1
EXHIBIT 10.78
1/11/99 BANK LOAN
2
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment"), dated as of January 11, 1999, is entered into by and among THE
SPORTS CLUB COMPANY, INC., a Delaware corporation, and certain of its
subsidiaries identified in the signature pages to this Amendment (collectively,
"Borrowers"), CALIFORNIA BANK & TRUST, a California banking corporation ("CB&T)
as successor to Sumitomo Bank of California, COMERICA BANK - CALIFORNIA, a
California banking corporation ("Comerica", and collectively with CB&T,
"Banks"), and CB&T in its capacity as agent for Banks (in such capacity,
"Agent"), in light of the following facts:
RECITALS
A. Pursuant to that certain Amended and Restated Loan Agreement,
dated as of February 2, 1998 and as amended by a First Amendment
to Amended and Restated Loan Agreement dated as of February 23,
1998, a Second Amendment to Amended and Restated Loan Agreement
dated as of March 16, 1998, and a letter agreement executed by
Agent and Borrowers dated August 12, 1998 (collectively, the
"Loan Agreement"), Banks are providing Borrowers with certain
credit facilities.
B. Borrowers, Banks and Agent wish to amend the Loan Agreement to,
among other things, permit Borrowers to repurchase common stock
of the Borrowers.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrowers, the Banks and the Agent hereby agree as follows:
1. Defined Terms. All initially capitalized terms set forth without
definition in the Amendment (including, without limitation, in
the recitals hereto) shall have the respective meanings assigned
thereto in the Loan Agreement.
2. Amendment to Definitions. Section 1.1 of the Loan Agreement is
hereby amended as follows:
A. The definition set forth below is eliminated and replaced in
its entirety to read in full as follows:
3
"Qualified Stock Repurchase" means the common stock repurchase program
instituted in April 1998; provided that the aggregate amount expended in
repurchasing common stock of SCC, Inc. shall not exceed $7,800,000 until
completion of the Thousand Oaks Sale/Leaseback, after which time the
aggregate amount expended shall not exceed $10,800,000."
B. The following definition is hereby added to Section 1.1 to
read in full as follows:
"Thousand Oaks Sale/Leaseback" means the consummation of the sale of
certain real property assets and improvements at the Thousand Oaks Site
to Equity Advisory Group, and the subsequent reduction of the
outstanding balance of loans extended by Banks under the Agreement to no
more than Three Million Dollars ($3,000,000).
3. Representations and Warranties. Each representation and warranty
made by the Borrowers in Article 4 of the Loan Agreement is true
and correct on and as of the date hereof as though made as of
the date hereof, except to the extent such representations and
warranties relate solely to an earlier date.
4. Full Force and Effect. Each of the Loan Documents is hereby
amended such that all references to the Loan Agreement contained
in any of such documents shall be deemed to be made with respect
to the Loan Agreement as amended by this Amendment. Except as
amended hereby, the Loan Agreement and the other Loan Documents
shall remain unaltered and in full force and effect.
5. Counterparts. This Amendment may be executed in multiple
counterparts, each of which shall constitute an original and all
of which, taken together, shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment by
their respective duly authorized officers as of the date first above written.
The "Borrowers"
THE SPORTS CLUB COMPANY, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X'Xxxxx
------------------------------------------
Xxxxxxx X'Xxxxx, Chief Financial Officer
4
THE SPECTRUM CLUB COMPANY, INC.,
a California corporation
By: /s/ Xxxxxxx X'Xxxxx
------------------------------------------
Xxxxxxx X'Xxxxx, Chief Financial Officer
XXXXXXX REALTY, INC.,
a New York corporation
By: /s/ Xxxxxxx X'Xxxxx
------------------------------------------
Xxxxxxx X'Xxxxx, Chief Financial Officer
SPORTS CLUB, INC. OF CALIFORNIA,
A California corporation
By: /s/ Xxxxxxx X'Xxxxx
------------------------------------------
Xxxxxxx X'Xxxxx, Chief Financial Officer
IRVINE SPORTS CLUB, INC.,
a California corporation
By: /s/ Xxxxxxx X'Xxxxx
------------------------------------------
Xxxxxxx X'Xxxxx, Chief Financial Officer
THE SPORTSMED COMPANY, INC.
a California corporation
By: /s/ Xxxxxxx X'Xxxxx
------------------------------------------
Xxxxxxx X'Xxxxx, Chief Financial Officer
5
L.A./IRVINE SPORTS CLUB, LTD.
a California corporation
By: Sports Club, Inc. of California,
General Partner
By: /s/ Xxxxxxx X'Xxxxx
------------------------------------------
Xxxxxxx X'Xxxxx, Chief Financial Officer
6
TALLA NEW YORK, INC.
a New York corporation
By: /s/ Xxxxxxx X'Xxxxx
------------------------------------------
Xxxxxxx X'Xxxxx, Chief Financial Officer
SCC SPORTS CLUB, INC.
a Texas corporation
By: /s/ Xxxxxxx X'Xxxxx
------------------------------------------
Xxxxxxx X'Xxxxx, Chief Financial Officer
GREEN VALLEY SPECTRUM CLUB, INC.,
a California corporation
By: /s/ Xxxxxxx X'Xxxxx
------------------------------------------
Xxxxxxx X'Xxxxx, Chief Financial Officer
SPECTRUM CLUB/ANAHEIM HILLS, INC.,
a California corporation
By: /s/ Xxxxxxx X'Xxxxx
------------------------------------------
Xxxxxxx X'Xxxxx, Chief Financial Officer
The "Agent"
CALIFORNIA BANK & TRUST
a California banking corporation and successor
to Sumitomo Bank of California
By: /s/ Xxxxx X. Xxxx
------------------------------------------
Xxxxx X. Xxxx, Vice President
7
The "Banks"
CALIFORNIA BANK & TRUST,
A California banking corporation and
successor to Sumitomo Bank of California
By: /s/ Xxxxx X. Xxxx
------------------------------------------
Xxxxx X. Xxxx, Vice President
COMERICA BANK - CALIFORNIA,
a California banking corporation
By: /s/ Xxxxxx Xxxxxxx
------------------------------------------
Xxxxxx Xxxxxxx, Vice President
