<PAGE>   1
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                                                                   EXHIBIT 10.73


                              AMENDED AND RESTATED

                                 LOAN AGREEMENT

                          Dated as of February 2, 1998

                                     between

                         THE SPORTS CLUB COMPANY, INC.,
                        and various of its subsidiaries,

                                  as Borrowers,

                                       and

                          SUMITOMO BANK OF CALIFORNIA,

                      and such other financial institutions
                      as may become a lending party hereto
                                    as Banks

                                       and

                          SUMITOMO BANK OF CALIFORNIA,

                                    as Agent


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<PAGE>   2
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE 1    DEFINITIONS AND ACCOUNTING TERMS                                 1
        1.1  Defined Terms                                                    1
        1.2  Use of Defined Terms                                            12
        1.3  Accounting Terms                                                12
        1.4  Exhibits and Schedules                                          13
ARTICLE 2    LOANS AND LETTERS OF CREDIT                                     14
        2.1  General Provisions Regarding Line A Loans and 
               Borrowing Procedures                                          14
        2.2  The Line B Loan                                                 15
        2.3  Prime Rate Loans                                                16
        2.4  Eurodollar Loans                                                16
        2.5  Redesignation of Loans                                          17
        2.6  Standby Letters of Credit                                       18
        2.7  Agent's Right to Assume Funds Available for Advances            20
ARTICLE 3    PAYMENTS AND FEES                                               22
        3.1  Principal and Interest                                          22
        3.2  Fees                                                            24
        3.3  Eurodollar Fees and Costs                                       24
        3.4  Letter of Credit Fees                                           26
        3.5  Agent Fee                                                       26
        3.6  Late Payments/Default Rate                                      26
        3.7  Computation of Interest and Fees                                27
        3.8  Non-Banking Days                                                27
        3.9  Manner and Treatment of Payments                                27
        3.10 Funding Sources                                                 27
        3.11 Failure to Charge Not Subsequent Waiver                         28
        3.12 Agent's Right to Assume Payments Will be Made by Borrowers      28
        3.13 Survivability                                                   28
        3.14 Unused Line Fee                                                 28
ARTICLE 4    REPRESENTATIONS AND WARRANTIES                                  29
        4.1  Existence and Qualification; Power; Compliance With Laws        29
        4.2  Authority; Compliance With Other Agreements and 
               Instruments and Government Regulations                        30
        4.3  No Governmental Approvals Required                              31
        4.4  Subsidiaries                                                    31
        4.5  Financial Statements                                            32
        4.6  No Other Liabilities; No Material Adverse Changes               32
        4.7  Intangible Assets                                               32
        4.8  Filing of Financing Statements                                  32
        4.9  Public Utility Holding Company Act                              33
        4.10 Litigation                                                      33
        4.11 Binding Obligations                                             33
        4.12 No Default                                                      33
</TABLE>

                                      -i-
<PAGE>   3
<TABLE>
<CAPTION>

<S>                                                                          <C>
        4.13   ERISA                                                          33
        4.14   Regulations G, T, U and X; Investment Company Act              34
        4.15   Disclosure                                                     34
        4.16   Tax Liability                                                  34
        4.17   Projections                                                    34
        4.18   Fiscal Year                                                    35
        4.19   Employee Matters                                               35
ARTICLE 5      AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION 
                 REPORTING REQUIREMENTS)                                      36
        5.1    Payment of Taxes and Other Potential Charges                   36
        5.2    Preservation of Existence                                      36
        5.3    Maintenance of Properties                                      36
        5.4    Maintenance of Insurance                                       37
        5.5    Compliance With Laws                                           37
        5.6    Additional Borrowers                                           37
        5.7    Inspection Rights                                              37
        5.8    Keeping of Records and Books of Account                        38
        5.9    Compliance With Agreements, Duties and Obligations             38
        5.10   Use of Proceeds                                                38
ARTICLE 6      NEGATIVE COVENANTS                                             39
        6.1    Disposition of Property                                        39
        6.2    Transactions with Borrowers and Non-Borrower Affiliates        39
        6.3    Mergers, Investments, Acquisitions and New Club Developments   39
        6.4    Profitability                                                  40
        6.5    Redemption, Dividends and Distributions; Payments to Partners  40
        6.6    ERISA                                                          41
        6.7    Change in Nature of Business/Management                        41
        6.8    Transactions with AT&T Commercial                              42
        6.9    Indebtedness, Guaranties and Liens                             42
        6.10   Transactions with Affiliates                                   43
        6.11   Change in Fiscal Year                                          43
        6.12   Capital Expenditures                                           43
        6.13   Tangible Net Worth                                             44
        6.14   Ratio of Total Unsubordinated Liabilities to 
               Tangible Net Worth                                             44
        6.15   Debt Service Coverage Ratio                                    44
        6.16   Attrition                                                      44
        6.17   Loans to Officers                                              45
        6.18   Deposit Accounts                                               45
        6.19   Ratio of Debt to EBITDA                                        45
        6.20   Liquidity Requirement                                          45
ARTICLE 7      INFORMATION AND REPORTING REQUIREMENTS                         46
        7.1    Financial and Business Information                             46
        7.2    Compliance Certificates                                        48
        7.3    Revisions or Updates to Schedules                              49
ARTICLE 8      CONDITIONS                                                     50
</TABLE>

                                      -ii-
<PAGE>   4
<TABLE>
<CAPTION>

<S>                                                                          <C>
        8.1    Initial Loans, Etc                                             50
        8.2    Any Loan                                                       51
        8.3    Line B Loans                                                   52
ARTICLE 9      EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT           53
        9.1    Events of Default                                              53
        9.2    Remedies Upon Event of Default                                 55
ARTICLE 10     THE AGENT                                                      57
        10.1   Appointment and Authorization                                  57
        10.2   Agent and Affiliates                                           57
        10.3   Proportionate Interest of the Banks in any Collateral          57
        10.4   Banks' Credit Decisions                                        57
        10.5   Action by Agent                                                58
        10.6   Liability of Agent                                             58
        10.7   Indemnification                                                59
        10.8   Successor Agent                                                60
ARTICLE 11     MISCELLANEOUS                                                  61
        11.1   Pledge of Partnership Interests of L.A./Irvine 
                 Sports Clubs, Ltd.                                           61
        11.2   Cumulative Remedies; No Waiver                                 61
        11.3   Amendments; Consents                                           61
        11.4   Costs, Expenses and Taxes                                      62
        11.5   Nature of Banks' Obligations                                   62
        11.6   Survival of Representations and Warranties                     63
        11.7   Notices                                                        63
        11.8   Execution of Loan Documents                                    63
        11.9   Sharing of Setoffs                                             63
        11.10  Binding Effect; Assignment                                     64
        11.11  Assignment of Deposits                                         64
        11.12  Participation of Loan                                          64
        11.13  Indemnity by Borrowers                                         64
        11.14  Nonliability of Banks                                          65
        11.15  No Third Parties Benefited                                     66
        11.16  Further Assurances                                             66
        11.17  Integration                                                    66
        11.18  Governing Law                                                  66
        11.19  Severability of Provisions                                     67
        11.20  Headings                                                       67
        11.21  Time of the Essence                                            67
        11.22  Securities Representation                                      67
        11.23  Joint Borrower Provisions                                      67
        11.24  Waiver of Jury Trial                                           72
</TABLE>


                                     -iii-
<PAGE>   5


Exhibits

A-1     Line A Note
A-2     Line B Note
B       Request for Standby Letter of Credit
C       Request for Loan
D       Request for Redesignation of Loans

Schedules

4.2     Necessary Consents
4.4     Subsidiaries
4.6     Material Contingent Liabilities
4.8     Governmental Agencies With Which Financing Statements Need be Filed 
         and/or Recorded
4.10    Litigation
4.13    Plans Subject to ERISA
4.17    Projections
5.2     Preservation of Existence
5.6     Additional Borrowers
6.9     Indebtedness, Guaranties and Liens
6.10    Transactions with Affiliates
6.17    Loans to Officers

                                      -iv-
<PAGE>   6



                       AMENDED AND RESTATED LOAN AGREEMENT

                          Dated as of February 2, 1998


              WHEREAS, The Sports Club Company, Inc., The Spectrum Club Company,
Inc., Pontius Realty, Inc., Sports Club, Inc. of California, Irvine Sports Club,
Inc., The SportsMed Company, Inc., formerly HealthFitness Organization of
America, Inc., L.A./Irvine Sports Clubs, Ltd., Talla New York, Inc., SCC Sports
Club, Inc., and Green Valley Spectrum Club, Inc., are parties to that certain
Loan Agreement dated as of March 20, 1997 as amended by a First Amendment dated
as of August 1, 1997 and a Second Amendment dated as of August 14, 1997
(collectively, "Original Loan Agreement") with Sumitomo Bank of California as
lender (sometimes hereafter referred to as "Sumitomo Bank"); and

              WHEREAS, Borrowers (as defined below) and Sumitomo Bank of
California have agreed to an amendment and restatement of the existing credit
facility to provide for, among other things, a restructuring of the credit
facility as an agented credit facility, and a modification of the credit lines
to provide for, among other things, a revolving working capital line with a
revolving standby letter of credit subfacility and a non-revolving acquisition
bridge facility; and

              WHEREAS, Borrowers, Agent (as defined below) and Banks (as defined
below) do hereby enter into this Amended and Restated Loan Agreement
("Agreement") in place and stead of the Original Loan Agreement;

              NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto covenant and agree as follows:


                                    ARTICLE 1
                        DEFINITIONS AND ACCOUNTING TERMS

              1.1 Defined Terms. As used in this Agreement, the following terms
shall have the meanings set forth respectively after each:

              "Acquisition" means any transaction, or any series of related
       transactions, by which any Borrower and/or any of its Subsidiaries
       directly or indirectly acquires control of any going business or all or
       substantially all of the assets of any firm, partnership, joint venture,
       limited liability company, corporation or division thereof, whether
       through purchase of assets, merger or otherwise, (control meaning
       possession, directly or indirectly, of the power to direct or cause the
       direction of management or policies of such entities); provided that, in
       any event, the term "Acquisition" shall include any acquisition in which
       any Borrower and/or any Subsidiaries thereof controls a majority in
       ordinary voting power of the securities of a corporation which have
       ordinary voting power for the election of directors or other governing
       body of a corporation (other than securities having such power 

                                      -1-
<PAGE>   7



       only by reason of the happening of a contingency), or control 50% or
       more ownership interest in any partnership, limited liability company or
       joint venture.

              "Affiliate" means, as to any Person, any other Person which
       directly or indirectly controls, or is under common control with, or is
       controlled by, such Person. As used in this definition, "control" (and
       its correlative meanings, "controlled by" and "under common control
       with") shall mean possession, directly or indirectly, of power to direct
       or cause the direction of management or policies (whether through
       ownership of securities or partnership or other ownership interests, by
       contract or otherwise), provided that, in any event, any Person that
       owns, directly or indirectly, 50% or more of the securities having
       ordinary voting power for the election of directors or other governing
       body of a corporation (other than securities having such power only by
       reason of the happening of a contingency), or 50% or more of the
       partnership or other ownership interests of any other Person (other than
       as a limited partner of such other Person), will be deemed to control
       such corporation or other Person.

              "Agent" means Sumitomo Bank of California, a California state
       bank, when acting in its capacity as Agent under any of the Loan
       Documents, and any successor Agent.

              "Agent's Office" means the office designated by Agent as its
       address for purposes of notice under this Agreement.

              "Agreement" means this Amended and Restated Loan Agreement, either
       as originally executed or as it may from time to time be supplemented,
       modified, amended, restated or extended.

              "AT&T Commercial" means AT&T Commercial Finance Corporation, a
       Delaware corporation.

              "Attrition" means, for any given period, the reduction in number
       of gross members exclusive of any new members.

              "Bank" or "Banks" means individually or collectively Sumitomo Bank
       and any one or more Banks or other financial institutions which become
       lending parties to this Agreement in accordance with the terms hereof.

              "Banking Day" means any Monday, Tuesday, Wednesday, Thursday or
       Friday on which all of the Banks are open for business at their
       respective addresses for notice designated as provided herein.

              "Borrower or Borrowers" means, individually or collectively, The
       Sports Club Company, Inc., The Spectrum Club Company, Inc., Pontius
       Realty, Inc., Sports Club, Inc. of California, Irvine Sports Club, Inc.,
       The SportsMed Company, Inc., L.A./Irvine Sports Clubs, Ltd., Talla New
       York, Inc., SCC Sports Club, Inc., Green Valley Spectrum Club, Inc.,
       Spectrum Club/Anaheim Hills, Inc. and any subsequent Person who becomes a
       Borrower pursuant to the terms hereof.

                                      -2-

<PAGE>   8



              "Capital Expenditure" means any expenditure (including any
       capitalized lease expenditure) that is considered a capital expenditure
       under generally accepted accounting principles, consistently applied,
       including, without limitation, any amount that is required to be treated
       as a capitalized asset pursuant to Financial Accounting Standards Board
       Statement No. 13.

              "Cash" means, when used in connection with any Person, all
       monetary and non-monetary items belonging to such Person that are treated
       as cash in accordance with generally accepted accounting principles,
       consistently applied.

              "Cash Equivalents" means, when used in connection with any Person,
       such Person's Investments in:

                     (a) Government Securities due within one year after the
              date of the making of the Investment;

                     (b) certificates of deposit issued by, bank deposits in,
              bankers' acceptances of, and repurchase agreements covering,
              Government Securities executed by, any bank doing business in and
              incorporated under the Laws of the United States of America or any
              state thereof and having on the date of such Investment combined
              capital, surplus and undivided profits of at least $100,000,000,
              in each case due within one year after the date of the making of
              the Investment; and/or

                     (c) readily marketable commercial paper of corporations
              doing business in and incorporated under the Laws of the United
              States of America or any state thereof given on the date of such
              Investment the highest credit rating by NCO/Moody's Commercial
              Paper Division of Moody's Investors Service, Inc. or Standard &
              Poor's Corporation, in each case due within six months after the
              date of the making of the Investment.

              "Certificate of a Responsible Official" means a certificate signed
       by a Responsible Official of the Person providing the certificate.

              "Closing Date" means the Banking Day on which the consummation of
       all of the transactions contemplated in Section 8.1 occurs.

              "Club" means a health and fitness facility operated by any
       Borrower.

              "Collateral" means, collectively, all Property on or in which the
       Agent or any Bank has a Lien pursuant to this Agreement or any other Loan
       Document.

                                      -3-

<PAGE>   9



              "Commitment" means, collectively, the Line A Commitment and the
       Line B Commitment as may be reduced or offset under this Agreement. The
       respective percentage obligations of each Bank with respect to the
       Commitment are as follows:
<TABLE>
<CAPTION>

           Bank                        Amount                  Percentage
           ----                        ------                  ----------
<S>                                 <C>                         <C> 
      Sumitomo Bank                 $10,000,000                 100%
</TABLE>

              "Davis Payments" means payments made by MKDG/Rhodes SC Partnership
       in connection with the minimum cash flow generated by Irvine Sports Club,
       Inc. pursuant to (i) that certain Agreement for Purchase and Sale dated
       as of November 19, 1993 between MKDG/Rhodes SC Partnership and Rex
       Licklider and (ii) that certain Assignment of Contract Rights made by Rex
       Licklider to SCC, Inc. dated as of October 11, 1994.

              "Default" means any Event of Default and/or any event that, with
       the giving of notice or passage of time or both, would be an Event of
       Default.

              "Default Rate" means the rate of interest per annum otherwise
       provided under this Agreement plus two percent (2%).

              "Designated Deposit Account" means deposit account no. 01800220570
       to be maintained by Borrowers with Agent at Agent's Office, or such other
       deposit account as from time to time designated by Borrowers by written
       notification to Agent and approved by Agent.

              "Designated Eurodollar Market" means, with respect to any
       Eurodollar Loan, the London Eurodollar Market, or such other Eurodollar
       Market as may from time to time be designated by Agent.

              "dollars" or "$" means United States dollars.

              "EBITDA" means, for any fiscal period, (a) the consolidated net
       income before extraordinary items of Borrowers and their Subsidiaries for
       that period, determined in accordance with generally accepted accounting
       principles, consistently applied, plus (b) consolidated interest expense
       for that period, plus (c) income tax expense for that fiscal period, plus
       (d) depreciation expense for that fiscal period plus (e)amortization
       expense for that fiscal period.

              "ERISA" means the Employee Retirement Income Security Act of 1974,
       and any regulations issued pursuant thereto, as amended or replaced and
       as in effect from time to time.

              "Eurodollar Banking Day" means any Banking Day on which dealings
       in dollar deposits are conducted by and between banks in the Designated
       Eurodollar Market.

                                      -4-
<PAGE>   10



              "Eurodollar Lending Office" means as to each Bank, its office or
       branch so designated by written notice to Borrowers and Agent as its
       Eurodollar Lending Office. If no Eurodollar Lending Office separately is
       designated by a Bank, its Eurodollar Lending Office shall be its office
       as designated for purposes of notice hereunder.

              "Eurodollar Loan" means a Loan made hereunder and designated or
       redesignated as a Eurodollar Loan in accordance with Article 2.

              "Eurodollar Market" means a regular established market located
       outside the United States of America by and among banks for Eurodollar
       Obligations.

              "Eurodollar Obligations" means eurocurrency liabilities, as
       defined in Regulation D.

              "Eurodollar Period" means, as to each Eurodollar Loan, the period
       commencing on the date specified by Borrowers pursuant to Sections 2.1(b)
       or 2.5(c) and ending 30, 60 or 90 days thereafter, as specified by
       Borrowers in the applicable Request for Loan or Request for Redesignation
       of Loans, provided that:

                     (a) The first day of any Eurodollar Period shall be a
              Eurodollar Banking Day;

                     (b) Any Eurodollar Period that would otherwise end on a day
              that is not a Eurodollar Banking Day shall be extended to the next
              succeeding Eurodollar Banking Day unless such Eurodollar Banking
              Day falls in another calendar month, in which case such Eurodollar
              Period shall end on the next preceding Eurodollar Banking Day; and

                     (c) No Eurodollar Period shall extend beyond the Maturity
              Date.

              "Eurodollar Rate" means, with respect to any Eurodollar Loan, (a)
       the LIBOR Rate offered for deposits as of about 10:00 a.m., Los Angeles
       time, two (2) Eurodollar Banking Days before the first day of the
       applicable Eurodollar Period in an aggregate amount approximately equal
       to the amount of such Eurodollar Loan and for a period of time comparable
       to the number of days in the applicable Eurodollar Period divided by (b)
       1.00 minus the Reserve Percentage. The determination of the Eurodollar
       Rate by Agent shall be conclusive in the absence of manifest error.

