and Cash Equivalents (or purchase cash or Cash Equivalents with funds received) from Holdings and its Restricted Subsidiaries or Persons acting on their behalf pursuant to the Loan Documents, (b) with such depositaries and securities intermediaries as the Administrative Agent may determine in its sole discretion, (c) in the name of the Administrative Agent (although such account may also have words referring to the Borrower

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and the account’s purpose), (d) under the control of the Administrative Agent and (e) in the case of a Securities Account, with respect to which the Administrative Agent shall be the Entitlement Holder and the only Person authorized to give Entitlement Orders with respect thereto.

“Cash Collateralize” means, in respect of an obligation, to provide and pledge (as a first priority perfected security interest) to the Administrative Agent (for the benefit of the Lenders and/or, if applicable, the L/C IssuerIssuers) cash or deposit account balances as cash collateral in Dollars, in deposit accounts at a location designated by the Administrative Agent and under the sole dominion and control of the Administrative Agent pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and, if applicable, the L/C IssuerIssuers (which documents are hereby consented to by the Lenders). “Cash Collateralization” has a corresponding meaning.

“Cash Equivalents” means any of the following types of Investments, to the extent owned free and clear of all Liens (other than Liens permitted pursuant to any Loan Document):

(a)readily marketable obligations issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof, having maturities of not more than one year from the date of acquisition thereof; provided that the full faith and credit of the United States is pledged in support thereof;

(b)direct obligations (or certificates representing an ownership interest in such obligations) of any state of the United States (including any agency or instrumentality thereof) the long-term debt of which is rated A-3 or higher by Moody’s and A- or higher by S&P (or rated the equivalent by at least one nationally recognized statistical rating organization) and having maturities of not more than six months after the date of acquisition;

(c)time deposits with, or insured certificates or deposit or bankers’ acceptances of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof, the District of Columbia or the Commonwealth of Puerto Rico and is a member of the Federal Reserve System and (ii) has combined capital and surplus of at least $5,000,000,000 or whose commercial paper rating is at least A-1 by S&P and P-1 by Moody’s (any such bank being an “Approved Domestic Bank”), in each case with maturities of not more than one year from the date of acquisition thereof;

(d)commercial paper and variable or fixed rate notes issued by or guaranteed by a domestic corporation (other than a commercial bank or financial institution) rated “A-1” (or the equivalent thereof) or better by S&P or “P-1” (or the equivalent thereof) or better by Moody’s, in each case with maturities of not more than one year from the date of acquisition thereof; and

(e)Investments, classified in accordance with GAAP as current assets of Holdings or any Restricted Subsidiary, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions having capital of at least $5,000,000,000, and the portfolios of which are limited such that 95% of such investments are of the character, quality and maturity described in clauses (a), (b), (c) and (d) of this definition of “Cash Equivalents”.

“Cash Management Obligations” means obligations owed by Holdings or any Restricted Subsidiary to any Lender or any Affiliate of a Lender in respect of any overdraft and liabilities arising

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from treasury, depository and cash management services or any automated clearing house transfers of funds or in respect of any credit card or similar services.

“Casualty Event” means any event that gives rise to the receipt by any Person of any insurance proceeds or condemnation awards in respect of any equipment, fixed assets or real property (including any improvements thereon) to replace or repair such equipment, fixed assets or real property.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980.

“CERCLIS” means the Comprehensive Environmental Response, Compensation, and Liability Information System maintained by the US Environmental Protection Agency.

“Change of Control” means the earliest to occur of

(a)(a)    at any time prior to a Qualifying IPO, the Permitted Holders cease to, directly or indirectly, beneficially own (within the meaning of Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934, or any successor provision) Equity Interests representing more than 50% of the total voting power for the election of directors of Holdings;

(b)(b)    at any time on or after a Qualifying IPO, (i) any Person or Persons (in each case, other than any Permitted Holder and any employee benefit plan of Holdings or any Restricted Subsidiary, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) that together constitute a “group” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) shall become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of more than the greater of (x) thirty-five percent (35%) of the total voting power of all of the outstanding Equity Interests of Holdings for the election of the directors of Holdings and (y) the percentage of the total voting power of all of the outstanding Equity Interests of Holdings for the election of directors of Holdings owned, directly or indirectly, beneficially by the Permitted Holders, and (ii) during any period of twelve (12) consecutive months, the board of directors of Holdings shall cease to consist of a majority of the Continuing Directors;

(c)(c)    the Borrower ceasing to be a directly or indirectly wholly owned Restricted Subsidiary of Holdings; or

(d)(d)    any “Change of Control” (or any comparable term) in any documentation pertaining to any Material Indebtedness, the effect of which is to cause, or to permit the holders or holders of such Material Indebtedness to cause, with the giving of notice if required, such Material Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be made, prior to the stated maturity of such Material Indebtedness.

“Claim” has the meaning specified in Section 10.07(i)(iv).

“Class” (a) when used with respect to Lenders, refers to whether such Lenders are Tranche ARevolving Credit Lenders, NewTranche B Revolving Credit Lenders, Term B Lenders or New Term Lenders, (b) when used with respect to Commitments, refers to whether such Commitments are Tranche ARevolving Credit Commitments, NewTranche B Revolving Credit Commitments, Term B Commitments or New Term Commitmentsand, (c) when used with respect to L/C Issuers, refers to whether such L/C

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Issuers are Tranche A L/C Issuers or Tranche B L/C Issuers, (d) when used with respect to L/C Obligations, refers to whether such L/C Obligations are Tranche A L/C Obligations or Tranche B L/C Obligations, (e) when used with respect to Letters of Credit, refers to whether such Letters of Credit are Tranche A Letters of Credit or Tranche B Letters of Credit and (f) when used with respect to Loans or a Borrowing, refers to whether such Loans, or the Loans comprising such Borrowing, are Tranche ARevolving Credit Loans, Tranche B Revolving Credit Loans, Swing LineLoans or Term Loans, in each case, under this Agreement as originally in effect or pursuant to Section 2.14 or 2.15, of which such Loan, Borrowing or Commitment shall be a part.

“Closing Date” means November 30, 2010 or, if later, the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01.

“Code” means the US Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means all of the “Collateral” referred to in the Collateral Documents and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to Liens in favor of the Administrative Agent, for the benefit of the Secured Parties pursuant to the Collateral Documents in order to secure the Secured Obligations.

“Collateral Documents” means, collectively, the Guaranty and Security Agreement, each Intellectual Property Security Agreement, the Mortgages, the Deposit Account Control Agreements, the Securities Account Control Agreements and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties as security for the Secured Obligations, including collateral assignments, security agreements, pledge agreements or other similar agreements and supplements thereto delivered to the Administrative Agent and the Secured Parties pursuant to Sections 4.01, 6.12 and 6.18.

“Commitment” means a Term Commitment or a Revolving Credit Commitment, as the context may require.

“Committed Loan Notice” means a notice of (a) a Term Borrowing, (b) a Revolving Credit Borrowing, (c) a conversion of Loans from one Type to the other or (d) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“Commodity Account” has the meaning given to such term in the UCC.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Company Materials” has the meaning specified in Section 6.02.

“Compensation Period” has the meaning specified in Section 2.12(c)(ii).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Consolidated” or “consolidated” means, unless otherwise expressly indicated, the consolidation of accounts of Holdings and its Subsidiaries (excluding all Unrestricted Subsidiaries) in accordance with GAAP.

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“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(a)increased, without duplication, by:

(i)provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus

(ii)total interest expense of such Person for such period (including (A) net losses or Hedging Obligations or other derivative instruments that are permitted pursuant to Section 7.03(h) and entered into for the purpose of hedging interest rate risk and (B) costs of surety bonds in connection with financing activities, in each case, to the extent included in total interest expense), together with items excluded from the definition of “Consolidated Interest Expense” pursuant to clause (a) thereof, in each case, to the extent the same was deducted (and not added back) in calculating such Consolidated Net Income; plus

(iii)Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus

(iv)any expenses or charges (other than depreciation or amortization expense) related to any issuance of Equity Interests, Investment permitted pursuant to Section 7.02, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred pursuant to Section 7.03 (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Facilities and the Senior Notes and (ii) any amendment or other modification of the Facilities or the Senior Notes, and, in each case, deducted (and not added back) in computing Consolidated Net Income; plus

(v)the amount of any restructuring charge or reserve deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Closing Date and costs related to the closure and/or consolidation of facilities in an amount not to exceed (A) $500,000 in connection with any single acquisition, closure or consolidation and (B) $1,000,000 in the aggregate in connection with all acquisitions, closures or consolidations in any single Fiscal Year; plus

(vi)any other non-cash charges, including any write offs or write downs, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, the cash payment in respect thereof in such future period shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

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(vii)the amount of any non-controlling interest income or expense consisting of Subsidiary income or loss attributable to non-controlling equity interests of third parties in any non-wholly owned Restricted Subsidiary deducted (and not added back) in such period in calculating Consolidated Net Income; plus

(viii)the amount of management, monitoring, consulting and advisory fees and related expenses paid in such period to the Sponsor pursuant to Section 7.08(d); plus

(ix)the amount of net cost-savings projected by the management of the Borrower in good faith to be realized as a result of specified actions initiated or to be taken on or prior to the date that is 12 months after any acquisition, merger or operational change permitted under this Agreement (calculated on a Pro Forma Basis as though such cost-savings had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (A) such cost-savings are reasonably identifiable and quantifiable, (B) no cost-savings shall be added pursuant to this clause (ix) to the extent duplicative of any expenses or charges relating to such cost-savings that are included in clause (v) above, and (z) the aggregate amount of cost-savings added pursuant to this clause (ix) shall not exceed (A) $3,000,000 in connection with any acquisition of a club and (B) $10,000,000 for any four consecutive quarter period on a Pro Forma Basis; plus

(x)the amount of deferred revenue relating to Membership Deposit Liabilities that was written off in connection with the purchase of ClubCorp, Inc. by Fillmore CCA Holdings, Inc. on December 26, 2006 which, but for such write-off, would have been recognized as revenue in such period; plus

(xi)any costs or expense incurred by Holdings or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with Eligible Equity Proceeds and solely to the extent that such Net Cash Proceeds are excluded from the calculation of the Available Amount; plus

(xii)the amount of expenses relating to payments made to option holders of any direct or indirect parent company of the Borrower or any of its direct or indirect parent companies in connection with, or as a result of, any distribution being made to shareholders of such Person or its direct or indirect parent companies, which payments are being made to compensate such option holders as though they were shareholders at the time of, and entitled to share in, such distribution, in each case to the extent permitted under this Agreement; plus

(xiii)fees and expenses of third parties retained by management of the Borrower in connection with preparing the Borrower to comply with the public filing requirements of the SEC and the Sarbanes-Oxley Act of 2002, as amended, and related rules and regulations, to the extent deducted in computing Consolidated Net Income; plus

(xiv)any state or local property taxes, regulatory expenses or other charges directly resulting from (i) the reorganization Transactions described in the offering memorandum relating to the initial offering of the Senior Notes or (ii) the purchase of ClubCorp, Inc. by Fillmore CCA Holdings, Inc. on December 26, 2006; and

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(b)decreased by (without duplication) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period;

provided that Consolidated EBITDA for the Fiscal Quarter ended on (i) September 7, 2010 shall be deemed to be $37,433,000, (ii) June 15, 2010 shall be deemed to be $41,876,000, (iii) March 23, 2010 shall be deemed to be $26,867,000 and (iv) December 29, 2009 shall be deemed to be $49,684,000.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(a)consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (i) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, other than with respect to Indebtedness borrowed under the Facilities or the Senior Notes, (ii) all commissions, discounts and other fees and charges owed with respect to letters of credit (including Letters of Credit) or bankers acceptances, (iii) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP, (iv) the interest component of Attributable Indebtedness, and (v) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (i) interest expense relating to Membership Deposit Liabilities, (ii) accretion or accrual of discounted liabilities not constituting Indebtedness, (iii) any expense resulting from the discounting of Indebtedness in connection with the application of recapitalization or purchase accounting, (iv) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, and original issue discount with respect to Indebtedness under the Facilities,(v) any expensing of bridge, commitment and other financing fees and (vi) commissions, discounts, yield and other fees and charges (including any interest expense) related to any receivables facility); plus

(b)consolidated capitalized interest (including interest with respect to Attributable Indebtedness as provided in the definition thereof) of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(c)interest income for such period.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that without duplication:

(a)any after-tax effect of extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses, severance, relocation costs and curtailments shall be excluded;

(b)the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period;

(c)any after-tax effect of income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed, abandoned or discontinued operations shall be excluded;

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(d)any after-tax effect of gains or losses (less all fees and expenses relating thereto) attributable to Dispositions other than in the ordinary course of business, as determined in good faith by the management of the Borrower, shall be excluded;

(e)the Net Income for such period of any Person that is not a Subsidiary, or that is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Borrower shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period;

(f)solely for the purpose of calculating the Excess Cash Flow for purposes of clause (c) of the definition of Available Amount, the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the extent the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not, at the date of determination, wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, is otherwise restricted by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived; provided that “Consolidated Net Income” of the Borrower will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) or Cash Equivalents to the Borrower or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein;

(g)effects of adjustments (including the effects of such adjustments pushed down to the Borrower and its Restricted Subsidiaries) in the property and equipment, software and other intangible assets, deferred revenue and debt line items in such Person’s consolidated financial statements pursuant to GAAP resulting from the application of purchase accounting in relation to any consummated acquisition after the Closing Date or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded;

(h)any after-tax effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded;

(i)any impairment charge, asset write-off or write-down, in each case, pursuant to GAAP and the amortization of intangibles arising pursuant to GAAP shall be excluded;

(j)any (A) non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights and (B) income (loss) attributable to deferred compensation plans or trusts shall be excluded;

(k)any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, Disposition, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior to the Closing Date and any such transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such transaction shall be excluded;

(l)accruals and reserves that are established, adjusted or changed as a result of the adoption or modification of accounting policies shall be excluded;

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(m)to the extent covered by insurance and actually reimbursed, expenses with respect to liability or casualty events or business interruption shall be excluded;

(n)any net gain or loss resulting in such period from Hedging Obligations and the application of Financial Accounting Standards Codification No. 815—Derivatives and Hedging shall be excluded; and

(o)any net gain or loss resulting in such period from currency transaction or translation gain or losses related to currency re-measurements (including any net loss or gain resulting from hedge agreements for currency exchange risk) shall be excluded.

“Consolidated Scheduled Funded Debt Payments” means, as of any date for the applicable period ending on such date with respect to Holdings and its Restricted Subsidiaries, the sum of all scheduled payments of principal on Consolidated Total Debt made during such period (including the implied principal component of payments made on Capitalized Leases during such period) as determined in accordance with GAAP.

“Consolidated Senior Secured Debt” means, as of any date of determination, the aggregate principal amount of Consolidated Total Debt (including the aggregate face amount of all drawn and undrawn letters of credit (including Letters of Credit) that collateralize, backstop or otherwise provide credit support therefor) outstanding on such date that is secured by a Lien on any asset or property of any Loan Party or that is collateralized, backstopped or otherwise provided credit support by letters of credit (including Letters of Credit), whether drawn or undrawn.

“Consolidated Total Debt” means, as of any date of determination, (a) the aggregate stated balance sheet amount of Indebtedness of Holdings and its Restricted Subsidiaries outstanding on such date of the types described in clauses (a), (b) (to the extent of any reimbursement obligation that is unpaid), (c), (d), and (f) of the definition of “Indebtedness” at such date of determination and (b) all Indebtedness of the type described in clause (h) of the definition of “Indebtedness” at such date of determination to the extent it relates to the foregoing types of Indebtedness, in each case, as determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with any Permitted Acquisition) minus the lesser of (x) the aggregate amount of unrestricted cash and Cash Equivalents (in each case, free and clear of all Liens other than nonconsensual Liens permitted under Section 7.01 and (y) $75,000,000.

“Consolidated Working Capital” means, as at any date of determination, the excess of Current Assets over Current Liabilities.

“Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period; provided that there shall be excluded the effect of reclassification during such period of current assets to long term assets and current liabilities to long term liabilities, the effect of any Disposition or acquisition during such period, and the application of purchase accounting.

“Continuing Directors” shall mean the directors (or managers) of Holdings on the Closing Date and each other director (or manager), if, in each case, such other directors’ or managers’ nomination for election to the board of directors (or board of managers) of Holdings is endorsed by a majority of the then-Continuing Directors.

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“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” has the meaning specified in the definition of “Affiliate.”

“Control Account” means a Securities Account or Commodity Account that is the subject of an effective Securities Account Control Agreement and that is maintained by any Loan Party with an Approved Securities Intermediary. “Control Account” includes all Financial Assets held in a Securities Account or a Commodity Account and all certificates and instruments, if any, representing or evidencing the Financial Assets contained therein.

“Copyright Security Agreement” means the Copyright Security Agreement among the Borrower, the other grantors named therein and the Administrative Agent, dated as of the Closing Date.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Current Assets” means, at any time, the consolidated current assets (other than cash, deferred income taxes and Cash Equivalents) of Holdings and its Restricted Subsidiaries.

“Current Liabilities” means, at any time, the consolidated current liabilities of Holdings and its Restricted Subsidiaries at such time, but excluding, without duplication, (a) the current portion of any long-term Indebtedness, (b) the current portion of any Capitalized Leases and (c) the current portion of deferred income taxes.

“Debt Issuance” means the issuance or incurrence by Holdings or any Restricted Subsidiary of any Indebtedness of the type specified in clause (a) of the definition of “Indebtedness”.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, examinership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Declining Lender” has the meaning specified in Section 2.05(b)(vii).

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate applicable to Base Rate Loans that are Term Loans plus (c) 2.0% per annum; provided that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case, to the fullest extent permitted by applicable Laws.

“Defaulting Lender” means, at any time, as determined by the Administrative Agent in its sole discretion acting in good faith, a Lender as to which the Administrative Agent has notified the Borrower that (i) such Lender has failed for three or more Business Days to comply with its obligations under this Agreement to make a Term Loan, Revolving Credit Loan, make a payment to the L/C Issuer of a particular Classin respect of an L/C Obligation of such Classand/or make a payment to the Swing Line

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Lender in respect of a Swing Line Loan (each a “Lender Funding Obligation”), (ii) such Lender has notified the Administrative Agent, or has stated publicly, that it will not comply with any such Lender Funding Obligation hereunder, or has defaulted on its Lender Funding Obligations under any other loan agreement or credit agreement or other similar agreement (absent a good faith dispute), (iii) such Lender has, for three or more Business Days, failed to confirm in writing to the Administrative Agent, in response to a written request of the Administrative Agent, that it will comply with its Lender Funding Obligations hereunder, or (iv) a Lender Insolvency Event has occurred and is continuing with respect to such Lender; provided that in the case of each of clauses (i) through (iv) (inclusive) above, neither the reallocation of Lender Funding Obligations provided for in Section 2.16 as a result of a Lender’s being a Defaulting Lender nor the performance by Non-Defaulting Lenders of such reallocated Lender Funding Obligations will by themselves cause the relevant Defaulting Lender to become a Non-Defaulting Lender). The Administrative Agent will promptly send to all parties hereto a copy of any notice to the Borrower provided for in this definition.

“Deposit Account” has the meaning given to such term in the UCC.

“Deposit Account Bank” means a financial institution selected or approved by the Administrative Agent.

“Deposit Account Control Agreement” has the meaning specified in the Guaranty and Security Agreement.

“Disposition” or “Dispose” means the sale, transfer, license, Lease or other disposition of any property by any Person (including any Sale and Leaseback Transaction and any sale of Equity Interests, but excluding any issuance by such Person of its own Equity Interests), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Equity Interests” means any Equity Interest which, by its terms (or by the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for the scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date of the Term B Loan Facility.

“Dollar” and “$” mean lawful money of the United States.

“Domestic Subsidiary” means any Subsidiary of Holdings that is organized under the laws of the United States, any state thereof or the District of Columbia.

“Dormant Subsidiary” means each Non-Recourse Subsidiary listed on Schedule 6.17 on the Second Amendment Effective Date; provided that to the extent the Borrower elects to convert any such “Dormant Subsidiary” to a Restricted Subsidiary pursuant to Section 6.17, it shall cease to be a “Dormant Subsidiary”.

“DPO Agreement” means that certain letter agreement, dated as of November 9, 2010, among Citigroup Global Markets Realty Corp., Citicorp North America, Inc. and the “Borrower Parties” named therein.

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“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; (d) an Affiliated Lender to the extent permitted under Section 10.07(i); and (e) any other Person (other than a natural person) approved by (i) the Administrative Agent, (ii) in the case of any assignment of a Tranche ARevolving Credit Commitment, the Tranche A L/C Issuer, (iii) in the case of any assignment of a Tranche B Revolving Credit Commitment, the Tranche BL/C Issuer and the Swing Line Lender ,and (iiiiv) in the case of any assignment of a Revolving Credit Commitment of any Class, unless a Default or Event of Default has occurred and is continuing under Section 8.01(a), Section 8.01(f) or Section 8.01(g) or would result therefrom, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that under no circumstances shall Holdings or any of its Subsidiaries (including Unrestricted Subsidiaries) or any of their respective Affiliates be an Eligible Assignee.

“Eligible Equity Proceeds” means the Net Cash Proceeds received by Holdings or any direct or indirect parent thereof from any sale or issuance of any Equity Interests (other than Disqualified Equity Interests) or from any capital contributions in respect of Equity Interests (other than Disqualified Equity Interests) to the extent such Net Cash Proceeds or capital contributions are directly or indirectly contributed to, and actually received by, the Borrower as cash common equity (or, if only a portion thereof is so contributed and received, to the extent of such portion).

“Entitlement Holder” has the meaning given to such term in the UCC.

“Entitlement Order” has the meaning given to such term in the UCC.

“Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil and subsurface strata, and natural resources, such as wetlands, flora and fauna.

“Environmental Laws” means the common law and any and all applicable federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements, governmental restrictions or other legal requirements relating to pollution, the protection of the Environment or of public health (to the extent relating to exposure to Hazardous Materials) or the management, storage, treatment, transport, distribution or Release of any Hazardous Materials.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Holdings or any Restricted Subsidiary arising from, resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or Release of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Contribution” means investments in the form of cash common equity directly or indirectly in Holdings (or any parent company thereof) by the Sponsor that are contributed to the Borrower, together with the proceeds of the Resort Spin-Off received by the Borrower (or a Subsidiary Guarantor), in an aggregate amount that is not less than $425,000,000.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit

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interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities).

“Equity Issuance” means any issuance by any Person to any other Person that is not a Loan Party of (a) its Equity Interests, (b) any of its Equity Interests pursuant to the exercise of options or warrants, (c) any of its Equity Interests pursuant to the conversion of any debt securities to equity or (d) any options or warrants relating to its Equity Interests. A Disposition of Equity Interests shall not be deemed to be an “Equity Issuance”.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code solely for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) the incurrence by the Borrower or any ERISA Affiliate of any liability with respect to a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due, upon the Borrower or any ERISA Affiliate or (g) with respect to a Pension Plan, the failure to satisfy the minimum funding standard of Section 412 of the Code and Section 302 of ERISA, whether or not waived, or the failure to make any contribution to a Multiemployer Plan.

“Eurodollar Rate” means, for any Interest Period with respect to any Eurodollar Rate Loan, the greater of: (a) (i) 1.50% with respect to Tranche ARevolving Credit Loans or (ii) with respect to Term B Loans, (A) for any period occurring prior to the Second Amendment Effective Date, 1.25% and (B) on and after the Second Amendment Effective Date, 1.00% and (b) (i) the rate per annum equal to the rate appearing on Reuters Page LIBOR01 (or any successor or substitute page of such Reuters service, or if the Reuters service ceases to be available, any successor to or substitute for such service providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time in consultation with the Borrower, for purposes of providing quotations of interest rates applicable to deposits in Dollars in the London interbank market) for delivery on the first day of such Interest Period with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period, or (ii) if the rate referenced in the preceding clause (i) is not available, the rate per annum determined by the Administrative Agent as the rate of interest at which deposits in Dollars for delivery on the first day of such Interest Period in immediately available funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by the Administrative Agent and with a term equivalent to such Interest Period would be offered by the Administrative Agent’s London branch to

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major banks in the London interbank eurodollar market at their request at approximately 4:00 p.m. (London time) two (2) Business Days prior to the first day of such Interest Period.

“Eurodollar Rate Loan” means a Loan that bears interest at a rate based on the Eurodollar Rate.

“Event of Default” has the meaning specified in Section 8.01.

“Excess Cash Flow” means, with respect to any Fiscal Year of the Borrower on a consolidated basis, an amount equal to

(a)the sum, without duplication, of (i) Consolidated EBITDA for such period and the Consolidated Working Capital Adjustment for such period, minus

(b)the sum, without duplication, of:

(i)Capital Expenditures (to the extent not financed by the incurrence of Indebtedness or an Equity Issuance) made by Holdings or any Restricted Subsidiary during such period;

(ii)cash payments made by Holdings or any Restricted Subsidiary to satisfy tax obligations during such period;

(iii)cash interest expense of Holdings or any Restricted Subsidiary during such period;

(iv)Consolidated Scheduled Funded Debt Payments of Holdings and its Restricted Subsidiaries (including the amount of any mandatory prepayment of Term Loans pursuant to Section 2.05(b)(ii) but excluding (A) all other prepayments of Term Loans and (B) all prepayments of Revolving Credit Loans and Swing Line Loans, except to the extent there is an equivalent permanent reduction in commitments thereunder, except in each case to the extent such prepayments are financed with the proceeds of Debt Issuances (excluding the Revolving Credit Facility and any revolving lines of credit) or Equity Issuances;

(v)cash payments by Holdings and its Restricted Subsidiaries during such period in respect of long-term liabilities (other than Indebtedness) to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated EBITDA, except to the extent financed with the proceeds of Debt Issuances (excluding the Revolving Credit Facility and any revolving lines of credit) or Equity Issuances; and

(vi)Investments (including Permitted Acquisitions) paid in cash by Holdings or any Restricted Subsidiary during such period to the extent permitted by Section 7.02, except to the extent financed with the proceeds of Debt Issuances or Equity Issuances.

“Excluded Assets” means, collectively:

(a)any property or assets (including, without limitation, Liquor Licenses and other Permits, but excluding property and assets described in clause (b) of this definition of “Excluded Assets”) held by, or any contract entered into by, any Loan Party (other than contractual requirements entered into

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by a Loan Party to avoid guaranteeing or securing the Obligations) (i) that prohibits, or requires the consent, approval, license or authorization of any Person other than Holdings and its Affiliates as a condition to the creation by such Loan Party of a Lien on any right, title or interest in such property, asset, or contract or (ii) to the extent that any Law applicable thereto prohibits the creation of a Lien thereon, but only, with respect to the prohibitions in the foregoing sub clauses (i) and (ii), to the extent that, and for as long as, such prohibition or other applicable requirement is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Law and so long as such negative pledge is otherwise permitted under Section 7.09;

(b)Equity Interests (i) constituting margin stock, (ii) in (A) any Subsidiary that is not a wholly-owned Subsidiary or (B) a Joint Venture, in each case, that is in existence on the Closing Date, if the granting of a security interest in such Equity Interests would (x) be prohibited by organizational or governance documents of such Subsidiary or Joint Venture, (y) require consents from any Person other than Holdings and its Affiliates and such consent has not been obtained, or (z) would trigger a termination pursuant to any “change of control” or similar provision in such documents, or (iii) that are voting Equity Interests in any Restricted Subsidiary described in clause (c) of the definition of Excluded Subsidiary in excess of 66% (or in the case of Promociones Turísticas Profesionales, S.A. de C.V., CG Inversiones, S.A. de C.V. and CCG Club de Golf, S.A. de C.V., 65%) of the voting Equity Interests in such Restricted Subsidiary;

(c)any intellectual property to the extent that the attachment of the security interest thereto, or any assignment thereof, would result in the forfeiture, invalidation or unenforceability of the grantors’ rights in such property including, without limitation, any license pursuant to which grantor is licensee under terms which prohibit the granting of a security interest or under which granting such an interest would give rise to a breach or default by grantor, any Trademark (as defined in the Guaranty and Security Agreement) applications filed in the USPTO on the basis of such grantor’s “intent-to-use” such Trademark, unless and until acceptable evidence of use of such Trademark has been filed with the USPTO pursuant to Section 1(c) or Section 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability or validity of such Trademark application; and

(d)assets and property set forth on Schedule 7.05(m); provided that if such assets and property have not been Disposed of by the date that is 90 days after the Closing Date (as such date may be extended by the Administrative Agent in its sole discretion), the Restricted Subsidiaries owning such assets and property shall comply with the requirements of Section 6.12 with respect to such assets and property until the time of their Disposition pursuant to Section 7.05(m).

Notwithstanding the foregoing, “Excluded Assets” shall not include any proceeds, products, substitutions or replacements of “Excluded Assets” unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Assets.

“Excluded Perfection Assets” means (a) any real property or real property interests (including leasehold interests) other than Material Real Property; (b) motor vehicles and other assets subject to certificates or title; (c) letter-of-credit rights (except to the extent constituting a supporting obligation for other Collateral as to which perfection of the security interest in such other Collateral is accomplished solely by the filing of a UCC financing statement); and (d) assets or property with respect to which, in the reasonable judgment of the Administrative Agent, the cost or other consequences of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

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“Excluded Subsidiary” means (a) each Subsidiary listed on Schedule III; (b) any Subsidiary (other than any wholly-owned Subsidiary) in existence on the Closing Date that is prohibited by contractual requirements (other than contractual requirements entered into by such Subsidiary to avoid guaranteeing the Obligations) or applicable Law from guaranteeing the Obligations, in each case, for so long as such contractual requirements or applicable Law prevent the guarantee of the Obligations; (c) (i) any Foreign Subsidiary, (ii) any Domestic Subsidiary that is treated as a disregarded entity for U.S. federal income tax purposes and that has substantially no assets other than the Equity Interests of one or more Foreign Subsidiaries that are controlled foreign corporations within the meaning of Section 957 of the Code (“CFC”) or (iii) any Subsidiary for which the grant of a security interest in its property would reasonably be expected to cause material and adverse tax consequences to Holdings and its Restricted Subsidiaries; and (d) any Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent, the cost or other consequences of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal or unenforceable under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guaranty of such Guarantor or the grant of such Lien becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranty or Lien is or becomes illegal or unenforceable.

“Excluded Taxes” means, with respect to any Agent, any Lender (including any L/C Issuer) or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document,

(a)(a)    any Taxes imposed on or measured by its overall net income (however denominated) Taxes imposed on it in lieu of net income taxes by a jurisdiction as a result of such recipient being organized or resident in, maintaining a Lending Office in, doing business in or having another present or former connection with, such jurisdiction (other than a business or connection deemed to arise solely by virtue of the Loan Documents or any of the transactions contemplated thereby);

(b)(b)    any United States federal withholding tax that is imposed pursuant to any Law in effect at the time such recipient becomes a party to this Agreement, except to the extent such Lender’s assignor (if any) was entitled, immediately prior to the assignment to payments in respect of United States federal withholding tax under Section 3.01(a) or (c);

(c)(c)    any Taxes attributable to a recipient’s failure or comply with Section 10.15(a) or (b); or

(d)(d)    any United States federal withholding taxes under current Sections 1471 through 1474 of the Code, or any amended version or successor provision that is substantively comparable thereto, and, in each case, any regulations promulgated thereunder and any interpretation or other guidance issued in connection therewith.

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“Existing Indebtedness” means the indebtedness of (i) Clubcorp Mortgage Borrower, LLC, Fillmore BC REIT Mortgage, LLC and Fillmore Homestead REIT Mortgage, LLC pursuant to that certain Loan Agreement, dated as of December 26, 2006, with Citigroup Global Markets Realty Corp. and (ii) Clubcorp Mezzanine Borrower, LLC, Fillmore BC REIT Mezzanine, LLC, Fillmore Homestead REIT Mezzanine, LLC pursuant to that certain Mezzanine Loan and Revolving Credit Facility, dated as of December 26, 2006, with Citigroup Global Markets Realty Corp.

“Existing Revolving Credit Commitments” means the aggregate outstanding amount of (a) the Revolving Credit Commitments in effect as of the Second Amendment Effective Date and (b) any subsequent reductions or terminations of such Revolving Credit Commitments pursuant to Section 2.06(a).

“Facility” means the Term Loan Facility, the Tranche A Revolving Credit Facility, the Tranche BRevolving Credit Facility, the Swing Line Sublimit or the, the Tranche A Letter of Credit Sublimit or the Tranche B Letter of Credit Sublimit, as the context may require.

“Fair Market Value” means, with respect to any asset or group of assets at any date, the value of the consideration obtainable in a sale of such asset at such date assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, as determined in good faith by (a) the Borrower’s management, if the value of such asset or group of assets is less than or equal to $5,000,000, (b) the Board of Directors of the Borrower if the value of such asset or group of assets is more than $5,000,000 or (c) if such asset or group of assets shall have been the subject of a relatively contemporaneous appraisal by an independent third party appraiser, the basic assumptions underlying which have not materially changed since its date, the value set forth in such appraisal.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to the Administrative Agent on such day on such transactions as determined by the Administrative Agent.

“Fee Letter” means any letter agreement from time to time in effect between any Agent and any Loan Party with respect to certain fees to be paid from time to time to such Agent in respect of the Facilities, together with such other terms and conditions in respect of the Facilities as may be agreed between the applicable Agent and such Loan Party or Loan Parties.

“Financial Asset” has the meaning given to such term in the UCC.

“Fiscal Quarter” means each of the following periods:  (i) The first (1st) through the third (3rd) Accounting Periods (inclusive) of any Fiscal Year; (ii) the fourth (4th) through the sixth (6th) Accounting Periods (inclusive) of any Fiscal Year; (ii) the seventh (7th) through the ninth (9th) Accounting Periods (inclusive) of any Fiscal Year; and (iv) the tenth (10th) through the thirteenth (13th) Accounting Periods (inclusive) of any Fiscal Year, with the exception of Fiscal Year 2013 which will include the tenth (10^th) through the fourteenth (14^th) Accounting Periods (inclusive).

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“Fiscal Year” means the period of time commencing upon the first day of the first Accounting Period during any calendar year and ending on the last day of the last Accounting Period of such calendar year.

“Foreign Plan” means any employee pension benefit plan (other than a governmental plan or arrangement) which is maintained or contributed to by any Restricted Subsidiary primarily for their employees employed outside the United States and is subject to any Laws requiring contributions or other funding of benefits under such plan, including, without limitation, upon any termination, wind up or withdrawal with respect to such plan.

“Foreign Subsidiary” means any Subsidiary of Holdings that is not a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Granting Lender” has the meaning specified in Section 10.07(g).

“Ground Lease” means each ground Lease, in existence on the Closing Date, listed on Schedule IV.

“Guarantee” means, as to any Person, without duplication, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or Lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided that the term

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“Guarantee” shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantors” means, collectively, (a) Holdings and each of its Subsidiaries listed on Schedule V that, as of the Closing Date, shall have Guaranteed the Obligations of the Borrower pursuant to the Guaranty and Security Agreement and (b) each other Restricted Subsidiary of Holdings that shall be required to become a Guarantor pursuant to Section 6.12.

“Guaranty and Security Agreement” means the Guaranty and Security Agreement made by the Guarantors in favor of the Secured Parties, substantially in the form of Exhibit F, together with each supplement or joinder thereto in respect of the Obligations of the Borrower delivered pursuant to Section 6.12.

“Hazardous Materials” means all substances, materials, wastes, chemicals, pollutants, contaminants, constituents or compounds, in any form, regulated, or which can give rise to liability, under any Environmental Law, including petroleum or petroleum distillates, asbestos or asbestos-containing materials and polychlorinated biphenyls.

“Hedge Bank” means the counterparty to any Loan Party under a Secured Hedge Agreement.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under any interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency risks either generally or under specific contingencies, in each case, to the extent permitted pursuant to Section 7.03(h).

“Holdings” has the meaning specified in the introductory paragraph to this Agreement.

“Honor Date” has the meaning specified in Section 2.03(c)(i).

“IFRS” means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

“Increased Amount Date” has the meaning specified in Section 2.14(a).

“Increased Revolving Credit Commitments” has the meaning specified in Section 2.14(a).

“Incremental Commitments” has the meaning specified in Section 2.14(a).

“Incremental Revolving Credit Commitments” has the meaning specified in Section 2.14(a).

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all

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obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) the maximum amount of all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person; (c) net obligations of such Person under any Swap Contract (it being understood that the amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date); (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business that are not overdue and liabilities associated with customer prepayments and deposits); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) all Attributable Indebtedness; (g) all obligations of such Person in respect of Disqualified Equity Interests; and (h) all Guarantees of such Person in respect of any of the foregoing.

“Indemnified Liabilities” has the meaning specified in Section 10.05.

“Indemnitees” has the meaning specified in Section 10.05.

“Information” has the meaning specified in Section 10.08.

“Intellectual Property Security Agreement” means, collectively, the Patent Security Agreement, the Trademark Security Agreement and the Copyright Security Agreement, substantially in the forms attached to the Guaranty and Security Agreement together with each other intellectual property security agreement executed and delivered pursuant to Section 6.12 or the Guaranty and Security Agreement.

“Interest Coverage Ratio” means, as of the end of any Fiscal Quarter of the Borrower for the Test Period ending on such date, the ratio of (a) Consolidated EBITDA for such Test Period to (b) Consolidated Interest Expense for such Test Period.

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made.

“Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, or with the consent of all relevant Lenders, twelve months thereafter, as selected by the Borrower in its Committed Loan Notice; provided that:

(a)(a)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the immediately preceding Business Day;

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(b)(b)    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period;

(c)(c)    no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made; and

(d)(d)    any Interest Period that begins on the Second Amendment Effective Date shall be deemed to end on September 30, 2013; provided that for purposes of determining the Eurodollar Rate for such Interest Period, such Interest Period shall be deemed to end two months after the Second Amendment Effective Date.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor incurs debt of the type referred to in clause (h) of the definition of “Indebtedness” set forth in this Section 1.01 in respect of such Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, less any Returns in respect of such Investment. For purposes of this definition, in the case of intercompany Investments resulting from cash management and concentration among Holdings and its Subsidiaries in the ordinary course of business consistent with past practice, the aggregate amount of such Investment made at any time by the Loan Parties in other Subsidiaries that are not Loan Parties shall be deemed to be the aggregate amount owed to the Loan Parties by such other Subsidiaries less the aggregate amount owed by the Loan Parties to such other Subsidiaries.

“IP Rights” has the meaning specified in Section 5.14.

“IRS” means the United States Internal Revenue Service.

“Joinder Agreement” means an agreement substantially in the form of Exhibit G or another agreement in form and substance reasonably acceptable to the Administrative Agent.

“Joint Venture” means any Person in whom any Restricted Subsidiary beneficially owns any Equity Interest that is not a Subsidiary.

“Jurisdictional Requirements” has the meaning specified in Section 7.04(a).

“KSL” means KSL Capital Partners II GP, LLC.

“KSL Investment Vehicle” means any investment vehicle Controlled by or under common Control with KSL or its Affiliates.

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“L/C Advance” means, with respect to each Revolving Credit Lender of a particular Class, such Lender’s funding of its participation in any L/C Borrowing of the same Classin accordance with its Pro Rata Share.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit of a particular Classwhich has not been reimbursed on the date when made or refinanced as a Revolving Credit Borrowing of such Class.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“L/C Issuer” means Citicorp North America, Inc., in its capacity as issuer of Letters of Credit hereunder andeach otherRevolving Credit Lender reasonably acceptable to the Administrative Agent (such consent not to be unreasonably withheld or delayed) that has entered into an agreement (in form and substance satisfactory to the Administrative Agent and the Borrower) with the Administrative Agent to be bound by the terms applicable to an issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.the Tranche A L/C Issuer or the Tranche B L/C Issuer, as applicable.

“L/C Obligations” means , as at any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including, without duplication, all L/C Borrowings.the Tranche A L/C Obligations or the Tranche B L/C Obligations, as applicable.

“Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Term Loan or any New Term Commitment.

“Laws” means, collectively, all applicable international, foreign, Federal, state, commonwealth and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“Lease” means any lease, license, letting, concession, occupancy agreement, or sublease to which any Restricted Subsidiary is granted a possessory interest in, or right to use or occupy all or any portion of any space in any real or personal property, and every modification or amendment thereof, excluding (i) short-term agreements in the ordinary course of business pursuant to which hotel rooms and facilities are made available to individual hotel guests and other customers and guests and (ii) Liquor License Arrangements.

“Lender” has the meaning specified in the introductory paragraph to this Agreement and, as the context requires, includes theeach L/C Issuer and the Swing Line Lender.

“Lender Funding Obligation” has the meaning specified in the definition of “Defaulting Lender.”

“Lender Insolvency Event” means that (i) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) such Lender or its

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Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Revolving Credit Lender or its Parent Company, or such Revolving Credit Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment; provided that a Lender-Insolvency Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interest in any Revolving Credit Lender or its Parent Company by a Governmental Authority or an instrumentality thereof.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter Agreement” means that certain letter agreement, dated November 9, 2010, among Citigroup Global Markets Inc., the “Company Parties” named therein and KSL Capital Partners Management II, LLC.

“Letter of Credit” means any letter of credit issued hereunder.a Tranche A Letter of Credit may be a commercial letter of credit (if available to be issued by the applicable L/C Issuer) or a standby letter of creditor a Tranche B Letter of Credit, as applicable.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit substantially in the form from time to time in use by the applicableL/C Issuer.

“Letter of Credit Expiration Date” means, with respect to Letters of Credit issued under any Revolving Credit Facility,the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for thesuch Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Sublimit” means $30,000,000. Thethe Tranche A Letter of Credit Sublimit is part of, and not in addition to, the Revolving Credit Facilityor the Tranche B Letter of Credit Sublimit, as the context requires.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capitalized Lease having substantially the same economic effect as any of the foregoing).

“Liquor License Arrangement” means any license, concession or other agreement or arrangement by which any Person that holds a Liquor License is afforded one or more rights with respect to any one or more of properties in connection with the provision of alcohol thereon.

“Liquor Licenses” means collectively, the licenses set forth on Schedule 5.03(b) and each other license issued by a state or local agency.

“Loan” means an extension of credit by a Lender (x) to the Borrower in the form of a Term Loan or a New Term Loan and (y) to the Borrower in the form of a Revolving Credit Loan, a New Revolving Loan or a Swing Line Loan.

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“Loan Documents” means, collectively, this Agreement, the Notes, the Guaranty and Security Agreement, any Fee Letter, the DPO Agreement, the Letter Agreement, the other Collateral Documents and each Letter of Credit Application.

“Loan Parties” means, collectively, Holdings, the Borrower and each Subsidiary Guarantor.

“Management Agreement” means that certain investment management agreement dated as of December 26, 2006 among KSL Advisors, LLC, Fillmore CCA Holdings I, LLC, Fillmore CCA Holdings, Inc. and Clubcorp, Inc., as in effect on the Closing Date and as such investment management agreement may be amended, modified, supplemented, restated, replaced or substituted so long as such amendment, modification, supplement, restatement, replacement or substitution is in a manner not materially disadvantageous to the Lenders, when taken as a whole, as compared to the Management Agreement in effect on the Closing Date, as determined in the good faith judgment of a majority of the disinterested members of the board of directors of the Borrower.

“Material Adverse Effect” means (a) a material adverse effect on the business, operations, assets or financial condition of Holdings and its Restricted Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to pay the Obligations under any Loan Document or (c) a material adverse effect on the rights and remedies of the Lenders, taken as a whole, under the Loan Documents.

“Material Agreement” means each Contractual Obligation or series of related Contractual Obligations (other than (x) any Contractual Obligation that ceases to be in effect with respect to Holdings and its Restricted Subsidiaries after giving effect to, and concurrently with, the Transactions and (y) that certain Procurement Services Agreement between Avendra, LLC and Clubcorp, Inc., dated as of January 1, 2007, to the extent that such agreement terminates in accordance with its own terms, except due to a breach by Holdings or a Restricted Subsidiary) that (a) relates to the ownership, management, development, use, operation, leasing, maintenance, repair or improvement of any of the Material Real Properties, or otherwise imposes obligations on Holdings or any of its Restricted Subsidiary (including Leases and Ground Leases), under which Holdings or any of its Restricted Subsidiary pays, performs or otherwise provides consideration in an aggregate amount that exceeds $2,500,000 in any Fiscal Year and (b) pursuant to which Holdings or any of its Restricted Subsidiaries manages any golf club or non-golf club (i.e., business and sporting club) business for which Holdings or such Restricted Subsidiary or its Affiliates receive $2,500,000 or more in gross aggregate consideration in any Fiscal Year.

“Material Indebtedness” means Indebtedness of Holdings or any Restricted Subsidiary having (a) an outstanding aggregate principal amount or (b) outstanding commitments, in either case, in an amount of $25,000,000 or more.

“Material Intellectual Property” means all registrations or pending applications for registration with the US Patent and Trademark Office for any trademarks or service marks that are material to the operation of the business of Holdings and its Restricted Subsidiaries, taken as a whole.

“Material Lease” means (i) the Ground Leases and (ii) any Lease of real property that constitutes Material Real Property.

“Material Real Property” means (a) the real property described in clause (a) of the definition of Mortgaged Property and (b) fee owned real property and Leases of real property located in the United States with a Fair Market Value (or, if agreed to by the Administrative Agent in its sole discretion, a tax-assessed value) equal to or greater than $1,500,000.

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“Maturity Date” means (a) with respect to the Tranche ARevolving Credit Facility, the date that is five (5) years after the Closing Dateand, (b) with respect to the Tranche B Revolving Credit Facility, the date that is five (5) years after the Third Amendment Effective Date and (c) with respect to the Term B Loan Facility, the date that is seven (7) years after the Second Amendment Effective Date; provided that, the reference to Maturity Date with respect to Revolving Credit Commitments and Revolving CreditLoans of a particular Classwhose maturity has been extended pursuant to Section 2.15 shall be the Revolving Maturity Date of such Class of Revolving Credit Loans; providedfurther that, if, on the date that is 91 days before the maturity date of the Senior Notes (without giving effect to Section 1.05) or any Permitted Refinancing of the Senior Notes that matures earlier than 91 days after the seventh anniversary of the Second Amendment Effective Date, more than $75,000,000 of Indebtedness in the aggregate remains outstanding under the Senior Notes (without giving effect to Section 1.05) or any Permitted Refinancing of the Senior Notes, as applicable, the “Maturity Date” shall mean, solely with respect to the Term B Loan Facility, the date that is 91 days before the maturity date of the Senior Notes (without giving effect to Section 1.05) or such Permitted Refinancing, as applicable.

“Maximum Rate” has the meaning specified in Section 10.10.

“Membership Deposit Liabilities” means those amounts paid to any Subsidiary by any club member that such Subsidiary is obligated to refund to such member in accordance with the applicable club membership agreement.

“Membership Report” means, during the applicable period, a membership report for such period (together with year-to-date summaries of such information) showing (i) the number of memberships sold, (ii) the revenues (gross and net) from the sale of such memberships and (iii) the amount of such revenues that are Membership Deposit Liabilities and refundable in future years and the date of eligibility for such refund. For purposes of the Company Materials described in Section 6.02, no “Membership Report” shall be suitable for Public Lenders and shall be suitable only for posting on a portion of the Platform designated “Private Investor”.

“MNPI” has the meaning specified in Section 10.07(i)(A).

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Mortgage” means, collectively, the deeds of trust, deeds of mortgage, trust deeds or mortgages, as applicable, made by any Loan Party in favor or for the benefit of the Administrative Agent on behalf of the Secured Parties in respect of Material Real Property in form and substance reasonably acceptable to the Administrative Agent executed and delivered pursuant to Section 6.12.

“Mortgage Requirement” means, with respect to any Material Real Property owned by any Loan Party, (a) provision of (i) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a first priority Lien on the Material Real Property described therein, subject only to Permitted Prior Liens, and free of other Liens except Liens that are junior in priority to the Lien of the Administrative Agent secured by such Mortgage that are otherwise permitted pursuant to Section 7.01 and (ii) a Mortgage executed by any Loan Party in recordable form and otherwise in form and substance reasonably acceptable to the Administrative Agent; (b) recording of such Mortgage in the land records of the county in which such Material Real Property to be so encumbered is located; (c) acquisition of standard flood hazard determinations for such Material Real Property, and if such Material Real Property is determined to be in a special flood zone, delivery of evidence of flood insurance in compliance with the requirements of the National Flood Insurance Program; (d) a local counsel opinion as to the enforceability of such Mortgage in the state in which the

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Material Real Property described in such Mortgage is located in form and substance reasonably acceptable to the Administrative Agent; and (e) a title survey in form and substance reasonably satisfactory to the Administrative Agent for each Material Real Property and, with respect to Material Real Property acquired after the Closing Date, certified to the Borrower or the applicable Restricted Subsidiary, the title company issuing the title insurance policy, the Administrative Agent and their respective successors and assigns.

“Mortgaged Property” means (a) on the Closing Date, the real property of the Loan Parties subject to a Mortgage that is set forth on Schedule 4.01(a)(v) and (b) thereafter, each other Material Real Property of any Loan Party that becomes subject to a Mortgage pursuant to Section 6.12.

“Multiemployer Plan” means any employee benefit plan of the type described in Section4001(a)(3) of ERISA, to which Holdings or a Restricted Subsidiary or any of its ERISA Affiliates has any obligation or liability, contingent or otherwise.

“Net Cash Proceeds” means:

(a)with respect to any Disposition or any Casualty Event, in each case, by any Person (other than a Non-Prepayment Unrestricted Subsidiary), the difference, if any, of:

(xv)the sum of cash and Cash Equivalents received in connection with such Disposition or Casualty Event; provided that (A) to the extent included in the calculation of Excess Cash Flow for the applicable period, business interruption insurance proceeds or similar payments shall be excluded, (B) any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise shall be included, but only as and when so received and (C) with respect to any Casualty Event, any insurance proceeds or condemnation awards in respect of such Casualty Event actually received by or paid to or for the account of any Loan Party; minus

(xvi)the sum of (A) the principal amount, together with any applicable premium, penalty, interest and breakage costs, of any Indebtedness (other than the Obligations) that is secured by the assets being Disposed of or with respect to which such Casualty Event has occurred, in each case, to the extent that (x) with respect to Holdings or any Restricted Subsidiary, such Indebtedness and such Lien are permitted pursuant to Sections 7.03 and 7.01, respectively and (y) such Indebtedness is required by its terms to be repaid in connection with such Disposition or Casualty Event, (B) the reasonable out-of-pocket expenses (including, without limitation, attorneys’ fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees) actually incurred by such Person in connection with such Disposition or Casualty Event, (C) taxes (or distributions for taxes) paid or reasonably estimated to be payable in connection therewith by such Person and attributable to such Disposition or Casualty Event (including, in respect of any proceeds received in connection with a Disposition or Casualty Event of any asset of any Foreign Subsidiary, deductions in respect of withholding taxes that are payable in cash if such funds are repatriated to the United States); (D) any reasonably estimated reserve for adjustment in respect of (1) the sale price of such asset or assets established in accordance with GAAP and (2) any liabilities associated with such asset or assets and retained by any Person after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such

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transaction, and it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents (i) received upon the Disposition of any non-cash consideration received by any Subsidiary that is not a Non-Prepayment Unrestricted Subsidiary in respect of any such Disposition or Casualty Event and (ii) upon the reversal (without the satisfaction of any applicable liabilities in cash in a corresponding amount) of any reserve described in clause (D) above or, if such liabilities have not been satisfied in cash and such reserve not reversed within one hundred and eighty (180) days after such Disposition or Casualty Event, the amount of such reserve.

Notwithstanding the foregoing, for purposes of this clause (a), (i) proceeds from Dispositions permitted under clauses (a), (b), (c), (d), (e), (g) or (k) of Section 7.05 (or, in the case of a Prepayment Unrestricted Subsidiary, Dispositions of the type that would be permitted by such clauses if otherwise applicable thereto) shall not be included in the calculation of Net Cash Proceeds and (ii) (x) no proceeds realized by Holdings and its Restricted Subsidiaries in a single transaction or series of related transactions shall constitute Net Cash Proceeds unless such proceeds shall exceed $2,500,000 in the aggregate and (y) no proceeds realized by Holdings and its Restricted Subsidiaries shall constitute Net Cash Proceeds in any Fiscal Year of the Borrower until the aggregate amount of all such proceeds in such Fiscal Year shall exceed $5,000,000 (and thereafter only proceeds in excess of such amount shall constitute Net Cash Proceeds under this clause (a)); provided that the exclusions to Net Cash Proceeds under clause (ii) above shall not be applicable to proceeds realized by any Prepayment Unrestricted Subsidiary.

(b)with respect to Equity Issuance by any Person (other than a Non-Prepayment Unrestricted Subsidiary), the excess of (i) the sum of the cash and Cash Equivalents received in connection with such Equity Issuance over (ii) all taxes and reasonable fees (including investment banking fees, underwriting discounts, commissions, costs and other reasonable out-of-pocket expenses (including attorneys’ fees) and other customary expenses) incurred by such Person in connection with such Equity Issuance; and

(c)with respect to the incurrence or issuance of any Indebtedness by any Person (other than a Non-Prepayment Unrestricted Subsidiary), the excess, if any, of (i) the sum of the cash received in connection with such incurrence or issuance over (ii) the reasonable investment banking fees, underwriting discounts, commissions, costs and other reasonable out-of-pocket expenses (including attorneys’ fees) and other customary expenses, incurred by such Person in connection with such incurrence or issuance (including, in the case of Indebtedness of any Foreign Subsidiary, deductions in respect of withholding taxes that are payable in cash if such funds are repatriated to the United States).

“Net Income” means, with respect to any Person, the net income (or loss) of such Person, determined in accordance with GAAP.

“New Revolving Credit Commitments” has the meaning specified in Section 2.14(a).

“New Revolving Credit Lender” has the meaning specified in Section 2.14(a).

“New Revolving Loan” means any loan made to the Borrower by a New Revolving Credit Lenders pursuant to its New Revolving Credit Commitment.

“New Term Borrowing” means a borrowing consisting of simultaneous New Term Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the New Term Lenders pursuant to Section 2.14.

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“New Term Commitments” has the meaning specified in Section 2.14(a).

“New Term Lender” has the meaning specified in Section 2.14(a).

“New Term Loans” has the meaning specified in Section 2.14(d).

“New Term Note” means, for each Class of New Term Loans, a promissory note in substantially the form of Exhibit C-1 with, subject to Section 2.14, such changes as shall be agreed to by the Borrower and the New Term Lenders providing such Class of New Term Loans and reasonably satisfactory to Administrative Agent, as it may be amended, restated, supplemented or otherwise modified from time to time.

“Non-Consenting Lender” has the meaning specified in Section 3.07(d).

“Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender.

“Non-Excluded Taxes” means any Taxes other than Excluded Taxes.

“Non-Prepayment Unrestricted Subsidiary” means an Unrestricted Subsidiary, formed after the Closing Date, that owns no assets or property that were owned by Holdings or its Subsidiaries on the Closing Date (and with respect to Equity Interests owned by it, the issuer of such Equity Interests was not in existence on the Closing Date).

“Non-Recourse Indebtedness” means Indebtedness or that portion of Indebtedness as to which neither Holdings nor its Recourse Subsidiaries (A) provide credit support (including any undertaking, agreement or instrument which would constitute Indebtedness), (B) is directly or indirectly liable or (C) constitute the lender or purchaser.

“Non-Recourse Subsidiary” means any Subsidiary of Holdings that (a) has no Indebtedness other than Non-Recourse Indebtedness; (b) is not party to any agreement, contract, arrangement or understanding with Holdings or any Recourse Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Holdings or such Recourse Subsidiary than those that might be obtained at the time such transaction is entered into from Persons who are not Affiliates of Holdings; it being understood that agreements, contracts, arrangements or understandings that apply generally to Holdings and its Subsidiaries on a company-wide basis, and that are no more favorable to the Unrestricted Subsidiaries than to Restricted Subsidiaries, shall not, in and of themselves, disqualify a Subsidiary from being a “Non-Recourse Subsidiary”; (c) is a Person with respect to which neither the Holdings nor any of the Recourse Subsidiaries has any direct or indirect obligation to (i) subscribe for additional Equity Interests or warrants, options or other rights to acquire Equity Interests or (ii) maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and (d) does not guarantee or otherwise provide credit support after the time of such designation for any Indebtedness of Holdings or any of its Recourse Subsidiaries. If, at any time, any Non-Recourse Subsidiary would fail to meet the foregoing requirements as a Non-Recourse Subsidiary, it shall thereafter cease to be a Non-Recourse Subsidiary for purposes of this Agreement.

“Nonrenewal Notice Date” has the meaning specified in Section 2.03(b)(iii).

“Non-US Lender” has the meaning specified in Section 10.15(a).

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“Note” means a Term Note, a New Term Note, a Revolving Credit Note or a New Revolving Credit Note, as the context may require.

“NPL” means the National Priorities List under CERCLA.

“Obligations” means (a) for purposes of this Agreement, all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan Party of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding and (b) for purposes of the Guaranty and Security Agreement and the other Collateral Documents, (x) all “Obligations” as defined in clause (a) above, (y) all Secured Hedge Obligations (excluding any Excluded Swap Obligations) and (z) all Cash Management Obligations. Without limiting the generality of the foregoing, the Obligations of the Loan Parties under the Loan Documents include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, Attorney Costs, indemnities and other amounts payable by any Loan Party under any Loan Document and (b) the obligation of any Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-US jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or the memorandum and articles of association (if applicable); and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Taxes” has the meaning specified in Section 3.01(b).

“Outstanding Amount” means (a) with respect to the Term Loans, Revolving Credit Loans of any Classand Swing Line Loans on any date, the principal amount thereof after giving effect to any borrowings and prepayments or repayments of Term Loans, Revolving Credit Loans of such Class(including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations of any Classon any date, the amount thereof on such date after giving effect to any L/C Credit Extension with respect to Letters of Credit of such Classoccurring on such date and any other changes thereto as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit of such Class(including any refinancing of outstanding unpaid drawings under Letters of Credit or L/C Credit Extensions as a Revolving Credit Borrowing) or any reductions in the maximum amount available for drawing under Letters of Credit of such Classtaking effect on such date.

“Parent Company” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or indirectly, a majority of the economic or voting Equity Interests of such Lender.

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“Participant” has the meaning specified in Section 10.07(d).

“Participant Register” has the meaning specified in Section 10.07(d).

“Patent Security Agreement” means the Patent Security Agreement among the Borrower, the other grantors named therein and the Administrative Agent, dated as of the Closing Date.

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into Law October 26, 2001)).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and to which Holdings or any Restricted Subsidiary or its ERISA Affiliate has any obligation or liability, contingent or otherwise.

“Permit” means any license, permit, authorization, approval, variance, permission or certificate used in connection with the ownership, operaionoperation, use or occupancy of any Material Real Property (including Liquor Licenses, certificates of occupancy, business licenses, state health department licenses, licenses to conduct business and all such other permits, licenses and rights, obtained from any Governmental Authority or private Person concerning ownership, operation, use or occupancy of any Material Real Property).

“Permitted Acquisition” has the meaning specified in Section 7.02(h).

“Permitted Holders” means the Sponsor.

“Permitted Prior Liens” means Liens having priority senior to the Liens in favor of the Administrative Agent pursuant to the Loan Documents that are permitted pursuant to Section 7.01(b), (c), (d), (g), (i), (j), (k), (l), (p), (r) and (s).

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement, exchange or extension of any Indebtedness of such Person; provided that (a) the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced, refunded, renewed, replaced, exchanged or extended except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement, exchange or extension and by an amount equal to any existing commitments unutilized thereunder and as otherwise permitted to be incurred or issued pursuant to Section 7.03; (b) such modification, refinancing, refunding, renewal, replacement, exchange or extension has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended; (c) if the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended is contractually subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal or extension is contractually subordinated in right of payment to the Obligations on terms at least as favorable to the Lenders as those contained in the documentation governing the

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Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended, taken as a whole, (d) such modification, refinancing, refunding, renewal, replacement, exchange or extension is incurred by the Person or Persons who are the obligors on the Indebtedness being modified, refinanced, refunded, renewed, replaced, exchanged or extended or who would otherwise be permitted to incur such Indebtedness (including any guarantees thereof pursuant to Section 7.02 and Section 7.03); (e) if such modification, refinancing, refunding, renewal, replacement, exchange or extension is secured Indebtedness, the Liens securing such refinancing Indebtedness are limited to Liens on assets or property that secured the Indebtedness being refinanced without any change in the class or category of assets or property subject to such Lien; provided that, this clause (e) shall not apply to any New Term Loans incurred pursuant to Section 2.14 that would otherwise constitute a “Permitted Refinancing” of the Senior Notes; and; and (f) at the time thereof, no Default or Event of Default shall have occurred and be continuing or would result therefrom.

“Permitted Subordinated Indebtedness” means any unsecured Indebtedness of Holdings or the Borrower that (a) is on terms and conditions (including as to covenants) customary for subordinated notes issued under Rule 144A of the Securities Act, expressly subordinated to the prior payment in full in cash of the Obligations on terms and conditions (including as to covenants) customary for “high-yield” senior subordinated notes issued under Rule 144A of the Securities Act, (b) is not scheduled to mature prior to the date that is ninety-one (91) days after the Latest Maturity Date, (c) has no scheduled amortization or payments of principal (other than customary offers to purchase) prior to the date that is ninety-one (91) days after the Latest Maturity Date, and (d) has no material covenant, default (including with respect to “change of control”) and remedy provisions that are more expansive in scope, or mandatory prepayment, repurchase or redemption provisions that are more expansive in scope, in each case than those set forth in the Senior Notes Indenture (other than as would customarily be contained in senior subordinated debt securities).

“Permitted Unsecured Indebtedness” means any unsecured Indebtedness of Holdings or the Borrower that (a) (i) is on terms and conditions (including as to covenants) customary for senior notes issued under Rule 144A of the Securities Act, (ii) is not scheduled to mature prior to the date that is ninety-one (91) days after the Latest Maturity Date, (iii) has no scheduled amortization or payments of principal (other than customary offers to purchase) prior to the Latest Maturity Date, and (iv) has covenant, default and remedy provisions no more expansive in scope, or mandatory prepayment, repurchase or redemption provisions no more expansive in scope, taken as a whole, than those set forth in the Senior Notes Indenture, or (b) is Permitted Subordinated Indebtedness.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Platform” has the meaning specified in Section 6.02.

“Pledged Debt” has the meaning specified in the Guaranty and Security Agreement.

“Pledged Equity” has the meaning specified in the Guaranty and Security Agreement.

“Prepayment Unrestricted Subsidiary” means any Unrestricted Subsidiary that is not a Non-Prepayment Unrestricted Subsidiary.

“Pro Forma Basis”, “Pro Forma Compliance” and “Pro Forma Effect” means, with respect to any determination for any period, that such determination shall be made giving pro forma effect to each acquisition and each Disposition consummated during such period, together with all transactions relating

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thereto consummated during such period (including any incurrence, assumption, refinancing or repayment of Indebtedness and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom), as if such acquisition or Disposition and related transactions had been consummated on the first day of such period, in each case based on historical results accounted for in accordance with GAAP and, to the extent applicable, the amount of net cost-savings projected by the management of the Borrower as contemplated by clause (ix) of the definition of “Consolidated EBITDA” that are specified in detail in the relevant Compliance Certificate, financial statement or other document provided to the Administrative Agent or any Lender in connection herewith. If, since the beginning of such period, any Person that subsequently became a Restricted Subsidiary or was merged with or into Holdings or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, Disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then with respect to any determination for any period, such determination shall be made giving pro forma effect for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four quarter period. For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness (including Attributable Indebtedness) bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen or, if none, then based upon such optional rate chosen as the Borrower may designate.

“Pro Rata Share” means, with respect to each Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the Commitments of such Lender under the applicable Facility or Facilities at such time and the denominator of which is the amount of the Aggregate Commitments under the applicable Facility or Facilities at such time; provided that if such Commitments have been terminated, then the Pro Rata Share of each Lender shall be determined based on the Pro Rata Share of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.

“Public Lender” has the meaning specified in Section 6.02.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Qualifying IPO” means the issuance by Holdings or any direct or indirect parent of Holdings of its common Equity Interests in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement filed with the SEC in accordance with the Securities Act (whether alone or in connection with a secondary public offering).

“Recourse Subsidiary” means any Subsidiary of Holdings that is not a Non-Recourse Subsidiary.

“Reference Date” has the meaning specified in the definition of “Available Amount.”

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“Register” has the meaning specified in Section 10.07(c).

“Rejection Notice” has the meaning specified in Section 2.05(b)(vii).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment, or into, from or through any structure or facility.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.

“Repricing Transaction” means the incurrence of Indebtedness by any Loan Party with the effect of repaying, refinancing, substituting or replacing the Term Loans with IndebtednesIndebtedness having an effective interest cost or weighted average yield (as determined by the Administrative Agent in its reasonable discretion) that is less than the interest rate for or weighted average yield (as determined by the Administrative Agent in its reasonable discretion) of the Term Loans, including without limitation, as may be effected through any amendment to this Agreement relating to the interest rate for, or weighted average yield of, the Term Loans or any Class thereof.

“Request for Credit Extension” means (a) with respect to a Borrowing of Term Loans or Revolving Credit Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition), (b) aggregate unused Term Commitments and (c) aggregate unused Revolving Credit Commitments; provided that the unused Term Commitment, unused Revolving Credit Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” means, as of any date of determination, Revolving Credit Lenders having more than 50% of the sum of the (a) Outstanding Amount of all Revolving Credit Loans and all L/C Obligations (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition) and (b) aggregate unused Revolving Credit Commitments, in each case, under each Revolving Credit Facility; provided that unused Revolving Credit Commitment of, and the portion of the Outstanding Amount of all Revolving Credit Loans and all L/C Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Required Tranche A Revolving Lenders” means, as of any date of determination, Tranche A Revolving Credit Lenders having more than 50% of the sum of the (a) Outstanding Amount of all Tranche A Revolving Credit Loans and all Tranche A L/C Obligations (with the aggregate amount of each Lender’s risk participation and funded participation in Tranche A L/C Obligations being deemed “held” by such Lender for purposes of this definition) and (b) aggregate unused Tranche A Revolving Credit Commitments; provided that unused Tranche A Revolving Credit Commitment of, and the portion of the

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Outstanding Amount of all Tranche A Revolving Credit Loans and all Tranche A L/C Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Tranche A Revolving Lenders.

“Required Tranche B Revolving Lenders” means, as of any date of determination, Tranche B Revolving Credit Lenders having more than 50% of the sum of the (a) Outstanding Amount of all Tranche B Revolving Credit Loans and all Tranche B L/C Obligations (with the aggregate amount of each Lender’s risk participation and funded participation in Tranche B L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this definition) and (b) aggregate unused Tranche B Revolving Credit Commitments; provided that unused Tranche B Revolving Credit Commitment of, and the portion of the Outstanding Amount of all Tranche B Revolving Credit Loans and all Tranche B L/C Obligations held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Tranche B Revolving Lenders.

“Required Term Lenders” means, as of any date of determination, Lenders having more than 50% of the sum of the (a) Outstanding Amount of all Term Loans and (b) aggregate unused Term Commitments; provided that the unused Term Commitment and the portion of the Outstanding Amount of all Term Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Lenders.

“Resort Spin-Off” means the Disposition by Subsidiaries of Holdings of their interests in Persons consisting of the Barton Creek Resort and Spa and The Homestead and the sale or contribution of other assets or rights related to such resorts.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, chief accounting officer, treasurer, chief legal officer, managing member or general partner of any Person or, in the case of any Foreign Subsidiary, any duly appointed authorized signatory or any director or managing member of such Person, but in any event, with respect to financial matters, the chief financial officer, treasurer or controller of such Person and with respect to any secretary’s certificate delivered on the Closing Date, any secretary or assistant secretary. Any document delivered hereunder that is signed by a Responsible Officer of any Person shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.

“Restricted Payment” means, with respect to any Person, any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of such Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the stockholders, partners or members (or the equivalent Persons thereof) of such Person or any contribution to or payment under Title IV of ERISA in respect of any Pension Plan maintained or contributed to by any ERISA Affiliate of such Person (excluding Holdings or any Restricted Subsidiary) for its current or former employees.

“Restricted Subsidiary” means each Subsidiary of Holdings that is not an Unrestricted Subsidiary.

