Exhibit 2 THE SPORTS CLUB COMPANY, INC. 11100 SANTA MONICA BLVD., SUITE 300 LOS ANGELES, CA 90025Investment Terms • July 1st, 1997 • Millennium Partners LLC • Services-membership sports & recreation clubs
Reference is made to the Letter Agreement dated March 13, 1997 (the "Letter Agreement"), pursuant to which Millennium Entertainment Partners, L.P. has agreed to acquire an equity ownership interest in the Sports Club Company, Inc. ("SCC") for an aggregate purchase price (the "Purchase Price") of ten million dollars ($10,000,000.00) as provided therein, and SCC will acquire, as part of the Purchase Price, certain interests in Reebok Sports Club/NY, Ltd. (the "Partnership"). Capitalized terms used but not defined herein shall have the meaning set forth in the Letter Agreement. The parties have agreed, notwithstanding the terms of Paragraph 14(k) of the Letter Agreement, to extend the term of the Letter Agreement and to effect the Closing on or about June 12, 1997. In addition, the Schedules delivered by SCC to Millennium pursuant to the Letter Agreement are amended as set forth in the Schedules attached hereto, and Millennium consents to the changes reflected therein.
Exhibit 3 AGREEMENT OF TRANSFER AND RECEIPT Millennium Entertainment Partners, L.P. ("MEP") hereby transfers, sells and assigns to Millennium Partners LLC ("MP") 1,052,632 shares (the "Shares") of The Sports Club Company, Inc., in exchange for...Agreement of Transfer and Receipt • July 1st, 1997 • Millennium Partners LLC • Services-membership sports & recreation clubs
Millennium Entertainment Partners, L.P. ("MEP") hereby transfers, sells and assigns to Millennium Partners LLC ("MP") 1,052,632 shares (the "Shares") of The Sports Club Company, Inc., in exchange for $5,000,000 cash, payable at the direction of MEP, receipt of which is hereby acknowledged. Each of MEP and MP agree to execute and deliver such other documents, stock powers, authorizations and agreements as may be necessary to complete the registration of the transfer of the Shares to MP.
C1670 VIA FACSIMILE: ORIGINAL BY COURIER Millennium Entertainment Partners, L.P. 1995 Broadway, 3rd Floor New York, New York 10025 Attention: Brian J. Collins Re: THE SPORTS CLUB COMPANY, INC./INVESTMENT TERMS Dear Brian: This letter sets forth the...Equity Purchase Agreement • July 1st, 1997 • Millennium Partners LLC • Services-membership sports & recreation clubs • New York
