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EXHIBIT 10.74
EXHIBIT "A"
REAFFIRMATION OF INTERCREDITOR AND SUBORDINATION AGREEMENT
THIS REAFFIRMATION OF INTERCREDITOR AND SUBORDINATION AGREEMENT (this
"Agreement"), dated as of August 10, 2000, is made among The Sports Club
Company, Inc. (the "Issuer"), the Irvine Sports Club, Inc., SCC Nevada, Inc., a
Nevada corporation f/k/a Green Valley Spectrum Club, Inc., the Agent (as defined
below) and U.S. Bank Trust, National Association, a national banking
association, as trustee (the "Trustee") pursuant to that certain Indenture dated
as of April 1, 1999 among, inter alia, the Issuer, the Guarantors (as defined
below) and the Trustee with respect to the 11.375% Senior Secured Notes of
Issuer due March 15, 2006 (collectively, the "Senior Secured Notes"), and is
made with reference to the following:
6.1 Pontius Realty, Inc.; Sports Club, Inc. of California; Irvine
Sports Club, Inc.; The SportsMed Company; Inc. L.A./Irvine Sports Club, Ltd.;
Talla New York, Inc.; SCC Sports Club, Inc.; SCC Nevada, Inc. f/k/a Green Valley
Spectrum Club, Inc.; Spectrum Liquidating Company f/k/a Spectrum Liquidating
Corp.; SF Sports Club, Inc.; Washington D.C. Sports Club, Inc.; HFA Services,
Inc.; and NY Sports Club, Inc. (collectively, the "Guarantors"), the Issuer
(collectively with the Guarantors, "Borrower"), Comerica Bank-California, a
California banking corporation ("Comerica" and, collectively with such other
Persons as may from time to time become lenders pursuant to the terms of the
Credit Agreement, the "Banks"), and Comerica, as agent for the Banks (the
"Agent"), are parties to that certain Fourth Amended and Restated Loan
Agreement, dated as of April 1, 1999, as amended by that certain First Amendment
to Fourth Amended and Restated Loan Agreement dated December 3, 1999 (as
amended, modified, renewed, extended or replaced from time to time, the "Credit
Agreement"), pursuant to which the Banks have agreed to make loans to Borrower.
6.2 The Guarantors have guaranteed the indebtedness of the Issuer
to the holders of the Senior Secured Notes.
6.3 The parties to this Agreement are parties to that certain
Intercreditor and Subordination Agreement dated as of April 1, 1999 (the
"Intercreditor Agreement"). Capitalized terms used but not defined in this
Agreement have the respective meanings accorded them in the Intercreditor
Agreement.
6.4 The certain assets of Borrowers are subject to Liens securing
the obligations of Borrowers to the Agent and the Banks under the Credit
Agreement and the obligations of the Issuer and the Guarantors to the holders of
the Senior Secured Notes.
6.5 Borrowers, the Agent and the Banks wish to amend the Loan
Agreement as more particularly set forth in that certain Second Amendment to
Fourth Amended and Restated Loan Agreement of even date herewith (the "Second
Amendment").
F. To induce the Bank to agree to such amendments, the Trustee and each
of the Guarantors have agreed to enter into this Reaffirmation of Intercreditor
and Subordination Agreement.
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NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and other agreements hereinafter contained, the parties to this
Agreement (collectively, the "Parties") hereby agree as follows:
(a) Reaffirmation. Each Party hereby reaffirms on the date hereof
each of the covenants and agreements made by it in the Intercreditor Agreement
and agrees that each of such covenants and agreements shall remain unmodified
and in full force and effect notwithstanding the execution and delivery of the
Second Amendment.
(b) Counterparts. This Reaffirmation 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.
THE SPORTS CLUB COMPANY, INC.,
a California corporation
By: /s/ Timothy O'Brien
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Timothy O'Brien
Title: Chief Financial Officer
IRVINE SPORTS CLUB, INC.,
a California corporation
By: /s/ Timothy O'Brien
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Timothy O'Brien
Title: Chief Financial Officer
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SCC NEVADA, INC.,
a Nevada corporation
By: /s/ Timothy O'Brien
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Timothy O'Brien
Title: Chief Financial Officer
THE AGENT
COMERICA BANK-CALIFORNIA
a California banking corporation, as
Agent
By: /s/ William Phillips
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William Phillips
Title: Vice President
THE TRUSTEE
U.S. BANK TRUST, NATIONAL
ASSOCIATION, A NATIONAL BANKING
ASSOCIATION
By: /s/ Richard Prokosch
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Richard Prokosch
Title: Assistant Vice President