“Retained Excess Cash Flow” means, with respect to any Fiscal Year, the amount of Excess Cash Flow for such completed Fiscal Year that is not required to be applied as a mandatory prepayment pursuant to Section 2.05(b)(i), but in any case, (a) without giving effect to any subtraction pursuant to Section 2.05(b)(i)(B) and (b) it being understood for the avoidance of doubt that, for purposes of this

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definition, Excess Cash Flow for any Fiscal Year shall be deemed to be zero until the financial statements required to be delivered pursuant to Section 6.01(a) for such Fiscal Year, and the related Compliance Certificate required to be delivered pursuant to Section 6.01(d) for such Fiscal Year, have been received by the Administrative Agent.

“Returns” means, with respect to any Investment, any dividends, distributions, interest, fees, premium, return of capital, repayment of principal, income, profits (from a Disposition or otherwise) and other amounts received or realized in respect of such Investment.

“Revolving Credit Borrowing” means a borrowing consisting of simultaneous Revolving Credit Loans of the same Class andType and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Revolving Credit Lenders of the same Classpursuant to Section 2.01(b).

“Revolving Credit Commitment” means, as to each Revolving Credit Lender, its obligation to (a) makeTranche ARevolving Credit Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name onSchedule 2.01(b)under the caption “Commitment or Tranche BRevolving Credit Commitment” or in the Assignment and Assumption, Joinder Agreement or Revolving Extension Agreement pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. TheAggregate Commitments of allRevolving CreditLenders shall be $50,000,000 on the Closing Date., as applicable.

“Revolving Credit Commitment Fee” has the meaning specified in Section 2.09(a).

“Revolving Credit CommitmentPeriod” means the period from and including the Closing Date to but not including the Maturity Date of theFee” means the Tranche ARevolving Credit Facility or any earlier date on which theCommitment Fee or the Tranche BRevolving Credit Commitments shall terminate as provided hereinCommitment Fee, as applicable.

“Revolving Credit Facility” means , at any time, the aggregate amount of thethe Tranche ARevolving Credit Lenders’Facility or the Tranche B Revolving Credit Commitments and the aggregate amount of theNew Revolving CreditLenders’ Increased Revolving Credit Commitmentsat such timeFacility, as applicable.

“Revolving Credit Lender” means, at any time, any Lender that has a Revolving Credit Commitment , aof any Class, an Increased Revolving Credit Commitment ,with respect to any Class of Revolving Credit Commitments or a Revolving Credit Loan of any Classat such time.

“Revolving Credit Loan” has the meaning specified in Section 2.01(b)means a Tranche A Revolving Credit Loan or Tranche B Revolving Credit Loan, as applicable.

“Revolving Credit Note” means a promissory note of the Borrower payable to any Revolving Credit Lender or its registered assigns, in substantially the form of Exhibit C-2 hereto, evidencing the aggregate indebtedness of the Borrower to such Revolving Credit Lender resulting from the Revolving Credit Loans made by such Revolving Credit Lender to the Borrower.

“Revolving Extension Agreement” has the meaning specified in Section 2.15(c).

“Revolving Maturity Date” has the meaning specified in Section 2.15(a).

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“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto.

“Sale and Leaseback Transaction” means any arrangement providing for the Lease by Holdings or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by Holdings or such Restricted Subsidiary to a third Person in contemplation of such Lease.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Second Amendment” means the Second Amendment to this Agreement, dated as of July 24, 2013.

“Second Amendment Effective Date” has the meaning assigned to such term in the Second Amendment.

“Secured Hedge Agreement” means any Swap Contract required or permitted under Article 6 or Article 7 that is entered into by and between any Loan Party and any Person that was a Lender, an Agent or an Arranger or an Affiliate of a Lender at the time such Swap Contract was entered into.

“Secured Hedge Obligations” means the obligations of any Loan Party arising under any Secured Hedge Agreement; provided that, in no event will Secured Hedge Obligations include any Excluded Swap Obligations.

“Secured Obligations” has the meaning specified in the Guaranty and Security Agreement.

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the Hedge Banks, Lenders or Affiliates of Lenders under Cash Management Obligations of a Loan Party, the Supplemental Administrative Agent, if any, and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.

“Securities Account” has the meaning given to such term in the UCC.

“Securities Account Control Agreement” has the meaning specified in the Guaranty and Security Agreement.

“Securities Act” means the Securities Act of 1933.

“Senior Notes” means the Borrower’s 10% senior unsecured notes due 2018 pursuant to the Senior Notes Indenture.

“Senior Notes Indenture” means the Indenture, dated as of the date hereof, pursuant to which the Senior Notes are issued.

“Senior Secured Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Senior Secured Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period, in each case for Holdings and its Restricted Subsidiaries.

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“Solvent” means, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“SPC” has the meaning specified in Section 10.07(g).

“Sponsor” means, KSL and its Affiliates (including KSL Advisors, LLC and any KSL Investment Vehicle). Notwithstanding the foregoing, portfolio companies of KSL or any KSL Investment Vehicle shall not constitute a part of this definition of “Sponsor”.

“Subsidiary” of a Person means a corporation, partnership, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Holdings.

“Subsidiary Guarantor” means any Guarantor other than Holdings.

“Supplemental Administrative Agent” has the meaning specified in Section 9.10 and “Supplemental Administrative Agents” shall have the corresponding meaning.

“Surviving Indebtedness” means Indebtedness of the types specified in clauses (a) and (f) of the definition of “Indebtedness” of Holdings and its Restricted Subsidiaries disclosed on Schedule VI.

“Swap Contract” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance, in each case that are entered into for the sole purpose of hedging in the normal course of business and consistent with industry practices, and in any case not for speculative purposes.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

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“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Facility” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“Swing Line Lender” means Citicorp North AmericaCitibank, IncN.A., acting through one of its affiliates or branches, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“Swing Line Sublimit” means $10,000,000. The Swing Line Sublimit is part of, and not in addition to, the Tranche BRevolving Credit Facility.

“Taxes” means any and all present or future taxes, duties, levies, imposts, assessments, deductions, fees, withholdings or similar charges imposed by any Governmental Authority, and all liabilities (including interest, penalties or additions to tax) with respect to the foregoing.

“Term B Commitment” means, as to each Term B Lender, its obligation to make a Term B Loan to the Borrower pursuant to Section 2.01(a) in an aggregate amount not to exceed the amount set forth opposite such Term B Lender’s name on Schedule 2.01(a) under the caption “Term B Commitment” or in the Assignment and Assumption or Joinder Agreement pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate amount of the Term B Commitments as of the Closing Date is $310,000,000.

“Term B Lender” means, at any time, any Lender that has a Term B Commitment or a Term B Loan at such time.

“Term B Loan Facility” means the facility providing for the Borrowing of Term B Loans.

“Term B Loans” has the meaning specified in Section 2.01(a).

“Term Borrowing” means a borrowing consisting of simultaneous Term Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Term Lenders pursuant to Section 2.01(a).

“Term Commitment” means a Term B Commitment or a New Term Commitment.

“Term Lender” means, at any time, any Lender that has a Term Commitment or a Term Loan at such time.

“Term Loan Facility” means the Term B Loan Facility and each of the New Term Loan Facilities.

“Term Loans” means Term B Loans and New Term Loans.

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“Term Note” means a promissory note of the Borrower payable to any Term Lender or its registered assigns, in substantially the form of Exhibit C-1 hereto, evidencing the indebtedness of the Borrower to such Term Lender resulting from the Term Loans made by such Term Lender.

“Test Period” means a period of four (4) consecutive Fiscal Quarters.

“Third Amendment” means Amendment No. 3 and Joinder Agreement to this Agreement, dated as of August 30, 2013, among Holdings, the Borrower, the Administrative Agent, each Tranche B L/C Issuer, the Swing Line Lender and the Lenders party thereto.

“Third Amendment Effective Date” has the meaning assigned to such term in the Third Amendment.

“Third Amendment Tranche A Revolving Credit Commitment Amount” has the meaning assigned to such term in the definition of Tranche A Revolving Credit Commitments.

“Total Assets” means the total assets of Holdings and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of the Borrower delivered pursuant to Section 6.01(a) or (b) or, for the period prior to the time any such statements are so delivered pursuant to Section 6.01(a) or (b), the pro forma financial statements referred to in Section 5.05(b).

“Total Leverage Ratio” means as of the end of any Fiscal Quarter of the Borrower for the Test Period ending on such date, the ratio of (a) Consolidated Total Debt as of the last day of such Test Period to (b) Consolidated EBITDA for such Test Period, in each case, for Holdings and its Restricted Subsidiaries.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Trademark Security Agreement” means the Trademark Security Agreement among the Borrower, the other grantors named therein and the Administrative Agent, dated as of the Closing Date.

“Tranche A L/C Advance” means, with respect to each Tranche A Revolving Credit Lender, such Lender’s funding of its participation in any Tranche A L/C Borrowing in accordance with its Pro Rata Share of the Tranche A Revolving Credit Facility.

“Tranche A L/C Borrowing” means an extension of credit resulting from a drawing under any Tranche A Letter of Credit that has not been reimbursed on the date when made or refinanced as a Tranche A Revolving Credit Borrowing.

“Tranche A L/C Credit Extension” means, with respect to any Tranche A Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“Tranche A L/C Issuer” meansCiticorp North America, Inc., in its capacity as an issuer of Tranche A Letters of Credit hereunder, or any successor issuer of Tranche A Letters of Credit hereunder.

“Tranche A L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Tranche A Letters of Credit plus the aggregate of all Unreimbursed Amounts with respect to such Tranche A Letters of Credit, including, without duplication, all Tranche A L/C Borrowings.

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“Tranche A Letter of Credit” means any letter of credit issued hereunder by a Tranche A L/C Issuer prior to the Third Amendment Effective Date. A Tranche A Letter of Creditmay be a commercial letter of credit (if available to be issued by the applicable L/C Issuer) or a standby letter of credit.

“Tranche A Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Tranche A Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Tranche A Letter of Credit Sublimit” means, at any time, the lesser of (i) the Third Amendment Tranche A Revolving Credit Commitment Amount and (ii) the aggregate face amount of the Tranche A Letters of Credit outstanding at such time. The Tranche A Letter of Credit Sublimit is part of, and not in addition to, the Tranche A Revolving Credit Facility.

“Tranche A Revolving Credit Borrowing” means a borrowing consisting of simultaneous Tranche A Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Tranche A Revolving Credit Lenders pursuant to Section 2.01(b).

“Tranche A Revolving Credit Commitments” means, as to each Lender, its obligation to (a) make Tranche A Revolving Credit Loans to the Borrower pursuant to Section 2.01(b) and (b) purchase participations in Tranche A L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name onSchedule 2.01(b) under the caption “Revolving Credit Commitment” or in the Assignment and Assumption, Joinder Agreement or Revolving Extension Agreement pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate principal amount of all Tranche ARevolving Credit Commitments on the Third Amendment Effective Date shall be equal to the aggregate face amount of all issued and undrawn Tranche A Letters of Credit immediately prior to the Third Amendment Effective Date (such amount, the “Third Amendment Tranche A Revolving Credit Commitment Amount”).

“Tranche ARevolving Credit Commitment Fee” has the meaning specified in Section 2.09(a)(i).

“Tranche A Revolving Credit CommitmentPeriod” means the period from and including the Closing Date to but not including the Maturity Date of the Tranche A Revolving Credit Facility or any earlier date on which the Tranche A Revolving CreditCommitments shall terminate as provided herein.

“Tranche A Revolving Credit Facility” means, at any time, the aggregate amount of the Lenders’ Tranche ARevolving Credit Commitments and the aggregate amount of the Lenders’ Increased Revolving Credit Commitments to make Tranche ARevolving Loans at such time.

“Tranche A Revolving Credit Lender” means, at any time, any Lender that has a Tranche A Revolving Credit Commitment, an Increased Revolving Credit Commitment with respect to such Class of Commitments or a Tranche A Revolving Credit Loan at such time.

“Tranche A Revolving Credit Loan”has the meaning specified in Section 2.01(b)(i).

“Tranche A Rollover Letters of Credit” means each undrawn Tranche A Letter of Credit outstanding as of the Tranche A Letter of Credit Expiration Date.

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“Tranche B L/C Advance” means, with respect to each Tranche B Revolving Credit Lender, such Lender’s funding of its participation in any Tranche B L/C Borrowing in accordance with its Pro Rata Share.

“Tranche B L/C Borrowing” means an extension of credit resulting from a drawing under any Tranche B Letter of Credit that has not been reimbursed on the date when made or refinanced as a Tranche B Revolving Credit Borrowing.

“Tranche B L/C Credit Extension” means, with respect to any Tranche B Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the renewal or increase of the amount thereof.

“Tranche B L/C Issuer” means (a) Citibank, N.A., in its capacity as an issuer of Tranche B Letters of Credit hereunder, (b) as of the Tranche A Letter of Credit Expiration Date, solely with respect to the Tranche A Rollover Letters of Credit,Citicorp North America, Inc., in its capacity as issuer of Tranche A Rollover Letters of Credit deemed to be Tranche BLetters of Credit hereunder and (c) each other Tranche BRevolving Credit Lender reasonably acceptable to the Administrative Agent (such consent not to be unreasonably withheld or delayed) that has entered into an agreement (in form and substance satisfactory to the Administrative Agent and the Borrower) with the Administrative Agent to be bound by the terms applicable to an issuer of Tranche BLetters of Credit hereunder, or any successor issuer of Tranche BLetters of Credit hereunder.

“Tranche B L/C Obligations” means, as at any date of determination, the aggregate undrawn amount of all outstanding Tranche BLetters of Credit plus the aggregate of all Unreimbursed Amounts with respect to such Tranche B Letters of Credit, including, without duplication, all Tranche BL/C Borrowings.

“Tranche B Letter of Credit” meansany letter of credit issued hereunder by a Tranche B L/C Issuer and, as of the Tranche A Letter of Credit Expiration Date, the Tranche A Rollover Letters of Credit. A Tranche B Letter of Credit may be a commercial letter of credit (if available to be issued by the applicable L/C Issuer) or a standby letter of credit.

“Tranche B Letter of Credit Expiration Date” means the day that is five (5) Business Days prior to the scheduled Maturity Date then in effect for the Tranche B Revolving Credit Facility (or, if such day is not a Business Day, the next preceding Business Day).

“Tranche B Letter of Credit Sublimit” means, at any time, $50,000,000 minus the aggregate amount of the Tranche A L/C Obligations outstanding at such time. The Tranche B Letter of Credit Sublimitis part of, and not in addition to, the Tranche BRevolving Credit Facility.

“Tranche B Revolving Credit Borrowing” means a borrowing consisting of simultaneous Tranche B Revolving Credit Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Tranche B Revolving Credit Lenders pursuant to Section 2.01(b).

“Tranche B Revolving Credit Commitments” means, as to each Lender, itsobligation to (a) make Tranche B Revolving CreditLoans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in Tranche BL/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on its signature pages to the Third Amendment (as may be adjusted in accordance with the terms hereof and thereof) or in the Assignment and Assumption, Joinder Agreement or Revolving

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Extension Agreement pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate principal amount of all Tranche B Revolving Credit Commitments on the Third Amendment Effective Date shall be $135,000,000.

“Tranche B Revolving Credit Commitment Fee” has the meaning specified in Section 2.09(a)(ii).

“Tranche B Revolving Credit Commitment Period” means the period from and including the Third Amendment Effective Date to but not including the Maturity Date of the Tranche B Revolving CreditFacility or any earlier date on which the Tranche B Revolving Credit Commitments shall terminate as provided herein.

“Tranche B Revolving Credit Facility” means, at any time, the aggregate amount of the Lenders’ Tranche B Revolving CreditCommitments and the aggregate amount of the Lenders’ Increased Revolving Credit Commitments to make Tranche B Revolving Loans at such time.

“Tranche B Revolving Credit Lender” means, at any time, any Lender that has a Tranche B Revolving Credit Commitment, an Increased Revolving Credit Commitment with respect to such Class of Commitments or a Tranche B Revolving Credit Loan at such time.

“Tranche B Revolving Credit Loan” has the meaning specified in Section 2.01(b)(ii).

“Transaction Documents” means the Loan Documents, the Senior Notes Indenture, the purchase agreement with respect to the Senior Notes, guarantees of the Senior Notes, a registration rights agreement relating to the Senior Notes, and other agreements in connection with the foregoing, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

“Transactions” means, collectively, (a) the execution and delivery and performance by the Loan Parties of each Loan Document to which they are a party executed and delivered or to be executed and delivered on or prior to the Closing Date, and, in the case of the Borrower, the making of the initial Borrowings hereunder, (b) the issuance of the Senior Notes, the Equity Contribution and the repayment of the Existing Indebtedness and the other transactions contemplated thereby, (c) the Resort Spin-Off, and (d) the consummation of any other transactions in connection with the foregoing.

“Type” means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan.

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York; provided that in the event that, by reason of mandatory provisions of any applicable Law, any of the attachment, perfection or priority of the Administrative Agent’s or any other Secured Party’s security interest in any Collateral is governed by the Uniform Commercial Code of a jurisdiction other than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions the applicable Loan Documents relating to such attachment, perfection or priority and for purposes of the definitions related to or otherwise used in such provisions.

“Unfunded Advances/Participations” means (a) with respect to the Administrative Agent, the aggregate amount, if any (i) made available to the Borrower on the assumption that each Appropriate Lender has made its Pro Rata Share of the applicable Borrowing available to the Administrative Agent and (ii) with respect to which a corresponding amount shall not in fact have been made available to the

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Administrative Agent by any such Lender, (b) with respect to the Swing Line Lender, the aggregate amount, if any, of participations in respect of any outstanding Swing Line Loan that shall not have been funded by the Appropriate Lenders in accordance with Section 2.04(b) and (c) with respect to the L/C Issuer of a particular Class, the aggregate amount of L/C Borrowings of such Class.

“United States” and “US” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i).

“Unrestricted Subsidiary” means (i) each Dormant Subsidiary and (ii) any Non-Recourse Subsidiary of Holdings designated after the date of this Agreement by the board of directors of the Borrower as an “Unrestricted Subsidiary” pursuant to Section 6.17.

“Unsecured Financing” shall mean (a) the Senior Notes and (b) any future Permitted Unsecured Indebtedness.

“Unsecured Financing Documentation” means any documentation governing any Unsecured Financing.

“Unsecured Financing Obligations” means any obligations in respect of any Unsecured Financing.

“US Lender” has the meaning specified in Section 10.15(b).

“US Tax Certificate” has the meaning set forth in Section 10.15(a).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness.

Section 1.02.Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a)The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)The words “herein,” “hereto,” “hereof” and “hereunder” and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof.

(i)Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears.

(ii)The term “including” is by way of example and not limitation.

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(c)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including.”

(d)Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(e)The term “manifest error” shall be deemed to include any clearly demonstrable error whether or not obvious on the face of the document containing such error.

(f)For purposes of determining compliance at any time or from time to time with Sections 7.01 (except as set forth in the second proviso to Section 7.01(p)), 7.02, 7.03, 7.05, 7.06, 7.08, 7.09 and 7.13, in the event that any Lien, Investment, Indebtedness, Disposition, Restricted Payment, affiliate transaction, Contractual Obligation or prepayment of Indebtedness meets the criteria of more than one of the categories of transactions permitted pursuant to any clause of such Sections 7.01, 7.02, 7.03, 7.05, 7.06, 7.08, 7.09 and 7.13, such transaction (or portion thereof) at any time shall be permitted under one or more of such clauses as determined by the Borrower in its reasonable discretion at such time of determination.

Section 1.03.Accounting Terms.

(a)All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, as in effect from time to time.

(b)If at any time any change in GAAP (including conversion to IFRS as described below) would affect the computation of any financial covenant or ratio set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such financial covenant or ratio (and provisions in this Agreement that reference such covenant or ratio) to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such covenant or ratio shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders a written reconciliation in form and substance reasonably satisfactory to the Administrative Agent, between calculations of such covenant or ratio made before and after giving effect to such change in GAAP. If the Borrower notifies the Administrative Agent that it is required to report under IFRS or has elected to do so through an early-adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Borrower cannot elect to report under U.S. generally accepted accounting principles).

Section 1.04.Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.05.References To Agreements And Laws. Unless otherwise expressly provided herein, (a) references to Organization Documents, agreements (including the Loan Documents) and other

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contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

Section 1.06.Times Of Day. Unless otherwise specified, all references herein to times of day shall be references to New York time (daylight or standard, as applicable).

Section 1.07.Timing Of Payment Or Performance. When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be.

Section 1.08.Compliance withWith Financial Covenants. With respect to any provision of this Agreement that requires compliance or Pro Forma Compliance with the financial covenants set forth in Section 7.10, such compliance or Pro Forma Compliance shall not be required when the Borrower is not otherwise required to comply with such covenant under the terms of Section 7.10 at such time.

ARTICLE 2
THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01.The Loans.

(a)The Term Borrowings. Subject to the terms and conditions set forth herein, each Term B Lender severally agrees to make a loan on the Closing Date to the Borrower (each, a “Term B Loan” and, collectively, the “Term B Loans”) in an amount in US Dollars equal to such Term B Lender’s Term B Commitment. Amounts borrowed under this Section 2.01(a) and repaid or prepaid may not be re-borrowed. Term Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

(b)The Revolving Credit Borrowings. Subject to the terms and conditions set forth herein, (i)each Tranche ARevolving Credit Lender severally agrees to make loans in US Dollars to the Borrower (each such loan, a “Tranche ARevolving Credit Loan”) from time to time, on any Business Day following the Closing Date during the Tranche ARevolving Credit Commitment Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche A Revolving Credit Commitment and (ii) each Tranche B Revolving Credit Lender severally agrees to make loans in US Dollars to the Borrower (each such loan, a “Tranche B Revolving Credit Loan”) from time to time, on any Business Day on or after the Third Amendment Effective Date during the Tranche B Revolving Credit Commitment Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Tranche BRevolving Credit Commitment; provided that after giving effect to any Revolving Credit Borrowing of a particular Class, the aggregate Outstanding Amount of the Revolving Credit Loans of such Classof any Revolving Credit Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations of such Class, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans of such Class, shall not exceed such Lender’s Revolving Credit Commitment in respect of such Class. Within the limits of each Lender’s Revolving Credit Commitment of a particular Class, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(b), prepay under Section 2.05, and re-borrow under this Section 2.01(b). Revolving Credit Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein;

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provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type and same Classmade to the Borrower.

Section 2.02.Borrowings, Conversions and Continuations of Loans.

(a)Each Term Borrowing, each Revolving Credit Borrowing, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent (i) not later than 11:00 a.m. three (3) Business Days prior to the requested date of any Borrowing of Eurodollar Rate Loans, continuation of Eurodollar Rate Loans or any conversion of Base Rate Loans to Eurodollar Rate Loans, (ii) not later than 11:00 a.m. on the requested date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Section 2.03(c)(i) and Section 2.04(c)(i), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Term Borrowing, a Tranche A Revolving Credit Borrowing, a Tranche BRevolving Credit Borrowing, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Term Loans or Revolving Credit Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the account of the Borrower to be credited with the proceeds of such Borrowing. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or fails to give a timely notice requesting a conversion or continuation, then the applicable Term Loans or Revolving Credit Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one (1) month.

(b)Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Appropriate Lender of the amount of its Pro Rata Share of the applicable Class of Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation described in Section 2.02(a). In the case of each Borrowing, each Appropriate Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Article 4, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to the Administrative Agent by the Borrower.

(c)Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan unless the Borrower

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pays the amount due, if any, under Section 3.05 in connection therewith. If a Default or Event of Default shall have occurred and be continuing or would result therefrom, the Administrative Agent or the Required Lenders may require that no Loans may be converted to or continued as Eurodollar Rate Loans.

(d)The Administrative Agent shall promptly notify the Borrower and the Appropriate Lenders of the interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Appropriate Lenders of any change in the Administrative Agent’s prime rate used in determining the Base Rate promptly following the determination of such change.

(e)After giving effect to all Term Borrowings, all Revolving Credit Borrowings, all conversions of Term Loans or Revolving Credit Loans from one Type to the other, and all continuations of Term Loans or Revolving Credit Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect.

(f)The failure of any Lender to make the Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the date of any Borrowing.

Section 2.03.Letters Of Credit.

(a)The Letter of Credit Commitment.

(i)Subject to the terms and conditions set forth herein, (A) the Tranche BL/C Issuer agrees, in reliance upon the agreements of the other Revolving Credit Lenders of such Classset forth in this Section 2.03, (1)from time to time on any Business Day during the period from the ClosingThird Amendment Effective Date until the Tranche BLetter of Credit Expiration Date, to issue Tranche BLetters of Credit denominated in Dollars for the account of the Borrower (or any Restricted Subsidiary so long as the Borrower is a joint and several co-applicant, and references to the “Borrower” in this Section 2.03 shall be deemed to include reference to such Restricted Subsidiary) and (B) each L/C Issuer of any applicable Class agrees, in reliance upon the agreements of the other Revolving Credit Lenders of such Class set forth in this Section 2.03, from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date of such Class, (1)to amend or renew Letters of Credit of such Classpreviously issued by it, in accordance with Section 2.03(b), and (2) to honor drafts under the Letters of Credit of such Class; and (BC) the Revolving Credit Lenders of such Classseverally agree to participate in Letters of Credit of such Classissued for the account of the Borrower; provided that the applicableL/C Issuer shall not be obligated to make any L/C Credit Extension with respect to any Letter of Credit of such Class, and no Lender of such Classshall be obligated to participate in any Letter of Credit of such Classif, as of the date of such L/C Credit Extension, (x) the aggregate Outstanding Amount of the Revolving Credit Loans of such Class ofany Revolving Credit Lender of such Class, plus such Lender’s Pro Rata Share of the Outstanding Amount of all L/C Obligations of such Class, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans of such Class, would exceed such Lender’s Revolving Credit Commitment in

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respect of such Classor (y) the Outstanding Amount of the L/C Obligations of such Classwould exceed the applicableLetter of Credit Sublimit. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Tranche BLetters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Tranche BLetters of Credit to replace Tranche BLetters of Credit that have expired or that have been drawn upon and reimbursed. As of the Tranche A Letter of Credit Expiration Date, each Tranche A Rollover Letter of Credit shall be deemed,for all purposes of this Agreement(including paragraphs (c), (d) and (e) of this Section), to be a Tranche B Letter of Credit issued hereunder.

(ii)The Tranche A L/C Issuer shall be under no obligation to issue any Letter of Credit on or after the Third Amendment Effective Date. The Tranche BL/C Issuer shall be under no obligation to issue any Letter of Credit if

(A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain thesuch L/C Issuer from issuing such Letter of Credit, or any Law applicable to thesuch L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over thesuch L/C Issuer shall prohibit, or request that thesuch L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon thesuch L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which thesuch L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon thesuch L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which, in each case, thesuch L/C Issuer in good faith deems material to it;

(B)subject to Section 2.03(b)(iii), the expiry date of such requested Letter of Credit, prior to giving effect to any automatic renewal, would occur more than twelve (12) months after the date of issuance or last renewal;

(C)the expiry date of such requested Letter of Credit would occur after the applicableLetter of Credit Expiration Date;

(D)the issuance of such Letter of Credit would violate any Laws or one or more policies of thesuch L/C Issuer; or

(E)any Tranche BRevolving Credit Lender is a Defaulting Lender, unless thesuch L/C Issuer has entered into arrangements satisfactory to it to eliminate thesuch L/C Issuer’s risk with respect to the participation in Tranche BLetters of Credit by all such Defaulting Lenders, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer satisfactory to thesuch L/C Issuer to support, each such Defaulting Lender’s Pro Rata Share of any Unreimbursed Amount.

(iii)TheNo L/C Issuer shall be under noany obligation to amend any Letter of Credit if (A) thesuch L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

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(b)Procedures for Issuance and Amendment of Letters of Credit; Auto-Renewal Letters of Credit.

(i)Each Tranche BLetter of Credit shall be issued or any Letter of Credit of any Class shall beamended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer with respect to such Class(with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by thesuch L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two (2) Business Days prior to the proposed issuance date or date of amendment, as the case may be, or such later date and time as thesuch L/C Issuer may agree in a particular instance in its sole discretion. In the case of a request for an initial issuance of a Tranche BLetter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Tranche BL/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the Tranche BL/C Issuer may reasonably request. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer of such Letter of Credit: (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as thesuch L/C Issuer may reasonably request.

(ii)Promptly after receipt of any Letter of Credit Application, the applicableL/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, thesuch L/C Issuer will provide the Administrative Agent with a copy thereof. Upon receipt by thesuch L/C Issuer of confirmation from the Administrative Agent that the requested issuance or amendment is permitted in accordance with the terms hereof (such confirmation to be promptly provided by the Administrative Agent), then, subject to the terms and conditions hereof, thesuch L/C Issuer shall, on the requested date, issue a Tranche BLetter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be. Immediately upon the issuance of each Letter of Credit of a particular Class, each Revolving Credit Lender of such Classshall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer of such Class,an unfunded risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.

(iii)If the Borrower so requests in any applicable Letter of Credit Application, the applicableL/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit thesuch L/C Issuer to prevent any such renewal at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such

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twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by thesuch L/C Issuer, the Borrower shall not be required to make a specific request to thesuch L/C Issuer for any such renewal. Once an Auto-Renewal Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) thesuch L/C Issuer to permit the renewal of such Letter of Credit at any time to an expiry date not later than the applicableLetter of Credit Expiration Date; provided that thesuch L/C Issuer shall not permit any such renewal if (A) thesuch L/C Issuer has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.03(a)(ii) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five (5) Business Days before the Nonrenewal Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such renewal or (2) from the Administrative Agent, any Revolving Credit Lender of such Classor the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied.

(iv)Promptly after its delivery of any Letter of Credit of a particular Classor any amendment to a Letter of Credit of such Classto an advising bank with respect thereto or to the beneficiary thereof, thesuch L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(c)Drawings and Reimbursements; Funding of Participations.

(i)Upon receipt from the beneficiary of any Letter of Credit issued by any L/C Issuerof any notice of a drawing under such Letter of Credit, thesuch L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 3:30 p.m. on the date of any payment by thean L/C Issuer under a Letter of Credit issued by such L/C Issuer(each such date, an “Honor Date”), the Borrower shall reimburse thesuch L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing; provided that if such notice is not provided to the Borrower prior to 11:00 a.m. on the Honor Date, then the Borrower shall reimburse thesuch L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing on the next succeeding Business Day and such extension of time shall be reflected in computing fees in respect of any such Letter of Credit. If the Borrower fails to so reimburse thesuch L/C Issuer by such time, the Administrative Agent shall promptly notify each Revolving Credit Lender of the applicable Classof the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the amount of such Revolving Credit Lender’s Pro Rata Share thereof. In such event, the Borrower shall be deemed to have requested a Revolving Credit Borrowing of Base Rate Loans of such Classto be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02(a) for the principal amount of Base Rate Loans or the conditions set forth in Section 4.02, but subject to the unutilized portion of the aggregate Revolving Credit Commitments of such Class. Any notice given by thesuch L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if promptly confirmed in writing; provided that the lack of a prompt confirmation shall not affect the conclusiveness or binding effect of such notice.

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(ii)Each Revolving Credit Lender of a Class(including the Lender acting as L/C Issuer with respect to such Class) shall upon any applicablenotice pursuant to Section 2.03(c)(i) make funds available to the Administrative Agent for the account of the applicableL/C Issuer, in Dollars, at the Administrative Agent’s Office in an amount equal to its Pro Rata Share of the Unreimbursed Amount owing to such L/C Issuernot later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Credit Lender of the applicable Classthat so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to thesuch L/C Issuer.

(iii)With respect to any Unreimbursed Amount that is not fully refinanced by a Revolving Credit Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicableL/C Issuer an L/C Borrowing of the applicable Classin the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Credit Lender’s payment to the Administrative Agent for the account of the applicableL/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv)Until each Revolving Credit Lender of any Classfunds its Revolving Credit Loan or L/C Advance of such Classpursuant to this Section 2.03(c) to reimburse the applicableL/C Issuer for any amount drawn under any Letter of Credit issued by such L/C Issuer, interest in respect of such Lender’s Pro Rata Share of such amount shall be solely for the account of thesuch L/C Issuer.

(v)Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or L/C Advances to reimburse thean L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against thesuch L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or Event of Default or that a Default or Event of Default would result therefrom, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Revolving Credit Lender’s obligation to make Revolving Credit Loans of a particular Classpursuant to this Section 2.03(c) is subject to such Revolving Credit Loans not exceeding the unutilized portion of such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class. No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse thesuch L/C Issuer for the amount of any payment made by thesuch L/C Issuer under any Letter of Credit of such Class, together with interest as provided herein.

(vi)If any Revolving Credit Lender fails to make available to the Administrative Agent for the account of the applicableL/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the

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time specified in Section 2.03(c)(ii), thesuch L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to thesuch L/C Issuer at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect. A certificate of thesuch L/C Issuer submitted to any Revolving Credit Lender of the same Class(through the Administrative Agent) with respect to any amounts owing under this Section 2.03(c)(vi) shall be conclusive absent manifest error.

(d)Repayment of Participations.

(i)If, at any time after thean L/C Issuer of a particular Classhas made a payment under any Letter of Credit of such Classand has received from any Revolving Credit Lender of such Class,such Lender’s applicableL/C Advance in respect of such payment in accordance with Section 2.03(c), the Administrative Agent receives for the account of thesuch L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of cash collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Pro Rata Share thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in the same funds as those received by the Administrative Agent.

(ii)If any payment received by the Administrative Agent for the account of the L/C Issuer of a particular Classpursuant to Section 2.03(d)(i) is required to be returned under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by thesuch L/C Issuer in its discretion), each Revolving Credit Lender of such Classshall pay to the Administrative Agent for the account of thesuch L/C Issuer its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect.

(e)Obligations Absolute. The obligation of the Borrower to reimburse thean L/C Issuer for each drawing under each Letter of Credit issued by such L/C Issuerfor its account and to repay each L/C Borrowing relating to any Letter of Credit issued by such L/C Issuerfor its account shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i)any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating thereto;

(ii)the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or applicable Restricted Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), thesuch L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

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(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv)any payment by thesuch L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by thesuch L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v)any exchange, release or non-perfection of any Collateral, or any release or amendment or waiver of or consent to departure from the Guaranty and Security Agreement or any other guarantee, for all or any of the Obligations of the Borrower in respect of such Letter of Credit; or

(vi)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower;

provided that the foregoing shall not excuse thesuch L/C Issuer from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are waived by the Borrower to the extent permitted by applicable Law) suffered by the Borrower that are caused by thesuch L/C Issuer’s gross negligence or willful misconduct when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The Borrower shall promptly examine a copy of each Letter of Credit issued for its account and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the applicableL/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against thesuch L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f)Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer of such Letter of Creditshall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by thesuch Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of thesuch L/C Issuer, any Agent-Related Person nor any of the respective correspondents, participants or assignees of thesuch L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Letter of Credit Application. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at Law or under any other agreement. None of the L/C IssuerIssuers, any Agent-Related Person, nor any of the respective correspondents, participants or assignees of theany L/C Issuer,

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shall be liable or responsible for any of the matters described in clauses (i) through (vi) of Section 2.03(e); provided that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against thean L/C Issuer, and thesuch L/C Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by thesuch L/C Issuer’s willful misconduct or gross negligence or thesuch L/C Issuer’s willful or grossly negligent failure to pay under any Letter of Credit issued by such L/C Issuerafter the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of asuch Letter of Credit. In furtherance and not in limitation of the foregoing, thesuch L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and thesuch L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g)Cash Collateral. Upon the request of the Administrative Agent, (i) if thean L/C Issuer under any Classhas honored any full or partial drawing request under any Letter of Credit issued by itand such drawing has resulted in an L/C Borrowing of such Class (other than the Tranche A Rollover Letters of Credit)and the conditions set forth in Section 4.02 to a Revolving Credit Borrowing cannot then be met, or (ii) if, as of the applicableLetter of Credit Expiration Date, any Letter of Credit of such Classmay for any reason remain outstanding and partially or wholly undrawn, the Borrower shall promptly Cash Collateralize (x) in the case of clause (i), 103% and (y) in the case of clause (ii), 105%, in each case of the then Outstanding Amount of all L/C Obligations of such Class(such Outstanding Amount to be determined as of the date of such L/C Borrowing or the applicableLetter of Credit Expiration Date, as the case may be) or, in the case of clause (ii), provide a back to back letter of credit in a face amount at least equal to 105% of the then undrawn amount of such Letter of Credit from an issuer and in form and substance satisfactory to thesuch L/C Issuer in its sole discretion. Any Letter of Credit that is so Cash Collateralized or in respect of which such a back-to-back letter of credit shall have been issued shall be deemed no longer outstanding for purposes of this Agreement. If at any time the Administrative Agent determines that any funds held as cash collateral are subject to any right or claim of any Person other than the Administrative Agent or claims of the depositary bank arising by operation of law or that the total amount of such funds is less than the amount required by the first sentence of this clause (g), the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the deposit accounts designated by the Administrative Agent as aforesaid, an amount equal to the excess of (x) 103% or 105%, as applicable, of such aggregate Outstanding Amount over (y) the total amount of funds, if any, then held as cash collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as cash collateral, such funds shall be applied, to the extent permitted under applicable Law, to reimburse the L/C Issuer of such Letter of Credit. To the extent the amount of any cash collateral exceeds 103% or 105%, as applicable, of the then Outstanding Amount of such L/C Obligations and so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the excess shall be refunded to the Borrower.

(h)Applicability of ISP98 and UCP. Unless otherwise expressly agreed by the applicableL/C Issuer and the Borrower when a Letter of Credit is issued, (i) the rules of the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance) shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits , as most recently published by the International Chamber of Commerce (or such later version thereof as may be in effect at the time of issuance) at the time of issuance shall apply to each commercial Letter of Credit.

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(i)Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Revolving Credit Lender of a particular Classin accordance with its Pro Rata Share,a Letter of Credit fee for each Letter of Credit of such Classissued equal to the Applicable Rate for Revolving Credit Loans of such Classthat are Eurodollar Rate Loans times the daily maximum amount then available to be drawn under such Letter of Credit. Such letter of credit fees shall be computed from the date of issuance thereof on a quarterly basis in arrears. Such letter of credit fees shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit and on the later of (i) the applicableLetter of Credit Expiration Date and (ii) the day that is five (5) Business Days prior to the Revolving Maturity Date with respect to theRevolving Credit Commitments ofsuch Class(or, if such day is not a Business Day, the next preceding Business Day).

(j)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. The Borrower shall pay directly to theeach L/C Issuer for its own account a fronting fee with respect to each Letter of Credit issued by such L/C Issuerequal to a percentage per annum to be agreed upon of the daily maximum amount then available to be drawn under such Letter of Credit of such Class. Such fronting fees shall be computed on a quarterly basis in arrears. Such fronting fees shall be due and payable on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the applicableLetter of Credit Expiration Date and thereafter on demand. In addition, the Borrower shall pay directly to thesuch L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of thesuch L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees not related to the fronting fee and standard costs and charges are due and payable within five (5) Business Days of demand and are nonrefundable.

(k)Conflict with Letter of Credit Application. In the event of any conflict between the terms hereof and the terms of any Letter of Credit Application, the terms of this Agreement shall control.

(l) Letters of Credit Issued Prior to Closing Date. Schedule 2.03(l) contains a schedule of certain letters of credit issued prior to the Closing Date by Citibank, N.A. for the account of the Borrower (including any such letter of credit issued on behalf of a Subsidiary of the Borrower that is a Restricted Subsidiary). On the Closing Date (i) such letters of credit, to the extent outstanding, shall be automatically and without further action by the parties thereto converted to Letters of Credit issued pursuant to this Section 2.03 for the account of the Borrower and subject to the provisions hereof, and for this purpose the fees specified in this Section 2.03 shall be payable (in substitution for any fees set forth in the applicable letter of credit reimbursement agreements or applications relating to such letters of credit) as if such letters of credit had been issued on the Closing Date, (ii) the issuer of such Letters of Credit shall be deemed to be an “L/C Issuer” hereunder solely for the purpose of maintaining such letters of credit until the expiration date stated therein (without giving effect to any provision therein for automatic extension, evergreen maturity or the like), (iii) the face amount of such letters of credit shall be included in the calculation of L/C Obligations and (iv) all liabilities of the Borrower with respect to such letters of credit shall constitute Obligations. Nothwithstanding anything to the contrary in this Agreement, no letter of credit converted in accordance with this clause (l) may be amended, extended or renewed; provided that each such letter of credit may, at the Borrower's option and subject to the terms and conditions of this Agreement, be replaced at the time of its maturity with a Letter of Credit issued hereunder.

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Section 2.04.Swing Line Loans.

(a)The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender may, in its sole discretion, make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day (other than the Closing Date) during the Tranche BRevolving Credit Commitment Period in an aggregate amount at any time outstanding (together with the Outstanding Amount of Loans made by the Swing Line Lender in its capacity as a Lender or the Tranche BSwing Line Lender) not to exceed the lesser of (ix) the Swing Line Lender’s Pro Rata Share of the Tranche BRevolving Credit Commitments and (iiy) the Swing Line Sublimit; provided that the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and re-borrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender an unfunded risk participation in suchthe Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share and the amount of suchthe Swing Line Loan.

(b)Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, (ii) the requested borrowing date, which shall be a Business Day and (iii) the account of the Borrower to be credited with the proceeds of suchthe Swing Line Borrowing. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Tranche BRevolving Credit Lender) prior to 2:00 p.m. on the date of such proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower. Notwithstanding anything to the contrary contained in this Section 2.04 or elsewhere in this Agreement, the Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when a Tranche BRevolving Credit Lender is a Defaulting Lender unless the Swing Line Lender has entered into arrangements satisfactory to it to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swing Line Loans, including by Cash Collateralizing, or obtaining a backstop letter of credit from an issuer satisfactory to the Swing Line Lender to support, such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Share of the outstanding Swing Line Loans.

(c)Refinancing of Swing Line Loans. The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Tranche BRevolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Pro Rata Share of the amount of Swing Line Loans

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then outstanding. Each such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02(a), without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans or the conditions set forth in Section 4.02, but subject to the unutilized portion of the aggregate Tranche BRevolving Credit Commitments. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Tranche BRevolving Credit Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Tranche BRevolving Credit Lender that so makes funds available shall be deemed to have made a Tranche B Revolving Credit Loan that isa Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(i)If for any reason any Swing Line Loan cannot be refinanced by such a Tranche BRevolving Credit Borrowing in accordance with Section 2.04(c), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Tranche BRevolving Credit Lenders fund its risk participation in suchthe Swing Line Loan and each such Tranche BRevolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c) shall be deemed payment in respect of such participation.

(ii)If any Tranche BRevolving Credit Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iiiii) shall be conclusive absent manifest error.

(iii)Each Tranche BRevolving Credit Lender’s obligation to make Tranche BRevolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default or that a Default or Event of Default would result therefrom, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided that each Tranche BRevolving Credit Lender’s obligation to make Tranche BRevolving Credit Loans pursuant to this Section 2.04(c) is subject to such Tranche BRevolving Credit Loans not exceeding the unutilized portion of such Tranche BRevolving Credit Lender’s Tranche BRevolving Credit Commitment. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

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(d)Repayment of Participations. At any time after any Tranche BRevolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of suchthe Swing Line Loan, the Swing Line Lender will distribute to such Lender its Pro Rata Share of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(i)If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Tranche BRevolving Credit Lender shall pay to the Swing Line Lender its Pro Rata Share thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender.

(e)Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Tranche BRevolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Pro Rata Share of any Swing Line Loan, interest in respect of such Pro Rata Share shall be solely for the account of the Swing Line Lender.

(f)Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

Section 2.05.Prepayments.

(a)Optional.

(i)The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans made to the Borrower, in each case, in whole or in part without premium or penalty except as described in clause (iv) below; provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m., (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied among the

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Facilities in such amounts as the Borrower may direct in its sole discretion and, in the case of the Term B Loan Facility, in inverse order of maturity or as otherwise directed by the Borrower.; provided that, prepayments of any Revolving Credit Loans shall be applied (x) on a pro rata basis between the Tranche A Revolving Credit Loans and the Tranche B Revolving Credit Loans or (y) with a greater than pro rata portion applied to the Tranche A Revolving Credit Loans.

(ii)The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 11:00 a.m. on the date of the prepayment ,and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(iii)Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or Section 2.05(a)(ii)if such prepayment would have resulted from (A) an Equity Issuance or a refinancing of the Facilities that is not prohibited by this Agreement or (B) issuance of New Term Loans and/or Increased Revolving Credit Commitments, which refinancing or issuance shall not be consummated or shall otherwise be delayed.

(iv)At the time of the effectiveness of any Repricing Transaction that (A) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (B) effects any amendment of this Agreement resulting in a Repricing Transaction and is consummated prior to January 24, 2014, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each applicable Term Lender, a fee in an amount equal to, (x) in the case of clause (A), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (y) in the case of clause (B), a payment equal to 1% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment. Such fees shall be due and payable upon the date of the effectiveness of such Repricing Transaction.

(b)Mandatory.

(i)Within five (5) Business Days after financial statements have been delivered pursuant to Section 6.01(a) and the related Compliance Certificate has been delivered pursuant to Section 6.02(b), the Borrower shall cause to be prepaid an aggregate principal amount of Term Loans in an amount equal to (A) 50% of Excess Cash Flow, if any, for the Fiscal Year of the Borrower covered by such financial statements (commencing with the Fiscal Year of the Borrower ended December 27, 2011) minus (B) the sum of (1) the amount of any voluntary prepayments of Term Loans made pursuant to Section 2.05(a) during such Fiscal Year and (2) solely to the extent the amount of the Revolving Credit Commitments are permanently reduced pursuant to Section 2.06 in connection therewith (and solely to the extent of the amount of such reduction), the amount of any voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) during such Fiscal Year; provided that, such percentage shall

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be reduced to (x) 25% if the Senior Secured Leverage Ratio as of the last day of the applicable Fiscal Year was less than 3.75:1.00; and (y) 0% if the Senior Secured Leverage Ratio as of the last day of the applicable Fiscal Year was less than 3.25:1.00.

(ii)(A)    With respect to any Disposition or any Casualty Event by Holdings or any Subsidiary (other than a Non-Prepayment Unrestricted Subsidiary) that results in the realization or receipt by any such Subsidiary of Net Cash Proceeds, the Borrower shall cause to be prepaid on or prior to the date that is ten (10) Business Days after the date of the realization or receipt of such Net Cash Proceeds an aggregate principal amount of Term Loans in an amount equal to 100% of all Net Cash Proceeds received; provided that no such prepayment shall be required pursuant to this Section 2.05(b)(ii)(A) if, on or prior to such date, the Borrower shall have given written notice to the Administrative Agent of its intention to reinvest or cause to be reinvested all or a portion of such Net Cash Proceeds in accordance with Section 2.05(b)(ii)(B) (which election may only be made (x) if no Default or Event of Default has occurred and is then continuing or would result therefrom and (y) the Disposition or Casualty Event giving rise to such Net Cash Proceeds is with respect to the property of Holdings or a Subsidiary that is not a Prepayment Unrestricted Subsidiary);

(B)With respect to any Net Cash Proceeds realized or received with respect to any Disposition or any Casualty Event (other than a Disposition or Casualty event in respect of the property of a Prepayment Unrestricted Subsidiary), at the option of the Borrower, and so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may reinvest or cause to be reinvested all or any portion of such Net Cash Proceeds in assets or property that are useful for its business within three hundred and sixty (360) days of the receipt of such Net Cash Proceeds (provided that if prior to the expiration of such three hundred and sixty (360) day reinvestment period, any Loan Party enters into a legally binding commitment to reinvest such Net Cash Proceeds, such reinvestment period shall be extended by an additional ninety (90) days); provided that if any Net Cash Proceeds are not so reinvested within such reinvestment period or are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be promptly applied to the prepayment of the Term Loans as set forth in this Section 2.05.

(iii)If for any reason the aggregate Outstanding Amount of the Revolving Credit Loans ,and the L/C Obligations of a particular Class (and Swing Line Loans with respect to the Tranche B Revolving Credit Commitment)at any time exceeds the aggregate Revolving Credit Commitments of such Classthen in effect, the Borrower shall promptly prepay suchRevolving Credit Loans or Swing Line Loans, as applicable,and/or Cash Collateralize thesuch L/C Obligations in an aggregate amount equal to such excess; provided that the Borrower shall not be required to Cash Collateralize thesuch L/C Obligations pursuant to this Section 2.05(b)(iii) unless after the prepayment in full of thesuch Revolving Credit Loans and Swing Line Loans such aggregate Outstanding Amount exceeds such aggregate Revolving Credit Commitments of such Classthen in effect.

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(iv)If Holdings or any Restricted Subsidiary incurs or issues (A) any Indebtedness not permitted to be incurred or issued pursuant to Section 7.03, (B) any Indebtedness incurred in reliance on Section 7.03(r) to the extent the applicable Permitted Acquisition is not consummated within ninety (90) days of the incurrence or issuance thereof or (C) any Permitted Unsecured Indebtedness incurred in reliance on Section 7.03(t) to the extent procceedsproceeds of such Indebtedness are not used to prepay the Loans pursuant to Section 2.05(a)withingwithin 10 days of the incurrence or issuance thereof, the Borrower shall cause the Term Loans to be prepaid in an aggregate amount equal to 100% of all Net Cash Proceeds received therefrom on or prior to the date which is, in the case of clause (A), one (1) Business Day after such incurrence or issuance and, in the case of clause (B), no later than the ninetieth (90th) day after such incurrence or issuance.

(v)If any Prepayment Unrestricted Subsidiary incurs or issues any Indebtedness, the Borrower shall cause the Term Loans to be prepaid in an aggregate amount equal to 100% of all Net Cash Proceeds received therefrom (minus the principal amount, together with any applicable premium, penalty, interest and breakage costs, of any Indebtedness (other than the Obligations) that is required by its terms to be repaid in connection with such incurrence or issuance of Indebtedness) on or prior to the date that is one (1) Business Day after such incurrence or issuance.

(vi)Subject to Section 2.14 with respect to any New Term Loans, (A) Each prepayment of Term Loans of any Class pursuant to this Section 2.05(b) shall be applied, first, in inverse order of maturity to the principal repayment installments of such Term Loans other than the principal payment due on the Maturity Date and second, to the principal payment on the Maturity Date of such Term Loans; and unless otherwise provided herein, each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares (prior to giving effect to any rejection by any Term Lender of any such prepayment pursuant to clause (vii) below), subject to clause (vii) of this Section 2.05(b) and (B) on and after the borrowing of any New Term Loans, the prepayments referred to in this Section 2.05(b) shall be allocated among each Class of Term Loans pro rata based on the aggregate principal amount of the Outstanding Amount of Term Loans of each such Class unless, with respect to any Class of New Term Loans, the Borrower and the New Term Loan Lenders for such Class of New Term Loans have agreed in accordance with Section 2.14(e)(iii) that such Class of New Term Loans will be receive less than such Class of New Term Loans’ pro rata share of prepayments made under this Section 2.05(b) (it being understood that any Class of Term B Loans shall not be allocated any less than its pro rata share of such prepayment).

(vii)The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to clauses (i) through (vi) of this Section 2.05(b) at least one (1) Business Day prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Appropriate Lender of the contents of any such prepayment notice and of such Appropriate Lender’s Pro Rata Share of the prepayment. Any Term Lender (a “Declining Lender”, and any Term Lender which is not a Declining Lender, an “Accepting Lender”) may elect, by delivering not less than two (2) Business Days prior to the proposed prepayment date, a written notice (such notice, a “Rejection Notice”) that any mandatory prepayment otherwise required to be made with respect to

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the Term Loans held by such Term Lender pursuant to clauses (i) through (vi) of this Section 2.05(b) not be made, in which event the portion of such prepayment which would otherwise have been applied to the Term Loans of the Declining Lenders shall be retained by the Borrower (for itself and on behalf of the other Restricted Subsidiaries). If a Term Lender fails to deliver a Rejection Notice within the time frame specified above, such Term Lender will be deemed to be an Accepting Lender.

(viii)Funding Losses, Etc. All prepayments under this Section 2.05 shall be made together with, in the case of any such prepayment of a Eurodollar Rate Loan on a date other than the last day of an Interest Period therefor, any amounts owing in respect of such Eurodollar Rate Loan pursuant to Section 3.05. Notwithstanding any of the other provisions of this Section 2.05(b), so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, if any prepayment of Eurodollar Rate Loans is required to be made under this Section 2.05(b), other than on the last day of the Interest Period therefor, the Borrower may, in its sole discretion, deposit the amount of any such prepayment otherwise required to be made thereunder into a Cash Collateral Account until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of such Loans in accordance with this Section 2.05(b). Upon the occurrence and during the continuance of any Default or Event of Default or if a Default or Event of Default would result therefrom, the Administrative Agent shall also be authorized (without any further action by or notice to or from the Borrower or any other Loan Party) to apply such amount to the prepayment of the outstanding Loans in accordance with this Section 2.05(b).

Section 2.06.Termination or Reduction of Commitments.

(a)Optional. The Borrower may, upon written notice to the Administrative Agent, terminate the unused Commitments of any Class, or from time to time permanently reduce the unused Commitments of any Class; provided that (i) any such notice shall be received by the Administrative Agent three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount (A) of $500,000 or any whole multiple of $100,000 in excess thereof or (B) equal to the entire remaining amount of the Commitments of any Class and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit of any Classor the Swing Line Sublimit, as the case may be, exceeds the amount of the Revolving Credit Commitments of the applicable Class, such sublimit shall be automatically reduced by the amount of such excess. The amount of any such Commitment reduction shall not be applied to the applicableLetter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower or as required by the preceding sentence. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or otherwise shall be delayed.

(i)Mandatory. The Term Commitment of each Term Lender shall be automatically and permanently reduced to $0 at 5:00 p.m. on the Closing Date upon funding the Term Loans.

(ii)The Tranche ARevolving Credit Commitment of each Revolving Credit Lender shall be automatically and permanently reduced to $0 on the Maturity Date of the Tranche ARevolving Credit Facility.

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(iii)The Tranche BRevolving CreditCommitment of each Revolving Credit Lender shall be automatically and permanently reduced to $0 onthe Maturity Date of theTranche BRevolving Credit Facility.

(b)Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Appropriate Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit, the Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. Upon any reduction of unused Commitments of any Class, the Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 3.07). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments of any Class shall be paid to the Appropriate Lenders on the effective date of such termination.

Section 2.07.Repayment of Loans.

(a)Term Loans. The principal of the Term Loans of each Class shall be repaid in full, in Cash, in immediately available funds on the Maturity Date of such Class of Term Loans in an amount equal to the aggregate principal amount of all Term Loans of such Class outstanding on such date.

(b)Revolving Credit Loans. The Borrower shall repay to the Administrative Agent (a)for the ratable account of the applicable Tranche ARevolving Credit Lenders on the Maturity Date for the Tranche ARevolving Credit Facility the aggregate principal amount of all of its Tranche A Revolving Credit Loans outstanding on such date, and (b) for the ratable account of the applicable Tranche B Revolving Credit Lenders on the Maturity Date for the Tranche B Revolving Credit Facility the aggregate principal amount of all of its Tranche BRevolving Credit Loans outstanding on such date.

(c)Swing Line Loans. The Borrower shall repay the aggregateprincipal amount of all of itseach Swing Line Loans onLoan in full, in Cash, in immediately available funds on the earliest of (i) the funding date of any Tranche B Revolving Credit Borrowing (pursuant to Section 2.04(c) or otherwise) with the proceeds thereof, (ii) the date that is seven days after the date of such Swing Line Borrowing and (iii) the date that is five (5) Business Days prior to the Maturity Date for the Tranche BRevolving Credit Facility.

Section 2.08.Interest.

(a)Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Credit Loans.

(b)While any Default or Event of Default set forth in Section 8.01(a), (f) or (g) exists, the Borrower shall pay interest on all overdue amounts hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

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(c)Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

Section 2.09.Fees. In addition to certain fees described in Section 2.03(i) and Section 2.03(j):

(a)Revolving Credit Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of (i)each Tranche ARevolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Tranche ARevolving Credit Commitment Fee” and, collectively, the “Tranche ARevolving Credit Commitment Fees”) equal to the Applicable Rate times the actual daily amount by which the aggregate Tranche ARevolving Credit Commitments exceed the sum of (ix) the Outstanding Amount of Tranche ARevolving Credit Loans and (iiy) the Outstanding Amount of Tranche A L/C Obligations and (ii) each Tranche B Revolving Credit Lender in accordance with its Pro Rata Share, a commitment fee (each, a “Tranche B Revolving Credit Commitment Fee” and, collectively, the “Tranche B Revolving Credit Commitment Fees”) equal to the Applicable Rate times the actual daily amount by which the aggregate Tranche B Revolving Credit Commitments exceed the sum of (x) the Outstanding Amount of Tranche B Revolving Credit Loans and (y) the Outstanding Amount of Tranche BL/C Obligations. The Tranche ARevolving Credit Commitment Fees shall accrue at all times from the date hereof until the Maturity Date of the Tranche ARevolving Credit Facility and the Tranche B Revolving Credit Commitment Fees shall accrue at all times from the Third Amendment Effective Date untilthe Maturity Date of theTranche BRevolving Credit Facility, in each case, including at any time during which one or more of the conditions in Article 4 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with (A) with respect to the Tranche A Revolving Credit Commitments,the first such date to occur after the Closing Date , andor (B) with respect to the Tranche B Revolving Credit Commitments, the first such date to occur after the Third Amendment Effective Date, and in each case, on the Maturity Date for the applicableRevolving Credit Facility. The Revolving Credit Commitment Fees shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b)Other Fees. The Borrower shall pay or cause to be paid to the Agents such fees as may have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

Section 2.10.Computation of Interest and Fees. All computations of interest for Base Rate Loans when the Base Rate is determined by the Administrative Agent’s “prime rate” shall be made on the basis of a year of three hundred and sixty-five (365) or three hundred and sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred and sixty (360) day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a three hundred and sixty-five (365) day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

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Section 2.11.Evidence of Indebtedness.

(a)The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and evidenced by one or more entries in the Register maintained by the Administrative Agent, acting as a non-fiduciary agent solely for purposes of Treasury Regulation Section 5f.103-1(c), as agent for the Borrower, in each case in the ordinary course of business. The accounts or records maintained by each Lender and the Register maintained by the Administrative Agent shall be prima facie evidence absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register in respect of such matters, the Register shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note payable to such Lender, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. The Borrower and each Lender agrees from time to time after the occurrence and during the continuance of a Default or Event of Default under Section 8.01(f) or Section 8.01(g)(i) to execute and deliver to the Administrative Agent all such Notes or other promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to any exchange of Lenders’ interests pursuant to arrangements relating thereto among the Lenders, and each Lender agrees to surrender any Notes or other promissory notes originally received by it in connection with its Loans hereunder to the Administrative Agent for cancellation against delivery of any Notes or other promissory notes so executed and delivered.

(b)In addition to the accounts and records referred to in Section 2.11(a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records and, in the case of the Administrative Agent, entries in the Register, evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the Register and the accounts and records of any Lender in respect of such matters, the Register shall control in the absence of manifest error.

(c)Entries made in good faith by the Administrative Agent in the Register pursuant to Section 2.11(a) and Section 2.11(b), and by each Lender in its account or accounts pursuant to Section 2.11(a) and Section 2.11(b), shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement and the other Loan Documents, absent manifest error; provided that the failure of the Administrative Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement and the other Loan Documents.

Section 2.12.Payments Generally.

(a)All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in

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Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 4:00 p.m. shall be deemed received on the next succeeding Business Day in the Administrative Agent’s sole discretion and any applicable interest or fee shall continue to accrue to the extent applicable.

(b)If any payment to be made by the Borrower shall come due on a day other than a Business Day in relation to the Borrower, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such extension would cause payment of interest on or principal of Eurodollar Rate Loans to be made in the next succeeding calendar month, such payment shall be made on the immediately preceding Business Day.

(c)Unless the Borrower or any Lender has notified the Administrative Agent, prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then:

(i)if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds at the applicable Federal Funds Rate from time to time in effect; and

(ii)if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect. When such Lender makes payment to the Administrative Agent (together with all accrued interest thereon), then such payment amount (excluding the amount of any interest which may have accrued and been paid in respect of such late payment) shall constitute such Lender’s Loan included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

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A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this Section 2.12(c) shall be conclusive, absent manifest error.

(d)If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article 2, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article 4 are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.

(e)The obligations of the Lenders hereunder to make Loans and to fund participations in Letters of Credit and Swing Line Loans are several and not joint. The failure of any Lender to make any Loan or to fund any such participation on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation.

(f)Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(g)Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lenders in the order of priority set forth in Section 8.03. If the Administrative Agent receives funds for application to the Obligations of the Loan Parties under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the sum of (i) the Outstanding Amount of all Loans outstanding at such time and (ii) the Outstanding Amount of all L/C Obligations outstanding at such time, in repayment or prepayment of such of the outstanding Loans or other Obligations then owing to such Lender.

Section 2.13.Sharing Of Payments. If, (other than (x) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or Participant or (y) as otherwise expressly provided elsewhere herein) any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total

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amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Section 2.14.Incremental Facilities.

(a)At any time or from time to time on orafter the SecondThird Amendment Effective Date, the Borrower may by written notice to the Administrative Agent elect to request (i) prior to the Maturity Date of the applicableRevolving Credit Facility, one additional revolving credit facility tranche (“New Revolving Credit Commitments”) orone or more increases to the existingTranche A Revolving Credit Commitments or the NewTranche B Revolving Credit Commitments (any such increase in commitments, the “Increased Revolving Credit Commitments” and, together with the New Revolving Credit Commitments, the “Incremental Revolving Credit Commitments”) and/or (ii) prior to the Maturity Date of the Term B Loan Facility, the establishment of one or more new term loan commitments (the “New Term Commitments” and, together with the New Revolving Credit Commitments and the IncreasedIncremental Revolving Credit Commitments, the “Incremental Commitments”) which may be of the same Class as existing Term Loans or a separate Class of new term loans; provided that, (x) the aggregate principal amount of all such Incremental Commitments shall not exceed (A) in the case of any Incremental Revolving Credit Commitments, $135,000,000; provided that the sum of the Incremental Revolving Credit Commitments plus the Existing Revolving Credit Commitments then in effect shall not exceed $155,000,000,plus(B) in the case of both the Incremental Revolving Credit Commitments and the New Term Commitments,$75,000,000, plus (CB) after the full utilization of the amounts available under clause (A) above, in the case of the Incremental Revolving Credit Commitments, andclause (B)above, in the case of both the Incremental Revolving Credit Commitments and the New Term Commitments, an additional amount of Incremental Revolving Credit Commitments and/or New Term Commitments so long as in the case of this clause (CB), the Senior Secured Leverage Ratio shall not exceed 2.75:1.00 as of the end of the Test Period most recently ended, both before and after giving Pro Forma Effect to such IncreasedIncremental Revolving Credit Commitments or New Term Loans (assuming a borrowing of the maximum amount of Loans available under the Revolving Credit Commitments and any Incremental Revolving Credit Commitments after giving effect to such Incremental Revolving Credit Commitment and any Incremental Revolving Credit Commitments previously made pursuant to this Section 2.14 and excluding, for purposes of determining Consolidated Total Debt, the cash proceeds from the borrowing of the proposed Incremental Revolving Credit Commitments or New Term Loans) and (y) any such request shall be for an aggregate principal amount of Incremental Commitments that is not less than $5,000,000 (or such lesser amount which shall be approved by Administrative Agent or such lesser amount that shall constitute the difference between the maximum aggregate principal amount of Incremental Commitments indicated above and all such Incremental Commitments obtained prior to such date) and integral multiples of $5,000,000 in excess of that amount. Each such notice shall specify (i) the date (each, an “Increased Amount Date”) on which the Borrower proposes that the applicable Incremental Commitments shall be effective, which shall be a

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date not less than fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period as shall be reasonably acceptable to the Administrative Agent) and (ii) the identity of each Lender or other Person that is an Eligible Assignee (each, a “New Revolving Credit Lender” or “New Term Lender”, as applicable) to whom the Borrower proposes any portion of such Incremental Revolving Credit Commitments or New Term Commitments, as applicable, be allocated and the amounts of such allocations; provided that the Borrower shall first approach each existing Lender to provide any Incremental Commitment, which Lender may elect or decline, in its sole discretion, to provide all or any portion of such requested Incremental Commitment. Such Incremental Commitments shall become effective, as of such Increased Amount Date; provided that, (1) no Default or Event of Default shall have occurred and be continuing on such Increased Amount Date before or after giving effect to such Incremental Commitments; (2) after giving effect to the making of any New Term Loans or effectiveness of any Incremental Revolving Credit Commitments, each of the conditions set forth in Section 4.02 shall be satisfied; (3) the Incremental Revolving Credit Commitments or New Term Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the New Revolving Credit Lender or New Term Lender, as applicable, and Administrative Agent, and each of which shall be recorded in the Register, and each New Revolving Credit Lender and New Term Lender shall be subject to the requirements set forth in Section 10.15; (4) the Borrower shall make any payments required pursuant to Section 3.05 in connection with the Incremental Commitments, if applicable; and (5) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction.

(b)On any Increased Amount Date on which Increased Revolving Credit Commitments are effected through an increase to the existing Revolving Credit Commitments of any Class, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Credit Lenders of the applicable Classshall assign to each of the New Revolving Credit Lenders, and each of the New Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders of such Class, at the principal amount thereof, such interests in the Revolving Credit Loans of such Classoutstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Class ofRevolving Credit Loans will be held by existing Revolving Credit Lenders of such Classand New Revolving Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Increased Revolving Credit Commitments to the Revolving Credit Commitments of such Class, (b) each Increased Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment of such Classand each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan of such Classand (c) each New Revolving Credit Lender shall become a Lender with respect to the Increased Revolving Credit Commitment and all matters relating thereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing and prepayment requirements in Section 2.02 and 2.05(a) of this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

(c) Any New Revolving Loans made pursuant to any New Revolving Credit Commitments established on an Increased Amount Date shall be designated as a Class of New Revolving Loans separate from the Revolving Credit Facility for all purposes of this Agreement. On any Increased Amount Date on which any New Revolving Credit Commitments of any Class are effected, subject to the satisfaction of the foregoing terms and conditions, each New Revolving Lender of such Class shall become a Lender hereunder with respect to the New Revolving Credit Commitment of such Class and the New Revolving Loans of such Class made pursuant thereto.

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(c)(d)Any New Term Loans made pursuant to any New Term Commitments of a separate Class of term loans on an Increased Amount Date shall be designated a separate Class of New Term Loans for all purposes of this Agreement. On any Increased Amount Date on which any New Term Commitments of any Class are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Lender of such Class shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Commitment of such Class, and (ii) each New Term Lender of such Class shall become a Lender hereunder with respect to the New Term Commitment of such Class and the New Term Loans of such Class made pursuant thereto. Notwithstanding the foregoing, New Term Loans may have identical terms to any existing Class of Term Loans and be treated as the same Class as such Term Loans.

(d)(e)The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (i) the Class of New Term Commitments and the New Term Lenders of such Class , (ii) the Class of NewRevolving Credit Commitments and theNewRevolving Loansof such Class and (iiiand (ii) in the case of each notice to any Revolving Credit Lender of the applicable Classwith respect to an increase in the Revolving Credit Commitments of such Class, the respective interests in such Revolving Credit Lender’s Revolving Credit Commitments of such Class, in each case, subject to the assignments contemplated by clause (b) of this Section 2.14.

(e)(f)The terms and provisions of the New Term Loans and New Term Commitments of any Class shall be as agreed between the Borrower and the New Term Lenders providing such New Term Loans and New Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term B Loans, shall be reasonably satisfactory to Administrative Agent. In any event:

(i)the Weighted Average Life to Maturity of all New Term Loans of any Class shall be no shorter than the Weighted Average Life to Maturity of the Term B Loans (except by virtue of amortization or prepayment of the Term B Loans prior to the time of such incurrence);

(ii)the Maturity Date of any Class of the New Term Loans shall be no earlier than the maturity of the Term B Loans;

(iii)the New Term Loans will share ratably in right of prepayment with the Term Loans pursuant to Section 2.05(b) or otherwise as contemplated by clause (ig) of this Section 2.14 below; provided that the New Term Loans may be afforded lesser payments to the extent the Lenders providing such New Term Loans so agree; and

(iv)the yield applicable to the New Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the yield applicable to such New Term Loans (after giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such New Term Loans) shall not be greater than the applicable interest rate payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term B Loans (including any upfront or similar fees or original issue discount paid and payable to the initial Lenders hereunder), plus 0.50% per annum unless the interest rate with respect to the Term B Loan is increased so as to cause the then applicable interest rate under this

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Agreement on the Term B Loans (including any upfront or similar fees or original issue discount paid and payable to the initial Lenders hereunder and the adjustment of any interest rate floor) to equal the yield then applicable to the New Term Loans (after giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such New Term Loans) minus 0.50%; provided that, customary arrangement or commitment fees payable to the arrangers of such New Term Loans (or their respective affiliates) under this Section 2.14 shall be excluded.

