EX-10.24 7 cch-20131231xex1024.htm EXHIBIT 10.24 CCH-2013.12.31-EX10.24

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 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 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


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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



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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



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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


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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



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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




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