              "Eurodollar Rate Spread" means the additional component of
       interest, expressed as a percentage per annum of two and one-half percent
       (2.5%), to be added to the Eurodollar Rate in determining the applicable
       rate of interest for Eurodollar Loans.

              "Event of Default" shall have the meaning provided in Section 9.1.

              "Government Securities" means readily marketable direct
       obligations of the United States of America or obligations fully
       guarantied by the United States of America.

                                      -5-
<PAGE>   11



              "Governmental Agency" means (a) any international, foreign,
       federal, state, county or municipal government, or political subdivision
       thereof, (b) any governmental or quasi-governmental agency, authority,
       board, bureau, commission, department, instrumentality or public body,
       (c) any court, administrative tribunal or public utility, or (d) any
       arbitration tribunal or other non-governmental authority to whose
       jurisdiction a Person has consented.

              "Investment" means, when used in connection with any Person, any
       investment by or of that Person, whether by means of purchase or other
       acquisition of stock or other securities or by means of loan, advance,
       capital contribution, guaranty or other debt or equity participation or
       interest in any other Person, or otherwise, and includes, without
       limitation, any partnership and joint venture interests of such Person.

              "Issuing Bank" means, with respect to any Standby Letter of
       Credit, Sumitomo Bank or any other Bank designated by Borrowers (with the
       consent of the Requisite Banks) which issued that Standby Letter of
       Credit.

              "Laws" means, collectively, all international, foreign, federal,
       state and local statutes, treaties, rules, regulations, ordinances, codes
       and administrative or judicial precedents.

              "LIBOR Rate" means the interest (rounded upward to the nearest
       1/16th of one percent) as determined by the British Bankers Association
       and disseminated daily as an average of the rate at which certain major
       banks would offer U.S. dollar deposits for the applicable Eurodollar
       Period to other major banks in the London inter-bank market.

              "Lien" means any mortgage, deed of trust, pledge, hypothecation,
       security interest, encumbrance, lien or charge of any kind, whether
       voluntarily incurred or arising by operation of Law or otherwise,
       affecting any Property, including any agreement to give any of the
       foregoing, any conditional sale or other title retention agreement, any
       lease in the nature thereof, and/or the filing of or agreement to give
       any financing statement under the Uniform Commercial Code or comparable
       Laws of any jurisdiction.

              "Line A Availability" means, as of each date of determination the
       Line A Commitment less any amount by which Borrowers have failed to
       comply with the Liquidity Requirement.

              "Line A Availability Period" means the period from the Closing
       Date through June 30, 1998.

              "Line A Commitment" means the commitment by Banks to make
       revolving loans to Borrowers in an aggregate principal amount not to
       exceed $2,000,000.

              "Line A Letter of Credit Usage" means, at any date of
       determination, the sum of (i) the maximum aggregate amount that is or at
       any time thereafter may become available for drawing or payment under
       issued and outstanding Standby Letters of Credit issued 

                                      -6-
<PAGE>   12
 
       pursuant to a subline under the Line A Commitment, plus (ii) the 
       aggregate amount of all drawings honored or payments made by the Issuing 
       Bank under such Standby Letters of Credit and not yet reimbursed by 
       Borrowers, but in no event to exceed the Maximum Letter of Credit Amount.

              "Line A Loan" means any advance made by any Bank under the Line A
       Commitment.

              "Line A Maturity Date" means October 30, 1998.

              "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 and less any amount by which Borrowers have failed to comply
       with the Liquidity Requirement.

              "Line B Availability Period" means the period from the Closing
       Date through June 30, 1998.

              "Line B Commitment" means the commitment by Banks to make
       non-revolving Loans in an aggregate principal amount not to exceed
       $8,000,000 (including any Outstanding Standby Letters of Credit, not to
       exceed the Maximum Standby Letter of Credit Amount).

              "Line B Loan" means any advance made by any Banks under the Line B
       Commitment.

              "Line B Maturity Date" means October 30, 1998.

              "Liquidity Requirement" means the liquidity amounts as required in
       Section 6.20 hereof.

              "Loan" or "Loans" means the advances to be made by Banks to
       Borrowers pursuant to this Agreement. Each individual Loan shall consist
       of advances made by Banks pursuant to Article 2, including advances made
       as new advances, and also including advances made by converting or
       redesignating existing advances in accordance with the provisions of
       Article 2. In connection with each Loan, the amount of such Loan by each
       Bank shall be determined according to that Bank's percentage share of the
       Commitment.

              "Loan Documents" means, collectively, this Agreement, the Notes,
       the Pledge Agreement, the Pledge Agreement (Partnership), the Standby
       Letters of Credit, any assignments, any financing statements and any
       other certificates, documents or agreements of any type of nature
       heretofore or hereafter executed or delivered by Borrowers and/or any one
       or more of their Subsidiaries or Affiliates to Agent or to Banks in any
       way relating to or in furtherance of this Agreement, in each case either
       as originally executed or as the same may from time to time be
       supplemented, modified, amended, restated or extended.


                                      -7-

<PAGE>   13

              "Maturity Date" means the Line A Maturity Date or the Line B
       Maturity Date, as applicable.

              "Maximum Revolving Loan Amount" means, as of any date of
       determination thereof, the Line A Commitment.

              "Maximum Standby Letter of Credit Amount" means $5,000,000.

              "Multiemployer Plan" means any employee benefit plan of the type
       described in Section 4001(a)(3) of ERISA.

              "Non-Borrower Affiliate" means any Affiliate of a Borrower, now
       existing or hereafter acquired, that is not a Borrower hereunder.

              "Note" means any of the promissory notes executed by Borrowers in
       favor of Banks evidencing the Loans made by Banks or any of them under
       the Commitment, substantially in the form of Exhibit(s) A-1 and A-2
       hereto, either as originally executed or as the same may from time to
       time be supplemented, modified, amended, renewed, extended or refinanced.
       When the term "Note" is modified by the terms "Line A" or "Line B", it
       refers to the Note executed to evidence Loans under the Commitment so
       designated.

              "Obligations" means all present and/or future obligations of every
       kind or nature of Borrowers or any Party at any time and/or from time to
       time owed to Agent or Banks or any one or more of them, under any one or
       more of the Loan Documents, whether due or to become due, matured or
       unmatured, liquidated or unliquidated, or contingent or noncontingent,
       including obligations of performance as well as obligations of payment,
       and including interest that accrues prior to or after the commencement of
       any bankruptcy or insolvency proceeding by or against any Borrower or any
       Party.

              "Opinion of Counsel" means the favorable written legal opinion of
       Kinsella, Boesch, Fujikawa and Towle, as counsel to Borrowers and their
       Subsidiaries, in a form acceptable to Agent, together with copies of all
       factual certificates and legal opinions upon which such counsel has
       relied.

              "Outstanding Standby Letters of Credit " means, as of any date of
       determination thereof, the aggregate face amount of all Standby Letters
       of Credit outstanding on such date, not to exceed the Maximum Standby
       Letter of Credit Amount.

              "Party" means any Person (including Borrowers and/or any
       Subsidiaries or Affiliates of Borrowers), other than Agent and Banks,
       which now or hereafter is a party to any of the Loan Documents.

              "PBGC" means the Pension Benefit Guaranty Corporation or any
       successor thereof established under ERISA.


                                      -8-
<PAGE>   14



              "Person" means any entity, whether an individual, trustee,
       corporation, general partnership, limited partnership, limited liability
       company, joint stock company, trust, unincorporated organization, bank,
       business association, firm, joint venture, Governmental Agency, or
       otherwise.

              "Plan" means any employee benefit plan subject to ERISA and
       maintained by Borrowers and/or any Subsidiary thereof or to which
       Borrowers and/or any Subsidiary thereof are required to contribute on
       behalf of their employees.

              "Pledge Agreement" means that amended and restated pledge
       agreement to be executed and delivered by The Sports Club Company, Inc.
       and Sports Club, Inc. of California, to Agent on behalf of the Banks,
       dated as of even date herewith, either as originally executed or as it
       may from time to time be supplemented, modified, amended, restated or
       extended.

              "Pledge Agreement (Partnership)" means the amended and restated
       pledge agreement to be executed and delivered by one or more Borrowers,
       as applicable, to Agent on behalf of the Banks, dated as of even date
       herewith, either as originally executed or as it may from time to time be
       supplemented, modified, amended, restated or extended.

              "Prime Rate" means the floating commercial loan rate of Sumitomo
       Bank, announced from time to time as its "prime rate", which interest
       rate may not necessarily be the lowest interest rate at which Sumitomo
       Bank is willing to extend credit facilities.

              "Prime Rate Loan" means a Loan made under the Line A Commitment or
       the Line B Commitment and designated or redesignated as a Prime Rate Loan
       in accordance with Article 2, or converted to a Prime Rate Loan in
       accordance with Section 3.3(a).

              "Prime Rate Spread" means the additional component of interest,
       expressed as a percentage per annum of one-half of one percent (.5%), to
       be added to the Prime Rate in determining the applicable rate of interest
       for Prime Rate Loans.

              "Property" means any interest in any kind of property or asset,
       whether real, personal or mixed, or tangible or intangible.

              "Qualified Stock Repurchase" means the common stock repurchase
       program instituted in February, 1997; provided that the aggregate amount
       expended in repurchasing common stock of SCC, Inc. shall not exceed
       $3,000,000.

              "Regulations G,T,U and X " means Regulation G,T,U, and X as at any
       time amended, of the Board of Governors of the Federal Reserve System, or
       any other regulation in substance substituted therefor.

              "Request for Standby Letter of Credit" means a written request for
       the issuance of a Standby Letter of Credit substantially in the form of
       Exhibit "B", signed by a Responsible 

                                      -9-
<PAGE>   15



       Official of a Borrower on behalf of the Borrowers and properly completed 
       to provide all information required to be included therein.

              "Request for Loan" means a written request for a Loan
       substantially in the form of Exhibit "C", signed by a Responsible
       Official of a Borrower on behalf of the Borrowers and properly completed
       to provide all information required to be included therein.

              "Request for Redesignation of Loans" means a written request for
       redesignation of Loans substantially in the form of Exhibit "D", signed
       by a Responsible Official of a Borrower on behalf of the Borrowers and
       properly completed to provide all information required to be included
       therein.

              "Requisite Banks" means, at any time, Banks holding at least 70%
       of the aggregate unpaid amount of the Loans outstanding, or, if no Loans
       then are outstanding, Banks having at least 70% of the aggregate
       Commitment then in effect.

              "Reserve Percentage" means the total of the maximum reserve
       percentages for determining the reserves to be maintained by member banks
       of the Federal Reserve System for eurocurrency liabilities, as defined in
       Regulation D, rounded upward to the nearest 1/100th of one percent. The
       percentage will be expressed as a decimal, and will include, without
       limitation, marginal, emergency, supplemental, special, and other reserve
       percentages.

              "Responsible Official" means:

                     (a) When used with reference to any Person, other than an
              individual, any corporate officer of such Person, general partner
              of such Person, corporate officer of a corporate general partner
              of such Person, or corporate officer of a corporate general
              partner of a partnership that is a general partner of such Person,
              or any other responsible official thereof duly acting on behalf
              thereof; and

                     (b) When used with reference to a Person who is an
              individual, such Person.

       Except as otherwise specifically provided herein, any requirement that
       any document or certificate be signed or executed by any Person requires
       that such document or certificate be signed or executed by a Responsible
       Official of such Person, and that the Responsible Official signing or
       executing such document or certificate on behalf of such Person shall be
       authorized to do so by all necessary corporate, partnership and/or other
       action.

              "Right of Others" means, as to any Property in which a Person has
       an interest, any legal or equitable claim, right, title or other interest
       (other than a Lien) in or with respect to that Property held by any other
       Person, and any option or right held by any other Person to acquire any
       such claim, right, title or other interest, including any option or right
       to acquire a Lien.

                                      -10-
<PAGE>   16

              "SCC, Inc." means The Sports Club Company, Inc., a Delaware 
       corporation.

              "Special Eurodollar Circumstance" means the application or
       adoption of any Law or interpretation, or any change therein or thereof,
       or any change in the interpretation or administration thereof by any
       Governmental Agency, central bank or comparable authority charged with
       the interpretation or administration thereof, or compliance by any Bank
       or its Eurodollar Lending Office with any request or directive (whether
       or not having the force of Law) of any such Governmental Agency, central
       bank or comparable authority, or the existence or occurrence of
       circumstances affecting the Designated Eurodollar Market generally, in
       each case, that is beyond the reasonable control of such Bank.

              "Special Deposit Account Agreement" means the deposit account
       agreement executed and delivered by L.A./Irvine Sports Clubs, Ltd., by
       and between L.A./Irvine Sports Clubs, Ltd., AT&T Commercial and Agent,
       dated as of May 12, 1997 or as it may from time to time be supplemented,
       modified, amended, restated or extended.

              "Standby Letter of Credit" means any standby letter of credit
       issued by the Issuing Bank pursuant to Section 2.6, in the standard form
       for standby letters of credit of the Issuing Bank, either as originally
       issued or as the same may from time to time be supplemented, modified,
       amended, renewed or extended.

              "Subordination Agreement" means the subordination agreement
       between Sumitomo Bank and AT&T Commercial, dated as of March 20, 1997 and
       as it may from time to time be supplemented, modified, amended, renewed
       or extended.

              "Subsidiary" means, as of any date of determination thereof and
       with respect to any Person, any corporation, limited liability company,
       partnership or joint venture, whether now existing or hereafter organized
       or acquired: (a) in the case of a corporation, of which a majority of the
       securities having ordinary voting power for the election of directors or
       other governing body (other than securities having such power only by
       reason of the happening of a contingency) are at the time owned by such
       Person and/or one or more Subsidiaries of such Person, or (b) in the case
       of a partnership, joint venture or limited liability company, of which
       such Person or a Subsidiary of such Person is a general partner or joint
       venturer or of which a majority of the partnership or other ownership
       interests are at the time owned by such Person and/or one or more of its
       Subsidiaries.

              "Tangible Net Worth" means, as of any date of determination
       thereof, the consolidated net worth of Borrowers, excluding goodwill,
       patents, trademarks, trade names, organization expenses, capitalized
       acquisition expenses, deferred tax assets and money due from any
       Affiliate, officers, directors or shareholders of Borrowers or their
       Subsidiaries, determined in accordance with generally accepted accounting
       principles, consistently applied.


                                      -11-


<PAGE>   17

              "The Sports Club/Irvine" means the athletic club owned by Irvine
       Sports Club, Inc. located at 1980 Main Street, Irvine, California.

              "The Sports Club/LA" means the athletic club owned by L.A./Irvine
       Sports Clubs, Ltd. located at 1835 Sepulveda Boulevard, West Los Angeles,
       California.

              "to the best knowledge of" means, when modifying a representation,
       warranty or other statement of any Person, that the fact or situation
       described therein is known by the Person (or, in the case of a Person
       other than a natural Person, known by a Responsible Official of that
       Person) making the representation, warranty or other statement, or with
       the exercise of reasonable due diligence under the circumstances (in
       accordance with the standard of what a reasonable Person in similar
       circumstances would have done) should have been known by the Person (or,
       in the case of a Person other than a natural Person, should have been
       known by a Responsible Official of that Person).

              "Total Unsubordinated Liabilities" means, as of any date of
       determination thereof, the sum of (a) all liabilities that should be
       reflected as a liability in a consolidated balance sheet of Borrowers and
       its Subsidiaries on such date prepared in accordance with generally
       accepted accounting principles, consistently applied, minus (b)
       subordinated debt as to which a subordination agreement acceptable to
       Agent has been executed, plus (c) the aggregate face amount of all
       outstanding Standby Letters of Credit and other letters of credit issued
       at the request of Borrowers; provided, however, that any amount described
       in clause (c) shall be added only to the extent that the Standby Letter
       of Credit or other letter of credit covers liabilities that would not be
       reflected in a consolidated balance sheet of Borrowers and its
       Subsidiaries on such date.

              "Total Outstanding" means, as of any date of determination
       thereof, the sum of (a) all outstanding Line A Loans evidenced by the
       Line A Note on that date (b) all outstanding Line B Loans evidenced by
       the Line B Note on that date and (c) Outstanding Standby Letters of 
       Credit.

              "type", when used with respect to any Loan, means the designation
       of whether such Loan is a Prime Rate Loan or a Eurodollar Loan.

              1.2 Use of Defined Terms. Any defined term used in the plural
shall refer to all members of the relevant class, and any defined term used in
the singular shall refer to any one or more of the members of the relevant
class.

              1.3 Accounting Terms. All accounting terms not specifically
defined in this Agreement shall be construed in conformity with, and all
financial data required to be submitted by this Agreement shall be prepared in
conformity with, generally accepted accounting principles applied on a
consistent basis, as in effect on the date hereof, except as otherwise
specifically prescribed herein.


                                      -12-


<PAGE>   18
              1.4 Exhibits and Schedules. All exhibits and schedules to this
Agreement, either as originally existing or as the same may from time to time be
supplemented, modified or amended, are incorporated herein by this reference.





                                      -13-

<PAGE>   19
                                    ARTICLE 2
                           LOANS AND LETTERS OF CREDIT

              2.1 General Provisions Regarding Line A Loans and Borrowing
Procedures

                     (a) Subject to the terms and conditions set forth in this
       Agreement, at any time and from time to time during the Line A
       Availability Period, each Bank shall, pro rata according to that Bank's
       percentage of the then Commitment, make Line A Loans to Borrowers in such
       amounts as Borrowers may request that do not exceed in the aggregate at
       any one time outstanding the amount of the then applicable Line A
       Availability; provided that, Banks shall not be obligated to make a Line
       A Loan if, after giving effect to all Line A Loans to be made by Banks,
       the Line A Commitment would exceed $2,000,000. Except as may otherwise be
       payable on an earlier date as provided in Section 3.1, all Obligations of
       Borrowers hereunder shall be due and payable on the Line A Maturity Date.
       Subject to the limitations set forth herein and in Section 3.1(e),
       Borrowers may borrow, repay and reborrow under the Line A Commitment
       without premium or penalty.