(g) The terms and provisions of the New Revolving Loans and New Revolving Credit Commitments of any Class shall be as agreed between the Borrower and the New Revolving Lenders providing such New Revolving Loans and New Revolving Credit Commitments, and except as otherwise set forth herein, to the extent not identical to the Revolving Credit Facility, shall be reasonably satisfactory to Administrative Agent. In any event:

(i) the maturity date of such New Revolving Loans shall be no earlier than the Maturity Date of the Revolving Credit Facility and such New Revolving Loans shall require no scheduled amortization (and the related New Revolving Credit Commitments shall require no mandatory commitment reductions) prior to the Maturity Date of the Revolving Credit Facility;

(ii) the New Revolving Loans will share ratably with the Revolving Credit Facility in any prepayments made pursuant to Section 2.05(a) or otherwise as contemplated by clause (i) of this Section 2.14 below; provided that, the New Revolving Loans may be afforded lesser payments to the extent the Lenders providing such New Revolving Loans so agree; and

(iii) the yield applicable to the New Revolving Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the yield applicable to such New Revolving Loans (after giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such New Revolving Loans) shall not be greater than the applicable interest rate payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Revolving Credit Loans (including any upfront or similar fees or original issue discount paid and payable to the initial Lenders hereunder), plus 0.50% per annum unless the interest rate with respect to the Revolving Credit Loans is increased so as to cause the then applicable interest rate under this Agreement on the Revolving Credit Loans (including any upfront or similar fees or original issue discount paid and payable to the initial Lenders hereunder and the adjustment of any interest rate floor) to equal the yield then applicable to the New Revolving Loans (after giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such New Revolving Loans) minus 0.50%; provided that customary arrangement or commitment fees payable to the arrangers of such New Revolving Loans (or their respective affiliates) under this Section 2.14 shall be excluded.

(f)(h)Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Administrative Agent and the Borrower to effect the provision of this Section 2.14, and for the avoidance of doubt, this Section 2.14 shall supersede any provisions in Section 10.01 to the contrary.

(g)(i)The Loans and Commitments extended or established pursuant to this paragraph shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded

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by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents.

Section 2.15.Modification of Revolving Credit Loans.

(a)Borrower Request. The Borrower may by thirty (30) Business Days’ written notice to the Administrative Agent elect to request, effective as of the applicable Maturity Date or any date which such Class ofRevolving Credit Commitments have been previously extended pursuant to this Section 2.15 (any such date a “Revolving Maturity Date”), to extend the applicable Revolving CreditLoans of any Classand the applicable Revolving Credit Commitments of such Classbeyond such applicable Revolving Maturity Date. Such notice shall specify (i) the date on which the Borrower proposes that the extended Revolving Credit Commitments of such Classshall mature, (ii) the identity of each Eligible Assignee (together with any consents that would be required pursuant to Section 10.07 for an assignment to such Eligible Assignee) to whom the Borrower proposes any portion of such extended Revolving Credit Commitments of such Classbe allocated and the amounts of such allocations and (iii) the minimum amounts, if any, and minimum increments, if any, that the Borrower may, in its discretion, specify; provided that the Borrower shall first approach each existing Lender to provide all or a portion of the extended Revolving Credit Commitments of such Class, which Lender may elect or decline, in its sole discretion, to provide such extended Revolving Credit Commitment and if it so declines the unpaid principal amount of its Revolving Credit Loans of such Classshall be paid in full on the applicable Revolving Maturity Date of such Class.

(b)Conditions. The extended Revolving Credit Commitments shall become effective, as of the applicable Revolving Maturity Date with respect to such Class of Revolving Credit Commitments; provided that:

(i)each of the conditions set forth in Section 4.02 shall be satisfied;

(ii)no Default or Event of Default shall have occurred and be continuing or would result from the extension of the Revolving Credit Commitments; and

(iii)the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction.

(c)Terms of Extended Revolving Credit Commitments. The term and provisions of extended Revolving Credit Commitments made pursuant to such extension:

(i)shall have a yield as may be agreed by the Borrower and the Revolving Lenders making such Revolving Credit Commitment extensions; provided that the yield applicable to thesuch extended Revolving Credit Commitments (after giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such extended Revolving Credit Commitments) shall not be greater than the applicable interest rate payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the non-extended Revolving Credit Commitments of such Class(including any upfront or similar fees or original issue discount paid and payable to the initial Lenders hereunder), plus 0.50% per annum unless the interest rate with respect to the non-extended Revolving Credit Commitments is increased so as to cause the then applicable interest rate under this Agreement on the non-extended Revolving Credit Commitmentsof such Class(including any upfront or similar fees or

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original issue discount paid and payable to the initial Lenders hereunder and the adjustment of any interest rate floor) to equal the yield then applicable to the extended Revolving Credit Commitments of such Class(after giving effect to all upfront or similar fees, original issue discount payable or interest rate floors with respect to such extended Revolving Credit Commitments) minus 0.50%; provided that customary arrangement or commitment fees payable to the arrangers of such extended Revolving Credit Commitments (or their respective affiliates) under this Section 2.15 shall be excluded;

(ii)shall have a maturity date that is not prior to the maturity date of the non-extended Revolving Credit Commitments of such Classand will require no scheduled amortization or mandatory commitment reduction prior to the Latest Maturity Date of the Revolving Credit Commitments of such Class;

(iii)shall otherwise have terms and conditions that are substantially identical to, or less favorable to the investors providing such extended Revolving Credit Commitments than, the terms of the non-extended Revolving Credit Commitments of such Class; and

(iv)the extended Revolving Credit Commitments shall be effected by an extension agreement (the “Revolving Extension Agreement”) executed by the Borrower, the Administrative Agent and each Lender making such extended Commitment, in form and substance satisfactory to each of them. The Revolving Extension Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.15.

(d)Letters of Credit and Swing Line Loans. Any Revolving Extension Agreement may provide for the issuance of Letters of Credit for the account of the Borrower, or the provision to the Borrower of Swing Line Loans, pursuant to any extended Revolving Commitments of any Classestablished thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit and Swing Line Loans under the Revolving Credit Commitments of such Classand with the consent of the L/C Issuer of such Classand/or theSwing Line Lender, as applicable. In addition, if so provided in the relevant Revolving Extension Agreement and with the consent of each applicableL/C Issuer, participations in Letters of Credit of any Classexpiring on or after the Revolving Maturity Date with respect to such Classshall be re-allocated from Lenders holding Revolving Credit Commitments of such Classto Lenders holding extended Revolving Credit Commitments of such Classin accordance with the terms of such Revolving Extension Agreement; provided, however, that such participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving Credit Commitments of such Class, be deemed to be participation interests in respect of such Revolving Credit Commitments and the terms of such participation interests (including, without limitation, the commission applicable thereto) shall be adjusted accordingly.

(e)Equal and Ratable Benefit. The Revolving Credit Commitments of a particular Classextended pursuant to this paragraph shall constitute Revolving Credit Commitments of such Classunder, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests created by the Collateral Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Lien and security interests

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granted by the Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the extension of any such Revolving Credit Commitments.

Section 2.16.Defaulting Lenders.

(a)Reallocation of Defaulting Lender Commitment, Etc. If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply with respect to any outstanding Letter of Credit participation pursuant to Section 2.03(b)(i) and Swing Line Loan participation pursuant to Section 2.04(c) of such Defaulting Lender:

(i)the Letter of Credit participation pursuant to Section 2.03(b)(i) and Swing Line Loan participation pursuant to Section 2.04(c), in each case, of such Defaulting Lender will, subject to the limitation in the first proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitments of such Class; provided that (a) the Outstanding Amount of each Non-Defaulting Lender’s Revolving Credit Loans and L/C Obligations of such Class(with the aggregate amount of such Lenders’ risk participations and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender) may not in any event exceed the Revolving Credit Commitment of such Non-Defaulting Lender with respect to such Classas in effect at the time of such reallocation and (b) neither such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Administrative Agent, the L/C Issuer of any Class, the Swing Line Lender or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;

(ii)to the extent that any portion (the “unreallocated portion”) of the Defaulting Lender’s Letter of Credit participation pursuant to Section 2.03(b)(i) and Swing Line Loan participation pursuant to Section 2.04(c) cannot be so reallocated, whether by reason of the first proviso in clause (i) above or otherwise, the Borrower will, not later than two Business Days after demand by the Administrative Agent (at the direction of the L/C Issuer of the applicable Classand/or the Swing Line Lender, as the case may be), (1) Cash Collateralize the obligations of the Borrower to thesuch L/C Issuer and the Swing Line Lender in respect of such Letter of Credit participation pursuant to Section 2.03(b)(i) and the Swing Line Loan participation pursuant to Section 2.04(c), as the case may be, in an amount equal to the aggregate amount of the unreallocated portion of such Letter of Credit participation pursuant to Section 2.03(b)(i)and the Swing Line Loan participation pursuant to Section 2.04(c), or (2) in the case of suchthe Swing Line Loan participation pursuant to Section 2.04(c), prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (3) make other arrangements satisfactory to the Administrative Agent, and to thesuch L/C Issuer and the Swing Line Lender, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; and

(iii)any amount paid by the Borrower for the account of a Defaulting Lender that was or is a Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be retained by the Administrative Agent in a segregated non-interest-bearing account until (subject to Section 2.16(d)) the termination

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of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Administrative Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to theany L/C Issuer or the Swing Line Lender (pro rata as to the respective amounts owing to each of them) under this Agreement, third to the payment of post-default interest and then current interest due and payable to the Lenders hereunder other than Defaulting Lenders that are Lenders, ratably among them in accordance with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the Non-Defaulting Lenders that are Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them, fifth to pay principal and unreimbursed payments made by the L/C IssuerIssuers pursuant to a Letter of Credit then due and payable to the Non-Defaulting Lenders that are Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them, sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders that are Lenders, and seventh after the termination of the Commitments and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

(b)Fees. Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such period pursuant to Section2.92.09 (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of such fees); provided that in the case of a Defaulting Lender that was or is a Lender (x) to the extent that a portion of the Letter of Credit participation pursuant to Section 2.03(b)(i) and Swing Line Loan participation pursuant to Section 2.04(c) of such Defaulting Lender is reallocated to the Non-Defaulting Lenders pursuant to Section 2.16(a), such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Commitments, and (y) to the extent any portion of such Letter of Credit participation pursuant to Section 2.03(b)(i) and Swing Line Loan participation pursuant to Section 2.04(c) cannot be so reallocated, such fees will instead accrue for the benefit of and be payable to the L/C Issuer of the applicable Classand the Swing Line Lender, as applicable, as their interests appear (and the pro rata payment provisions of Sections 2.12 and 2.13 will automatically be deemed adjusted to reflect the provisions of this Section).

(c)Termination of Defaulting Lender Commitment. The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than three Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.16(a)(iii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender that is a Lender under this Agreement (in each case whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, theany L/C Issuer ,and the Swing Line Lender or any Lender may have against such Defaulting Lender.

(d)Cure. If the Borrower, the Administrative Agent, theeach L/C Issuer and the Swing Line Lender agree in writing in their discretion that a Lender with respect to any Facilitythat is a Defaulting Lender should no longer be deemed to be a Defaulting Lender, as the case may be, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in

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such notice and subject to any conditions set forth therein (which may include arrangements with respect to any amounts then held in the segregated account referred to in Section 2.16(a)), such Lender will, to the extent applicable, purchase such portion of outstanding Loans of the other Lenders and/or make such other adjustments as the Administrative Agent may determine to be necessary to cause the total Revolving Credit Commitments, Revolving Credit Loans, Letter of Credit participation pursuant to Section 2.03(b)(i) and Swing Line Loan participation pursuant to Section 2.04(c) of the Lenders under such Facilityto be on a pro rata basis in accordance with their respective Commitments under such Facility, whereupon such Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such Commitments and Loans of each Lender under such Facilitywill automatically be adjusted on a prospective basis to reflect the foregoing); provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while such Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

ARTICLE 3
TAXES, INCREASED COSTS PROTECTION AND ILLEGALITY

Section 3.01.Taxes.

(a)Unless otherwise required by any Law, any and all payments by any Loan Party to or for the account of any Agent or any Lender (which term shall, for purposes of this Section 3.01, include any L/C Issuer) under any Loan Document shall be made free and clear of and without deduction for any Taxes. If any Loan Party or other applicable withholding agent shall be required by any Laws to deduct any Non-Excluded Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to any Agent or any Lender, (i) the sum payable by the applicable Loan Party shall be increased as necessary so that after all required deductions (including deductions applicable to additional sums payable under this Section 3.01) have been made, each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable withholding agent shall make such deductions, (iii) the applicable withholding agent shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment, the applicable withholding agent (if it is not the Administrative Agent) shall furnish to the Administrative Agent the original or a certified copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other written proof of payment thereof that is reasonably satisfactory to the Administrative Agent.

(b)In addition, the Borrower and the Guarantors agree, jointly and severally, to pay any and all present or future stamp, court or documentary taxes and any other excise, property, intangible or mortgage recording taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as “Other Taxes”). For the avoidance of doubt, “Other Taxes” shall not include any Excluded Taxes.

(c)Without duplication, the Borrower and the Guarantors agree, jointly and severally, to indemnify each Agent and each Lender for the full amount of any Non-Excluded Taxes attributable to any sum payable under any Loan Document to any Agent or Lender and any Other Taxes (including any Non-Excluded Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts

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payable under this Section 3.01, and any such Non-Excluded Taxes or Other Taxes attributable to any payment made by or on account of any Guarantor) payable by such Agent or such Lender, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this Section 3.01(c) shall be made within thirty (30) days after the date such Lender or such Agent makes a demand therefor, but in no event earlier than ten (10) days before such Taxes are due and payable to the applicable Governmental Authority. If any Lender or Agent determines in its sole discretion that it is entitled to receive a refund in respect of any Non-Excluded Taxes or Other Taxes as to which indemnification or additional amounts have been paid to such Lender or Agent, as applicable, by any Loan Party pursuant to or in respect of Section 3.01 of this Agreement or the other Loan Documents, such Lender or Agent, as applicable, shall promptly apply for such refund unless, in the good faith judgment of such Lender or Agent, as applicable, applying for such refund would cause such Lender or Agent, as applicable, to suffer any material economic, legal or regulatory disadvantage. The Borrower shall reimburse the Lender or Agent, as applicable, for all reasonable out-of-pocket expenses (including Taxes) of the Lender or Agent incurred in pursuing such refund. If the Lender or Agent, as applicable, receives any such refund, it shall be governed by Section 3.01(d).

(d)If any Lender or Agent receives a refund (whether received in cash or applied by the taxing authority granting the refund to offset another tax obligation otherwise owed) in respect of any Non-Excluded Taxes or Other Taxes as to which indemnification or additional amounts have been paid to it by any Loan Party pursuant to or in respect of this Section 3.01 or pursuant to another Loan Document, it shall promptly remit such refund (including any interest included in such refund by the applicable taxing authority) to the Borrower, net of all reasonable out-of-pocket expenses (including Taxes) of the Lender or Agent, as the case may be; provided that the Borrower, upon the request of the Lender or Agent, as the case may be, agrees promptly to return such refund to such party in the event such party is required to repay such refund to the relevant taxing authority. Such Lender or Agent, as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant taxing authority (provided that such Lender or Agent may delete any information therein that such Lender or Agent deems confidential). Nothing herein contained shall interfere with the right of a Lender or Agent to arrange its Tax affairs in whatever manner it thinks fit nor oblige any Lender or Agent to claim any Tax refund or to disclose any information relating to its tax affairs or any computations in respect thereof or require any Lender or Agent to do anything that would prejudice its ability to benefit from any other refunds, credits, relief, remissions or repayments to which it may be entitled.

(e)Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 3.01(a) or Section 3.01(c) with respect to such Lender it will, if requested by the Borrower, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to avoid the consequences of such event, including to designate another Lending Office for any Loan or Letter of Credit affected by such event or to assign its rights and obligations with respect to such Loan or Letter of Credit to another of its offices, branches or affiliates; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and providedfurther that nothing in this Section 3.01(e) shall affect or postpone any of the Obligations of any Loan Party or the rights of the Lender pursuant to Section 3.01(a) and Section 3.01(c).

Section 3.02.Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based

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upon the Eurodollar Rate, then, on notice thereof specifying the circumstances giving rise to such determination by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Section 3.03.Inability To Determine Rates. If the Administrative Agent or the Required Lenders determine that for any reason (i) adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (ii) that the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, or (iii) that Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and the Interest Period of such Eurodollar Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders, if such suspension was initiated by the Required Lenders) revokes such notice. Upon receipt of any such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.

Section 3.04.Increased Cost And Reduced Return; Capital Adequacy; Reserves On Eurodollar Rate Loans.

(a)If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, in each case after the date hereof, or such Lender’s compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as the case may be) issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 3.04(a) any such increased costs or reduction in amount resulting from (i) Non-Excluded Taxes indemnifiable under Section 3.01, (ii) any Excluded Taxes and (iii) reserve requirements contemplated by Section 3.04(c)), then from time to time upon written demand of such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall, without duplication, pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction.

(b)If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, in each case after the date hereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender’s obligations hereunder (taking into consideration its policies with respect to capital adequacy and

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such Lender’s desired return on capital), then from time to time upon written demand of such Lender setting forth in reasonable detail the charge and the calculation of such reduced rate of return (with a copy of such demand to the Administrative Agent given in accordance with Section 3.06), the Borrower shall, without duplication pay to such Lender such additional amounts as will compensate such Lender for such reduction.

(c)The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits, additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive in the absence of manifest error), and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurodollar Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error) which in each case shall be due and payable on each date on which interest is payable on such Loan; provided that the Borrower shall have received at least ten (10) days’ prior notice (with a copy to the Administrative Agent) of such additional interest or cost from such Lender. If a Lender fails to give notice ten (10) days prior to the relevant Interest Payment Date, such additional interest or cost shall be due and payable ten (10) days from receipt of such notice.

(d)If any Lender requests compensation under this Section 3.04, then such Lender will, if requested by the Borrower, use commercially reasonable efforts (subject to such Lender’s overall internal policies of general application and legal and regulatory restrictions) to avoid the consequences of such event, including to designate another Lending Office for any Loan or Letter of Credit affected by such event or to assign its rights and obligations with respect to such Loan or Letter of Credit to another of its offices, branches or affiliates; provided that such efforts are made on terms that, in the reasonable judgment of such Lender, cause such Lender and its Lending Office(s) to suffer no material economic, legal or regulatory disadvantage, and provided, further that nothing in this Section 3.04(d) shall affect or postpone any of the Obligations of the Borrower or the rights of such Lender pursuant to Section 3.04(a), Section 3.04(b) or Section 3.04(c).

Section 3.05.Funding Losses. Upon demand of any Lender from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a)any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

(b)any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower;

including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained.

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For purposes of calculating amounts payable by a Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. A certificate of such Lender submitted to the Borrower (through the Administrative Agent) with respect to any amounts owing under this Section 3.05 shall be conclusive absent manifest error.

Section 3.06.Matters Applicable To All Requests For Compensation.

(a)Any Agent or any Lender claiming compensation under this Article 3 shall deliver a certificate to the Borrower setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder, which shall be conclusive in the absence of manifest error. In determining such amount, such Agent or such Lender may use any reasonable averaging and attribution methods.

(b)With respect to any Lender’s claim for compensation under Section 3.01, Section 3.02, Section 3.03 or Section 3.04, the Borrower shall not be required to compensate such Lender for any amount incurred more than three hundred and sixty-five (365) days prior to the date that such Lender notifies the Borrower of the event that gives rise to such claim; provided that, if the circumstance giving rise to such increased cost or reduction is retroactive, then such three hundred and sixty-five (365) day period referred to above shall be extended to include the period of retroactive effect thereof. If any Lender requests compensation by the Borrower under Section 3.04, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or continue Eurodollar Rate Loans from one Interest Period to another, or to convert Base Rate Loans into Eurodollar Rate Loans, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 3.06(c) shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested.

(c)If the obligation of any Lender to make or continue any Eurodollar Rate Loan from one Interest Period to another, or to convert Base Rate Loans into Eurodollar Rate Loans shall be suspended pursuant to Section 3.06(b) hereof, such Lender’s Eurodollar Rate Loans shall be automatically converted into Base Rate Loans on the last day(s) of the then current Interest Period(s) for such Eurodollar Rate Loans (or, in the case of an immediate conversion required by Section 3.02, on such earlier date as required by Law) and, unless and until such Lender gives notice as provided below that the circumstances specified in Section 3.01, Section 3.02, Section 3.03 or Section 3.04 hereof that gave rise to such conversion no longer exist:

(i)to the extent that such Lender’s Eurodollar Rate Loans have been so converted, all payments and prepayments of principal that would otherwise be applied to such Lender’s Eurodollar Rate Loans shall be applied instead to its Base Rate Loans; and

(ii)all Loans that would otherwise be made or continued as Eurodollar Rate Loans from one Interest Period to another by such Lender shall be made or continued instead as Base Rate Loans, and all Base Rate Loans of such Lender that would otherwise be converted into Eurodollar Rate Loans shall remain as Base Rate Loans.

(d)If any Lender gives notice to a Borrower (with a copy to the Administrative Agent) that the circumstances specified in Section 3.01, Section 3.02, Section 3.03 or Section 3.04 hereof that gave rise to the conversion of such Lender’s Eurodollar Rate Loans pursuant to this Section 3.06 no longer exist (which such Lender agrees to do promptly upon such circumstances ceasing to exist) at a time when Eurodollar Rate Loans made by other Lenders are outstanding, such Lender’s Base Rate Loans

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shall be automatically converted irrespective of whether such conversion results in greater than five (5) Interest Periods being outstanding under this Agreement, on the first day(s) of the next succeeding Interest Period(s) for such outstanding Eurodollar Rate Loans, to the extent necessary so that, after giving effect thereto, all Loans held by the Lenders holding Eurodollar Rate Loans and by such Lender are held pro rata (as to principal amounts, interest rate basis, and Interest Periods) in accordance with their respective Commitments.

Section 3.07.Replacement Of Lenders Under Certain Circumstances.

(a)If at any time (x) the Borrower becomes obligated to pay additional amounts or indemnity payments described in Section 3.01(a) or (c) or Section 3.02 as a result of any condition described in such Sections or any Lender ceases to make Eurodollar Rate Loans as a result of any condition described in Section 3.04, (y) any Lender becomes a Defaulting Lender or (z) any Lender becomes a Non-Consenting Lender, then the Borrower may, on five (5) Business Days’ prior written notice to the Administrative Agent and such Lender, replace such Lender (in its capacity as a Lender under the applicable Facility, if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) by causing such Lender to (and such Lender shall be obligated to) assign pursuant to Section 10.07(b) (with the assignment fee to be paid by the Borrower in such instance) all of its rights and obligations under this Agreement (in respect of the applicable Class of Loans or Commitments if the underlying matter in respect of which such Lender has become a Non-Consenting Lender relates to a certain Class of Loans or Commitments) to one or more Eligible Assignees (together with any consents that would be required pursuant to Section 10.07 for an assignment to such Eligible Assignee); provided that (i) in the case of any Eligible Assignees in respect of Non-Consenting Lenders, the replacement Lender shall agree to the consent, waiver or amendment to which the Non-Consenting Lender did not agree and (ii) neither the Administrative Agent nor any Lender shall have any obligation to the Borrower to find a replacement Lender or other such Person.

(b)Any Lender being replaced pursuant to Section 3.07(a) above shall (i) execute and deliver an Assignment and Assumption with respect to such Lender’s Commitment and outstanding Loans of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, and (ii) deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent. Pursuant to such Assignment and Assumption, (i) the assignee Lender shall acquire all or a portion, as the case may be, of the assigning Lender’s Commitment and outstanding Loans of the applicable Class and, if applicable, participations in L/C Obligations and Swing Line Loans, (ii) all obligations of the Borrower owing to the assigning Lender relating to the Loans and participations so assigned shall be paid in full by the assignee Lender to such assigning Lender concurrently with such assignment and assumption and (iii) upon such payment and, if so requested by the assignee Lender, delivery to the assignee Lender of the appropriate Note or Notes executed by the Borrower, the assignee Lender shall become a Lender hereunder and the assigning Lender shall cease to constitute a Lender hereunder with respect to such assigned Loans, Commitments and participations, except with respect to indemnification provisions under this Agreement, which shall survive as to such assigning Lender.

(c)Notwithstanding anything to the contrary contained above, (i) thea Lender that acts as thean L/C Issuer may not be replaced hereunder at any time that it has any Letter of Credit outstanding hereunder unless arrangements reasonably satisfactory to such L/C Issuer (including the furnishing of a back-up standby letter of credit in form and substance, and issued by an issuer satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements satisfactory to such L/C Issuer) have been made with respect to such

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outstanding Letter of Credit and (ii) the Lender that acts as the Administrative Agent may not be replaced in such capacity hereunder except in accordance with the terms of Section 9.10.

(d)In the event that (i) the Borrower or the Administrative Agent has requested that the Lenders consent to a departure or waiver of any provisions of the Loan Documents or to agree to any amendment thereto, (ii) the consent, waiver or amendment in question requires the agreement of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 or all the Lenders with respect to a certain Class of Loans or Commitments and (iii) the Required Lenders have agreed to such consent, waiver or amendment, then any Lender who does not agree to such consent, waiver or amendment shall be deemed a “Non-Consenting Lender.”

(e)In the event that any Revolving Credit Lender shall become a Defaulting Lender or S&P, Moody’s and Thompson’s BankWatch (or InsuranceWatch Ratings Service, in the case of Lenders that are insurance companies (or Best’s Insurance Reports, if such insurance company is not rated by Insurance Watch Ratings Service)) shall, after the date that any Lender becomes a Revolving Credit Lender, downgrade the long term certificate deposit ratings of such Lender, and the resulting ratings shall be below BBB-, Baa3 and C (or BB, in the case of a Lender that is an insurance company (or B, in the case of an insurance company not rated by InsuranceWatch Ratings Service)) (or, with respect to any Revolving Credit Lender of a particular Classthat is not rated by any such ratings service or provider, the L/C Issuer orIssuers of such Class (or with respect to a Tranche B Revolving Credit Lender, the Swing Line Lender)shall have reasonably determined that there has occurred a material adverse change in the financial condition of any such Lender, or a material impairment of the ability of any such Lender to perform its obligations hereunder, as compared to such condition or ability as of the date that any such Lender became a Revolving Credit Lender) then the L/C Issuer orIssuers of such Class (or with respect to a Tranche B Revolving Credit Lender, the Swing Line Lender)shall have the right, but not the obligation, at the Borrower’s expense, upon notice to such Lender and the Administrative Agent, to replace such Lender with an assignee (in accordance with and subject to the restrictions contained in Section 10.07(b)), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 10.07(b), including, for the avoidance of doubt, the prior written consent of the Borrower to the extent otherwise required by Section 10.07(b)) all its interests, rights and obligations in respect of its Revolving Credit Commitment to such assignee; provided, however, that no such assignment shall conflict with any law, rule and regulation or order of any Governmental Authority.

Section 3.08.Survival. All of the Borrower’s obligations under this Article 3 shall survive any assignment of rights by, or the replacement of, a Lender (including any L/C Issuer) and the termination of the Aggregate Commitments and repayment of all other Obligations hereunder for a period of three hundred and sixty-five (365) days from the date of such assignment, replacement or termination and repayment, as applicable. Subject in all cases to the foregoing sentence, failure or delay on the part of any Lender to demand compensation or reimbursement pursuant to this Article 3 shall not constitute a waiver of such Lender’s right to demand such compensation or reimbursement; provided that the Borrower shall not be required to compensate or reimburse a Lender pursuant to this Article 3 for any increased costs or reductions in return incurred or accrued more than three hundred and sixty-five (365) days prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such demand for compensation or reimbursement; provided, further that if any of the circumstances giving rise to such increased costs or reductions in return are retroactive, then the three hundred and sixty-five (365) day period referred to in the preceding proviso shall be extended to include the period of retroactive effect.

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ARTICLE 4
CONDITIONS PRECEDENT

Section 4.01.Conditions To Initial (Closing Date) Credit Extension. The obligation of each Lender to make the Credit Extensions hereunder on the Closing Date is subject to satisfaction of the following conditions precedent, subject in all respects to the final paragraph of this Section 4.01:

(a)The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified, and each executed by a Responsible Officer of the signing Loan Party:

(i)executed counterparts of this Agreement;

(ii)a Note executed by the Borrower in favor of each Lender requesting a Note at least two (2) Business Days prior to the Closing Date, if any;

(iii)the Guaranty and Security Agreement, duly executed by each of the Loan Parties, together with, if applicable:

(A)certificates representing the Pledged Equity referred to therein, accompanied by undated stock powers executed in blank or, if applicable, other appropriate instruments of transfer and instruments evidencing the Pledged Debt, if any, indorsed in blank,

(B)copies of all lien searches with respect to the Collateral, conducted by a search firm reasonable acceptable to the Administrative Agent in such locations as the Administrative Agent shall have requested, together with copies of the financing statements (or similar documents) disclosed by such searches, and accompanied by evidence that any Liens indicated in any such financing statement (x) that are not permitted by Section 7.01 have been or contemporaneously will be released or terminated (or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent) and (y) that are not Permitted Prior Liens will be subordinated to the Lien of the Administrative Agent created by the Collateral Documents, and all proper financing statements, duly prepared for filing under the UCC necessary in order to perfect and protect the Liens created under the Guaranty and Security Agreement (in the circumstances and to the extent required under such Guaranty and Security Agreement), covering the Collateral of the Loan Parties described in the Guaranty and Security Agreement;

(iv)the Intellectual Property Security Agreement, duly executed by each of the relevant Loan Parties, together with evidence that all action that is necessary in order to perfect and protect the Liens on Material Intellectual Property created under the Intellectual Property Security Agreement (in the circumstances and to the extent required under such Guaranty and Security Agreement) has been taken;

(v)the Mortgages, duly executed by each of the relevant Loan Parties, together with evidence of compliance with the Mortgage Requirement for the Mortgaged Property subject to such Mortgage;

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(vi)all Deposit Account Control Agreements, duly executed by the corresponding Deposit Account Bank and Loan Party, that, in the reasonable judgment of the Administrative Agent, shall be required for the Loan Parties to comply with Section 6.13; and

(vii)Securities Account Control Agreements duly executed by the appropriate Loan Party and (1) all “securities intermediaries” (as defined in the UCC) with respect to all Securities Accounts and securities entitlements of the Borrower and each Guarantor and (2) all “commodities intermediaries” (as defined in the UCC) with respect to all commodities contracts and commodities accounts held by the Borrower and each Guarantor, that, in the reasonable judgment of the Administrative Agent, shall be required for the Loan Parties to comply with Section 6.13.

(b)The Administrative Agent’s receipt of the following, each of which shall be originals or facsimiles or electronic copies (followed promptly by originals) unless otherwise specified;

(i)an opinion of (A) Perkins Coie LLP, special counsel for the Loan Parties, and (B) each local counsel for the Loan Parties listed on Schedule VII, in each case, dated the Closing Date and addressed to each L/C Issuer, the Administrative Agent and the Lenders, and their successors, assigns and participants permitted under this Agreement, in each case in form and substance reasonably satisfactory to the Administrative Agent;

(ii)(A) a copy of the certificate or articles of incorporation or organization, including all amendments thereto, of each Loan Party, certified, if applicable, as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing (where relevant) of each Loan Party as of a recent date, from such Secretary of State or similar Governmental Authority and (B) a certificate of Responsible Officers of each Loan Party dated the Closing Date and certifying (w) that attached thereto is a true and complete copy of the by-laws or operating (or limited liability company) agreement of such Loan Party as in effect on the Closing Date, (x) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (y) that the certificate or articles of incorporation or organization of such Loan Party have not been amended since the later of (1) the date of the certificate of good standing or (2) the date of the last amendment thereto shown on the certified copy of the certificate or articles of incorporation or organization, in ease case, furnished pursuant to clause (A) above, and (z) as to the incumbency and specimen signature of each officer executing any Loan Document on behalf of such Loan Party and countersigned by another officer as to the incumbency and specimen signature of the Responsible Officer executing the certificate pursuant to clause (B) above; and

(iii)a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (d),(e), (f), (g), (i), (j), (k) and(l) of this Article 4.

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(c)The Administrative Agent shall have received, not later than five (5) Business Days prior to the Closing Date, all documentation and other information with respect to the Borrower and the Guarantors required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

(d)Since December 29, 2009, after giving effect to the Transactions, there has not been any change, development or event that, individually or in the aggregate, has had or would reasonably be expected to have, a Material Adverse Effect.

(e)No Indebtedness (of the type specified in clause (a) of the definition of “Indebtedness”) of Holdings or the Restricted Subsidiaries shall remain outstanding as of the Closing Date (after giving effect to the Transactions), other than (i) Indebtedness pursuant to the Loan Documents, (ii) the Senior Notes and (iii) Surviving Indebtedness.

(f)To the extent applicable, Holdings and its Restricted Subsidiaries are in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act, in each case, except to the extent any non-compliance could not reasonably be expected to have a Material Adverse Effect. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended;

(g)On or before the Closing Date, the Borrower shall have received the Equity Contribution;

(h)The Administrative Agent’s receipt of a certificate from the Treasurer of the Borrower, in form and substance reasonably acceptable to the Administrative Agent, certifying that Holdings and its Restricted Subsidiaries, on a consolidated basis after giving effect to the Transactions, are Solvent;

(i)Payment of all fees and expenses due to the Arranger and the Lenders under any Fee Letter or any Loan Document that are required to be paid on the Closing Date from the proceeds of the initial funding under the Credit Extensions.

(j)On the Closing Date, prior to and after giving effect to any Credit Extensions made hereunder, the Senior Secured Leverage Ratio of the Borrower shall not exceed 3.00:1.00.

(k)Copies of (i) audited consolidated financial statements for Holdings and its Restricted Subsidiaries for Fiscal Years 2007, 2008 and 2009 (pro forma for the Resort Spin-Off), (ii) pro forma consolidated and consolidating balance sheets of Holdings and its Restricted Subsidiaries (after giving effect to the Resort Spin-Off) as at the Closing Date and reflecting the consummation of the Transactions, the related financings and other transactions contemplated by the Loan Documents, with such pro forma financial statements to be in form and substance satisfactory to the Administrative Agent and (iii) the projections of Holdings and its Restricted Subsidiaries for Fiscal Year 2010 through and including Fiscal Year 2011 (after giving effect to the Resort Spin-Off).

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(l)The Administrative Agent shall be reasonably satisfied that (i) subject only to the funding of the initial Loans hereunder, all conditions precedent to the consummation of the Transactions shall have been satisfied or waived with the consent of the Administrative Agent; and (ii) subject only to the funding of the initial Loans hereunder, the Transactions shall have been consummated in accordance with the Transaction Documents in form and substance reasonably satisfactory to the Administrative Agent and all applicable Laws and all representations and warranties contained in the Transaction Documents shall be true and correct in all material respects (and in all respects if qualified by materiality) on the Closing Date.

Notwithstanding anything to the contrary in this Section 4.01, to the extent that any Collateral (or the creation or perfection of any security interest therein), in each case intended to be made or granted (determined in accordance with the principles set forth in Sections 6.12 and6.18) is not or cannot be made or granted on the Closing Date (other than (i) UCC lien searches, (ii) the pledge and perfection of collateral with respect to which a lien may be perfected upon the Closing Date solely by the filing of financing statements under the UCC and (iii) the pledge and perfection of security interests in the Equity Interests of the Subsidiaries with respect to which a lien may be perfected upon the Closing Date by the delivery of a stock certificate) after use by the Borrower of commercially reasonable efforts to do so or without undue burden or expense, then the provision of any such Collateral (or creation or perfection of a security interest therein) shall not constitute a condition precedent to the Closing Date but shall be required to be delivered within the time periods specified in Section 6.18. It is acknowledged and agreed that the Collateral Documents set forth in Section 6.18 shall not be provided on the Closing Date but shall be delivered within the periods specified in Section 6.18 (or such longer period as the Administrative Agent, in its sole discretion, shall have agreed).

Section 4.02.Conditions To All Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension is subject to satisfaction of the following conditions precedent:

(a)The representations and warranties of the Borrower and each other Loan Party contained in Article 5 or any other Loan Document shall be true and correct in all material respects (and in all respects if qualified by materiality) on and as of the date of such Credit Extension, except (i) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if qualified by materiality) as of such earlier date and (ii) that for purposes of this Section 4.02, the representations and warranties contained in Section 5.05(a) shall be deemed to refer (A) on the Closing Date, the to the most recent financial statements furnished pursuant to Section 4.01(k) and (B) thereafter, to the most recent financial statements furnished pursuant to Section6.01(a) and Section 6.01(b) and, in the case of the financial statements furnished pursuant to Section 6.01(b), the representations contained in Section 5.05(a), as modified by this clause (ii), shall be qualified by the statement that such financial statements are subject to the absence of footnotes and year-end audit adjustments.

(b)No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds therefrom.

(c)The Administrative Agent and, if applicable, the L/C Issuer of the applicable Classor the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Section 4.02(a) and Section 4.02(b) have been

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satisfied on and as of the date of the applicable Credit Extension. The foregoing sentence shall not apply to requests by the Borrower to convert Loans from one Type to another or to continue Interest Periods with respect to Eurodollar Rate Loans.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES

Each of the Borrower and Holdings represents and warrants to the Administrative Agent and the Lenders at the time of each Credit Extension that:

Section 5.01.Existence, Qualification And Power; Compliance with Laws. Holdings and each Restricted Subsidiary (a) is a Person duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority to (i) own or Lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and in good standing under the Laws of each jurisdiction where its ownership, Lease or operation of properties or the conduct of its business requires such qualification, (d) is in compliance with all Laws, writs, injunctions and orders and (e) has all requisite governmental licenses, authorizations, consents, Permits and other approvals to operate its business as currently conducted; except in each case referred to in clauses (d) or (e), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 5.02.Authorization; No Contravention.

(a)The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party are within such Loan Party’s corporate or other powers and have been duly authorized by all necessary corporate or other organizational action.

(b)The execution, delivery and performance by each Loan Party of each Loan Document to which such Loan Party is a party and, as of the Closing Date only, the consummation of the Transactions by Holdings and its Restricted Subsidiaries do not and will not (i) contravene the terms of any of Holdings or such Restricted Subsidiary’s Organization Documents, (ii) conflict with or result in any default, breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01), or require any payment (except for Indebtedness to be repaid on or prior to the Closing Date in connection with the Transactions) to be made under (A) any (1) Surviving Indebtedness or (2) other Contractual Obligation to which Holdings or any Restricted Subsidiary is a party or affecting Holdings or any Restricted Subsidiary or the property of Holdings or any Restricted Subsidiary or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which Holdings or any Restricted Subsidiary or its property is subject; or (iii) violate any Law; except with respect to any conflict, default, breach, contravention, payment or violation referred to in clause (ii) or clause (iii), to the extent that such conflict, breach, contravention, payment or violation could not reasonably be expected to have a Material Adverse Effect.

Section 5.03.Governmental Authorization; Other Consents; Liquor Licenses. (a)(a)No Permit or other approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan

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Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings and other actions necessary to perfect the Liens on the Collateral granted by the Loan Parties in favor of the Secured Parties, (ii) the Permits, approvals, consents, exemptions, authorizations, actions, notices and filings that have been duly obtained, taken, given or made and are in full force and effect (and copies of which have been delivered to the Administrative Agent on or prior to the Closing Date) and (iii) those Permits, approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have a Material Adverse Effect.

(a)(b)Each Liquor License issued in connection with any Material Real Property as of the Closing Date is set forth on Schedule 5.03(b). Each Liquor License issued to any Restricted Subsidiary (or any other Person with respect to the sales of alcoholic beverages on the property of a Restricted Subsidiary) is validly issued and in full force and effect and the applicable Restricted Subsidiary (or such other Person) has the legal right to sell alcoholic beverages at the property described in such Liquor License. The applicable Restricted Subsidiary (or such other Person) has the legal right to utilize each Liquor License held in connection with the operation of any restaurant, bar or other alcoholic beverage service located at any Material Real Property that is the subject of such Liquor License. All revenues and receipts generated from the sales of alcoholic beverages at any Material Real Property pursuant to a Liquor License are collected either by the licensee thereunder or the applicable Restricted Subsidiary (or such other Person).

(b)(c)With respect to any Liquor License necessary to serve or sell liquor, beer, wine and other alcoholic beverages from any restaurants, snack bars, bars, mini bars, lounges and other food and beverage sales locations located within any of the Material Real Properties, to the extent that any such Liquor License is held by Persons other than Holdings and its Restricted Subsidiaries (including not-for-profit corporations and other legal entities Controlled by Affiliates of Holdings and its Subsidiaries), Holdings or the applicable Restricted Subsidiary (i) has entered into, or (ii) solely with respect to Liquor LicencesLicenses issued in connection with The Club at Viniterra, Nashville City Club and Carolina Club, has used commercially reasonably efforts to enter into, a Liquor License Arrangement (including, without limitation, a management or concession agreement) reasonably satisfactory to the Administrative Agent with respect to such Liquor License.

Section 5.04.Binding Effect. This Agreement and each other Loan Document has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document constitutes a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by bankruptcy insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity.

Section 5.05.Financial Statements; No Material Adverse Effect.

(a)The Borrower has heretofore furnished to the Lenders its consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of Holdings and its Restricted Subsidiaries (i) as of the end of and for each Fiscal Year of the Borrower in the three-Fiscal Year period ended December 29, 2009, audited by and accompanied by the opinion of Deloitte & Touche LLP, and (ii) as of and for each subsequent Fiscal Quarter ended at least forty-five (45) days prior to the Closing Date, certified by its chief financial officer. Such financial statements fairly present in all material respects the financial condition and results of operations of Holdings and its Restricted Subsidiaries as of such dates and for such periods. Such financial statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly

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noted therein and subject, in the case of quarterly financial statements, to the absence of footnotes and to normal year-end adjustments.

(b)The Borrower has heretofore delivered to the Lenders the unaudited pro forma consolidated balance sheets and related pro forma statement of income of Holdings and its Restricted Subsidiaries as of and for the twelve-month period ended on the last day of the most recently completed four-Fiscal Quarter period ended at least ninety (90) days prior to the Closing Date (if such period is a Fiscal Year) or at least forty-five (45) days prior to the Closing Date (if such period is a Fiscal Quarter), prepared after giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such statement of income, on the first day of the twelve-month period ending on such date.

(c)Since December 29, 2009, after giving effect to the Transactions, there has not been any change, development or event that, individually or in the aggregate, has had or could reasonably be expected to have, a Material Adverse Effect.

(d)The forecasts of consolidated balance sheet, income statement and cash flow statement of Holdings and its Restricted Subsidiaries for each Fiscal Year of the Borrower ending after the Closing Date until the latest scheduled termination of all Commitments hereunder, copies of which have been furnished to the Administrative Agent and the initial Lenders prior to the Closing Date, have been prepared in good faith based upon reasonable assumptions at the time made in light of the conditions existing at the time of delivery of such forecasts, it being understood that such forecasts, as to future events, are not to be viewed as facts, that actual results during the period or periods covered by any such forecasts may differ from the forecasted results and that such differences may be material and that such forecasts are not a guarantee of financial performance.

Section 5.06.Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of Holdings or any Restricted Subsidiary, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Holdings or any Restricted Subsidiary or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document or (b) either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.07.Ownership of Property; Liens; Material Agreements.

(a)Each Restricted Subsidiary has good marketable and insurable title in fee simple to, or valid and indefeasible leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct its business and to utilize such assets for their intended purposes and Liens permitted by Section 7.01.

(b)Set forth on Schedule 5.07(b) is a complete and accurate list of all real property owned, leased or managed by any Restricted Subsidiary as of the Closing Date, showing the street address and state.

(c)A true and complete copy of each Material Lease has been delivered to the Administrative Agent, and except as set forth on Schedule 5.07(c), the Ground Leases or a memorandum thereof have been duly recorded. No Material Lease restricts the use of any portion of any Material Real Property by any Restricted Subsidiary that is party to such Material Lease, or its successors or its assigns, in a manner that could reasonably be expected to result in a Material Adverse Effect.

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(d)Each Material Agreement (i) is in full force and effect and no default has occurred thereunder and (ii) to the knowledge of Holdings or any Restricted Subsidiary, there is not any existing condition which, but for the passage of time or the giving of notice or both, would result in a default under the terms of any such Material Agreement, except in each case for such defaults that could not reasonably be expected to result in a Material Adverse Effect.

Section 5.08.Environmental Compliance.

(a)There are no pending or, to the knowledge of any Restricted Subsidiary, threatened, actions, suits, proceedings, demands or claims alleging potential liability or responsibility for violation of, or liability under, any Environmental Law and relating to businesses, operations or properties of any Restricted Subsidiary that could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b)Except as could not reasonably be expected to have a Material Adverse Effect, (i) none of the properties currently or, to the knowledge of Holdings or any Restricted Subsidiary, formerly owned, leased or operated by Holdings or any Restricted Subsidiary is listed or formally proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list; (ii) there are no and, to the knowledge of Holdings or any Restricted Subsidiary, never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been discharged, treated, stored or disposed on, at or under any property currently owned or operated by Holdings or any Restricted Subsidiary or, to its knowledge, on, at or under any property formerly owned, leased or operated by Holdings or any Restricted Subsidiary during or prior to the period of such ownership or operation; (iii) there is no asbestos or asbestos-containing material on or at any property currently owned or operated by Holdings or any Restricted Subsidiary; and (iv) there has been no Release of Hazardous Materials on, at, under or from any property currently, or to the knowledge of Holdings or any Restricted Subsidiary, formerly owned or operated by Holdings or any Restricted Subsidiary or, to the knowledge of Holdings or any Restricted Subsidiary, any offsite locations to which Holdings or any Restricted Subsidiary sent any wastes for treatment or disposal.

(c)The real property and material personal property currently owned or operated by any Restricted Subsidiary does not, in each case, contain any Hazardous Materials in amounts or concentrations that (i) constitute, or constituted a violation of, (ii) require response or remedial action under, or (iii) could result in Holdings or such Restricted Subsidiary incurring liability under Environmental Laws; which violations, remedial actions and liabilities, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect.

(g)None of Holdings or any Restricted Subsidiary is undertaking, and none of Holdings or any Restricted Subsidiary has completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for any such investigation or assessment or remedial or response action that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(d)All Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by Holdings or any Restricted Subsidiary have been disposed of in a manner which could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect.

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(e)Holdings and each Restricted Subsidiary has made available to the Administrative Agent and the Lenders all (i) material environmental investigations and studies and (ii) environmental reviews or other material environmental analysis, that, in each case, are in the possession of Holdings or any Restricted Subsidiary and relate to the business operations or property of Holdings or any Restricted Subsidiary.

Section 5.09.Taxes. Holdings and each Restricted Subsidiary has timely filed all tax returns and reports required to be filed, has timely paid all taxes levied or imposed upon it or its properties, income or assets (including in its capacity as a withholding agent) and has made adequate provision (in accordance with GAAP) for all Taxes not yet due and payable, except (a) those Taxes which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP or (b) with respect to which the failure to make such filing, payment or provision could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect. There are no current, pending or threatened audits, assessments, deficiencies, proceedings or claims that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.10.ERISA Compliance.

(a)Schedule 5.10(a) sets forth, as of the date hereof, a true and complete list of and separately identifies all Pension Plans, Foreign Plans and Multiemployer Plans. Each Pension Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Laws. Each Pension Plan that is intended to qualify under Section401(a) of the Code has either received a favorable determination letter from the IRS or an application for such a letter has been or will be submitted to the IRS within the applicable required time period with respect thereto and, to the knowledge of Holdings or any Restricted Subsidiary, nothing has occurred which could reasonably be expected to prevent, or cause the loss of, such qualification. In the five years preceding the Closing Date, Holdings and each Restricted Subsidiary and each of its ERISA Affiliates have made, in all material respects, all required contributions to each Pension Plan, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 or 430 of the Code has been made with respect to any Pension Plan.

(b)There are no pending or, to the knowledge of Holdings or any Restricted Subsidiary, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Pension Plan that could reasonably be expected to have a Material Adverse Effect. To the knowledge of Holdings or any Restricted Subsidiary, there has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Pension Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c)Except as set forth on Schedule 5.10(c), no ERISA Event has occurred or is reasonably expected to occur and none of Holdings or any Restricted Subsidiary nor any of their ERISA Affiliates has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA, except, with respect to each of the foregoing clauses of this Section 5.10(c), as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

(d)Each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable requirements of Laws and has been maintained, where required, in good standing with applicable regulatory authorities, except for any noncompliance which could not reasonably be expected to result in a Material Adverse Effect. None Holdings or any Restricted Subsidiary nor any of their ERISA Affiliates has incurred any obligation, contingent or otherwise, in

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connection with any termination, wind up or withdrawal with respect to any Foreign Plan, except as could not reasonably be expected to result in a Material Adverse Effect.

Section 5.11.Subsidiaries; Equity Interests. As of the Closing Date, none of Holdings or any Restricted Subsidiary has any Subsidiaries other than those specifically disclosed on Schedule 5.11, and all of the outstanding Equity Interests in such Subsidiaries are owned directly by the Person(s) set forth on Schedule 5.11 and are free and clear of all Liens except (a) those created under the Collateral Documents and (b) any nonconsensual Lien that is permitted under Section 7.01. As of the Closing Date, Schedule 5.11 (i) sets forth the name and jurisdiction of each Subsidiary and (ii) sets forth the ownership interest of thesuch Person(s) in each Subsidiary, including the percentage of such ownership.

Section 5.12.Margin Regulations; Investment Company Act.

(a)No proceeds of any Borrowings or drawings under any Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock in violation of Regulation U issued by the FRB.

(b)None of Holdings or its Restricted Subsidiaries is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 5.13.Disclosure. (a)    No report, financial statement, certificate or other information furnished by or on behalf of Holdings or any Restricted Subsidiary to any Agent or any Lender in connection with the transactions contemplated by the Loan Documents and the negotiation of the Loan Documents or delivered hereunder or any other Loan Document, when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that with respect to (a) financial estimates, projected financial information and other forward-looking information and (b) information of a general economic or general industry nature, the Borrower represents and warrants only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time of preparation; it being understood that projections, as to future events, are not to be viewed as facts, that actual results during the period or periods covered by any such projections may differ from the projected results and that such differences may be material and that projections are not a guarantee of financial performance.

(b)Holdings and each Restricted Subsidiary has provided the Administrative Agent and the Lenders with (i) information that describes the current schedule of membership initiation fees, related accounts receivable and other charges with respect to its golf club and non-golf club (i.e., business and sporting club) businesses (including the Membership Deposit Liabilities) and (ii) information regarding the total number of members at each such club as of the Closing Date.

Section 5.14.Intellectual Property; Licenses, Etc. Holdings and each Restricted Subsidiary owns, or possesses the right to use, all of the patents, trademarks, service marks, trade dress, internet domain names, copyrights, trade secrets, and know-how, and applications for registration of or goodwill associated with the foregoing, as applicable (collectively, “IP Rights”) that are necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except to the extent such failure to own or possess the right to use or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of Holdings and any Restricted Subsidiary, the conduct of Holdings’ and each of its Restricted Subsidiaries’ business does not infringe upon the intellectual property rights held by any other Person except for such infringements, individually or in the aggregate, which could not reasonably be expected to have a

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Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of Holdings or any Restricted Subsidiary, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Section 5.15.Solvency. On the date of any Credit Extension made hereunder, both prior to and after giving effect to such Credit Extension, Holdings and its Restricted Subsidiaries, on a consolidated basis, are Solvent.

Section 5.16.Perfection, Etc. Except as otherwise contemplated hereby or under any other Loan Documents, all filings and other actions necessary to perfect and protect the Liens on the Collateral created under, and as required by, the Collateral Documents have been duly made or taken or otherwise provided for (to the extent required hereby or by the applicable Collateral Documents) and are in full force and effect and the Collateral Documents create in favor of the Administrative Agent for the benefit of the Secured Parties a valid and, together with such filings and other actions (to the extent required hereby or by the applicable Collateral Documents), perfected first priority Lien in the Collateral, securing the payment of the Secured Obligations, subject only to Permitted Prior Liens. The Loan Parties are the legal and beneficial owners of the Collateral free and clear of any Lien, except for the Liens created or permitted under the Loan Documents.

Section 5.17.Compliance with Laws Generally. None of Holdings or its Restricted Subsidiaries, with respect to itself, its material properties and the use of such material properties, is in violation of any applicable Law, or is in default with respect to any judgment, writ, injunction, decree or order of any Governmental Authority, except for such violations or defaults that (a) are being contested in good faith by appropriate proceedings and (b) individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 5.18.Labor Matters. Except as in the aggregate has not had and could not reasonably be expected to have a Material Adverse Effect, there are no strikes, lockouts or slowdowns against Holdings or any Restricted Subsidiary pending or, to the knowledge of Holdings and any Restricted Subsidiary, threatened.

Section 5.19.Senior Debt. The Obligations constitute “Senior Debt” and “Designated Senior Debt” (or any other terms of similar meaning and import) under the Senior Notes Indenture, any Permitted Subordinated Indebtedness and any (subordinated, with respect to the Senior Notes) Permitted Refinancing thereof.

Section 5.20.Limitations on Holdings and Certain Subsidiaries. (a)    Holdings has not (i) created, incurred, assumed or suffered to exist any Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a)(i) and nonconsensual Liens to the extent permitted under Section 7.01) or (ii) conducted or engaged in any operations or business other than (A) those incidental to its ownership of the Equity Interests of the Borrower, (B) the maintenance of its legal existence, (C) the performance of the Loan Documents and the Management Agreement, (D) any Qualifying IPO or any other issuance of its Equity Interests not prohibited by Article 7, (E) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under Article 7 (including the incurrence of Permitted Unsecured Indebtedness), (F) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries and (G) holding any cash or property received in connection with Restricted Payments made by the Restricted Subsidiaries pursuant to Section 7.06 pending application thereof by Holdings. After giving effect to any transactions and related payments permitted under clauses (i) or (ii) above, Holdings does not have any

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material assets (other than the Equity Interests of the Borrower) or any material liabilities (other than any Permitted Unsecured Indebtedness).

(b)No Dormant Subsidiary (i) has created, incurred, assumed or suffered to exist any Liens on its assets or property; (ii) conducts or engages in any operations or business, other than (A) those incidental to its dissolution or sale, in each case to the extent not prohibited under this Agreement, (B) maintaining its legal existence, and (C) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries; or (iii) has any liabilities (including Indebtedness) other than (A) liabilities that, in the aggregate, are not material or (B) Membership Deposit Liabilities. Neither the total assets nor the total revenues of all Dormant Subsidiaries, in each case, taken together, exceed 1% of the Borrower’s consolidated total assets or consolidated total revenues, respectively.

(c)The aggregate Fair Market Value of all property and assets transferred to, contributed to or otherwise held (as valued at the time of designation of each applicable Subsidiary pursuant to Section 6.17) by all Prepayment Unrestricted Subsidiaries (other than Dormant Subsidiaries), taken together, in each case, that were property or assets held by Holdings or its Subsidiaries on the Closing Date (excluding cash or Cash Equivalents to the extent the Investment thereof by Holdings or any of its Restricted Subsidiaries is permitted under Section 7.02(l)), does not exceed $75,000,000. Neither the total assets (excluding cash or Cash Equivalents to the extent received as an Investment from Holdings and its Restricted Subsidiaries permitted under Section 7.02(l)) nor the total revenues of all Unrestricted Subsidiaries, in each case, taken together, exceed 7.5% of the Borrower’s consolidated total assets or consolidated total revenues, respectively.

ARTICLE 6
AFFIRMATIVE COVENANTS

So long as (a) any Lender shall have any Commitment hereunder, (b) any Loan or other Obligation hereunder that is accrued and payable (and not contingent or inchoate) shall remain unpaid or unsatisfied, or (c) any Letter of Credit shall remain outstanding, Holdings and the Borrower shall, and shall cause each other Restricted Subsidiary to:

Section 6.01.Financial Statements. Deliver to the Administrative Agent for further distribution to each Lender:

(a)as soon as available, but in any event within ninety (90) days after the end of each Fiscal Year of the Borrower, a consolidated balance sheet of Holdings and its Restricted Subsidiaries as at the end of such Fiscal Year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year and the figures contained in the forecasts for the previous Fiscal Year provided pursuant to clause (c) below, all in reasonable detail and prepared in accordance with GAAP (other than with respect to forecasts as applicable), audited and accompanied by a report and opinion of Deloitte & Touche LLP or any other independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b)as soon as available, but in any event within forty-five (45) days after the end of each Fiscal Quarter of the Borrower, a consolidated balance sheet of Holdings and its Restricted

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Subsidiaries as at the end of such Fiscal Quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter and for the portion of the Fiscal Year of the Borrower then ended, setting forth in each case in comparative form the figures for the corresponding Fiscal Quarter of the previous Fiscal Year and the corresponding portion of the previous Fiscal Year and the figures contained in the forecasts for the previous Fiscal Year provided pursuant to clause (c) below, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Holdings and its Restricted Subsidiaries in accordance with GAAP (other than with respect to forecasts as applicable), subject only to normal year-end audit adjustments and the absence of footnotes;

(c)as soon as available, but in any event no later than sixty (60) days after the end of each Fiscal Year of the Borrower, (i) reasonably detailed forecasts prepared by management of the Borrower, which shall include consolidated and consolidating balance sheets, income statements and cash flow statements of Holdings and its Restricted Subsidiaries for the Fiscal Year following such Fiscal Year then ended (including, without limitation, separate results for each of the golf club and non-golf club (i.e., business and sporting club) businesses and a narrative as to the critical operating and financing assumptions underlying the financial projections); and

(d)simultaneously with the delivery of each set of consolidated financial statements referred to in Section 6.01(a) and Section 6.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements.

Section 6.02.Certificates; Other Information. Deliver to the Administrative Agent for further distribution to each Lender:

(a)no later than five (5) Business Days after the delivery of the financial statements referred to in Section 6.01(a), a certificate of its independent certified public accountants certifying such financial statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default under Section 7.10 or, if any such Default or Event of Default shall exist, stating the nature and status of such event; it being understood that the obligation under this Section 6.02(a) shall be satisfied regardless of whether such certificate is obtained if Holdings and its Restricted Subsidiaries shall have used commercially reasonable efforts to obtain such certificate;

(b)no later than five (5) Business Days after the delivery of the financial statements referred to in Section 6.01(a) and Section 6.01(b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower (which shall set forth reasonably detailed calculations (A) demonstrating compliance with Section 7.10 and (B) in the case of any delivery of financial statements under Section 6.01(a) in respect of any Fiscal Year of the Borrower ending on or after December 27, 2011, of Excess Cash Flow for such Fiscal Year);

(c)promptly after the same are publicly available, (i) after a Qualifying IPO copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders, and (ii) copies of all annual, regular, periodic and special reports and registration statements that Holdings and any Restricted Subsidiary (or such other party that is the subject of such Qualifying IPO) may file or be required to file, copies of any report, filing or communication with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, or with any Governmental Authority that may

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be substituted therefor, or with any national securities exchange, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(d)promptly after the furnishing thereof, copies of any requests or notices received by Holdings or any Restricted Subsidiary (other than in the ordinary course of business) from, or statement or report furnished to, any holder of debt securities of Holdings or any Restricted Subsidiary pursuant to the terms of any Unsecured Financing Documentation with respect to a Unsecured Financing Obligation and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02;

(e)promptly after the receipt thereof by Holdings or any Restricted Subsidiary, copies of each notice or other written correspondence received from the SEC (or comparable agency in any applicable non-US jurisdiction) concerning any investigation or other material inquiry by such agency regarding financial or other operational results of Holdings or any Restricted Subsidiary;

(f)together with the delivery of each Compliance Certificate pursuant to Section 6.02(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.05(b) and (ii) Membership Reports for each of the golf club and non-golf club (i.e., business and sporting club) businesses (it being understood that for purposes of the Company Materials described below in this Section 6.02, no Membership Report shall be suitable for Public Lenders and shall be suitable only for posting on a portion of the Platform designated for “Private Investors”);

(g)promptly after the Borrower has notified the Administrative Agent of any intention by Holdings or any Restricted Subsidiary to treat the Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section1.6011-4), a duly completed copy of IRS Form 8886 or any successor form; and

(h)promptly, such additional information regarding the business, legal, financial or corporate affairs of Holdings or any Restricted Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.01 and Section 6.02(b), Section 6.02 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which such documents are posted on behalf of Holdings and its Restricted Subsidiaries’ on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (A) upon the request of the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender and (B) the Borrower shall provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Except for Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Holdings and its Restricted Subsidiaries with any such request for delivery, and each Lender shall be solely responsible for requesting delivery of or maintaining its copies of such documents. Holdings (on behalf of itself and each other Subsidiary) hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C IssuerIssuers materials and/or information provided by or on behalf of Holdings and its Subsidiaries hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or

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another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings and its Subsidiaries or their respective securities) (each, a “Public Lender”). Holdings hereby agrees (on behalf of itself and each other Subsidiary) that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” Holdings (on behalf of itself and each other Subsidiary) shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C IssuerIssuers and the Lenders to treat the Company Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to Holdings and each Subsidiary for purposes of United States Federal and state securities laws; (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated for “Public Investors;” and (z) the Administrative Agent and the Arranger shall be entitled to treat the Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform designated for “Private Investors.”

Section 6.03.Notices. Promptly notify the Administrative Agent:

(a)of the occurrence of any Default or Event of Default;

(b)of any matter that has resulted or that could reasonably be expected to result in Holdings or any Restricted Subsidiary incurring liabilities (including Environmental Liabilities) in excess of $5,000,000 individually or $10,000,000 in the aggregate, arising out of or resulting from (i) breach or non-performance of, or any default under, a Contractual Obligation of Holdings or any Restricted Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between Holdings or any Restricted Subsidiary and any Governmental Authority; (iii) the commencement of, or any adverse development in, any litigation or proceeding affecting Holdings or any Restricted Subsidiary, including pursuant to any applicable Environmental Laws or the assertion or occurrence of any alleged noncompliance by Holdings or any Restricted Subsidiary with any Environmental Law or Environmental Permit; (iv) the occurrence of any ERISA Event (or similar event with respect to a Foreign Plan); and (v) any condition associated with the Release or threatened Release of Hazardous Materials or a violation of Environmental Laws.

Each notice pursuant to this Section 6.03 shall be accompanied by a written statement of a Responsible Officer of the Borrower (x) that such notice is being delivered pursuant to this Section 6.03 and (y) setting forth details of the occurrence referred to therein and stating what action Holdings or the applicable Restricted Subsidiary has taken and proposes to take with respect thereto.

Section 6.04.Payment of Obligations; Material Agreements; Liquor Licenses. (a) Pay, discharge or otherwise satisfy as the same shall become due and payable, all material obligations and liabilities (including Taxes) of Holdings and each Restricted Subsidiary; provided that Holdings and each such Restricted Subsidiary shall have the right to contest such obligations in good faith, by appropriate proceedings promptly instituted and diligently conducted, so long as reserves are maintained to the extent required by GAAP.

(b)Observe and perform all material obligations imposed upon Holdings and each Restricted Subsidiary under the terms of any Material Agreement and enforce all of the material terms, covenants and conditions contained in such Material Agreement, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

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(c)Maintain all Liquor Licenses necessary to serve or sell liquor, beer, wine and other alcoholic beverages from any restaurants, snack bars, bars, mini bars, lounges and other food and beverage sales locations located within any of the Material Real Properties, except as could not reasonably be expected to have a Material Adverse Effect.

(d)With respect to any Liquor License necessary to serve or sell liquor, beer, wine and other alcoholic beverages from any restaurants, snack bars, bars, mini bars, lounges and other food and beverage sales locations located within any of the Material Real Properties, to the extent that any such Liquor License is held by a Person other than Holdings and its Subsidiaries (including not-for-profit corporations and other legal entities Controlled by Affiliates of Holdings and its Subsidiaries), Holdings or the applicable Subsidiary shall enter into a Liquor License Arrangement (including, without limitation, a management or concession agreement) reasonably satisfactory to the Administrative Agent with respect to each such Liquor License.

Section 6.05.Preservation of Existence, Etc.

(a)(a)Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization, except in a transaction permitted by Section 7.04 or Section 7.05, (b) take all reasonable action to maintain all rights, privileges (including its good standing), Permits, licenses and franchises necessary or desirable in the normal conduct of the business of Holdings and each Restricted Subsidiary, and (c) preserve or renew all of the Material Intellectual Property of Holdings and each Restricted Subsidiary that is necessary in the operation of the business of Holdings or any Restricted Subsidiary.

Section 6.06.Maintenance of Properties. Except if the failure to do so could not reasonably be expected to have a Material Adverse Effect or as may be required under a Lease of property, maintain, preserve and protect all properties and equipment necessary in the operation of the business of Holdings and each Restricted Subsidiary in good working order, repair and condition (ordinary wear and tear excepted).

Section 6.07.Maintenance of Insurance. (A) Maintain insurance, with financially sound and reputable insurance companies, in respect of the properties and business of Holdings and each Restricted Subsidiary to protect against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business as Holdings or the applicable Restricted Subsidiary, and of such types and in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as Holdings and its Restricted Subsidiaries) as are customarily carried by Persons engaged in similiarsimilar business and owning similar properties in the same geographic areas as Holdings or the applicable Restricted Subsidiary and (B) all such insurance with respect to any Collateral shall name the Administrative Agent (on behalf of the Secured Parties ) as mortgagee, loss payee or sole loss payee, as applicable (in the case of property insurance with respect to Collateral), or additional insured (in the case of liability insurance).

Section 6.08.Compliance With Laws. Comply with all requirements of Laws and all orders, writs, injunctions and decrees applicable to Holdings and each Restricted Subsidiary or to its business or property, except if the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

Section 6.09.Books and Records. Maintain proper books of record and account (in which full, true and correct entries shall be made of all material financial transactions and matters involving the assets and business of Holdings and its Restricted Subsidiaries) in a manner that permits the preparation

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of financial statements in accordance with GAAP (in jurisdictions where compliance with GAAP is required).

Section 6.10.Inspection and Appraisal Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to

(a)visit and inspect the properties of Holdings and any of its Restricted Subsidiaries to examine the corporate, financial and operating records of Holdings or any such Restricted Subsidiary and make copies thereof or abstracts therefrom, and to discuss the affairs, finances and accounts of Holdings or any of its Restricted Subsidiaries with its directors, officers, and independent public accountants, all at the expense of the Loan Parties upon reasonable notice and at such times during normal business hours and as often as may be reasonably requested; provided that, excluding any such visits and inspections during the continuation of a Default or Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10(a) and the Administrative Agent shall not exercise such rights more often than two (2) times during any calendar year absent the existence of a Default or Event of Default; provided, further, that when a Default or Event of Default has occurred and is continuing the Administrative Agent or any such Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties at any time during normal business hours and upon prior notice;

(b)conduct, or cause to be conducted, at the expense of the Loan Parties and upon the reasonable request of the Administrative Agent, such investigations, inspections and reviews as the Administrative Agent shall reasonably request, and provide the Administrative Agent with information necessary to conduct appraisals (provided that such appraisals shall be at the expense of the Administrative Agent absent the continuation of a Default or Event of Default), in each case, with respect to any property owned by Holdings or any Restricted Subsidiary, all upon notice and at such times during normal business hours and as often as may be reasonably requested; provided that, excluding any such investigations, inspections, reviews and appraisals during the continuation of a Default or Event of Default, only the Administrative Agent on behalf of the Lenders may exercise rights under this Section 6.10(b) and the Administrative Agent shall not exercise such rights with respect to any one property more often than one (1) time during any calendar year absent the existence of a Default or Event of Default; provided, further, that when a Default or Event of Default has occurred and is continuing the Administrative Agent or any such Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties at any time during normal business hours and upon prior notice; and

(c)The Administrative Agent and the Lenders shall give the Borrower reasonable prior notice of and the right to participate in any discussions with Holdings’ or any Restricted Subsidiary’s accountants.

