INDENTURE Dated as of April 1, 1999 U.S. BANK TRUST NATIONAL ASSOCIATION as TrusteeIndenture • April 14th, 1999 • Sports Club Co Inc • Services-membership sports & recreation clubs • New York
EXHIBIT 2 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 30th, 1998 • Sports Club Co Inc • Services-membership sports & recreation clubs • California
andRights Agreement • October 6th, 1998 • Sports Club Co Inc • Services-membership sports & recreation clubs • Delaware
APRIL 1, 1998Asset Purchase Agreement • March 26th, 1999 • Sports Club Co Inc • Services-membership sports & recreation clubs • California
R E C I T A L SRights Agreement • July 17th, 2001 • Sports Club Co Inc • Services-membership sports & recreation clubs
AT&T LOAN AGREEMENT 2 SECOND AMENDMENT TO LOAN AGREEMENTLoan Agreement • March 31st, 1997 • Sports Club Co Inc • Services-membership sports & recreation clubs • California
FIRST AMENDMENT TO LEASE BETWEEN REGISTRANT AND CLUB AT 60TH STREET, INC. DATED MARCH 1, 2002 FIRST AMENDMENT TO LEASE This FIRST AMENDMENT TO LEASE is made and entered into March 1, 2002 by and among THE SPORTS CLUB COMPANY, INC. ("Landlord") and...Lease • March 29th, 2002 • Sports Club Co Inc • Services-membership sports & recreation clubs
EXHIBIT 10.82 BALLY'S SETTLEMENT DECEMBER 31, 1998 SETTLEMENT AGREEMENT AND MUTUAL RELEASE THIS SETTLEMENT AGREEMENT AND MUTUAL RELEASE ("Agreement") is made as of this 31ST day of December, 1998 (the "Execution Date"), by and between The Sports Club...Settlement Agreement • March 26th, 1999 • Sports Club Co Inc • Services-membership sports & recreation clubs • New York
1 EXHIBIT 4.3 THE SPORTS CLUB COMPANY, INC. $100,000,000 11 3/8% Senior Secured Notes due 2006 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 14th, 1999 • Sports Club Co Inc • Services-membership sports & recreation clubs • New York
THE AGREEMENTPurchase and Sale Agreement • February 27th, 1998 • Sports Club Co Inc • Services-membership sports & recreation clubs • Nevada
THE SPORTS CLUB COMPANY, INC. 6,000,000 SHARES OF COMMON STOCK* UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 1998 • Sports Club Co Inc • Services-membership sports & recreation clubs • New York
1 EXHIBIT 10.1 THE SPORTS CLUB COMPANY, INC. $100,000,000 11 3/8% Senior Secured Notes due 2006 PURCHASE AGREEMENTPurchase Agreement • April 14th, 1999 • Sports Club Co Inc • Services-membership sports & recreation clubs
WPI KOLL LETTER AGREEMENTLetter Agreement • March 31st, 1997 • Sports Club Co Inc • Services-membership sports & recreation clubs • California
R E C I T A L SRights Agreement • July 31st, 2003 • Sports Club Co Inc • Services-membership sports & recreation clubs
2 ATHLETIC CLUB LEASE 2200 M Street Washington, D.C.Lease • March 26th, 1999 • Sports Club Co Inc • Services-membership sports & recreation clubs • District of Columbia
ARTICLE I.Stock Purchase Agreement • October 6th, 1999 • Sports Club Co Inc • Services-membership sports & recreation clubs • California
EXHIBIT 10.87 SAN FRANCISCO LEASE ATHLETIC CLUB LEASE San Francisco, California LANDLORD: CB-1 ENTERTAINMENT PARTNERS LP TENANT: S.F. SPORTS CLUB, INC. DATE: As of June 1, 1997 INDEX OF MAJOR DEFINED TERMSLease Agreement • March 26th, 1999 • Sports Club Co Inc • Services-membership sports & recreation clubs
EXHIBIT 10.81 GIBBONS EMPLOYMENT OCTOBER 16, 1998 EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is made and entered into this 16th day of October 1998, by and between THE SPORTS CLUB COMPANY, INC., a Delaware corporation (the...Employment Agreement • March 26th, 1999 • Sports Club Co Inc • Services-membership sports & recreation clubs • California