                     (b) Except as otherwise provided in Section 2.5(c), each
       Line A Loan shall be made pursuant to a written Request for Loan. Not
       later than 11:00 a.m., Los Angeles time, at least two (2) Banking Days
       prior to the date that a proposed Loan is to be made (unless greater
       notice is required by Section 2.4), Agent shall have received, at Agent's
       Office, a properly completed Request for Loan specifying the requested
       (1) date of such Loan, (2) type of Loan, (3) amount of such Loan, and (4)
       in the case of a Eurodollar Loan, specifying the Eurodollar Period. Agent
       may, in its sole and absolute discretion, permit any Request for Loan to
       be made by telephone or telecopier by a Responsible Official of a
       Borrower on behalf of the Borrowers, in which case such Borrower shall
       confirm same by mailing or faxing a written Request for Loan to Agent
       within 48 hours following the Loan. If Borrowers fail to make a written
       Request for Loan, Borrowers hereby waive the right to dispute the amount,
       interest rate or term of any such Loan made upon such telephone request.

                     (c) Promptly following receipt of a Request for Loan, Agent
       shall notify each Bank by telephone, telecopier or Telex of the date and
       type of the Loan, the applicable Interest Period (in the case of a
       Eurodollar Loan), and that Bank's pro rata portion of the Loan. Not later
       than 11:00 a.m., Los Angeles time, on the date specified for any Loan,
       each Bank shall make its portion of the Loan in immediately available
       funds available to the Agent at the Agent's Office. Upon fulfillment of
       the applicable conditions set forth in Article 8, all Line A Loans shall
       be credited in immediately available funds to Borrowers' Designated
       Deposit Account, or to such other deposit account of Borrowers with Agent
       as Borrowers may specify in writing to Agent.

                     (d) Unless the Requisite Banks otherwise consent, the
       aggregate amount of each Eurodollar Loan shall be in an integral multiple
       of $250,000, and the aggregate amount of each Prime Rate Loan shall be in
       an integral multiple of $100,000 or the balance of the Line A
       Availability.

                                      -14-
<PAGE>   20



                     (e) The amount of each Line A Loan may not be more than the
       Line A Availability.

                     (f) The Line A Loans made by each Bank shall be evidenced
       by that Bank's Line A Note.

                     (g) A Request for Loan shall be irrevocable upon receipt by
       Agent.

              2.2  The Line B Loan

                      (a) During the Line B Availability Period, and subject to
       the applicable conditions set forth in Article 8 hereof, each Bank shall,
       on a non-revolving basis and pro rata according to that Bank's percentage
       of the then Commitment, make advances to Borrowers, which may not at any
       time exceed the Line B Availability. This is a non-revolving line of
       credit. Any amount borrowed, even if repaid before the end of the Line B
       Availability Period, permanently reduces the Line B Availability and such
       amounts may not be reborrowed. Banks shall not be obligated to make a
       Line B Loan if, after giving effect to all Line B Loans to be made by
       Banks, and the Outstanding Standby Letters of Credit, the Line B
       Commitment would exceed $8,000,000.

                     (b) Each Line B Loan shall be used solely to fund new Club
       developments or Acquisitions. Each Line B Loan shall be in an integral
       multiple of $250,000, or for the remaining Line B Availability, if less.

                     (c) Each Line B Loan shall be made pursuant to a written
       Request for Loan. Borrower shall also comply with Section 8.3 of this
       Agreement. Not later than 11:00 a.m., Los Angeles time, on at least two
       (2) Banking Days prior to the date that a proposed Loan is to be made
       (unless greater notice is required by Section 2.4), the Agent shall have
       received, at Agent's Office, a properly completed Request for Loan
       specifying the requested (1) date of such Loan, (2) type of Loan, (3)
       amount of such Loan, and (4) in the case of a Eurodollar Loan, specifying
       the Eurodollar Period. Agent may, in its sole and absolute discretion,
       permit any Request for Loan to be made by telephone or telecopier by a
       Responsible Official of a Borrower on behalf of the Borrowers, in which
       case such Borrower shall confirm same by mailing or faxing a written
       Request for Loan to Agent within 48 hours following the Loan. If
       Borrowers fail to make a written Request for Loan, Borrowers hereby waive
       the right to dispute the amount, interest rate or term of any such Loan
       made upon such telephone request.

                    (d) Promptly following receipt of a Request for Loan, Agent
       shall notify each Bank by telephone, telecopier or Telex of the date and
       type of the Loan, the applicable Interest Period (in the case of a
       Eurodollar Loan), and that Bank's pro rata portion of the Loan. Not later
       than 11:00 a.m., Los Angeles time, on the date specified for any Loan,
       each Bank shall make its portion of the Loan in immediately available
       funds available to the Agent at the Agent's Office. Upon fulfillment of
       the applicable conditions set forth in Article 8, all Line B Loans shall
       be credited in immediately available funds to Borrower's 

                                      -15-

<PAGE>   21

       Designated Deposit Account, or to such other deposit account of Borrowers
       with Agent as Borrowers may specify in writing to Agent.

                     (e) Unless the Requisite Banks otherwise agree, the
       aggregate amount of each Eurodollar Loan shall be in an integral multiple
       of $250,000, and the aggregate amount of each Prime Rate Loan shall be in
       an integral multiple of $100,000.

                     (f) The amount of each Line B Loan may not be more than the
       Line B Availability.

                     (g) The Line B Loans made by each Bank shall be evidenced
       by that Bank's Line B Note.

                     (h) A Request for Loan shall be irrevocable upon receipt by
       Agent.

              2.3 Prime Rate Loans. All Loans shall constitute Prime Rate Loans
unless properly designated or redesignated as Eurodollar Loans pursuant to
Sections 2.4 or 2.5.

              2.4  Eurodollar Loans

                     (a) Subject to the terms and conditions set forth in this
       Agreement, Borrowers may, from time to time, designate all or any portion
       of Line A Loans or Line B Loans to be Eurodollar Loans.

                     (b) Each request by Borrowers for a Eurodollar Loan shall
       be made pursuant to a Request for Loan received by Agent, at Agent's
       Office, not later than 12:00 noon, Los Angeles time, at least three (3)
       Eurodollar Banking Days before the first day of the applicable Eurodollar
       Period.

                     (c) At or about 10:00 a.m., Los Angeles time, two (2)
       Eurodollar Banking Days before the first day of the applicable Eurodollar
       Period, Agent shall determine the applicable Eurodollar Rate (which
       determination shall be conclusive in the absence of manifest error) and
       promptly shall give notice of the same to Borrowers and the Banks by
       telephone or telecopier.

                     (d) Upon fulfillment of the applicable conditions set forth
       in Article 8, a Eurodollar Loan shall become effective on the first day
       of the applicable Eurodollar Period.

                     (e) Unless the Requisite Banks otherwise consent, no more
       than six (6) Eurodollar Loans, in the aggregate, shall be outstanding at
       any one time.

                     (f) Nothing contained herein shall require any Bank to fund
       any Eurodollar Loan in the Designated Eurodollar Market.

              2.5  Redesignation of Loans.

                                      -16-
<PAGE>   22

                     (a) Subject to Section 8.2, if any Eurodollar Loan is not
       repaid or, in the case of a Line B Loan, renewed on the last day of the
       applicable Eurodollar Period, such Eurodollar Loan automatically shall be
       redesignated as a Prime Rate Loan on such date.

                     (b) Subject to the terms and conditions set forth in this
       Agreement, at any time and from time to time from the Closing Date until
       the thirty-second day preceding the Line A Maturity Date, Borrowers may
       request that all or a portion of outstanding Prime Rate Loans be
       redesignated as a Eurodollar Loan or that a maturing Eurodollar Loan be
       redesignated as a new Eurodollar Loan, provided that no Loan redesignated
       as a Eurodollar Loan shall have a Eurodollar Period expiring after the
       Maturity Date.

                     (c) Each redesignation of all or a portion of outstanding
       Prime Rate Loans or to renew a maturing Eurodollar Loan as a Eurodollar
       Loan shall be made pursuant to a written Request for Redesignation of
       Loans. Not later than 12:00 noon, Los Angeles time, at least three (3)
       Eurodollar Banking Days prior to the first day of the applicable
       Eurodollar Period, Agent shall have received, at Agent's Office, a
       properly completed Request for Redesignation of Loans specifying the
       requested (1) date of redesignation and (2) amount of Loans to be
       redesignated as a Eurodollar Loan, and (3) the applicable Eurodollar
       Period. Agent may, in its sole and absolute discretion, permit a Request
       for Redesignation of Loans to be made by telephone by a Responsible
       Official of a Borrower on behalf of the Borrowers, in which case such
       Borrower shall confirm same by mailing or faxing a written Request for
       Redesignation of Loans to Agent within 48 hours following the date of
       redesignation. If Borrowers fail to make a written Request for
       Redesignation of Loans, Borrowers hereby waive the right to dispute the
       amount, interest rate or term of any such Eurodollar Loan.

                     (d) Unless the Requisite Banks otherwise consent, the
       amount of such Loans to be redesignated as a Eurodollar Loan shall be an
       integral multiple of $250,000.

                     (e) With respect to any redesignation of a Loan as a
       Eurodollar Loan, at or about 10:00 a.m., Los Angeles time, three (3)
       Eurodollar Banking Days before the first day of the applicable Eurodollar
       Period, Agent shall determine the applicable Eurodollar Rate (which
       determination shall be conclusive in the absence of manifest error) and
       promptly shall give notice of the same to Borrowers and the Banks by
       telephone or telecopier.

                     (f) Upon fulfillment of the applicable conditions set forth
       in Article 8, the redesignation of all or a portion of outstanding Loans
       as a Eurodollar Loan shall become effective on the first day of the
       applicable Eurodollar Period.

                     (g) Nothing contained herein shall require any Bank to fund
       any Eurodollar Loan resulting from redesignation of all or a portion of
       any of its Prime Rate Loans, in the Designated Eurodollar Market.

                                      -17-
<PAGE>   23



                     (h) A request for Redesignation of Loans shall be
       irrevocable upon receipt by Agent.

 .             2.6  Standby Letters of Credit

                     (a) Subject to the terms and conditions hereof, at any time
       and from time to time from the Closing Date through the Banking Day
       immediately preceding July 1, 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) Total Outstanding shall not exceed $10,000,000, (ii) Line B
       Availability shall not exceed $8,000,000 and (iii) Outstanding Standby
       Letters of Credit shall not exceed the Maximum Standby Letter of Credit
       Amount. If any Standby Letter of Credit is cancelled or otherwise expires
       or terminates without it being drawn upon, Line B Availability shall not
       be permanently reduced 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 Line B Maturity Date. If on the Line B Maturity
       Date, 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.

                     (b) Each Request for Standby Letter of Credit shall be
       submitted to the Issuing Bank not later than 11:00 a.m., Los Angeles
       time, at least five (5) Banking Days prior to the date upon which the
       requested Standby Letter of Credit is to be issued and Borrowers shall
       execute such documents and agreements relating to such Standby Letter of
       Credit as the Issuing Bank may reasonably require. Upon issuance of a
       Standby Letter of Credit, the Issuing Bank promptly shall notify the
       Agent and the Banks of the amount and terms thereof. The Issuing Bank
       shall notify the Agent and the Banks within ten (10) days after the end
       of each month of all payments, reimbursements, expirations, negotiations,
       transfers and other activity during that month with respect to
       outstanding Standby Letters of Credit.

                     (c) Upon the issuance of a Standby Letter of Credit, each
       Bank shall be deemed to have purchased a pro rata participation therein
       from the Issuing Bank in a amount equal to that Bank's pro rata share,
       according to its percentage of the Commitment, of the face amount of the
       Standby Letter of Credit. Without limiting the scope and nature of each
       Bank's participation in any Standby Letter of Credit, to the extent that
       the Issuing Bank has not been reimbursed by Borrowers for any payment
       required to be made by the Issuing Bank under any Standby Letter of
       Credit, each Bank shall, pro rata according to 


                                      -18-
<PAGE>   24


       its participation, reimburse the Issuing Bank promptly upon demand for
       the amount of such payment. The obligation of each Bank to so reimburse
       the Issuing Bank shall be absolute and unconditional and shall not be
       affected by the occurrence of any Event of Default or any other
       occurrence or event. Any such reimbursement shall not relieve or
       otherwise impair the obligation of Borrowers to reimburse the Issuing
       Bank for the amount of any payment made by the Issuing Bank under any
       Standby Letter of Credit together with interest as hereinafter provided.

                     (d) Borrowers agree to pay to the Issuing Bank, at its
       Office designated as the address for notices pursuant to this Agreement,
       or at such other payment location as the Issuing Bank shall have
       specified in writing to Borrowers, with respect to each Standby Letter of
       Credit, within one (1) Banking Day after demand therefor, a principal
       amount equal to any payment made by the Issuing Bank under that Standby
       Letter of Credit, together with interest on such amount from the date of
       any payment made by the Issuing Bank through the date of payment by
       Borrowers at the rate provided for in Section 3.6. The principal amount
       of any such payment made by Borrowers to the Issuing Bank shall be used
       to reimburse the Issuing Bank for the payment made by it under the
       Standby Letter of Credit. Each Bank that has reimbursed the Issuing Bank
       pursuant to Section 2.6(c) for its pro rata share of any payment made by
       the Issuing Bank under a Standby Letter of Credit thereupon shall acquire
       a pro rata participation, to the extent of such reimbursement, in the
       claim of the Issuing Bank against Borrowers under this Section 2.6(d).

                     (e) At all times prior to the Line A Maturity Date, if
       Borrowers fail to make any payment required by Section 2.6(d), Agent may,
       but is not required to, without notice to or the consent of Borrowers,
       make Line B Loans under the Commitment in an aggregate amount equal to
       the amount paid by Issuing Bank on the relevant Standby Letter of Credit,
       whether or not the same would cause the Line B Commitment to exeed
       $8,000,000, and, for this purpose, the conditions precedent set forth in
       Article 8 and the amount limitations set forth in Section 2.1(d) shall
       not apply. The proceeds of such Line B Loans shall be retained by Issuing
       Bank to reimburse it for the payment made by it under the Standby Letter
       of Credit.

                     (f) The issuance of any supplement, modification,
       amendment, renewal or extension to or of any Standby Letter of Credit
       shall be treated in all respects the same as the issuance of a new
       Standby Letter of Credit.

                     (g) The obligation of Borrowers to pay to the Issuing Bank
       the amount of any payment made by the Issuing Bank under any Standby
       Letter of Credit shall be absolute, unconditional and irrevocable.
       Without limiting the foregoing, such obligation of Borrowers shall not be
       affected by any of the following circumstances absent the Issuing Bank's
       gross negligence or willful misconduct:

                                      -19-
<PAGE>   25

                                 (i) any lack of validity or enforceability of
               the Standby Letter of Credit, this Agreement, or any other
               agreement or instrument relating thereto;

                                 (ii) any amendment or waiver of or any consent
               to departure from the Standby Letter of Credit, this Agreement,
               or any other agreement or instrument relating thereto;

                                 (iii) the existence of any claim, setoff,
               defense or other rights which Borrowers may have at any time
               against any Bank, any beneficiary of the Standby Letter of Credit
               (or any Persons or entities for whom any such beneficiary may be
               acting) or any other Person, whether in connection with the
               Standby Letter of Credit, this Agreement or any other agreement
               or instrument relating thereto, or any unrelated transactions;

                                 (iv) any demand, statement or any other
               document presented under the Standby Letter of Credit proving to
               be forged, fraudulent, invalid or insufficient in any respect or
               any statement therein being untrue or inaccurate in any respect
               whatsoever;

                                 (v) payment by the Issuing Bank under the
               Standby Letter of Credit against presentation of a draft or any
               accompanying document which does not strictly comply with the
               terms of the Standby Letter of Credit;

                                 (vi) the solvency (or insolvency) or financial
               responsibility (or lack thereof) of any party issuing any
               documents in connection with a Standby Letter of Credit;

                                 (vii) any error in the transmission of any
               message relating to a Standby Letter of Credit, or any delay or
               interruption in any such message not caused by the Issuing Bank;
               and/or

                                 (viii) any error, neglect or default of any
               correspondent of the Issuing Bank in connection with a Standby
               Letter of Credit.

              2.7 Agent's Right to Assume Funds Available for Advances. Unless
the Agent shall have been notified by any Bank at least two hours prior to the
funding by the Agent of any Loan that such Bank does not intend to make
available to the Agent such Bank's portion of the total amount of such Loan, the
Agent may assume that such Bank has made such amount available to the Agent on
the date of the Loan and the Agent may, in reliance upon such assumption, make
available to Borrowers a corresponding amount. If such corresponding amount is
not in fact made available to the Agent by such Bank, the Agent shall be
entitled to recover such corresponding amount on demand from such Bank, which
demand shall be made in a reasonably prompt manner. If such Bank does not pay
such corresponding amount forthwith upon the Agent's demand therefor, the Agent
promptly shall notify Borrowers and Borrowers shall pay such corresponding

                                      -20-
<PAGE>   26

amount to the Agent. The Agent also shall be entitled to recover from such Bank
or Borrowers, as the case may be, interest on such corresponding amount in
respect of each day from the date such corresponding amount was made available
by the Agent to Borrowers to the date such corresponding amount is recovered by
the Agent, at a rate per annum equal to the actual cost to the Agent of funding
such amount as notified by the Agent to such Bank or Borrowers, as the case may
be. Nothing herein shall be deemed to relieve any Bank from its obligation to
fulfill its share of the Commitment or to prejudice any rights which the Agent
or Borrowers may have against any Bank as a result of any default by such Bank
hereunder.

                                      -21-
<PAGE>   27



                                    ARTICLE 3
                                PAYMENTS AND FEES

              3.1  Principal and Interest.

                     (a) Interest shall be payable on the outstanding daily
       unpaid principal amount of each Loan from the date thereof until payment
       in full is made and shall accrue and be payable at the rates set forth
       herein both before and after default and before and after maturity and
       judgment, with overdue amounts to bear interest at the rate set forth in
       Section 3.6, to the fullest extent permitted by applicable Law. Upon any
       partial prepayment or redesignation of outstanding Prime Rate Loans to
       Eurodollar Loans, interest accrued through the date of such prepayment or
       redesignation shall be payable on the next following interest payment
       date occurring pursuant to Section 3.1(b). Upon any partial prepayment or
       payment in full or redesignation or conversion of any Eurodollar Loan or
       upon any payment or redesignation in full of all outstanding Prime Rate
       Loans, interest accrued through the date of such prepayment, payment,
       redesignation or conversion shall be payable on such date.