Section 6.11.Use of Proceeds.

(a)Use the proceeds of the Term Loans for the Transactions.

(b)Use the proceeds of the Revolving Credit Facility or any New Revolving Credit Loans to provide ongoing working capital and for other general corporate purposes of the Restricted Subsidiaries.

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(c)Use the proceeds of the New Term Loans (subject to Section 2.14) made after the Closing Date to provide ongoing working capital and for other general corporate purposes of the Restricted Subsidiaries.

Section 6.12.Covenant To Guarantee Obligations And Give Security.

(a)Upon (x) the formation or acquisition of any new direct or indirect Subsidiary (other than an Excluded Subsidiary or Unrestricted Subsidiary) of the Borrower, (y) any Subsidiary that is not a Guarantor providing a guarantee of any Unsecured Financing Obligations or (z) any Subsidiary formerly designated as an Unrestricted Subsidiary (other than an Excluded Subsidiary) that is no longer designated as such, the Loan Parties shall, in each case at their expense:

(i)as soon as reasonably practicable and in any case on or prior to thirty (30) days after such formation, acquisition, designation or Guarantee (or such longer period as the Administrative Agent may agree in its sole discretion):

(A)cause each such Subsidiary to furnish to the Administrative Agent a description of any Material Real Property owned by such Subsidiary in detail reasonably satisfactory to the Administrative Agent;

(B)cause each such Subsidiary to duly execute and deliver to the Administrative Agent (other than with respect to Excluded Assets) (i) a supplement to the Guaranty and Security Agreement or other Collateral Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent, Guaranteeing the Obligations of the Borrower; (ii) Intellectual Property Security Agreements and other Collateral Documents (other than Mortgages), as specified by the Administrative Agent and (iii) Mortgages with respect to Material Real Property in accordance with Section 6.12(b), in each case granting a Lien in substantially all personal property of such Subsidiary and all Material Real Property, securing the Obligations of such Subsidiary under its Guaranty and Security Agreement;

(C)cause each such Subsidiary to deliver (other than with respect to Excluded Assets) any and all certificates representing Equity Interests directly owned by such Subsidiary or, if applicable in the case of Equity Interests of Foreign Subsidiaries, cause the legal representative(s) of such Subsidiary to register the transfer of the Equity Interests in the relevant share registers of such Subsidiary, in each applicable case accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and, to the extent required by the Guaranty and Security Agreement or other Collateral Documents, instruments, if any, evidencing the intercompany debt held by such Subsidiary, if any, endorsed in blank to the Administrative Agent or accompanied by other appropriate instruments of transfer;

(D)take and cause such Subsidiary to take whatever reasonable actions (including the filing of UCC financing statements (or comparable documents or instruments under other applicable Law) and delivery of certificates evidencing stock and membership interests) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it)

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valid and subsisting Liens on the properties required to be subject to the Collateral Documents pursuant to this Section 6.12; and

(ii)if requested, as soon as reasonably practicable and in any case on or prior to thirty (30) days after the reasonable request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of customary legal opinions, addressed to the Administrative Agent and the other Secured Parties (and their respective participants, successors and assigns), of counsel for the Loan Parties that is reasonably acceptable to the Administrative Agent as to such matters as the Administrative Agent may reasonably request.

(b)Upon the acquisition of any Material Real Property by any Loan Party, or if otherwise required by this Section 6.12, if such Material Real Property shall not already be subject to a perfected Lien in favor of the Administrative Agent for the benefit of the Secured Parties, the relevant Loan Party, as the case may be, shall give notice thereof to the Administrative Agent and shall cause such Material Real Property to be subjected to a Lien securing the Obligations and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien in accordance with the Mortgage Requirement within sixty (60) days after such request (or such longer period as the Administrative Agent may agree in its reasonable discretion).

(c)Concurrently with the delivery of each Compliance Certificate pursuant to Section 6.02(b) in respect of financial statements delivered pursuant to Section 6.01(a) execute and deliver to the Administrative Agent an appropriate Intellectual Property Security Agreement with respect to all Patents (as defined in the Guaranty and Security Agreement) and Trademarks (as defined in the Guaranty and Security Agreement) registered or pending with the United States Patent and Trademark Office and registered or pending Copyrights (as defined in the Guaranty and Security Agreement) with the United States Copyright Office constituting After Acquired Intellectual Property (as defined in the Guaranty and Security Agreement) that is Material Intellectual Property owned by it or any Guarantor as of the last day of the period for which such Compliance Certificate is delivered, to the extent that such After Acquired Intellectual Property that is Material Intellectual Property is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it or such Guarantor. In each case, the Borrower will, and will cause each Loan Party to, promptly cooperate as necessary to enable the Administrative Agent to make any necessary recordations with the US Copyright Office or the US Patent and Trademark Office, as appropriate, with respect to such Material Intellectual Property.

(d)Notwithstanding the foregoing provisions of this Section 6.12 and the provisions of any Loan Document, the Administrative Agent shall not take, and the Loan Parties shall not be required to take (i) any steps to grant a security interest in any Excluded Assets or (ii) any steps to perfect a Lien with respect to any Excluded Perfection Assets except, in the case of this clause (ii), as may be set forth in the Guaranty and Security Agreement.

Section 6.13.Control Accounts, Approved Deposit Accounts. (a) Each Loan Party shall (i) deposit in an Approved Deposit Account all cash it receives, (ii) not establish or maintain any Securities Account that is not a Control Account and (iii) not establish or maintain any Deposit Account other than with a Deposit Account Bank; provided that the Loan Parties may maintain (A) payroll, withholding tax and other fiduciary accounts (including accounts holding funds for the benefit of the owners of managed clubs) that are not Approved Deposit Accounts or Control Accounts and (B) other accounts that are not

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Approved Deposit Accounts or Control Accounts, so long as the aggregate balance in all such other accounts pursuant to this sub clause (B) collectively does not exceed $2,500,000 at any time outstanding.

(b)The Administrative Agent may establish one or more Cash Collateral Accounts with such depositaries and Securities Intermediaries as it in its sole discretion shall determine; provided that no Cash Collateral Account shall be required to be established with respect to the assets of any Excluded Subsidiary. The Borrower agrees that each such Cash Collateral Account shall meet the requirements of the definition of “Cash Collateral Account”. Without limiting the foregoing, funds on deposit in any Cash Collateral Account may be invested (but the Administrative Agent shall be under no obligation to make any such investment) in Cash Equivalents at the direction of the Administrative Agent and, except during the continuance of a Default or Event of Default, the Administrative Agent agrees with the Borrower to issue Entitlement Orders for such investments in Cash Equivalents as requested by the Borrower; provided that the Administrative Agent shall not have any responsibility for, or bear any risk of loss of, any such investment or income thereon. None of Holdings or any Restricted Subsidiary and no Person claiming on behalf of or through Holdings or any Restricted Subsidiary shall have any right to demand payment of any funds held in any Cash Collateral Account at any time prior to the termination of all outstanding Letters of Credit and the payment in full of all then outstanding and payable monetary Obligations. The Administrative Agent shall apply all funds on deposit in a Cash Collateral Account as provided in Section 8.03.

Section 6.14.Compliance with Environmental Laws. Except, in each case, to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, (a) comply, and take all reasonable actions to cause all lessees and other Persons operating or occupying its properties to comply, in all respects, with all applicable Environmental Laws and Environmental Permits; (b) obtain and renew all Environmental Permits necessary for its operations and properties; and (c) in each case to the extent required by Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws.

Section 6.15.Further Assurances. Promptly upon reasonable request by the Administrative Agent, or any Lender through the Administrative Agent, (i) correct any defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time for the purposes of perfecting the rights of the Administrative Agent for the benefit of the Secured Parties with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds or products thereof or with respect to any other property or assets hereafter acquired by the Borrower or any other Loan Party that is required to be part of the Collateral to the extent required by Section 6.12 or the Collateral Documents), in each case subject to the limitations and exceptions set forth in Section 6.12 and in the Collateral Documents.

Section 6.16.Maintenance of Ratings. Use commercially reasonable efforts to maintain corporate credit/corporate family ratings and a rating of the Facilities by each of S&P and Moody’s.

Section 6.17.Designation of Subsidiaries. (a) The board of directors of Holdings may at any time designate any Restricted Subsidiary (other than Holdings or the Borrower) as an Unrestricted Subsidiary (it being understood that no Restricted Subsidiary may be designated as a Dormant Subsidiary); provided that (i) immediately before and after giving effect to such designation no Default or

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Event of Default shall have occurred and be continuing or would result therefrom; (ii) such Subsidiary shall be a Non-Recourse Subsidiary; (iii) no Restricted Subsidiary that was previously designated as an Unrestricted Subsidiary may be subsequently re-designated as an Unrestricted Subsidiary; (iv) no Subsidiary may be designated as an Unrestricted Subsidiary if, after the effective date of such designation, it remains or becomes a “restricted subsidiary” or guarantor for the purpose of any Unsecured Financing; (v) immediately after giving effect to such designation, Holdings and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10; (vi) with respect to the designation of any Unrestricted Subsidiary that will constitute a Prepayment Unrestricted Subsidiary, (A) immediately after giving effect to such designation, the Total Leverage Ratio of Holdings and its Restricted Subsidiaries on a Pro Forma Basis shall be lower than the Total Leverage Ratio in effect immediately prior to giving effect to such designation, (B) immediately after giving effect to such designation, Holdings and its Restricted Subsidiaries shall be in compliance with Section 7.02(q) and (C) such Prepayment Unrestricted Subsidiary shall be designated solely in contemplation of a Disposition of the property or assets of, or an incurrence or issuance of Indebtedness by, such Prepayment Unrestricted Subsidiary and promptly, but in no event later than 30 days, after the effective date of the designation of each Prepayment Unrestricted Subsidiary, the Borrower shall make a prepayment of the Loans from the Net Cash Proceeds resulting from such Disposition or Indebtedness in accordance with Section 2.05(b); (vii) with respect to the designation of any Unrestricted Subsidiary that will constitute a Non-Prepayment Unrestricted Subsidiary, after giving effect to such designation, all Investments made by Holdings and its Restricted Subsidiaries in Non-Prepayment Unrestricted Subsidiaries, taken together, shall not exceed the amount permitted under Section 7.02(l); and (viii) immediately before and after giving effect to such designation, the total assets (excluding cash or Cash Equivalents to the extent received as an Investment from Holdings or any of its Restricted Subsidiaries permitted under Section 7.02(l)) and total revenues of all Unrestricted Subsidiaries, taken together, shall not exceed 7.5% of the Borrower’s consolidated total assets or consolidated total revenues, respectively. For purposes of clause (vi)(B) above, the designation of a Restricted Subsidiary as a Prepayment Unrestricted Subsidiary (it being understood that no Restricted Subsidiary may be designated as a Dormant Subsidiary) shall be deemed to be an Investment by Holdings and each applicable Restricted Subsidiary (as applicable) in an amount equal to the Fair Market Value of the total assets of such Unrestricted Subsidiary at the date of designation.

(b)The board of directors of Holdings may at any time designate any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom; (ii) as a condition precedent to the effectiveness of any such designation, the Borrower shall have complied with Section 6.12 with respect to such newly designated Restricted Subsidiary; (iii) immediately after giving effect to such designation, Holdings and its Restricted Subsidiaries shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 7.10 (and, as a condition precedent to the effectiveness of any such designation, the Borrower shall deliver to the Administrative Agent a certificate setting forth in reasonable detail the calculations demonstrating such compliance); and (iv) no Unrestricted Subsidiary that was previously designated as an Restricted Subsidiary may be subsequently re-designated as an Unrestricted Subsidiary. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence at the time of designation of any Indebtedness or Liens of such Subsidiary existing at such time and such incurrence must comply with Section 7.03 and Section 7.01, respectively.

(c)As a condition precedent to the effectiveness of any designation pursuant to this Section 6.17, the Borrower shall deliver to the Administrative Agent a certificate setting forth in

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reasonable detail the calculations demonstrating compliance with the applicable clause of this Section 6.17 no less than five (5) Business Days prior to such designation.

Section 6.18.Post Closing Matters. Execute and deliver the documents and complete the tasks set forth on Schedule 6.18, in each case within the time limits specified on such schedule (unless the Administrative Agent, in its sole discretion, shall have agreed to any particular longer period).

ARTICLE 7
NEGATIVE COVENANTS

So long as (a) any Lender shall have any Commitment hereunder, (b) any Loan or other Obligation hereunder that is accrued and payable (and not contingent or inchoate) shall remain unpaid or unsatisfied, or (c) any Letter of Credit shall remain outstanding, Holdings and the Borrower shall not, and shall not permit any other Restricted Subsidiary to directly or indirectly:

Section 7.01.Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a)(i) Liens pursuant to any Loan Document and (ii) Liens on cash or deposits granted in favor of the Swing Line Lender or theany L/C Issuer to cash collateralize any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) and 2.04(b), and 2.16(a)(ii), respectively;

(b)Liens existing on the date hereof and listed on Schedule 7.01(b) and any modifications, replacements, renewals or extensions thereof; provided that (i) the Lien does not extend to any additional property other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien or financed by Indebtedness permitted under Section 7.03, and (B) proceeds and products thereof, and (ii) the modification, replacement, renewal, extension or refinancing of the obligations secured or benefited by such Liens (if such obligations constitute Indebtedness) is permitted by Section 7.03;

(c)Liens for taxes, assessments or governmental charges not yet due and payable that are being contested in good faith and by appropriate actions diligently conducted, if adequate reserves with respect thereto are maintained on the books of Holdings and the applicable Restricted Subsidiary to the extent required in accordance with GAAP;

(d)statutory Liens and any Liens arising by operation of law in each case of landlords, carriers, warehousemen, mechanics, materialmen, repairmen, construction contractors or other like Liens arising in the ordinary course of business that secure amounts not overdue for a period of more than thirty (30) days; provided that such Lien is being contested in good faith and by appropriate actions diligently conducted and adequate reserves with respect thereto are maintained on the books of Holdings and the applicable Restricted Subsidiary to the extent required in accordance with GAAP;

(e)(i) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, (ii) pledges and deposits in the ordinary course of business securing insurance premiums or reimbursement obligations under insurance policies, in each case payable to insurance carriers that provide insurance to Holdings or any Restricted Subsidiary or (iii) obligations in respect of letters of credit or bank guarantees that have

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been posted by the Borrower or any other Restricted Subsidiary to support the payments of the items set forth in clauses (i) and (ii) of this Section 7.01(e).

(f)(i) deposits to secure the performance of bids, trade contracts, governmental contracts, statutory obligations, surety, stay, customs and appeal bonds, performance bonds, performance and completion guarantees and other obligations of a like nature (including those to secure health, safety and environmental obligations that do not materially or adversely affect the value or use of such property), in each case, other than Indebtedness, and incurred in the ordinary course of business or (ii) obligations in respect of letters of credit or bank guarantees that have been posted to support payment of the items set forth in clause (i) of this Section 7.01(f);

(g)matters of record affecting title to any owned or leased real property and survey exceptions, encroachments, protrusions, recorded and unrecorded servitudes, easements, restrictions, reservations, licenses, rights-of-way, sewers, electric lines, telegraphs and telephone lines, variations in area or measurement, rights of parties in possession under written leases or occupancy agreements, and other title defects and non-monetary encumbrances affecting real property, and zoning, building or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties, in each case (i) incurred on or prior to the Closing Date and set forth on a title insurance policy that is in form and substance reasonably satisfactory to the Administrative Agent and delivered to the Administrative Agent on the Closing Date or (ii) incurred after the Closing Date and not incurred in the connection with Indebtedness and which could not, individually or in the aggregate, materially and adversely affect the value of the subject property or materially impair their use in the operation of the business of any Restricted Subsidiary;

(h)Liens securing judgments for the payment of money not constituting a Default or Event of Default under Section 8.01(h);

(i)Liens securing Indebtedness permitted under Section 7.03(f); provided that (i) such Liens attach concurrently with or within one hundred eighty (180) days after the acquisition, repair, replacement, construction or improvement (as applicable) of the property subject to such Liens (except in the case of any Permitted Refinancing) and (ii) such Liens do not at any time encumber any property except for accessions to such property other than the property financed by such Indebtedness and the proceeds and the products thereof;

(j)leases, licenses, subleases or sublicenses granted to other Persons in the ordinary course of business that (A) do not interfere in any material respect with the business of any Restricted Subsidiary (B) could not, individually or in the aggregate, materially and adversely affect the value of the subject property or materially impair its use in the operation of the business of any Restricted Subsidiary or (C) do not secure any Indebtedness of any Restricted Subsidiary and so long as such leases, licenses, subleases or sublicenses are expressly subject and subordinate to the Obligations;

(k)Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(l)Liens (i) of a collection bank arising under Section 4-210 of the UCC on items in the course of collection, (ii) attaching to commodity trading accounts or other commodities brokerage accounts incurred in the ordinary course of business and not for speculative purposes or (iii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off), in each case that are within the general parameters customary in the banking industry;

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(m)Liens (i) (A) on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in an Investment permitted pursuant to Section 7.02 to be applied against the purchase price for such Investment and (B) consisting of an agreement to Dispose of any property in a Disposition permitted under Section 7.05, in each case under this clause (i), solely to the extent such Investment or Disposition, as the case may be, would have been permitted on the date of the creation of such Lien or on the date of any contract for such Investment or Disposition, and (ii) earnest money deposits of cash or Cash Equivalents made by Holdings or any Restricted Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder;

(n)Liens on property of any Restricted Subsidiary that is not a Loan Party securing Indebtedness of such Restricted Subsidiary permitted under Section 7.03;

(o)(i) Liens in favor of the Borrower or a Subsidiary Guarantor securing Indebtedness permitted under Section 7.03(e) and (ii) Liens in favor of a Subsidiary that is not a Loan Party granted by another Subsidiary that is not a Loan Party, provided that any such Lien on Collateral shall be expressly junior in priority to the Liens on such Collateral granted to the Administrative Agent for the benefit of the Secured Parties under the Loan Documents and all documentation with respect to such lien priority shall be in the form and substance reasonably satisfactory to the Administrative Agent;

(p)Liens existing on property at the time of its acquisition or existing on the property of any Person at the time such Person becomes a Subsidiary, in each case, after the Closing Date (other than Liens on the Equity Interests of any Person that becomes a Subsidiary) and any modifications, replacements, renewals or extensions thereof; provided that (i) such Lien was not created in contemplation of such acquisition or such Person becoming a Subsidiary, (ii) such Lien does not extend to or cover any other assets or property (other than the proceeds or products thereof and after-acquired property subjected to a Lien pursuant to terms existing at the time of such acquisition, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition), (iii) the Indebtedness secured thereby (or, as applicable, any modifications, replacements, renewals or extension thereof) is permitted under Section 7.03, and (iv) in the case of Liens securing Indebtedness for borrowed money, such Indebtedness secured thereby does not exceed $25,000,000 at any one time outstanding; provided, further that if the property or Person so acquired is required to be pledged or to become a Guarantor, as applicable, pursuant to Section 6.12, any Liens with respect to such acquired property or on the assets of such acquired Person shall be required to be permitted under other clauses of this Section 7.01;

(q)Liens arising from precautionary UCC financing statement filings (or similar filings under other applicable Law) arising out of Lease transactions entered into by any Restricted Subsidiary in the ordinary course of business; provided that such precautionary filings are made solely to protect lessors against the possibility of the judicial recharacterization of such Lease transactions as secured financing transactions;

(r)Liens (i) arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by any Restricted Subsidiary in the ordinary course of business and not prohibited by this Agreement; and (ii) on specific items of inventory or other goods and the proceeds thereof securing such Restricted Subsidiary’s obligations in respect of documentary letters of credit or banker’s acceptances issued or created for the account of such Restricted Subsidiary to facilitate the purchase, shipment or storage of such inventory or goods; and

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(s)Liens securing Indebtedness or other obligations outstanding in an aggregate principal amount not to exceed $2,500,000.

Section 7.02.Investments. Make or hold any Investments, except:

(a)Investments by Holdings and any Restricted Subsidiary in assets that were Cash Equivalents when such Investment was made;

(b)loans or advances to officers, directors, members of management, and employees of Holdings (or any direct or indirect parent thereof) or any Restricted Subsidiary (i) in an aggregate amount not to exceed $1,000,000 at any time outstanding, for business-related travel, entertainment, relocation and analogous ordinary business purposes, or (ii) in connection with such officer’s, director’s, member of management’s or employee’s purchase of Equity Interests of Holdings (or any direct or indirect parent thereof) in an aggregate amount not to exceed $5,000,000 at any time outstanding (in each of clauses (i) and (ii), determined without regard to any write-downs or write-offs of such loans or advances);

(c)Investments (i) by any Loan Party in any other Loan Party (other than Holdings) or (ii) by any Restricted Subsidiary that is not a Loan Party in any Loan Party (other than Holdings) or in any other Restricted Subsidiary that is also not a Loan Party;

(d)Investments (i) consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and (ii) received in satisfaction or partial satisfaction thereof from financially troubled account debtors in the ordinary course of business;

(e)Investments existing on the date hereof and described and listed on Schedule 7.02(e) and any modification, replacement, renewal or extension thereof; provided that the amount of the original Investment is not increased except by the terms (existing on the date hereof) of such Investment or as otherwise permitted by this Section 7.02;

(f)Investments in Swap Contracts permitted by Section 7.03(h);

(g)promissory notes and other non-cash consideration received in connection with Dispositions permitted by Section 7.05;

(h)the purchase or other acquisition of all or substantially all of the assets or business of, any Person, or of assets constituting a business unit, a line of business or division of, any Person, or of the Equity Interests in a Person that, upon the consummation thereof, will be owned directly by the Restricted Subsidiaries (including, without limitation, as a result of a merger or consolidation); provided that, with respect to each such purchase or other acquisition made pursuant to this Section 7.02(h) (each of the foregoing, a “Permitted Acquisition”):

(i)(A) each applicable Restricted Subsidiary and any such newly created or acquired Subsidiary shall, or will within the times specified herein, have complied with the applicable requirements of Section 6.12 to the extent required thereby, and (B) the aggregate amount of cash and non-cash consideration (including, without limitation, all transaction costs and all Indebtedness and other liabilities incurred or assumed in connection therewith) provided by Holdings or the Restricted Subsidiaries to make any such purchase or acquisition of assets that are not purchased or acquired (or do not

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become owned) by a Loan Party or in Equity Interests in Persons that do not become Loan Parties upon consummation of such purchase or acquisition shall not exceed the amount permitted under Section 7.02(l);

(ii)immediately before and immediately after giving Pro Forma Effect to any such purchase or other acquisition, (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with all of the covenants set forth in Section 7.10, in each case as evidenced by a certificate from the Treasurer (or, if the Treasurer is not the chief financial officer, the chief financial officer) of the Borrower, with such financial covenant compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or Section 6.01(b)as though such purchase or other acquisition had been consummated as of the first day of the fiscal period covered thereby and including reasonably detailed calculations evidencing such compliance;

(iii)the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer certifying that all of the requirements set forth in this clause (h) have been satisfied or will be satisfied on or prior to the consummation of such purchase or other acquisition;

(iv)the lines of business of the Person that is (or the property that is to be) acquired shall be substantially the same lines of business as one or more of the principal businesses of Holdings and its Restricted Subsidiaries in the ordinary course or reasonably related thereto; and

(v)such purchase or other acquisition was not preceded by, or effected pursuant to, a hostile offer.

(i)Investments in the ordinary course of business consisting of (i) endorsements for collection or deposit or (ii) customary trade arrangements with customers;

(j)Investments (including debt obligations and Equity Interests) received in connection with the bankruptcy or reorganization of any Person and in settlement of obligations of, or disputes with, any Person arising in the ordinary course of business and upon foreclosure with respect to any secured Investment or other transfer of title with respect to any secured Investment;

(k)loans and advances to Holdings or any direct or indirect parent thereof in lieu of, and not in excess of the amount of (after giving effect to any other loans, advances or Restricted Payments in respect thereof), Restricted Payments permitted to be made to Holdings or any direct or indirect parent thereof in accordance with Section 7.06; provided that any Investment made under this Section 7.02(k) shall reduce dollar for dollar capacity to make Restricted Payments under Section 7.06;

(l)Investments that do not exceed the Available Amount at the time of such Investment;

(m)Guarantees by Holdings or any Restricted Subsidiary of Leases (other than Capitalized Leases) or of other obligations that do not constitute Indebtedness, in each case, entered into in the ordinary course of business;

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(n)Investments to the extent the consideration paid therefor consists solely of Equity Interests (other than Disqualified Equity Interests) of Holdings or any direct or indirect parent thereof;

(o)Investments held by a Person that becomes a Restricted Subsidiary (or is merged, amalgamated or consolidated with or into a Restricted Subsidiary) pursuant to this Section 7.02 (and, if applicable, Section 7.04) after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation;

(p)Investments in Joint Ventures set forth on Schedule 7.02(p), in each case, as in effect on the Closing Date; and

(q)Investments resulting from the designation of one or more Prepayment Unrestricted Subsidiaries (other than Dormant Subsidiaries); provided that after giving effect to such Investment (i) the aggregate Fair Market Value of all property and assets that are transferred to, contributed to or otherwise held (as valued at the time of designation of each applicable Subsidiary pursuant to Section 6.17) by all Prepayment Unrestricted Subsidiaries (other than Dormant Subsidiaries), taken together, in each case, that were property or assets held by Holdings or its Subsidiaries on the Closing Date (excluding cash or Cash Equivalents to the extent the Investment thereof by Holdings or any of its Restricted Subsidiaries is permitted under Section 7.02(l)), shall not exceed $75,000,000 and (ii) neither the total assets (excluding cash or Cash Equivalents to the extent received as an Investment from Holdings or any of its Restricted Subsidiaries permitted under Section 7.02(l)) nor the total revenues of all Unrestricted Subsidiaries, in each case, taken together, shall exceed 7.5% of the Borrower’s consolidated total assets or consolidated total revenues.

Section 7.03.Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except:

(a)The Senior Notes (including any guarantees thereof) issued on the Closing Date in an aggregate principal amount of up to $415,000,000 and any Permitted Refinancing thereof;

(b)Indebtedness consisting of the Obligations under the Loan Documents;

(c)Indebtedness outstanding on the date hereof and listed on Schedule 7.03(c) and any Permitted Refinancing thereof;

(d)Guarantees by Holdings and any Restricted Subsidiary in respect of Indebtedness of Holdings or any Restricted Subsidiary that are permitted under this Section 7.03 and by Section 7.02; provided that (A) no Guarantee by any Subsidiary of any Indebtedness constituting an Unsecured Financing Obligation shall be permitted unless such Subsidiary shall have also provided a Guarantee of the Obligations substantially on the terms set forth in the applicable Guaranty and Security Agreement and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination provisions of such Indebtedness;

(e)Indebtedness of any Restricted Subsidiary owing to any Restricted Subsidiary to the extent such Investment is permitted by Section 7.02; provided that all such Indebtedness of any Restricted Subsidiary to any Subsidiary that is not a Loan Party must be expressly subordinated to the Obligations;

(f)Attributable Indebtedness and purchase money obligations to finance the purchase, Lease, repair or improvement of fixed or capital assets within the limitations set forth in Section

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7.01(i) and any Permitted Refinancing thereof; provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $20,000,000 plus, in respect of each 18-hole golf course owned by any Restricted Subsidiary, $300,000;

(g)Indebtedness consisting of working capital facilities for Restricted Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding $5,000,000;

(h)Indebtedness of a Loan Party (other than Holdings) in respect of Swap Contracts, including any increase from time to time in net obligations thereunder resulting from the termination of any such Swap Contract, and in any case not incurred for speculative purposes;

(i)(i) Indebtedness (A) assumed in connection with any Permitted Acquisition; provided that such Indebtedness is not incurred in contemplation of such Permitted Acquisition, or (B) owed to the seller of any property acquired in a Permitted Acquisition; provided that any Indebtedness under clause (i)(B) above shall (1) be unsecured and subordinated, which subordination shall be on terms reasonably satisfactory to the Administrative Agent, (2) not be scheduled to mature prior to the date that is ninety-one (91) days after the Latest Maturity Date, (3) have no scheduled amortization or payments of principal (other than customary offers to purchase) prior to the date that is ninety-one (91) days after the Latest Maturity Date, providedfurther that both immediately prior and after giving effect to any Indebtedness incurred pursuant to clause (A) or (B) (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (2) Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with (x) the covenant set forth in Section 7.10 and (y) a Total Leverage Ratio of not greater than 5.25:1.00, in each case, as of the end of the Test Period then last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and the use of proceeds thereof, and (ii) any Permitted Refinancing thereof;

(j)Indebtedness representing deferred compensation to employees of Holdings or any Restricted Subsidiary;

(k)Indebtedness incurred in a Permitted Acquisition or Disposition under agreements providing for indemnification, the adjustment of the purchase price or similar adjustments;

(l)Indebtedness consisting of obligations of Holdings or any Restricted Subsidiary under deferred compensation or other similar arrangements incurred by such Person in connection with Permitted Acquisitions;

(m)Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts;

(n)Indebtedness of a Loan Party (other than Holdings) in an aggregate principal amount not to exceed $5,000,000 at any time outstanding;

(o)Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(p)Indebtedness incurred by Holdings and any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business in respect of workers compensation claims, health, disability or other employee benefits or property,

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casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided that upon any drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 20 days following such drawing or incurrence;

(q)obligations in respect of surety, stay, customs and appeal bonds, performance bonds and performance and completion guarantees provided by Holdings or any Restricted Subsidiary or obligations in respect of letters of credit related thereto, in each case in the ordinary course of business;

(r)(i) Permitted Unsecured Indebtedness to the extent the Net Cash Proceeds of such Permitted Unsecured Indebtedness are utilized within ninety (90) days of the incurrence thereof to finance a Permitted Acquisition (or if not so utilized within such time period, solely to the extent the Net Cash Proceeds of such Permitted Unsecured Indebtedness are applied to prepay Term Loans pursuant to Section 2.05(b)(iv)), in each case, so long as (x) Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 and a Total Leverage Ratio of not greater than 5.25:1.00, in each case, as of the end of the Test Period then last ended, after giving effect to such Permitted Acquisition and the assumption, incurrence or issuance of such Indebtedness and (y) no Default or Event of Default shall have occurred and be continuing or would result therefrom, and (ii) any Permitted Refinancing thereof;

(s)Indebtedness in respect of (x) any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business in an aggregate principal amount not to exceed $2,500,000 at any time outstanding or (y) any letters of credit issued in favor of theany L/C Issuer or the Swing Line Lender to support any Defaulting Lender’s participation in Letters of Credit or Swing Line Loans, respectively, as contemplated by Section 2.03(a)(ii)(E) or 2.04(b), respectively;

(t)Permitted Unsecured Indebtedness to finance any prepayment of the Loans pursuant to Section 2.05(a); provided that the aggregate principal amount of Permitted Unsecured Indebtedness so incurred may not exceed the amount of such prepayment;

(u)Indebtedness incurred in the ordinary course of business in respect of obligations of any Restricted Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; and

(v)Indebtedness incurred by non-wholly owned Restricted Subsidiaries that were in existence on the Closing Date, so long as such Indebtedness is Non-Recourse Indebtedness with respect to Holdings and the other Restricted Subsidiaries, in an aggregate principal amount not to exceed $10,000,000.

Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest or dividends in the form of additional Indebtedness and the incurrence or accrual of Membership Deposit Liabilities shall, in each case, not be deemed to be an incurrence of Indebtedness for purposes of this Section 7.03.

Section 7.04.Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, except that:

(a)any Subsidiary may merge with or liquidate into (i) the Borrower (including a merger, the purpose of which is to reorganize the Borrower into a new jurisdiction so long as the

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Borrower remains organized under the laws of the United States, any state thereof or the District of Columbia (the “Jurisdictional Requirements”)); provided that the Borrower shall be the continuing or surviving Person or the continuing or surviving Person shall expressly assume the obligations of the Borrower under the Loan Documents in a manner reasonably acceptable to the Administrative Agent, or (ii) any one or more other Subsidiaries; provided that when any Subsidiary that is a Loan Party is merging with another Subsidiary, (A) a Loan Party (other than Holdings) shall be the continuing or surviving Person; or (B) to the extent constituting an Investment, such Investment must be an Investment permitted by Section 7.02 and any Indebtedness corresponding to such Investment must be permitted by Section 7.03;

(b)any Subsidiary that is not a Loan Party may (i) merge or consolidate with or into any other Subsidiary that is not a Loan Party and (ii) liquidate or dissolve or change its legal form if the Borrower determines in good faith that such action is in the best interests of Holdings and its Restricted Subsidiaries; and

(c)any Restricted Subsidiary may merge with any other Person in order to (i) effect an Investment permitted pursuant to Section 7.02 or a Disposition permitted pursuant to Section 7.05 (provided that (A) the continuing or surviving Person shall be a Subsidiary, which together with each of its Subsidiaries, shall have complied with the requirements of Section 6.12 and (B) to the extent constituting an Investment, such Investment must be a permitted Investment in accordance with Section 7.02 and any Indebtedness corresponding to such Investment must be permitted by Section 7.03); provided that if the Borrower is a party to any transaction effected pursuant to this Section 7.04(c), (A) the Borrower shall be the continuing and surviving Person or the continuing or surviving Person shall expressly assume the obligations of the Borrower in a manner reasonably acceptable to the Administrative Agent, (B) the Jurisdictional Requirements shall be satisfied, and (C) no Default or Event of Default shall have occurred and be continuing or would result therefrom.

Section 7.05.Dispositions. Make any Disposition except:

(a)Dispositions of obsolete, used, surplus or worn out property, whether now owned or hereafter acquired and Dispositions of property (other than real property) no longer used or useful in the conduct of the business of Holdings and its Restricted Subsidiaries, in each case, in the ordinary course of business;

(b)Dispositions of inventory in the ordinary course of business;

(c)Dispositions of property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are promptly applied to the purchase price of such replacement property;

(d)Dispositions of property by Holdings or any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary (including any such Disposition effected pursuant to a merger, liquidation or dissolution permitted by Section 7.04); provided that, if the transferor of such property is a Loan Party, then (i) the transferee thereof must either be a Loan Party (other than Holdings) or (ii) such transaction is an Investment permitted under Section 7.02 and any Indebtedness corresponding to such Investment must be permitted by Section 7.03;

(e)Dispositions of Cash Equivalents;

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(f)Dispositions of accounts receivable in connection with the collection or compromise thereof in the ordinary course of business (it being understood that this clause (f) shall not permit Dispositions of accounts receivable through factoring or accounts receivables financing programs);

(g)leases, subleases, licenses or sublicenses of property in the ordinary course of business that (A) do not interfere in any material respect with the business of any Restricted Subsidiary (B) could not, individually or in the aggregate, materially and adversely affect the value of the subject property or materially impair its use in the operation of the business of Holdings or any Restricted Subsidiary or (C) do not secure any Indebtedness of any Restricted Subsidiary and so long as such leases, licenses, subleases or sublicenses are expressly subject and subordinate to the Obligations;

(h)transfers of property subject to Casualty Events upon receipt of the Net Cash Proceeds of such Casualty Event;

(i)Dispositions of property by any Restricted Subsidiary; provided that (i) at the time of such Disposition, no Default or Event of Default shall have occurred or be continuing or would therefrom, (ii) with respect to any Disposition pursuant to this Section 7.05(i) for a purchase price in excess of $5,000,000, the applicable Restricted Subsidiary shall receive not less than 75% of such consideration in the form of cash or Cash Equivalents (in each case, free and clear of all Liens at the time received); and (iii) the Consolidated EBITDA of the Restricted Subsidiaries generated by, or associated with all such property Disposed of pursuant to this Section 7.05(i) in any Fiscal Year of the Borrower shall not exceed 10% of Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the Fiscal Year of the Borrower most recently ended prior to the date of such Disposition;

(j)Dispositions of Investments in Joint Ventures set forth on Schedule 7.02(p), to the extent required by, or made pursuant to buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding arrangements, in each case, as in effect on the Closing Date;

(k)Dispositions in the ordinary course of business consisting of the abandonment of IP Rights which, in the reasonable good faith determination of any Restricted Subsidiary, are uneconomical, negligible, obsolete or otherwise not material in the conduct of the business of Holdings or any Restricted Subsidiary (it being understood and agreed that no Material Intellectual Property may be Disposed of in reliance on this clause (k));

(l)Dispositions of Equity Interests in Dormant Subsidiaries; provided that at the time of such Disposition, no Default or Event of Default shall have occurred and be continuing or would result therefrom; and

(m)Dispositions consisting of a Sale Leaseback Transaction if the Indebtedness resulting or evidenced therefrom is permitted by Section 7.03.

provided that any Disposition of any property pursuant to this Section 7.05 (except pursuant to Section 7.05(d), 7.05(f), 7.05(h), 7.05(j), 7.05(k) and Section 7.05(l)), shall be for no less than the Fair Market Value of such property at the time of such Disposition. To the extent any Collateral is Disposed of as expressly permitted by this Section 7.05 to any Person other than a Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent is hereby authorized by the Lenders to take any actions deemed appropriate in order to effect the foregoing.

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Section 7.06.Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, except (subject to the proviso in Section 7.02(k)):

(a)each Restricted Subsidiary may make Restricted Payments to (i) the Borrower and the Guarantors (other than Holdings) and (ii) to Persons (other than Holdings) that are holders of Equity Interests of such Restricted Subsidiary; provided that any amount paid to any holder that is not a Loan Party shall not exceed such holder’s relative ownership percentage of such class or type of Equity Interests);

(b)the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests) of such Person;

(c)the Restricted Subsidiaries may make Restricted Payments to Holdings:

(i)the proceeds of which will be used by Holdings to pay (or to make a payment to any direct or indirect parent of Holdings to enable it to pay) the Tax liability for each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns filed by or on behalf of Holdings or any direct or indirect parent thereof; provided that such proceeds are limited to the Tax liability attributable to the income of the Borrower and/or the other Restricted Subsidiaries or the Equity Interests of the Borrower held by Holdings, if any, that are part of the applicable tax group;

(ii)the proceeds of which shall be used by Holdings to pay (or to make a payment to any direct or indirect parent of Holdings to enable it to pay) such entities’ operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, administrative, legal, accounting and similar expenses provided by third parties) attributable to the operations of the Borrower and/or the other Restricted Subsidiaries or the Equity Interests of the Borrower held by Holdings, in each case that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $2,500,000 in any Fiscal Year of the Borrower plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any direct or indirect parent thereof) attributable to the ownership or operations of the Borrower and/or the other Restricted Subsidiaries;

(iii)the proceeds of which shall be used by Holdings to pay (or to make a payment to any direct or indirect parent of Holdings to enable it to pay) (A) franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of Holdings and (B) customary salary, bonus and other benefits payable to officers and employees of Holdings or its Subsidiaries to the extent such salaries, bonuses and other benefits are directly attributable to the ownership or operations of the Borrower and/or the other Restricted Subsidiaries, in an aggregate amount for clauses (iii)(A) and (iii)(B) together not to exceed $2,000,000 in any Fiscal Year of the Borrower;

(iv)the proceeds of which will be used by Holdings to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings held by any future, present or former employee, director, officer, member of management or consultant of Holdings or any direct or indirect parent thereof, or any of its Restricted Subsidiaries; provided that the aggregate amount of Restricted Payments

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made under this clause (c)(iv) does not exceed in any Fiscal Year $2,000,000; and provided, further, that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by Holdings (to the extent such proceeds are contributed to the Borrower);

(v)to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing or consummation of such Investment and (B) Holdings or the applicable parent company thereof shall, immediately following the closing or consummation thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or a Loan Party other than Holdings (or a Person that will become a Loan Party (other than Holdings) upon receipt of such contribution) or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into a Loan Party (other than Holdings) in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.12;

(vi)the proceeds of which shall be used by Holdings to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Holdings in an aggregate amount not to exceed $2,000,000 in any Fiscal Year of the Borrower; provided that any such cash payment shall not be for the purpose of evading the limitations set forth in this Section 7.06 (as determined in good faith by the board of directors or the managing board, as the case may be, of the applicable Restricted Subsidiary (or any authorized committee thereof));

(vii)the proceeds of which shall be used by Holdings to pay amounts of the type described in Section 7.08(c) and 7.08(d), in each case to the extent the applicable payment would be permitted under Section 7.08(c) or 7.08(d) if such payment were to be made by the Borrower and in lieu of such payment being made under Section 7.08(c) and 7.08(d); and

(d)so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Holdings and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount that does not exceed the sum of the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenants set forth in Section 7.10 after giving effect to such Restricted Payment and the use of proceeds thereof.

Section 7.07.Change In Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by Holdings and its Restricted Subsidiaries on the date hereof or any business reasonably related or ancillary thereto.

Section 7.08.Transactions With Affiliates. Neither Holdings nor any Restricted Subsidiary shall enter into any transaction of any kind with any Affiliate, whether or not in the ordinary course of business, unless such transaction is (x) not otherwise prohibited under this Agreement and (y) upon terms no less favorable to Holdings or such Restricted Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate; provided that nothing in this Section 7.08 shall be deemed to prohibit:

(a)transactions among the Loan Parties or among the Loan Parties and any Person that becomes a Guarantor as a result of such transaction;

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(b)employment and severance arrangements between Holdings and its Restricted Subsidiaries and their respective officers and employees, as determined in good faith by the board of directors or senior management of the relevant Person;

(c)the payment of customary fees and reimbursement of reasonable out-of-pocket costs of, and customary indemnities provided to or on behalf of, directors, officers and employees of Holdings or any direct or indirect parent thereof and the Restricted Subsidiaries, to the extent attributable to the ownership or operations of the Restricted Subsidiaries, as determined in good faith by the board of directors or senior management of the relevant Person;

(d)so long as no Default or Event of Default under Sections 8.01(a), (f) or (g) has occurred and is continuing or would result therefrom, payments to the Sponsor permitted pursuant to Section 7.06 of management, consulting, monitoring, advisory and other fees and indemnities and expenses pursuant to the Management Agreement in an aggregate amount not to exceed $2,000,000 in any Fiscal Year of the Borrower; provided that, at any time on or after the date on which the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, the Borrower shall be authorized to pay a one-time payment of an additional amount not to exceed $5,000,000 as a one-time termination fee to Sponsor; and

(e)payments to or from, and transactions with, Joint Ventures in the ordinary course of business.

Section 7.09.Burdensome Agreements. Enter into or permit to exist any Contractual Obligation (other than this Agreement or any other Loan Document, the Senior Notes Indenture or customary terms in any documentation providing for any Permitted Refinancing thereof, so long as the restrictions in any such Permitted Refinancing, taken as a whole, in the good faith judgment of the Borrower, are no more disadvantageous to the Lenders than the restrictions set forth in the Senior Notes Indenture) that limits the ability of (a) any Subsidiary to make Restricted Payments to the Borrower or any Subsidiary Guarantor or to otherwise transfer property to or invest in the Borrower or any Subsidiary Guarantor, or (b) the Borrower or any Loan Party to create, incur, assume or suffer to exist Liens on property of such Person for the benefit of the Secured Parties with respect to the Facilities and the Obligations under the Loan Documents; provided that the foregoing shall not apply to any Contractual Obligation that (i) (A) exists on the date hereof and is listed on Schedule 7.09 and (B) to the extent Contractual Obligations permitted by clause (A) are set forth in an agreement evidencing Indebtedness, are set forth in any agreement evidencing any permitted renewal, extension or refinancing of such Indebtedness so long as such renewal, extension or refinancing does not expand the scope of the restrictions described in clauses (A) or (B) that are contained in such Contractual Obligation, (ii) are binding on a Subsidiary at the time such Subsidiary first becomes a Restricted Subsidiary, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Restricted Subsidiary, (iii) represent Indebtedness of a Restricted Subsidiary that is not a Loan Party which is permitted by Section 7.03 so long as such restrictions do not apply to any Loan Party, (iv) arise in connection with any Disposition permitted by Section 7.05, (v) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 7.02 and applicable solely to such joint venture, (vi) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 7.03 but solely to the extent any negative pledge relates to the property financed by or secured by such Indebtedness (and excluding in any event any Indebtedness constituting any Unsecured Financing) or that expressly permits Liens for the benefit of the Agents and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis without the requirement that such holders of such Indebtedness be secured

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by such Liens on an equal and ratable, or junior, basis, (vii) are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions apply only to the assets subject thereto, (viii) comprise restrictions imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 7.03(f) to the extent that such restrictions apply only to the property or assets securing such Indebtedness, (ix) are customary provisions restricting subletting or assignment of any Lease governing a leasehold interest, (x) are customary provisions restricting assignment or transfer of any agreement entered into in the ordinary course of business or (xi) are restrictions that apply solely to cash or other deposits permitted under Section 7.01.

Section 7.10.Financial Covenants.

(a)Senior Secured Leverage Ratio. For any Fiscal Quarter of Holdings and its Restricted Subsidiaries ending on or after the Second Amendment Effective Date, for as long as the Existingany Revolving Credit Commitments remain outstanding, unless the Required Revolving Lenders otherwise consent in writing, permit the Senior Secured Leverage Ratio as of the end of each Fiscal Quarter ending on or after June 30, 2013 to be greater than 4.00:1.00.

(b)[Reserved].

Section 7.11.Amendments of Certain Documents. Amend or otherwise modify (a) any of its Organization Documents in a manner materially adverse to the Administrative Agent or the Lenders, or (b) any term or condition of any Unsecured Financing Documentation in any manner materially adverse to the interests of the Administrative Agent or the Lenders.

Section 7.12.Accounting Changes. Make any change in Fiscal Year of the Borrower or the Accounting Periods related thereto.

Section 7.13.Prepayments, Etc. of Indebtedness. Voluntarily prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner (it being understood that regularly scheduled payments of interest on the Senior Notes shall be permitted) any Unsecured Financing or make any payment in violation of any subordination terms of any Unsecured Financing Documentation, except (a) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, for an aggregate purchase price, or in an aggregate prepayment amount, not to exceed the Available Amount; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction; (b) a Permitted Refinancing thereof (including through exchange offers and similar transactions); (c) the conversion of any Unsecured Financing to Equity Interests (other than Disqualified Equity Interests), and (d) solely with respect to the Senior Notes, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes after the date that is one (1) year prior to the maturity thereof and (e) at any time after the Borrower has received Eligible Equity Proceeds of at least $50,000,000 from a Qualifying IPO, so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, any voluntary prepayment, redemption, purchase or satisfaction of the Senior Notes; provided that Holdings and its Restricted Subsidiaries shall be in Pro Forma Compliance with the covenant set forth in Section 7.10 after giving effect to such payment, prepayment, redemption, purchase, defeasance or satisfaction.

Section 7.14.Limitations on Holdings and Certain Subsidiaries. (a) Holdings shall not (i) create, incur, assume or suffer to exist any Liens on any Equity Interests of the Borrower (other than Liens permitted by Section 7.01(a)(i) and nonconsensual Liens to the extent permitted under Section 7.01) or (ii) conduct or engage in any operations or business other than (A) those incidental to its ownership of the

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Equity Interests of the Borrower, (B) the maintenance of its legal existence, (C) the performance of the Loan Documents and the Management Agreement, (D) any Qualifying IPO or any other issuance of its Equity Interests not prohibited by Article 7, (E) any transaction that Holdings is expressly permitted or contemplated to enter into or consummate under this Article 7 (including the incurrence of Permitted Unsecured Indebtedness), (F) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries and (G) holding any cash or property received in connection with Restricted Payments made by the Restricted Subsidiaries pursuant to Section 7.06 pending application thereof by Holdings; provided that, after giving effect to any transactions and related payments permitted under clauses (i) or (ii) above, Holdings shall not have any material assets (other than the Equity Interests of the Borrower) or any material liabilities (other than any Permitted Unsecured Indebtedness).

(b)No Dormant Subsidiary shall (i) create, incur, assume or suffer to exist any Liens on its assets or property; (ii) conduct or engage in any operations or business (including, without limitation, making Investments or Restricted Payments or engaging in transactions with Affiliates), other than (A) those incidental to its dissolution or sale, (B) maintaining its legal existence, (C) participating in tax, accounting and other administrative matters as a member of the consolidated group of Holdings and its Subsidiaries or (iii) incur or hold any liabilities (including Indebtedness) other than (A) liabilities that, in the aggregate, are not material or (B) Membership Deposit Liabilities. Neither the total assets nor the total revenues of all Dormant Subsidiaries, taken together, shall exceed 1% of the Borrower’s consolidated total assets or consolidated total revenues, respectively.

(c)The aggregate Fair Market Value valueof all property and assets transferred to, contributed to or otherwise held (as valued at the time of designation of each applicable Subsidiary pursuant to Section 6.17) by all Prepayment Unrestricted Subsidiaries (other than Dormant Subsidiaries), taken together, in each case, that were property or assets held by Holdings or its Subsidiaries on the Closing Date (excluding cash or Cash Equivalents to the extent the Investment thereof by Holdings or any of its Restricted Subsidiaries is permitted under Section 7.02(l)), does not exceed $75,00,000. Neither the total assets (excluding cash or Cash Equivalents to the extent received as an Investment from Holdings or any of its Restricted Subsidiaries permitted under Section 7.02(l)) nor the total revenues of all Unrestricted Subsidiaries, taken together, shall exceed 7.5% of the Borrower’s consolidated total assets or consolidated total revenues, respectively.

Section 7.15.Designated Senior Debt. Designate any Indebtedness (other than under this Agreement and the other Loan Documents) of Holdings or its Restricted Subsidiaries as “Designated Senior Indebtedness” or “Senior Secured Financing” (or any comparable term) under, and as defined in, any Unsecured Financing Documentation.

Section 7.16.Pension Plans. With respect to any Pension Plan maintained by any ERISA Affiliate (excluding Holdings and its Restricted Subsidiaries), none of Holdings or any Restricted Subsidiary shall become a sponsor of any such plan, and no benefit liabilities under any such plan shall be transferred to a Pension Plan maintained by Holdings or any Restricted Subsidiary.

ARTICLE 8
EVENTS OF DEFAULT AND REMEDIES

Section 8.01.Events of Default. Any of the following shall constitute an Event of Default:

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(a)Non-Payment. The Borrower or any other Loan Party fails to pay (i) when due, any amount of principal of any Loan or any L/C Borrowing, (ii) any amounts due under Section 2.16(a) within two (2) Business Days following the Administrative Agent’s demand, or (iii) within five (5) Business Days after the same becomes due, any interest on any Loan or any other amount payable hereunder or with respect to any other Loan Document; or

(b)Specific Covenants. Holdings or any Restricted Subsidiary fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, Section 6.02(b), Section 6.03(a), Section 6.05(a) or Section 6.11 or Article 7 (other than with respect to Section 7.10); or

(c)Other Defaults. Holdings or any Restricted Subsidiary fails to perform or observe any other covenant or agreement (not specified in Sections 8.01(a) or (b) above, and in any case, other than Section 7.10) contained in any Loan Document and applicable to it and such failure continues for thirty (30) days after notice thereof by the Administrative Agent to the Borrower; or

(d)Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of Holdings or any Restricted Subsidiary in this Agreement, any other Loan Document, or in any document required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e)Cross-Default. Holdings or any Restricted Subsidiary (i) fails to make any payment beyond any applicable grace period with respect thereto (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Material Indebtedness (other than in respect of the Obligations), or (ii) fails to observe or perform any other agreement or condition relating to any such Material Indebtedness, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Material Indebtedness to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Material Indebtedness to be made, prior to its stated maturity; provided that this clause (e)(ii) shall not apply to secured Material Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Material Indebtedness, if such sale or transfer is permitted hereunder and under the documents providing for such Material Indebtedness; or

(f)Insolvency Proceedings, Etc. Holdings or any Restricted Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, examiner, administrator, administrative receiver or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, examiner, administrator, administrative receiver or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for sixty (60) calendar days, or an order for relief is entered in any such proceeding or any similar steps or proceedings under Debtor Relief Laws applicable to such Person; or

(g)Inability To Pay Debts; Attachment. (i) Holdings or any Restricted Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due or

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(ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h)Judgments. There is entered against Holdings or any Restricted Subsidiary one or more final judgments or orders for the payment of money in an aggregate amount exceeding $25,000,000 (to the extent not covered by independent third-party insurance as to which the insurer has been notified of such judgment or order and does not deny coverage) and there is a period of sixty (60) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i)ERISA. An ERISA Event shall have occurred (or a similar event shall have occurred with respect to a Foreign Plan) that, when taken together with all other ERISA Events that have occurred (and similar events that have occurred with respect to Foreign Plans), could reasonably be expected to result in a Material Adverse Effect; or

(j)Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder (including as a result of a transaction permitted under Section 7.04 or Section 7.05) or satisfaction in full of all the Obligations, ceases to be in full force and effect; or Holdings or any Restricted Subsidiary contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party denies in writing that it has any or further liability or obligation under any Loan Document (other than as a result of repayment in full of the Obligations and termination of the Aggregate Commitments or as a result of a transaction permitted hereunder or thereunder (including under Section 7.04 or Section 7.05)), or purports in writing to revoke or rescind any Loan Document; or

(k)Change of Control. There occurs any Change of Control; or

(l)Collateral Documents. Any Collateral Document after delivery thereof pursuant to Section 4.01 or Sections 6.12 and 6.18 shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien on and security interest in the Collateral covered thereby, subject only to nonconsensual Permitted Prior Liens, or any Loan Party shall assert in writing such invalidity or lack of perfection or priority; or

(m)Material Agreements. There occurs any termination of a Material Agreement that could reasonably be expected to result in a Material Adverse Effect; or

(n)Financial Covenant Event of Default. Solely with respect to the Revolving Credit Loans, Swing Line Loans and the Letters of Credit, the Borrower shall fail to observe or perform Section 7.10 (the “Financial Covenant Event of Default”); provided that notwithstanding anything to the contrary in this Agreement or the other Loan Documents, a Financial Covenant Event of Default shall not constitute an Event of Default with respect to any Term Loans except as set forth in clause (o) below; or

(o)Financial Covenant Cross Default. With respect to Term Loans, any event specified in clause (n) of this Section 8.01 shall have occurred and the Required Revolving Lenders shall, as a result of such event and prior to the prepayment in full of all outstanding Revolving Credit Borrowings and Swing Line Borrowings and the Cash Collateralization of all outstanding Letters of Credit in a manner reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer, (i) terminate the Revolving Credit Commitments or (ii) declare the Revolving CreditLoans then outstanding

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to be due and payable prior to the Revolving Maturity Date, in whole or in part (a “Financial Covenant Cross Default”); provided that no Event of Default shall remain continuing under this clause upon the Required Revolving Lenders rescinding such acceleration and/or waiving such Financial Covenant Cross Default with respect to the Revolving CreditLoans.

Section 8.02.Remedies upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent may, and at the request of the Required Lenders, shall, take any or all of the following actions:

(a)declare the Commitment of each Lender to make Loans and any obligation of the L/C IssuerIssuers to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated;

(b)declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c)require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d)exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable Law;

provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to Holdings or any Restricted Subsidiary under the Bankruptcy Code of the United States or any similar Debtor Relief Laws, the obligation of each Lender to make Loans and any obligation of each ofthe L/C IssuerIssuers to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Loan Parties to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

Section 8.03.Application Of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including Attorney Costs payable under Section 10.04and amounts payable under Article 3, but not including principal of or interest on any Loan) payable to the Administrative Agent in its capacity as such;

Second, to the payment in full of the Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, the Swing Line Lender and any L/C IssuerIssuers of any Class pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any distribution);

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Third, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including Attorney Costs payable under Section 10.04 and amounts payable under Article 3), ratably among them in proportion to the amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Revolving Credit Loans and L/C Borrowings, ratably among the Revolving Credit Lenders of each Classin proportion to the respective amounts described in this clause Fourth payable to them;

Fifth, to payment of that portion of the Obligations constituting unpaid principal of the Revolving Credit Loans and L/C Borrowings up to an amount equal to $155,000,000, ratably among the Secured Parties in proportion to the respective amounts described in this clause Fifth held by them;

Sixth, to the Administrative Agent for the account of theeach L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of anyLetters of Credit;

Seventh, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Term Loans ,ratably among the Term Lenders in proportion to the respective amounts described in this clause Seventh payable to them;

Eighth, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans and, to the extent not repaid pursuant to clause Fifth above, the Revolving Credit Loans and L/C Borrowingsratably among the Secured Parties in proportion to the respective amounts described in this clause Eighth held by them;

Ninth, to payment of the Secured Hedge Obligations and the Cash Management Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause Ninth held by them;

Tenth, to the payment of all other Obligations of the Loan Parties that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Ninth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, delivered to the Borrower.

ARTICLE 9
ADMINISTRATIVE AGENT AND OTHER AGENTS

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Section 9.01.Appointment and Authority.

(a)Each of the Lenders and theeach L/C Issuer hereby irrevocably appoints Citicorp North America, Inc., to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are expressly delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and theeach L/C Issuer, and none of Holdings or any Restricted Subsidiary shall have rights as a third party beneficiary of any of such provisions.

(b)TheEach L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and theeach L/C Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article 9 with respect to any acts taken or omissions suffered by theany L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Article 9 and in the definition of “Related Parties” included theany L/C Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to theeach L/C Issuer.

(c)The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), L/C Issuer (if applicable) and, if applicable, Hedge Bank) hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of (and to hold any security interest created by the Collateral Documents for and on behalf of or on trust for) such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” (and any sub-agents and appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article 9 and Section 10.04 and Section 10.05 (including, without limitation, Section 10.05 as though such sub-agents were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

Section 9.02.Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Holdings and any Restricted Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section 9.03.Exculpatory Provisions. No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

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(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;

(b)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents); provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Laws; and

(c)shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Holdings or any Restricted Subsidiary or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower, a Lender or theany L/C Issuer.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 9.04.Reliance by Administrative Agent.

(a)The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or theany L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or thesuch L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or thesuch L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

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Section 9.05.Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub‑agents appointed by the Administrative Agent. The Administrative Agent and any such sub‑agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub‑agent and to the Related Parties of the Administrative Agent and any such sub‑agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Section 9.06.Resignation of Administrative Agent. (a) The Administrative Agent may at any time give notice of its resignation to the Lenders, theeach L/C Issuer and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a succesorsuccessor Administrative Agent. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after receipt of such notice of resignation, then the retiring Administrative Agent may on behalf of the Lenders and theeach L/C Issuer, appoint a successor Administrative Agent; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such resignation notice. If the Administrative Agent is a Defaulting Lender or an Affiliate of a Defaulting Lender, either the Required Lenders or the Borrower may, upon ten (10) days’ notice remove the Administrative Agent. Upon receipt of any such notice of removal, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a replacement Administrative Agent. Such removal will be effective on the earlier of (i) the date a replacement Administrative Agent is appointed and (ii) the date that is ten (10) Business Days after the giving of such notice by the Requisite Lenders (regardless of whether a replacement Administrative Agent has been appointed). The retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C IssuerIssuers under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and theeach L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) or removed Administrative Agent, and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Loan Parties to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article 9 and Sections 10.04 and 10.05 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub‑agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent.

(b)Notwithstanding anything to the contrary contained herein, Citicorp North America, Inc. and Citibank, N.A., as applicable,may, upon ten (10) days’ notice to the Borrower and the Lenders, resign as L/C Issuer of the applicable Classand/or the Swing Line Lender. In the event of any such resignation as anL/C Issuer or aSwing Line Lender, the Borrower shall be entitled to appoint from

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among the Lenders willing to accept such appointment a successor L/C Issuer or Swing Line Lender hereunder; provided that no failure by the Borrower to appoint any such successor shall affect the resignation of Citicorp North America, Inc. or Citibank, N.A., as applicable,as L/C Issuer or Swing Line Lender, as the case may be. If Citicorp North America, Inc. or Citibank, N.A., as applicable,resigns as L/C Issuer of any Class, it (i) shall retain all the rights and obligations of thean L/C Issuer of such Classhereunder with respect to all Letters of Credit of such Classoutstanding as of the effective date of its resignation as L/C Issuer of such Classand all L/C Obligations of such Classwith respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts with respect to Letters of Credit of such Classpursuant to Section 2.03(c)) and (ii) upon the request of Citicorp North America, Inc. or Citibank, N.A., as applicable, the Loan Parties shall immediately Cash Collateralize all L/C Obligations of such Classpursuant to arrangements reasonable satisfactory to Citicorp North America, Inc. or Citibank, N.A., as applicable,on the effective date of such resignation. If Citicorp North AmericaCitibank, IncN.A. resigns as Swing Line Lender, it (i) shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c) and (ii) upon the request of Citicorp North AmericaCitibank, IncN.A., the Borrower shall immediately repay all outstanding Swing Line Loans on the effective date of such resignation.

Section 9.07.Non-Reliance on Administrative Agent and Other Lenders. Each Lender and theeach L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and theeach L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section 9.08.Collateral and Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent:

(a)to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon all of the Obligations (other than (A) (x) Cash Management Obligations and (y)  Obligations under Secured Hedge Agreements not yet due and payable, and (B) contingent obligations not yet accrued and payable) having been paid in full, all Letters of Credit having been Cash Collateralized or otherwise back-stopped (including by “grandfathering” into any future credit facilities), in each case, on terms reasonably satisfactory to the relevant L/C Issuer in its reasonable discretion, or having expired or having been terminated, and the Aggregate Commitments having expired or having been terminated; (ii) that is Disposed of or to be Disposed of as part of or in connection with any Disposition not prohibited hereunder or under any other Loan Document to any Person other than a Loan Party; (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders; (iv) owned by a Guarantor upon release of such Guarantor from its obligations under its Guaranty pursuant to clause (c) below; or (v) as expressly provided in the Collateral Documents;

(b)to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and

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(c)to release any Guarantor from its obligations under the Guaranty if such Person becomes an Excluded Subsidiary or an Unrestricted Subsidiary (or otherwise ceases to be a Restricted Subsidiary under this Agreement) as a result of a transaction or designation permitted under this Agreement; provided that no such release shall occur with respect to an entity that becomes an Excluded Subsidiary or an Unrestricted Subsidiary if such Guarantor continues to be a guarantor in respect of any Unsecured Financing Obligation unless and until each guarantor is (or is being simultaneously) released from its guarantee with respect to such Unsecured Financing Obligation.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.08. In each case as specified in this Section 9.08, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.08 and without any representation or warranty whatsoever.

Section 9.09.No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arranger or any other Agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or theas an L/C Issuer hereunder.

Section 9.10.Appointment of Supplemental Administrative Agents.

(a)It is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction. It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case of the enforcement of any of the Loan Documents, or in case the Administrative Agent deems that by reason of any present or future Law of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents or take any other action which may be desirable or necessary in connection therewith, the Administrative Agent is hereby authorized to appoint an additional individual or institution selected by the Administrative Agent in its sole discretion as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent (any such additional individual or institution being referred to herein individually as a “Supplemental Administrative Agent” and collectively as “Supplemental Administrative Agents”).

(b)In the event that the Administrative Agent appoints a Supplemental Administrative Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to the Administrative Agent with respect to such Collateral shall be exercisable by and vest in such Supplemental Administrative Agent to the extent, and only to the extent, necessary to enable such Supplemental Administrative Agent to exercise such rights, powers and privileges with respect to such Collateral and to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and necessary to the exercise or performance thereof by such Supplemental Administrative Agent shall run to and be enforceable by either the Administrative Agent or such Supplemental Administrative Agent, and (ii) the provisions of this Article 9 and of Sections 10.04 and 10.05 (obligating the Borrower to pay the Administrative Agent’s expenses and to indemnify the

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Administrative Agent) that refer to the Administrative Agent shall inure to the benefit of such Supplemental Administrative Agent and all references therein to the Administrative Agent shall be deemed to be references to the Administrative Agent and/or such Supplemental Administrative Agent, as the context may require.

(c)Should any instrument in writing from Holdings or any Restricted Subsidiary be required by any Supplemental Administrative Agent so appointed by the Administrative Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties, the Borrower shall, or shall cause Holdings and such Restricted Subsidiary to, execute, acknowledge and deliver any and all such instruments promptly upon request by the Administrative Agent. In case any Supplemental Administrative Agent, or a successor thereto, shall die, become incapable of acting, resign or be removed, all the rights, powers, privileges and duties of such Supplemental Administrative Agent, to the extent permitted by Law, shall vest in and be exercised by the Administrative Agent until the appointment of a new Supplemental Administrative Agent.

Section 9.11.Withholding Tax. To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender (including, for purposes of this Section 9.11, any L/C Issuer), an amount equivalent to any applicable withholding tax. Without limiting or expanding the obligations of Holdings or any Restricted Subsidiary under Section 3.01, each Lender shall, and does hereby, indemnify the Administrative Agent, within thirty (30) calendar days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding tax ineffective). A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Section 9.11. The agreements in this Section 9.11 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of any Loans and all other amounts payable hereunder.

ARTICLE 10
MISCELLANEOUS

Section 10.01.Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Holdings or any Restricted Subsidiary therefrom, shall be effective unless in writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and Holdings, the Borrower and any applicable Restricted Subsidiary, as the case may be, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that notwithstanding the foregoing, (x)any amendment or waiver solely affecting the Tranche ARevolving Credit Lenders (or that does not directly or indirectly affect the rights and obligations of the Term Lenders or Tranche B Revolving Credit Lenders) under this Agreement and the other Loan Documents may be effected solely with the consent of the Required Tranche A Revolving Lenders, (y) any amendment or waiver solely

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affecting the Tranche B Revolving Credit Lenders (or that does not directly or indirectly affect the rights and obligations of the Term Lenders or Tranche A Revolving Credit Lenders) under this Agreement and the other Loan Documents may be effected solely with the consent of the Required Tranche BRevolving Lenders and (z)any amendment or waiver solely affecting the Term Lenders (or that does not directly and adversely affect the rights and obligations of the Revolving Credit Lenders) under this Agreement and the other Loan Documents may be effected solely with the consent of the Required Term Lenders (including, in each case, with respect to Section 8.03); provided, further, no such amendment, waiver or consent shall:

(i)extend or increase the Commitment of any Lender without the written consent of each Lender directly affected thereby (it being understood that a waiver of any condition precedent set forth in Section 4.01 or Section 4.02, or the waiver of any Default, Event of Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an extension or increase of any Commitment of any Lender);

(ii)postpone any date scheduled for any payment of principal or interest under Section 2.07 or Section 2.08or fees under Section 2.03(i), 2.03(j), Section 2.09(a) or Section 2.09(b), without the written consent of each Lender directly affected thereby, it being understood that the waiver of any mandatory prepayment of the Term Loans shall not constitute a postponement of any date scheduled for the payment of principal or interest;

(iii)reduce or forgive the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (iii) of the proviso following this Section 10.01(a)) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby, it being understood that any change to the definition of Total Leverage Ratio or in the component definitions thereof shall not constitute a reduction in any rate of interest or fees; provided that only the consent of the Required Lenders shall be necessary to amend the definition of “Default Rate” or to waive any obligation of any Loan Party to pay interest at the Default Rate;

(iv)change any provision of this Section 10.01 or the definition of “Required Lenders” without the written consent of each Lender or the definitions of “RequiredTranche ARevolving Lenders” without the consent of each Tranche A Revolving Credit Lender directly affected thereby, the definition of “Required Tranche B Revolving Lenders” without the consent of each Tranche BRevolving Credit Lender directly affected thereby or the definition of “Required Term Lenders” without the consent of each Term Lender directly affected thereby;

(v)release all or substantially all of (A) the Collateral in any transaction or series of related transactions or (B) the Guarantors from their obligations under the Guarantees, in each case, without the written consent of each Lender; or

(vi)amend Section 2.13, without the written consent of each Lender;

and providedfurther that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer of a particular Classin addition to the Lenders required above, affect the rights or duties of the L/C Issuer of such Classunder this Agreement or any Letter of Credit Application relating to any Letter of

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Credit of such Classissued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of, or any fees or other amounts payable to, the Administrative Agent under this Agreement or any other Loan Document; (iv) Section 10.07(g) may not be amended, waived or otherwise modified without the consent of each Granting Lender all or any part of whose Loans are being funded by an SPC at the time of such amendment, waiver or other modification; and (v) no amendment, waiver or consent shall amend, modify supplement or waive any condition precedent to any extension of credit under the Revolving Credit Facility set forth in Section 4.02 without the written consent of the Required Tranche ARevolving Lenders under the Tranche A Revolving Facility and Required Tranche B Revolving Lenders under the Tranche BRevolving Facility (it being understood that amendments, modifications, supplements or waivers of any other provision of any Loan Document, including any representation or warranty, any covenant or any Default or Event of Default, shall be deemed to be effective for purposes of determining whether the conditions precedent set forth in Section 4.02 have been satisfied regardless of whether the Required Tranche A Revolving Lenders or Required Tranche BRevolving Lenders shall have consented to such amendment, modification, supplement or waiver).

