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EXHIBIT 10.76
3/16/98 BANK LOAN
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SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment"), dated as of March 16, 1998, 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"), SUMITOMO BANK OF CALIFORNIA, a California banking corporation
("Sumitomo"), COMERICA BANK -CALIFORNIA, a California banking corporation
("Comerica", and collectively with Sumitomo, "Banks"), and Sumitomo 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 (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, provide for the deferment of the termination of the Commitment and
prepayment of the Obligations.
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 this Amendment (including, without limitation, in the recitals
hereto) shall have the respective meanings assigned thereto in the Loan
Agreement.
2. Amendments to Definitions. Section 1.1 of the Loan Agreement is
hereby amended such that the definition set forth below shall read in full as
follows:
"Line B Availability" means, as of each date of determination, the Line
B Commitment minus the aggregate amount of all Line B Loans made by the Banks
(including any Outstanding Standby Letters of Credit, not to exceed the Maximum
Standby Letter of Credit Amount), less any amount by which Borrowers have failed
to comply with the Liquidity Requirement and less any permanent reductions
pursuant to Section 2.2(a).
2. Standby Letters of Credit.
(a) Section 2.6(a) of the Loan Agreement is amended and restated
to read as follows:
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"(a) Subject to the terms and conditions hereof, at any time and
from time to time from the Closing Date to the earlier of 60 days
from the Effective Date or June 29, 1998, the Issuing Bank shall
issue such Standby Letters of Credit as a Responsible Official of
a Borrower on behalf of the Borrowers may request by a Request
for Standby Letter of Credit' provided that, upon giving effect
to such Standby Letter of Credit, (i) the Total Outstanding shall
not exceed $15,000,000, (ii) the issuance of the Standby Letter
of Credit shall not result in an amount which exceeds the Line B
Availability and (iii) the Outstanding Standby Letters of Credit
shall not exceed the Maximum Standby Letter of Credit Amount. If
any Standby Letter of Credit is canceled or otherwise expires or
terminates without I it being drawn upon, such cancellation,
expiration or termination shall not effect a permanent reduction
of the Line B Availability pursuant to Section 2.2(a) by the
amount of such Standby Letter of Credit, but instead such amount
may be reborrowed. Unless the Requisite Banks otherwise consent
in writing, the term of any Standby Letter of Credit shall not
exceed the earlier of 60 days from the Effective Date or June 30,
1998. If, as of the immediately preceding date, or upon any
earlier termination or acceleration of the Commitment and any
Loans thereunder, there exist any Outstanding Standby Letters of
Credit, Borrowers shall provide to Agent a standby letter of
credit issued by a bank satisfactory to the Requisite Banks, in
form and substance satisfactory to the Requisite Banks, in favor
of the Banks in a face amount equal to Outstanding Standby
Letters of Credit on that date, or shall make other provisions
satisfactory to the Requisite Banks for the collateralization or
settlement of such Outstanding Standby Letters of Credit. No
Standby Letter of Credit shall be issued except in the ordinary
course of business of Borrowers or their Subsidiaries. Unless
otherwise agreed to by the Requisite Banks, the face amount of
any Standby Letter of Credit shall not be less than $250,000."
4. Equity or Debt Offering. Section 3.1 (f) of the Loan Agreement is
amended and restated to read as follows:
"(f) In addition to all other payments hereunder, all
Obligations, including payment of all indebtedness owing under
the Notes, shall be fully due and payable upon the consummation
of SCC, Inc.'s $50,000,000 proposed securities offering or other
equity or debt offering in any amount by or for the benefit of
any of the Borrowers, and the Commitment shall terminate;
provided, however that if (i) the proposed $50,000,000 equity
offering is consummated on or before April 30, 1998 and (ii)
within 5 days thereafter, Borrower shall have complied with the
conditions precedent to this Second Amendment, Banks will defer
the acceleration of all Obligations pursuant to this Section
3.1(f) for a period of 60 days following the consummation of such
offering but in any event not later than June 30,1998.
Consummation of the $50,000,000 equity offering shall mean SCC,
Inc.'s successfully concluding the sale of a sufficient number of
shares of common stock to raise, after deduction for normal
expenses, not less than $40 million with such proceeds
irrevocable delivered to SCC, Inc.
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5. Indebtedness, Guaranties and Liens. Section 6.9(c) of the Loan
Agreement is amended and restated to read as follows:
"(c) Indebtedness and Liens securing obligations incurred in
connection with the financing or re-financing of any real property
assets of Borrowers or Non-Borrower Affiliates, to the extent such
financing has been approved by the Requisite Banks, or (ii)
incurred in connection with SCC Inc.'s $50,000,000 proposed
securities offering or other equity or debt offering in any amount
by or for the benefit of any of the Borrowers, to the extent
approved by the Requisite Banks."
6. Conditions Precedent. The effectiveness of Section 4 of this
Amendment ("Effective Date") is subject to the prior satisfaction of each of the
following conditions:
(a) all obligations owing by any Borrower to AT&T Commercial
shall have been fully paid, all collateral for such AT&T obligations
shall have been released, all security interests, Liens or Guaranties in
favor of AT&T shall have been terminated and the Special Deposit Account
Agreement and Subordination Agreement shall have been terminated.
7. 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.
8. 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.
9. 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.
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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/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
Chief Financial Officer
THE SPECTRUM CLUB COMPANY, INC.,
a California corporation
By /s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
Chief Financial Officer
▇▇▇▇▇▇▇ REALTY, INC.,
a New York corporation
By /s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
Chief Financial Officer
SPORTS CLUB, INC. OF CALIFORNIA,
a California corporation
By /s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
Chief Financial Officer
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IRVINE SPORTS CLUB, INC.,
a California corporation
By /s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
Chief Financial Officer
THE SPORTSMED COMPANY, INC.,
a California corporation
By /s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
Chief Financial Officer
L.A./IRVINE SPORTS CLUB,LTD.,
a California limited partnership
By /s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
Chief Financial Officer
TALLA NEW YORK, INC.
a New York corporation
By /s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
Chief Financial Officer
SCC SPORTS CLUB, INC.,
a Texas corporation
By /s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
Chief Financial Officer
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GREEN VALLEY SPECTRUM CLUB, INC.,
a Nevada corporation
By /s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
Chief Financial Officer
SPECTRUM CLUB/ANAHEIM HILLS, INC.,
a California corporation
By /s/ ▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇'▇▇▇▇▇
Chief Financial Officer
The "Agent"
SUMITOMO BANK OF CALIFORNIA,
a California banking corporation
By /s/ ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Senior Vice President
The "Banks"
SUMITOMO BANK OF CALIFORNIA,
a California banking corporation
By /s/ ▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
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▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Senior Vice President
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COMERICA BANK - CALIFORNIA,
A California banking corporation
By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Vice President
Address:
Comerica Bank - California
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