                     (b) Interest accrued on each Prime Rate Loan shall be
       payable on the first day of each month, commencing with the first such
       date to occur after the Closing Date. Agent shall use its best efforts to
       notify Borrowers of the amount of interest so payable prior to each
       interest payment date, but failure of Agent to do so shall not excuse
       payment of such interest when payable. Except as otherwise provided in
       Section 3.6, the unpaid principal amount of any Prime Rate Loan shall
       bear interest at a fluctuating rate per annum equal to the Prime Rate
       plus the applicable Prime Rate Spread. Each change in the interest rate
       shall take effect simultaneously with the corresponding change in the
       Prime Rate and/or the Prime Rate Spread. Each change in the Prime Rate
       shall be effective as of 12:01 a.m. on the Banking Day on which the
       change in the Prime Rate is announced, unless otherwise specified in such
       announcement, in which case the change shall be effective as so
       specified.

                     (c) Interest accrued on each Eurodollar Loan shall be
       payable on the first day of each month, commencing with the first such
       date to occur after the Closing Date, and on the maturity date of that
       Eurodollar Loan. Agent shall use its best efforts to notify Borrowers of
       the amount of interest so payable prior to each interest payment date,
       but failure of Agent to do so shall not excuse payment of such interest
       when payable. Except as otherwise provided in Section 3.6, the unpaid
       principal amount of any Eurodollar Loan shall bear interest at a rate per
       annum equal to the Eurodollar Rate for that Eurodollar Loan plus the
       Eurodollar Rate Spread.

                     (d) If not sooner paid, the principal indebtedness under
       this Agreement shall be payable as follows:

                                 (i) subject to the right to renew or convert a
              Eurodollar Rate Loan to a Prime Rate Loan, the principal amount of
              each Loan shall 

                                      -22-

<PAGE>   28

              immediately be payable in Cash on the Maturity Date of such Loan
              or, in the case of a Eurodollar Loan, on the last day of the
              Eurodollar Period for such Loan;

                                 (ii) the principal indebtedness evidenced by
              the Line A Note shall be payable in Cash within two (2) Banking
              Days in the amount by which the aggregate outstanding amount of
              Line A Loans at any time exceeds the Line A Availability. The
              outstanding principal indebtedness evidenced by the Line A Note
              shall, in any event, be payable on the Line A Maturity Date.

                                 (iii) the principal indebtedness evidenced by
              the Line B Note shall be payable in cash on the Maturity Date.

                                 (iv) In addition to all other payments
              hereunder, commencing on July 1, 1998 and on the same date of each
              month thereafter, Borrowers shall pay $250,000, which monthly
              payment shall be applied first to principal outstanding under the
              Line B Note with any excess being applied to the Line A Note. On
              July 1, 1998, if no amounts are owing under the Line A or the Line
              B Commitments, but there exist any Outstanding Standby Letters of
              Credit, Borrowers shall pay, in addition to all other payments
              hereunder, $250,000 commencing July 1, 1998 and on the same date
              of each month thereafter, each of which monthly payments shall be
              held by Agent as collateral security for any such Outstanding
              Standby Letter of Credit.

                     (e) The Notes, or any of them, may, at any time and from
       time to time, be paid or prepaid in whole or in part without premium or
       penalty, except that (i) any partial prepayment shall be an integral
       multiple of $100,000, (ii) Agent shall have received notice, by telephone
       or telecopier, of any prepayment prior to 12:00 noon on the Banking Day
       of such prepayment (unless greater notice is otherwise required by this
       Agreement), which notice shall identify the date and amount of the
       prepayment and the Loan(s) being prepaid, (iii) each prepayment of
       principal, except for partial prepayments of Prime Rate Loans, shall be
       accompanied by payment of interest accrued through the date of payment on
       the amount of principal paid, (iv) except as required by subsections
       (d)(ii) above, no Eurodollar Loan may be paid or prepaid in whole or in
       part prior to the last day of the applicable Eurodollar Period without
       the prior consent of the Requisite Banks, and, notwithstanding such
       required prepayment or such consent, any payment or prepayment of all or
       any part of Eurodollar Loan on a day other than the last day of the
       applicable Eurodollar Period shall be made on a Eurodollar Banking Day,
       as applicable, shall be preceded by at least four (4) Eurodollar Banking
       Days' written notice to Agent of the date and amount of such payment or
       prepayment, and shall be subject to Section 3.3(c), and (vi) each partial
       prepayment of principal on the Line B Note shall be applied to the
       installments due under such Notes in the inverse order of their maturity,
       and, until all outstanding indebtedness evidenced by the Line B Note has
       been repaid in full, shall not reduce or abate the Obligation of
       Borrowers to make mandatory payments of principal on the scheduled
       payment dates as provided above.

                                      -23-

<PAGE>   29



                     (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
       $85,000,000 proposed note offering or other equity or debt offering in
       any amount.

                     (g) In addition to all other payments hereunder, Borrower
       shall make mandatory reductions of the Obligations upon the receipt of
       proceeds from the financing or re-financing of any real property assets
       of Borrowers or Non-Borrower Affiliates to the extent such proceeds
       exceed the existing debt associated with the respective real property;
       provided, however, that the terms and conditions of such financing or
       re-financing, including the amount and form of the proceeds thereof shall
       be acceptable to Agent and Requisite Banks. Borrowers shall apply the
       payment of such proceeds first to the indebtedness outstanding under the
       Line B Note with any excess being applied to the Line A Note.


              3.2  Fees.

                     (a) On the Closing Date Borrowers shall pay to Banks a
       commitment fee equal to .5% of the Commitment. Such commitment fee shall
       be fully earned on the Closing Date. In the event any Bank ceases to be a
       party to this Agreement at a time when no Event of Default has occurred
       and is continuing, such Bank shall rebate to Agent the pro rata portion
       of such commitment fee attributable to the months remaining until the
       Maturity Date. Agent shall distribute the rebated fee to the Banks
       according to any increase in their pro rata share of the Commitment, to
       any replacement Bank according to its pro rata share of the Commitment,
       or if no Banks assume the departing Bank's pro rata share of the
       Commitment, to the Borrowers.

                     (b) On July 1, 1998, Borrowers shall pay to Banks a fee
       equal to 1.5% of the then total outstanding balance owing to Banks
       hereunder.

              3.3.  Eurodollar Fees and Costs

                     (a) If, after the date hereof, the existence or occurrence
       of any Special Eurodollar Circumstance shall, in the reasonable
       discretion of any Bank, make it unlawful, impossible or impracticable for
       such Bank or its Eurodollar Lending Office to make or maintain any
       Eurodollar Loan, or materially restrict the authority of such Bank to
       purchase or sell, or to take deposits of, dollars in the Designated
       Eurodollar Market, or to determine or charge interest rates based upon
       the Eurodollar Rate, then such Bank will notify Agent and such Bank's
       obligation to make Eurodollar Loans shall be suspended for the duration
       of such illegality, impossibility or impracticability and Agent forthwith
       shall give notice thereof to the other Banks and Borrowers. Upon receipt
       of such notice, the outstanding principal amount of such Bank's
       Eurodollar Loans, together with accrued interest thereon, automatically
       shall be converted to Prime Rate Loans on either (1) the last day of the
       Eurodollar Period(s) applicable to such Eurodollar Loans if such Bank may
       lawfully 

                                      -24-
<PAGE>   30

       continue to maintain and fund such Eurodollar Loans to such day(s) or (2)
       immediately if such Bank may not lawfully continue to fund and maintain
       such Eurodollar Loans to such day(s), provided that in such event the
       conversion shall not be subject to payment of a prepayment fee under
       Section 3.3(c). In the event that such Bank is unable, for the reasons
       set forth above, to make, maintain or fund any Eurodollar Loan, such Bank
       shall fund such amount as a Prime Rate Loan, and such amount shall be
       treated in all respects as a Prime Rate Loan.

                     (b) If, with respect to any proposed Eurodollar Loan:

                            (1) Agent reasonably determines that, by reason of
              Special Eurodollar Circumstances, deposits in dollars (in the
              applicable amounts) are not being offered to each of the Banks in
              the Designated Eurodollar Market for the applicable Eurodollar
              Period; or

                            (2) the Requisite Banks advise Agent that the
              Eurodollar Rate as determined by the Banks (i) does not represent
              the effective pricing to the Banks for deposits in dollars in the
              Designated Eurodollar Market in the relevant amount for the
              applicable Eurodollar Period, or (ii) will not adequately and
              fairly reflect the cost to such Banks of making the applicable
              Eurodollar Loans;

       then Agent forthwith shall give notice thereof to Borrowers and the
       Banks, whereupon until Agent notifies Borrowers that the circumstances
       giving rise to such suspension no longer exist, and the obligation of the
       Banks to make any future Eurodollar Loans shall be suspended.

                     (c) Upon payment or prepayment of any Eurodollar Loan, or
       conversion of a Eurodollar Loan to a Prime Rate Loan (other than as the
       result of a conversion required under Section 3.3(a)), on a day other
       than the last day in the applicable Eurodollar Period (whether
       voluntarily, involuntarily, by reason of acceleration, or otherwise),
       Borrowers shall pay to the Banks an amount equal to the accrued interest
       on the amount prepaid plus a prepayment fee equal to the amount (if any)
       by which: (1) the additional interest which would have been payable on
       the amount prepaid had it not been paid until the last day of the
       Eurodollar Period, exceeds (2) the interest which would have been
       recoverable by placing the amount prepaid on deposit in the Eurodollar
       market for a period starting on the date on which it was prepaid and
       ending on the last day of the Eurodollar Period for such portion, plus
       all reasonable out-of-pocket expenses incurred by Banks and reasonably
       attributable to such payment or prepayment; provided that no prepayment
       fee shall be payable (and no credit or rebate shall be required) if the
       product of the foregoing formula is not positive. Each Bank's
       determination of the amount of any prepayment fee payable under this
       Section 3.3(c) shall be conclusive in the absence of manifest error.

                     (d) Borrowers hereby indemnify each Bank against, and
       agrees to hold each Bank harmless from and reimburse each Bank on demand
       for, all reasonable costs, expenses, claims, penalties, liabilities,
       losses, legal fees and damages (including, without 


                                      -25-
<PAGE>   31

       limitation, any interest paid by any Bank for deposits in dollars in the
       Designated Eurodollar Market and any loss sustained by any Bank in
       connection with the reemployment of funds) incurred or sustained by such
       Bank, as reasonably determined by such Bank, as a result of any failure
       of Borrowers to borrow on the date or in the amount specified in any
       Request for Loan or Request for Redesignation of Loans; provided that
       such Bank shall not be entitled to indemnification for any loss caused by
       its own gross negligence or willful misconduct. The determination of such
       amount by each Bank shall be conclusive in the absence of manifest error.

                     (e) Any Bank requesting any payment from Borrowers under
       this Section 3.3, shall, at the request of Borrowers, provide reasonable
       detail to Borrowers regarding the manner in which the amount of any such
       payment has been determined.

              3.4 Letter of Credit Fees. Borrowers shall pay to the Issuing Bank
a letter of credit fee of 1.5% of the face amount of the Standby Letter of
Credit for the term of such Standby Letter of Credit issued under Section 2.6,
payable at the time of issuance. Each Standby Letter of Credit fee is earned
upon issuance of each Standby Letter of Credit and is nonrefundable. The Issuing
Bank promptly shall make available to the Agent in immediately available funds,
and the Agent promptly shall make available to the Banks in immediately
available funds, pro rata according to their percentages of the Commitment, the
portion of each Standby Letter of Credit fee which is for the account of the
Banks as aforesaid.

              3.5 Agent Fee. Upon the Closing Date and from time to time
thereafter, Borrowers shall pay to Agent, fees as agreed between Borrowers and
Agent in a separate agreement.

              3.6 Late Payments/Default Rate.

                     (a) Should any installment of principal or interest or any
       fee or cost or other amount payable under any Loan Document to the Agent
       or any Bank not be paid when due, such installment shall thereafter bear
       interest at a fluctuating interest rate per annum at all times equal to
       two percent (2.0%) above the then prevailing applicable Prime Rate based
       interest rate for all Loans made hereunder, to the fullest extent
       permitted by applicable Law. Accrued and unpaid interest on past due
       amounts (including, without limitation, interest on past due interest)
       shall be compounded monthly, on the last day of each calendar month, to
       the fullest extent permitted by applicable Law and payable on the first
       day of the following month.

                     (b) Upon the occurrence and during the continuance of any
       other Event of Default, at the option of the Requisite Banks, Borrowers
       shall pay interest on the outstanding principal and interest at the
       Default Rate. This shall not constitute a waiver of any Event of Default.

              3.7 Computation of Interest and Fees. All computations of interest
and fees under any Loan Document that relate to any Prime Rate Loan or any
Eurodollar Loan shall be calculated on the basis of a year of 360 days and the
actual number of days elapsed.


                                      -26-
<PAGE>   32



              3.8 Non-Banking Days. If any payment to be made by Borrowers or
any other Party under any Loan Document shall come due on a day other than a
Banking Day (and a Eurodollar Banking Day, in the case of a Eurodollar Loan),
payment shall be made on the next succeeding Banking Day (and, in the case of a
Eurodollar Loan, the next succeeding Eurodollar Banking Day that is also a
Banking Day) and the extension of time shall be reflected in computing interest.

              3.9  Manner and Treatment of Payments.

                     (a) Borrowers agree that interest and principal payments
       and any fees will be deducted automatically on the due date from the
       Designated Deposit Account, or any other accounts of Borrowers held by
       Agent which contain sufficient funds. Such debits shall occur on the
       dates the payments become due. If the due date does not fall on a Banking
       Day, Agent will cause such debits to be made on the first Banking Day
       following the due date. Borrowers shall maintain sufficient funds in the
       Designated Deposit Account on the dates Agent enters debits authorized by
       this Agreement. If there are insufficient funds in the Designated Deposit
       Account or the other accounts of Borrowers on the date Agent enters any
       debit authorized by this Agreement, Borrowers shall immediately, after
       notice from Agent, pay such shortfall to Agent. The amount of all
       payments received by the Agent for the account of each Bank shall be
       immediately paid by the Agent to the applicable Bank in immediately
       available funds. All payments shall be made in lawful money of the United
       States of America.

                     (b) Each Bank shall use its best efforts to keep a record
       of Loans made by it and payments received by it with respect to each Note
       and such record shall be presumptive evidence of the amounts owing.

                     (c) Each payment or prepayment on account of any Loan shall
       be made and applied pro rata according to the outstanding Loans made by
       each Bank.

                     (d) Each payment of any amount payable by Borrowers and/or
       any other Party under this Agreement and/or any other Loan Document shall
       be made free and clear of, and without reduction by reason of, any taxes,
       assessments or other charges imposed by any Governmental Agency, central
       bank or comparable authority.

              3.10 Funding Sources. Nothing in this Agreement shall be deemed to
obligate Agent or any Bank to obtain the funds for any Loan in any particular
place or manner or to constitute a representation by Agent or any Bank that it
has obtained or will obtain the funds for any Loan in any particular place or
manner.

              3.11 Failure to Charge Not Subsequent Waiver. Any decision by
Agent or any Bank not to require payment of any interest (including default
interest), fee, cost or other amount payable under any Loan Document on any
occasion shall in no way limit or be deemed a waiver 

                                      -27-

<PAGE>   33

of Agent's or such Bank's right to require full payment of any interest
(including default interest), fee, cost or other amount payable under any Loan
Document on any other or subsequent occasion.

              3.12 Agent's Right to Assume Payments Will be Made by Borrowers.
Unless the Agent shall have been notified by Borrowers prior to the date on
which any payment to be made by Borrowers hereunder is due that Borrowers do not
intend to remit such payment, the Agent may, in its discretion, assume that
Borrowers will make such payment when so due and the Agent may, in its
discretion and in reliance upon such assumption, make available to each Bank on
such payment date an amount equal to such Bank's share of such assumed payment.
If Borrowers do not in fact make such payment to the Agent, each Bank shall
forthwith on demand repay to the Agent the amount of such assumed payment made
available to such Bank, together with interest thereon in respect of each day
from and including the date such amount was made available by the Agent to such
Bank to the date such amount is repaid to the Agent at a rate per annum equal to
the actual cost to the Agent of funding such amount as notified by the Agent to
such Bank.

              3.13 Survivability. All of Borrowers' obligations under this
Article 3 shall survive for one year following the date on which all Loans
hereunder are fully paid.

              3.14 Unused Line Fee. On the last day of each calendar quarter,
commencing with the first such date to occur after the Closing Date, Borrower
shall pay to Banks a fee of .25% per annum based on the difference between the
Line A Commitment and an amount equal to the weighted average Total Outstanding
during the previous quarterly period or portion thereof. On the last day of each
calendar quarter, commencing with the first such date to occur after the Closing
Date, Borrower shall pay to Banks a fee of .25% per annum on the difference
between the Line B Commitment and an amount equal to the weighted average
balance of the principal amounts of the outstanding Line B Loans during the
previous quarterly period or portion thereof.

                                      -28-
<PAGE>   34



                                    ARTICLE 4
                         REPRESENTATIONS AND WARRANTIES

              Borrowers represent and warrant to Agent and each Bank, as of the
Closing Date, that:

              4.1 Existence and Qualification; Power; Compliance With Laws

              (a)  The Sports Club Company, Inc. is a corporation duly
       formed, validly existing and in good standing under the Laws of
       Delaware.  The chief executive offices of SCC, Inc. are in Los
       Angeles, California.

              (b)  The Spectrum Club Company, Inc. is a corporation duly
       formed, validly existing and in good standing under the Laws of
       California.  Its chief executive offices are in Los Angeles,
       California.

              (c)  Pontius Realty, Inc. is a corporation duly formed,
       validly existing and in good standing under the Laws of California.
       Its chief executive offices are in Los Angeles, California.

              (d)  Sports Club, Inc. of California is a corporation duly
       formed, validly existing and in good standing under the Laws of
       California.  Its chief executive offices are in Los Angeles,
       California.

              (e)  Irvine Sports Club, Inc. is a corporation duly formed,
       validly existing and in good standing under the Laws of California.
       Its chief executive offices are in Los Angeles, California.

              (f)  The SportsMed Company, Inc. is a corporation duly
       formed, validly existing and in good standing under the Laws of
       California.  Its chief executive offices are in Los Angeles,
       California.

              (g)  SCC Sports Club, Inc. is a corporation duly formed,
       validly existing and in good standing under the Laws of Texas.  Its
       chief executive offices are in Los Angeles, California.

              (h)  L.A./Irvine Sports Clubs, Ltd. is a limited partnership
       duly formed, validly existing and in good standing under the Laws of
       California.  Its chief executive offices are in Los Angeles,
       California.