(b)Notwithstanding anything to the contrary herein, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable Laws, such Defaulting Lender shall not have any right to vote hereunder (including any vote to approve or disapprove any amendment, waiver or consent), except that (i) the Commitment of such Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender (it being understood that any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded from a vote of the Lenders hereunder requiring any consent of the Lenders), (ii) the principal of such Defaulting Lender’s Loans shall not be reduced or forgiven without the consent of such Defaulting Lender, (iii) the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender shall not be reduced without the consent of such Defaulting Lender, (iv) except as set forth in Section 2.16, the amount of any fee payable to such Defaulting Lender shall not be reduced without the consent of such Defaulting Lender and (v) the terms of this Section 10.01(b) shall not be altered without the consent of such Defaulting Lender.

(c)Notwithstanding anything to the contrary contained in this Section 10.01, in the event that the Borrower requests that this Agreement be modified or amended in a manner that would require the unanimous consent of all of the Lenders and such modification or amendment is agreed to by the Required Lenders, then with the consent of the Borrower and the Required Lenders, the Borrower and the Required Lenders shall be permitted to amend the Agreement without the consent of the Non-Consenting Lenders to provide for (i) the termination of the Commitment of each Non-Consenting Lender that is (x) a Revolving Credit Lender, (y) a Term Lender or (z) both, at the election of the Borrower and the Required Lenders; (ii) the addition to this Agreement of one or more other financial institutions (each of which must be an Eligible Assignee and together with any consents that would be required pursuant to Section 10.07 for an assignment to such Eligible Assignee), or an increase in the Commitment of one or more of the Lenders (with the written consent thereof), so that the total Commitment after giving effect to such amendment shall be in the same amount as the total Commitment immediately before giving effect to such amendment; (iii) if any Loans are outstanding at the time of such amendment, the making of such additional Loans by such new financial institutions or Required Lender or Lenders, as the case may be, as may be necessary to repay in full, at par, the outstanding Loans of the Non-Consenting Lenders (including, without limitation, any amounts payable pursuant to Section 2.05(a)(iv) and 3.05)

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immediately before giving effect to such amendment; and (iv) such other modifications to this Agreement as may be appropriate to effect the foregoing clauses (i), (ii) and (iii) of this Section 10.01(c).

(d)In addition, notwithstanding anything to the contrary contained in this Section 10.01 or any Loan Document, the Administrative Agent and any Loan Party may amend any Loan Document to correct administrative or manifest errors or omissions, to cure any ambiguities, defects, inconsistencies or mistakes, or to effect administrative changes that are not adverse to any Lender; provided that no such amendment shall become effective until the fifth (5th) Business Day after it has been posted to the Lenders, and then only if the Required Lenders have not objected in writing thereto within such five (5) Business Day period.

Section 10.02.Notices and Other Communications; Facsimile Copies.

(a)General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or any other Loan Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered to the applicable address or facsimile number, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i)if to Holdings or any other Restricted Subsidiary, the Administrative Agent, theany L/C Issuer or the Swing Line Lender, to the address, facsimile number or telephone number specified for such Person on Schedule 10.02 or to such other address, facsimile number or telephone number as shall be designated by such party in a notice to the other parties; and

(ii)if to any other Lender, to the address, facsimile number or telephone number specified in its Administrative Questionnaire or to such other address, facsimile number or telephone number as shall be designated by such party in a notice to the Borrower, the Administrative Agent, theany L/C Issuer and the Swing Line Lender.

All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered by mail, four (4) Business Days after deposit in the mails, postage prepaid; and (C) if delivered by facsimile, when sent and receipt has been confirmed; provided that notices and other communications to the Administrative Agent, theany L/C Issuer and the Swing Line Lender pursuant to Article 2 shall not be effective until actually received by such Person. Notices and other communications to the Lenders and theany L/C Issuer or theSwing Line Lender hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that, the foregoing shall not apply to notices to any Lender or any L/C Issuer or theSwing Line Lender pursuant to Section 2 if such Lender or such L/C Issuer or theSwing Line Lender, as applicable, has notified the Administrative Agent that it is incapable of receiving, or is unwilling to receive, notices under Section 2 by electronic communication. In no event shall a voice-mail message be effective as a notice, communication or confirmation hereunder. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement (which can be in electronic format)); and (ii) notices or communications posted to an Internet or intranet website (including Intralinks®, ClearPar® and SyndTrak® and any other Internet or extranet-based site) shall be deemed

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received upon the deemed receipt by the intended recipient, at its e-mail address as described in clause (i) above, of notification that such notice or communication is available and identifying the website address therefor; provided that, in the case of clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

(b)Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually signed originals and shall be binding on Holdings and all Restricted Subsidiaries, the Agents and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

(c)Reliance by Agents and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Agent-Related Person on each notice purportedly given by or on behalf of the Borrower in the absence of gross negligence or willful misconduct by such Agent-Related Person.

Section 10.03.No Waiver; Cumulative Remedies. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by Law.

Section 10.04.Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Arranger and the Administrative Agent (including, as applicable, any Supplemental Administrative Agent) for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents, and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of Weil, Gotshal & Manges LLP and, if necessary, of one local counsel and one regulatory counsel in each foreign jurisdiction as agreed between the Administrative Agent and the Borrower, and (b) to pay or reimburse the Administrative Agent and each Lender for all reasonable out-of-pocket costs and expenses incurred in connection with the enforcement of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs of counsel (which counsel shall be limited as provided in Section 10.05). The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other reasonable out-of-pocket expenses incurred by any Agent. All amounts due under this Section 10.04 shall be paid

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promptly. The agreements in this Section 10.04 shall survive the termination of the Aggregate Commitments and repayment of all other Obligations. If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it hereunder or under any Loan Document, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender, in its sole discretion.

Section 10.05.Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower agrees that it shall indemnify and hold harmless each Agent-Related Person, each Arranger, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents, attorneys-in-fact, trustees and advisors (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs (which shall be limited to one (1) counsel to the Indemnitees taken as a whole (and, if necessary, one local counsel and one regulatory counsel to the Indemnitees taken as a whole in each appropriate jurisdiction), unless (x) the interests of the Indemnitees are sufficiently divergent, in which case additional counsel may be appointed and (y) if the interests of any Lender or group of Lenders (other than all of the Lenders) are distinctly or disproportionately affected, one additional counsel for such Lender or group of Lenders)) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby; (b) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by thean L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit); (c) any actual or alleged presence or Release of Hazardous Materials on, at, under or from any property or facility currently or formerly owned or operated by Holdings or any Restricted Subsidiary, or any Environmental Liability related in any way to Holdings or any Restricted Subsidiary; or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is instituted by a third party or by Holdings or any Restricted Subsidiary) (all the foregoing, collectively, the “Indemnified Liabilities”), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements (x) have been determined in the final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such Indemnitee or a material breach of the Loan Documents by such Indemnitee or (y) arise from claims of any of the Indemnitees solely against one or more Indemnitees (and not by one or more Lenders against the Administrative Agent or one or more of the other Agents) that have not resulted from the action, inaction, participation or contribution of Holdings or any Restricted Subsidiary, their Affiliates or any of their respective officers, directors, stockholders, partners, members, employees, agents, representatives or advisors. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.05 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Holdings or any Restricted Subsidiary, its directors,

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shareholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 10.05 shall be paid promptly. The agreements in this Section 10.05 shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Section 10.06.Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to any Agent or any Lender, or any Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by any Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect.

Section 10.07.Successors and Assigns.

(a)The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (unless in connection with a transaction permitted under Section 7.04) and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of Section 10.07(b) or, in the case of any Eligible Assignee that, upon giving effect to such assignment, would be an Affiliated Lender, Section 10.07(i); (ii) by way of participation in accordance with the provisions of Section 10.07(d); (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 10.07(f) or Section 10.07(h), as the case may be; or (iv) to an SPC in accordance with the provisions of Section 10.07(g) (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 10.07(d) and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b)Each Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Credit Commitment and the Revolving Credit Loans at the time owing to it and all of its rights and obligations with respect to the Term Loans, Swing Line Loans and Letters of Credit); provided that any such assignment shall be subject to the following conditions:

(i)(A) in the case of an assignment of (x) the entire remaining amount of the assigning Lender’s Revolving Credit Commitment and Term Commitment and the Term Loans, Revolving Credit Loans and Swing Line Loans at the time owing to it or (y) in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned and (B) in any case not described in clause

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(b)(i)(A) above, the aggregate amount of the Term Loans, the Term Commitment or the Revolving Credit Commitment (which for this purpose includes the Outstanding Amount of Revolving Credit Loans thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Term Loans or the Outstanding Amount of Revolving Credit Loans of the assigning Lender subject to each such assignment (determined as of the effective date of the Assignment and Assumption with respect to such assignment) shall not be less than $2,500,000, unless the Administrative Agent otherwise consents (each such consent not to be unreasonably withheld or delayed); provided that concurrent assignments to or by Approved Funds will be treated as a single assignment for the purpose of meeting the minimum transfer requirements.

(ii)(A) if any such assignment shall be of the assigning Lender’s Outstanding Amount of Revolving Credit Loans and Revolving Credit Commitment, such assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Outstanding Amount of Revolving Credit Loans and the Revolving Credit Commitment assigned and (B) if any such assignment shall be of the assigning Lender’s Term Loans and Term Commitment, such assignment shall be made as an assignment of a proportionate part of all the assigning Lenders rights and obligations under this Agreement with respect to the Term Loans and Term Commitment assigned. Any such assignment need not be ratable as among the Term Loan Facility and the Revolving Credit Facility.

(iii)No consent shall be required for any assignment except to the extent required by clause (b)(i)(B) above and, in addition:

(A)the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required with respect to assignments of Revolving Credit Loans and Revolving Credit Commitments unless (x) an Event of Default in respect of Section 8.01(a), Section 8.01(f) or Section 8.01(g) shall have occurred and be continuing at the time of such assignment or would result therefrom, (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund or (z) such assignment is by an Affiliate of the Administrative Agent made within sixty (60) Business Days after the Closing Date of its Commitments held on the Closing Date; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

(B)the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund;

(C)the consent of the L/C Issuer of a particular Class(such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit of such Class(whether or not then outstanding)

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(D)The consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Swing LineLoans.

(iv)the parties to each assignment (which shall not include the Borrower unless its consent to such assignment is required hereunder) shall (A) execute and deliver to the Administrative Agent an Assignment and Assumption via an electronic settlement system acceptable to the Administrative Agent (which initially shall be ClearPar, LLC) or (B) manually execute and deliver to the Administrative Agent an Assignment and Assumption together with a processing and recordation fee of $3,500 (which fee may be waived by the Administrative Agent in its discretion); provided that only a single processing and recordation fee shall be payable in respect of multiple contemporaneous assignments to Approved Funds with respect to any Lender; and

(v)the assigning Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent.

(vi)Subject to acceptance and recording thereof by the Administrative Agent pursuant to Section 10.07(c), from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 3.01, Section 3.04, Section 3.05, Section 10.04 and Section 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, and the surrender by the assigning Lender of its Note, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this clause (b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 10.07(d).

(c)The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and related interest amounts) of the Loans, L/C Obligations (specifying the Unreimbursed Amounts), L/C Borrowings and amounts due under Section 2.03, owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, absent manifest error, and the Borrower, the Agents and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by any Agent and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Notwithstanding anything to the contrary contained in this Agreement, the Credit Extensions are intended to be treated as registered obligations for federal income tax purposes. Any right or title in or to any Credit Extensions (including with respect to the principal amount and any stated interest thereon) may only be assigned or otherwise transferred through the Register. This Sectionshall be construed so

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that the Credit Extensions are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code, Treasury Regulation Section5f.103-1(c) and any other related regulations (or any successor provisions of the Code or such regulations). The Register shall be conclusive evidence absent manifest error of the principal and any stated interest amount owed under the Credit Extensions.

(d)Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement or the other Loan Documents; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that directly affects such Participant. Subject to Section 10.07(e), the Borrower agrees that each Participant shall be entitled to the benefits of Section 3.01, Section 3.04 and Section 3.05 (subject to the requirements and limitations therein and in Sections 3.06 and 10.15) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 10.07(b) and such Participant agrees to be bound by such Sections and Section 3.06. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as an non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(e)A Participant shall not be entitled to receive any greater payment under Section 3.01, Section 3.04 or Section 3.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent (which consent shall not be unreasonably withheld or delayed).

(f)Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

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(g)Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that an SPC shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 (subject to the requirements and limitations therein and in Sections 3.06 and 10.15) , but (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including their obligations under Section 3.01, Section 3.04 or Section 3.05), unless the grant to an SPC is made with the prior written consent of the Borrower (which shall not be unreasonably withheld or delayed), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(h)Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may, without the consent of or notice to the Administrative Agent or the Borrower, create a security interest in all or any portion of the Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities; provided that unless and until such trustee actually becomes a Lender in compliance with the other provisions of this Section 10.07, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and, (ii) such trustee shall not be entitled to exercise any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise (unless such trustee is an Eligible Assignee which has complied with the requirements of Section 10.07(b)).

(x)(i)    Subject to the terms of Section 10.07(b)(i), (b)(ii), (b)(v) and (b)(vi), any Lender may assign all or a portion of its Term Loans to any Person who, after giving effect to such assignment, would be an Affiliated Lender (without the consent of any Person but subject to acknowledgment by the Administrative Agent); provided that:

(A)Except as previously disclosed in writing to the Administrative Agent and the Term Lenders, each Affiliated Lender shall represent and warrant that, as of the date of any assignment to or from such Affiliated Lender pursuant to this Section 10.07(i), neither the Affiliated Lender nor the Sponsor to which such Affiliated Lender is an Affiliate has any material non-public information (“MNPI”) with respect to Holdings, any of its Subsidiaries or their respective securities that has not been disclosed to the assigning Lender, potential assignee, the Administrative Agent and the Lenders (other than because such Person does

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not wish to receive MNPI with respect to Holdings, any of its Subsidiaries or their respective securities) prior to such date to the extent such information could reasonably be expected to have a material effect upon, or otherwise be material, to such Person’s decision to assign its Term Loans to or receive an assignment of Term Loans from such Affiliated Lender (as applicable);

(B)the assigning Lender and the Affiliated Lender purchasing such Lender’s Term Loans shall execute and deliver to the Administrative Agent an assignment agreement substantially in the form of Exhibit J hereto (an “Affiliated Lender Assignment and Assumption”) together with a processing and recordation fee of $3,500;

(C)for the avoidance of doubt, Lenders shall not be permitted to assign Revolving Credit Commitments or Revolving Credit Loans to an Affiliated Lender and any purported assignment of Revolving Credit Commitments or Revolving Credit Loans to an Affiliated Lender shall be null and void; and

(D)at the time of such assignment after giving affect to such assignment, the aggregate principal amount of all Loans held by Affiliated Lenders shall not exceed 20% of the aggregate principal amount of all Loans and Commitments outstanding under this Agreement.

(ii)Notwithstanding anything to the contrary in this Agreement, no Affiliated Lender shall have any right to (A) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of Holdings and its Subsidiaries are not invited or (B) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to Holdings, its Subsidiaries or their representatives.

(iii)Notwithstanding anything to the contrary in this Agreement (including in Section 10.01 or the definition of “Required Lenders”), for purposes of determining whether the Required Lenders, all affected Lenders or all Lenders have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure by any Loan Party therefrom, (B) otherwise acted on any matter related to any Loan Document or (C) directed or required the Administrative Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, an Affiliated Lender shall be deemed to have voted its interest as a Lender without discretion in the same proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliated Lenders; provided that no amendment, modification, waiver, consent or other action with respect to any Loan Document shall deprive such Affiliated Lender of its Pro Rata Share of any payments to which such Affiliated Lender is entitled under the Loan Documents without such Affiliated Lender providing its consent; provided, further, that such Affiliated Lender shall have the right to approve any amendment, modification, waiver or consent of the type described in Section 10.01(a)(i), (a)(ii), (a)(iii) or (a)(iv) of this Agreement to the extent that such Affiliated Lender is affected thereby; and, in

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furtherance of the foregoing, (x) the Affiliated Lender agrees to execute and deliver to the Administrative Agent any instrument reasonably requested by the Administrative Agent to evidence the voting of its interest as a Lender in accordance with the provisions of this Section 10.07(i); provided that if the Affiliated Lender fails to promptly execute such instrument such failure shall in no way prejudice any of the Administrative Agent’s rights under this paragraph and (y) the Administrative Agent is hereby appointed (such appointment being coupled with an interest) by the Affiliated Lender as the Affiliated Lender’s attorney-in-fact, with full authority in the place and stead of the Affiliated Lender and in the name of the Affiliated Lender, from time to time in the Administrative Agent’s discretion, to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this Section 10.07(i)(iii).

(iv)Each Affiliated Lender, solely in its capacity as a Term Lender, hereby agrees, and each Affiliated Lender Assignment Agreement shall provide a confirmation that, if Holdings or any Restricted Subsidiary shall be subject to any voluntary or involuntary proceeding commenced under any Debtor Relief Laws (“Bankruptcy Proceedings”), (i) such Affiliated Lender shall not take any step or action in such Bankruptcy Proceeding to object to, impede or delay the exercise of any right or the taking of any action by the Administrative Agent (or the taking of any action by a third party that is supported by the Administrative Agent) in relation to such Affiliated Lender’s claim with respect to its Loans (a “Claim”) (including, without limitation, objecting to any debtor in possession financing, use of cash collateral, grant of adequate protection, sale or disposition, compromise or plan of reorganization) so long as such Affiliated Lender is treated in connection with such exercise or action on the same or better terms as the other Term Lenders and (ii) with respect to any matter requiring the vote of Term Lenders during the pendency of a Bankruptcy Proceeding (including, without limitation, voting on any plan of reorganization), the Loans held by such Affiliated Lender (and any Claim with respect thereto) shall be deemed to be voted in accordance with clause (iii) of this Section 10.07(i), so long as such Affiliate Lender is treated in connection with the exercise of such right or taking of such action on the same or better terms as the other Term Lenders. For the avoidance of doubt, the Lenders and each Affiliated Lender agree and acknowledge that the provisions set forth in this clause (iv) of Section 10.07(i), and the related provisions set forth in each Affiliated Lender Assignment and Assumption, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the United States Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where Holdings or any Restricted Subsidiary has filed for protection under any Debtor Relief Law applicable to Holdings or any such Restricted Subsidiary.

Section 10.08.Confidentiality. Each of the Agents and the Lenders agrees to maintain the confidentiality of the Information, except that Information may be disclosed (a) to it and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority; (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process; (provided that the Agent or Lender that discloses any Information pursuant to this clause (c) shall provide the Borrower prompt notice of such disclosure to the extent permitted by applicable Law); (d) to any other party to this Agreement; (e) subject to an agreement containing

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provisions substantially the same as those of this Section 10.08(or as may otherwise be reasonably acceptable to the Borrower), to any Eligible Assignee of or Participant in, or any prospective Eligible Assignee or pledgee of or Participant in, any of its rights or obligations under this Agreement; (f) with the written consent of the Borrower; (g) to the extent such Information becomes publicly available other than as a result of a breach of this Section 10.08; (h) to any state, Federal or foreign authority or examiner (including the National Association of Insurance Commissioners or any other similar organization) (in which case such Person shall, except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify the Borrower, in advance, to the extent lawfully permitted to do so); (i) to any rating agency when required by it (it being understood that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Information relating to Holdings and its Restricted Subsidiaries received by it from such Lender); (j) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder to the extent reasonably necessary in connection with such enforcement or (k) to any direct or indirect contractual counterparty in swap agreements or such contractual counterparty’s professional advisors (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 10.08 or as may otherwise be reasonably acceptable to the Borrower). In addition, the Agents and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agents and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents (other than any Fee Letter), the Commitments, and the Credit Extensions. For the purposes of this Section 10.08, “Information” means all information received from Holdings or any of its Subsidiaries relating to Holdings or any of its Restricted Subsidiaries or its or their business, other than any such information that is publicly available to any Agent or any Lender prior to disclosure by Holdings or any of its Subsidiaries other than as a result of a breach of this Section 10.08; provided that, in the case of information received from Holdings or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential.

Section 10.09.Setoff. In addition to any rights and remedies of the Lenders provided by Law, upon the occurrence and during the continuance of any Default or Event of Default, after obtaining the prior written consent of the Administrative Agent, each Lender and its Affiliates are authorized at any time and from time to time, without prior notice to Holdings or any Subsidiary, any such notice being waived by Holdings (on its own behalf and on behalf of each Subsidiary) to the fullest extent permitted by Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other Indebtedness at any time owing by, such Lender or such Affiliate of a Lender to or for the credit or the account of Holdings and the respective Subsidiaries against any and all Obligations owing to such Lender hereunder or under any other Loan Document, now or hereafter existing, irrespective of whether or not such Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or denominated in a currency different from that of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set off and application made by such Lender or its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of the Administrative Agent and each Lender under this Section 10.09 are in addition to other rights and remedies (including, without limitation, other rights of setoff) that the Administrative Agent and such Lender may have.

Section 10.10.Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the

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maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If any Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by an Agent or a Lender exceeds the Maximum Rate, such Agent or Lender may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

Section 10.11.Counterparts. This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Loan Document shall be effective as delivery of an original executed counterpart of this Agreement and such other Loan Document. The Agents may also require that any such documents and signatures delivered by telecopier be confirmed by a manually signed original thereof; provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature delivered by telecopier.

Section 10.12.Integration. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agents or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof.

Section 10.13.Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by each Agent and each Lender, regardless of any investigation made by any Agent or any Lender or on their behalf and notwithstanding that any Agent or any Lender may have had notice or knowledge of any Default or Event of Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding (except, with respect to Letters of Credit, to the extent such Letters of Credit are Cash Collateralized as set forth in Section 2.03(g)).

Section 10.14.Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.15.Tax Forms. (a)To the extent it is qualified for any exemption from or reduction in United States federal withholding tax with respect to any Loan made to the Borrower, each Lender and Agent that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code that lends to the Borrower (each, a “Non-US Lender”) shall deliver to the Borrower and the Administrative

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Agent, on or prior to the date which is ten (10) Business Days after the Closing Date (or upon accepting an assignment of an interest herein), two duly signed, properly completed copies of either IRS Form W-8BEN, W-8EXP or any successor thereto (relating to such Non-US Lender and entitling it to an exemption from, or reduction of, United States federal withholding tax on specified payments to be made to such Non-US Lender by the Borrower pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Non-US Lender by the Borrower pursuant to this Agreement or any other Loan Document) or such other evidence reasonably satisfactory to the Borrower and the Administrative Agent that such Non-US Lender is entitled to an exemption from, or reduction of, United States federal withholding tax, including any exemption pursuant to Section 881(c) of the Code, and in the case of a Non-US Lender claiming such an exemption under Section 881(c) of the Code, a certificate substantially in the form of Exhibits I-1, I-2, I-3 and I-4 (the “US Tax Certificate”) that establishes in writing to the Borrower and the Administrative Agent that such Non-US Lender is not (i) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (ii) a 10-percent shareholder within the meaning of Section 871(h)(3)(B) or 881(c)(3)(B) of the Code, (iii) a controlled foreign corporation described in Section 881(c)(3)(C) of the Code and (iv) receiving any payment under any Loan Document that is effectively connected with a U.S. trade or business. Thereafter and from time to time, to the extent it is then qualified for any exemption from or reduction in United States federal withholding tax, each such Non-US Lender shall (A) promptly submit to the Borrower and the Administrative Agent such additional duly and properly completed and signed copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is reasonably satisfactory to the Borrower and the Administrative Agent of any available exemption from, or reduction of, United States federal withholding taxes in respect of payments to be made to such Non-US Lender by the Borrower pursuant to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or evidence previously delivered by it to the Borrower and the Administrative Agent and (3) from time to time thereafter if reasonably requested by the Borrower or the Administrative Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any previously claimed exemption or reduction.

(i)Each Non-US Lender, to the extent it does not act or ceases to act for its own account with respect to any portion of any sums paid or payable to such Non-US Lender under any of the Loan Documents (for example, in the case of a typical participation by such Non-US Lender, or where Non-U.S. Lender is a partnership for U.S. federal income tax purposes), shall deliver to the Borrower and the Administrative Agent on the date when such Non-US Lender ceases to act for its own account with respect to any portion of any such sums paid or payable, and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (in either case, in the reasonable exercise of its discretion), (A) two duly signed, properly completed copies of the forms or statements required to be provided by such Non-US Lender as set forth above, to establish the portion of any such sums paid or payable with respect to which such Non-US Lender acts for its own account that is not subject to United States federal withholding tax, and (B) two duly signed, properly completed copies of IRS Form W-8IMY (or any successor thereto), together with any information such Non-US Lender is required to transmit with such form, and any other certificate or statement of exemption required under the Code, to establish that such Non-US Lender is not acting for its own account with respect to a portion of any such sums payable to such Non-US Lender, including any applicable U.S. Tax Certificate, provided that if the

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Lender is a partnership and one or more of its partners are claiming the exemption for portfolio interest under Section 881(c) of the Code, such Lender may provide a US Tax Certificate on behalf of such partners;

(ii)The Administrative Agent may deduct and withhold any taxes required by any Laws to be deducted and withheld from any payment under any of the Loan Documents.

(b)Each Lender and Agent that is a “United States person” within the meaning of Section7701(a)(30) of the Code that lends to the Borrower (each, a “US Lender”) shall deliver to the Administrative Agent and the Borrower two duly signed, properly completed copies of IRS Form W-9 on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), certifying that such US Lender is entitled to an exemption from United States backup withholding tax, or any successor form. Notwithstanding anything to the contrary in this Agreement, if such US Lender fails to deliver such forms, then the Administrative Agent may withhold from any payment to such US Lender an amount equivalent to the applicable backup withholding tax imposed by the Code and the Borrower shall not be liable for any additional amounts with respect to such withholding.

Section 10.16.GOVERNING LAW.

(a)THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT (OTHER THAN ANY LOAN DOCUMENT EXPRESSLY GOVERNED BY THE LAWS OF ANOTHER JURISDICTION) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES EXCEPT AS SET FORTH IN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

(b)ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, HOLDINGS, THE BORROWER, EACH AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. HOLDINGS, THE BORROWER, EACH AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO.

Section 10.17.WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY,

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AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

Section 10.18.Binding Effect. This Agreement shall become effective when it shall have been executed by Holdings and the Borrower and the Administrative Agent shall have been notified by each Lender, theSwing Line Lender and theeach L/C Issuer that each such Lender, theSwing Line Lender and theeach such L/C Issuer has executed it and thereafter shall be binding upon and inure to the benefit of Holdings, the Borrower, each Agent and each Lender and their respective successors and assigns, except that neither Holdings nor the Borrower shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders except as permitted by Section 7.04.

Section 10.19.USA PATRIOT Act Notice. Each Lender that is subject to the PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Borrower and each Guarantor, which information includes the name and address of the Borrower and such Guarantors and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower and such Guarantors in accordance with the Act.

Section 10.20.No Advisory or Fiduciary Relationship. In connection with all aspects of each transaction contemplated hereby, each of Holdings and the Borrower (on behalf of itself and each of the other Subsidiaries) acknowledges and agrees that (i) the Facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between Holdings and the Borrower, on the one hand, and the Agents and the Lenders, on the other hand, and both Holdings and the Borrower are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, each of the Agents and the Lenders is, and has been acting solely as a principal and is not the agent or fiduciary for, Holdings or the Borrower; and (iii) the Agents and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and Holdings and the Borrower have both consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

CCA CLUB OPERATIONS HOLDINGS, LLC,
as Holdings

By: /s/ Ingrid J. Keiser    
Name: Ingrid J. Keiser
Title: Secretary

CLUBCORP CLUB OPERATIONS, INC., as
Borrower

By: /s/ Ingrid J. Keiser    
Name: Ingrid J. Keiser
Title: Secretary

[CLUBCORP CLUB OPERATIONS, INC. CREDIT AGREEMENTCLUBCORP CLUB OPERATIONS, INC. CREDIT AGREEMENT]

US_ACTIVE:\44299297\214\35899.0483

CITICORP NORTH AMERICA, INC., individually as Administrative Agent, L/C Issuer and Swing Line Lender

By: /s/ Ana E. Rosu    
Name: Ana E. Rosu
Title: Authorized Signatory

[CLUBCORP CLUB OPERATIONS, INC. CREDIT AGREEMENTCLUBCORP CLUB OPERATIONS, INC. CREDIT AGREEMENT]

US_ACTIVE:\44299297\214\35899.0483

CITICORP NORTH AMERICA, INC., as Lender

By: /s/ Ana E. Rosu    
Name: Ana E. Rosu
Title: Authorized Signatory

[CLUBCORP CLUB OPERATIONS, INC. CREDIT AGREEMENTCLUBCORP CLUB OPERATIONS, INC. CREDIT AGREEMENT]

US_ACTIVE:\44299297\214\35899.0483

Acknowledged and Agreed, solely for purposes of Section2.03(l):CITIBANK, N.A., as L/C Issuer

By: /s/ Arnold Y. Wong    
Name: Arnold Y. Wong
Title: Vice President

[CLUBCORP CLUB OPERATIONS, INC. CREDIT AGREEMENTCLUBCORP CLUB OPERATIONS, INC. CREDIT AGREEMENT]

US_ACTIVE:\44299297\214\35899.0483

Summary Report: Litéra® Change-Pro TDC 7.0.0.360 Document Comparison done on 8/30/2013 11:27:23 AM
Style Name: Suhan Default
Original DMS:iw://USDMS/US_Active/44299297/2
Modified DMS: iw://USDMS/US_Active/44299297/14
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Total Changes:	1257

EX-10.22

Exhibit 10.22

EXECUTION VERSION

AMENDMENT NO. 4

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 terms used herein but not defined herein are used as defined in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, the Borrower, Holdings, the Administrative Agent, the Lenders and certain other parties hereto are parties to the Credit Agreement;

WHEREAS, on September 25, 2013, ClubCorp Holdings, Inc. (“MYCC”) completed an initial public offering, which constituted a Qualifying IPO under the Credit Agreement and as a result of the Qualifying IPO, Holdings, the Borrower and their affiliates are restricted from disclosing material non-public information;

WHEREAS, Section 6.01(a) of the Credit Agreement requires delivery of audited financial statements and other financial reporting within ninety (90) days of the end of each Fiscal Year of the Borrower;

WHEREAS, Section 6.01(b) of the Credit Agreement appears to require delivery of unaudited financial statements and other financial reporting within forty-five (45) days of the end of each Fiscal Quarter of the Borrower, including the fourth Fiscal Quarter (i.e., for Fiscal Year 2013, the tenth (10th) through the fourteenth (14th) Accounting Periods (inclusive)), which fourth Fiscal Quarter coincides with the end of the Fiscal Year;

WHEREAS, Section 6.01(c) of the Credit Agreement requires delivery of forecasts and other financial reporting within sixty (60) days of the end of each Fiscal Year of the Borrower;

WHEREAS, the financial reporting requirements under Section 6.01(b) with respect to the fourth Fiscal Quarter are duplicative of the financial reporting otherwise required under Section 6.01(a);

WHEREAS, the Qualifying IPO has occurred, and the parties wish to therefore modify the financial reporting requirements under (x) Section 6.01(b) with respect to the fourth Fiscal Quarter and (y) Section 6.01(c); and

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WHEREAS, as a result of the foregoing, the parties hereto desire to amend the Credit Agreement, subject to the terms and conditions set forth herein, to modify the reporting requirements as provided for herein.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and obligations herein set forth and other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, and in reliance upon the representations, warranties and covenants herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1.    AMENDMENTS TO THE CREDIT AGREEMENT

1.1    The Credit Agreement is hereby amended as follows:

(a)    Section 6.01(b) is hereby amended by adding the following words after the word “Borrower” in the second line: “(other than the Fiscal Quarter coinciding with the end of the Fiscal Year)”.

(b)    Section 6.01(c) is hereby amended by deleting the reference to “sixty (60)” and replacing such reference with a reference to “ninety (90)”.

(c)    Section 6.01 is hereby amended to add the following paragraph after Section 6.01(d):

“Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of Holdings and its Restricted Subsidiaries by furnishing the Form 10-K or 10-Q (or the equivalent), as applicable, of Holdings or MYCC filed with the SEC; provided that to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of Deloitte & Touche LLP or any other independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit.”

Section 2.    MISCELLANEOUS

2.1    Effect on the Loan Documents. Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement (including the schedules and exhibits thereto) and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed. Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Amendment.

2.2    Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same

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agreement. Receipt by the Administrative Agent of a facsimile copy of an executed signature page hereof shall constitute receipt by the Administrative Agent of an executed counterpart of this Amendment.

2.3    Governing Law. This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York.

2.4    Loan Document and Integration. This Amendment is a Loan Document, and together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

2.5    Headings. Section headings contained in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.

2.6    Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers and members thereunto duly authorized, as of the date indicated above.

CCA CLUB OPERATIONS HOLDINGS, LLC

By: /s/ Curtis D. McClellan

____________________________________________________________________________________________________________________________________________________________________________________

Name: Curtis D. McClellan
Title: Treasurer

CLUBCORP CLUB OPERATIONS, INC.

By: /s/ Curtis D. McClellan

____________________________________________________________________________________________________________________________________________________________________________________

Name: Curtis D. McClellan
Title: Treasurer

CITICORP NORTH AMERICA, INC., as Administrative Agent

By: /s/ John C. Rowland

____________________________________________________________________________________________________________________________________________________________________________________

Name: John C. Rowland
Title: Vice President

[AMENDMENT NO. 4 TO CREDIT AGREEMENT]

US_ACTIVE:\44427920\2\35899.0483

EX-10.23

Exhibit 10.23

2014 Short Term Incentive Plan

Introduction

Congratulations on your participation in the 2014 Short Term Incentive Plan ("Plan"). The purpose of this Plan is to provide a mechanism to meaningfully reward you for contributing to the Company's success.

This Plan has two components:

• Company Adjusted EBITDA Performance as compared to Company Adjusted EBITDA as established in the Budget; and

• Discretionary.

By working to impact Company Adjusted EBITDA Performance, you contribute to the success of the Company and your professional and financial success.

Amounts which may be payable under the Plan are divided among the two components as follows:

Incentive Plan Components	Plan Component Percentages
Company Adjusted EBITDA Performance	60%
Discretionary	40%

Unless otherwise determined by the Committee at its sole discretion, no amount shall be payable under the Plan in the event that the Company Adjusted EBITDA Performance for 2014 is less than the Company Adjusted EBITDA Minimum.

(Corporate-Level VP+) Page 1

Incentive Plan Components

Company Adjusted EBITDA Performance

This Plan component is based on the Company Adjusted EBITDA Performance results compared to the Company Adjusted EBITDA as established in the Budget. Subject to the terms and conditions contained herein, in the event that Company Adjusted EBITDA Performance for a Participant is at least 95% of Budget, the Participant shall be eligible to receive this Plan component percentage in accordance with the following table:

Adjusted EBITDA Performance	Payout %
Less than 95%	0%
95%	50%
96%	60%
97%	70%
98%	80%
99%	90%
100%	100%
101%	107%
102%	113%
103%	120%
104%	127%
105%	133%
106%	140%
107%	147%
108%	153%
109%	160%
110%	167%
111%	173%
112%	180%
113%	187%
114%	193%
115%	200%
116%	200%
117%	200%
118%	200%
119%	200%
120%	200%
121%	200%
122%	200%
123%	200%
124%	200%
125%	200%
126%	200%
127%	200%
128%	200%
129%	200%
130% or greater	200%

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Discretionary

This Plan component is based upon the sole discretion of the Committee which may take into consideration personal performance in determining what Award is made for 2014.

General Plan Policies & Procedures

Eligibility

• Employee Partners can be Participants as approved by the Committee to be a Participant. A Participant’s Incentive opportunity shall be set forth in the Participant’s offer letter which may be modified from time-to-time by the Committee at its sole discretion.

• A Participant must be employed by the Company for at least 3 months to be eligible to receive an Award. An Employee Partner who is otherwise eligible but who has been employed for less than all of 2014 will be eligible for an Award based upon Actual Eligible Earnings and the Adjusted EBITDA Performance for the full 2014 fiscal year.

• If a Participant is newly hired, promoted or transferred to a new incentive eligible position during the year, any Award will be calculated based on the Actual Eligible Earnings earned in each eligible position.

• A Participant’s termination of employment (voluntary or involuntary) for any reason before the date on which an Award is paid by the Company will result in forfeiture of the Award. In addition, any Participant who is reassigned or demoted to another position that is not eligible for this Plan during the Company’s 2014 fiscal year will no longer be eligible for an Award pursuant to this Plan.

• Awards will be calculated based on the Actual Eligible Earnings for the applicable incentive eligible position of each Participant and the Adjusted EBITDA Performance for the full 2014 fiscal year.

Awards

Regardless of whether any performance factors or measures are met, any amounts which may be awarded at the Committee’s discretion will be subject to the issuance of the financial audit for the Company’s 2014 fiscal year. The Committee shall have the discretion of whether any amount may be payable after the Committee has determined whether the Company Adjusted EBITDA Minimum has been satisfied. No amount shall be payable if the Company Adjusted EBITDA Minimum is not satisfied. In all events, any amounts which may be paid are subject to applicable withholding and other payroll taxes. Any Award will be automatically forfeited if the Participant is not employed at the time of payment. Notwithstanding the foregoing, a Participant who is on a Family and Medical Leave Act leave or Uniformed Services Employment and Reemployment Rights Act leave on the date of payment of the Award shall be treated as employed on said date.

Administration

The Committee shall have sole authority to determine whether any amount will be awarded under this Plan or under any Award issued under this Plan. The Committee reserves the right to reduce or eliminate this Plan and any Award, including the determination to cancel an Award that may be granted hereunder at any time at its sole discretion. All decisions of the Committee shall be final and conclusive and without liability to any person. The Committee may decide, at its sole discretion, that no amount may be paid hereunder should the Committee determine that the circumstances warrant either as a result of a Participant's performance or other actions, or,

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with respect to the overall condition (financial or otherwise) of the Company. No amount shall be set aside in a trust or otherwise segregated to fund the payment of any Award hereunder.

Adjustments Upon Certain Events

The Company Adjusted EBITDA Minimum is established with respect to the entities included in the Company’s consolidated financial statements as of December 31, 2013 (the “Company Group”) and the Company Adjusted EBITDA Minimum must be met by such Company Group and any divestitures shall not reduce or cause any adjustment to the Budget. In the event any new properties or entities are acquired or added to the Company Group after December 31, 2013, the Committee may adjust the Budget with respect to each such added property or entities within 90 days of the closing of such acquisition in order to adjust the Company Adjusted EBITDA Minimum for the budgeted performance of such properties/entities. In the event of any change in the Company or any of its Subsidiaries by reason of any sale, disposition, closing of a Club, spin-off, combination or any transaction or event similar to the foregoing with respect to the Company, a Subsidiary or any Club, or any other transaction or event determined by the Committee to be applicable, there shall be no adjustment to the Company Adjusted EBITDA Minimum or any Award under this Plan. The Committee may, at its sole discretion and without liability to any person, adjust the Company Adjusted EBITDA Minimum to consider any new or added entities or Clubs, if any, as it deems appropriate at its sole discretion, including with respect to establishing performance factors and measures with respect to such addition, provided such performance features or measures are established within 90 days of the addition.

No Right to Employment or Awards; No Transferability of Awards

Information contained in this Plan and any other communications made by management do not constitute an implied or expressed contract or binding agreement between the Company and any Participant. The granting of an Award shall impose no obligation on the Company or any Subsidiary to continue the employment of a Participant and shall not lessen or affect the Company's or Subsidiary's right to terminate the employment of such Participant. No Participant or other person shall have any claim to any term of employment by reason of any Award or this Plan and all employment shall continue to be employment at will. No Participant or other person shall have any claim to be granted any Award or be vested in any Award at any time, and there is no obligation for uniformity of treatment of Participants. The terms and conditions of Awards and the Committee's determinations and interpretations with respect thereto need not be the same with respect to each Participant (whether or not such Participants are similarly situated). Any Award shall be personal to the Participant and is not assignable or subject to voluntary or involuntary alienation, sale or transfer by the Participant to any beneficiary or otherwise.

Amendments; Termination; Interpretation

Notwithstanding that the Company Adjusted EBITDA Minimum may have been met, the Committee reserves the right, at its sole discretion, to change, modify, alter or eliminate this Plan and any Award or payment which may be paid at any time, regardless of whether any performance factors or measures are met. Without limiting the generality of the foregoing, to the extent applicable, notwithstanding anything herein to the contrary, this Plan and any Awards granted hereunder shall be interpreted in accordance with the laws of the State of Texas, and, if applicable, Section 409A of the Internal Revenue Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued (“Section 409A”). Notwithstanding any provision herein to the contrary, in the event Section 409A is applicable to any Award issued hereunder and the Committee determines that any amounts which may be paid hereunder will be taxable to a Participant and not in compliance with Section 409A prior to payment to such Participant of such amount, the Company may (i) adopt such amendments and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Committee determines necessary or appropriate to preserve the intended tax treatment of any Award paid hereunder and/or (ii) take such other actions as the Committee determines necessary or appropriate to comply with the requirements of Section 409A.

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This document supersedes all prior incentive compensation plans or agreements regarding the subject matter of this Plan, each of which is of no further force and effect.

Important Terminology

"Actual Eligible Earnings" means base pay, vacation, jury duty and other categories if part of regular wages (e.g. service charge pay outs) paid during the incentive period for the eligible positions. It does not include incentive/bonus awards, tips, discretionary bonuses, commissions, relocation or other pay not considered as part of regular wages.

"Adjusted EBITDA" means earnings before interest, taxes, depreciation, and amortization and may be adjusted further by the Committee at its sole discretion for certain items, including without limitation impairments and write-offs, changes in interest rate cap agreements, gains or losses due to discontinued or divested operations, other similar events or other non-recurring events.

“Adjusted EBITDA Performance" means the EBITDA achieved for the Company as determined by the Committee. Adjusted EBITDA Performance will be based on pre-bonus expenses.

"Award" means the amount awarded to a Participant based upon the Actual Eligible Earnings and the amounts calculated under this Plan which may, at the Committee’s discretion, be paid to such Participant. Awards may contain such other terms and conditions as determined by the Committee at its sole discretion.

"Budget" means the 2014 budgeted amount for EBITDA as determined by the Committee for the Company.

"Club" means a business, sports, alumni, golf or country Club of the Company or its Subsidiaries as determined by the Committee.

"Committee" means the Compensation Committee of the Company as designated by the Board of Directors of the Company.

"Company" means ClubCorp Club Holdings, Inc., a Nevada corporation.

“Company Adjusted EBITDA Minimum” means 95% of EBITDA Budget for the Company Group. Such amount shall be subject to adjustment as determined by the Committee, as set forth under “Adjustments Upon Certain Events”.

“Company Adjusted EBITDA Performance” means the aggregate Adjusted EBITDA for the Company Group as determined by the Committee.

"Participant" means an Employee Partner employed by the Company or a Subsidiary who is designated by the Committee to be eligible to receive an Award.

“Participant Incentive” means the percentage of Actual Eligible Earnings the Participant may receive in an Award.

“Subsidiary" means a direct or indirect subsidiary of the Company as determined by the Committee.

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2014 SHORT TERM INCENTIVE PLAN RECEIPT

By my signature, I acknowledge that:

I have received a copy of the 2014 Short Term Incentive Plan document and understand that I am subject to the terms and conditions of the 2014 Short Term Incentive Plan. I further understand that it is my responsibility to read the 2014 Short Term Incentive Plan and ask my General Manager or Vice President of People Strategy any questions that I may have.

Name of Employee Partner (please print)	Name of Department
Signature of Employee Partner	Date Signed
cc: Employee file

(Corporate-Level VP+) Page 6

EX-10.24

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]

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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/ Curtis D. McClellan        Name: Curtis D. McClellan
Title: Treasurer

CLUBCORP NV VII, LLC,

a Nevada limited liability company

By: /s/ Curtis D. McClellan        Name: Curtis D. McClellan
Title: Treasurer

CLUBCORP NV VIII, LLC,

a Nevada limited liability company

By: /s/ Curtis D. McClellan        Name: Curtis D. McClellan
Title: Treasurer

CLUBCORP NV IX, LLC,

a Nevada limited liability company

By: /s/ Curtis D. McClellan        Name: Curtis D. McClellan
Title: Treasurer

CLUBCORP NV X, LLC,

a Nevada limited liability company

By: /s/ Curtis D. McClellan        Name: Curtis D. McClellan
Title: Treasurer

[SIGNATURE PAGE TO JOINDER AGREEMENT (2014 CLUBCORP)]

ACKNOWLEDGED AND AGREEDas of the date first above written:

CITICORP NORTH AMERICA, INC.
as Administrative Agent

By: /s/ Michael Chlopak    Name: Michael Chlopak
Title: Vice President

[SIGNATURE PAGE TO JOINDER AGREEMENT (2014 CLUBCORP)]

ANNEX A

Supplement to Schedules 1-6

of the Guaranty and Security Agreement

[See the attached]

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SCHEDULE 1

COMMERCIAL TORT CLAIMS

NONE

5

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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

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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 3030 LBJ Freeway, Suite 600 Dallas, TX 75234	NA
ClubCorp NV VII, LLC	a Nevada limited liability company	E0088212014-9	ClubCorp NV VI, LLC 3030 LBJ Freeway, Suite 600 Dallas, TX 75234	NA
ClubCorp NV VIII, LLC	a Nevada limited liability company	E0088482014-0	ClubCorp NV VI, LLC 3030 LBJ Freeway, Suite 600 Dallas, TX 75234	NA
ClubCorp NV IX, LLC	a Nevada limited liability company	E0088522014-6	ClubCorp NV VI, LLC 3030 LBJ Freeway, Suite 600 Dallas, TX 75234	NA
ClubCorp NV X, LLC	a Nevada limited liability company	E0088562014-0	ClubCorp NV VI, LLC 3030 LBJ Freeway, Suite 600 Dallas, TX 75234	NA

7

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SCHEDULE 4

LOCATION OF INVENTORY AND EQUIPMENT

GRANTOR	LOCATIONS
ClubCorp NV VI, LLC	ClubCorp NV VI, LLC 3030 LBJ Freeway, Suite 600 Dallas, TX 75234
ClubCorp NV VII, LLC	ClubCorp NV VI, LLC 3030 LBJ Freeway, Suite 600 Dallas, TX 75234
ClubCorp NV VIII, LLC	ClubCorp NV VI, LLC 3030 LBJ Freeway, Suite 600 Dallas, TX 75234
ClubCorp NV IX, LLC	ClubCorp NV VI, LLC 3030 LBJ Freeway, Suite 600 Dallas, TX 75234
ClubCorp NV X, LLC	ClubCorp NV VI, LLC 3030 LBJ Freeway, Suite 600 Dallas, TX 75234

8

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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

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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

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EX-10.25

PLEDGE AMENDMENT

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.

The undersigned hereby agrees that this Pledge Amendment may be attached to the Guaranty and Security Agreement and that the Pledged Collateral listed on Schedule 1 to this Pledge Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Obligations of the undersigned.

The undersigned hereby represents and warrants that each of the representations and warranties contained in Article IV of the Guaranty and Security Agreement is true and correct as of the date hereof as if made on and as of such date.

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CLUBCORP USA, INC.

By: /s/ Curtis D. McClellanName: Curtis D. McClellan
Title: Treasurer

[SIGNATURE PAGE TO PLEDGE AMENDMENT (2014 CLUBCORP)]

ACKNOWLEDGED AND AGREED

as of the date first above written:

CITICORP NORTH AMERICA, INC.

as Administrative Agent

By: /s/ Michael Chlopak

Name: Michael Chlopak

Title: Vice President

[SIGNATURE PAGE TO PLEDGE AMENDMENT (2014 CLUBCORP)]

PLEDGED EQUITY

ISSUER	CLASS	CERTIFICATE NO(S).	PAR VALUE	NUMBER OF SHARES, UNITS OR INTERESTS
ClubCorp NV VI, LLC	Member’s Interest	N/A	N/A	100%
ClubCorp NV VII, LLC	Member’s Interest	N/A	N/A	100%
ClubCorp NV VIII, LLC	Member’s Interest	N/A	N/A	100%
ClubCorp NV IX, LLC	Member’s Interest	N/A	N/A	100%
ClubCorp NV X, LLC	Member’s Interest	N/A	N/A	100%

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EX-12

Exhibit 12

CLUBCORP HOLDINGS, INC.

Computation of Ratios of Earnings to Fixed Charges

Four Years Ended December 31, 2013

	Fiscal Years Ended
	December 31, 2013			December 25, 2012			December 27, 2011			December 28, 2010
	(dollars in thousands)
Earnings:
(Loss) income before income taxes	$	(38,987	)	$	(23,603	)	$	(51,785	)	$	318,483
Equity in earnings from unconsolidated ventures	(2,638		)	(1,947		)	(1,487		)	(1,309		)
(Loss) income from continuing operations before taxes, noncontrolling interests and equity in earnings from unconsolidated ventures	(41,625		)	(25,550		)	(53,272		)	317,174
Add:
Total fixed charges (per below)	90,566			95,873			91,629			64,886
Amortization of capitalized interest	171			163			155			149
Less:
Interest capitalized	(303		)	(233		)	(365		)	(115		)
Total earnings	$	48,809		$	70,253		$	38,147		$	382,094
Fixed Charges:
Interest expense	$	83,669		$	89,369		$	84,746		$	57,707
Interest capitalized	303			233			365			115
Estimate of interest within rental expense (1)	6,594			6,271			6,518			7,064
Total fixed charges	$	90,566		$	95,873		$	91,629		$	64,886
Ratio of earnings to fixed charges (2)	—			—			—			5.89		x

_____________________________

(1) Fixed charges include the estimated interest component of rent expense (one-third of rent under operating leases) included in income from continuing operations.

(2) For the fiscal years ended December 31, 2013, December 25, 2012 and December 27, 2011 earnings were insufficient to cover fixed charges by approximately $41.8 million, $25.6 million and $53.5 million, respectively.

EX-14

CLUBCORP®

Amended and Restated

Code of Business Conduct & Ethics

September 2013

1. Introduction

ClubCorp Holdings, Inc. and its subsidiaries (collectively hereafter referred to as the “Company”, or “we”, “our” and “us”) are committed to maintaining the highest standards of business ethics. We can fulfill our mission of Building Relationships and Enriching Lives® through our collective commitment to conduct business honestly. In order to meet these commitments, we as an organization must work together to provide an environment that is equipped with people who are honest, have integrity, are service minded, courteous and respectful to others.

2. Scope

This Amended and Restated Code of Business Conduct & Ethics policy (the “Code”), applies to all directors, officers and employees of the Company (collectively hereafter referred to as “Employee Partners”, or “you” and “yourself”). All Employee Partners are expected to conduct themselves with the highest degree of integrity, comply with all internal policies and procedures, and follow all applicable federal, state and local laws. The Code is meant to provide guidance to Employee Partners to help them recognize and deal with ethical issues and to provide mechanisms for reporting unethical or inappropriate conduct. The Code will help foster a culture of integrity and accountability, and is not intended to be a complete listing of detailed instructions covering every possible scenario. If there are any questions about the Code or the laws that might affect the Company’s business, Employee Partners are encouraged to ask their general manager, regional vice president, executive vice president or contact the Internal Audit department or the office of the General Counsel. The policies in the Code are not meant as a substitute to other policies of the Company, including without limitation policies included in the Employee Partner Handbook. Violation of the Code may result in disciplinary action, up to and including termination of employment. The Code is not intended to, and does not, create a contract of employment.

3. Our Responsibility

All directors and officers of the Company, corporate management, and general managers (collectively hereafter referred to as “Covered Employee Partners”, or “you” and “yourself”), are responsible for reading, understanding and observing the Code and any amendments that may be made to the Code from time to time; provided that in the case of non-employee directors, compliance with this Code is subject to the provisions of ClubCorp Holdings, Inc.’s certificate of incorporation, bylaws, and any stockholders agreement with ClubCorp Holdings, Inc. Furthermore, all Covered Employee Partners who supervise other Employee Partners should advise Employee Partners under their direct supervision about the Code, how to abide by the Code and how the policies and procedures govern their respective job duties.

Covered Employee Partners will receive a copy of the Code upon employment, at which time they will be required to acknowledge their receipt of and agreement to comply with the Code as a condition of employment. The Code will be reviewed periodically thereafter.

4. General Guidelines

Conduct all aspects of the Company’s business in an ethical and legal manner. Obey all laws and regulations of localities, states and nations where the Company does or seeks to do business.

Conduct yourself with the highest standards of honesty, integrity and fairness when dealing with Members, guests, vendors, fellow Employee Partners and the general public.

Protect the Company’s assets and resources and maintain the confidentiality of proprietary information.

Be responsible for your own actions and the conduct of the Employee Partners under your supervision. Seek assistance if you have questions about the Code or face ethical dilemmas.

Immediately report suspected illegal or unethical activity or behavior and cooperate fully in any investigation of wrong‑doing or misconduct. The Company does not tolerate retaliation against Employee Partners who report in good faith suspected violations of the Code.

5. Reporting Illegal or Unethical Behavior

The Company recognizes that it is sometimes difficult to delineate precise standards of legal and ethical conduct. When you are faced with a difficult situation, ask yourself the following questions:

Is the action legal?

Does the action comply with the Code?

How will your action or decision affect others?

How would you feel if your action or decision was made public?

Whenever such questions regarding the legality or ethics of a situation arise, an Employee Partner should not rely solely upon his or her personal judgment, but should fully and openly discuss the matter with his or her general manager, regional vice president, executive vice president, the People Strategy department or the office of the General Counsel.

If you become aware of any violations or suspected violations of applicable laws, rules, regulations or the Code, you must promptly report them. Reports may be made openly, confidentially or anonymously, to the head of Internal Audit department, the Audit Committee (the “Audit Committee”) of the Board of Directors, the General Counsel or other members of management designated by them, with respect to (a) any questionable accounting, internal accounting controls or auditing matters; (b) non-compliance with applicable legal and regulatory requirements or the Code; or (c) retaliation against Employee Partners and other persons who make, in good faith, allegations of questionable accounting, internal accounting controls or auditing matters.

Reports, in each case, may be made through any avenue available, including:

(i) by calling the Company’s toll-free reporting hotline at (800) 404-4776 at any time; or

(ii) by sending an email to hotline@clubcorp.com; or

(iii) in writing to ClubCorp Holdings, Inc., 3030 LBJ Freeway, Suite 500, Dallas, TX 75234, Attn: the Head of Internal Audit Department, the Audit Committee, or the General Counsel.

The reports should be factual rather than speculative or conclusory, and should contain as much specific information as possible to allow for proper assessment, including any corroborating information to support the commencement of an investigation, such as the names of individuals suspected of violations, the relevant facts of the violations, how the person became aware of the violations and any steps previously taken by the person, who may be harmed or affected by the violations and, to the extent possible, an estimate of the losses to the Company as a result of the violations. The confidentiality of any person reporting unethical, improper or illegal activity will be protected to the fullest extent possible under the circumstances, and reports will also be accepted anonymously. Reporting the activity will not subject the Employee Partner to discipline, except in the case of a knowingly false report. No retaliatory action of any kind will be permitted against anyone making such a report in good faith, and the Audit Committee will strictly enforce this prohibition.

The Company will not fire, demote, suspend, harass, discriminate or retaliate against any Employee Partner who lawfully provides information to, or otherwise assists or participates in, any investigation or proceeding by a U.S. regulatory or law enforcement agency.

6. Protection and Proper Use of Company Property and Opportunities

All Employee Partners should protect the Company’s property and promote the proper use of the Company’s assets. All Company property should be used only for work‑related purposes and not for personal benefit, and any outside activity which involves the use of Company time, materials or equipment should be authorized in advance by the regional vice president, executive vice president or the Company’s Chief Financial Officer.

No Employee Partner should engage in any act of theft, fraud, embezzlement or misappropriation of Company property. No corporate funds or assets should be used for any unlawful purpose. In addition, no Employee Partner should appropriate or make available to others any Company property for a non‑Company purpose. This includes, but is not limited to, the following tangible and intangible assets: cash, inventory, equipment, supplies, displays, membership information, company brands and trademarks, ideas, inventions, strategic plans and processes to which Employee Partners have access as a result of their work responsibilities. Moreover, business opportunities that are discovered through the use of the Company’s property, information or through an Employee Partner’s position at the Company should not be used for personal gain or for the benefit of others.

The Company’s electronic resources, including computers, electronic mail, the internet server, telecommunications equipment and other business equipment are to be used by Employee Partners for conducting legitimate Company business. Incidental personal use is permissible so long as it (a) does not violate your duty of loyalty to the Company, (b) does not consume more than a nominal amount of resources, (c) does not compromise the confidentiality of Company information or otherwise violate the Code, (d) does not place Company networks and information at risk, and (e) does not unduly interfere with business activity. Employee Partners should not display, download, distribute or use of communications containing sexually explicit images, messages or cartoons, ethnic slurs, racial epithets or anything reasonably interpreted as obscene, intimidating, threatening, harassing or offensive to others.

Company confidential information should not be sent to personal email accounts or downloaded onto portable drives unless the IT department has authorized the business purpose and reasonable care is taken to secure the information, such as through encryption. The Company maintains ownership rights in all information contained in its electronic resources and reserves its right to access at any time any information contained in its electronic resources.

Q & A

Is personal information on my work computer system private?

No. While limited personal use of our equipment is allowed, the Company may monitor equipment and systems and you should have no expectation of privacy while using such systems.

7. Conflicts of Interests

It is the responsibility of each Employee Partner to recognize and avoid any situation that might create a conflict of interest. A “conflict of interest” occurs when an Employee Partner’s private interest interferes or appears to interfere in any way with the interests of the Company. Conflicts of interest also arise when an Employee Partner or a member of his or her family, receives improper personal benefits because of the Employee Partner’s position in the Company. Any position or interest, financial or otherwise, which could materially conflict with an Employee Partner’s performance or that could affect an Employee Partner’s independence or judgment concerning transactions with the Company, its suppliers or its competitors is considered a conflict of interest. Loans to, or guarantees of obligations of, Employee Partners and their family members may also create conflicts of interest.

The Company does not intend to interfere with the right of Employee Partners to engage in outside business or other activities that do not conflict or interfere with their obligations to the Company. The following, however, would be regarded as being inconsistent with the duties of Employee Partners and contrary to Company policy without the prior authorization of the People Strategy department:

• Working for, or being a director, officer, partner, employee, or consultant of, a present or prospective competitor or supplier.

• Directly holding any stock or other financial interest in any present or prospective competitor or supplier. An insubstantial interest in a publicly held corporation or fund is permitted.

• Having any personal interest, financial or otherwise, in any transaction between the Company and any third party.

• Engaging in any outside activity which involves the use of Company time, materials or equipment without the prior authorization of the regional vice president, executive vice president or the People Strategy department.

• Participating in any other outside activity which lessens the impartiality, judgment, effectiveness or productivity expected of our Employee Partners.

Other than as may be provided in our Amended and Restated Articles of Incorporation, Employee Partners, directors and officers are prohibited from taking for themselves opportunities that are discovered through the use of Company property, information or position without the consent of the Board of Directors of the Company. No Employee Partner, officer or director may use Company property, information or position for personal gain, and no Employee Partner may compete with the Company directly or indirectly. Employee Partners, directors and officers owe a duty to the Company to advance its legitimate interests whenever possible.

Employee Partners must report the existence or discovery of any circumstances which constitute a conflict of interest or could create a potential conflict of interest, including any financial or other business relationship, transaction, arrangement or other interest or activity with any of the Company’s suppliers, members, customers, competitors or other persons.

Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with the People Strategy department, the head of Internal Audit department, the office of the General Counsel, or their designees.

Q & A

I’m a Food & Beverage Manager and I also work as a waiter at another restaurant that a friend owns. Is this a conflict of interest?

In most cases this is not a conflict of interest. However, if you were unavailable to work at the Club because your shifts with the outside employer conflicted with the needs of your position at the Club, or you where were a manager at the other restaurant, this could become a conflict.

8. Competition, Fair Dealing and Gifts

Each Employee Partner should deal fairly with the Company’s Members, guests, vendors, competitors and fellow Employee Partners. Employee Partners should refrain from taking unfair advantage of anyone through manipulation, concealment, abuse of privileged or proprietary information, misrepresentation of material facts, or any other unfair-dealing practice. It is Company’s policy to select vendors on the basis of price, quality and past or anticipated performance. Employee Partners should not enter into ‘barter arrangements’ without the prior authorization of their Regional Controller. Employee Partners should not accept bribes, kickbacks, payoffs or other types of payments from any organization or individual seeking

to do business with, doing business with or competing with the Company. Employee Partners should avoid personal, financial or other investment arrangements with a vendor whom the Company does or is likely to conduct business with in the future. Employee Partners should not make any gift, payment or loan, or grant any unreasonable favor to any Member, guest, vendor, supplier or government officer or agent on behalf of the Company for the purpose of influencing their business judgment or inducing them to compromise their duties to their respective employers or principals. Employee Partners should not solicit or accept from any such person or entity any gift, payment, loan or favor in return for the granting of, or would appear to grant, future business or other favorable act or decision. This prohibition does not extend to favors or gifts of nominal value (e.g., food baskets, appointment books, logo‑ed clothing items or other items having a retail value that doesn’t exceed $100) that are not intended to or give the appearance of influence the Employee Partner’s business judgment. Employee Partners should never give or accept, either directly or indirectly, cash, gift certificates or other cash equivalents from those we do business with or may do business with in the future without prior authorization of the general manager, regional vice president or executive vice president.

Occasional entertainment for business purposes, such as, dinners, theater performances or golf outings may be accepted if there is a business purpose and the Employee Partner obtains the prior authorization of the general manager, regional vice president or executive vice president. Vendor paid entertainment trips should not be accepted.

Additional requirements regarding the reporting and approval of receipt of gifts, meals and entertainment or travel involving vendors may be applicable to certain Employee Partners or departments. It is a good practice to check with your regional vice president or executive vice president prior to accepting any gifts.

All Employee Partners must fully comply with applicable competition and antitrust laws. Such laws prohibit agreements with a competitor to set any terms of sale (i.e., prices, discounts, credit terms) and limit the information the Company can share with competitors. Because of these risks, Employee Partners are prohibited from discussing competitive matters with any competitors, without the prior authorization of the office of the General Counsel.

Q & A

A new supplier that we have just signed a contract with has offered me tickets to a NFL game this weekend. He is looking forward to getting to know me during the game. Is it acceptable for me to attend?

Yes. Accepting tickets to sporting events or the like is acceptable, as long as a representative of the supplier also attends.

9. Accurate Books and Records

The Company is committed to full, fair, accurate, timely and understandable disclosure in its financial reporting. We are committed to maintaining books, records and accounts that, in reasonable detail, accurately and fairly reflect the business transactions in accordance with our accounting and internal control procedures. Each Employee Partner should timely report and record all information, and complete Company documents accurately and honestly, including without limitation time cards, reimbursable business expense requests, invoices, payroll records and other business records. Employee Partners

should not engage in fraudulent or misleading financial reporting of the Company’s business activities. False or misleading entries should not be made in any books or records of the Company for any reason. No fund, asset or account of the Company should be established or acquired for any purpose unless such fund, asset or account is accurately reflected in the Company’s books and records.

10. Confidentiality

Confidential information includes all non‑public or proprietary information that might be of use to investors, analysts, and competitors or harmful to the Company if disclosed to others. Employee Partners must recognize that all information, written or otherwise, relating to the operations, activities, and business of the Company, including membership lists or data that they obtain during their employment, is confidential and proprietary and remains the exclusive property of the Company. Confidential information should not be shared or used for personal benefit or for the benefit of others.

11. Compliance with Laws, Rules and Regulations

It is the Company’s policy to observe all laws, rules and regulations applicable to the conduct of its business, including without limitation antitrust laws, employment laws, environmental laws, food handling and alcoholic beverage service laws, intellectual property laws, securities laws, tax laws and workplace safety laws. Employee Partners should not knowingly engage in illegal activities or permit or encourage other Employee Partners to perform illegal acts on behalf of the Company. We do not expect our Employee Partners to be legal experts, but we do expect Employee Partners to seek advice from the office of the General Counsel if they are uncertain about the applicable legal requirements.

12. Inside Information and Trading in the Company’s Shares

The Company is committed to comply with federal and state securities laws and will not tolerate insider trading. Insider trading means trading securities on the basis of material, non-public information or sharing material non-public information with another person so they can trade. “Material” information is information that a reasonable investor would likely consider important when making a decision to buy, sell, or hold securities. Information is considered “non-public” unless it has been disclosed to the public, which includes in an SEC filing, press release or on our website.

Insider trading and the sharing of material, non-public information with any other person who then trades in securities or passes the information on further (called “tipping”) is illegal. The personal consequences of insider trading or tipping can be severe and include possible imprisonment and significant fines. Employee Partners who involve themselves in insider trading or tipping may be subject to immediate termination.

It is unethical and illegal to buy or sell stock or other securities on the basis of material non-public information. It is also illegal to communicate non-public information to any other person so that they may trade. To learn more about the specific policies and procedures that you must follow when considering a trade in our stock, see the Company’s Securities Trading Policy. If you have any doubts as to the appropriateness of any transaction, seek advice from the office of the General Counsel before selling or

buying the Company’s common stock or of any other company’s publicly traded stock, bonds or other securities.

Q & A

I’m working with a strategic alliance partner and have become aware of a major breakthrough in their business. Can I purchase some stock in our strategic alliance partner’s company before the information becomes public?

No. You may not purchase our strategic alliance partner’s stock because you hold material, non-public information that became known to you through your employment. If you buy stock, you will be violating securities laws.

13. Public Communications and Disclosures

We are a public company, so we have to make sure we maintain the highest level of financial and informational integrity, and we need to make sure we give a full, fair, accurate, timely and understandable disclosure to the SEC. As part of these rules, you are required to:

• Comply with the Code and with the Company’s financial and nonfinancial policies and procedures.

• Provide, when requested or as needed, information that is accurate, complete, objective, relevant, timely and understandable.

• Comply with the Company’s disclosure controls and procedures and internal controls and procedures for financial reporting.

If you prepare or review the disclosure for SEC filings, you must also ensure that it is presented in a full, fair, timely, accurate, and understandable manner.

The information we give to the SEC becomes public so you can thereafter talk about it more openly after it has been disclosed to the SEC in one of our public filings. Remember though, that if financial or other sensitive information has not been disclosed publicly, then you must treat that information as confidential and not discuss it with anyone outside the Company. If you’re not sure if something has been disclosed in our SEC reports or to the public, please don’t say anything but check first with the Vice President of Investor Relations or the office of the General Counsel.

Q & A

I got a call from a local newspaper reporter wanting some basic information. Can I discuss information about the Company with him since it’s just a local paper?

No. All questions about your Club or the Company must be first cleared by our Public Relations department. As a publicly-traded Company, it is important that we follow this policy, since even seemingly harmless disclosure can cause serious problems.

14. Health, Safety and Environmental Laws

The health, safety and welfare of our Members, guests and Employee Partners are of paramount importance to the Company. The Company is also committed to the protection of the environment and the conservation of natural resources.

15. Payments to Government Personnel

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business or in order to influence such officials. Whether or not it is an accepted practice in a particular country, Employee Partners should not give, offer or promise to pay a bribe, kickback or other similar unlawful or improper payment or gift to any foreign official, department or agency, foreign political party or political party official, or candidate for foreign political office for the purpose of obtaining or retaining business, directing business to any particular person, or securing an improper advantage for the Company in violation of applicable law. Employee Partners should not use, employ or authorize vendor, third party agents or any outside person or entity for the purpose of circumventing this policy in violation of applicable law.