1 EXHIBIT 10.2 FOURTH AMENDED AND RESTATED LOAN AGREEMENT Dated as of April 1, 1999Loan Agreement • April 14th, 1999 • Sports Club Co Inc • Services-membership sports & recreation clubs • California
REEBOK AGREEMENT 2 AGREEMENTPartnership Agreement • March 31st, 1997 • Sports Club Co Inc • Services-membership sports & recreation clubs • New York
3/16/98 BANK LOANLoan Agreement • March 26th, 1999 • Sports Club Co Inc • Services-membership sports & recreation clubs
AMENDMENT OF LEASELease Amendment • February 27th, 1998 • Sports Club Co Inc • Services-membership sports & recreation clubs • New York
R E C I T A L SRights Agreement • March 15th, 1999 • Sports Club Co Inc • Services-membership sports & recreation clubs
1 EXHIBIT 10.84 PARTICIPATION AGREEMENT OCTOBER 27, 1998 PARTICIPATION AGREEMENTParticipation Agreement • March 26th, 1999 • Sports Club Co Inc • Services-membership sports & recreation clubs
ARTICLE 1Lease Agreement • January 16th, 1998 • Sports Club Co Inc • Services-membership sports & recreation clubs • California
EXHIBIT 10.64 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 27th, 1998 • Sports Club Co Inc • Services-membership sports & recreation clubs • Nevada
FIRST AMENDMENT TO OPTION AGREEMENTOption Agreement • February 27th, 1998 • Sports Club Co Inc • Services-membership sports & recreation clubs
1 EXHIBIT 4.2 VOTING AGREEMENT, dated as of April 27, 2000, by and among The Sports Club Company, Inc., a Delaware corporation, and the Millennium Entities (as defined herein). PRELIMINARY STATEMENT The Millennium Entities currently own Shares and may...Voting Agreement • May 15th, 2000 • Sports Club Co Inc • Services-membership sports & recreation clubs • Delaware
1 EXHIBIT 4.3 VOTING AGREEMENT, dated as of April 27, 2000, by and among The Sports Club Company, Inc., a Delaware corporation, and D. Michael Talla ("Talla"). PRELIMINARY STATEMENT Talla currently owns Shares and may from time to time hereafter...Voting Agreement • May 15th, 2000 • Sports Club Co Inc • Services-membership sports & recreation clubs • Delaware
EXHIBIT 10.79 Transition Services Agreement dated December 3, 1999 by and among Registrant and Spectrum Clubs, Inc. TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this "Agreement") is made as of December 3, 1999, by and among The...Transition Services Agreement • March 28th, 2000 • Sports Club Co Inc • Services-membership sports & recreation clubs • California
RECITALSLoan Agreement • February 27th, 1998 • Sports Club Co Inc • Services-membership sports & recreation clubs
1 EXHIBIT 10.79 2/1/99 BANK LOAN THIRD AMENDED AND RESTATED LOAN AGREEMENT Dated as of February 1, 1999Loan Agreement • March 26th, 1999 • Sports Club Co Inc • Services-membership sports & recreation clubs • California
HILTON NOTE APRIL 15, 1998Note • March 26th, 1999 • Sports Club Co Inc • Services-membership sports & recreation clubs • Delaware
EXHIBIT 10.77 First Amendment, dated December 3, 1999 to the Fourth Amended and Restated Loan Agreement by and among the Registrant, certain of its subsidiaries and Comerica Bank - California FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN...Loan Agreement • March 28th, 2000 • Sports Club Co Inc • Services-membership sports & recreation clubs • California
1/11/99 BANK LOANLoan Agreement • March 26th, 1999 • Sports Club Co Inc • Services-membership sports & recreation clubs