              (i)  Talla New York, Inc. is a corporation duly formed,
       validly existing and in good standing under the Laws of New York.
       Its chief executive offices are in Los Angeles, California.


                                      -29-
<PAGE>   35



              (j)    Green Valley Spectrum Club, Inc. is a corporation duly
       formed, validly existing and in good standing under the Laws of
       Nevada.  Its chief executive offices are in Los Angeles, California.

              (k)    Spectrum Club/Anaheim Hills, Inc. is a corporation duly
       formed, validly existing and in good standing under the Laws of
       California.  Its chief executive offices are in Los Angeles,
       California.

Each Borrower is duly qualified or registered to transact business and is in
good standing in each other jurisdiction in which the conduct of its business or
the ownership or leasing of its Properties makes such qualification or
registration necessary, except where the failure so to qualify or register and
to be in good standing would not have a material adverse effect on the business,
operations or condition (financial or otherwise) of such Borrower and its
Subsidiaries, taken as a whole. Each Borrower has all requisite power and
authority to conduct its business, to own and lease its Properties and to
execute, deliver and perform all of its Obligations under the Loan Documents.
All outstanding shares of capital stock of each Borrower, as applicable, are
duly authorized, validly issued, fully paid, non-assessable and issued in
compliance with all applicable state and federal securities and other Laws. Each
Borrower is in compliance with all Laws and other legal requirements applicable
to its business, has obtained all authorizations, consents, approvals, orders,
licenses and permits from, and has accomplished all filings, registrations and
qualifications with, or obtained exemptions from any of the foregoing from, any
Governmental Agency that are necessary for the transaction of its business,
except where the failure so to comply, file, register, qualify or obtain
exemptions would not have a material adverse effect on the business, operations
or condition (financial or otherwise) of such Borrower and its Subsidiaries,
taken as a whole.

              4.2 Authority; Compliance With Other Agreements and Instruments
an. The execution, delivery and performance by each Borrower and its
Subsidiaries of the Loan Documents to which it is a Party have been duly
authorized by all necessary action, and do not and will not:

                     (a) Except as set forth in Schedule 4.2, require any
       consent or approval not heretofore obtained of any partner, director,
       stockholder, security holder or creditor;

                     (b) Violate or conflict with any provision of such Party's
       partnership agreement, certificate of limited partnership, charter,
       articles of incorporation or bylaws, or amendments thereto, as
       applicable;

                     (c) Result in or require the creation or imposition of any
       Lien or Right of Others (other than as provided under the Loan Documents)
       upon or with respect to any Property now owned or leased or hereafter
       acquired by such Party;

                     (d) Violate any provision of any Law (including, without
       limitation, Regulations G, T, U and/or X of the Board of Governors of the
       Federal Reserve System), order, writ, judgment, injunction, decree,
       determination or award presently in effect and having applicability to
       such Party; or

                                      -30-
<PAGE>   36



                     (e) Result in a breach of or constitute a default under, or
       cause or permit the acceleration of any obligation owed under, any
       indenture or loan or credit agreement or any other material agreement,
       lease or instrument to which such Party is a party or by which such Party
       or any of its Property is bound or affected;

       and no Borrower nor any Subsidiary thereof is in default under any Law,
       order, writ, judgment, injunction, decree, determination or award, or any
       indenture, agreement, lease or instrument described in this Section
       4.2(e), in any respect that is materially adverse to the interests of
       Agent or any Bank or that would have any material adverse effect on the
       business, operations or condition (financial or otherwise) of Borrowers
       and their Subsidiaries, taken as a whole.

              4.3 No Governmental Approvals Required. No authorization, consent,
approval, order, license or permit from, or filing, registration or
qualification with, or exemption from any of the foregoing from, any
Governmental Agency is or will be required to authorize or permit under
applicable Law the execution, delivery and performance by any Borrower or any
Subsidiary thereof of the Loan Documents to which it is a Party.

              4.4  Subsidiaries.

                     (a) Except as described in Schedule 4.4, Borrowers do not
       own any capital stock, partnership interest, joint venture interest or
       other equity interest in any Person. Unless otherwise indicated in
       Schedule 4.4 all of the outstanding shares of capital stock or
       partnership or joint venture interests of each Borrower are owned of
       record and beneficially by Borrowers and all securities and interests so
       owned are duly authorized, validly issued, fully paid, non-assessable and
       issued in compliance with all applicable state and federal securities and
       other Laws, and are free and clear of all Liens and Rights of Others.

                     (b) Each Subsidiary identified in Schedule 5.2 as an
       "Inactive Subsidiary" has (i) aggregate collections or distributions of
       cash from its operations of less than $50,000 and (ii) no tangible or
       intangible real or personal property assets having an aggregate fair
       market value in excess of $50,000.

                     (c) Each Subsidiary of each Borrower is a legal entity of
       the form described for that Subsidiary in Schedule 4.4, duly formed,
       validly existing and in good standing under the Laws of its jurisdiction
       of formation, is duly qualified or registered to transact business and is
       in good standing in each other jurisdiction in which the conduct of its
       business or the ownership or leasing of its Properties makes such
       qualification or registration necessary, except where the failure so to
       qualify or register and to be in good standing does not have a material
       adverse effect on the business, operations or condition (financial or
       otherwise) of the Borrowers and their Subsidiaries, taken as a whole, and
       has all requisite legal power and authority to conduct its business and
       to own and lease its Properties and to execute, deliver and perform all
       of its Obligations under the Loan Documents.


                                      -31-
<PAGE>   37



                     (d) Each Subsidiary of each Borrower is in compliance with
       all Laws and other legal requirements applicable to its business, has
       obtained all authorizations, consents, approvals, orders, licenses and
       permits from, and has accomplished all filings, registrations and
       qualifications with, or obtained exemptions from any of the foregoing
       from, any Governmental Agency that are necessary for the transaction of
       its business, except where the failure to so comply, file, register,
       qualify or obtain exemptions would not have a material adverse effect on
       the business, operations or condition (financial or otherwise) of the
       Borrowers and their Subsidiaries, taken as a whole.

              4.5 Financial Statements. Borrowers have furnished to Agent and
the Banks (a) the audited consolidated balance sheet of Borrowers and their
Subsidiaries as at December 31, 1996, and audited consolidated income statement
and cash flow statement of Borrowers and their Subsidiaries for their fiscal
year then ended, and (b) the unaudited consolidated balance sheets of Borrowers
and their Subsidiaries as at September 30, 1997, and unaudited consolidated
income statements, cash flow statements of Borrowers and their Subsidiaries and
unaudited individual Club operating statements for such month and for the
portion of their fiscal year ended with such month. Such financial statements
fairly present the financial condition, results of operations and cash flow of
Borrowers and their Subsidiaries as at such dates and for such periods, in
conformity with generally accepted accounting principles, consistently applied,
provided that the balance sheets and statements referred to in (b) above are
subject to normal year-end audit adjustments.

              4.6 No Other Liabilities; No Material Adverse Changes. Except as
set forth in Schedule 4.6 hereto, Borrowers and their Subsidiaries do not have
any material liability or material contingent liability not reflected or
disclosed in the financial statements or notes thereto described in Section 4.5.
There has been no material adverse change in the business, operations or
condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as
a whole, since the date of the financial statements described in Section 4.5(b).

              4.7 Intangible Assets. Borrowers and their Subsidiaries own, or
possess the unrestricted right to use, all trademarks, trade names, copyrights,
patents, patent rights, licenses and deferred tax assets that are used in the
conduct of their businesses as now operated, and no such intangible asset, to
the best knowledge of Borrowers, conflicts with the valid trademark, trade name,
copyright, patent, patent right or deferred tax asset of any other Person to the
extent that such conflict would have a material adverse effect on the business,
operations or condition (financial or otherwise) of Borrowers and their
Subsidiaries, taken as a whole.

              4.8 Filing of Financing Statements. Upon the filing and/or
recording of financing statements describing the Collateral with the
Governmental Agencies listed in Schedule 4.8, and except for the requirement
that continuation statements periodically be filed and/or recorded with respect
thereto, and upon the taking of possession of the stock certificates of any and
all Borrowers, other than SCC, Inc., all necessary steps will have been taken to
fully perfect and to maintain fully perfected the Liens of Agent and the Banks
on the Collateral, to the fullest extent that such Liens may be perfected
pursuant to Article 9 of the Uniform Commercial Code.


                                      -32-
<PAGE>   38



              4.9 Public Utility Holding Company Act. No Borrower or any
Subsidiary thereof is a "holding company", or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

              4.10 Litigation. Except for (a) the matters set forth in Schedule
4.10, (b) any matter fully covered as to subject matter and amount (subject to
applicable deductibles and retentions) by insurance for which the insurance
carrier has not asserted lack of subject matter coverage or reserved its right
to do so, or (c) any matter, or series of related matters, involving a
threatened claim against Borrowers of less than $100,000, there are no actions,
suits or proceedings pending or, to the best knowledge of Borrowers, threatened
against or affecting Borrowers or any of its Subsidiaries or any Property of any
of them in any court of Law or before any Governmental Agency.

              4.11 Binding Obligations. Each of the Loan Documents to which any
Borrower or any Subsidiary thereof is a Party will, when executed and delivered
by such Party, constitute the legal, valid and binding obligation of such Party,
enforceable against such Party in accordance with its terms.

              4.12 ERISA. No event has occurred and is continuing that is a
Default.

              4.13 ERISA

                     (a)    Except as disclosed in Schedule 4.13, there are
       no Plans.

                     (b)    With respect to each Plan:

                            (1     such Plan complies in all material
              respects with ERISA and any other applicable Law;

                            (2     such Plan has not incurred any material
              "accumulated funding deficiency", as that term is defined in
              Section 302 of ERISA;

                            (3     no "reportable event" (as defined in
              Section 4043 of ERISA) has occurred that could result in the
              termination or disqualification of such Plan;
              and

                            (4 no Borrower nor any Subsidiary thereof has
              engaged in any "prohibited transaction" (as defined in Section
              4975 of the Internal Revenue Code of 1954, as amended).

                     (c)    no Borrower nor any Subsidiary thereof is or has
       been a party to any Multi employer Plan.

                                      -33-
<PAGE>   39

                     (d) Borrowers and their Subsidiaries are in compliance with
       each covenant contained in Section 6.6.

              4.14 Regulations G, T, U and X; Investment Company Act. No
Borrower nor any of its Subsidiaries is engaged t principally, or as one of its
important activities, in the business of extending credit for the purpose of
"purchasing" or "carrying" any "margin stock" or "margin security" within the
meanings of Regulations G, T, U or X, respectively, of the Board of Governors of
the Federal Reserve System. If requested by Agent or any Bank, Borrowers will
furnish or will cause their Subsidiaries, as requested, to furnish Agent or any
Bank with a statement or statements in conformity with the requirements of
Federal Reserve Forms G-3 and/or U-1 referred to in Regulations G or U of said
Board of Governors. No part of the proceeds of any Loan hereunder will be used
to purchase or carry any such "margin security" or "margin stock" or to extend
credit to others for the purpose of purchasing or carrying any such "margin
security" or "margin stock" in violation of Regulations G, T, U or X of said
Board of Governors. No Borrower nor any of its Subsidiaries is or is required to
be registered under the Investment Company Act of 1940.

              4.15 Disclosure. No written statement made by Borrowers or any
Subsidiary thereof to Agent or any Bank in connection with this Agreement, or in
connection with any Loan, or in connection with the issuance of any Letter of
Credit, contains any untrue statement of a material fact or omits a material
fact necessary to make the statement made not misleading. To the best knowledge
of Borrowers, there is no fact which Borrowers have not disclosed to Agent and
the Banks in writing which materially and adversely affects nor, so far as
Borrowers can now foresee, is reasonably likely to prove to affect materially
and adversely the business, operations, Properties, prospects, profits or
condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as
a whole, or the ability of Borrowers and their Subsidiaries to perform their
Obligations under the Loan Documents.

              4.16 Tax Liability. Borrowers and their Subsidiaries have filed
all income tax returns which are required to be filed, and have paid, or made
provision for the payment of, all taxes which have become due pursuant to said
returns or pursuant to any assessment received by any Borrower or any Subsidiary
thereof, except such taxes, if any, as are being contested in good faith and as
to which adequate reserves have been provided.

              4.17 Projections. The financial projections set forth in Schedule
4.17 are based on facts known to Borrowers and on assumptions that are
reasonable and consistent with such facts. To the best knowledge of Borrowers,
except as may be disclosed on Schedule 4.17, no material fact or assumption is
omitted as a basis for such projections, and such projections are reasonably
based on such facts and assumptions. Nothing in this Section 4.17 shall be
construed as a representation that such projections in fact will be achieved.

              4.18 Fiscal Year. Borrowers and their Subsidiaries each operate on
a fiscal year corresponding to the calendar year and ending on December 31, the
fiscal months of which correspond to the calendar months of the calendar year.


                                      -34-
<PAGE>   40



              4.19 Employee Matters. There is no strike, work stoppage or labor
dispute with any union or group of employees pending or overtly threatened
involving Borrowers or any of their Subsidiaries. Since June 1996, there has
been no increase in the salary, bonus or other compensation arrangements of the
employees of Borrowers and their Subsidiaries other than normal increases in the
ordinary course of business.


                                      -35-
<PAGE>   41



                                    ARTICLE 5
                              AFFIRMATIVE COVENANTS
                           (OTHER THAN INFORMATION AND
                             REPORTING REQUIREMENTS)

              So long as any Loan or any other indebtedness owing in connection
therewith remains unpaid hereunder or any portion of the Commitment remains
outstanding, Borrowers shall, and shall cause each of its Subsidiaries to,
unless the Requisite Bank otherwise consent in writing:

              5.1 Payment of Taxes and Other Potential Charges. Pay and
discharge promptly all taxes, assessments and governmental charges or levies
imposed upon any of them, upon their respective Property or any part thereof,
upon their respective income or profits or any part thereof or upon any right or
interest of Agent or any Bank under any Loan Document, except that Borrowers and
their Subsidiaries shall not be required to pay or cause to be paid (a) any
income or gross receipts tax generally applicable to banks or (b) any tax,
assessment, charge or levy that is not yet past due, or is being contested in
good faith by appropriate proceedings, so long as the relevant entity has
established and maintains adequate reserves for the payment of the same and by
reason of such nonpayment and contest no material item or portion of Property of
Borrowers and their Subsidiaries, taken as a whole, is in jeopardy of being
seized, levied upon or forfeited.

              5.2 Preservation of Existence. Preserve and maintain their
respective existences, except for mergers permitted in Section 6.3 of this
Agreement. Preserve and maintain all material licenses, rights, franchises and
privileges in the jurisdiction of their formation and all authorizations,
consents, approvals, orders, licenses, permits, or exemptions from, or
registrations with, any Governmental Agency that are necessary for the
transaction of their respective business. Qualify and remain qualified to
transact business in each jurisdiction in which such qualification is necessary
in view of their respective business, except any Subsidiaries listed in Schedule
5.2 that are inactive or have immaterial assets. With respect to any
Subsidiaries listed in Schedule 5.2 that are inactive or have immaterial assets,
Borrowers shall immediately give Agent and the Banks written notice of any
change in such entities' respective existences or statuses of qualification.

              5.3 Maintenance of Properties. Maintain, preserve and protect all
of their respective Properties and equipment in good order and condition,
subject to replacement wear and tear in the ordinary course of business, and not
permit any waste of their respective Properties, except that the failure to
maintain, preserve and protect a particular item of Property or equipment that
is not of significant value, either intrinsically or to the operations of
Borrowers and their Subsidiaries, taken as a whole, shall not constitute a
violation of this covenant.

              5.4 Maintenance of Insurance. Maintain liability and casualty
insurance with responsible insurance companies acceptable to the Requisite Banks
in such amounts and against such risks as is usually carried by responsible
companies engaged in similar businesses and owning similar Properties in the
general areas in which Borrowers and their Subsidiaries operate; and, as
requested by the Agent, cause the Agent and the Banks to be designated as
additional insureds and loss payees with respect to such insurance, and obtain
the written agreement of such insurers that 

                                      -36-


<PAGE>   42

such insurance shall not be canceled or terminated, nor shall the coverage or
terms or exclusions thereof be materially modified, without at least thirty (30)
days prior written notice to the Agent.

              5.5 Compliance With Laws. Comply with the requirements of all
applicable Laws and orders of any Governmental Agency, noncompliance with which
could materially adversely affect the business, operations or condition
(financial or otherwise) of Borrowers and their Subsidiaries, taken as a whole,
except that Borrowers and their Subsidiaries need not comply with a requirement
then being contested by any of them in good faith by appropriate proceedings so
long as no interest of Agent or any Bank would be materially impaired thereby.

              5.6 Additional Borrowers. In the event (i) the aggregate amount of
all advances to, investments in or commitments to any Non-Borrower Affiliate by
Borrowers, after the date hereof, exceeds at any time $200,000, in addition to
the amounts set forth for the Non-Borrower Affiliates in Schedule 5.6, but
excluding accrued management fees owing to Borrowers from such Non-Borrower
Affiliates, (ii) any Non-Borrower Affiliate identified in Schedule 5.2 ceases to
meet the criteria for an "Inactive Subsidiary", (iii) any Borrower becomes a
majority shareholder or a general partner of any Non-Borrower Affiliate now or
hereafter existing, or (iv) any Borrower or Borrowers, taken as a whole, obtain
a majority of the partnership or other ownership interests of any Non-Borrower
Affiliate, Borrowers shall cause such Non-Borrower Affiliate to become a
Borrower hereunder or enter into such other agreement or arrangement with Banks
concerning such Non-Borrower Affiliate as may be acceptable to the Requisite
Bank in its sole discretion. In order to add a Non-Borrower Affiliate as a
Borrower hereunder, the Borrowers shall deliver to Agent and Banks (a) the
agreement of such Non-Borrower Affiliate to be added as a Borrower hereunder and
to be bound by the terms hereof, (b) the agreement of the owners of all capital
stock or other ownership interests, as applicable, of such new Borrower to
become a party to the Pledge Agreement, (c) the certificates and other documents
required to be delivered pursuant to the terms of the Pledge Agreement, and (d)
such other documents as the Requisite Banks may reasonably require. Schedule 5.6
attached hereto sets forth as of the date hereof the amount of all advances to,
investments in or commitments to any Non-Borrower Affiliate by Borrowers, the
percentage ownership of each Borrower in any Non-Borrower Affiliate, and
Borrowers which are general partners of any Non-Borrower Affiliate.