In addition, the U.S. federal government has a number of laws and regulations regarding business gratuities which may be accepted by governmental agencies and personnel. The promise, offer or delivery to an official, employee contractor or subcontractor of the U.S. Government of a gift, favor or other gratuity in violation of these rules would not only violate this policy but could also be a criminal offense. State and local governments may have similar rules.

16. Discrimination, Harassment and Other Unacceptable Conduct

We expect that you will treat Members, guests, vendors and fellow Employee Partners with courtesy, dignity and respect. Physical assaults or fights, threatening comments, intimidation, inappropriate behavior with minors, discrimination or harassment of others is not acceptable behavior. Discrimination and harassment includes without limitation, actions based on a person’s race, color, age, disability, religion, national origin, gender, sex, military or veteran status and any other status protected by Federal, State or local law. Employee Partners should not engage in this type of conduct, which includes, but is not limited to, inappropriate communications or conduct towards Members, guests, vendors and fellow Employee Partners. If you believe that you or another Employee Partner has been the victim of or witnessed threatening or discriminatory or harassing behavior, immediately notify your general manager or the People Strategy department.

Q & A

A co-worker emailed an inappropriate joke to me. I find it offensive, but I don’t know if I should approach my co-worker with my concern. What should I do?

We want this to be a great place to work for all Employee Partners, and offensive behavior such as this is not acceptable. If you feel uncom-fortable speaking with your co-worker directly, contact your supervisor, the general manager or your People Strategy representative.

17. Administration and Waivers of the Code

The Code shall be administered and monitored by the office of the General Counsel and the Internal Audit department. All Covered Employee Partners who manage other Employee Partners are responsible for reviewing the Code with their subordinates. The Company will issue a copy of the Code to all new Covered Employee Partners upon hire and to all Covered Employee Partners upon any amendment to the Code. All Covered Employee Partners will be required to sign a receipt form indicating that they have received and read the Code.

All Employee Partners are expected to follow the Code at all times and Covered Employee Partners will be required to complete periodic compliance training, surveys or questionnaires. In the event that a situation arises in which a waiver of the Code is warranted, the granting of a waiver will be determined on a case-by-case basis by the office of the General Counsel. However, waivers for directors or executive officers (including the Company’s Chief Executive Officer, Chief Financial Officer, principal accounting officer, controller or persons performing similar functions) of the Company may only be granted by the Audit Committee, who shall have the sole authority to approve any such waiver from the Code. Any such waiver shall be promptly disclosed in accordance with applicable rules and regulations.

18. Accountability for Violations

If the Audit Committee or its designee determines that the Code has been violated either directly, by failure to report a violation, or by withholding information related to a violation, the Employee Partner may be disciplined for noncompliance, up to and including termination. Violations of the Code may also constitute violations of law and may result in criminal penalties and civil liabilities for the offending person and the Company. Employee Partners are expected to cooperate in all internal investigations of misconduct.

EX-21

Exhibit 21

SUBSIDIARIES OF CLUBCORP HOLDINGS, INC.⁽¹⁾ 

Subsidiary	Jurisdiction of Organization
ClubCorp USA, Inc.(2)	Delaware
Fillmore CCA Assets Co. II, Inc. (3)	Delaware

_______________________________

(1) The names of certain subsidiaries which, if considered in the aggregate as a single subsidiary, would not constitute a “significant subsidiary”, have been omitted.

(2)  CCA Club Operations Holdings, LLC is a direct wholly-owned subsidiary of ClubCorp Holdings, Inc. 185 consolidated wholly-owned subsidiaries of CCA Club Operations Holdings, LLC operating in the hospitality line of business have been omitted, 175 of which operate in the United States and 10 of which operate in foreign countries.

(3) Fillmore CCA Assets Co. II Inc. is a direct wholly-owned subsidiary of ClubCorp Holdings, Inc. 1 consolidated wholly-owned subsidiary of Fillmore CCA Assets Co. II Inc., which is the general partner for a real estate development line of business that operates in the United States, has been omitted.

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-191335 on Form S-8 of our report dated March 21, 2014, relating to the consolidated financial statements and financial statement schedules of ClubCorp Holdings, Inc. and subsidiaries appearing in this Annual Report on Form 10-K of ClubCorp Holdings, Inc. for the year ended December 31, 2013.

/s/ DELOITTE & TOUCHE LLP

Dallas, Texas

March 21, 2014

EX-31.1

Exhibit 31.1

CERTIFICATION OF CEO PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14(A) OR

15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric L. Affeldt, certify that:

1. I have reviewed this annual report on Form 10-K of ClubCorp Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 21, 2014

/s/ Eric L. Affeldt

Eric L. Affeldt

President and Chief Executive Officer and Director

(principal executive officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF CFO PURSUANT TO SECURITIES EXCHANGE ACT RULES 13A-14(A) OR

15D-14(A) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Curtis D. McClellan, certify that:

1. I have reviewed this annual report on Form 10-K of ClubCorp Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 21, 2014

/s/ Curtis D. McClellan

Curtis D. McClellan

Chief Financial Officer and Treasurer

(principal financial officer and principal accounting officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CEO PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the annual report on Form 10-K of ClubCorp Holdings, Inc. (the “Company”) for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric L. Affeldt, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods presented.

/s/ Eric L. Affeldt

Eric L. Affeldt

President and Chief Executive Officer and Director

 (principal executive officer)

Date: March 21, 2014

A signed original of this written statement required by Section 906 has been provided to ClubCorp Holdings, Inc. and will be retained by ClubCorp Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CFO PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the annual report on Form 10-K of ClubCorp Holdings, Inc. (the “Company”) for the fiscal year ended December 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Curtis D. McClellan, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods presented.

/s/ Curtis D. McClellan

Curtis D. McClellan

Chief Financial Officer and Treasurer

(principal financial officer and principal accounting officer)

Date: March 21, 2014

A signed original of this written statement required by Section 906 has been provided to ClubCorp Holdings, Inc. and will be retained by ClubCorp Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

This Certification is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

XML

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

Loss from continuing operations before income taxes and noncontrolling interest consists of the following:

	2013			2012			2011
Domestic	$	(38,583	)	$	(23,563	)	$	(53,268	)
Foreign	(404		)	(40		)	1,483
	$	(38,987	)	$	(23,603	)	$	(51,785	)

Schedule of Components of Income Tax Expense (Benefit)

	2013			2012			2011
Current
Federal	$	(3,040	)	$	(1,508	)	$	(2,840	)
State	(2,972		)	(1,185		)	(3,283		)
Foreign	(220		)	1,027			(494		)
Total Current	(6,232		)	(1,666		)	(6,617		)
Deferred
Federal	4,209			6,090			17,876
State	342			3,104			5,162
Foreign	—			—			—
Total Deferred	4,551			9,194			23,038
Total income tax (expense) benefit	$	(1,681	)	$	7,528		$	16,421

Schedule of Effective Income Tax Rate Reconciliation

The differences between income taxes computed using the U.S. statutory Federal income tax rate of 35% and the actual income tax provision for continuing operations as reflected in the accompanying consolidated statements of operations are as follows:

	2013			2012			2011
Expected Federal income tax benefit	$	13,645		$	8,260		$	18,005
State taxes, net of Federal benefit	(468		)	409			1,879
Change in valuation allowance - State	(1,266		)	828			(668		)
Change in valuation allowance - Foreign	(44		)	(707		)	445
Foreign rate differential	(97		)	2			74
IETU, Withholding and Other Permanent- Foreign	(220		)	557			(494		)
Forgiveness of Debt	—			—			(290		)
Adjustments Related to Tax Contingencies	(3,171		)	(3,273		)	(2,921		)
Equity-based compensation	(4,192		)	—			—
Membership initiation deposits	(4,586		)	—			—
Other, net	(1,282		)	1,452			391
Actual income tax (expense) benefit	$	(1,681	)	$	7,528		$	16,421

Summary of Operating Loss Carryforwards

We had the following net operating loss carryforwards at December 31, 2013, which are available to offset future taxable income:

Type of Carryforward	Gross Amount		Expiration Dates (in years)
Federal tax operating loss	$	25,969	2031	-	2033
State tax operating loss	$	172,223	2014	-	2033
AMT net operating loss	$	26,735	2031	-	2033
Mexico net operating loss	$	17,635	2014	-	2023

Schedule of Deferred Tax Assets and Liabilities

The components of the deferred tax assets and deferred tax liabilities at December 31, 2013 and December 25, 2012 are as follows:

	2013			2012
Deferred tax assets:
Federal tax net operating loss carryforwards	$	9,089		$	8,045
State and foreign tax net operating loss carryforwards	11,417			11,102
Membership deferred revenue	51,568			48,041
Reserves and accruals	19,902			17,422
Tax credits	3,162			2,930
Suspended losses	—			11,272
Capital losses	6,723			—
Straight-line rent	8,650			7,321
Other	18,942			17,663
Total gross deferred tax assets	$	129,453		$	123,796
Valuation allowance	(10,916		)	(10,474		)
Deferred tax liabilities:
Discounts on membership initiation deposits and acquired notes	(150,905		)	(151,538		)
Property and equipment	(155,424		)	(145,989		)
Deferred revenue	(1,920		)	(1,872		)
Intangibles	(10,541		)	(11,435		)
Other	(333		)	(2,382		)
Total gross deferred tax liabilities	(319,123		)	(313,216		)
Net deferred tax liability	$	(200,586	)	$	(199,894	)

The allocation of deferred taxes between current and long-term as of December 31, 2013 and December 25, 2012 is as follows:

	2013			2012
Current portion-deferred tax asset, net	$	10,403		$	7,896
Long-term deferred tax liability, net	(210,989		)	(207,790		)
Net deferred tax liability	$	(200,586	)	$	(199,894	)

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of the change in our unrealized tax benefit for all periods presented is as follows:

	2013			2012			2011
Balance at beginning of year	$	51,384		$	52,513		$	53,215
Increases in tax positions for current year	—			—			—
Increases in tax positions for prior years	103			17			52
Decreases in tax positions for prior years	(1,109		)	(1,146		)	(754		)
Balance at end of year	$	50,378		$	51,384		$	52,513

XML

FAIR VALUE (Schedule of Fair Value) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Equity Method Investment, Other than Temporary Impairment	$ 0
Recorded Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of debt obligations	623,988	769,202
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of debt obligations	645,746	805,913
Level 2 | Recorded Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of debt obligations	570,856	719,575
Level 2 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of debt obligations	601,775	765,744
Level 3 | Recorded Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of debt obligations	53,132	49,627
Level 3 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of debt obligations	43,971	40,169
Impairment Of Assets [Member] | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investments, Fair Value Disclosure	0	1,077	0
Other Assets, Mineral Rights, Fair Value Disclosure	0	2,178	0
Equity Method Investment, Other than Temporary Impairment	0	716	0
Impairment	0	2,993	0
Unclassified Indefinite-lived Intangible Assets [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)		100
Unclassified Indefinite-lived Intangible Assets [Member] | Impairment Of Assets [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Indefinite-lived Intangible Assets (Excluding Goodwill), Fair Value Disclosure	642	563	1,065
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	2,443	140	1,223
Trade Names [Member] | Impairment Of Assets [Member] | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Indefinite-lived Intangible Assets (Excluding Goodwill), Fair Value Disclosure	0	490	1,100
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	0	360	50
Certain property and equipment [Member] | Impairment Of Assets [Member] | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Property, Plant, and Equipment, Fair Value Disclosure	2,028	368	0
Impairment of Long-Lived Assets Held-for-use	$ 3,937	$ 717	$ 0

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Allowance for Doubtful Accounts) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
Allowance for Doubtful Accounts Receivable [Roll Forward]
Beginning allowance	$ 2,626	$ 3,586	$ 3,594
Bad debt expense, excluding portion related to notes receivable	3,502	2,907	3,052
Write offs	(2,462)	(3,867)	(3,060)
Ending allowance	$ 3,666	$ 2,626	$ 3,586

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INCOME TAXES (Schedule of Income (loss) from Continuing Operations before Income Taxes) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
Income Tax Disclosure [Abstract]
Domestic	$ (38,583)	$ (23,563)	$ (53,268)
Foreign	(404)	(40)	1,483
Total pre-tax income	$ (38,987)	$ (23,603)	$ (51,785)

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PROPERTY AND EQUIPMENT (Schedule of Property and Equipment) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 25, 2012
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 1,639,997	$ 1,574,881
Accumulated depreciation	(405,094)	(351,342)
Total	1,234,903	1,223,539
Land and non-depreciable land improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	530,212	531,265
Depreciable land improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	339,806	325,688
Building and recreational facilities
Property, Plant and Equipment [Line Items]
Property and equipment, gross	416,259	401,607
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	181,619	164,005
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	95,901	84,444
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	72,687	64,960
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 3,513	$ 2,912

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CLUB ACQUISITIONS, CLUB DISPOSITIONS AND DISCONTINUED OPERATIONS (Schedule of Revenues and Operating Income of Acquired Clubs) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
Business Acquisition [Line Items]
Revenues	$ 815,080	$ 754,944	$ 719,962
OPERATING INCOME	61,193	62,422	29,077
Acquired Clubs [Member]
Business Acquisition [Line Items]
Revenues	34,751	22,175	10,079
OPERATING INCOME	$ 538	$ 705	$ (620)

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ORGANIZATION Details of Segments and Clubs (Details)	Dec. 31, 2013 Entity Club
Organization Disclosure [Abstract]
Number Of Golf Clubs Owned Or Leased	96
Number Of Business Sports And Alumni Clubs Owned Or Leased	44
Number Of Joint Venture Golf Clubs Consolidated	5
Number of Joint Venture Golf Clubs Not Consolidated	1
Number of Joint Venture Business Sports & Alumni Clubs Not Consolidated	1
Number Of Golf Clubs Managed	3
Number Of Business Sports And Alumni Clubs Managed	4

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PROPERTY AND EQUIPMENT (Tables)

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property and equipment, including capital lease assets, at cost consists of the following at December 31, 2013 and December 25, 2012:

	2013			2012
Land and non-depreciable land improvements	$	530,212		$	531,265
Depreciable land improvements	339,806			325,688
Buildings and recreational facilities	416,259			401,607
Machinery and equipment	181,619			164,005
Leasehold improvements	95,901			84,444
Furniture and fixtures	72,687			64,960
Construction in progress	3,513			2,912
	1,639,997			1,574,881
Accumulated depreciation	(405,094		)	(351,342		)
Total	$	1,234,903		$	1,223,539

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CLUB ACQUISITIONS, CLUB DISPOSITIONS AND DISCONTINUED OPERATIONS (Schedule of Disposal Groups, Including Discontinued Operations, Income Statement) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
Business Combinations [Abstract]
Revenues	$ 0	$ 3,759	$ 7,387
Operating expenses, excluding loss on disposals and impairments of assets	(10)	(3,658)	(7,152)
Gain (loss) on disposals and impairments of assets	1	(11,448)	(126)
Interest expense	0	(2,239)	(215)
Loss from discontinued club operations, before taxes	(9)	(13,586)	(106)
Income tax (expense) benefit	(3)	2,669	(152)
Net income (loss) from discontinued clubs	$ (12)	$ (10,917)	$ (258)

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INCOME TAXES (Summary of Operating Loss Carryforwards) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Federal tax operating loss
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 25,969
State tax operating loss
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	172,223
AMT net operating loss
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	26,735
Mexico net operating loss
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 17,635

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GOODWILL AND INTANGIBLE ASSETS (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
Goodwill [Line Items]
Amortization	$ 2,900,000	$ 9,800,000	$ 25,000,000
Goodwill, Impairment Loss	0		0
Member Relationships
Goodwill [Line Items]
Intangible Asset Disposals	16,300,000	40,200,000
Management Contracts
Goodwill [Line Items]
Intangible Asset Disposals	0	1,700,000
Other
Goodwill [Line Items]
Intangible Asset Disposals	400,000	0
Glendale Racquet Club, Inc [Member]
Goodwill [Line Items]
Proceeds from Divestiture of Businesses		5,900,000
Goodwill, Impairment Loss		6,500,000
Unclassified Indefinite-lived Intangible Assets [Member]
Goodwill [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)		100,000
Unclassified Indefinite-lived Intangible Assets [Member] | Impairment Of Assets [Member]
Goodwill [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	2,443,000	140,000	1,223,000
Indefinite-lived Intangible Assets (Excluding Goodwill), Fair Value Disclosure	642,000	563,000	1,065,000
Level 3 | Trade Names [Member] | Impairment Of Assets [Member]
Goodwill [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	0	360,000	50,000
Indefinite-lived Intangible Assets (Excluding Goodwill), Fair Value Disclosure	$ 0	$ 490,000	$ 1,100,000

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CLUB ACQUISITIONS, CLUB DISPOSITIONS AND DISCONTINUED OPERATIONS (Narrative) (Details) (USD $)	12 Months Ended								0 Months Ended	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011	Dec. 25, 2012 Business, Sports and Alumni Clubs	Dec. 27, 2011 Business, Sports and Alumni Clubs	Dec. 25, 2012 Golf and Country Clubs	Dec. 27, 2011 Golf and Country Clubs	Dec. 25, 2012 Glendale Racquet Club, Inc [Member]	Sep. 27, 2012 Glendale Racquet Club, Inc [Member] Business, Sports and Alumni Clubs	Dec. 25, 2012 Unclassified Indefinite-lived Intangible Assets [Member]
Business Acquisition [Line Items]
Proceeds from Divestiture of Businesses								$ 5,900,000
Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax		100,000	0						11,100,000
Goodwill, Impairment Loss	0		0					6,500,000
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)										100,000
Disposal Group Including Discontinued Operation Description Number Of Clubs Discontinued	0			1	2	1	1
Assets Held-for-sale, at Carrying Value	$ 0	$ 0

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SUBSEQUENT EVENTS (Details) (USD $)	12 Months Ended	3 Months Ended		0 Months Ended	12 Months Ended	0 Months Ended	1 Months Ended
	Dec. 31, 2013	Mar. 25, 2014 Subsequent Event [Member]	Mar. 25, 2014 Prestonwood Country Club [Member] [Domain] Subsequent Event [Member]	Feb. 07, 2014 Performance Shares [Member] 2012 Stock Award Plan Subsequent Event [Member]	Dec. 25, 2012 RSUs 2012 Stock Award Plan	Feb. 07, 2014 RSUs 2012 Stock Award Plan Subsequent Event [Member]	Jan. 17, 2014 RSUs 2012 Stock Award Plan Subsequent Event [Member]
Subsequent Event [Line Items]
Units granted				111,610	12,552	111,589	103,886
Payments to Acquire Businesses, Gross			$ 11,200,000
Business Combination, Consideration Transferred			10,900,000
Distributions declared, but unpaid	$ 7,654,000	$ 7,700,000
Common Stock, Dividends, Per Share, Declared	$ 0.12	$ 0.12

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COMMITMENTS AND CONTINGENCIES (Details) (USD $) In Millions, unless otherwise specified		12 Months Ended		12 Months Ended
	Dec. 31, 2013	Dec. 27, 2011 Dispute Related To Acquisition And Development Of Golf Course Property [Member]	Dec. 31, 2013 Guarantee Oblgations	Dec. 31, 2013 Guarantee Oblgations Minimum	Dec. 31, 2013 Guarantee Oblgations Maximum	Dec. 31, 2013 Capital commitments
Loss Contingencies [Line Items]
Capital commitments						$ 9.6
Accrued taxes	2.0
Payments for Legal Settlements		4.0
Remaining term				1 year	2 years
Total principal outstanding			$ 0.3

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SCHEDULE I PARENT COMPANY ONLY FINANCIAL STATEMENTS SCHEDULE I CONDENSED FINANCIAL STATEMENTS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended						4 Months Ended		12 Months Ended				0 Months Ended	12 Months Ended
	Sep. 03, 2013	Jun. 11, 2013	Mar. 19, 2013	Sep. 04, 2012	Jun. 12, 2012	Mar. 20, 2012	Dec. 31, 2013	Dec. 25, 2012	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011	Dec. 28, 2010	Aug. 30, 2013 Parent Company [Member]	Dec. 31, 2013 Parent Company [Member]	Dec. 25, 2012 Parent Company [Member]	Dec. 27, 2011 Parent Company [Member]	Dec. 28, 2010 Parent Company [Member]
Condensed Financial Statements, Captions [Line Items]
Equity In Net Income Of Subsidiaries														$ (40,892)	$ (27,275)	$ (36,197)
Net loss	(5,034)	7,122	(10,491)	(12,398)	(1,817)	(9,726)	(32,277)	(3,051)	(40,680)	(26,992)	(35,622)			(40,892)	(27,275)	(36,197)
Net Income (Loss) Available to Common Stockholders, Basic	(5,163)	7,079	(10,450)	(12,413)	(1,984)	(9,713)	(32,358)	(3,165)	(40,892)	(27,275)	(36,197)			(40,892)	(27,275)	(36,197)
Equity In Other Comprehensive Loss Of Subsidiaries														(398)	1,890	(2,105)
COMPREHENSIVE (LOSS) INCOME									(41,078)	(25,102)	(37,727)			(41,290)	(25,385)	(38,302)
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO CLUBCORP									(41,290)	(25,385)	(38,302)			(41,290)	(25,385)	(38,302)
Investment In Subsidiaries														234,827	132,517
TOTAL ASSETS							1,736,217	1,720,547	1,736,217	1,720,547				234,827	132,517
Dividends Payable														7,654	0
Total liabilities							1,498,267	1,577,465	1,498,267	1,577,465				7,654	0
Common stock of ClubCorp Holdings, Inc., $0.01 par value, 200,000,000 shares authorized; 63,789,730 and 50,569,730 issued and outstanding at December 31, 2013 and December 25, 2012, respectively							638	506	638	506				638	506
Additional paid-in capital							320,274	184,460	320,274	184,460				320,274	184,460
Retained deficit							(92,669)	(51,777)	(92,669)	(51,777)				(93,739)	(52,449)
Total stockholders' equity							227,173	132,517	227,173	132,517				227,173	132,517
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest							237,950	143,082	237,950	143,082	169,126	202,598		227,173	132,517
Liabilities and Equity							1,736,217	1,720,547	1,736,217	1,720,547				234,827	132,517
Net cash provided by operating activities									93,693	96,888	74,614			0	0	0
Proceeds from Contributions from Affiliates														35,000	0	0
Distribution to subsidiary														(173,250)	0	0
Net cash used in investing activities									(72,728)	(47,318)	(69,941)			(138,250)	0	0
Payments of Capital Distribution									(35,000)	0	0		(35,000)		0	0
Proceeds from Issuance Initial Public Offering									173,250	0	0			173,250	0	0
Net cash used in financing activities									(49,099)	(18,911)	(11,898)			138,250	0	0
Cash and Cash Equivalents, Period Increase (Decrease), Including Discontinued Operations									(28,184)	31,485	(6,274)			0	0	0
Cash and cash equivalents							53,781	81,965	53,781	81,965	50,480	56,754		0	0	0	0
Distributions declared, but unpaid									7,654					7,654	0	0
Distribution related to utilization of DTA, Non-cash disclosure														$ 4,518	$ 0	$ 0

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CLUB ACQUISITIONS, CLUB DISPOSITIONS AND DISCONTINUED OPERATIONS (Schedule of Recognized Indentifiable Assets Acquired and Liabilities Assumed) (Details) (USD $)	12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended		12 Months Ended
	Dec. 31, 2013 Chantilly National Golf & Country Club [Member] [Domain]	Dec. 17, 2013 Chantilly National Golf & Country Club [Member] [Domain]	Dec. 31, 2013 Cherry Valley Country Club [Member]	Jun. 18, 2013 Cherry Valley Country Club [Member]	Dec. 31, 2013 Oak Tree Country Club [Member]	May 22, 2013 Oak Tree Country Club [Member]	Dec. 25, 2012 Hartefeld National Golf Club [Member]	Apr. 18, 2012 Hartefeld National Golf Club [Member]	Dec. 27, 2011 Long Island Clubs [Member]	Jun. 07, 2011 Long Island Clubs [Member]	Dec. 27, 2011 Canterwood [Member]	Aug. 09, 2011 Canterwood [Member]
Business Acquisition [Line Items]
Business Combination, Consideration Transferred	$ 4,800,000		$ 5,600,000		$ 5,200,000		$ 3,600,000		$ 18,800,000		$ 4,000,000
Business Combination, Depreciable land Improvements, property and equipment		5,171,000		5,976,000		12,108,000		3,999,000		20,223,000		4,003,000
Business Combination, Inventory and Other Current Assets												149,000
Business Combination, Prepaid Expense and Other Assets				121,000				31,000		487,000
Business Combination, Inventory		103,000		179,000		233,000		112,000		197,000
Business Combinations, deferred revenue and other liabilities								(572,000)		(2,131,000)		(171,000)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net		4,835,000		5,557,000		5,228,000		3,570,000		18,776,000		3,981,000
Business Combination, Current Assets, Other						662,000
Business Combination, Current Liabilities						(468,000)
Business Combination, Noncurrent Liabilities, Long-term Debt						(4,486,000)
Business Combination, Deferred Tax Liabilities Noncurrent						(722,000)
Business Combinations, Membership initiation deposits and other liabilities						(2,099,000)
Business Combination, Current portion of Long-term Debt		(234,000)		(311,000)
Business Combinations, Other liabilities		(25,000)		(408,000)
Business Combinations, other long term liabilities		180,000
Liabilities Assumed					$ 5,000,000

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INCOME TAXES (Schedule of Components of Income Tax Expense (Benefit)) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
Current
Federal	$ (3,040)	$ (1,508)	$ (2,840)
State	(2,972)	(1,185)	(3,283)
Foreign	(220)	1,027	(494)
Total Current	(6,232)	(1,666)	(6,617)
Deferred
Federal	4,209	6,090	17,876
State	342	3,104	5,162
Foreign	0	0	0
Total Deferred	4,551	9,194	23,038
Total income tax benefit (expense)	$ (1,681)	$ 7,528	$ 16,421

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QUARTERLY RESULTS OF OPERATIONS QUARTERLY RESULTS FOOTNOTE (Notes)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information [Text Block]

QUARTERLY RESULTS OF OPERATIONS (unaudited)

The following table sets forth the historical unaudited quarterly financial data for the periods indicated. The information for each of these periods has been prepared on the same basis as the audited consolidated financial statements and, in our opinion, reflects all adjustments necessary to present fairly our financial results. Operating results for previous periods do not necessarily indicate results that may be achieved in any future period.

	For the seventeen weeks ended			For the twelve weeks ended
2013	December 31, 2013			September 3, 2013			June 11, 2013		March 19, 2013
Total revenues	$	269,566		$	194,835		$	195,619	$	155,060
Direct and selling, general and administrative expenses	259,547			176,653			171,851		145,836
(Loss) income from continuing operations	(32,270		)	(5,030		)	7,118		(10,486		)
Net (loss) income	(32,277		)	(5,034		)	7,122		(10,491		)
Net (loss) income attributable to ClubCorp	(32,358		)	(5,163		)	7,079		(10,450		)
Net (loss) income attributable to ClubCorp per share, basic	$	(0.52	)	$	(0.10	)	$	0.14	$	(0.21	)
Net (loss) income attributable to ClubCorp per share, diluted	$	(0.52	)	$	(0.10	)	$	0.14	$	(0.21	)

	For the sixteen weeks ended			For the twelve weeks ended
2012	December 25, 2012			September 4, 2012			June 12, 2012			March 20, 2012
Total revenues	$	239,185		$	179,997		$	186,056		$	149,706
Direct and selling, general and administrative expenses	221,485			163,564			164,560			142,913
Loss from continuing operations	(2,709		)	(1,827		)	(1,873		)	(9,666		)
Net loss	(3,051		)	(12,398		)	(1,817		)	(9,726		)
Net loss attributable to ClubCorp	(3,165		)	(12,413		)	(1,984		)	(9,713		)
Net loss attributable to ClubCorp per share, basic	$	(0.06	)	$	(0.25	)	$	(0.04	)	$	(0.19	)
Net loss attributable to ClubCorp per share, diluted	$	(0.06	)	$	(0.25	)	$	(0.04	)	$	(0.19	)

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VARIABLE INTEREST ENTITIES (Narrative) (Details) (USD $)			12 Months Ended
	Dec. 31, 2013 Entity	Dec. 25, 2012	Dec. 31, 2013 Variable Interest Entity One Variable Interest Entity, Primary Beneficiary	Dec. 31, 2013 Variable Interest Entity One and Two Variable Interest Entity, Primary Beneficiary
Variable Interest Entity [Line Items]
Number of variable interest entities (VIEs)	3
Variable interest entity financial support			$ 1,100,000	$ 3,600,000
Variable Interest Entities Assets	11,604,000	11,680,000	3,900,000	6,800,000
Total assets of the entity	$ 11,600,000	$ 11,700,000

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EARNINGS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2013

Basic and Diluted Earnings per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

Presented below is basic and diluted EPS for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011 (in thousands, except per share amounts):

	Fiscal Years Ended
	December 31, 2013						December 25, 2012						December 27, 2011
	Basic			Diluted			Basic			Diluted			Basic			Diluted
Loss from continuing operations attributable to ClubCorp	$	(40,880	)	$	(40,880	)	$	(16,358	)	$	(16,358	)	$	(35,939	)	$	(35,939	)
Weighted-average shares outstanding	54,172			54,172			50,570			50,570			50,570			50,570
Effect of dilutive equity-based awards	—			431			—			—			—			—
Total Shares	54,172			54,603			50,570			50,570			50,570			50,570
Loss from continuing operations attributable to ClubCorp per share	$	(0.75	)	$	(0.75	)	$	(0.32	)	$	(0.32	)	$	(0.71	)	$	(0.71	)

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INCOME TAXES (Schedule of Unrecognized Tax Benefits Rollforward) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of year	$ 51,384	$ 52,513	$ 53,215
Increases in tax positions for current year	0	0	0
Increases in tax positions for prior years	103	17	52
Decreases in tax positions for prior years	(1,109)	(1,146)	(754)
Balance at end of year	$ 50,378	$ 51,384	$ 52,513

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DEBT AND CAPITAL LEASES (Tables)

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

Debt Instrument Redemption [Table Text Block]

After December 1, 2014, Operations may redeem the Senior Notes at the redemption prices (expressed as percentages of principal amount) listed below plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the twelve month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2014	105.000	%
2015	102.500	%
2016 and thereafter	100.000	%

Schedule of Debt

ng-term borrowings and lease commitments of the Company as of December 31, 2013 and December 25, 2012, are summarized below: 

	2013					2012
	Carrying Value			Interest Rate		Carrying Value			Interest Rate		Interest Rate Calculation	Maturity
Senior Notes	$	269,750		10.00	%	$	415,000		10.00	%	Fixed	2018
Secured Credit Facilities
Term Loan	301,106			4.00	%	304,575			5.00	%	As of December 31, 2013, greater of (i) 4.0% or (ii) an elected LIBOR + 3.0%; as of December 25, 2012, greater of (i) 5.0% or (ii) an elected LIBOR + 3.75%	2020
Revolving Credit Borrowings - Tranche A ($5,093 capacity) (1)	—			6.00	%	—			6.00	%	Greater of (i) 6.0% or (ii) an elected LIBOR + 4.5%	2015
Revolving Credit Borrowings - Tranche B ($135,000 capacity) (2)	—			3.25	%	—			—	%	LIBOR plus a margin of 3.0%	2018
Mortgage Loans
General Electric Capital Corporation	30,313			6.00	%	30,992			6.00	%	5.00% plus the greater of (i) three month LIBOR or (ii) 1%	2017
Notes payable related to certain Non-Core Development Entities	11,837			9.00	%	11,837			9.00	%	Fixed	(3)
Atlantic Capital Bank	3,493			4.50	%	3,653			4.50	%	Greater of (i) 3.0% + 30 day LIBOR or (ii) 4.5%	2015
BancFirst	4,652			4.50	%	—			—		Greater of (i) 4.50% or prime rate	2016
Other indebtedness	2,837			4.75% - 8.00%		3,145			5.75% - 8.00%		Fixed	Various
	623,988					769,202
Capital leases	25,691					24,155
	649,679					793,357
Less current portion	(11,567		)			(24,988		)
	$	638,112				$	768,369

Schedule of Maturities of Long-term Debt

The amount of long-term debt maturing in each of the five years subsequent to 2013 and thereafter is as follows:

Year	Debt		Capital Leases		Total
2014	$	1,714	$	9,853	$	11,567
2015	4,730		8,187		12,917
2016	4,568		4,994		9,562
2017	28,885		2,250		31,135
2018	270,080		407		270,487
Thereafter	314,011		—		314,011
Total	$	623,988	$	25,691	$	649,679

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INVESTMENTS (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
Schedule of Equity Method Investments [Line Items]
Equity method investments	$ 1,400,000	$ 1,300,000
Equity Method Investment, Other than Temporary Impairment	0
Avendra LLC
Schedule of Equity Method Investments [Line Items]
Equity method investments	6,200,000	9,400,000
Useful lives of the difference between the carrying amount and underlying equity of equity method investments (years)	10 years
Equity method investment ownership percentage	10.20%
Volume rebates	3,500,000	2,900,000	2,800,000
The difference between the carrying value of the investment and underlying equity	6,000,000	8,000,000
Golf Club
Schedule of Equity Method Investments [Line Items]
Number of Joint Ventures	2
Business, Sports and Alumni Clubs
Schedule of Equity Method Investments [Line Items]
Number of Joint Ventures	1
Impairment Of Assets [Member] | Level 3
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Other than Temporary Impairment	0	716,000	0
Investments, Fair Value Disclosure	$ 0	$ 1,077,000	$ 0

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LEASES (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
Leases [Abstract]
Lease agreement period	99 years
Total facility rental expense	$ 29.4	$ 29.1	$ 29.2
Contingent rent	$ 8.8	$ 8.4	$ 8.4

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OTHER ASSETS (Schedule of Net Future Amortization Expense) (Details) (Leases, Acquired-in-Place, Market Adjustment, USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Leases, Acquired-in-Place, Market Adjustment
Other Assets [Line Items]
2013	$ 365
2014	256
2015	101
2016	92
2017	83
Thereafter	76
Total	$ 973

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SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) (USD $)	0 Months Ended	1 Months Ended	3 Months Ended	12 Months Ended
	Sep. 07, 2013	Sep. 25, 2013	Jun. 12, 2012	Dec. 30, 2014	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011	Sep. 24, 2013
Accounting Policies [Line Items]
Share-based Compensation					$ 14,217,000	$ 0	$ 0
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax					0
Common Stock, Capital Shares Reserved for Future Issuance					3,400,000			4,000,000
Membership deposits nonrefundable term (years)					30 years
Unamortized balance of internal use software					4,300,000	4,500,000
Advertising expense					5,800,000	5,500,000	6,000,000
Lease agreement period					99 years
Stockholders' Equity Note, Stock Split, Conversion Ratio	1.0113946		1,000		50
Share-based Compensation					14,217,000	0	0
Stock Issued During Period, Shares, Restricted Stock Award, Gross		20,000
Allocated Share-based Compensation Expense, Net of Tax					13,400,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized					1,400,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition				1 year
Membership initiation fees and deposits revenue					$ 17,700,000	$ 16,300,000	$ 13,100,000
2012 Stock Award Plan | RSUs
Accounting Policies [Line Items]
Units granted						12,552
Units outstanding, net of forfeitures					613,963
Holdings Common Stock Held by Fillmore [Member] | ManagementProfitsInterestProgramMember [Domain]
Accounting Policies [Line Items]
Units outstanding, net of forfeitures					2,251,027
Minimum
Accounting Policies [Line Items]
Notes recievable, net of allowances original maturity (years)					1 year
Maximum
Accounting Policies [Line Items]
Notes recievable, net of allowances original maturity (years)					6 years

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation—The consolidated financial statements reflect the consolidated operations of ClubCorp, its subsidiaries and certain variable interest entities (“VIEs”). The consolidated financial statements presented herein reflect our financial position, results of operations, cash flows and changes in equity in conformity with accounting principles generally accepted in the United States, or “GAAP”. All intercompany accounts have been eliminated.

Fiscal Year—Our fiscal year consists of a 52/53 week period ending on the last Tuesday of December. For 2013, the fiscal year is comprised of the 53 weeks ended December 31, 2013. For 2012 and 2011, the fiscal years are comprised of the 52 weeks ended December 25, 2012 and December 27, 2011, respectively.

Use of Estimates—The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from such estimated amounts.

Revenue Recognition—Revenues from club operations, food and beverage and merchandise sales are recognized at the time of sale or when the service is provided and are reported net of sales taxes.

Revenues from membership dues are generally billed monthly and recognized in the period earned. The monthly dues are expected to cover the cost of providing membership services.

At a majority of our private clubs, members are expected to pay an initiation fee or deposit upon their acceptance as a member to the club. In general, initiation fees are not refundable, whereas initiation deposits sold are not refundable until a fixed number of years (generally 30) after the date of acceptance of a member. We recognize revenue related to membership initiation fees and deposits over the expected life of an active membership. For membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized within club operations revenue on the consolidated statements of operations over the expected life of an active membership. The present value of the refund obligation is recorded as a membership initiation deposit liability in the consolidated balance sheets and accretes over the nonrefundable term using the effective interest method with an interest rate defined as our incremental borrowing rate adjusted to reflect a 30-year time frame. The accretion is included in interest expense.

The majority of membership initiation fees sold are not refundable and are deferred and recognized within club operations revenue on the consolidated statements of operations over the expected life of an active membership.

Membership initiation fees and deposits recognized within club operations revenue on the consolidated statements of operations was $17.7 million, $16.3 million and $13.1 million for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively.

Cash Equivalents—We consider investments with an original maturity of three months or less to be cash equivalents.

Allowance for Doubtful Accounts—The allowance for doubtful accounts is established and maintained based on our best estimate of accounts receivable collectability. Management estimates collectability by specifically analyzing known troubled accounts, accounts receivable aging and other historical factors that affect collections. Such factors include the historical trends of write-offs and recovery of previously written-off accounts, the financial strength of the member and projected economic and market conditions.

The evaluation of these factors involves subjective judgments and changes in these factors may significantly impact the consolidated financial statements. The table below shows the changes in our allowance for doubtful accounts balance:

	2013			2012			2011
Beginning allowance	$	2,626		$	3,586		$	3,594
Bad debt expense, excluding portion related to notes receivable	3,502			2,907			3,052
Write offs	(2,462		)	(3,867		)	(3,060		)
Ending allowance	$	3,666		$	2,626		$	3,586

Inventories—Inventories, which consist primarily of food and beverages and merchandise held for resale, are stated at the lower of cost (weighted average cost method) or market. Losses on obsolete or excess inventory are not material.

Variable Interest Entities—We consolidate any VIEs for which we are deemed to be the primary beneficiary. See Note 3.

Investments—Investments in unconsolidated affiliates over which we exercise significant influence, but do not control, are accounted for by the equity method. Investments in unconsolidated affiliates over which we are not able to exercise significant influence are accounted for under the cost method. See Note 4.

Property and Equipment, Net—Property and equipment is recorded at cost, including interest incurred during construction periods. We capitalize costs that both materially add value and appreciably extend the useful life of an asset. With respect to golf course improvements (included in land improvements), only costs associated with original construction, complete replacements, or the addition of new trees, sand traps, fairways or greens are capitalized. All other related costs are expensed as incurred. For building improvements, only costs that extend the useful life of the building are capitalized; repairs and maintenance are expensed as incurred. Internal use software development costs are capitalized and amortized on a straight-line basis over the expected benefit period. The unamortized balance of internal use software totaled $4.3 million and $4.5 million at December 31, 2013 and December 25, 2012, respectively. See Note 6.

Depreciation is calculated using the straight-line method based on the following estimated useful lives:

Depreciable land improvements	5	-	20 years
Building and recreational facilities	20	-	40 years
Machinery and equipment	3	-	10 years
Leasehold improvements	1	-	40 years
Furniture and fixtures	3	-	10 years

Leasehold improvements are amortized over the shorter of the term of the respective leases or their useful life using the straight-line method.

Notes Receivable, Net of Allowances—Notes receivable reflect amounts due from our financing of membership initiation fees and deposits and typically range from one to six years in original maturity. We recognize interest income as earned and provide an allowance for doubtful accounts. This allowance is based on factors including the historical trends of write-offs and recoveries, the financial strength of the member and projected economic and market conditions.

Goodwill and Other Intangibles, Net—We classify intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. Intangibles specifically related to an individual property are recorded at the property level. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives as reflected in Note 7.

We assess the recoverability of the carrying value of goodwill and other indefinite lived intangibles annually on the first day of the fourth quarter or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. Goodwill impairment is determined by comparing the fair value of a reporting unit to its carrying amount with an impairment being recognized only where the fair value is less than carrying value. See Note 7.

Impairment of Long-Lived Assets—We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through future cash flows. For assets to be held and used, we perform a recoverability test to determine if the future undiscounted cash flows over the expected holding period for the property exceed the carrying amount of the assets of the property in question. If the recoverability test is not met, the impairment is determined by comparing the carrying value of the property to its fair value which may be approximated by using future discounted cash flows using a risk-adjusted discount rate. Future cash flows of each property are determined using management’s projections of the performance of a given property based on its past performance and expected future performance, local operations and other factors both in the Company’s control and out of the Company’s control. Additionally, throughout the impairment evaluation process, we consider the impact of recent property appraisals when they are available. If actual results differ from these estimates, additional impairment charges may be required. As discussed in Note 5, GAAP establishes a three‑tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The fair value calculations associated with these valuations are classified as Level 3 measurements under GAAP.

Insurance Reserves—We have established insurance programs to cover exposures above predetermined deductibles for certain insurable risks consisting primarily of physical loss to property, workers’ compensation, employee healthcare, and comprehensive general and auto liability. Insurance reserves are developed by the Company, using the assistance of a third-party actuary and consideration of our past claims experience, including both the frequency and settlement of claims.

Advertising Expense—We market our clubs through advertising and other promotional activities. Advertising expense is charged to income during the period incurred. Advertising expense totaled $5.8 million, $5.5 million and $6.0 million for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively.

Foreign Currency—The functional currency of our entities located outside the United States of America is the local currency. Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the current exchange rate in effect at period-end. All foreign income and expenses are translated at the monthly weighted-average exchange rates during the year. Translation gains and losses are reported separately, net of tax of $0.0 million for all years presented, as a component of comprehensive loss, until realized. No translation gains or losses have been reclassified into earnings for the fiscal years endedDecember 31, 2013, December 25, 2012 or December 27, 2011. Realized foreign currency transaction gains and losses are reflected in the consolidated statements of operations and comprehensive loss in club operating costs.

Income Taxes—Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recognized.

We recognize the tax benefit from an uncertain tax position only if it is “more likely than not” that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. If the position drops below the “more likely than not” standard, the benefit can no longer be recognized. Assumptions, judgment and the use of estimates are required in determining if the “more likely than not” standard has been met when developing the provision for income taxes. We recognize accrued interest and penalties related to uncertain tax positions as a component of income tax expense.

Interest and Investment Income—Interest and investment income is comprised principally of interest on notes receivable and cash deposits held by financial institutions.

Leases—We lease operating facilities under agreements with terms up to 99 years. These agreements normally provide for minimum rentals plus executory costs. Some of the agreements provide for scheduled rent increases during the lease term, as well as provisions for renewal options. Rent expense is recognized on a straight-line basis over the term of the lease from the time at which we take control of the property. Renewal options determined to be reasonably assured are also included in the lease term. In some cases, we must pay contingent rent generally based on a percentage of gross receipts or positive cash flow as defined in the lease agreements.

Some of our lease agreements contain tenant allowances. Upon receipt of such allowances, we record a deferred rent liability in other liabilities on the consolidated balance sheets. The allowances are then amortized on a straight-line basis over the remaining terms of the corresponding leases as a reduction of rent expense.

Equity-Based Awards—Equity-based unit awards were previously issued under a Management Profits Interest Program (“MPI”) which constituted grants of time-vesting non-voting profits interests in Fillmore. These awards entitled participants to participate in the appreciation of the value of Fillmore above an applicable threshold and thereby share in its future profits. Fillmore converted previously issued Class B units into Class A units, subject to remaining vesting periods, in connection with the ClubCorp Formation.

MPI participants could receive a distribution upon the occurrence of a liquidity event or upon the declaration of a distribution or dividend payment, in each case in accordance with the terms of the distribution “waterfall” set forth in Fillmore’s Second Amended and Restated LLC Agreement. Because the distributions would be contingent on the value of the Company at the time of such liquidity event, distribution, or dividend payment, no expense was recognized relating to such awards until the consummation of our IPO on September 25, 2013, at which time the MPI participants, including our executives, employees, directors and consultants surrendered all Class A units (including Converted Units) and Class C units held by them in exchange for an aggregate of 2,251,027 shares of Holdings' common stock previously held by Fillmore, a portion of which are restricted, subject to remaining time vesting requirements. The number of shares of our common stock delivered to our NEOs was determined in a manner intended to equate the aggregate fair value of such shares at our IPO offering price to the aggregate fair value of the NEOs’ Class A units and Class C units immediately prior to the conversion, based on the relative fair value priorities applicable to various classes of Fillmore's Class A units and Class C units.

The ClubCorp Holdings, Inc. 2012 Stock Award Plan, which was amended and restated as of August 14, 2013 (the “Stock Plan”) provides for an aggregate amount of no more than 4,000,000 shares of common stock to be available for awards. The Stock Plan provides for the grant of stock options, restricted stock awards, restricted stock units, performance-based awards and other equity-based incentive awards. To date, we have granted restricted stock awards and restricted stock units (“RSUs”) under the Stock Plan. As of December 31, 2013, approximately 3.4 million shares of common stock were available for future issuance under the Stock Plan.

On April 1, 2012, Holdings granted 12,552 RSUs to certain executives under the Stock Plan. The RSUs vest based on satisfaction of both a time condition subject to the holders' continued employment and a liquidity condition. The time condition is satisfied with respect to one-third of the RSUs on each of the first three anniversaries of the grant date, subject to the holder remaining employed by us. The liquidity condition is satisfied upon the earlier of a change of control (as defined in the Stock Plan) or after a period of time following the effective date of an initial public offering by us. On March 15, 2014, the required time period following our IPO was satisfied and the liquidity vesting requirement was met, at which time one third of the RSUs granted were converted into shares of our common stock. The remaining RSUs will convert into shares of our common stock upon satisfaction of the remaining time vesting requirements. After giving effect to the 50 for 1 forward stock split and the 1.0113946 for 1 forward stock split (described in Note 16), 613,963 RSUs remain outstanding as of December 31, 2013.

On September 25, 2013, 20,000 shares of restricted common stock, which vest after one year, were issued under the Stock Plan to certain of ClubCorp's directors. No other equity-based awards were granted during the fiscal year ended December 31, 2013.

Subsequent to our IPO, during the fiscal year endedDecember 31, 2013, ClubCorp recorded equity-based compensation expense of $14.2 million ($13.4 million net of tax benefit) related to equity-based awards issued under the MPI and the Stock Plan. No equity-based compensation expense was recorded in the fiscal years ended December 25, 2012 and December 27, 2011. As of December 31, 2013, there was approximately $1.4 million of unrecognized expense, adjusted for estimated forfeitures, related to non-vested, equity-based awards granted to employees, which is expected to be recognized over a weighted average period of approximately 1 year.

Recently Issued Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-02 (“ASU 2013-02”), Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The update clarifies how to report the effect of significant reclassifications out of accumulated other comprehensive income. ASU 2013-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012 and is to be applied prospectively. Our adoption of this ASU in the first quarter of 2013 did not materially change the presentation of our consolidated financial statements.

In February 2013, the FASB issued Accounting Standards Update No. 2013-04 (“ASU 2013-04”), Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed as the Reporting Date. ASU No. 2013-04 requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in the update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-04 is not expected to have a material impact on our consolidated financial statements.

In July 2013, the FASB issued Accounting Standards Update No. 2013-11 (“ASU 2013-11”), Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU No. 2013-11 clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on our consolidated financial statements.

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CURRENT AND LONG-TERM LIABILITIES (Schedule of Current Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 25, 2012
Payables and Accruals [Abstract]
Accrued compensation	$ 27,933	$ 24,060
Accrued interest	2,373	4,957
Other accrued expenses	6,466	6,972
Total accrued expenses	36,772	35,989
Taxes payable other than federal income taxes	20,000	16,211
Accrued Income Taxes, Current	455	467
Total accrued taxes	20,455	16,678
Advance deposits from members	17,305	12,489
Unearned dues	32,438	11,916
Deferred membership revenues	10,883	16,519
Insurance reserves	8,175	8,659
Dividends Payable	7,654	0
Other current liabilities	2,845	3,332
Total other current liabilities	$ 79,300	$ 52,915

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QUARTERLY RESULTS OF OPERATIONS QUARTERLY RESULTS(Tables)

12 Months Ended

Dec. 31, 2013

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information [Table Text Block]

The following table sets forth the historical unaudited quarterly financial data for the periods indicated. The information for each of these periods has been prepared on the same basis as the audited consolidated financial statements and, in our opinion, reflects all adjustments necessary to present fairly our financial results. Operating results for previous periods do not necessarily indicate results that may be achieved in any future period.

	For the seventeen weeks ended			For the twelve weeks ended
2013	December 31, 2013			September 3, 2013			June 11, 2013		March 19, 2013
Total revenues	$	269,566		$	194,835		$	195,619	$	155,060
Direct and selling, general and administrative expenses	259,547			176,653			171,851		145,836
(Loss) income from continuing operations	(32,270		)	(5,030		)	7,118		(10,486		)
Net (loss) income	(32,277		)	(5,034		)	7,122		(10,491		)
Net (loss) income attributable to ClubCorp	(32,358		)	(5,163		)	7,079		(10,450		)
Net (loss) income attributable to ClubCorp per share, basic	$	(0.52	)	$	(0.10	)	$	0.14	$	(0.21	)
Net (loss) income attributable to ClubCorp per share, diluted	$	(0.52	)	$	(0.10	)	$	0.14	$	(0.21	)

	For the sixteen weeks ended			For the twelve weeks ended
2012	December 25, 2012			September 4, 2012			June 12, 2012			March 20, 2012
Total revenues	$	239,185		$	179,997		$	186,056		$	149,706
Direct and selling, general and administrative expenses	221,485			163,564			164,560			142,913
Loss from continuing operations	(2,709		)	(1,827		)	(1,873		)	(9,666		)
Net loss	(3,051		)	(12,398		)	(1,817		)	(9,726		)
Net loss attributable to ClubCorp	(3,165		)	(12,413		)	(1,984		)	(9,713		)
Net loss attributable to ClubCorp per share, basic	$	(0.06	)	$	(0.25	)	$	(0.04	)	$	(0.19	)
Net loss attributable to ClubCorp per share, diluted	$	(0.06	)	$	(0.25	)	$	(0.04	)	$	(0.19	)

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SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Property Plant and Equipment useful lives [Table Text Block]

Depreciation is calculated using the straight-line method based on the following estimated useful lives:

Depreciable land improvements	5	-	20 years
Building and recreational facilities	20	-	40 years
Machinery and equipment	3	-	10 years
Leasehold improvements	1	-	40 years
Furniture and fixtures	3	-	10 years

Property and Equipment, Net

Property and Equipment, Net—Property and equipment is recorded at cost, including interest incurred during construction periods. We capitalize costs that both materially add value and appreciably extend the useful life of an asset. With respect to golf course improvements (included in land improvements), only costs associated with original construction, complete replacements, or the addition of new trees, sand traps, fairways or greens are capitalized. All other related costs are expensed as incurred. For building improvements, only costs that extend the useful life of the building are capitalized; repairs and maintenance are expensed as incurred. Internal use software development costs are capitalized and amortized on a straight-line basis over the expected benefit period. The unamortized balance of internal use software totaled $4.3 million and $4.5 million at December 31, 2013 and December 25, 2012, respectively. See Note 6.

Depreciation is calculated using the straight-line method based on the following estimated useful lives:

Depreciable land improvements	5	-	20 years
Building and recreational facilities	20	-	40 years
Machinery and equipment	3	-	10 years
Leasehold improvements	1	-	40 years
Furniture and fixtures	3	-	10 years

Leasehold improvements are amortized over the shorter of the term of the respective leases or their useful life using the straight-line method.

Schedule of Changes in allowance for doubtful accouts

	2013			2012			2011
Beginning allowance	$	2,626		$	3,586		$	3,594
Bad debt expense, excluding portion related to notes receivable	3,502			2,907			3,052
Write offs	(2,462		)	(3,867		)	(3,060		)
Ending allowance	$	3,666		$	2,626		$	3,586

Property, Plant and Equipment, Useful lives

Property and equipment, including capital lease assets, at cost consists of the following at December 31, 2013 and December 25, 2012:

	2013			2012
Land and non-depreciable land improvements	$	530,212		$	531,265
Depreciable land improvements	339,806			325,688
Buildings and recreational facilities	416,259			401,607
Machinery and equipment	181,619			164,005
Leasehold improvements	95,901			84,444
Furniture and fixtures	72,687			64,960
Construction in progress	3,513			2,912
	1,639,997			1,574,881
Accumulated depreciation	(405,094		)	(351,342		)
Total	$	1,234,903		$	1,223,539

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2013

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation—The consolidated financial statements reflect the consolidated operations of ClubCorp, its subsidiaries and certain variable interest entities (“VIEs”). The consolidated financial statements presented herein reflect our financial position, results of operations, cash flows and changes in equity in conformity with accounting principles generally accepted in the United States, or “GAAP”. All intercompany accounts have been eliminated.

Use of Estimates

Use of Estimates—The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ materially from such estimated amounts.

Fiscal Year

Fiscal Year—Our fiscal year consists of a 52/53 week period ending on the last Tuesday of December. For 2013, the fiscal year is comprised of the 53 weeks ended December 31, 2013. For 2012 and 2011, the fiscal years are comprised of the 52 weeks ended December 25, 2012 and December 27, 2011, respectively.

Revenue Recognition

Revenue Recognition—Revenues from club operations, food and beverage and merchandise sales are recognized at the time of sale or when the service is provided and are reported net of sales taxes.

Revenues from membership dues are generally billed monthly and recognized in the period earned. The monthly dues are expected to cover the cost of providing membership services.

At a majority of our private clubs, members are expected to pay an initiation fee or deposit upon their acceptance as a member to the club. In general, initiation fees are not refundable, whereas initiation deposits sold are not refundable until a fixed number of years (generally 30) after the date of acceptance of a member. We recognize revenue related to membership initiation fees and deposits over the expected life of an active membership. For membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized within club operations revenue on the consolidated statements of operations over the expected life of an active membership. The present value of the refund obligation is recorded as a membership initiation deposit liability in the consolidated balance sheets and accretes over the nonrefundable term using the effective interest method with an interest rate defined as our incremental borrowing rate adjusted to reflect a 30-year time frame. The accretion is included in interest expense.

The majority of membership initiation fees sold are not refundable and are deferred and recognized within club operations revenue on the consolidated statements of operations over the expected life of an active membership.

Membership initiation fees and deposits recognized within club operations revenue on the consolidated statements of operations was $17.7 million, $16.3 million and $13.1 million for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively

Revenue Recognition, Services, Refundable Fees for Services

At a majority of our private clubs, members are expected to pay an initiation fee or deposit upon their acceptance as a member to the club. In general, initiation fees are not refundable, whereas initiation deposits sold are not refundable until a fixed number of years (generally 30) after the date of acceptance of a member. We recognize revenue related to membership initiation fees and deposits over the expected life of an active membership. For membership initiation deposits, the difference between the amount paid by the member and the present value of the refund obligation is deferred and recognized within club operations revenue on the consolidated statements of operations over the expected life of an active membership. The present value of the refund obligation is recorded as a membership initiation deposit liability in the consolidated balance sheets and accretes over the nonrefundable term using the effective interest method with an interest rate defined as our incremental borrowing rate adjusted to reflect a 30-year time frame. The accretion is included in interest expense.

The majority of membership initiation fees sold are not refundable and are deferred and recognized within club operations revenue on the consolidated statements of operations over the expected life of an active membership.

Cash Equivalents

Cash Equivalents—We consider investments with an original maturity of three months or less to be cash equivalents.

Allowance for Doubtful Accounts

Allowance for Doubtful Accounts—The allowance for doubtful accounts is established and maintained based on our best estimate of accounts receivable collectability. Management estimates collectability by specifically analyzing known troubled accounts, accounts receivable aging and other historical factors that affect collections. Such factors include the historical trends of write-offs and recovery of previously written-off accounts, the financial strength of the member and projected economic and market conditions.

The evaluation of these factors involves subjective judgments and changes in these factors may significantly impact the consolidated financial statements. The table below shows the changes in our allowance for doubtful accounts balance:

	2013			2012			2011
Beginning allowance	$	2,626		$	3,586		$	3,594
Bad debt expense, excluding portion related to notes receivable	3,502			2,907			3,052
Write offs	(2,462		)	(3,867		)	(3,060		)
Ending allowance	$	3,666		$	2,626		$	3,586

Inventories

Inventories—Inventories, which consist primarily of food and beverages and merchandise held for resale, are stated at the lower of cost (weighted average cost method) or market. Losses on obsolete or excess inventory are not material.

Variable Interest Entities

Variable Interest Entities—We consolidate any VIEs for which we are deemed to be the primary beneficiary. See Note 3.

Investments

Investments—Investments in unconsolidated affiliates over which we exercise significant influence, but do not control, are accounted for by the equity method. Investments in unconsolidated affiliates over which we are not able to exercise significant influence are accounted for under the cost method. See Note 4.

Property and Equipment, Net

Property and Equipment, Net—Property and equipment is recorded at cost, including interest incurred during construction periods. We capitalize costs that both materially add value and appreciably extend the useful life of an asset. With respect to golf course improvements (included in land improvements), only costs associated with original construction, complete replacements, or the addition of new trees, sand traps, fairways or greens are capitalized. All other related costs are expensed as incurred. For building improvements, only costs that extend the useful life of the building are capitalized; repairs and maintenance are expensed as incurred. Internal use software development costs are capitalized and amortized on a straight-line basis over the expected benefit period. The unamortized balance of internal use software totaled $4.3 million and $4.5 million at December 31, 2013 and December 25, 2012, respectively. See Note 6.

Depreciation is calculated using the straight-line method based on the following estimated useful lives:

Depreciable land improvements	5	-	20 years
Building and recreational facilities	20	-	40 years
Machinery and equipment	3	-	10 years
Leasehold improvements	1	-	40 years
Furniture and fixtures	3	-	10 years

Leasehold improvements are amortized over the shorter of the term of the respective leases or their useful life using the straight-line method.

Notes Receivable, Net of Allowances

Notes Receivable, Net of Allowances—Notes receivable reflect amounts due from our financing of membership initiation fees and deposits and typically range from one to six years in original maturity. We recognize interest income as earned and provide an allowance for doubtful accounts. This allowance is based on factors including the historical trends of write-offs and recoveries, the financial strength of the member and projected economic and market conditions.

Goodwill and Other Intangibles, Net

Goodwill and Other Intangibles, Net—We classify intangible assets into three categories: (1) intangible assets with definite lives subject to amortization, (2) intangible assets with indefinite lives not subject to amortization and (3) goodwill. Intangibles specifically related to an individual property are recorded at the property level. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives as reflected in Note 7.

We assess the recoverability of the carrying value of goodwill and other indefinite lived intangibles annually on the first day of the fourth quarter or whenever events or changes in circumstances indicate that the carrying amount may not be fully recoverable. Goodwill impairment is determined by comparing the fair value of a reporting unit to its carrying amount with an impairment being recognized only where the fair value is less than carrying value. See Note 7.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets—We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through future cash flows. For assets to be held and used, we perform a recoverability test to determine if the future undiscounted cash flows over the expected holding period for the property exceed the carrying amount of the assets of the property in question. If the recoverability test is not met, the impairment is determined by comparing the carrying value of the property to its fair value which may be approximated by using future discounted cash flows using a risk-adjusted discount rate. Future cash flows of each property are determined using management’s projections of the performance of a given property based on its past performance and expected future performance, local operations and other factors both in the Company’s control and out of the Company’s control. Additionally, throughout the impairment evaluation process, we consider the impact of recent property appraisals when they are available. If actual results differ from these estimates, additional impairment charges may be required. As discussed in Note 5, GAAP establishes a three‑tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The fair value calculations associated with these valuations are classified as Level 3 measurements under GAAP.

Insurance Reserves

Insurance Reserves—We have established insurance programs to cover exposures above predetermined deductibles for certain insurable risks consisting primarily of physical loss to property, workers’ compensation, employee healthcare, and comprehensive general and auto liability. Insurance reserves are developed by the Company, using the assistance of a third-party actuary and consideration of our past claims experience, including both the frequency and settlement of claims.

Advertising Expense

Advertising Expense—We market our clubs through advertising and other promotional activities. Advertising expense is charged to income during the period incurred. Advertising expense totaled $5.8 million, $5.5 million and $6.0 million for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively.

Foreign Currency

Foreign Currency—The functional currency of our entities located outside the United States of America is the local currency. Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the current exchange rate in effect at period-end. All foreign income and expenses are translated at the monthly weighted-average exchange rates during the year. Translation gains and losses are reported separately, net of tax of $0.0 million for all years presented, as a component of comprehensive loss, until realized. No translation gains or losses have been reclassified into earnings for the fiscal years endedDecember 31, 2013, December 25, 2012 or December 27, 2011. Realized foreign currency transaction gains and losses are reflected in the consolidated statements of operations and comprehensive loss in club operating costs.

Income Taxes

Income Taxes—Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recognized.

We recognize the tax benefit from an uncertain tax position only if it is “more likely than not” that the tax position will be sustained upon examination by the taxing authorities, based on the technical merits of the position. If the position drops below the “more likely than not” standard, the benefit can no longer be recognized. Assumptions, judgment and the use of estimates are required in determining if the “more likely than not” standard has been met when developing the provision for income taxes. We recognize accrued interest and penalties related to uncertain tax positions as a component of income tax expense.

Interest and Investment Income

Interest and Investment Income—Interest and investment income is comprised principally of interest on notes receivable and cash deposits held by financial institutions.

Leases

Leases—We lease operating facilities under agreements with terms up to 99 years. These agreements normally provide for minimum rentals plus executory costs. Some of the agreements provide for scheduled rent increases during the lease term, as well as provisions for renewal options. Rent expense is recognized on a straight-line basis over the term of the lease from the time at which we take control of the property. Renewal options determined to be reasonably assured are also included in the lease term. In some cases, we must pay contingent rent generally based on a percentage of gross receipts or positive cash flow as defined in the lease agreements.

Some of our lease agreements contain tenant allowances. Upon receipt of such allowances, we record a deferred rent liability in other liabilities on the consolidated balance sheets. The allowances are then amortized on a straight-line basis over the remaining terms of the corresponding leases as a reduction of rent expense.

Equity-Based Awards

Equity-Based Awards—Equity-based unit awards were previously issued under a Management Profits Interest Program (“MPI”) which constituted grants of time-vesting non-voting profits interests in Fillmore. These awards entitled participants to participate in the appreciation of the value of Fillmore above an applicable threshold and thereby share in its future profits. Fillmore converted previously issued Class B units into Class A units, subject to remaining vesting periods, in connection with the ClubCorp Formation.

MPI participants could receive a distribution upon the occurrence of a liquidity event or upon the declaration of a distribution or dividend payment, in each case in accordance with the terms of the distribution “waterfall” set forth in Fillmore’s Second Amended and Restated LLC Agreement. Because the distributions would be contingent on the value of the Company at the time of such liquidity event, distribution, or dividend payment, no expense was recognized relating to such awards until the consummation of our IPO on September 25, 2013, at which time the MPI participants, including our executives, employees, directors and consultants surrendered all Class A units (including Converted Units) and Class C units held by them in exchange for an aggregate of 2,251,027 shares of Holdings' common stock previously held by Fillmore, a portion of which are restricted, subject to remaining time vesting requirements. The number of shares of our common stock delivered to our NEOs was determined in a manner intended to equate the aggregate fair value of such shares at our IPO offering price to the aggregate fair value of the NEOs’ Class A units and Class C units immediately prior to the conversion, based on the relative fair value priorities applicable to various classes of Fillmore's Class A units and Class C units.

The ClubCorp Holdings, Inc. 2012 Stock Award Plan, which was amended and restated as of August 14, 2013 (the “Stock Plan”) provides for an aggregate amount of no more than 4,000,000 shares of common stock to be available for awards. The Stock Plan provides for the grant of stock options, restricted stock awards, restricted stock units, performance-based awards and other equity-based incentive awards. To date, we have granted restricted stock awards and restricted stock units (“RSUs”) under the Stock Plan. As of December 31, 2013, approximately 3.4 million shares of common stock were available for future issuance under the Stock Plan.

On April 1, 2012, Holdings granted 12,552 RSUs to certain executives under the Stock Plan. The RSUs vest based on satisfaction of both a time condition subject to the holders' continued employment and a liquidity condition. The time condition is satisfied with respect to one-third of the RSUs on each of the first three anniversaries of the grant date, subject to the holder remaining employed by us. The liquidity condition is satisfied upon the earlier of a change of control (as defined in the Stock Plan) or after a period of time following the effective date of an initial public offering by us. On March 15, 2014, the required time period following our IPO was satisfied and the liquidity vesting requirement was met, at which time one third of the RSUs granted were converted into shares of our common stock. The remaining RSUs will convert into shares of our common stock upon satisfaction of the remaining time vesting requirements. After giving effect to the 50 for 1 forward stock split and the 1.0113946 for 1 forward stock split (described in Note 16), 613,963 RSUs remain outstanding as of December 31, 2013.

On September 25, 2013, 20,000 shares of restricted common stock, which vest after one year, were issued under the Stock Plan to certain of ClubCorp's directors. No other equity-based awards were granted during the fiscal year ended December 31, 2013.

Subsequent to our IPO, during the fiscal year endedDecember 31, 2013, ClubCorp recorded equity-based compensation expense of $14.2 million ($13.4 million net of tax benefit) related to equity-based awards issued under the MPI and the Stock Plan. No equity-based compensation expense was recorded in the fiscal years ended December 25, 2012 and December 27, 2011. As of December 31, 2013, there was approximately $1.4 million of unrecognized expense, adjusted for estimated forfeitures, related to non-vested, equity-based awards granted to employees, which is expected to be recognized over a weighted average period of approximately 1 year.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-02 (“ASU 2013-02”), Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The update clarifies how to report the effect of significant reclassifications out of accumulated other comprehensive income. ASU 2013-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012 and is to be applied prospectively. Our adoption of this ASU in the first quarter of 2013 did not materially change the presentation of our consolidated financial statements.

In February 2013, the FASB issued Accounting Standards Update No. 2013-04 (“ASU 2013-04”), Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed as the Reporting Date. ASU No. 2013-04 requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in the update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-04 is not expected to have a material impact on our consolidated financial statements.

In July 2013, the FASB issued Accounting Standards Update No. 2013-11 (“ASU 2013-11”), Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. ASU No. 2013-11 clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 is not expected to have a material impact on our consolidated financial statements.

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PROPERTY AND EQUIPMENT (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
Property, Plant and Equipment [Line Items]
Depreciation Expense From Continuing Operations	$ 69,200,000	$ 68,500,000	$ 68,200,000
Interest Costs Capitalized	300,000	200,000	400,000
Impairment Of Assets [Member] | Fair Value, Inputs, Level 3 [Member] | Certain property and equipment [Member]
Property, Plant and Equipment [Line Items]
Impairment of Long-Lived Assets Held-for-use	3,937,000	717,000	0
Property, Plant, and Equipment, Fair Value Disclosure	$ 2,028,000	$ 368,000	$ 0

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SCHEDULE I PARENT COMPANY ONLY FINANCIAL STATEMENTS SCHEDULE I CONDENSED FINANCIAL STATEMENTS (Tables)

12 Months Ended

Dec. 31, 2013

Registrant's Condensed Financial Statements [Abstract]

Condensed Income Statement [Table Text Block]

ClubCorp Holdings, Inc.

