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EXHIBIT 10.70
XXX & XXXXXXX XXXX
RM SPORTS
MARCH 31, 1998
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THE SPORTS CLUB COMPANY, INC.
00000 XXXXX XXXXXX XXXXXXXXX, XXXXX 000
XXX XXXXXXX, XXXXXXXXXX 00000
March 31, 1998
Xx. Xxx X. Xxxxxxxxx
Mr. X. Xxxxxxx Xxxxx
000 Xxxxxx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Re: PURCHASE OF HEALTH CLUB
Dear Messrs. Xxxxxxxxx and Xxxxx:
This letter will confirm our agreement and understanding with respect to
the possible acquisition by The Sports Club Company, Inc. (the "COMPANY") of the
health and fitness facility described in Exhibit "A" attached hereto (the
"CLUB"), and certain related assets and properties, including, without
limitation, the assumption of certain contracts and leases (collectively, the
"CLUB ASSETS"), for a purchase price of $4,000,000 (the "PURCHASE PRICE").
1. RM Sports Club, Inc, an entity owned and controlled by each of you
("BUYER"), intends to enter into an Asset Purchase Agreement dated as of
_____________, 1998 (the "PURCHASE AGREEMENT"), substantially in the form of
Exhibit "B" attached hereto. The Company has engaged in ongoing negotiations
with those entities identified in Exhibit "C" attached hereto (the "LANDLORD")
with respect to the lease of the building in which the Club is located, the
tentative terms and conditions of which are contained in a Second Amendment to
Amended and Restated Net Lease (the "LEASE AMENDMENT"). Provided the Company and
Landlord are able to reach agreement on the terms of the Lease Amendment, that
document must be executed by the Company upon the consummation of the
transactions contemplated by the Purchase Agreement.
2. In connection with Buyer's execution and delivery of the Purchase
Agreement, you will directly, or will cause Buyer to, deposit with the "Deposit
Holder" (as defined in Section 1.5(b) of the Purchase Agreement) an additional
amount of cash which, when added to the amounts previously deposited by the
Company therewith (the "COMPANY DEPOSIT"), equals One Million Dollars
($1,000,000) (the "PURCHASE DEPOSIT").
3. Prior to or simultaneously with your depositing, or causing Buyer to
deposit, the funds necessary to bring the Purchase Deposit to $1,000,000, you
will directly, or will cause Buyer to, reimburse the Company for the full amount
of the Company Deposit, without interest.
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Xx. Xxx X. Xxxxxxxxx
Mr. X. Xxxxxxx Xxxxx
March 31, 1998
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4. For valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Buyer hereby grants the Company, and the Company hereby
accepts, an irrevocable right and option (the "OPTION") to purchase and acquire
all of Buyer's rights under the Purchase Agreement for an amount equal to the
Purchase Deposit. The Company's right to exercise the Option shall commence on
the date hereof and shall continue for a reasonable period of time thereafter
during which the Company will conduct its normal due diligence investigation of
the Club Assets and the feasibility of developing the Club; provided that, in no
event shall the Option be exercisable after the "Outside Closing Date" (as
defined in Section 1.9(a) of the Purchase Agreement), which is currently set for
Wednesday, April 15, 1998 (the "OPTION EXERCISE PERIOD").
5. If the Company chooses to exercise the Option, it shall notify the
Buyer of such fact in writing prior to the expiration of the Option Exercise
Period and will reimburse Buyer promptly (but in no event more than three
business days after such exercise) for the full amount of the Purchase Deposit,
without interest. Buyer will assign, without recourse, to the Company all its
rights in and under the Purchase Agreement, and under all other agreements and
instruments which Buyer shall have executed in connection therewith. If the
Company exercises the Option, the Company will use its best efforts to obtain
the acknowledgement of the seller under the Purchase Agreement to release Buyer
(and each of you individually) from any further liability or obligation under
the Purchase Agreement or any other such agreements and instruments, although no
assurance can be given that the seller will agree to any such release.
6. You understand and agree that the Company has no obligation to
exercise the Option, and that it may be precluded from exercising the Option if
the disinterested directors of the Company determine not to proceed with the
development of the Club and the acquisition of the Club Assets, or if Sumitomo
Bank's consent to the Company's purchase of the Club Assets is not obtained as
may be required under the Company's loan agreement with it. If either of the
foregoing should occur, or if the Landlord refuses to agree to extend the date
by which the Lease Amendment must be executed by the Company to coincide with
the Outside Closing Date under the Purchase Agreement, then you risk losing the
full amount of the Purchase Deposit.
7. If, after completing its due diligence investigation, the Company
determines that it would not be in its best interest to purchase the Club Assets
on the terms and conditions set forth in the Purchase Agreement and therefore
elects not to exercise the Option prior to the expiration of the Option Exercise
Period, then the Company shall have no obligation or liability with respect to
the Purchase Agreement or Lease Amendment, or any of the transactions
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Xx. Xxx X. Xxxxxxxxx
Mr. X. Xxxxxxx Xxxxx
March 31, 1998
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contemplated by either such agreement (as to which you jointly and severally
indemnify and hold the Company free and harmless from and against any and all
losses, liabilities and damages which the Company may incur or be subject to,
arising out of its decision not to proceed with its acquisition of the Club
Assets pursuant to the Purchase Agreement). If this should occur, then the
Company acknowledges that Buyer shall have the right to consummate the
transactions contemplated by the Purchase Agreement and Lease Amendment and to
explore the development or sale of the Club and Club Assets on such terms and
conditions, and with such development partners, as shall be acceptable to it;
provided that, the disinterested directors of the Company's Board of Directors
shall have approved of Buyer's right to develop and/or sell the Club and Club
Assets (whether on its own or with one or more development partners) after full
disclosure of all relevant terms related to such proposed development or sale.
If the foregoing reflects our agreement and understanding, please date
and execute this letter and the enclosed copy in the appropriate spaces,
whereupon it shall be binding on you and the Company, and our respective
successors, permitted assigns and legal representatives.
Very truly yours,
THE SPORTS CLUB COMPANY, INC.
By: /s/ Xxxx Xxxxxxx
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Authorized Officer
Xxxxxx and accepted as of the date of this letter in Los Angeles,
California.
/s/ Xxx X. Xxxxxxxxx
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Xxx X. Xxxxxxxxx
/s/ X. Xxxxxxx Xxxxx
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X. Xxxxxxx Xxxxx