              5.7 Inspection Rights. Upon reasonable notice by Agent or any Bank
to Borrowers, at any time during regular business hours and as reasonably
requested, permit Agent or any Bank, or any employee, agent or representative
thereof, to examine, audit and make copies and abstracts from the records and
books of account and to visit and inspect the Properties of Borrowers and their
Subsidiaries and to discuss the affairs, finances and accounts of Borrowers and
their Subsidiaries with any of their officers and key employees, customers or
vendors, and, upon request, furnish promptly to Agent or any Bank true copies of
all financial information and internal management reports made available to the
senior management of Borrowers or any of their Subsidiaries. If any of
Borrowers' Property, books or records are in the possession of a third party,
Borrowers, upon not less than three (3) days' advance notice, hereby authorize
such third party to permit Agent or the Banks to have access to perform
inspections or audits and to respond to Agent's or a Bank's request for
information concerning such Property, books or records. If an 

                                      -37-
<PAGE>   43

Event of Default has occurred and is continuing, no advance notice of any audits
and inspections shall be required.

              5.8 Keeping of Records and Books of Account. Keep adequate records
and books of account reflecting all financial transactions in conformity with
generally accepted accounting principles, consistently applied, and in material
conformity with all applicable requirements of any Governmental Agency having
regulatory jurisdiction over Borrowers or any of their Subsidiaries.

              5.9 Compliance With Agreements, Duties, Obligations. Promptly and
fully comply with all their respective agreements, duties and obligations under
the Loan Documents, and with material terms of any other material agreements,
indentures, leases and/or instruments to which any one or more of them is a
party, whether such other agreements, indentures, leases and/or instruments are
with Agent and any Bank or another Person.

              5.10 Use of Proceeds. Use the proceeds of the Loans for the
following purposes only: Line A shall be used for working capital purposes,
Standby Letters of Credit and to fund the acquisition and the development of new
Clubs; Line B shall be used only to fund acquisitions of new Clubs and the
development of new Clubs.

                                      -38-
<PAGE>   44



                                    ARTICLE 6
                               NEGATIVE COVENANTS

              So long as any Loan or other indebtedness owing in connection
therewith remains unpaid hereunder or any portion of the Commitment remains
outstanding, Borrowers shall not (and shall cause each of their Subsidiaries to
not) unless the Requisite Banks otherwise consent in writing:

              6.1 Disposition of Property. Sell, assign, exchange, transfer,
lease or otherwise dispose of, or contract to sell, assign, exchange, transfer,
lease or otherwise dispose of, any of their respective Properties, whether now
owned or hereafter acquired, and whether to an Affiliate or otherwise, except
(a) Properties sold, assigned, exchanged, transferred, leased or otherwise
disposed of in the ordinary course of business, and (b) as permitted under
Section 6.3.

              6.2 Transactions with Borrowers and Non-Borrower Affiliates.
Advance funds to, guarantee obligations of, or make any tes other investments in
or commitments or make distributions to any Non-Borrower Affiliate unless (a)
such Non-Borrower Affiliate is made a Borrower under this Agreement or some
other arrangement acceptable to the Requisite Banks in their sole discretion is
made in accordance with Section 5.6, or (b) the aggregate amount of all advances
to, guaranties of, investments in and commitments to all Non-Borrower Affiliates
does not exceed $200,000, in addition to the amounts set forth for the
Non-Borrower Affiliates in Schedule 5.6, but excluding accrued management fees
owing to Borrowers from such Non-Borrower Affiliates, Borrowers shall provide
Agent and Banks a monthly report detailing such transactions, such report to be
in a form as is acceptable to Agent and Requisite Banks. The Borrowers shall
have the right, with the consent of the Requisite Banks, not to be unreasonably
withheld but subject to such terms and conditions as the Requisite Banks may
require, to add any Non-Borrower Affiliate as a Borrower hereunder. In addition
to the foregoing, Borrowers shall not (and shall cause each of their
Subsidiaries to not) advance any funds to or transfer any assets to any Borrower
or Non-Borrower Affiliate which is indebted to AT&T Commercial in excess of what
is then owed by such advancing or lending Borrower to such recipient Borrower or
Non-Borrower Affiliate without the Requisite Banks' prior written consent.

              6.3 Mergers, Investments, Acquisitions and New Club Developments .
Merge, consolidate or amalgamate with or into any Person, except mergers,
consolidations or amalgamations of a Subsidiary of a Borrower into a Borrower
(with such Borrower as the surviving entity) prior notice of the details of
which shall have been given to the Agent and Banks. Make any Acquisition or
enter into any agreement to make any Acquisition (a) in an amount requiring
payment in excess of $2,500,000 of Borrowers' cash within one year of such
Acquisition or (b) at a sum greater than four times the historical cash flow of
the acquired entity with acceptable adjustments for identifiable savings which
will occur as a result of such Acquisition. Pursue any new Club developments
which are not projected to generate positive EBITDA for the twelve-month period
commencing on the first anniversary following completion of such new Club
developments. In connection with an Acquisition meeting the above requirements,
the Borrowers may enter into a partnership or a corporate or other joint venture
with one or more unaffiliated Persons, and may incur debt in the form of
purchase money or lessor financing. In any event, no 

                                      -39-
<PAGE>   45

more than three mergers, Acquisitions or new Clubs in the "pre sale phase of
development" shall be pursued at any given time. "Pre sale phase of development"
shall mean the period during which memberships in the new Clubs are offered for
sale prior to the date the Club opens for business. Prior to any Acquisition,
Borrowers shall deliver to Agent and Banks (i) a pro forma financial statement
giving effect to the proposed Acquisition, (ii) a pro forma compliance
certificate executed by a Responsible Official of a Borrower certifying that
giving effect to the proposed Acquisition, Borrowers shall be in compliance with
the terms of this Section 6.3 and all other terms and financial covenants set
forth in this Agreement, (iii) a schedule of sources and uses of funds, and (iv)
such other details about such Acquisition as Agent or any Bank may request.
Prior approval of any Acquisition shall be required for the Requisite Banks.

              Concurrent with the execution of this Agreement, Banks acknowledge
receipt of a request from Borrowers for funding an amount not to exceed
$6,000,000 in connection with the purchase of land and a building by The
Spectrum Club Company, Inc. and its development as a new Spectrum Club in
Thousand Oaks, California (the "Thousand Oaks Club"). Funding for the Thousand
Oaks Club Acquisition has been approved subject to the following:

                     (a) the occurrence of no material adverse change with
       respect to the Borrowers or the proposed Acquisition and no Default
       having occurred prior to such funding or would occur as a result of such
       funding;

                     (b) a concurrent closing of the escrow with respect to the
       Thousand Oaks Club pursuant to the escrow instructions as provided to
       Agent and Banks; and

                     (c) evidence of full compliance with all other terms and
       conditions of this Agreement both before and after such Acquisition.

              6.4 Profitability. Fail to maintain on a combined basis a positive
net income after taxes and extraordinary items on a monthly basis.

              6.5 Redemption, Dividends and Distributions; Payments to Partners.
Redeem or repurchase stock or partnership interests, declare or pay any
dividends or make any other distribution, whether of capital, income or
otherwise, and whether in Cash or other Property, except that, subject to
applicable statutory restrictions and provided no Event of Default exists or
would exist after such action, (a) any Borrower or Subsidiary of a Borrower may,
subject to Section 6.2, declare and pay dividends or make distributions directly
or indirectly to another Borrower, (b) SCC, Inc. may make a Qualified Stock
Repurchase, (c) Borrowers and Subsidiaries may, subject to Section 6.2, pay
partner distributions as required under the partnership agreements as currently
in effect as of the date hereof, or with such amendments as are approved in
writing by the Requisite Banks, of L.A./Irvine Sports Clubs, Ltd., El Segundo
TDC, Ltd., Sports Connection-ES/MB and Reebok-Sports Club/NY or any other entity
approved in writing by the Requisite Banks pursuant to Section 5.6 of this
Agreement, and (d) Borrowers and Subsidiaries may declare or make operating
distributions or declare or pay dividends or make distributions in connection
with the purchase of partnership interests in L.A./Irvine Sports Clubs, Ltd., El
Segundo TDC, Ltd., Sports Connection-ES/MB and/or Reebok-Sports Club/NY or any
other 

                                      -40-
<PAGE>   46

entity approved in writing by the Requisite Banks pursuant to Sections 5.6 and
6.2 of this Agreement.

              6.6  ERISA.

                     (a) At any time, maintain, or be or become obligated to
       contribute on behalf of its employees to, any Plan, other than those
       Plans disclosed in Schedule 4.13.

                     (b)    At any time, permit any Plan to:

                            (1 engage in any "prohibited transaction",
              as such term is defined in Section 4975 of the Internal
              Revenue Code of 1954, as amended;

                            (2 incur any material "accumulated funding
              deficiency", as that term is defined in Section 302 of ERISA;
              or

                            (3 terminate in a manner which could result in
              liability of Borrowers or any Subsidiary thereof to the Plan or to
              the PBGC or the imposition of a Lien on the Property of Borrowers
              or any Subsidiary thereof pursuant to Section 4068 of ERISA.

                     (c) At any time, assume any obligation to contribute to any
       Multiemployer Plan, nor shall Borrowers or any Subsidiary thereof acquire
       any Person or assets of any Person which has, or has had at any time from
       and after January 2, 1974, an obligation to contribute to any
       Multiemployer Plan.

                     (d) Fail immediately to notify Agent and Banks of the
       occurrence of any "reportable event" (as defined in Section 4043 of
       ERISA) or of any "prohibited transaction" (as defined in Section 4975 of
       the Internal Revenue Code of 1954, as amended) with respect to any Plan
       or any trust created thereunder. Upon request by Agent or any Bank,
       Borrowers promptly shall furnish to Agent and Banks copies of any reports
       or other documents filed by Borrowers or any Subsidiary thereof with the
       United States Secretary of Labor, the PBGC and/or the Internal Revenue
       Service, with respect to any Plan.

                     (e) At any time, permit any Plan to fail to comply with
       ERISA or other applicable Law in any material respect.

              6.7 Change in Nature of Business/Management. Make any material
change in the nature of the business of Borrowers and their Subsidiaries, as
conducted and presently proposed to be conducted, or remove or allow removal of
D. Michael Talla, John Gibbons or Timothy O'Brien from any management position
presently held by him, unless evidence of satisfactory progress to procure a
replacement acceptable to the Requisite Banks is delivered to Agent and Banks
within 30 days thereafter.


                                      -41-
<PAGE>   47



              6.8 Transactions with AT&T Commercial. Create, incur, assume or
suffer to exist (and shall cause each of their Affiliates to not create, incur
or assume or suffer to exist) any additional indebtedness for borrowed money or
any liability to AT&T Commercial in excess of the then current outstandings
under the "Loan Agreement," as that term is defined in the Subordination
Agreement (provided that such limitation shall not affect AT&T Commercial's
right to make advances or charges in connection with its rights and remedies
under such Loan Agreement or a refinancing of the then existing amounts owing
under such Loan Agreement); guaranty or otherwise become responsible for the
indebtedness or obligations of any other Person to AT&T Commercial; modify,
supplement or amend (and cause each of their Affiliates to not modify,
supplement or amend) any loan documents with AT&T Commercial which would
directly or indirectly affect or modify the terms of the Subordination
Agreement.

              6.9 Indebtedness, Guaranties and Liens. Create, incur, assume or
suffer to exist any Lien of any nature upon or with respect to any of their
respective Properties, whether now owned or hereafter acquired; create, incur or
assume any indebtedness for borrowed money or in connection with the purchase of
Property or any liability to the issuer of any letter of credit; guaranty or
otherwise become responsible (including, but not limited to, any agreement to
purchase any obligations, stock, Property, goods or services or to supply or
advance any funds, Property, goods or services) for the indebtedness or
obligations of any other Person; or incur any lease obligation that is required
to be capitalized under generally accepted accounting principles, except:

                     (a) Indebtedness and Liens securing obligations incurred in
       the ordinary course of business and incurred in connection with purchase
       money transactions including real estate or equipment or fixture
       purchases, provided that the amount of such transactions does not exceed
       an aggregate amount of $1,000,000 principal (or the equivalent thereof)
       in any one fiscal year;

                     (b) Indebtedness and Liens securing obligations incurred in
       connection with purchase money equipment financing for new Club
       developments or Acquisitions to the extent permitted under Section 6.3;

                     (c) Indebtedness and Liens (i) 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 $85,000,000 proposed note offering or
       other equity or debt offering in any amount, to the extent the proceeds
       of such Indebtedness and/or Liens are used to pay in full all
       Obligations, including payment of all indebtedness owing under the Notes.

                     (d) Liens securing the claims or demands of materialmen,
       mechanics, and other like Persons not yet delinquent or being contested
       in good faith by appropriate proceedings and for which appropriate
       reserves are maintained;


                                      -42-

<PAGE>   48

                     (e) Indebtedness, liabilities, guaranties or Liens in favor
       of Agent and Banks under this Agreement, the Notes and the other Loan
       Documents;

                     (f) Indebtedness and Liens listed on Schedule 6.9 or
       Indebtedness and Liens arising out of the extension or refinancing of the
       obligations of Borrowers described on Schedule 6.9, provided that such
       obligations are not increased and are not secured by any additional
       property;

                     (g) Guaranties arising from endorsement, in the
       ordinary course of collection, of negotiable instruments;

                     (h) Indebtedness and Liens for taxes and assessments or
       other government charges or levies if not yet due and payable or, if due
       and payable, which are being contested in good faith by appropriate
       proceedings and for which appropriate reserves are maintained;

                     (i) Liens under workers' compensation, unemployment
       insurance, social security, or similar legislation, if they are being
       contested in good faith by appropriate proceedings and for which
       appropriate reserves are maintained;

                     (j) Trade credit for goods and services provided to
       the Borrowers and the Subsidiaries in the ordinary course of business; 
       and

                     (k) Indebtedness, Liens or Guaranties in favor of
       AT&T Commercial consented to by the Requisite Banks in their sole and 
       absolute discretion.

              6.10 Transactions with Affiliates. Enter into any transaction of
any kind with any Affiliate of Borrowers other than (a) transactions between or
among Borrowers and their Subsidiaries so long as, as a result of such
transactions, the aggregate amount advanced to, invested in or committed to any
Non-Borrower Affiliate on or after January 1, 1997, does not exceed $200,000,
(b) arms-length transactions with Affiliates which are permitted with
non-Affiliates pursuant to Sections 6.1, 6.3, 6.5, and (c) those transactions
listed in Schedules 6.10 and 6.17.

              6.11 Change in Fiscal Year. Change its fiscal year, or the fiscal
months thereof.

              6.12 Capital Expenditures. Make or incur obligations for Capital
Expenditures, exclusive of Capital Expenditures relating to Acquisitions, new
Club developments or other like expansions, in the aggregate for Borrowers and
their Subsidiaries in any one fiscal year of less than 2% or greater than 4% of
Borrowers' revenues derived from operation of the Clubs for such fiscal year
before restatements for acquisitions accounted for using the pooling method of
accounting. (Subject to Section 6.3, Borrowers may make Capital Expenditures
relating to Acquisitions, new Club developments or other like expansions.)

              6.13 Tangible Net Worth. Permit Tangible Net Worth, as of the last
day of any fiscal quarter of Borrowers and their Subsidiaries ending during any
period specified below, to be 

                                      -43-
<PAGE>   49

less than $22,871,200 plus 80% of Borrowers' cumulative net income after
December 31, 1996 not reduced by net losses and increased 100% by funds
generated from any equity offering. This Tangible Net Worth covenant shall be
revised upon the occurrence of any goodwill resulting from qualified business
acquisitions or a Qualified Stock Repurchase.

              6.14 Ratio of Total Unsubordinated Liabilities to Tangible Net
Worth. Permit the ratio of Total Unsubordinated Liabilities to Tangible Net
Worth, as of the last day of any fiscal quarter of Borrowers and their
Subsidiaries to be greater than 2.40:1.00; provided, that Banks agree such
maximum ratio shall be adjusted for (a) qualified business acquisitions and (b)
the Qualified Stock Repurchase.

              6.15 Debt Service Coverage Ratio

                     (a) For Borrowers and their Subsidiaries, permit the ratio
       of (i) EBITDA plus (ii) the Davis Payments plus (iii) cash income from
       equity interests to (x) interest expense on all indebtedness plus (y) the
       current portion of long term debt of Borrowers, calculated at the end of
       each fiscal quarter on a rolling four-quarters basis to be less than
       1.40:1.00;

                     (b) For L.A./Irvine Sports Clubs, Ltd., permit the ratio of
       (i) EBITDA generated by The Sports Club/LA less (ii) a management fee
       equal to 4% of the revenues generated by The Sports Club/LA (to the
       extent not already included in EBITDA) to (x) interest expense on the
       indebtedness of L.A./Irvine Sports Club, Ltd. plus (y) the current
       portion of long term debt of L.A./Irvine Sports Clubs, Ltd., calculated
       at the end of each fiscal quarter on a rolling four-quarters basis to be
       less than 1.75:1.00;

                     (c) For Borrowers and their Subsidiaries, excluding
       L.A./Irvine Sports Clubs, Ltd., permit the ratio of (i) EBITDA for
       Borrowers and their Subsidiaries excluding L.A./Irvine Sports Club, Ltd.
       plus (ii) the cash proceeds received with regard to the Davis Payments
       plus (iii) cash income from equity interests plus (iv) an adjustment
       which represents a management fee equal to 4% of the revenues generated
       by The Sports Club/LA (to the extent not already included in EBITDA) to
       (x) interest expense on all indebtedness excluding the indebtedness of
       L.A./Irvine Sports Clubs, Ltd., calculated at the end of each fiscal
       quarter on a rolling four-quarters basis to be less than 0.85:1.00.

              6.16 Attrition. With respect to The Sports Club/LA and The Sports
Club/Irvine, permit the aggregate weighted average of the ratio of (a) Attrition
to (b) the average number of gross members during the preceding consecutive six
month period to exceed 30% on an annualized basis.

              6.17 Loans to Officers. Make any loans, advances or other
extensions of credit to any of Borrowers' executives, officers, directors,
shareholders or employees (or any relatives of any of the foregoing) in an
aggregate amount exceeding $200,000, other than those set forth on Schedule
6.17.


                                      -44-
<PAGE>   50



              6.18 Deposit Accounts. Except with respect to the special deposit
account referenced in the Special Deposit Account Agreement, establish any
deposit accounts in the name of any Sports Club Party (as that term is defined
in the Subordination Agreement) without the prior written consent of the
Requisite Banks.