Registrant Only Financial Statements

Condensed Statements of Operations and Comprehensive Loss

For the Fiscal Years EndedDecember 31, 2013, December 25, 2012 and December 27, 2011

(In thousands)

	2013			2012			2011
Equity in net loss of subsidiaries	$	(40,892	)	$	(27,275	)	$	(36,197	)
NET LOSS	(40,892		)	(27,275		)	(36,197		)
NET LOSS ATTRIBUTABLE TO CLUBCORP HOLDINGS, INC.	$	(40,892	)	$	(27,275	)	$	(36,197	)
NET LOSS	(40,892		)	(27,275		)	(36,197		)
Equity in other comprehensive (loss) income of subsidiaries	(398		)	1,890			(2,105		)
COMPREHENSIVE LOSS	(41,290		)	(25,385		)	(38,302		)
COMPREHENSIVE LOSS ATTRIBUTABLE TO CLUBCORP HOLDINGS, INC.	$	(41,290	)	$	(25,385	)	$	(38,302	)

Condensed Balance Sheet [Table Text Block]

ClubCorp Holdings, Inc.

Registrant Only Financial Statements

Condensed Balance Sheets

As of December 31, 2013 and December 25, 2012

(In thousands, except share and per share amounts)

	2013			2012
ASSETS
Investment in subsidiaries	$	234,827		$	132,517
TOTAL ASSETS	$	234,827		$	132,517
LIABILITIES AND EQUITY
Distributions to owners declared, but unpaid	7,654			—
TOTAL LIABILITIES	$	7,654		$	—
EQUITY
Common stock of ClubCorp Holdings, Inc., $0.01 par value, 200,000,000 shares authorized; 63,789,730 and 50,569,730 issued and outstanding at December 31, 2013 and December 25, 2012, respectively	638			506
Additional paid-in capital	320,274			184,460
Retained deficit	(93,739		)	(52,449		)
Total stockholders’ equity	227,173			132,517
Total equity	227,173			132,517
TOTAL LIABILITIES AND EQUITY	$	234,827		$	132,517

Condensed Financial Statements [Table Text Block]

ClubCorp Holdings, Inc.

Registrant Only Financial Statements

Condensed Statements of Cash Flows

For the Fiscal Years EndedDecember 31, 2013, December 25, 2012 and December 27, 2011

(In thousands)

	2013			2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(40,892	)	$	(27,275	)	$	(36,197	)
Adjustments to reconcile net (loss) income to cash flows from operating activities:
Equity in net loss of subsidiary	40,892			27,275			36,197
Net cash provided by operating activities	—			—			—
CASH FLOWS FROM INVESTING ACTIVITIES:
Contribution from subsidiary	35,000			—			—
Distribution to subsidiary	(173,250		)	—			—
Net cash used in investing activities	(138,250		)	—			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to owners	(35,000		)	—			—
Proceeds from issuance of common stock in Holdings' initial public offering, net of underwriting discounts and commissions	173,250			—			—
Net cash provided by financing activities	138,250			—			—
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	—			—			—
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	—			—			—
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	—		$	—		$	—
Non-cash investing and financing activities are as follows:
Distribution declared payable to owners	$	7,654		$	—		$	—
Distribution related to utilization of certain deferred tax benefits recorded in connection with the ClubCorp Formation	$	4,518		$	—		$	—

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VARIABLE INTEREST ENTITIES (Tables)

12 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Variable Interest Entities

The following summarizes the carrying amount and classification of the VIEs’ assets and liabilities in the consolidated balance sheets as of December 31, 2013 and December 25, 2012, net of intercompany amounts:

	2013			2012
Current assets	$	1,407		$	954
Fixed assets, net	9,347			9,870
Other assets	$	850		$	856
Total assets	$	11,604		$	11,680
Current liabilities	$	1,644		$	1,294
Long-term debt	13,157			13,408
Other long-term liabilities	20,060			19,419
Noncontrolling interest	5,955			6,260
Company capital	(29,212		)	(28,701		)
Total liabilities and equity	$	11,604		$	11,680

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INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2013

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Equity Method Investments

Our equity in net income from the investment described in the preceding paragraph is shown below:

	2013			2012			2011
ClubCorp's equity in net income, excluding amortization	$	4,400		$	3,819		$	3,487
Amortization	(2,008		)	(2,008		)	(2,008		)
ClubCorp's equity in net income	$	2,392		$	1,811		$	1,479

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ORGANIZATION

12 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION

ORGANIZATION AND DESCRIPTION OF THE BUSINESS

ClubCorp Holdings, Inc. (“Holdings”) and its wholly owned subsidiaries CCA Club Operations Holdings, LLC (“Operations' Parent”) and ClubCorp Club Operations, Inc. (“Operations”, together with Holdings and Operations' Parent, “ClubCorp”) were formed on November 10, 2010, as part of a reorganization (“ClubCorp Formation”) of ClubCorp, Inc. (“CCI”), which was effective as of November 30, 2010, for the purpose of operating and managing golf and country clubs, business, sports and alumni clubs. ClubCorp has two reportable segments (1) golf and country clubs and (2) business, sports and alumni clubs. As of December 31, 2013, the majority of Holdings' common stock is owned by Fillmore CCA Investment, LLC (“Fillmore”), which is wholly owned by an affiliate of KSL Capital Partners, LLC (“KSL”), a private equity fund that invests primarily in the hospitality and leisure business. ClubCorp, together with its subsidiaries, may be referred to as “we”, “us”, “our”, or the “Company”.

On September 25, 2013, Holdings completed an initial public offering (our “IPO”) in which we sold 13,200,000 shares of common stock. The offering generated net proceeds to Holdings of approximately $168.9 million after deducting underwriting discounts and commissions and equity-offering costs. Holdings subsequently contributed the net proceeds to Operations.

We own or lease and consolidate 96 golf and country clubs in the United States and Mexico and 44 business, sports and alumni clubs throughout the United States. We consolidate five golf and country club joint ventures, located in the United States, for which we are deemed to be the primary beneficiary. We have joint venture ownership in one golf and country club and one business, sports, and alumni club, both in the United States, which we do not consolidate. We manage three golf and country clubs in the United States, and manage four business, sports and alumni clubs in the United States and China.

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FAIR VALUE (Tables)

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

Schedule of Carrying Values and Estimated Fair Values of Debt Instruments [Table Text Block]

Debt—We estimate the fair value of our debt obligations, excluding capital lease obligations, as follows, as of December 31, 2013 and December 25, 2012:

	2013				2012
	Recorded Value		Fair Value		Recorded Value		Fair Value
Level 2	$	570,856	$	601,775	$	719,575	$	765,744
Level 3	53,132		43,971		49,627		40,169
Total	$	623,988	$	645,746	$	769,202	$	805,913

Fair Value, by Balance Sheet Grouping [Table Text Block]

The estimated fair values of our assets and liabilities measured at fair value on a non-recurring basis as a result of impairment losses during the years ended December 31, 2013, December 25, 2012, and December 27, 2011 were as follows:

	2013				2012				2011
	Fair Value		Impairment Losses		Fair Value		Impairment Losses		Fair Value		Impairment Losses
Equity method investments	$	—	$	—	$	1,077	$	716	$	—	$	—
Property and equipment	2,028		3,937		368		717		—		—
Other assets - mineral rights	—		—		2,178		2,993		—		—
Intangible assets - trade names	—		—		490		360		1,100		50
Intangible assets - liquor licenses	642		2,443		563		140		1,065		1,223

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EARNINGS PER SHARE Earnings Per Share Table (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
Earnings Per Share [Abstract]
Income (Loss) from Continuing Operations, Excluding Portion Attributable to Noncontrolling Interest	$ (40,880)	$ (16,358)	$ (35,939)
Weighted Average Number of Shares Outstanding, Basic	54,172	50,570	50,570
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements	431	0	0
Weighted Average Number of Shares Outstanding, Diluted	54,603	50,570	50,570
Income (Loss) Per Basic Share from Continuing Operations, Excluding Portion Attributable to Noncontrolling Interest	$ (0.75)	$ (0.32)	$ (0.71)
Income (Loss) Per Diluted Share from Continuing Operations, Excluding Portion Attributable to Noncontrolling Interest	$ (0.75)	$ (0.32)	$ (0.71)

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CLUB ACQUISITIONS, CLUB DISPOSITIONS AND DISCONTINUED OPERATIONS (Tables)

12 Months Ended

Dec. 31, 2013

Dec. 31, 2013

Chantilly National Golf & Country Club [Member] [Domain]

Dec. 31, 2013

Cherry Valley Country Club [Member]

Dec. 31, 2013

Oak Tree Country Club [Member]

Dec. 25, 2012

Hartefeld National Golf Club [Member]

Dec. 27, 2011

Long Island Clubs [Member]

Dec. 27, 2011

Canterwood [Member]

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

We recorded the following major categories of assets and liabilities, which are subject to change until our information is finalized, no later than twelve months from the acquisition date:

Depreciable land improvements, property and equipment	$	5,171
Inventory	103
Other current liabilities	(25		)
Other long-term liabilities	(180		)
Long-term debt	(234		)
Total	$	4,835

We recorded the following major categories of assets and liabilities:

Depreciable land improvements, property and equipment	$	5,976
Prepaid assets	121
Inventory	179
Long-term debt	(311		)
Other liabilities	(408		)
Total	$	5,557

We recorded the following major categories of assets and liabilities:

Land, property and equipment	$	12,108
Receivables, prepaid assets and other assets	662
Inventory	233
Current maturities of long-term debt	(468		)
Long-term debt	(4,486		)
Deferred tax liability	(722		)
Membership initiation deposits and other liabilities	(2,099		)
Total	$	5,228

We recorded the following major categories of assets and liabilities in exchange for consideration of $3.6 million:

Land, depreciable land improvements, property and equipment	$	3,999
Prepaid real estate taxes	31
Inventory	112
Deferred revenue and other liabilities	(572		)
Total	$	3,570

We recorded the following major categories of assets and liabilities in exchange for total consideration of $18.8 million:

Land, property and equipment	$	20,223
Prepaid real estate taxes	487
Inventory	197
Deferred revenue and other liabilities	(2,131		)
Total	$	18,776

We recorded the following major categories of assets and liabilities in exchange for consideration of $4.0 million:

Land, property and equipment	$	4,003
Inventory and other current assets	149
Deferred revenue and other liabilities	(171		)
Total	$	3,981

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

Revenues and operating income associated with clubs acquired during the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, were as follows for each year.

	2013		2012		2011
Revenues	$	34,751	$	22,175	$	10,079
Operating income (loss)	$	538	$	705	$	(620	)

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures

Summarized financial information for these clubs is as follows:

	2013			2012			2011
Revenues	$	—		$	3,759		$	7,387
Operating expenses, excluding loss on disposals and impairments of assets	(10		)	(3,658		)	(7,152		)
Gain (loss) on disposals and impairments of assets	1			(11,448		)	(126		)
Interest expense	—			(2,239		)	(215		)
Loss from discontinued club operations, before taxes	(9		)	(13,586		)	(106		)
Income tax (expense) benefit	(3		)	2,669			(152		)
Net income (loss) from discontinued clubs	$	(12	)	$	(10,917	)	$	(258	)

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INVESTMENTS (Schedule of Significant Financial Information for Joint Venture) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
Schedule of Equity Method Investments [Line Items]
Amortization	$ (2,900)	$ (9,800)	$ (25,000)
ClubCorp's equity in net income	2,638	1,947	1,487
Avendra LLC
Schedule of Equity Method Investments [Line Items]
ClubCorp's equity in net income, excluding amortization	4,400	3,819	3,487
Amortization	(2,008)	(2,008)	(2,008)
ClubCorp's equity in net income	$ 2,392	$ 1,811	$ 1,479

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INCOME TAXES (Income Tax Reconciliation) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
Income Tax [Line Items]
Expected Federal income tax benefit (expense)	$ 13,645	$ 8,260	$ 18,005
State taxes, net of Federal benefit	(468)	409	1,879
Foreign rate differential	(97)	2	74
IETU, Withholding and Other Permanent- Foreign	(220)	557	(494)
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount	0	0	(290)
Adjustments Related to Tax Contingencies	(3,171)	(3,273)	(2,921)
Forgiveness of Debt	(4,192)	0	0
Effective Income Tax Rate Reconciliation, Membership initiation deposits	(4,586)	0	0
Other, net	(1,282)	1,452	391
Actual income tax benefit (expense)	(1,681)	7,528	16,421
State
Income Tax [Line Items]
Change in valuation allowance	(1,266)	828	(668)
Foreign
Income Tax [Line Items]
Change in valuation allowance	$ (44)	$ (707)	$ 445

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CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
REVENUES:
Club operations	$ 579,751	$ 535,274	$ 513,282
Food and beverage	231,673	216,269	203,508
Other revenues	3,656	3,401	3,172
Total revenues	815,080	754,944	719,962
DIRECT AND SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Club operating costs exclusive of depreciation (includes $4,592, $0 and $0 related to equity-based compensation expense in 2013, 2012 and 2011, respectively)	527,787	483,653	468,577
Cost of food and beverage sales exclusive of depreciation	74,607	68,735	64,256
Depreciation and amortization	72,073	78,286	93,035
Provision for doubtful accounts	3,483	2,765	3,350
Loss on disposals of assets	8,122	10,904	9,599
Asset Impairment Charges	6,380	4,783	1,173
Equity in earnings from unconsolidated ventures	(2,638)	(1,947)	(1,487)
Selling, general and administrative (includes $9,625, $0 and $0 related to equity-based compensation expense in 2013, 2012 and 2011, respectively)	64,073	45,343	52,382
OPERATING INCOME	61,193	62,422	29,077
Interest and investment income	345	1,212	138
Interest expense	(83,669)	(89,369)	(84,746)
Gains (Losses) on Extinguishment of Debt	(16,856)	0	0
Other income	0	2,132	3,746
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(38,987)	(23,603)	(51,785)
INCOME TAX (EXPENSE) BENEFIT	(1,681)	7,528	16,421
(LOSS) INCOME FROM CONTINUING OPERATIONS	(40,668)	(16,075)	(35,364)
Loss from discontinued clubs, net of income tax (expense) benefit of $(3), $2,669 and $(152) in 2013, 2012 and 2011, respectively	(12)	(10,917)	(258)
Net loss	(40,680)	(26,992)	(35,622)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(212)	(283)	(575)
NET (LOSS) INCOME ATTRIBUTABLE TO CLUBCORP	(40,892)	(27,275)	(36,197)
Foreign currency translation, net of tax	(398)	1,890	(2,105)
OTHER COMPREHENSIVE INCOME (LOSS)	(398)	1,890	(2,105)
COMPREHENSIVE (LOSS) INCOME	(41,078)	(25,102)	(37,727)
COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	(212)	(283)	(575)
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO CLUBCORP	$ (41,290)	$ (25,385)	$ (38,302)
Weighted Average Number of Shares Outstanding, Basic	54,172	50,570	50,570
Weighted Average Number of Shares Outstanding, Diluted	54,603	50,570	50,570
Income (Loss) Per Basic Share from Continuing Operations, Excluding Portion Attributable to Noncontrolling Interest	$ (0.75)	$ (0.32)	$ (0.71)
Income (Loss) Per Diluted Share from Continuing Operations, Excluding Portion Attributable to Noncontrolling Interest	$ (0.75)	$ (0.32)	$ (0.71)
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Diluted Share	$ 0.00	$ (0.22)	$ (0.01)
Earnings Per Share, Diluted	$ (0.75)	$ (0.54)	$ (0.72)
Income (Loss) from Discontinued Operations and Disposal of Discontinued Operations, Net of Tax, Per Basic Share	$ 0.00	$ (0.22)	$ (0.01)
Earnings Per Share, Basic	$ (0.75)	$ (0.54)	$ (0.72)

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ORGANIZATION (Narrative) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Reportable_Segment	Sep. 25, 2013	Dec. 25, 2012
Organization [Abstract]
Common stock, shares issued (in shares)	63,789,730	13,200,000	50,569,730
Proceeds from Issuance, initial public offering, net of expenses	$ 168,901
Number of Reportable Segments	2

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (40,680)	$ (26,992)	$ (35,622)
Adjustments to reconcile net loss to cash flows from operating activities:
Depreciation	69,211	68,780	68,941
Amortization	2,863	9,829	24,973
Asset Impairment Charges, Including Discontinued Operations	6,380	4,926	1,273
Bad debt expense	3,502	2,793	3,435
Equity in earnings from unconsolidated ventures	(2,638)	(1,947)	(1,487)
Distribution from investment in unconsolidated ventures	4,699	3,882	4,872
Loss on disposals of assets	8,121	22,208	9,627
Amortization and write-off of debt issuance costs	5,084	2,033	1,915
Accretion of discount on member deposits	20,961	24,596	18,281
Amortization of surface rights bonus revenue	0	(1,823)	(3,750)
Amortization of above and below market rent intangibles	141	281	233
Share-based Compensation	14,217	0	0
Debt early redemption premium	14,525	0	0
Net change in deferred tax assets and liabilities	(4,548)	(14,207)	(20,480)
Net change in prepaid expenses and other assets	(2,849)	(532)	607
Net change in receivables and membership notes	(26,925)	1,859	2,874
Net change in accounts payable and accrued liabilities	(815)	4,254	9,094
Net change in other current liabilities	26,548	1,940	(12,708)
Net change in other long-term liabilities	(4,104)	(4,992)	2,536
Net cash provided by operating activities	93,693	96,888	74,614
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(59,541)	(54,208)	(47,940)
Payments to Acquire Businesses, Net of Cash Acquired	(15,620)	(3,570)	(22,756)
Proceeds from dispositions	1,419	8,002	551
Proceeds from insurance	0	2,228	0
Net change in restricted cash and capital reserve funds	(59)	230	(282)
Return of capital in equity investments	1,073	0	486
Net cash used in investing activities	(72,728)	(47,318)	(69,941)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt	(170,937)	(14,830)	(12,884)
Proceeds from Issuance of Long-term Debt	10,713	0	0
Debt early redemption premium, Financing Activity	(14,525)	0	0
Payments for Derivative Instrument, Financing Activities	0	(57)	0
Payments of Debt Issuance Costs	(7,872)	(917)	(2,276)
Payments of Capital Distribution	(35,000)	0	0
Proceeds from Contributed Capital	0	0	3,197
Proceeds from Issuance Initial Public Offering	173,250	0	0
Payments of Stock Issuance Costs	(4,349)	0	0
Payments to Noncontrolling Interests	0	(942)	0
Proceeds from new membership initiation deposits	1,042	851	423
Repayments of membership initiation deposits	(1,421)	(3,016)	(358)
Net cash used in financing activities	(49,099)	(18,911)	(11,898)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(50)	826	951
NET INCREASE IN CASH AND CASH EQUIVALENTS	(28,184)	31,485	(6,274)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	81,965	50,480	56,754
CASH AND CASH EQUIVALENTS - END OF PERIOD	53,781	81,965	50,480
Supplemental Cash Flow Information [Abstract]
Interest Paid	61,441	66,932	61,007
Income Taxes Paid	3,187	4,089	14,080
Noncash Investing and Financing Items [Abstract]
Capital Lease Obligations Incurred	11,342	10,799	14,942
Capital Expenditures Incurred but Not yet Paid	1,790	1,092	1,070
Leasehold Improvements Incurred But Yet Paid	0	442	370
Non Cash Contribution From Owner	0	0	1,058
Distributions declared, but unpaid	7,654
Notes Assumed	$ 4,954	$ 0	$ 0

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GOODWILL AND INTANGIBLE ASSETS (Schedule of Goodwill) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 25, 2012	Dec. 31, 2013
Goodwill [Roll Forward]
Goodwill	$ 264,959	$ 258,459
Goodwill, Impairment Loss	(6,500)
Goodwill	258,459	258,459
Golf and Country Clubs
Goodwill [Roll Forward]
Goodwill	113,108	113,108
Goodwill, Impairment Loss	0
Goodwill	113,108	113,108
Business, Sports and Alumni Clubs
Goodwill [Roll Forward]
Goodwill	151,851	145,351
Goodwill, Impairment Loss	(6,500)
Goodwill	$ 145,351	$ 145,351

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OTHER ASSETS (Tables) (Leases, Acquired-in-Place, Market Adjustment)

12 Months Ended

Dec. 31, 2013

Leases, Acquired-in-Place, Market Adjustment

Other Assets [Line Items]

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Related net amortization (accretion) over the next 5 years and thereafter is as follows:

Year	Amount
2014	$	365
2015	256
2016	101
2017	92
2018	83
Thereafter	76
Total	$	973

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DEBT AND CAPITAL LEASES (Schedule of Long Term Debt and Capital Leases) (Details) (USD $) In Thousands, unless otherwise specified															12 Months Ended				12 Months Ended					12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 31, 2013 Unsecured Debt Senior Unsecured Notes	Dec. 25, 2012 Unsecured Debt Senior Unsecured Notes	Dec. 31, 2013 Secured Debt [Member] Secured Credit Facilities Term Loan	Dec. 25, 2012 Secured Debt [Member] Secured Credit Facilities Term Loan	Dec. 31, 2013 Secured Debt [Member] Secured Credit Facilities Term Loan Fixed rate	Dec. 25, 2012 Secured Debt [Member] Secured Credit Facilities Term Loan Fixed rate	Nov. 16, 2012 Secured Debt [Member] Secured Credit Facilities Term Loan Fixed rate	Dec. 31, 2013 Secured Debt [Member] Secured Credit Facilities Term Loan Fixed plus variable rate LIBOR	Dec. 25, 2012 Secured Debt [Member] Secured Credit Facilities Term Loan Fixed plus variable rate LIBOR	Nov. 16, 2012 Secured Debt [Member] Secured Credit Facilities Term Loan Fixed plus variable rate LIBOR	Dec. 31, 2013 Mortgages [Member] General Electric Capital Corporation Mortgage Loan [Member]	Dec. 25, 2012 Mortgages [Member] General Electric Capital Corporation Mortgage Loan [Member]	Dec. 31, 2013 Mortgages [Member] General Electric Capital Corporation Mortgage Loan [Member] 30 Days LIBOR	Dec. 31, 2013 Mortgages [Member] General Electric Capital Corporation Mortgage Loan [Member] Fixed rate Three month LIBOR	Dec. 31, 2013 Mortgages [Member] Atlantic Capital Bank Mortgage Loan	Dec. 25, 2012 Mortgages [Member] Atlantic Capital Bank Mortgage Loan	Dec. 31, 2013 Mortgages [Member] Atlantic Capital Bank Mortgage Loan Fixed rate 30 Days LIBOR	Dec. 31, 2013 Mortgages [Member] Atlantic Capital Bank Mortgage Loan Fixed plus variable rate	Dec. 31, 2013 Mortgages [Member] BancFirst Mortgage Loan [Member] [Member]	Dec. 25, 2012 Mortgages [Member] BancFirst Mortgage Loan [Member] [Member]	Dec. 31, 2013 Mortgages [Member] BancFirst Mortgage Loan [Member] [Member] Fixed rate Prime Rate [Member]	Dec. 31, 2013 Other notes	Dec. 25, 2012 Other notes	Dec. 31, 2013 Other notes Other Notes related to Non Core Development Entities [Member] [Member]	Dec. 25, 2012 Other notes Other Notes related to Non Core Development Entities [Member] [Member]	Dec. 31, 2013 Other notes	Dec. 25, 2012 Other notes	Dec. 31, 2013 Maximum Mortgages [Member] General Electric Capital Corporation Mortgage Loan [Member] Fixed plus variable rate
Debt Instrument [Line Items]
Long-term Debt Carrying Value	$ 623,988	$ 769,202	$ 269,750	$ 415,000	$ 301,106	$ 304,575							$ 30,313	$ 30,992			$ 3,493	$ 3,653			$ 4,652	$ 0				$ 11,837	$ 11,837	$ 2,837	$ 3,145
Debt Instrument, Interest Rate, Stated Percentage			10.00%	10.00%	4.00%	5.00%	4.25%	5.00%	5.00%				6.00%	6.00%			4.50%	4.50%		4.50%		0.00%	4.50%			9.00%	9.00%			1.00%
Debt Instrument, Basis Spread on Variable Rate															3.25%	5.00%			3.00%
Debt Instrument, Interest Rate, Variable Percentage										3.25%	3.75%	3.75%
Interest Rate, Minimum																								4.75%	5.75%
Interest Rate, Maximum																								8.00%	8.00%
Capital leases	25,691	24,155
Long Term Debt and Capital Lease Obligations Current and Noncurrent	649,679	793,357
Less current portion	(11,567)	(24,988)
Long-term debt	$ 638,112	$ 768,369

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

We routinely enter into contractual obligations to procure assets used in the day to day operations of our business. As of December 31, 2013, we had capital commitments of $9.6 million at certain of our clubs.

We currently have sales and use tax audits in progress. We also have audits of certain foreign subsidiaries in progress for which we have received notification of assessments which we have protested. See Note 12. We believe the potential for a liability related to the outcome of these audits may exist. However, we believe that the outcome of these audits would not materially affect our consolidated financial statements.

We are currently undergoing an IRS audit of certain components of the tax return for the year ended December 28, 2010, which includes the consummation of the ClubCorp Formation. Should the estimates and judgments used in the ClubCorp Formation prove to be inaccurate, our financial results could be materially affected. See Note 12.

We are currently undergoing audits related to unclaimed property. We believe the potential for a liability related to the outcome of these audits is probable and we have estimated and recorded an immaterial amount within accrued expenses on the consolidated balance sheet as of December 31, 2013.

Each of our properties is subject to real and personal property taxes. If local taxing authorities reassess the taxable value of certain properties in accordance with local and state regulations, we may be subject to additional property tax assessments, penalties and interest. At December 31, 2013, we have $2.0 million recorded in accrued taxes on the consolidated balance sheet related to certain of these properties. While the outcome of such reassessments cannot be predicted with certainty, we believe that any potential liability from these matters would not materially affect our consolidated financial statements.

We are subject to certain pending or threatened litigation and other claims that arise in the ordinary course of business. While the outcome of such legal proceedings and other claims cannot be predicted with certainty, after review and consultation with legal counsel, we believe that any potential liability from these matters would not materially affect our consolidated financial statements. During the fiscal year ended December 27, 2011, the Company paid $4.0 million for an arbitration award arising out of a dispute related to a series of agreements first entered into in 1999 relating to the acquisition and development of a golf course property.

We guarantee principal amounts on loans made by a lender to purchasers of certain real estate interests in case of default. These loans have remaining terms of approximately one to two years. The total principal amount outstanding on these loans of December 31, 2013 is $0.3 million. As of December 31, 2013, we were indemnified by a third party from losses on these guarantees in the event of default. The fair value of the guarantees is immaterial.

In connection with the acquisition of Chantilly National Golf & Country Club on December 17, 2013, we agreed to indemnify the seller for a potential assessment of taxes related to the sale of the property. We do not believe it is probable that we will be required to pay any amounts under this indemnification and have not recorded a liability as of December 31, 2013. Should our judgments prove to be inaccurate, we believe the potential liability is immaterial.

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CURRENT AND LONG-TERM LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2013

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities

Current liabilities consist of the following at December 31, 2013 and December 25, 2012:

	2013		2012
Accrued compensation	$	27,933	$	24,060
Accrued interest	2,373		4,957
Other accrued expenses	6,466		6,972
Total accrued expenses	$	36,772	$	35,989
Taxes payable other than federal income taxes	$	20,000	$	16,211
Federal income taxes payable	455		467
Total accrued taxes	$	20,455	$	16,678
Advance deposits from members	$	17,305	$	12,489
Unearned dues	32,438		11,916
Deferred membership revenues	10,883		16,519
Insurance reserves	8,175		8,659
Distributions to owners declared, but unpaid	7,654		—
Other current liabilities	2,845		3,332
Total other current liabilities	$	79,300	$	52,915

Other long-term liabilities consist of the following at December 31, 2013 and December 25, 2012:

	2013		2012
Uncertain tax positions	$	56,105	$	52,713
Deferred membership revenues	42,773		41,218
Casualty insurance loss reserves - long term portion	11,255		10,936
Above market lease intangibles	1,347		2,040
Deferred rent	22,716		19,127
Accrued interest on notes payable related to Non-Core Development Entities	21,111		20,029
Other	2,637		2,975
Total other long-term liabilities	$	157,944	$	149,038

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RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2013

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

During the fiscal year endedDecember 31, 2013 we were a party to a management agreement (the “Management Agreement”) with an affiliate of KSL, pursuant to which we were provided financial and management consulting services in exchange for an annual fee of $1.0 million. In addition, we agreed to reimburse the management company for all of its reasonable out-of-pocket costs and expenses incurred in providing management services to us and certain of our affiliates. During the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, we paid an affiliate of KSL approximately $0.8 million, $1.0 million and $1.0 million, respectively, in management fees. The Management Agreement allowed that, in the event of a financing, refinancing or direct or indirect sale of all or substantially all of our equity or assets, the management company may also be entitled to receive a fee equal to 1% of the lenders’ maximum commitments, in the case of a financing or refinancing, or 1% of the total consideration paid, in the case of a sale. Effective October 1, 2013, the Management Agreement was terminated and in connection with the termination, we made a one-time payment of $5.0 million during the fiscal year endedDecember 31, 2013.

Effective October 1, 2013, we entered into a Financial Consulting Services Agreement with an affiliate of KSL, pursuant to which we are provided certain ongoing financial consulting services. No fees are payable under such agreement, however we have agreed to reimburse the affiliate of KSL for all reasonable out-of-pocket costs and expenses incurred in providing such services to us and certain of our affiliates up to $0.1 million annually.

On December 27, 2012, during the fiscal year endedDecember 31, 2013, we made a $35.0 million distribution to our owners.

During the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, we paid $0.4 million, $0.8 million and $1.2 million respectively, to affiliates of KSL for private party events and consulting services. In addition, during the fiscal year endedDecember 25, 2012 we received $0.2 million from an affiliate of KSL for taxes paid on behalf of affiliates of KSL.

During the fiscal year endedDecember 31, 2013 we entered into a consulting services agreement with an affiliate of KSL whereby we provide certain golf-related consulting services in exchange for an annual fee of $0.1 million. The revenue associated with this contract was immaterial during the fiscal year endedDecember 31, 2013.

As of December 31, 2013 we had receivables of $0.2 million and payables of $0.1 million and as of December 25, 2012, we had receivables of $0.2 million and payables of $0.2 million, for outstanding advances from golf and business club ventures in which we have an equity method investment. We recorded $0.5 million, $0.6 million and $0.6 million in the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively, in management fees from these ventures. As of December 31, 2013 and December 25, 2012, we had a receivable of $1.8 million and $1.9 million, respectively, for volume rebates from Avendra, LLC, the supplier firm in which we have an equity method investment. See Note 4.

We have entered into arrangements whereby members of certain resorts and clubs owned by affiliates of KSL can pay an upgrade charge to have access to our clubs and facilities. We have revenue sharing arrangements with such resorts and clubs whereby we agree to split the amount of the upgrade charges respectively with such entities. We recognized and collected $0.1 million, $0.2 million and $0.2 million during the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively, in revenue associated with these arrangements.

We have also entered into arrangements with affiliates of KSL, whereby we remit royalty payments we receive in connection with mineral leases at certain of our golf and country clubs. During the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, we collected and remitted $0.1 million, $0.1 million and $0.3 million, respectively, in conjunction with these agreements.

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LEASES (Schedule of Future Minimum Payments for Capital and Operating Leases) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013
Schedule Of Future Minimum Lease Payments For Capital Assets And Future Minimum Rental Payments for Operating Leases [Line Items]
Capital Leases, 2013	$ 9,853
Capital Leases, 2014	8,187
Capital Leases, 2015	4,994
Capital Leases, 2016	2,250
Capital Leases, 2017	407
Capital Leases Thereafter	0
Current liabilities
Schedule Of Future Minimum Lease Payments For Capital Assets And Future Minimum Rental Payments for Operating Leases [Line Items]
Present value of net minimum lease payments included in current liabilities	9,900
Land, Buildings and Recreational Facilities with initial non-cancelable lease terms
Schedule Of Future Minimum Lease Payments For Capital Assets And Future Minimum Rental Payments for Operating Leases [Line Items]
Capital Leases, 2013	11,399
Operating Leases, 2013	19,953
Capital Leases, 2014	8,980
Operating Leases, 2014	19,295
Capital Leases, 2015	5,322
Operating Leases, 2015	17,155
Capital Leases, 2016	2,357
Operating Leases, 2016	16,096
Capital Leases, 2017	404
Operating Leases, 2017	14,655
Capital Leases Thereafter	0
Operating Leases, Thereafter	107,022
Captial Leases, Minimum lease payments	28,462
Operating Leases, Minimum lease payments	194,176
Less: imputed interest component	2,771
Present value of net minimum lease payments included in current liabilities	$ 25,691

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Equity (Deficit)	Noncontrolling Interests in Consolidated Subsidiaries
BALANCE at Dec. 28, 2010	$ 202,598	$ 506	$ 180,205	$ (457)	$ 11,695	$ 10,649
Adjustment To Additional Paid In Capital Owner Contribution	4,255	0	4,255	0	0	0
Stock Issued During Period, Shares, New Issues	0
Increase (Decrease) in Stockholders' Equity
Net loss	(35,622)	0	0	0	(36,197)	575
Foreign currency translation, net of tax	(2,105)	0	0	(2,105)	0	0
Common stock, shares outstanding (in shares)	50,569,730
BALANCE at Dec. 27, 2011	169,126	506	184,460	(2,562)	(24,502)	11,224
Stock Issued During Period, Shares, New Issues	0
Increase (Decrease) in Stockholders' Equity
Net loss	(26,992)	0	0	0	(27,275)	283
Foreign currency translation, net of tax	1,890	0	0	1,890	0	0
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	(942)	0	0	0	0	(942)
Common stock, shares outstanding (in shares)	50,569,730
BALANCE at Dec. 25, 2012	143,082	506	184,460	(672)	(51,777)	10,565
Stockholders' Equity, Other Shares	0
Stock Issued During Period, Shares, New Issues	13,200,000
Increase (Decrease) in Stockholders' Equity
Payments of Capital Distribution	(35,000)	0	(35,000)	0	0	0
Proceeds from Issuance, initial public offering, net of expenses	168,901	132	168,769	0	0	0
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	20,000
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures	0	0	0	0	0	0
Distributions declared, but unpaid	(7,654)	0	(7,654)	0	0	0
Share-based Compensation	14,217	0	14,217	0	0	0
Adjustments to Additional Paid in Capital, Other	(4,518)	0	(4,518)	0	0	0
Net loss	(40,680)	0	0	0	(40,892)	212
Foreign currency translation, net of tax	(398)	0	0	(398)	0	0
Common stock, shares outstanding (in shares)	63,789,730
BALANCE at Dec. 31, 2013	$ 237,950	$ 638	$ 320,274	$ (1,070)	$ (92,669)	$ 10,777

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CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
Income Statement [Abstract]
Equity-based compensation included in Club Operating Costs	$ 4,592	$ 0	$ 0
Allocated Share-based Compensation Expense	9,625	0	0
Income (loss) from discontinued clubs, income tax benefit (expense)	$ (3)	$ 2,669	$ (152)

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DEBT AND CAPITAL LEASES

12 Months Ended

Dec. 31, 2013

Debt Disclosure [Abstract]

DEBT AND CAPITAL LEASES

DEBT AND CAPITAL LEASES

Secured Credit Facilities

Secured Credit Facilities—In 2010, Operations entered into the secured credit facilities (the “Secured Credit Facilities”). The Secured Credit Facilities were subsequently amended in 2012 and 2013. As amended, the Secured Credit Facilities are comprised of (i) a $301.1 million term loan facility, and (ii) a revolving credit facility with $120.5 million available for borrowing as of December 31, 2013, after deducting $19.6 million of standby letters of credit outstanding. In addition, so long as there is no default or event of default under the Secured Credit Facilities, Operations may, subject to lender participation, elect to increase the combined revolving and term loan capacity of the Secured Credit Facilities by incremental amounts of (x) $75.0 million, and, after full utilization of such $75.0 million, (y) an additional incremental amount subject to and determined by certain financial covenants.

As of December 31, 2013, the interest rate on the term loan facility was the higher of (i) 4.0% or (ii) an elected LIBOR plus a margin of 3.0% and the maturity date of the term loan facility is July 24, 2020.

As of December 31, 2013, the revolving credit facility is comprised of two tranches of revolving credit commitments. As of such date, the first tranche of revolving credit commitments (“Tranche A”) had capacity of $5.1 million, which was reduced by $5.1 million in outstanding standby letters of credit, leaving no amounts available for borrowing under Tranche A. As each outstanding standby letter of credit supported by Tranche A matures, the total Tranche A commitment is reduced to the remaining balance of outstanding standby letters of credit thereunder. Tranche A matures on November 30, 2015.

As of December 31, 2013, the second tranche of revolving credit commitments (“Tranche B”) had capacity of $135.0 million, which was reduced by $14.5 million of standby letters of credit outstanding, leaving $120.5 million available for borrowing. Tranche B matures on September 30, 2018 and bears interest at a rate of LIBOR plus a margin of 3.0% per annum. Operations is required to pay a commitment fee on all undrawn amounts under the revolving credit facility and a fee on all outstanding letters of credit, payable quarterly in arrears.

The credit agreement, as amended, contains a senior secured leverage ratio covenant (the “Senior Secured Leverage Ratio”). The Senior Secured Leverage Ratio, defined in the credit agreement as Consolidated Senior Secured Debt (exclusive of the Senior Notes) to Consolidated EBITDA (“Adjusted EBITDA”), requires Operations and its restricted subsidiaries to maintain a leverage ratio of no greater than 4.00:1.00 for each fiscal quarter ended on or after June 30, 2013. As of December 31, 2013, Operations' leverage ratio was 1.89:1.00.

The amendments to the Secured Credit Facilities made during 2012 and 2013 included, among other things, the following key modifications:

On November 16, 2012, Operations entered into an amendment to the credit agreement governing the Secured Credit Facilities, which reduced the interest rate on the term loan facility to the higher of (i) 5.0% or (ii) an elected LIBOR plus a margin of 3.75%.

On July 24, 2013, Operations entered into a second amendment to the credit agreement governing the Secured Credit Facilities to reduce the interest rate on the term loan facility, increase the principal borrowed under the term loan facility, extend the maturity date of the term loan facility, eliminate the quarterly principal payment requirement under the term loan facility, increase the amount of permissible incremental facilities and modify certain financial covenants and non-financial terms and conditions associated with the credit agreement governing the Secured Credit Facilities. The interest rate on the term loan facility was reduced to the higher of (i) 4.25% or (ii) an elected LIBOR plus a margin of 3.25%, with an additional reduction to the higher of (i) 4.0% or (ii) an elected LIBOR plus a margin of 3.0%, upon successful completion of an initial public offering with proceeds of at least $50.0 million, which condition was satisfied on September 25, 2013, by the receipt by Operations, by way of contribution, of the net proceeds from the completion of our IPO. The term loan facility principal balance was increased to $301.1 million and the maturity date of the term loan facility was extended to July 24, 2020.

On August 30, 2013, Operations entered into a third amendment to the credit agreement governing the Secured Credit Facilities to conditionally secure the $135.0 million incremental revolving credit commitment (Tranche B). The third amendment became effective on September 30, 2013, subsequent to the satisfaction of certain conditions, including the receipt by Operations, by way of contribution, of more than $150.0 million of proceeds from the completion of our IPO. The Tranche B $135.0 million revolving credit commitments mature five years from the effective date of the third amendment and borrowings will bear interest at a rate of LIBOR plus a margin of 3.0% per annum. Additionally, the third amendment reduced the existing $50.0 million revolving credit commitment (Tranche A) to $19.6 million, the amount of standby letters of credit outstanding as of the effective date of the third amendment.

Subsequent to the end of our fiscal year end, on February 21, 2014, Operations entered into a fourth amendment to the credit agreement governing the Secured Credit Facilities which made only administrative changes to such credit agreement. 

All obligations under the Secured Credit Facilities are guaranteed by Operations' Parent and each existing and all subsequently acquired or organized direct and indirect restricted subsidiaries of ClubCorp, other than certain excluded subsidiaries (collectively, the “guarantors”). The Secured Credit Facilities are secured, subject to permitted liens and other exceptions, by a first-priority perfected security interest in substantially all the assets of ClubCorp, and the guarantors, including, but not limited to (1) a perfected pledge of all the domestic capital stock owned by Operations and the guarantors, and (2) perfected security interests in and mortgages on substantially all tangible and intangible personal property and material fee-owned property of Operations and the guarantors, subject to certain exclusions.

Operations is required to make interest payments on the last business day of each of March, June, September and December. Operations may be required to prepay the outstanding term loan facility by a percentage of excess cash flows, as defined by the Secured Credit Facilities, each fiscal year end after their annual consolidated financial statements are delivered, which percentage may decrease or be eliminated depending on the results of the Senior Secured Leverage Ratio test at the end of each fiscal year. Additionally, Operations is required to prepay the term loan facility with proceeds from certain asset sales, borrowings and certain insurance claims as defined by the Secured Credit Facilities.

Operations may voluntarily repay outstanding loans under the Secured Credit Facilities in whole or in part upon prior notice without premium or penalty, other than certain fees incurred in connection with repaying, refinancing, substituting or replacing the existing term loans with new indebtedness.

Operations is also required to pay a commitment fee on all undrawn amounts under the revolving credit facility and a fee on all outstanding letters of credit, payable in arrears on the last business day of each March, June, September and December.

The credit agreement governing the Secured Credit Facilities limits Operations' Parent's and Operations' (and most or all of Operations' Parent's subsidiaries') ability to:

• create, incur, assume or suffer to exist any liens on any of their assets;

• make or hold any investments (including loans and advances);

• incur or guarantee additional indebtedness;

• enter into mergers or consolidations;

• conduct sales and other dispositions of property or assets;

• pay dividends or distributions on capital stock or redeem or repurchase capital stock;

• change the nature of the business;

• enter into transactions with affiliates; and

• enter into burdensome agreements.

Operations incurred debt issuance costs in conjunction with the issuance of the Secured Credit Facilities of $6.8 million. These have been capitalized and are being amortized over the term of the loan. Operations incurred additional debt issuance costs of $0.8 million in conjunction with the amendment entered into on November 16, 2012, $4.4 million in conjunction with the second amendment entered into on July 24, 2013 and $3.4 million in conjunction with the third amendment entered into on August 30, 2013. These have also been capitalized and are being amortized over the remaining term of the loan.

Senior Notes

On November 30, 2010, Operations issued $415.0 million in senior unsecured notes (the “Senior Notes”) with registration rights, bearing interest at 10.0% and maturing December 1, 2018. The interest is payable semiannually in arrears on June 1 and December 1 each year, beginning June 1, 2011. These notes are fully and unconditionally guaranteed on a joint and several basis by most of Operations' subsidiaries (“Guarantor Subsidiaries”), each of which is one hundred percent owned by Operations. The Senior Notes are not guaranteed by certain of Operations' subsidiaries (“Non-Guarantor Subsidiaries”). The indenture governing the Senior Notes limits our (and most or all of Operations' subsidiaries') ability to:

• incur, assume or guarantee additional indebtedness;

• pay dividends or distributions on capital stock or redeem or repurchase capital stock;

• make investments;

• enter into agreements that restrict the payment of dividends or other amounts by subsidiaries to us;

• sell stock of our subsidiaries;

• transfer or sell assets;

• create liens;

• enter into transactions with affiliates; and

• enter into mergers or consolidations.

Subject to certain exceptions, the indenture governing these notes permits Operations and its restricted subsidiaries to incur additional indebtedness, including secured indebtedness.

On October 28, 2013, Operations repaid $145.3 million in aggregate principal of the $415.0 million in Senior Notes, plus approximately $5.9 million in accrued and unpaid interest thereon, and $14.5 million of redemption premium. This redemption is pursuant to a provision in the indenture governing the Senior Notes that permits the redemption of up to 35% of the aggregate principal amount of the Senior Notes with the net cash proceeds of certain equity offering proceeds at a redemption price equal to 110% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date.

Operations may redeem some or all of the remaining Senior Notes at any time prior to December 1, 2014 at a price equal to the principal amount of the Senior Notes redeemed plus accrued and unpaid interest, if any, to the redemption date plus the Make-Whole Premium. The “Make-Whole Premium” is defined as the greater of (1) 1% of the principal amount of the Senior Notes being redeemed and (2) the excess, if any, of (a) the present value at such redemption date of (i) the redemption price of the Senior Notes being redeemed at December 1, 2014 plus (ii) all remaining required interest payments due on such Senior Notes through December 1, 2014 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate plus 50 basis points over (b) the then outstanding principal amount of the Senior Notes being redeemed.

After December 1, 2014, Operations may redeem the Senior Notes at the redemption prices (expressed as percentages of principal amount) listed below plus accrued and unpaid interest, if any, to the redemption date, if redeemed during the twelve month period beginning on December 1 of each of the years indicated below:

Year	Percentage
2014	105.000	%
2015	102.500	%
2016 and thereafter	100.000	%

Operations incurred debt issuance costs in conjunction with the issuance of the Senior Notes of $9.1 million. These have been capitalized and are being amortized over the term of the Senior Notes. In conjunction with the principal payment made on October 28, 2013, we expensed a proportionate share of the unamortized debt issuance costs of $2.3 million in the year ended December 31, 2013.

Mortgage Loans

General Electric Capital Corporation (“GECC”)—In July 2008, we entered into a secured mortgage loan with GECC for $32.0 million with an original maturity of July 2011. During the fiscal year ended December 27, 2011, we extended the term of the loan to July 2012. Effective August 1, 2012, we amended the loan agreement with GECC which extended the maturity to November 2015 with two additional twelve month options to extend through November 2017 upon satisfaction of certain conditions of the loan agreement. As of December 31, 2013, we expect to meet the required conditions and currently intend to extend the loan with GECC to November 2017.

The loan is collateralized by the assets of two golf and country clubs with a book value of $38.1 million as of December 31, 2013. The proceeds from the loan were used to pay existing debt of $11.2 million to GECC, $2.7 million to Ameritas Life and $8.0 million to Citigroup. Interest rates are variable based on 30 day LIBOR rates. Payments on the loan were interest only through August 2009 with principal payments commencing in September 2010 based upon a twenty-five year amortization schedule. However, as the cash on cash return (defined as the percentage of underwritten net operating income for the previous twelve months divided by the outstanding principal balance of the loan as of such date) for the period September 1, 2008 through August 31, 2009, and September 1, 2009 through August 31, 2010, was greater than 14% and 15%, respectively, amortization did not commence until September 1, 2011. As part of the August 1, 2012 amendment, the interest rate was changed from 3.25% plus 30 day LIBOR to 5% plus the greater of three month LIBOR or 1%.

We incurred debt issuance costs in conjunction with the original loan of $0.9 million which have been capitalized and were amortized over the original term of the loan. During the fiscal year endedDecember 27, 2011, we incurred additional debt issuance costs in conjunction with the term extension of $0.1 million which have been capitalized and were amortized over the term of the extension. During the fiscal year endedDecember 25, 2012, we incurred additional debt issuance costs in conjunction with the amendment of $0.2 million which have been capitalized and are being amortized over the original term of the amended loan.

Atlantic Capital Bank—In October 2010, we entered into a new mortgage loan with Atlantic Capital Bank for $4.0 million of debt maturing in 2015 with twenty-five year amortization. The loan is collateralized by the assets of one golf and country club with a book value of $6.3 million as of December 31, 2013. The interest rate is the greater of 3% plus 30 day LIBOR or 4.5%. We incurred debt issuance costs in conjunction with the issuance of this mortgage loan of $0.1 million. These have been capitalized and are being amortized over the term of the loan.

BancFirst—In connection with the acquisition of Oak Tree Country Club in May 2013, we assumed a mortgage loan with BancFirst for $5.0 million. See Note 13. The loan has an original maturity of October 2014 with two twelve month options to extend the maturity through October 2016 upon satisfaction of certain conditions in the loan agreement. As of December 31, 2013, we expect to meet the required conditions and currently intend to extend the loan with BancFirst to October 2016. The loan is collateralized by the assets of the club, which had a book value of $7.9 million as of December 31, 2013. The interest rate is the greater of 4.5% or the prime rate. We incurred an immaterial amount of debt issuance costs in conjunction with the assumption of this mortgage loan. These costs have been capitalized and are being amortized over the term of the loan.

Long-term borrowings and lease commitments of the Company as of December 31, 2013 and December 25, 2012, are summarized below: 

	2013					2012
	Carrying Value			Interest Rate		Carrying Value			Interest Rate		Interest Rate Calculation	Maturity
Senior Notes	$	269,750		10.00	%	$	415,000		10.00	%	Fixed	2018
Secured Credit Facilities
Term Loan	301,106			4.00	%	304,575			5.00	%	As of December 31, 2013, greater of (i) 4.0% or (ii) an elected LIBOR + 3.0%; as of December 25, 2012, greater of (i) 5.0% or (ii) an elected LIBOR + 3.75%	2020
Revolving Credit Borrowings - Tranche A ($5,093 capacity) (1)	—			6.00	%	—			6.00	%	Greater of (i) 6.0% or (ii) an elected LIBOR + 4.5%	2015
Revolving Credit Borrowings - Tranche B ($135,000 capacity) (2)	—			3.25	%	—			—	%	LIBOR plus a margin of 3.0%	2018
Mortgage Loans
General Electric Capital Corporation	30,313			6.00	%	30,992			6.00	%	5.00% plus the greater of (i) three month LIBOR or (ii) 1%	2017
Notes payable related to certain Non-Core Development Entities	11,837			9.00	%	11,837			9.00	%	Fixed	(3)
Atlantic Capital Bank	3,493			4.50	%	3,653			4.50	%	Greater of (i) 3.0% + 30 day LIBOR or (ii) 4.5%	2015
BancFirst	4,652			4.50	%	—			—		Greater of (i) 4.50% or prime rate	2016
Other indebtedness	2,837			4.75% - 8.00%		3,145			5.75% - 8.00%		Fixed	Various
	623,988					769,202
Capital leases	25,691					24,155
	649,679					793,357
Less current portion	(11,567		)			(24,988		)
	$	638,112				$	768,369

______________________

(1) As of December 31, 2013, Tranche A had capacity of $5.1 million, which was reduced by $5.1 million in outstanding standby letters of credit, leaving no amounts available for borrowing under Tranche A.

(2) As of December 31, 2013, Tranche B had capacity of $135.0 million, which was reduced by $14.5 million of standby letters of credit outstanding, leaving $120.5 million available for borrowing.

(3) Notes payable related to certain Non‑Core Development Entities are payable through the cash proceeds related to the sale of certain real estate held by these Non‑Core Development Entities.

The amount of long-term debt maturing in each of the five years subsequent to 2013 and thereafter is as follows:

Year	Debt		Capital Leases		Total
2014	$	1,714	$	9,853	$	11,567
2015	4,730		8,187		12,917
2016	4,568		4,994		9,562
2017	28,885		2,250		31,135
2018	270,080		407		270,487
Thereafter	314,011		—		314,011
Total	$	623,988	$	25,691	$	649,679

If we were to default on the Secured Credit Facilities and our lender was to accelerate the payment of all our principal and interest due, the holders of the Senior Notes could declare a cross-default.

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Document and Entity Information (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2013	Mar. 14, 2014	Jun. 11, 2013
Document and Entity Information
Entity Registrant Name	ClubCorp Holdings, Inc.
Entity Central Index Key	0001577095
Document Type	10-K
Document Period End Date	Dec. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		64,005,205
Trading Symbol	MYCC
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	FY
Entity Public Float			$ 0

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LEASES

12 Months Ended

Dec. 31, 2013

Leases [Abstract]

LEASES

LEASES

We lease operating facilities under agreements with terms up to 99 years. These agreements normally provide for minimum rentals plus executory costs. In some cases, we must pay contingent rent generally based on a percentage of gross receipts or positive cash flows as defined in the lease agreements. As a result, future lease payments that are considered contingent on future results are not included in the table below.

Future minimum lease payments for each of the next five years and thereafter required at December 31, 2013 under operating leases for land, buildings and recreational facilities with initial non-cancelable lease terms in excess of one year are as follows:

Year	Capital Leases		Operating Leases
2014	$	11,399	$	19,953
2015	8,980		19,295
2016	5,322		17,155
2017	2,357		16,096
2018	404		14,655
Thereafter	—		107,022
Minimum lease payments	$	28,462	$	194,176
Less: imputed interest component	2,771
Present value of net minimum lease payments of which $9.9 million is included in current liabilities	$	25,691

Total facility rental expense was $29.4 million, $29.1 million and $29.2 million in the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively; contingent rent was $8.8 million, $8.4 million and $8.4 million in the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively.

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SEGMENT INFORMATION (Schedule of Segment Reporting Information, by Segment) (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2013 Reportable_Segment	Dec. 25, 2012	Dec. 27, 2011
Segment Reporting Information [Line Items]
Number of reportable segments	2
Revenues	$ 815,080	$ 754,944	$ 719,962
Segment EBITDA	174,933	165,516	154,102
Total Assets	1,736,217	1,720,547
Segment Reporting Capital Expenditures	71,615	65,247	63,143
Long-Lived Assets	1,544,540	1,532,592
Interest and investment income	345	1,212	138
Interest expense	(83,669)	(89,369)	(84,746)
Gains (Losses) on Extinguishment of Debt	(16,856)	0	0
Loss on disposals and impairment of assets	(14,502)	(15,687)	(10,772)
Depreciation and amortization	(72,073)	(78,286)	(93,035)
Foreign currency transaction gain (loss)	40	(126)	(554)
Gain on Business Interruption Insurance Recovery	0	309	0
Severance payments	(272)	(360)	(431)
Management fees, termination fee and expenses paid to an affiliate of KSL	(5,862)	(1,141)	(1,255)
Acquisition costs	(1,211)	(837)	(1,629)
Amortization of step-up in certain equity method investments	(2,008)	(2,027)	(2,048)
ClubCorp Formation costs	0	(51)	(2,087)
Environmental Remediation Expense	(265)	(27)	(454)
Property Tax Increases	0	0	(2,655)
Gain (Loss) Related to Litigation Settlement	0	0	(3,968)
Long term incentive plan	(1,921)	(1,661)	(1,661)
Debt Issuance Cost	(614)	(98)	0
Share-based Compensation	(14,217)	0	0
Other	(835)	(970)	(730)
(LOSS) INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES	(38,987)	(23,603)	(51,785)
Golf and Country Clubs
Segment Reporting Information [Line Items]
Revenues	627,317	583,523	550,898
Segment EBITDA	179,242	166,327	151,554
Total Assets	1,254,988	1,222,966
Segment Reporting Capital Expenditures	47,546	47,283	48,326
Business, Sports and Alumni Clubs
Segment Reporting Information [Line Items]
Revenues	180,430	174,344	171,328
Segment EBITDA	34,735	34,373	32,606
Total Assets	90,078	79,678
Segment Reporting Capital Expenditures	18,641	14,198	10,564
Other
Segment Reporting Information [Line Items]
Revenues	13,512	3,641	4,982
Segment EBITDA	(39,044)	(35,184)	(30,058)
Total Assets	391,151	417,903
Segment Reporting Capital Expenditures	5,428	3,766	4,253
Elimination of intersegment revenues
Segment Reporting Information [Line Items]
Revenues	(6,179)	(6,564)	(7,246)
UNITED STATES
Segment Reporting Information [Line Items]
Revenues	808,208	748,124	712,636
Long-Lived Assets	1,517,823	1,505,389
All Foreign
Segment Reporting Information [Line Items]
Revenues	6,872	6,820	7,326
Long-Lived Assets	$ 26,717	$ 27,203

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CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 25, 2012
CURRENT ASSETS:
Cash and cash equivalents	$ 53,781	$ 81,965
Receivables, net of allowances of $3,666 and $2,626 at December 31, 2013 and December 25, 2012, respectively	83,161	51,590
Inventories	15,819	14,361
Prepaids and other assets	13,339	12,199
Deferred tax assets	10,403	8,076
Total current assets	176,503	168,191
Investments	8,032	11,166
Property and equipment, net (includes $9,347 and $9,870 related to VIEs at December 31, 2013 and December 25, 2012, respectively)	1,234,903	1,223,539
Notes receivable, net of allowances of $724 and $563 at December 31, 2013 and December 25, 2012, respectively	4,756	3,183
Goodwill	258,459	258,459
Intangibles, net	27,234	31,958
Other assets	26,330	24,051
TOTAL ASSETS	1,736,217	1,720,547
CURRENT LIABILITIES:
Current maturities of long-term debt	11,567	24,988
Membership initiation deposits - current portion	112,212	91,398
Accounts payable	26,764	27,670
Accrued expenses	36,772	35,989
Accrued taxes	20,455	16,678
Other liabilities	79,300	52,915
Total current liabilities	287,070	249,638
Long-term debt (includes $13,157 and $13,408 related to VIEs at December 31, 2013 and December 25, 2012, respectively)	638,112	768,369
Membership initiation deposits	204,152	202,630
Deferred tax liability	210,989	207,790
Other liabilities (includes $21,233 and $20,220 related to VIEs at December 31, 2013 and December 25, 2012, respectively)	157,944	149,038
Total liabilities	1,498,267	1,577,465
Commitments and contingencies (See Note 15)
EQUITY
Common stock of ClubCorp Holdings, Inc., $0.01 par value, 200,000,000 shares authorized; 63,789,730 and 50,569,730 issued and outstanding at December 31, 2013 and December 25, 2012, respectively	638	506
Additional paid-in capital	320,274	184,460
Accumulated other comprehensive loss	(1,070)	(672)
Retained deficit	(92,669)	(51,777)
Total stockholders' equity	227,173	132,517
Noncontrolling interests in consolidated subsidiaries and variable interest entities	10,777	10,565
Total equity	237,950	143,082
TOTAL LIABILITIES AND EQUITY	$ 1,736,217	$ 1,720,547

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FAIR VALUE

12 Months Ended

Dec. 31, 2013

Fair Value Disclosures [Abstract]

FAIR VALUE

FAIR VALUE

GAAP establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows:

Level 1—unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company;

Level 2—inputs that are observable in the marketplace other than those inputs classified as Level 1; and

Level 3—inputs that are unobservable in the marketplace and significant to the valuation.

We maximize the use of observable inputs and minimize the use of unobservable inputs. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument is categorized based upon the lowest level of input that is significant to the fair value calculation. We recognize transfers between levels of the fair value hierarchy on the date of the change in circumstances that caused the transfer.

Fair Value of Financial Instruments

Debt—We estimate the fair value of our debt obligations, excluding capital lease obligations, as follows, as of December 31, 2013 and December 25, 2012:

	2013				2012
	Recorded Value		Fair Value		Recorded Value		Fair Value
Level 2	$	570,856	$	601,775	$	719,575	$	765,744
Level 3	53,132		43,971		49,627		40,169
Total	$	623,988	$	645,746	$	769,202	$	805,913

     All debt obligations are considered Level 3 except for the Senior Notes and the Secured Credit Facilities, as defined in Note 10, which are considered Level 2. We use quoted prices for identical or similar liabilities to value debt obligations classified as Level 2. We use adjusted quoted prices for similar liabilities to value debt obligations classified as Level 3. Key inputs include: 1) the determination that certain other debt obligations are similar, 2) nonperformance risk, and 3) interest rates. Changes or fluctuations in these assumptions and valuations will result in different estimates of value. The use of different techniques to determine the fair value of these debt obligations could result in different estimates of fair value at the reporting date.

The carrying value of other financial instruments including cash, cash equivalents, receivables, notes receivable, accounts payable and other short-term and long-term assets and liabilities approximate their fair values as of December 31, 2013 and December 25, 2012.

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

Our assets and liabilities measured at fair value on a non-recurring basis include equity method investments, property and equipment, mineral rights, goodwill, trade names, liquor licenses, and business combinations. As of December 31, 2013 and December 25, 2012, there were certain assets that were determined to be impaired and therefore the carrying amount of those assets were recorded at their fair value.

The estimated fair values of our assets and liabilities measured at fair value on a non-recurring basis as a result of impairment losses during the years ended December 31, 2013, December 25, 2012, and December 27, 2011 were as follows:

	2013				2012				2011
	Fair Value		Impairment Losses		Fair Value		Impairment Losses		Fair Value		Impairment Losses
Equity method investments	$	—	$	—	$	1,077	$	716	$	—	$	—
Property and equipment	2,028		3,937		368		717		—		—
Other assets - mineral rights	—		—		2,178		2,993		—		—
Intangible assets - trade names	—		—		490		360		1,100		50
Intangible assets - liquor licenses	642		2,443		563		140		1,065		1,223

Equity Method Investments—During the fiscal year endedDecember 25, 2012, we determined that one of our equity method investments had a decrease in value that was other than temporary. We recognized an impairment loss of $0.7 million during the fiscal year endedDecember 25, 2012 to adjust its carrying amount to its fair value of $1.1 million. The valuation method used to determine fair value was based on a third party valuation using inputs that were unobservable in the marketplace. This valuation is considered a Level 3 measurement. See Note 4.

Property and Equipment—We recognized impairment losses to property and equipment of $3.9 million and $0.7 million during the fiscal years endedDecember 31, 2013 and December 25, 2012, respectively, to adjust the carrying amount of certain property and equipment to its fair value of $2.0 million and $0.4 million, respectively, due to continued and projected negative operating results as well as changes in the expected holding period of certain fixed assets. The valuation method used to determine fair value was based on an analysis of discounted future free cash flows using a risk-adjusted discount rate (‘‘Income Approach’’), and based on cost adjusted for economic obsolescence (‘‘Cost Approach’’). The fair value calculations associated with these valuations are classified as Level 3 measurements. See Note 6.

Mineral Rights—We evaluate these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through future cash flows. During the fiscal year endedDecember 25, 2012, we recognized an impairment of $3.0 million to adjust the carrying value of certain of these mineral rights to their fair value of $2.2 million. The valuation is considered a Level 3 measurement and is based upon inactive market prices for similar assets which are not observable in the marketplace. See Note 8.

Trade Names—We test our trade name intangible assets annually for impairment, utilizing the relief from royalty method to determine the estimated fair value for each trade name which is classified as a Level 3 measurement. The relief from royalty method estimates our theoretical royalty savings from ownership of the intangible asset. Key assumptions used in this model include discount rates, royalty rates, growth rates, sales projections and terminal value rates.

We recorded impairment of trade names of $0.4 million and $0.1 million in the fiscal years endedDecember 25, 2012 and December 27, 2011, respectively, to adjust the carrying amount of certain trade names to their fair value of $0.5 million and $1.1 million, respectively. See Note 7.

Liquor Licenses—We test our liquor licenses annually for impairment. We use quoted prices in active markets when they are available (Market Approach), which are considered Level 2 measurements. When quoted prices in active markets are not available, methods used to determine fair value include analysis of the discounted future free cash flows that sales under a liquor license generate (Income Approach), and a comparison to liquor licenses sold in an active market in other jurisdictions (Market Approach). These valuations are considered Level 3 measurements. Key assumptions include future cash flows, discount rates and projected margins, among other factors.

We recorded impairment of liquor licenses of $2.4 million, $0.1 million and $1.2 million in the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively, to adjust the carrying amount of certain liquor licenses to their fair value of $0.6 million, $0.6 million and $1.1 million, respectively. See Note 7.

There were no impairments to goodwill in the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011. The key assumptions used in the goodwill impairment analysis are considered Level 3 measurements. See Note 7. Assets and liabilities from business combinations were recorded on our consolidated balance sheets at fair value at the date of acquisition. The key assumptions used in determining these values are considered Level 3 measurements. See Note 13.

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INVESTMENTS

12 Months Ended

Dec. 31, 2013

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENTS

INVESTMENTS

Equity method investments in golf and business club ventures total $1.4 million and $1.3 million at December 31, 2013 and December 25, 2012, respectively, and include two golf club joint ventures and one business club joint venture. Our share of earnings in the equity investments is included in equity in earnings from unconsolidated ventures in the consolidated statements of operations.

During the fiscal year endedDecember 25, 2012, we determined that one of our equity method investments had a decrease in value that was other than temporary. We recognized an impairment loss of $0.7 million during the fiscal year endedDecember 25, 2012 to adjust its carrying amount to its fair value of $1.1 million. See Note 5. We did not recognize any impairment losses related to our equity method investments in the fiscal year endedDecember 31, 2013.

Additionally, we have one equity method investment of 10.2% in Avendra, LLC, a purchasing cooperative of hospitality companies. The carrying value of the investment was $6.2 million and $9.4 million at December 31, 2013 and December 25, 2012, respectively. Our share of earnings in the equity investment is included in equity in earnings from unconsolidated ventures in the consolidated statements of operations. We have contractual agreements with the joint venture to provide procurement services for our clubs for which we received net volume rebates and allowances totaling $3.5 million, $2.9 million and $2.8 million during the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively. The difference between the carrying value of the investment and our share of the equity reflected in the joint venture’s financial statements at the time of the acquisition of CCI by affiliates of KSL was allocated to intangible assets of the joint venture and amortized over approximately 10 years beginning in 2007. The carrying value of these intangible assets was $6.0 million and $8.0 million at December 31, 2013 and December 25, 2012, respectively.

Our equity in net income from the investment described in the preceding paragraph is shown below:

	2013			2012			2011
ClubCorp's equity in net income, excluding amortization	$	4,400		$	3,819		$	3,487
Amortization	(2,008		)	(2,008		)	(2,008		)
ClubCorp's equity in net income	$	2,392		$	1,811		$	1,479

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EARNINGS PER SHARE (Notes)

12 Months Ended

Dec. 31, 2013

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

EARNINGS PER SHARE

Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net (loss) income attributable to Holdings by the weighted average number of shares of common stock outstanding during the period. Diluted EPS reflects the dilutive effect of equity-based awards that may share in the earnings of Holdings when such shares are either issued or vesting restrictions lapse.

Presented below is basic and diluted EPS for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011 (in thousands, except per share amounts):

	Fiscal Years Ended
	December 31, 2013						December 25, 2012						December 27, 2011
	Basic			Diluted			Basic			Diluted			Basic			Diluted
Loss from continuing operations attributable to ClubCorp	$	(40,880	)	$	(40,880	)	$	(16,358	)	$	(16,358	)	$	(35,939	)	$	(35,939	)
Weighted-average shares outstanding	54,172			54,172			50,570			50,570			50,570			50,570
Effect of dilutive equity-based awards	—			431			—			—			—			—
Total Shares	54,172			54,603			50,570			50,570			50,570			50,570
Loss from continuing operations attributable to ClubCorp per share	$	(0.75	)	$	(0.75	)	$	(0.32	)	$	(0.32	)	$	(0.71	)	$	(0.71	)

There are no potential common shares excluded from the calculation of diluted EPS because their effect would be anti-dilutive. Our restricted stock shares include rights to receive dividends that are subject to the risk of forfeiture if service requirements are not satisfied, thus these shares are not considered participating securities and are excluded from our basic weighted-average shares outstanding calculation.

In connection with the ClubCorp Formation, Holdings was formed on November 10, 2010, with 1,000 shares authorized and issued, with a par value of $0.01. On March 15, 2012, Holdings' articles of incorporation were amended to authorize 2,000,000 shares and Holdings effected a 1,000 for 1 forward stock split. On August 2, 2013, Holdings' articles of incorporation were further amended to authorize 200,000,000 shares and Holdings effected a 50 for 1 forward stock split. On September 6, 2013, Holdings effected a 1.0113946 for 1 forward stock split, resulting in 50,569,730 shares outstanding subsequent to September 6, 2013. EPS is adjusted retroactively for the impact of these forward stock splits for all periods presented.

During the fiscal year ended on December 31, 2013, on December 26, 2012, we declared a cash dividend of $35.0 million to the owners of our common stock. This dividend was paid on December 27, 2012. Also during the fiscal year ended on December 31, 2013, on December 10, 2013, we declared a cash dividend of $7.7 million, or $0.12 per share of common stock, to all common stockholders of record at the close of business on January 3, 2014. This dividend was paid on January 15, 2014, subsequent to our fiscal year end. We did not declare or pay any cash dividends on our common stock in the fiscal year ended December 25, 2012.

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INCOME TAXES

12 Months Ended

Dec. 31, 2013

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

Holdings files a consolidated federal income tax return. Income taxes recorded are adjusted to the extent losses or other deductions cannot be utilized in the consolidated federal income tax return. We file state tax returns on a separate company basis or unitary basis as required by law. Additionally, certain subsidiaries of Holdings, owned through lower tier joint ventures, file separate tax returns for federal and state purposes.

We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis, operating losses and tax credit carryforwards. Deferred tax assets and liabilities are calculated using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Valuation allowances are provided against deferred income tax assets for amounts which are not considered “more likely than not” to be realized.

