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EXHIBIT 3
FOURTH AMENDMENT TO RIGHTS AGREEMENT
This Fourth Amendment to Rights Agreement is made and entered into as of
the 27th day of June, 2001 (the "AMENDMENT"), and amends that certain agreement
entered into by and between The Sports Club Company, Inc., a Delaware
corporation (the "COMPANY"), and American Stock Transfer & Company, a New York
corporation (the "RIGHTS AGENT"), dated as of October 6, 1998, as amended by the
First Amendment to Rights Agreement dated as of February 18, 1999, the Second
Amendment to Rights Agreement dated as of July 2, 1999 and the Third Amendment
to Rights Agreement dated as of April 27, 2000 (as so amended, the "RIGHTS
AGREEMENT"). Capitalized terms used but not defined herein shall have the
meanings ascribed to such terms in the Rights Agreement.
R E C I T A L S
WHEREAS, the Board of Directors of the Company (the "BOARD") on
September 29, 1998 authorized and declared a dividend of one preferred share
purchase right for each Common Share of the Company outstanding on October 6,
1998, each Right representing the right to purchase one five-hundredth of a
Preferred Share upon the terms and subject to the conditions set forth in the
Rights Agreement, and further authorized and directed the issuance of one Right
with respect to each Common Share that shall become outstanding between the
Record Date and the earliest of the Distribution Date, the Redemption Date or
the Expiration Date;
WHEREAS, the Company and the Rights Agent entered into the Rights
Agreement as of October 6, 1998;
WHEREAS, the Rights Agreement was amended by the First Amendment to
Rights Agreement as of February 18, 1999, the Second Amendment to Rights
Agreement as of July 2, 1999, and the Third Amendment to Rights Agreement dated
as of April 27, 2000;
WHEREAS, it has been proposed that the Company amend the Rights
Agreement as set forth in this Amendment, and the Board has determined that it
is in the best interests of the Company and its stockholders to amend the Rights
Agreement, subject to the terms and conditions of this Amendment.
A G R E E M E N T
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties hereto hereby agree to amend the Rights
Agreement as follows:
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1. The definition of "Excluded Shares" set forth in Section 1 of the
Rights Agreement is hereby deleted and replaced in its entirety with the
following:
""Excluded Shares" shall mean the following Voting Shares:
(i) with respect to all Stockholders, Common Shares acquired:
(A) by a bona fide gift;
(B) as the result of the death of a Person, pursuant to a
will or the laws of descent; or
(C) upon the exercise of any stock option granted by the
Company to an employee, officer or director of the
Company;
(ii) with respect to Talla, up to $2,000,000 of Common Shares
purchased after April 27, 2000; and
(iii) with respect to Millennium:
(A) all Common Shares pledged to Millennium pursuant to the
Loan and Stock Pledge Agreements;
(B) all Common Shares acquired by Millennium pursuant to the
Loan and Stock Pledge Agreements or upon exercise of any
remedies available under the Loan and Stock Pledge
Agreements, or by exercise of statutory rights;
(C) up to $2,000,000 of Common Shares purchased after April
27, 2000; and
(iv) with respect to Talla, Licklider and Millennium, all Common
Shares which are issued to them, or to any of their respective
Affiliates, Associates, directors or officers, pursuant to the
Indemnification and Contribution Agreement."
2. There are hereby added to Section 1 the following definitions:
"Indemnification and Contribution Agreement" shall mean that
certain Indemnification and Contribution Agreement dated as of
June ___, 2001, by and among the Company, Rex A. Licklider, D.
Michael Talla and MDP Ventures II LLC, and any amendments or
supplements thereof or thereto.
"Licklider" shall mean Rex A. Licklider.
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3. Except as amended hereby, the Rights Agreement remains in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
THE SPORTS CLUB COMPANY, INC.
Attest:
By: /s/ Losi Barberio By: /s/ D. Michael Talla
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Name. Lois Barberio Name: D. Michael Talla
Title: Secretary Title: Co-Chief Executive Officer
AMERICAN STOCK TRANSFER & TRUST
COMPANY
Attest:
By: /s/ Susan Silber By: /s/ Herbert J. Lemmer
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Name. Susan Silber Name: Herbert J. Lemmer
Title: Assistant Secretary Title: Vice President