              6.19 Ratio of Debt to EBITDA. Permit the ratio of notes payable
and capitalized lease obligations (as that line item is disclosed on Borrower's
consolidated balance sheet in their 10K and 10Q) to EBITDA, as of the last day
of the fiscal quarter of Borrowers and their Subsidiaries, calculated at the end
of each such quarter on a rolling four (4) quarter basis, to be greater than
4.5:1.

              6.20 Liquidity Requirement. Allow unrestricted cash deposits
and/or borrowing availability under the Commitment to be at any time in an
amount less than $1,000,000.

                                      -45-
<PAGE>   51



                                    ARTICLE 7
                     INFORMATION AND REPORTING REQUIREMENTS

              7.1 Financial and Business Information. So long as any Loan
remains unpaid, or any other Obligation remains unpaid or unperformed, or any
portion of the Commitment remains outstanding, Borrowers shall, in addition to
complying with the requirements of Section 8.3 of this Agreement, and unless the
Requisite Banks otherwise consent in writing, deliver to Agent, at Borrowers'
sole expense:

                     (a) As soon as practicable, and in any event within 30 days
       after the end of each fiscal month of Borrowers, (i) consolidated balance
       sheets of Borrowers and their Subsidiaries as at the end of such month,
       setting forth in comparative form the corresponding figures as at the end
       of the corresponding month of their preceding fiscal year, (ii) Club
       operating statements of each Club as at the end of such month, (iii)
       consolidated income statements of Borrowers and their Subsidiaries for
       such month and for the portion of their fiscal year ended with such
       month, setting forth in comparative form the corresponding figures for
       the corresponding periods of their preceding fiscal year and (iv)
       consolidated cash flow statements of Borrowers and their Subsidiaries for
       the portion of their fiscal year ended with such month, setting forth in
       comparative form the corresponding figures for the corresponding periods
       of their preceding fiscal year, all in reasonable detail. The preceding
       financial statements shall be certified by a Responsible Official of a
       Borrower as fairly presenting the financial condition, results of
       operations and cash flow of Borrowers and their Subsidiaries in
       accordance with generally accepted accounting principles, consistently
       applied, as at such date and for such periods, subject only to normal
       year-end audit adjustments.

                     (b) As soon as practicable, and in any event within 45 days
       after the end of each quarter of Borrowers (including the last quarter of
       each fiscal year, provided that with respect to such last quarter the
       financial statements required hereby may be in preliminary form, prior to
       year-end audit adjustments), (i) consolidated balance sheets of Borrowers
       and their Subsidiaries as at the end of such quarter, setting forth in
       comparative form the corresponding figures as at the end of the
       corresponding quarter of their preceding fiscal year, (ii) consolidated
       income statements of Borrowers and their Subsidiaries for such quarter
       and for the portion of their fiscal year ended with such quarter, setting
       forth in comparative form the corresponding figures for the corresponding
       periods of their preceding fiscal year and (iii) consolidated cash flow
       statements of Borrowers and their Subsidiaries for the portion of their
       fiscal year ended with such quarter, setting forth in comparative form
       the corresponding figures for the corresponding periods of their
       preceding fiscal year, all in reasonable detail.

       The preceding financial statements shall be certified by a Responsible
       Official of a Borrower as fairly presenting the financial condition,
       results of operations and cash flow of Borrowers and their Subsidiaries
       in accordance with generally accepted accounting principles, consistently
       applied, as at such date and for such periods, subject only to normal
       year-end audit adjustments.


                                      -46-
<PAGE>   52



                     (c) As soon as practicable, and in any event within 90 days
       after the close of each fiscal year of Borrowers, (i) consolidated
       balance sheets of Borrowers and their Subsidiaries as at the end of such
       fiscal year, setting forth in comparative form the corresponding figures
       as at the end of their preceding fiscal year, and (ii) consolidated
       income statements and cash flow statements of Borrowers and their
       Subsidiaries for such fiscal year, setting forth in comparative form the
       corresponding figures for their previous fiscal year, all in reasonable
       detail. Such balance sheets and statements shall be prepared in
       accordance with generally accepted accounting principles, consistently
       applied, and such consolidated balance sheet and consolidated statements
       shall be accompanied by a report and unqualified opinion of independent
       public accountants of recognized standing selected by Borrowers and
       reasonably satisfactory to the Requisite Banks, which report and opinion
       shall be prepared in accordance with generally accepted auditing
       principles as at such date, and shall be subject only to such
       qualifications and exceptions as are acceptable to the Requisite Banks in
       the exercise of their reasonable discretion. Such accountants' report and
       opinion shall be accompanied by (1) a copy of any "management letter"
       provided by such accountants to Borrowers, and (2) a certificate stating
       that, in making the audit necessary for the certification of such
       financial statements and such report, such accountants have obtained no
       knowledge of any Default, or, if, in the opinion of such accountants, any
       such Default shall exist, stating the nature and status of such Default,
       and setting forth the financial calculations under Sections 6.13 through
       6.20, inclusive, as of the date of the balance sheet.

                     (d) As soon as practicable, and in any event within 30 days
       after the end of each month of Borrowers, a Certificate of a Responsible
       Official of a Borrower setting forth a schedule of Capital Expenditures
       made by Borrowers and/or their Subsidiaries during such month, and during
       their fiscal year to date, separately for each Club.

                     (e) As soon as practicable, and in any event within 30 days
       after the start of each fiscal year of Borrowers, a monthly budget for
       the then started fiscal year including, without limiting the generality
       of the foregoing, monthly projected consolidated balance sheets, income
       statements and cash flow statements of Borrowers and their Subsidiaries
       and individual Club operating statements, all in reasonable detail.

                     (f) Within 30 days following the end of each month, a
       membership information report for each Club and in the aggregate in the
       form now prepared by Borrowers on a monthly basis, reflecting no less
       than the immediately preceding consecutive six months, and reflecting the
       number of members, the number of new memberships sold and Attrition, and
       supplemented by such additional information as Agent may request.

                     (g) Within 30 days after the close of each fiscal year of
       Borrowers, Borrowers' budget of capital expenditures for capital
       improvements, replacements and other related purposes for the following
       fiscal year.

                                      -47-

<PAGE>   53



                     (h) Within the earlier of 5 days after (i) the same are
       filed with the Securities and Exchange Commission ("SEC") or (ii) the
       same are required to be filed with the SEC, subject to allowable SEC
       extensions, copies of each annual report, proxy or financial statement or
       other report or communication sent to the shareholders of Borrowers, and
       copies of all annual, regular, periodic and special reports and
       registration statements which Borrowers may file or be required to file
       with the Securities and Exchange Commission or any similar or
       corresponding Governmental Agency or with any securities exchange.

                     (i) Within 5 days after receipt of copies of all
       correspondence and notices received by Borrowers from the Internal
       Revenue Service ("IRS") relating to any adverse action or determination
       by the IRS in respect of any Borrower's tax status under the Internal
       Revenue Code.

                     (j) Immediately upon becoming aware of the existence of any
       condition or event which constitutes a Default, a written notice
       specifying the nature and period of existence thereof and what action
       Borrowers or their Subsidiaries are taking or propose to take with
       respect thereto.

                     (k) Promptly upon request by Agent or the Requisite Banks,
       copies of any detailed audit reports submitted to Borrowers or any of
       their Subsidiaries by independent accountants in connection with the
       accounts or books of Borrowers or any of their Subsidiaries, or any audit
       of any of them.

                     (l) Promptly after request by Agent or the Requisite Banks,
       copies of any report or other document filed by Borrowers or any of their
       Subsidiaries with any Governmental Agency.

                     (m) Promptly upon becoming aware that any Person asserts a
       claim against Borrowers or any of their Subsidiaries in excess of
       $500,000 and that such Person has given notice or taken any other action
       with respect to a claimed default or event of default, a written notice
       specifying the notice given or action taken by such Person and the nature
       of the claimed default or event of default and what action Borrowers or
       their Subsidiaries are taking or propose to take with respect thereto.

                     (n) Such other data and information as from time to time
       may be reasonably requested by Agent or the Requisite Banks.

              7.2 Compliance Certificates. So long as any Loan remains unpaid,
or any other Obligation remains unpaid or unperformed, or any portion of the
Commitment remains outstanding, Borrowers shall, unless the Requisite Banks
otherwise consent in writing, deliver to Agent, at Borrowers' sole expense, not
later than 45 days after the end of each fiscal quarter of Borrower, a
Certificate of a Responsible Official of a Borrower (a) setting forth
computations showing, in detail satisfactory to the Requisite Banks, whether
Borrowers and their Subsidiaries were in compliance with their obligations
pursuant to Sections 6.11 through 6.16, inclusive; 

                                      -48-
<PAGE>   54

(b) stating that a review of the activities of Borrowers and their Subsidiaries
during such fiscal period has been made under supervision of the certifying
Responsible Official with a view to determining whether during such fiscal
period Borrowers and their Subsidiaries performed and observed all their
respective Obligations under the Loan Documents, and either (i) stating that, to
the best knowledge of the certifying Responsible Official, during such fiscal
period, Borrowers and their Subsidiaries performed and observed each covenant
and condition of the Loan Documents applicable to them, or (ii) if Borrowers and
their Subsidiaries have not performed and observed such covenants and
conditions, specifying all such Defaults and their nature and status; (c)
stating that no Borrower or Affiliate has incurred any indebtedness to AT&T
Commercial in violation of Section 6.8; and (d) stating that the Properties of
Borrowers and their Subsidiaries are being maintained and are in reasonable
working order and condition, ordinary replacement wear and tear excepted.

              7.3 Revisions or Updates to Schedules. Should any of the
information or disclosures provided on any of the Schedules originally attached
hereto become outdated or incorrect in any material respect, upon request by
Agent, Borrowers promptly shall provide to Agent such revisions or updates to
such Schedule(s) as may be necessary or appropriate to update or correct such
Schedule(s); provided that no such revisions or updates to any Schedule(s) shall
be deemed to have amended, modified or superseded such Schedule(s) as originally
attached hereto, or to have cured any breach of warranty or representation
resulting from the inaccuracy or incompleteness of any such Schedule(s), unless
and until the Requisite Banks, in their sole and absolute discretion, shall have
accepted in writing such revisions or updates to such Schedule(s).


                                      -49-
<PAGE>   55



                                    ARTICLE 8
                                   CONDITIONS

              8.1 Initial Loans, Etc. The obligation of each Bank to make the
initial Loans and to issue the initial Standby Letter of Credit, each are
subject to the following conditions precedent (in addition to any applicable
conditions precedent set forth elsewhere in this Article 8), each of which shall
be satisfied prior to or concurrently with the making of the initial Loans and
the issuance of the initial Letter of Credit (unless Banks, in their sole and
absolute discretion, shall agree otherwise):

                     (a) Agent shall have received all of the following, each of
       which shall be originals unless otherwise specified, each properly
       executed by a Responsible Official of each party thereto, each dated as
       of the Closing Date and each in form and substance satisfactory to Agent
       and its legal counsel (unless otherwise specified or, in the case of the
       date of any of the following, unless Agent otherwise agrees or directs):

                            (1)    four executed counterparts of this
              Agreement;

                            (2) the Line A Notes and Line B Notes executed by
              Borrowers payable to the order of Banks;

                            (3) with respect to each Borrower and any and each
              Subsidiary thereof, such documentation as Agent may require to
              establish the due organization, valid existence and good standing
              of such Borrower and each such Subsidiary, its qualification to
              engage in business in each jurisdiction in which it is engaged in
              business or required to be so qualified, its authority to execute,
              deliver and perform any Loan Documents to which it is a Party, and
              the identity, authority and capacity of each Responsible Official
              thereof authorized to act on its behalf, including, without
              limitation, certified copies of articles of incorporation and
              amendments thereto, bylaws and amendments thereto, partnership
              agreements, certificates of limited partnerships, certificates of
              good standing and/or qualification to engage in business,
              certificates of corporate resolutions, incumbency certificates,
              Certificates of Responsible Officials, and the like;

                            (4)    the Pledge Agreement;

                            (5)    the Pledge Agreement (Partnership);

                            (6)    the Subordination Agreement;

                            (7)    the Special Deposit Account Agreement;

                            (8) such Loan Documents (in addition to the Pledge
              Agreement and the Pledge Agreement (Partnership)) as Agent or
              Requisite Banks may require pledging Property of Borrowers and/or
              any of their Subsidiaries, together with such 


                                      -50-
<PAGE>   56

              related financing statements or other documents as Agent or
              Requisite Banks may request to perfect, effect, facilitate,
              consent to, give notice of or otherwise evidence any Liens created
              thereby;

                            (9)    the Opinion of Counsel;

                            (10) a Certificate of a Responsible Official of
              Borrowers certifying that the conditions specified in Sections
              8.1(c) and 8.1(d) have been satisfied;

                            (11) evidence that all Liens or Rights of Others on
              or in the Property of Borrowers and/or their Subsidiaries (other
              than such Liens and Rights of Others as are permitted by Section
              6.8) have been terminated or discharged;

                            (12) evidence that all indebtedness of Borrowers
              (other than such indebtedness as is permitted by Section 6.8) has
              been satisfied or discharged;

                            (13) such other certificates, documents, consents or
              opinions as Agent or Requisite Banks reasonably may require.

                     (b) Duly executed financing statements with respect to the
       Collateral shall have been filed and/or recorded with such Governmental
       Agencies, and in such jurisdictions and locales, as Agent or Requisite
       Banks may specify.

                     (c) The representations and warranties of Borrowers
       contained in Article 4 shall be true and correct as of the date made or
       reaffirmed.

                     (d) Borrowers and their Subsidiaries and any other Parties
       shall be in compliance with all the terms and provisions of the Loan
       Documents, and no Default shall have occurred and be continuing.

                     (e) The fees referred to in Sections 3.2 and 3.5 have been
       paid to Banks and/or Agent, as applicable.

              8.2 Any Loan. In addition to any applicable conditions precedent
set forth elsewhere in this Article 8, the obligation of Banks to make any Loan,
to redesignate any Loan, and issue any Standby Letter of Credit are subject to
the following conditions precedent:

                     (a) except (i) for representations and warranties which
       speak as of a particular date or are no longer true and correct as a
       result of a change which is permitted by this Agreement or (ii) as
       disclosed by Borrowers and approved in writing by the Requisite Banks,
       the representations and warranties contained in Article 4 shall be true
       and correct on and as of the date of the Loan or redesignation or
       issuance or creation, as the case may be, as though made on and as of
       that date;


                                      -51-
<PAGE>   57



                     (b) except for (i) the matters set forth in Schedule 4.10,
       (ii) any matter fully covered as to subject matter and amount (subject to
       applicable deductibles and retentions) by insurance for which the
       insurance carrier has not asserted lack of subject matter coverage or
       reserved its right to do so, or (iii) any matter, or series of related
       matters, involving a claim against Borrowers of less than $100,000, there
       shall be no actions, suits or proceedings pending against or affecting
       Borrowers or any of their Subsidiaries or any Property of any of them in
       any court of Law or before any Governmental Agency which might reasonably
       be expected to have a material adverse effect on the business, operations
       or condition (financial or otherwise) of Borrowers and their
       Subsidiaries, taken as a whole;

                     (c) no material adverse change shall have occurred in the
       business, operations or condition (financial or otherwise) of Borrowers
       and their Subsidiaries, taken as a whole, since the Closing Date;

                     (d)    no Default shall have occurred and be continuing;

                     (e) Agent shall have timely received a properly completed
       Request for Loan, Request for Redesignation of Loans or Request for
       Standby Letter of Credit, as the case may be, in compliance with all
       applicable provisions of Article 2; and Agent shall have received, dated
       as of the date of the Loan or redesignation or issuance or creation, as
       the case may be, a Certificate of a Responsible Official of a Borrower to
       the effect that all of the above conditions have been satisfied, with any
       changes or exceptions thereto being described in a schedule attached to
       such certificate and with such changes or exceptions being subject to the
       approval of the Requisite Banks; and

                     (f) Agent shall have received, in form and substance
       satisfactory to the Requisite Banks such other certificates, documents or
       consents as the Requisite Banks reasonably may require.

              8.3 Line B Loans. In addition to any applicable conditions
precedent set forth elsewhere in this Article 8, the obligation of Banks to make
any Line B Loan shall be subject to delivery at least ten (10) days prior to any
such Line B Loan being made by Borrowers to Agent and Banks and the Requisite
Banks' satisfactory review of (i) a letter of intent with respect to each
proposed acquisition, (ii) a pro forma financial statement giving effect to the
proposed acquisition, (iii) a pro forma compliance certificate executed by a
Responsible Official of a Borrower certifying that giving effect to the proposed
acquisition, Borrowers shall be in compliance with the financial covenants set
forth in this Agreement, and (iv) a schedule of sources and uses of funds.