Loss from continuing operations before income taxes and noncontrolling interest consists of the following:

	2013			2012			2011
Domestic	$	(38,583	)	$	(23,563	)	$	(53,268	)
Foreign	(404		)	(40		)	1,483
	$	(38,987	)	$	(23,603	)	$	(51,785	)

The income tax (expense) benefit from continuing operations consists of the following:

	2013			2012			2011
Current
Federal	$	(3,040	)	$	(1,508	)	$	(2,840	)
State	(2,972		)	(1,185		)	(3,283		)
Foreign	(220		)	1,027			(494		)
Total Current	(6,232		)	(1,666		)	(6,617		)
Deferred
Federal	4,209			6,090			17,876
State	342			3,104			5,162
Foreign	—			—			—
Total Deferred	4,551			9,194			23,038
Total income tax (expense) benefit	$	(1,681	)	$	7,528		$	16,421

The differences between income taxes computed using the U.S. statutory Federal income tax rate of 35% and the actual income tax provision for continuing operations as reflected in the accompanying consolidated statements of operations are as follows:

	2013			2012			2011
Expected Federal income tax benefit	$	13,645		$	8,260		$	18,005
State taxes, net of Federal benefit	(468		)	409			1,879
Change in valuation allowance - State	(1,266		)	828			(668		)
Change in valuation allowance - Foreign	(44		)	(707		)	445
Foreign rate differential	(97		)	2			74
IETU, Withholding and Other Permanent- Foreign	(220		)	557			(494		)
Forgiveness of Debt	—			—			(290		)
Adjustments Related to Tax Contingencies	(3,171		)	(3,273		)	(2,921		)
Equity-based compensation	(4,192		)	—			—
Membership initiation deposits	(4,586		)	—			—
Other, net	(1,282		)	1,452			391
Actual income tax (expense) benefit	$	(1,681	)	$	7,528		$	16,421

We had the following net operating loss carryforwards at December 31, 2013, which are available to offset future taxable income:

Type of Carryforward	Gross Amount		Expiration Dates (in years)
Federal tax operating loss	$	25,969	2031	-	2033
State tax operating loss	$	172,223	2014	-	2033
AMT net operating loss	$	26,735	2031	-	2033
Mexico net operating loss	$	17,635	2014	-	2023

The components of the deferred tax assets and deferred tax liabilities at December 31, 2013 and December 25, 2012 are as follows:

	2013			2012
Deferred tax assets:
Federal tax net operating loss carryforwards	$	9,089		$	8,045
State and foreign tax net operating loss carryforwards	11,417			11,102
Membership deferred revenue	51,568			48,041
Reserves and accruals	19,902			17,422
Tax credits	3,162			2,930
Suspended losses	—			11,272
Capital losses	6,723			—
Straight-line rent	8,650			7,321
Other	18,942			17,663
Total gross deferred tax assets	$	129,453		$	123,796
Valuation allowance	(10,916		)	(10,474		)
Deferred tax liabilities:
Discounts on membership initiation deposits and acquired notes	(150,905		)	(151,538		)
Property and equipment	(155,424		)	(145,989		)
Deferred revenue	(1,920		)	(1,872		)
Intangibles	(10,541		)	(11,435		)
Other	(333		)	(2,382		)
Total gross deferred tax liabilities	(319,123		)	(313,216		)
Net deferred tax liability	$	(200,586	)	$	(199,894	)

The allocation of deferred taxes between current and long-term as of December 31, 2013 and December 25, 2012 is as follows:

	2013			2012
Current portion-deferred tax asset, net	$	10,403		$	7,896
Long-term deferred tax liability, net	(210,989		)	(207,790		)
Net deferred tax liability	$	(200,586	)	$	(199,894	)

Valuation allowances included above of $10.9 million and $10.5 million at December 31, 2013 and December 25, 2012, respectively, relate primarily to net operating loss carryforwards in certain states and in Mexico.

GAAP prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Benefits from tax positions should be recognized in the financial statements only when it is more likely than not that the tax position will be sustained upon examination by the appropriate taxing authority that would have full knowledge of all relevant information.

A tax position that meets the more-likely-than-not recognition threshold is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition threshold should be derecognized in the first subsequent financial reporting period in which that threshold is no longer met. GAAP also provides guidance on the accounting for and disclosure of unrecognized tax benefits, interest and penalties.

We recognize accrued interest and penalties related to uncertain tax positions as a component of income tax expense. Income tax expense for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011 includes interest expense and penalties of $4.1 million, $3.7 million and $3.4 million respectively.

A reconciliation of the change in our unrealized tax benefit for all periods presented is as follows:

	2013			2012			2011
Balance at beginning of year	$	51,384		$	52,513		$	53,215
Increases in tax positions for current year	—			—			—
Increases in tax positions for prior years	103			17			52
Decreases in tax positions for prior years	(1,109		)	(1,146		)	(754		)
Balance at end of year	$	50,378		$	51,384		$	52,513

As of December 31, 2013 and December 25, 2012, we have recorded $56.1 million and $52.7 million, respectively, of unrecognized tax benefits related to uncertain tax positions, including interest and penalties, which are included in other liabilities in the consolidated balance sheets. The majority of unrecognized tax benefits relates to cancellation of indebtedness income stemming from the 2010 ClubCorp Formation and related debt restructuring transactions. The calculation of the cancellation of indebtedness income recognized in connection with the ClubCorp Formation was complex and involved significant judgments and interpretations on our part, including the valuation of assets held at such time. If we were to prevail on all uncertain tax positions, the net effect would be an income tax benefit of approximately $44.0 million, exclusive of any benefits related to interest and penalties.

Holdings files income tax returns in the U.S. federal jurisdiction, numerous state jurisdictions and in two foreign jurisdictions. We are currently undergoing an Internal Revenue Service (“IRS”) audit of certain components of the tax return for the year ended December 28, 2010, which includes the debt restructuring transactions and related cancellation of indebtedness income amounts. In addition, certain of our foreign subsidiaries are under audit in Mexico for the 2008 and 2009 tax years. It is likely that within the next 12 months our unrecognized tax benefits will be impacted by the resolution of some or all of the matters currently under audit by the U.S. and Mexican taxing authorities. However, as audit outcomes and the timing of audit resolutions are subject to significant uncertainty, and given the nature and complexity of the issues involved, we are unable to reasonably estimate the possible amount of change in the unrecognized tax benefits, if any, that may occur within the next 12 months as a result of the above examinations. Nevertheless, we believe we are adequately reserved for our uncertain tax positions as of December 31, 2013.

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RELATED PARTY TRANSACTIONS (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011	Sep. 25, 2013
Related Party Transaction [Line Items]
Payments of Capital Distribution	$ 35,000,000	$ 0	$ 0
Affiliated Entity
Related Party Transaction [Line Items]
Management consulting services annual fee	1,000,000
Fee based on percentage of lenders' maximum commitments (percentage)	1.00%
Fee based on percentage of total consideration paid (percentage)	1.00%
Related Party Management Contract Termination Fee				5,000,000
Payment of management fees	800,000	1,000,000	1,000,000
Principal Owner [Member]
Related Party Transaction [Line Items]
Payments of Capital Distribution	35,000,000
Other Affiliated Entities
Related Party Transaction [Line Items]
Payment of management fees	400,000	800,000	1,200,000
Amount received from affiliate of KSL for taxes paid on their behalf		200,000
Royalty Expense	100,000	100,000	300,000
Other Affiliates [Member]
Related Party Transaction [Line Items]
Management consulting services annual fee	100,000
Equity Method Investment
Related Party Transaction [Line Items]
Management fees	500,000	600,000	600,000
Equity Method Investment | Outstanding advances
Related Party Transaction [Line Items]
Receivables	200,000	200,000
Payables	100,000	200,000
Equity Method Investment | Volume rebates
Related Party Transaction [Line Items]
Receivables	1,800,000	1,900,000
Members of Resorts and Clubs of Affiliates [Member]
Related Party Transaction [Line Items]
Revenue from Related Parties	100,000	200,000	200,000
Financial Consulting Services Agreement [Member] | Affiliated Entity
Related Party Transaction [Line Items]
Maximum Reimbursements For Consulting Services	$ 100,000

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OTHER ASSETS

12 Months Ended

Dec. 31, 2013

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

OTHER ASSETS

8. OTHER ASSETS

Other assets includes debt issuance costs, assets related to mineral rights and above and below market leases.

Debt Issuance Costs—Debt issuance costs totaled $15.9 million and $13.1 million at December 31, 2013 and December 25, 2012, respectively. See Note 10.

Mineral Rights—Mineral rights at various golf properties totaled $2.3 million and $2.3 million at December 31, 2013 and December 25, 2012, respectively. These assets will be depleted using the percentage depletion method based on actual production. We evaluate these assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable through future cash flows. During the fiscal year endedDecember 25, 2012, we recognized an impairment of $3.0 million to adjust the carrying value of certain of these mineral rights to their fair value of $2.2 million. See Note 5. We have not recognized any impairment losses to mineral rights in the fiscal years endedDecember 31, 2013 and December 27, 2011. The valuation is considered a Level 3 measurement and is based upon inactive market prices for similar assets which are not observable in the marketplace. During 2008, we entered into certain mineral lease and surface right agreements with third parties to allow for exploration and production on these properties. We received $19.9 million which was classified as other current and long term liabilities in the consolidated balance sheets and was recognized in other income in the consolidated statements of operations on a straight line basis over the term of the agreements, which ranged from six months to four years.

Above and Below Market Leases—As a result of our acquisition by affiliates of KSL in 2006, we have recorded above and below market lease intangibles. The above market lease intangibles totaled $1.4 million and $2.0 million at December 31, 2013 and December 25, 2012, respectively, and are recorded in other liabilities; below market lease intangibles were $0.4 million and $1.2 million at December 31, 2013 and December 25, 2012, respectively, and are recorded in other assets. Amortization of the net above/below market lease intangibles is recorded as a net (increase) reduction in rent expense.

Related net amortization (accretion) over the next 5 years and thereafter is as follows:

Year	Amount
2014	$	365
2015	256
2016	101
2017	92
2018	83
Thereafter	76
Total	$	973

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OTHER ASSETS (Narrative) (Details) (USD $)								12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 30, 2008 Other long-term liabilities	Dec. 31, 2013 Other long-term liabilities Above Market Leases	Dec. 25, 2012 Other long-term liabilities Above Market Leases	Dec. 31, 2013 Other assets Off-Market Favorable Lease [Member]	Dec. 25, 2012 Other assets Off-Market Favorable Lease [Member]	Dec. 31, 2013 Minimum	Dec. 31, 2013 Maximum	Dec. 31, 2013 Impairment Of Assets [Member] Level 3	Dec. 25, 2012 Impairment Of Assets [Member] Level 3	Dec. 27, 2011 Impairment Of Assets [Member] Level 3
Other Assets [Line Items]
Deferred Finance Costs, Net	$ 15,900,000	$ 13,100,000
Unproven mineral rights	2,300,000	2,300,000
Impairment										0	2,993,000	0
Other Assets, Mineral Rights, Fair Value Disclosure										0	2,178,000	0
Surface right agreements			19,900,000
Amortization period for surface rights agreements to revenue								6 months	4 years
Above market lease intangibles	1,347,000	2,040,000		1,400,000	2,000,000
Below market lease intangibles						$ 400,000	$ 1,200,000

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PROPERTY AND EQUIPMENT

12 Months Ended

Dec. 31, 2013

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

Property and equipment, including capital lease assets, at cost consists of the following at December 31, 2013 and December 25, 2012:

	2013			2012
Land and non-depreciable land improvements	$	530,212		$	531,265
Depreciable land improvements	339,806			325,688
Buildings and recreational facilities	416,259			401,607
Machinery and equipment	181,619			164,005
Leasehold improvements	95,901			84,444
Furniture and fixtures	72,687			64,960
Construction in progress	3,513			2,912
	1,639,997			1,574,881
Accumulated depreciation	(405,094		)	(351,342		)
Total	$	1,234,903		$	1,223,539

Depreciation expense, from continuing operations, which included depreciation of assets recorded under capital leases, was $69.2 million, $68.5 million and $68.2 million for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively. Interest capitalized as a cost of property and equipment totaled $0.3 million, $0.2 million and $0.4 million for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively.

We evaluate property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through future cash flows. We recognized impairment losses to property and equipment of $3.9 million and $0.7 million during the fiscal years endedDecember 31, 2013 and December 25, 2012, respectively, to adjust the carrying amount of certain property and equipment to its fair value of $2.0 million and $0.4 million, respectively, due to continued and projected negative operating results as well as changes in the expected holding period of certain fixed assets. See Note 5.

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GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS

Intangible assets consist of the following at December 31, 2013 and December 25, 2012:

		2013							2012
Asset	Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets with indefinite lives:
Trade names		$	24,850				$	24,850	$	24,850				$	24,850
Liquor Licenses		2,023					2,023		3,886					3,886
Intangible assets with finite lives:
Member Relationships	7 years	2,800		(2,547		)	253		19,068		(16,084		)	2,984
Management Contracts	9 years	598		(490		)	108		598		(421		)	177
Other	7 years	—		—			—		426		(365		)	61
Total		$	30,271	$	(3,037	)	$	27,234	$	48,828	$	(16,870	)	$	31,958
Goodwill		$	258,459				$	258,459	$	258,459				$	258,459

Intangible Assets—Intangible assets include trade names, liquor licenses and member relationships. Intangible asset amortization expense was $2.9 million, $9.8 million and $25.0 million for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively. For each of the five years subsequent to 2013 and thereafter, the amortization expense related to intangible assets with finite lives will be immaterial.

We retired fully amortized intangible assets and the related accumulated amortization of $16.3 million and $40.2 million of member relationships, $0.0 million and $1.7 million of management contracts and $0.4 million and $0.0 million of other intangibles from the consolidated balance sheets as of December 31, 2013 and December 25, 2012, respectively.

We test indefinite lived intangible assets for impairment annually. We test intangible assets with finite lives for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through future cash flows.

We test our trade name intangible assets annually for impairment, utilizing the relief from royalty method to determine the estimated fair value for each trade name which is classified as a Level 3 measurement. The relief from royalty method estimates our theoretical royalty savings from ownership of the intangible asset. Key assumptions used in this model include discount rates, royalty rates, growth rates, sales projections and terminal value rates.

We recorded impairment of trade names of $0.4 million and $0.1 million in the fiscal years endedDecember 25, 2012 and December 27, 2011, respectively, to adjust the carrying amount of certain trade names to their fair value of $0.5 million and $1.1 million, respectively. See Note 5. We have not recognized any impairment losses to trade name intangible assets in the fiscal year endedDecember 31, 2013.

We test our liquor licenses annually for impairment. We use quoted prices in active markets when they are available (Market Approach), which are considered Level 2 measurements. When quoted prices in active markets are not available, methods used to determine fair value include analysis of the discounted future free cash flows that sales under a liquor license generate (Income Approach), and a comparison to liquor licenses sold in an active market in other jurisdictions (Market Approach). These valuations are considered Level 3 measurements. Key assumptions include future cash flows, discount rates and projected margins, among other factors.

We recorded impairment of liquor licenses of $2.4 million, $0.1 million and $1.2 million in the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, respectively, to adjust the carrying amount of certain liquor licenses to their fair value of $0.6 million, $0.6 million and $1.1 million, respectively. See Note 5.

Goodwill—We evaluate goodwill for impairment at the reporting unit level (golf and country clubs and business, sports and alumni clubs), which are the same as our operating segments. When testing for impairment, we first compare the fair value of our reporting units to the recorded values. Valuation methods used to determine fair value include analysis of the discounted future free cash flows that a reporting unit is expected to generate (Income Approach) and an analysis which is based upon a comparison of our reporting units to similar companies utilizing a purchase multiple of earnings before interest, taxes, depreciation and amortization (Market Approach). These valuations are considered Level 3 measurements. Key assumptions used in this model include future cash flows, growth rates, discount rates, capital needs and projected margins, among other factors.

If the carrying amount of the reporting units exceeds its fair value, goodwill is considered potentially impaired and a second step is performed to measure the amount of impairment loss. In the second step of the goodwill impairment test, we compare the implied value of the reporting unit's goodwill with the carrying value of that unit's goodwill. If the carrying value of the reporting unit's goodwill exceeds the implied value, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. Accordingly, the fair value of a reporting unit is allocated to the assets and liabilities of that unit, including intangible assets, and any excess of the value of the reporting unit over the amounts assigned to its assets and liabilities is the implied value of its goodwill.

We evaluate goodwill for impairment annually as of the first day of our last fiscal quarter or whenever events or circumstances indicate that the carrying amount may not be fully recoverable. Based on this analysis, no impairment of goodwill was recorded for the fiscal years endedDecember 31, 2013 and December 27, 2011.

During the fiscal year endedDecember 25, 2012, we entered into an agreement to sell a business, sports and alumni club for proceeds of $5.9 million. See Note 13. We evaluated goodwill for impairment in conjunction with this agreement. Based on this analysis, no impairment of goodwill was required prior to entering into the sales agreement. As a result of the sale, we allocated $6.5 million of goodwill to this property and recognized a loss on disposal of goodwill for this amount in the fiscal year endedDecember 25, 2012. This loss is presented in loss from discontinued operations in the consolidated statements of operations and comprehensive loss. Estimates utilized in the future evaluations of goodwill for impairment could differ from estimates used in the current period calculations. Unfavorable future estimates could result in an impairment of goodwill.

The following table shows goodwill activity by reporting unit. No impairments have been recorded for either reporting unit.

	Golf & Country Clubs		Business, Sports & Alumni Clubs			Total
December 27, 2011	$	113,108	$	151,851		$	264,959
Loss on disposal - discontinued operations	$	—	$	(6,500	)	$	(6,500	)
December 25, 2012	$	113,108	$	145,351		$	258,459
December 31, 2013	$	113,108	$	145,351		$	258,459

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CURRENT AND LONG-TERM LIABILITIES

12 Months Ended

Dec. 31, 2013

Payables and Accruals [Abstract]

CURRENT AND LONG-TERM LIABILITIES

CURRENT AND LONG-TERM LIABILITIES

Current liabilities consist of the following at December 31, 2013 and December 25, 2012:

	2013		2012
Accrued compensation	$	27,933	$	24,060
Accrued interest	2,373		4,957
Other accrued expenses	6,466		6,972
Total accrued expenses	$	36,772	$	35,989
Taxes payable other than federal income taxes	$	20,000	$	16,211
Federal income taxes payable	455		467
Total accrued taxes	$	20,455	$	16,678
Advance deposits from members	$	17,305	$	12,489
Unearned dues	32,438		11,916
Deferred membership revenues	10,883		16,519
Insurance reserves	8,175		8,659
Distributions to owners declared, but unpaid	7,654		—
Other current liabilities	2,845		3,332
Total other current liabilities	$	79,300	$	52,915

Other long-term liabilities consist of the following at December 31, 2013 and December 25, 2012:

	2013		2012
Uncertain tax positions	$	56,105	$	52,713
Deferred membership revenues	42,773		41,218
Casualty insurance loss reserves - long term portion	11,255		10,936
Above market lease intangibles	1,347		2,040
Deferred rent	22,716		19,127
Accrued interest on notes payable related to Non-Core Development Entities	21,111		20,029
Other	2,637		2,975
Total other long-term liabilities	$	157,944	$	149,038

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DEBT AND CAPITAL LEASES (Narrative) (Details) (USD $)	12 Months Ended							0 Months Ended	2 Months Ended	12 Months Ended		1 Months Ended	12 Months Ended						1 Months Ended	12 Months Ended		1 Months Ended					0 Months Ended											12 Months Ended									12 Months Ended					12 Months Ended
	Dec. 31, 2013 Club	Dec. 25, 2012	Dec. 27, 2011	Dec. 31, 2013 Revolving Credit Facility Tranche A [Member] Secured Credit Facilities Revolving Notes [Member]	Dec. 25, 2012 Revolving Credit Facility Tranche A [Member] Secured Credit Facilities Revolving Notes [Member]	Dec. 31, 2013 Revolving Credit Facility Tranche B [Member] Secured Credit Facilities Revolving Notes [Member]	Dec. 25, 2012 Revolving Credit Facility Tranche B [Member] Secured Credit Facilities Revolving Notes [Member]	Nov. 30, 2010 Unsecured Debt [Member] Senior Unsecured Notes [Member]	Oct. 28, 2013 Unsecured Debt [Member] Senior Unsecured Notes [Member]	Dec. 31, 2013 Unsecured Debt [Member] Senior Unsecured Notes [Member]	Dec. 25, 2012 Unsecured Debt [Member] Senior Unsecured Notes [Member]	Jul. 31, 2008 Mortgages [Member] General Electric Capital Corporation Mortgage Loan [Member]	Dec. 31, 2013 Mortgages [Member] General Electric Capital Corporation Mortgage Loan [Member]	Dec. 25, 2012 Mortgages [Member] General Electric Capital Corporation Mortgage Loan [Member]	Dec. 27, 2011 Mortgages [Member] General Electric Capital Corporation Mortgage Loan [Member]	Aug. 31, 2010 Mortgages [Member] General Electric Capital Corporation Mortgage Loan [Member]	Aug. 31, 2009 Mortgages [Member] General Electric Capital Corporation Mortgage Loan [Member]	Aug. 01, 2012 Mortgages [Member] General Electric Capital Corporation Mortgage Loan [Member] Option	Oct. 31, 2010 Mortgages [Member] Atlantic Capital Bank Mortgage Loan [Member]	Dec. 31, 2013 Mortgages [Member] Atlantic Capital Bank Mortgage Loan [Member]	Dec. 25, 2012 Mortgages [Member] Atlantic Capital Bank Mortgage Loan [Member]	Jul. 31, 2008 Mortgages [Member] Ameritas Life [Member]	Jul. 31, 2008 Mortgages [Member] Two Zero Zero Six Citigroup Debt Facility [Member]	Dec. 31, 2013 Mortgages [Member] BancFirst Mortgage Loan [Member] [Member]	May 22, 2013 Mortgages [Member] BancFirst Mortgage Loan [Member] [Member] Option	Dec. 25, 2012 Mortgages [Member] BancFirst Mortgage Loan [Member] [Member]	Aug. 30, 2013 Secured Debt [Member] Secured Credit Facilities Term Loan	Jul. 24, 2013 Secured Debt [Member] Secured Credit Facilities Term Loan	Nov. 16, 2012 Secured Debt [Member] Secured Credit Facilities Term Loan	Nov. 30, 2010 Secured Debt [Member] Secured Credit Facilities Term Loan	Dec. 31, 2013 Secured Debt [Member] Secured Credit Facilities Term Loan	Dec. 25, 2012 Secured Debt [Member] Secured Credit Facilities Term Loan	Dec. 31, 2013 Revolving Credit Facility Tranche A [Member] Secured Debt [Member] Secured Credit Facilities Term Loan	Sep. 30, 2013 Revolving Credit Facility Tranche A [Member] Secured Debt [Member] Secured Credit Facilities Term Loan	Dec. 31, 2013 Revolving Credit Facility Tranche B [Member] Secured Debt [Member] Secured Credit Facilities Term Loan	Dec. 31, 2013 Revolving Credit Facility [Member] Secured Debt [Member] Secured Credit Facilities Term Loan	Nov. 30, 2010 Revolving Credit Facility [Member] Secured Debt [Member] Secured Credit Facilities Term Loan	Dec. 31, 2013 Secured Debt [Member] Secured Credit Facilities Term Loan	Aug. 30, 2013 Secured Debt [Member] Secured Credit Facilities Term Loan	Jul. 24, 2013 Secured Debt [Member] Secured Credit Facilities Term Loan	Dec. 31, 2013 Option 2 [Member] Mortgages [Member] Atlantic Capital Bank Mortgage Loan [Member]	Dec. 31, 2013 Option 1 [Member] Revolving Credit Facility Tranche A [Member] Secured Credit Facilities Revolving Notes [Member]	Dec. 31, 2013 Option 1 [Member] Secured Debt [Member] Secured Credit Facilities Term Loan	Dec. 25, 2012 Option 1 [Member] Secured Debt [Member] Secured Credit Facilities Term Loan	Nov. 16, 2012 Option 1 [Member] Secured Debt [Member] Secured Credit Facilities Term Loan	Dec. 31, 2013 Option 1 [Member] Mortgages [Member] BancFirst Mortgage Loan [Member] [Member]	Dec. 31, 2013 Libor Rate [Member] Revolving Credit Facility Tranche B [Member] Secured Credit Facilities Revolving Notes [Member]	Dec. 31, 2013 Libor Rate [Member] Option 2 [Member] Revolving Credit Facility Tranche A [Member] Secured Credit Facilities Revolving Notes [Member]	Dec. 31, 2013 Libor Rate [Member] Option 2 [Member] Secured Debt [Member] Secured Credit Facilities Term Loan	Dec. 25, 2012 Libor Rate [Member] Option 2 [Member] Secured Debt [Member] Secured Credit Facilities Term Loan	Nov. 16, 2012 Libor Rate [Member] Option 2 [Member] Secured Debt [Member] Secured Credit Facilities Term Loan	Dec. 31, 2013 Debt Instrument, Redemption, Period One [Member] Unsecured Debt [Member] Senior Unsecured Notes [Member]	Dec. 31, 2013 Debt Instrument, Redemption, Period Two [Member] Unsecured Debt [Member] Senior Unsecured Notes [Member]	Dec. 31, 2013 Debt Instrument, Redemption, Period Three [Member] Unsecured Debt [Member] Senior Unsecured Notes [Member]
Debt Instrument [Line Items]
Mortgage Loan Mortgage Obligation Face Amount												$ 32,000,000							$ 4,000,000						$ 5,000,000
Mortgage Loan Mortgage Obligation Options To Extend Maturity																		2							2
Debt Instrument, Collateral Book Value													38,100,000
Repayments of Debt												11,200,000										2,700,000	8,000,000
Debt Instrument, Cash On Cash Return																15.00%	14.00%
Debt Instrument, Collateral Amount																				6,300,000				7,900,000
Debt Instrument, Face Amount								415,000,000																														301,100,000
Line of Credit Facility, Remaining Borrowing Capacity																																	0		120,500,000
Debt Instrument, Basis Spread on Variable Rate																																															3.00%
Line of Credit Facility, Current Borrowing Capacity	19,600,000																																5,100,000		135,000,000
Letters of Credit Outstanding, Amount																																	5,100,000	19,600,000	14,500,000
Debt Instrument, Term	5 years
Line of Credit Facility, Maximum Borrowing Capacity																																					50,000,000
Line of Credit Facility Increase in Maximum Borrowing Capacity																																				75,000,000
Senior Secured Leverage Ratio Requirement																																						4.00
Senior Secured Leverage Ratio Actual																																						1.89
Debt Issuance Cost	614,000	98,000	0					9,100,000				900,000		200,000	100,000				100,000								3,400,000	4,400,000	800,000	6,800,000
Write off of Deferred Debt Issuance Cost										2,300,000
Debt Instrument Payment Amortization Period													25 years							25 years
Number Of Golf Clubs Owned Or Leased	96																			1
Early Repayment of Debt									145,300,000
Long-term Debt, Gross	623,988,000	769,202,000		0	0	0	0			269,750,000	415,000,000		30,313,000	30,992,000						3,493,000	3,653,000			4,652,000		0					301,106,000	304,575,000
Interest Payable	21,111,000	20,029,000							5,900,000
Debt early redemption premium	14,525,000	0	0						14,500,000
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed									35.00%																																											105.00%	102.50%	100.00%
Debt Instrument, Redemption Price, Percentage									110.00%
Debt Instrument, Interest Rate, Stated Percentage				6.00%	6.00%	3.246%	0.00%			10.00%	10.00%		6.00%	6.00%						4.50%	4.50%					0.00%					4.00%	5.00%									4.50%	6.00%	4.25%	5.00%	5.00%	4.50%
Debt Instrument, Interest Rate, Stated Percentage upon completion of IPO																																											4.00%						3.00%
Minimum Required Proceeds from Initial Public Offering to amend debt																																							$ 150,000,000	$ 50,000,000
Debt Instrument, Interest Rate, Variable Percentage																																																4.50%	3.25%	3.75%	3.75%
Debt early payment penalty (Make-Whole Premium)										1.00%
Early payment penalty - additional interest Stated Rate										0.05%

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QUARTERLY RESULTS OF OPERATIONS QUARTERLY FINANCIAL INFORMATION DISCLOSURE (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended						4 Months Ended		12 Months Ended
	Sep. 03, 2013	Jun. 11, 2013	Mar. 19, 2013	Sep. 04, 2012	Jun. 12, 2012	Mar. 20, 2012	Dec. 31, 2013	Dec. 25, 2012	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
Quarterly Financial Information Disclosure [Abstract]
Revenue, Net	$ 194,835	$ 195,619	$ 155,060	$ 179,997	$ 186,056	$ 149,706	$ 269,566	$ 239,185	$ 815,080	$ 754,944	$ 719,962
Direct And Selling General And Administrative Expenses	176,653	171,851	145,836	163,564	164,560	142,913	259,547	221,485
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	(5,030)	7,118	(10,486)	(1,827)	(1,873)	(9,666)	(32,270)	(2,709)	(40,668)	(16,075)	(35,364)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	(5,034)	7,122	(10,491)	(12,398)	(1,817)	(9,726)	(32,277)	(3,051)	(40,680)	(26,992)	(35,622)
NET (LOSS) INCOME ATTRIBUTABLE TO CLUBCORP	$ (5,163)	$ 7,079	$ (10,450)	$ (12,413)	$ (1,984)	$ (9,713)	$ (32,358)	$ (3,165)	$ (40,892)	$ (27,275)	$ (36,197)
Earnings Per Share, Basic	$ (0.10)	$ 0.14	$ (0.21)	$ (0.25)	$ (0.04)	$ (0.19)	$ (0.52)	$ (0.06)	$ (0.75)	$ (0.54)	$ (0.72)
Earnings Per Share, Diluted	$ (0.10)	$ 0.14	$ (0.21)	$ (0.25)	$ (0.04)	$ (0.19)	$ (0.52)	$ (0.06)	$ (0.75)	$ (0.54)	$ (0.72)

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DEBT AND CAPITAL LEASES (Schedule of Long Term Debt maturities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 25, 2012
Debt Disclosure [Abstract]
Debt 2013	$ 1,714
Capital Leases, 2013	9,853
Total 2013	11,567
Debt 2014	4,730
Capital Leases, 2014	8,187
Total 2014	12,917
Debt 2015	4,568
Capital Leases 2015	4,994
Total 2015	9,562
Debt 2016	28,885
Capital Leases 2016	2,250
Total 2016	31,135
Debt 2017	270,080
Capital Leases, 2017	407
Total 2017	270,487
Debt Thereafter	314,011
Capital Leases Thereafter	0
Total Thereafter	314,011
Total Debt	623,988
Capital Leases	25,691	24,155
Long Term Debt and Capital Lease Obligations Current and Noncurrent	$ 649,679	$ 793,357

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CURRENT AND LONG-TERM LIABILITIES (Schedule of Other Long Term Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 25, 2012
Payables and Accruals [Abstract]
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	$ 56,105	$ 52,713
Deferred membership revenues	42,773	41,218
Casualty insurance loss reserves - long term portion	11,255	10,936
Above market lease intangibles	1,347	2,040
Deferred rent	22,716	19,127
Interest Payable	21,111	20,029
Other	2,637	2,975
Total other long-term liabilities	$ 157,944	$ 149,038

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GOODWILL AND INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill

Intangible assets consist of the following at December 31, 2013 and December 25, 2012:

		2013							2012
Asset	Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets with indefinite lives:
Trade names		$	24,850				$	24,850	$	24,850				$	24,850
Liquor Licenses		2,023					2,023		3,886					3,886
Intangible assets with finite lives:
Member Relationships	7 years	2,800		(2,547		)	253		19,068		(16,084		)	2,984
Management Contracts	9 years	598		(490		)	108		598		(421		)	177
Other	7 years	—		—			—		426		(365		)	61
Total		$	30,271	$	(3,037	)	$	27,234	$	48,828	$	(16,870	)	$	31,958
Goodwill		$	258,459				$	258,459	$	258,459				$	258,459

Schedule of Goodwill

The following table shows goodwill activity by reporting unit. No impairments have been recorded for either reporting unit.

	Golf & Country Clubs		Business, Sports & Alumni Clubs			Total
December 27, 2011	$	113,108	$	151,851		$	264,959
Loss on disposal - discontinued operations	$	—	$	(6,500	)	$	(6,500	)
December 25, 2012	$	113,108	$	145,351		$	258,459
December 31, 2013	$	113,108	$	145,351		$	258,459

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VARIABLE INTEREST ENTITIES (Schedule of Classification and Carrying Amounts of Variable Interest Entities Assets and Liabilities Net) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 25, 2012
Variable Interest Entity [Line Items]
Variable Interest Entities Assets	$ 11,604	$ 11,680
Variable Interest Entities Assets and Liabilities, Net	11,604	11,680
Current assets
Variable Interest Entity [Line Items]
Variable Interest Entities Assets	1,407	954
Fixed assets, net
Variable Interest Entity [Line Items]
Variable Interest Entities Assets	9,347	9,870
Other Assets [Member]
Variable Interest Entity [Line Items]
Variable Interest Entities Assets	850	856
Current liabilities
Variable Interest Entity [Line Items]
Variable Interest Entities Liabilities	1,644	1,294
Long-term debt
Variable Interest Entity [Line Items]
Variable Interest Entities Liabilities	13,157	13,408
Other long-term liabilities
Variable Interest Entity [Line Items]
Variable Interest Entities Liabilities	20,060	19,419
Noncontrolling interest
Variable Interest Entity [Line Items]
Variable Interest Entities Assets and Liabilities, Net	5,955	6,260
Company capital
Variable Interest Entity [Line Items]
Variable Interest Entities Assets and Liabilities, Net	$ (29,212)	$ (28,701)

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SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

SEGMENT INFORMATION

SEGMENT INFORMATION

We currently have two reportable segments: (1) golf and country clubs and (2) business, sports and alumni clubs. These segments are managed separately and discrete financial information is reviewed regularly by the chief operating decision maker to evaluate performance and allocate resources. Our chief operating decision maker is our Chief Executive Officer.

Golf and country club operations consist of private country clubs, golf clubs and public golf facilities. Private country clubs provide at least one 18-hole golf course and various other recreational amenities that are open to members and their guests. Golf clubs provide both private and public golf play and usually offer fewer other recreational amenities. Public golf facilities are open to the public and generally provide the same services as golf clubs.

Business, sports and alumni club operations consist of business clubs, business/sports clubs, sports clubs and alumni clubs. Business clubs provide a setting for dining, business or social entertainment. Sports clubs provide a variety of recreational facilities and business/sports clubs provide a combination of the amenities available at business clubs and sports clubs. Alumni clubs provide the same amenities as business clubs while targeting alumni and staff of universities.

We also disclose other (“Other”), which consists of other business activities including ancillary revenues related to alliance arrangements, a portion of the revenue associated with upgrade offerings, reimbursements for certain costs of operations at managed clubs, amortization of certain proceeds received from mineral lease and surface right agreements, corporate overhead expenses, and shared services. Other also includes corporate assets such as cash, goodwill, intangible assets, and loan origination fees.

We evaluate segment performance and allocate resources based on Segment EBITDA. Segment EBITDA differs from Adjusted EBITDA which is used in calculating the Company's compliance with debt covenants. We define Segment EBITDA as net income before discontinued operations, interest and investment income, interest expense, income taxes, gain or loss on disposal, acquisition and impairment of assets and depreciation and amortization. Additionally, the following items are excluded to determine Segment EBITDA:

• translation gains and losses;

• proceeds from business interruption insurance;

• severance payments;

• expenses and adjustments related to accruals for unclaimed property settlements;

• management fees, termination fee and expenses paid to an affiliate of KSL;

• acquisition costs;

• amortization of step-up in certain equity method investments;

• expenses related to the November 30, 2010 reorganization (“ClubCorp Formation”);

• expenses related to adjustments in accruals for certain environmental compliance obligations incurred prior to 2011;

• expenses related to adjustments in accruals for certain property tax increases prior to 2011;

• expenses related to an arbitration award arising out of a dispute related to a series of agreements first entered into in 1999 related to the acquisition and development of a golf course property;

• expenses accrued under our long-term incentive plan;

• equity-based compensation expense;

• expenses related to debt amendments; and

• certain other incidental expenses.

Segment EBITDA for all periods presented has been calculated using this definition. Segment EBITDA should not be construed as an alternative to, or a better indicator of, operating income or loss, is not based on GAAP and is not necessarily a measure of our cash flows or ability to fund our cash needs. Our measurements of Segment EBITDA may not be comparable to similarly titled measures reported by other companies.

The table below shows summarized financial information by segment for continuing operations for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011:

	2013			2012			2011
Golf and Country Clubs
Revenues	$	627,317		$	583,523		$	550,898
Segment EBITDA	179,242			166,327			151,554
Total Assets	1,254,988			1,222,966
Capital Expenditures	47,546			47,283			48,326
Business, Sports and Alumni Clubs
Revenues	$	180,430		$	174,344		$	171,328
Segment EBITDA	34,735			34,373			32,606
Total Assets	90,078			79,678
Capital Expenditures	18,641			14,198			10,564
Other
Revenues	$	13,512		$	3,641		$	4,982
Segment EBITDA	(39,044		)	(35,184		)	(30,058		)
Total Assets	391,151			417,903
Capital Expenditures	5,428			3,766			4,253
Elimination of intersegment revenues	$	(6,179	)	$	(6,564	)	$	(7,246	)
Total
Revenues	$	815,080		$	754,944		$	719,962
Segment EBITDA	174,933			165,516			154,102
Total Assets	1,736,217			1,720,547
Capital Expenditures	71,615			65,247			63,143

The following table presents revenue and long-lived assets by geographical region, excluding financial instruments. Foreign operations are primarily located in Mexico.

	2013		2012		2011
Revenues
United States	$	808,208	$	748,124	712,636
All Foreign	6,872		6,820		7,326
Total	$	815,080	$	754,944	$	719,962
	2013		2012
Long-Lived Assets
United States	$	1,517,823	$	1,505,389
All Foreign	26,717		27,203
Total	$	1,544,540	$	1,532,592

The table below provides a reconciliation of our Segment EBITDA to loss from continuing operations before income taxes for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011:

	2013			2012			2011
Total Segment EBITDA	$	174,933		$	165,516		$	154,102
Interest and investment income	345			1,212			138
Interest expense	(83,669		)	(89,369		)	(84,746		)
Loss on extinguishment of debt	(16,856		)	—			—
Loss on disposals and impairment of assets	(14,502		)	(15,687		)	(10,772		)
Depreciation and amortization	(72,073		)	(78,286		)	(93,035		)
Foreign currency transaction gain (loss)	40			(126		)	(554		)
Business interruption insurance	—			309			—
Severance payments	(272		)	(360		)	(431		)
Management fees, termination fee and expenses paid to an affiliate of KSL	(5,862		)	(1,141		)	(1,255		)
Acquisition costs	(1,211		)	(837		)	(1,629		)
Amortization of step-up in certain equity method investments	(2,008		)	(2,027		)	(2,048		)
ClubCorp Formation costs	—			(51		)	(2,087		)
Environmental compliance costs	(265		)	(27		)	(454		)
Property tax increases prior to 2011	—			—			(2,655		)
Arbitration award	—			—			(3,968		)
Long term incentive plan	(1,921		)	(1,661		)	(1,661		)
Debt amendment costs	(614		)	(98		)	—
Equity-based compensation expense	(14,217		)	—			—
Other	(835		)	(970		)	(730		)
Loss from continuing operations before income taxes	$	(38,987	)	$	(23,603	)	$	(51,785	)

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SUBSEQUENT EVENTS (Notes)

12 Months Ended

Dec. 31, 2013

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

On January 17, 2014, and on February 7, 2014, we granted 103,886 and 111,589 shares of restricted stock respectively to certain participants under the Stock Plan. Under the terms of the grants, the restrictions will be removed upon satisfaction of time vesting requirements.

On February 7, 2014, we granted 111,610 shares of performance restricted stock units to certain participants under the Stock Plan. Under the terms of the grants, the performance restricted stock units will convert into shares of our common stock upon satisfaction of (i) time vesting requirements and (ii) performance based requirements. The number of performance restricted stock units issued under these grants represents the target number of such units that may be earned, based on the Company's total shareholder return over the applicable performance periods compared with a peer group. If more than the target number of performance restricted stock units vest at the end of a performance period because the Company’s total shareholder return exceeds certain percentile thresholds of the peer group, additional shares will be issued under the Stock Plan at that time. 

On March 3, 2014, ClubCorp acquired Prestonwood Country Club, comprised of two properties, The Creek in Dallas, Texas and The Hills in nearby Plano, Texas, with a purchase price of $11.2 million for net cash consideration of $10.9 million. We are in the process of finalizing our purchase price allocations, which are subject to change until our information is finalized, no later than twelve months from the acquisition date.

On March 15, 2014, one third of the then outstanding RSUs, as described in Note 2, were converted into shares of our common stock as the required time period following our IPO was satisfied and the liquidity vesting requirement was met.

On March 18, 2014, we declared a cash dividend of $7.7 million, or $0.12 per share of common stock, to the owners of our common stock. This dividend will be paid on April 15, 2014.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Property and Equipment Useful Lives) (Details)	12 Months Ended
	Dec. 31, 2013
Depreciable land improvements | Minimum
Property, Plant and Equipment [Line Items]
Useful life (years)	5 years
Depreciable land improvements | Maximum
Property, Plant and Equipment [Line Items]
Useful life (years)	20 years
Building and recreational facilities | Minimum
Property, Plant and Equipment [Line Items]
Useful life (years)	20 years
Building and recreational facilities | Maximum
Property, Plant and Equipment [Line Items]
Useful life (years)	40 years
Machinery and equipment | Minimum
Property, Plant and Equipment [Line Items]
Useful life (years)	3 years
Machinery and equipment | Maximum
Property, Plant and Equipment [Line Items]
Useful life (years)	10 years
Leasehold improvements | Minimum
Property, Plant and Equipment [Line Items]
Useful life (years)	1 year
Leasehold improvements | Maximum
Property, Plant and Equipment [Line Items]
Useful life (years)	40 years
Furniture and fixtures | Minimum
Property, Plant and Equipment [Line Items]
Useful life (years)	3 years
Furniture and fixtures | Maximum
Property, Plant and Equipment [Line Items]
Useful life (years)	10 years

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SEGMENT INFORMATION (Tables)

12 Months Ended

Dec. 31, 2013

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The table below shows summarized financial information by segment for continuing operations for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011:

	2013			2012			2011
Golf and Country Clubs
Revenues	$	627,317		$	583,523		$	550,898
Segment EBITDA	179,242			166,327			151,554
Total Assets	1,254,988			1,222,966
Capital Expenditures	47,546			47,283			48,326
Business, Sports and Alumni Clubs
Revenues	$	180,430		$	174,344		$	171,328
Segment EBITDA	34,735			34,373			32,606
Total Assets	90,078			79,678
Capital Expenditures	18,641			14,198			10,564
Other
Revenues	$	13,512		$	3,641		$	4,982
Segment EBITDA	(39,044		)	(35,184		)	(30,058		)
Total Assets	391,151			417,903
Capital Expenditures	5,428			3,766			4,253
Elimination of intersegment revenues	$	(6,179	)	$	(6,564	)	$	(7,246	)
Total
Revenues	$	815,080		$	754,944		$	719,962
Segment EBITDA	174,933			165,516			154,102
Total Assets	1,736,217			1,720,547
Capital Expenditures	71,615			65,247			63,143

The following table presents revenue and long-lived assets by geographical region, excluding financial instruments. Foreign operations are primarily located in Mexico.

	2013		2012		2011
Revenues
United States	$	808,208	$	748,124	712,636
All Foreign	6,872		6,820		7,326
Total	$	815,080	$	754,944	$	719,962
	2013		2012
Long-Lived Assets
United States	$	1,517,823	$	1,505,389
All Foreign	26,717		27,203
Total	$	1,544,540	$	1,532,592

The table below provides a reconciliation of our Segment EBITDA to loss from continuing operations before income taxes for the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011:

	2013			2012			2011
Total Segment EBITDA	$	174,933		$	165,516		$	154,102
Interest and investment income	345			1,212			138
Interest expense	(83,669		)	(89,369		)	(84,746		)
Loss on extinguishment of debt	(16,856		)	—			—
Loss on disposals and impairment of assets	(14,502		)	(15,687		)	(10,772		)
Depreciation and amortization	(72,073		)	(78,286		)	(93,035		)
Foreign currency transaction gain (loss)	40			(126		)	(554		)
Business interruption insurance	—			309			—
Severance payments	(272		)	(360		)	(431		)
Management fees, termination fee and expenses paid to an affiliate of KSL	(5,862		)	(1,141		)	(1,255		)
Acquisition costs	(1,211		)	(837		)	(1,629		)
Amortization of step-up in certain equity method investments	(2,008		)	(2,027		)	(2,048		)
ClubCorp Formation costs	—			(51		)	(2,087		)
Environmental compliance costs	(265		)	(27		)	(454		)
Property tax increases prior to 2011	—			—			(2,655		)
Arbitration award	—			—			(3,968		)
Long term incentive plan	(1,921		)	(1,661		)	(1,661		)
Debt amendment costs	(614		)	(98		)	—
Equity-based compensation expense	(14,217		)	—			—
Other	(835		)	(970		)	(730		)
Loss from continuing operations before income taxes	$	(38,987	)	$	(23,603	)	$	(51,785	)

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Dec. 31, 2013	Dec. 25, 2012
Statement of Financial Position [Abstract]
Receivables, allowances	$ 3,666,000	$ 2,626,000
Property and equipment, net, related to VIEs	9,347,000	9,870,000
Notes receivable, allowances	724,000	563,000
Long-term debt, related to VIEs	13,157,000	13,408,000
Variable Interest Entity, Consolidated, Carrying Amount, Other Long Term Liabilities	$ 21,333	$ 20,220
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	63,789,730	50,569,730
Common stock, shares outstanding (in shares)	63,789,730	50,569,730

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SCHEDULE I PARENT COMPANY ONLY FINANCIAL STATEMENTS PARENT COMPANY ONLY FOOTNOTES (Details) (USD $) In Thousands, except Share data, unless otherwise specified	0 Months Ended	1 Months Ended	3 Months Ended	12 Months Ended					12 Months Ended		3 Months Ended	0 Months Ended	1 Months Ended	0 Months Ended
	Sep. 07, 2013	Sep. 25, 2013	Jun. 12, 2012	Dec. 31, 2013	Aug. 02, 2013	Dec. 25, 2012	Mar. 15, 2012	Nov. 10, 2010	Dec. 25, 2012 RSUs 2012 Stock Award Plan	Dec. 31, 2013 RSUs 2012 Stock Award Plan	Mar. 25, 2014 Subsequent Event [Member]	Feb. 07, 2014 Subsequent Event [Member] RSUs 2012 Stock Award Plan	Jan. 17, 2014 Subsequent Event [Member] RSUs 2012 Stock Award Plan	Feb. 07, 2014 Subsequent Event [Member] Performance Shares [Member] 2012 Stock Award Plan
Parent Company Only Footnotes [Line Items]
Common stock, shares issued (in shares)		13,200,000		63,789,730		50,569,730
Proceeds from Issuance, initial public offering, net of expenses				$ 168,901
Common stock, shares authorized (in shares)				200,000,000	200,000,000	200,000,000	2,000,000	1,000
Stockholders' Equity Note, Stock Split, Conversion Ratio	1.0113946		1,000.0000000	50
Units outstanding, net of forfeitures										613,963
Units granted									12,552			111,589	103,886	111,610
Common stock, par value (in dollars per share)				$ 0.01		$ 0.01		$ 0.01
Stock Issued During Period, Shares, Restricted Stock Award, Gross		20,000
Distributions declared, but unpaid				$ 7,654							$ 7,700
Common Stock, Dividends, Per Share, Declared				$ 0.12							$ 0.12

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VARIABLE INTEREST ENTITIES

12 Months Ended

Dec. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES

Consolidated VIEs include three managed golf course properties and certain realty interests which we define as “Non-Core Development Entities”. We have determined we are the primary beneficiary of these VIEs as we have the obligation to absorb the majority of losses from and direct activities of these operations. One of these managed golf course property VIEs is financed through a loan payable of $1.1 million collateralized by assets of the entity totaling $3.9 million as of December 31, 2013. The other managed golf course property VIEs are financed through advances from us. Outstanding advances as of December 31, 2013 total $3.6 million compared to recorded assets of $6.8 million.

The VIE related to certain Non‑Core Development Entities is financed through notes which are payable through cash proceeds related to the sale of certain real estate held by the Non‑Core Development Entities.

 The following summarizes the carrying amount and classification of the VIEs’ assets and liabilities in the consolidated balance sheets as of December 31, 2013 and December 25, 2012, net of intercompany amounts:

	2013			2012
Current assets	$	1,407		$	954
Fixed assets, net	9,347			9,870
Other assets	$	850		$	856
Total assets	$	11,604		$	11,680
Current liabilities	$	1,644		$	1,294
Long-term debt	13,157			13,408
Other long-term liabilities	20,060			19,419
Noncontrolling interest	5,955			6,260
Company capital	(29,212		)	(28,701		)
Total liabilities and equity	$	11,604		$	11,680

Recourse of creditors to these VIEs is limited to the assets of the VIE entities, which total $11.6 million and $11.7 million at December 31, 2013 and December 25, 2012, respectively.

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GOODWILL AND INTANGIBLE ASSETS (Schedule of Intangible Assets and Goodwill) (Details) (USD $) In Thousands, unless otherwise specified				12 Months Ended		12 Months Ended		12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011	Dec. 31, 2013 Member Relationships	Dec. 25, 2012 Member Relationships	Dec. 31, 2013 Management Contracts	Dec. 25, 2012 Management Contracts	Dec. 31, 2013 Other	Dec. 25, 2012 Other	Dec. 31, 2013 Trade names	Dec. 25, 2012 Trade names	Dec. 31, 2013 Liquor Licenses	Dec. 25, 2012 Liquor Licenses
Indefinite Lived and Finite-Lived Intangible Assets [Line Items]
Intangible assets with indefinite lives										$ 24,850	$ 24,850	$ 2,023	$ 3,886
Finite-Lived Intangible Asset, Useful Life				7 years		9 years		7 years
Intangible assets with finite lives				2,800	19,068	598	598	0	426
Accumulated Amortization	(3,037)	(16,870)		(2,547)	(16,084)	(490)	(421)	0	(365)
Intangible Assets, Net (Excluding Goodwill)	27,234	31,958
Total				253	2,984	108	177	0	61
Intangible Assets Gross	30,271	48,828
Goodwill	$ 258,459	$ 258,459	$ 264,959

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EARNINGS PER SHARE (Details) (USD $) In Thousands, except Share data, unless otherwise specified	0 Months Ended	3 Months Ended	12 Months Ended							12 Months Ended	0 Months Ended	12 Months Ended
	Sep. 07, 2013	Jun. 12, 2012	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011	Aug. 02, 2013	Mar. 15, 2012	Dec. 28, 2010	Nov. 10, 2010	Dec. 31, 2013 Principal Owner [Member]	Aug. 30, 2013 Parent Company [Member]	Dec. 31, 2013 Parent Company [Member]	Dec. 25, 2012 Parent Company [Member]	Dec. 27, 2011 Parent Company [Member]
Distributions to owners [Line Items]
Payments of Capital Distribution			$ 35,000	$ 0	$ 0					$ 35,000	$ 35,000		$ 0	$ 0
Distributions declared, but unpaid			$ 7,654									$ 7,654	$ 0	$ 0
Common Stock, Dividends, Per Share, Declared			$ 0.12
Common stock, shares outstanding (in shares)	50,569,730		63,789,730	50,569,730	50,569,730			50,569,730
Common stock, par value (in dollars per share)			$ 0.01	$ 0.01					$ 0.01
Common stock, shares authorized (in shares)			200,000,000	200,000,000		200,000,000	2,000,000		1,000
Stockholders' Equity Note, Stock Split, Conversion Ratio	1.0113946	1,000.0000000	50

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INCOME TAXES (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2013	Dec. 25, 2012	Dec. 27, 2011
Operating Loss Carryforwards [Line Items]
Unrecognized Tax Benefits	$ 56,105,000	$ 52,713,000
Federal statutory rate	35.00%
Valuation allowance	(10,916,000)	(10,474,000)
Benefit to effective tax rate on all uncertain tax positions	44,000,000
Foreign
Operating Loss Carryforwards [Line Items]
Number of jurisdictions	2
Other long-term liabilities
Operating Loss Carryforwards [Line Items]
Unrecognized Tax Benefits	56,100,000	52,700,000
Income tax expense
Operating Loss Carryforwards [Line Items]
Interest expense and penalties net of tax	$ 4,100,000	$ 3,700,000	$ 3,400,000

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SCHEDULE I PARENT COMPANY ONLY FINANCIAL STATEMENTS SCHEDULE I (Notes)

12 Months Ended

Dec. 31, 2013

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Financial Information of Parent Company Only Disclosure [Text Block]

Schedule I - Registrant’s Condensed Financial Statements

ClubCorp Holdings, Inc.

Registrant Only Financial Statements

Condensed Statements of Operations and Comprehensive Loss

For the Fiscal Years EndedDecember 31, 2013, December 25, 2012 and December 27, 2011

(In thousands)

	2013			2012			2011
Equity in net loss of subsidiaries	$	(40,892	)	$	(27,275	)	$	(36,197	)
NET LOSS	(40,892		)	(27,275		)	(36,197		)
NET LOSS ATTRIBUTABLE TO CLUBCORP HOLDINGS, INC.	$	(40,892	)	$	(27,275	)	$	(36,197	)
NET LOSS	(40,892		)	(27,275		)	(36,197		)
Equity in other comprehensive (loss) income of subsidiaries	(398		)	1,890			(2,105		)
COMPREHENSIVE LOSS	(41,290		)	(25,385		)	(38,302		)
COMPREHENSIVE LOSS ATTRIBUTABLE TO CLUBCORP HOLDINGS, INC.	$	(41,290	)	$	(25,385	)	$	(38,302	)

ClubCorp Holdings, Inc.

Registrant Only Financial Statements

Condensed Balance Sheets

As of December 31, 2013 and December 25, 2012

(In thousands, except share and per share amounts)

	2013			2012
ASSETS
Investment in subsidiaries	$	234,827		$	132,517
TOTAL ASSETS	$	234,827		$	132,517
LIABILITIES AND EQUITY
Distributions to owners declared, but unpaid	7,654			—
TOTAL LIABILITIES	$	7,654		$	—
EQUITY
Common stock of ClubCorp Holdings, Inc., $0.01 par value, 200,000,000 shares authorized; 63,789,730 and 50,569,730 issued and outstanding at December 31, 2013 and December 25, 2012, respectively	638			506
Additional paid-in capital	320,274			184,460
Retained deficit	(93,739		)	(52,449		)
Total stockholders’ equity	227,173			132,517
Total equity	227,173			132,517
TOTAL LIABILITIES AND EQUITY	$	234,827		$	132,517

ClubCorp Holdings, Inc.

Registrant Only Financial Statements

Condensed Statements of Cash Flows

For the Fiscal Years EndedDecember 31, 2013, December 25, 2012 and December 27, 2011

(In thousands)

	2013			2012			2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(40,892	)	$	(27,275	)	$	(36,197	)
Adjustments to reconcile net (loss) income to cash flows from operating activities:
Equity in net loss of subsidiary	40,892			27,275			36,197
Net cash provided by operating activities	—			—			—
CASH FLOWS FROM INVESTING ACTIVITIES:
Contribution from subsidiary	35,000			—			—
Distribution to subsidiary	(173,250		)	—			—
Net cash used in investing activities	(138,250		)	—			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution to owners	(35,000		)	—			—
Proceeds from issuance of common stock in Holdings' initial public offering, net of underwriting discounts and commissions	173,250			—			—
Net cash provided by financing activities	138,250			—			—
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	—			—			—
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD	—			—			—
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	—		$	—		$	—
Non-cash investing and financing activities are as follows:
Distribution declared payable to owners	$	7,654		$	—		$	—
Distribution related to utilization of certain deferred tax benefits recorded in connection with the ClubCorp Formation	$	4,518		$	—		$	—

Notes to Condensed Registrant Only Financial Statements

1. ORGANIZATION

ClubCorp Holdings, Inc. (“Holdings”) and its wholly owned subsidiaries CCA Club Operations Holdings, LLC (“Operations' Parent”) and ClubCorp Club Operations, Inc. (“Operations”, and together with Holdings and Operations' Parent, “ClubCorp”) were formed on November 10, 2010, as part of a reorganization of ClubCorp, Inc. (“CCI”), which was effective as of November 30, 2010, for the purpose of operating and managing golf, country, business, sports and alumni clubs.

Holdings is a wholly owned subsidiary of Fillmore CCA Investment, LLC (“Fillmore”), which is wholly owned by an affiliate of KSL Capital Partners, LLC (“KSL”), a private equity fund that invests primarily in the hospitality and leisure business. On September 25, 2013, Holdings completed an initial public offering (our “IPO”) in which we sold 13,200,000 shares of common stock. The offering generated net proceeds to Holdings of approximately $168.9 million after deducting underwriting discounts and commissions and equity-offering costs. Holdings subsequently contributed the net proceeds to Operations.

Holdings has no operations or significant assets or liabilities other than its investment in Operations' Parent and Operations. Accordingly, Holdings is dependent upon distributions from Operations' Parent and Operations to fund its obligations. However, Operations' Parent's and Operations’ ability to pay dividends or lend to Holdings is limited under the terms of our various debt agreements.

2. BASIS OF PRESENTATION

The accompanying condensed financial statements (registrant only) include the accounts of Holdings and its investment in Operations' Parent and Operations accounted for in accordance with the equity method, and do not present the financial statements of Holdings and its subsidiaries on a consolidated basis. These registrant only condensed financial statements should be read in conjunction with the ClubCorp Holdings, Inc. consolidated financial statements.

In connection with the ClubCorp Formation, Holdings was formed on November 10, 2010, with 1,000 shares authorized and issued, with a par value of $0.01. On March 15, 2012, Holdings' articles of incorporation were amended to authorize 2,000,000 shares and Holdings effected a 1,000 for 1 forward stock split. On August 2, 2013, Holdings' articles of incorporation were further amended to authorize 200,000,000 shares and Holdings effected a 50 for 1 forward stock split. On September 6, 2013, Holdings effected a 1.0113946 for 1 forward stock split.

3. RESTRICTED STOCK UNITS

On April 1, 2012, Holdings granted 12,552 Restricted stock units (“RSUs”) to certain executives under the ClubCorp Holdings, Inc. 2012 Stock Award Plan, which was amended and restated as of August 14, 2013 (the “Stock Plan”), and allows the holders to receive and maintain an interest in ClubCorp, which interest may be measured by the value of the common stock of Holdings. The RSUs vest based on satisfaction of both a time condition subject to the holders' continued employment and a liquidity condition. The time condition is satisfied with respect to one-third of the RSUs on each of the first three anniversaries of the grant date, subject to the holder remaining employed by us. The liquidity condition is satisfied upon the earlier of a change of control (as defined in the Stock Plan) or after a period of time following the effective date of an initial public offering by us.

On March 15, 2014, the required time period following our IPO was satisfied and the liquidity vesting requirement was met, at which time one third of the RSUs granted were converted into shares of our common stock. The remaining RSUs will convert into shares of our common stock upon satisfaction of the remaining time vesting requirements. After giving effect to the 50 for 1 forward stock split and the 1.0113946 for 1 forward stock split (described in Note 2), 613,963 RSUs remain outstanding as of December 31, 2013.

On September 25, 2013, 20,000 shares of restricted common stock, which vest after one year, were issued under the Stock Plan to certain of ClubCorp's directors. No other equity-based awards were granted during the fiscal year ended December 31, 2013.

4. SUBSEQUENT EVENT

On January 17, 2014, and on February 7, 2014, we granted 103,886 and 111,589 shares of restricted stock respectively to certain participants under the Stock Plan. Under the terms of the grants, the restrictions will be removed upon satisfaction of time vesting requirements.

On February 7, 2014, we granted 111,610 shares of performance restricted stock units to certain participants under the Stock Plan. Under the terms of the grants, the performance restricted stock units will convert into shares of our common stock upon satisfaction of (i) time vesting requirements and (ii) performance based requirements. The number of performance restricted stock units issued under these grants represents the target number of such units that may be earned, based on the Company's total shareholder return over the applicable performance periods compared with a peer group. If more than the target number of performance restricted stock units vest at the end of a performance period because the Company’s total shareholder return exceeds certain percentile thresholds of the peer group, additional shares will be issued under the Stock Plan at that time. 

On March 15, 2014, one third of the then outstanding RSUs, as described in Note 2, were converted into shares of our common stock as the required time period following our IPO was satisfied and the liquidity vesting requirement was met.

On March 18, 2014, we declared a cash dividend of $7.7 million, or $0.12 per share of common stock, to the owners of our common stock. This dividend will be paid on April 15, 2014.

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INCOME TAXES (Schedule of Deferred Tax Assets and Liabilities) (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2013	Dec. 25, 2012
Deferred tax assets:
Federal tax net operating loss carryforwards	$ 9,089	$ 8,045
State and foreign tax net operating loss carryforwards	11,417	11,102
Membership deferred revenue	51,568	48,041
Reserves and accruals	19,902	17,422
Texas tax credit	3,162	2,930
Suspended losses	0	11,272
Deferred Tax Assets, Capital Loss Carryforwards	6,723	0
Straight-line rent	8,650	7,321
Other	18,942	17,663
Total gross deferred tax assets	129,453	123,796
Valuation allowance	(10,916)	(10,474)
Deferred tax liabilities:
Discounts on membership initiation deposits and acquired notes	(150,905)	(151,538)
Property and equipment	(155,424)	(145,989)
Deferred revenue	(1,920)	(1,872)
Intangibles	(10,541)	(11,435)
Other	(333)	(2,382)
Total gross deferred tax liabilities	(319,123)	(313,216)
Net deferred tax liability	(200,586)	(199,894)
Reported as:
Current portion-deferred tax asset, net	10,403	7,896
Long-term deferred tax liability, net	$ (210,989)	$ (207,790)

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LEASES (Tables)

12 Months Ended

Dec. 31, 2013

Leases [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases and Lease Payments for Capital Leases

Future minimum lease payments for each of the next five years and thereafter required at December 31, 2013 under operating leases for land, buildings and recreational facilities with initial non-cancelable lease terms in excess of one year are as follows:

Year	Capital Leases		Operating Leases
2014	$	11,399	$	19,953
2015	8,980		19,295
2016	5,322		17,155
2017	2,357		16,096
2018	404		14,655
Thereafter	—		107,022
Minimum lease payments	$	28,462	$	194,176
Less: imputed interest component	2,771
Present value of net minimum lease payments of which $9.9 million is included in current liabilities	$	25,691

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CLUB ACQUISITIONS, CLUB DISPOSITIONS AND DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

CLUB ACQUISITIONS, CLUB DISPOSITIONS AND DISCONTINUED OPERATIONS

CLUB ACQUISITIONS, CLUB DISPOSITIONS AND DISCONTINUED OPERATIONS

Club Acquisitions

Assets and liabilities from business combinations were recorded on our consolidated balance sheets at fair value at the date of acquisition. The results of operations of such businesses have been included in the consolidated statements of operations since their date of acquisition.

Chantilly National Golf & Country Club—On December 17, 2013, we acquired Chantilly National Golf & Country Club, a private country club located in Centreville, Virginia, in exchange for net cash consideration of $4.8 million. We recorded the following major categories of assets and liabilities, which are subject to change until our information is finalized, no later than twelve months from the acquisition date:

Depreciable land improvements, property and equipment	$	5,171
Inventory	103
Other current liabilities	(25		)
Other long-term liabilities	(180		)
Long-term debt	(234		)
Total	$	4,835

Cherry Valley Country Club—On June 18, 2013, we acquired Cherry Valley Country Club, a private country club located in Skillman, New Jersey, in exchange for net cash consideration of $5.6 million. We recorded the following major categories of assets and liabilities:

Depreciable land improvements, property and equipment	$	5,976
Prepaid assets	121
Inventory	179
Long-term debt	(311		)
Other liabilities	(408		)
Total	$	5,557

Oak Tree Country Club—On May 22, 2013, we acquired Oak Tree Country Club, a private country club located in Edmond, Oklahoma, in exchange for net cash consideration of $5.2 million. We assumed debt of $5.0 million in connection with the acquisition. We recorded the following major categories of assets and liabilities:

Land, property and equipment	$	12,108
Receivables, prepaid assets and other assets	662
Inventory	233
Current maturities of long-term debt	(468		)
Long-term debt	(4,486		)
Deferred tax liability	(722		)
Membership initiation deposits and other liabilities	(2,099		)
Total	$	5,228

Hartefeld National Golf Club—On April 18, 2012, we acquired Hartefeld National Golf Club, a private country club located in Avondale, Pennsylvania. We recorded the following major categories of assets and liabilities in exchange for consideration of $3.6 million:

Land, depreciable land improvements, property and equipment	$	3,999
Prepaid real estate taxes	31
Inventory	112
Deferred revenue and other liabilities	(572		)
Total	$	3,570

Long Island Clubs—On June 7, 2011, ClubCorp acquired three properties located in Long Island, New York. The properties include Hamlet Golf and Country Club which is a private golf club, and Wind Watch Golf and Country Club and Willow Creek Golf and Country Club which are semi-private golf clubs. We recorded the following major categories of assets and liabilities in exchange for total consideration of $18.8 million:

Land, property and equipment	$	20,223
Prepaid real estate taxes	487
Inventory	197
Deferred revenue and other liabilities	(2,131		)
Total	$	18,776

Canterwood Golf & Country Club—On August 9, 2011, ClubCorp acquired Canterwood Golf and Country Club, a private golf club property located in Gig Harbor, Washington. We recorded the following major categories of assets and liabilities in exchange for consideration of $4.0 million:

Land, property and equipment	$	4,003
Inventory and other current assets	149
Deferred revenue and other liabilities	(171		)
Total	$	3,981

There was no goodwill recorded on any of the purchase transactions listed above.

     Revenues and operating income associated with clubs acquired during the fiscal years endedDecember 31, 2013, December 25, 2012 and December 27, 2011, were as follows for each year.

	2013		2012		2011
Revenues	$	34,751	$	22,175	$	10,079
Operating income (loss)	$	538	$	705	$	(620	)

The pro forma information related to these acquisitions is not material to our historical results of operations.

Club Dispositions

Clubs may be divested when we determine they will be unable to provide a positive contribution to cash flows from operations in future periods and/or when they are determined to be non-strategic holdings for the Company. Gains from divestitures are recognized in the period in which operations cease and losses are recognized when we determine that the carrying value is not recoverable and exceeds fair value.

Glendale Racquet Club, Inc.—On September 27, 2012, we sold certain assets and liabilities of Glendale Racquet Club, Inc., a sports club located in Milwaukee, Wisconsin, to an unrelated third party for $5.9 million. The sale resulted in a pre-tax loss of $11.1 million recorded in the fiscal year endedDecember 25, 2012 including a $6.5 million loss recognized for goodwill allocated to this entity. See Note 7. These losses are included in loss from discontinued operations in the consolidated statements of operations and comprehensive loss.

We discontinued one additional business, sports and alumni club and one golf management contract in the fiscal year endedDecember 25, 2012 for a pre-tax gain of $0.1 million. In conjunction with the discontinued golf management contract, we recorded impairment of liquor licenses of $0.1 million. See Note 7. We discontinued two business, sports and alumni clubs and one golf management contract for a pre-tax loss of $0.0 million during the fiscal year endedDecember 27, 2011.

We did not discontinue any clubs in the fiscal year endedDecember 31, 2013.

There were no assets held for sale at December 31, 2013 or December 25, 2012.

Discontinued Club Operations

Operations of the clubs that have been disposed along with the held for sale property were reclassified to discontinued operations on the consolidated statements of operations. Summarized financial information for these clubs is as follows:

	2013			2012			2011
Revenues	$	—		$	3,759		$	7,387
Operating expenses, excluding loss on disposals and impairments of assets	(10		)	(3,658		)	(7,152		)
Gain (loss) on disposals and impairments of assets	1			(11,448		)	(126		)
Interest expense	—			(2,239		)	(215		)
Loss from discontinued club operations, before taxes	(9		)	(13,586		)	(106		)
Income tax (expense) benefit	(3		)	2,669			(152		)
Net income (loss) from discontinued clubs	$	(12	)	$	(10,917	)	$	(258	)