                                      -52-
<PAGE>   58



                                    ARTICLE 9
              EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT

              9.1 Events of Default. The existence or occurrence of any one or
more of the following events, whatever the reason therefor, shall constitute an
Event of Default:

                     (a) Borrowers fail to pay any installment of principal or
       interest on any indebtedness on any of the Notes or any portion thereof,
       or to reimburse Agent or any Bank for any payment made under any Letter
       of Credit, or to pay any fee or any other amount due Agent or any Bank
       under any Loan Document, within five (5) Banking Days following the
       giving of notice by Agent or Requisite Banks of such Default; or

                     (b) Any failure to comply with Section 7.1(j); or

                     (c) Any failure to comply with Section 6.8; or

                     (d) Borrowers, any of their Subsidiaries or any other Party
       fails to perform or observe any other term, covenant or agreement
       contained in any Loan Document, including, but not limited to, those set
       forth in Articles 6 and 7 of this Agreement, on its part to be performed
       or observed within fifteen (15) days after the giving of written notice
       by Agent or Borrowers otherwise becoming aware of such Default; or

                     (e) Any representation or warranty made in any Loan
       Document or in any certificate, agreement, instrument or other document
       made or delivered by any Party pursuant to or in connection with any Loan
       Document proves to have been incorrect when made in any respect that is
       materially adverse to the interests of Agent or the Banks; or

                     (f) the occurrence of any "Event of Default" under that
       certain Loan Agreement dated as of March 9, 1996, between L.A./Irvine
       Sports Clubs, Ltd. and AT&T Commercial Finance Corporation, a Delaware
       corporation (as such term is defined therein); or

                     (g) Borrowers or any of their Subsidiaries (i) fail to pay
       the principal, or any principal installment, of any present or future
       indebtedness for borrowed money of $200,000 or more or in connection with
       the purchase or lease of Property, or any guaranty of present or future
       indebtedness for borrowed money of $200,000 or more or issued in
       connection with the purchase or lease of Property, on its part to be
       paid, when due (or within any stated grace period), whether at the stated
       maturity, upon acceleration, by reason of required prepayment or
       otherwise or (ii) fails to perform or observe any other term, covenant or
       agreement on its part to be performed or observed in connection with any
       present or future indebtedness for borrowed money of $200,000 or more or
       in connection with the purchase or lease of Property, or of any guaranty
       of present or future indebtedness of $200,000 or more for borrowed money
       or issued in connection with the purchase or lease of Property, if as a
       result of such failure any holder or holders thereof (or an agent or
       trustee on its or their behalf) has the right to declare such
       indebtedness due before the date 


                                      -53-
<PAGE>   59

       on which it otherwise would become due, or has commenced judicial or
       nonjudicial action to collect such indebtedness or to foreclose or
       otherwise realize upon security held therefor, or has taken or is taking
       such other actions as might materially adversely affect the Collateral,
       the interests of any Bank under the Loan Documents or the ability of
       Borrowers or their Subsidiaries to pay and perform their Obligations
       under the Loan Documents; or

                     (h) Any Loan Document, at any time after its execution and
       delivery and for any reason other than the agreement of the Requisite
       Banks or satisfaction in full of all the Obligations, ceases to be in
       full force and effect or is declared by a court of competent jurisdiction
       to be null and void, invalid or unenforceable in any respect which, in
       the reasonable opinion of the Requisite Banks, is materially adverse to
       the interests of the Banks; or any Party thereto denies that it has any
       or further liability or obligation under any Loan Document, or purports
       to revoke, terminate or rescind same; or

                     (i) A final judgment against any Borrower or any of its
       Subsidiaries is entered for the payment of money in excess of $500,000
       and such judgment remains unsatisfied without procurement of a stay of
       execution for more than thirty (30) calendar days after the date of entry
       of judgment; or

                     (j) Any Borrower or any of Subsidiary thereof, is the
       subject of an order for relief in a bankruptcy case, or is unable or
       admits in writing its inability to pay its debts as they mature, or makes
       an assignment for the benefit of creditors; or applies for or consents to
       the appointment of any receiver, trustee, custodian, conservator,
       liquidator, rehabilitator or similar officer for it or for all or any
       part of its Property; or any receiver, trustee, custodian, conservator,
       liquidator, rehabilitator or similar officer is appointed without the
       application or consent of that Person and the appointment continues
       undischarged or unstayed for thirty (30) calendar days; or institutes or
       consents to any bankruptcy, insolvency, reorganization, arrangement,
       readjustment of debt, dissolution, custodianship, conservatorship,
       liquidation, rehabilitation or similar case or proceedings relating to it
       or to all or any part of its Property under the Laws of any jurisdiction;
       or any similar case or proceeding is instituted without the consent of
       that Person and continues undismissed or unstayed for thirty (30)
       calendar days; or any judgment, writ, warrant of attachment or execution
       or similar process is issued or levied against all or any material part
       of the Property of any such Person and is not released, vacated or fully
       bonded within thirty (30) calendar days after its issue or levy; or

                     (k) Except as otherwise expressly permitted by any Loan
       Document or agreed to by the Requisite Banks, any Lien on any Collateral
       created by any Loan Document, at any time after the execution and
       delivery of that Loan Document and for any reason other than satisfaction
       in full of all Obligations, ceases or fails to constitute a valid,
       perfected and subsisting first priority Lien on the Collateral purported
       to be covered thereby (unless such cessation or failure is the fault of
       Agent or the Banks to timely file continuation statements); or


                                      -54-
<PAGE>   60



                     (l) Any Borrower or any Subsidiary thereof is dissolved or
       liquidated or all or substantially all of the assets of any Borrower or
       any Subsidiary thereof are sold or otherwise transferred in violation of
       the provisions of this Agreement without the written consent of the
       Requisite Banks.

              9.2 Remedies Upon Event of Default. Without limiting any other
rights or remedies of Agent or Banks provided for elsewhere in this Agreement,
or the Loan Documents, or by applicable Law, or in equity or otherwise:

                     (a) Upon the occurrence of any Event of Default other than
       an Event of Default described in Section 9.1(h):

                            (1) the Commitment to make Loans and all other
              obligations of the Agent or the Banks and all rights of Borrowers
              and any other Parties under the Loan Documents shall terminate
              without notice to or demand upon Borrowers, which are expressly
              waived by Borrowers, except that the Requisite Banks may waive the
              Event of Default or, without waiving, determine, upon terms and
              conditions satisfactory to Banks, to make further Loans, which
              waiver or determination shall apply equally to, and shall be
              binding upon, all of the Banks; and

                            (2) the Requisite Banks may request the Agent to,
              and the Agent thereupon shall declare all or any part of the
              unpaid principal of all Notes, all interest accrued and unpaid
              thereon and all other amounts payable under the Loan Documents to
              be forthwith due and payable, whereupon the same shall become and
              be forthwith due and payable, without protest, presentment, notice
              of dishonor, demand or further notice of any kind, all of which
              are expressly waived by Borrowers.

                     (b) Upon the occurrence of any Event of Default described
       in Section 9.1(h):

                            (1) the Commitment to make Loans and all other
              obligations of Agent or any Bank and all rights of Borrowers and
              any other Parties under the Loan Documents shall terminate without
              notice to or demand upon Borrowers, which are expressly waived by
              Borrowers, except that all of the Banks may waive the Event of
              Default or, without waiving, determine, in their sole discretion,
              to make further Loans; and

                            (2) the unpaid principal of all Notes, all interest
              accrued and unpaid thereon and all other amounts payable under the
              Loan Documents shall be forthwith due and payable, without
              protest, presentment, notice of dishonor, demand or further notice
              of any kind, all of which are expressly waived by Borrowers.


                                      -55-
<PAGE>   61



                     (c) Upon the occurrence of any Event of Default, Agent and
       the Banks or any of them, without notice to or demand upon Borrowers,
       which are expressly waived by Borrowers, except as required by California
       Commercial Code Section 9504 or any modification or replacement statute
       thereof, or by the terms of this Agreement, may proceed (but only with
       the consent of the Requisite Banks) to protect, exercise and enforce its
       rights and remedies under the Loan Documents against Borrowers and such
       other rights and remedies as are provided by Law or equity.

                     (d) The order and manner in which the Banks' rights and
       remedies are to be exercised shall be determined by the Requisite Banks
       in their sole discretion, and all payments received by Agent and the
       Banks shall be applied first to the costs and expenses (including outside
       attorneys' fees and disbursements) of the Agent, acting as Agent and of
       the Banks pro rata and thereafter to the Obligations owed to the Banks,
       pro rata, under the Agreement. For the purpose of computing Borrowers'
       Obligations under the Loan Documents, payments shall be applied, first,
       to the costs and expenses of Agent and the Banks, as set forth above,
       second, to the payment of accrued and unpaid interest due under any Loan
       Documents to and including the date of such application, third, to the
       payment of all unpaid principal amounts due under any Loan Documents
       (including, for the purposes hereof, principal due under the Notes and
       reimbursement due for payments made under Letters of Credit), and fourth,
       to the payment of all other amounts (including fees) then owing to Agent
       and the Banks under the Loan Documents. No application of payments will
       cure any Event of Default, or prevent acceleration, or continued
       acceleration, of amounts payable under the Loan Documents, or prevent the
       exercise, or continued exercise, of rights or remedies of Banks hereunder
       or thereunder or at Law or in equity.

                     (e) Upon the occurrence of any event that would be an Event
       of Default under Section 9.1(i) with the passage of time, Agent and the
       Banks may take such action as the Requisite Banks deem necessary to
       protect the interests of the Banks under the Loan Documents.

                                      -56-
<PAGE>   62



                                   ARTICLE 10
                                    THE AGENT

              10.1 Appointment and Authorization. Each Bank hereby irrevocably
appoints and authorizes the Agent to take such action as agent on its behalf and
to exercise such powers under the Loan Documents as are delegated to the Agent
by the terms thereof or are reasonably incidental, as determined by the Agent,
thereto. This appointment and authorization is intended solely for the purpose
of facilitating the servicing of the Loans and does not constitute appointment
of the Agent as trustee for any Bank or as representative of any Bank for any
other purpose and, except as specifically set forth in the Loan Documents to the
contrary, the Agent shall take such action and exercise such powers only in an
administrative and ministerial capacity.

              10.2 Agent and Affilkiates. Sumitomo Bank (and each successor
Agent) has the same rights and powers under the Loan Documents as any other Bank
and may exercise the same as though it was not the Agent, and the term "Bank" or
"Banks" includes Sumitomo Bank in its individual capacity. Sumitomo Bank (and
each successor Agent) and its Affiliates may accept deposits from, lend money to
and generally engage in any kind of banking, trust or other business with
Borrowers, any Subsidiary thereof, or any Affiliate of Borrowers or any
Subsidiary thereof, as if it was not the Agent and without any duty to account
therefor to the Banks. Sumitomo Bank (and each successor Agent) need not account
to any other Bank for any monies received by it for reimbursement of its costs
and expenses as Agent hereunder, or for any monies received by it in its
capacity as a Bank hereunder.

              10.3 Proportionate Interest of the Banks in any Collateral. The
Agent, on behalf of all the Banks, shall hold in teral accordance with the Loan
Documents all items of Collateral or interests therein received or held by the
Agent. Subject to the Agent's and the Banks' rights to reimbursement for their
costs and expenses hereunder (including attorneys' fees and disbursements and
other professional services) and subject to the application of payments in
accordance with Section 9.2(d), each Bank shall have an interest in any
Collateral or interests therein in the same proportions that the aggregate
Obligations owed such Bank under the Loan Documents bear to the aggregate
Obligations owed under the Loan Documents to all the Banks, without priority or
preference among the Banks.

              10.4 Banks' Credit Decisions. Each Bank agrees that it has,
independently and without reliance upon the Agent, any other Bank or the
directors, officers, agents, employees or attorneys of the Agent or of any other
Bank, and instead in reliance upon information supplied to it by or on behalf of
Borrowers and upon such other information as it has deemed appropriate, made its
own independent credit analysis and decision to enter into this Agreement. Each
Bank also agrees that it shall, independently and without reliance upon the
Agent, any other Bank or the directors, officers, agents, employees or attorneys
of the Agent or of any other Bank, continue to make its own independent credit
analyses and decisions in acting or not acting under the Loan Documents.


                                      -57-
<PAGE>   63



              10.5  Action by Agent

                     (a) The Agent may assume that no Default has occurred and
      is continuing, unless the Agent has actual knowledge of the Default, has
      received notice from Borrowers stating the nature of the Default, or has
      received notice from a Bank stating the nature of the Default and that
      such Bank considers the Default to have occurred and to be continuing.

                     (b) The Agent has only those obligations under the Loan
      Documents as are expressly set forth therein.

                     (c) Except for any obligation expressly set forth in the
      Loan Documents and as long as the Agent may assume that no Event of
      Default has occurred and is continuing, the Agent may, but shall not be
      required to exercise its discretion to act or not act, except that the
      Agent shall be required to act or not act upon the instructions of the
      Requisite Banks (or of all the Banks, to the extent required by Section
      11.3) and those instructions shall be binding upon the Agent and all the
      Banks, provided that the Agent shall not be required to act or not act if
      to do so would be contrary to any Loan Document or to applicable Law.

                     (d) If the Agent may not assume that no Event of Default
      has occurred and is continuing, the Agent shall give notice thereof to the
      Banks and shall act or not act upon the instructions of the Requisite
      Banks (or of all the Banks, to the extent required by Section 11.3),
      provided that the Agent shall not be required to act or not act if to do
      so would be contrary to any Loan Document or to applicable Law, and except
      that if the Requisite Banks (or all the Banks, if required under Section
      11.3) fail, for five (5) Banking Days after the receipt of notice from the
      Agent, to instruct the Agent, then the Agent, in its discretion, may act
      or not act as it deems advisable for the protection of the interests of
      the Banks.

                     (e) The Agent shall have no liability to any Bank for
      acting, or not acting, as instructed by the Requisite Banks (or all the
      Banks, if required under Section 11.3), notwithstanding any other
      provision hereof.

              10.6 Liability of Agent. Neither the Agent nor any of its
directors, officers, agents, employees or attorneys shall be liable for any
action taken or not taken by them under or in connection with the Loan
Documents, except for their own gross negligence or willful misconduct. Without
limitation on the foregoing, the Agent and its directors, officers, agents,
employees and attorneys:

                     (a) May treat the payee of any Note as the holder thereof
      until the Agent receives notice of the assignment or transfer thereof, in
      form satisfactory to the Agent, signed by the payee, and may treat each
      Bank as the owner of that Bank's interest in the Obligations for all
      purposes of this Agreement until the Agent receives notice of the
      assignment or transfer thereof, in form satisfactory to the Agent, signed
      by that Bank.


                                      -58-
<PAGE>   64



                     (b) May consult with legal counsel (including in-house
      legal counsel), accountants (including in-house accountants) and other
      professionals or experts selected by it, or with legal counsel,
      accountants or other professionals or experts for Borrowers and/or their
      Subsidiaries or the Banks, and shall not be liable for any action taken or
      not taken by it in good faith in accordance with the advice of such legal
      counsel, accountants or other professionals or experts.

                     (c) Shall not be responsible to any Bank for any statement,
      warranty or representation made in any of the Loan Documents or in any
      notice, certificate, report, request or other statement (written or oral)
      given or made in connection with any of the Loan Documents.

                     (d) Except to the extent expressly set forth in the Loan
      Documents, shall have no duty to ask or inquire as to the performance or
      observance by Borrowers or their Subsidiaries of any of the terms,
      conditions or covenants of any of the Loan Documents or to inspect any
      Collateral or the Property, books or records of Borrowers or their
      Subsidiaries.

                     (e) Will not be responsible to any Bank for the due
      execution, legality, validity, enforceability, genuineness, effectiveness,
      sufficiency or value of any Loan Document, any other instrument or writing
      furnished pursuant thereto or in connection therewith, or any Collateral.

                     (f) Will not incur any liability by acting or not acting in
      reliance upon any Loan Document, notice, consent, certificate, statement,
      request or other instrument or writing believed by it to be genuine and
      signed or sent by the proper party or parties.

                     (g) Will not incur any liability for any arithmetical error
      in computing any amount paid or payable by the Borrowers or any Subsidiary
      or Affiliate thereof or paid or payable to or received or receivable from
      any Bank under any Loan Document, including, without limitation,
      principal, interest, commitment fees, advances and other amounts; provided
      that, promptly upon discovery of such an error in computation, the Agent,
      the Banks and (to the extent applicable) Borrowers and/or their
      Subsidiaries or Affiliates shall make such adjustments as are necessary to
      correct such error and to restore the parties to the position that they
      would have occupied had the error not occurred.

              10.7 Indemnification. Each Bank shall, ratably in accordance with
its percentage of the total Commitment, indemnify and hold the Agent and its
directors, officers, agents, employees and attorneys harmless against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever
(including, without limitation, attorneys' fees and disbursements) that may be
imposed on, incurred by or asserted against it or them in any way relating to or
arising out of the Loan Documents (other than losses incurred by reason of the
failure of Borrowers to pay the indebtedness represented by the Notes and the
Letters of Credit) or any action taken or not taken 


                                      -59-
<PAGE>   65

by it as Agent thereunder, except such as result from its own gross negligence
or willful misconduct. Without limitation on the foregoing, each Bank shall
reimburse the Agent upon demand for that Bank's ratable share of any cost or
expense incurred by the Agent in connection with the negotiation, preparation,
execution, delivery amendment, waiver, restructuring, reorganization (including
a bankruptcy reorganization), enforcement or attempted enforcement of the Loan
Documents, to the extent that Borrowers or any other Party are required by
Section 11.4 to pay that cost or expense but fails to do so upon demand.

              10.8 Successor Agent. The Agent may resign as such at any time by
written notice to Borrowers and the Banks, to be effective upon a successor's
acceptance of appointment as Agent. The Requisite Banks at any time may remove
the Agent by written notice to that effect to be effective on such date as the
Requisite Banks designate. In either event: (a) The Requisite Banks shall
appoint a successor Agent, who must be from among the Banks, provided that any
resigning Agent shall be entitled to appoint a successor Agent from among the
Banks, subject to acceptance of appointment by that successor Agent, if the
Requisite Banks have not appointed a successor Agent within thirty (30) days
after the date the resigning Agent gave notice of resignation; (b) Upon a
successor's acceptance of appointment as Agent, the successor will thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the resigning Agent or the removed Agent; and (c) Upon the effectiveness of
any resignation or removal, the resigning Agent or the removed Agent thereupon
will be discharged from its duties and obligations thereafter arising under the
Loan Documents other than obligations arising as a result of any action or
inaction of the resigning Agent or the removed Agent prior to the effectiveness
of such resignation or removal.

                                      -60-
<PAGE>   66



                                   ARTICLE 11
                                  MISCELLANEOUS

              11.1 Pledge of Partnership Interests of L.A./Irvine Sports Clubs,
Ltd. Banks agree that Borrowers shall not be obligated to pledge to, Banks any
partnership interests or stock interest they may have in L.A./Irvine Sports
Clubs, Ltd. or Sports Club, Inc. of California in the event such pledge would
violate any agreement of any Borrower with AT&T Commercial.

              11.2 Cumulative Remedies; No Waiver. The rights, powers,
privileges and remedies of Agent and the Banks provided herein or in any Note or
other Loan Document are cumulative and not exclusive of any right, power,
privilege or remedy provided by Law or equity. No failure or delay on the part
of Agent or any Bank in exercising any right, power, privilege or remedy may be,
or may be deemed to be, a waiver thereof; nor may any single or partial exercise
of any right, power, privilege or remedy preclude any other or further exercise
of the same or any other right, power, privilege or remedy. The terms and
conditions of Article 8 hereof are inserted for the sole benefit of Agent and
the Banks and Agent (acting with the consent of the Requisite Banks) or the
Requisite Banks may waive them in whole or in part, with or without terms or
conditions, in respect of any Loan or Letter if Credit, without prejudicing
Agent's or any Bank's rights to assert them in whole or in part in respect of
any other Loan or Letter of Credit.

              11.3 Amendments; Consents. No amendment, modification, supplement,
extension, termination or waiver of any provision of this Agreement or any other
Loan Document, no approval or consent thereunder, and no consent to any
departure by the Borrowers or any other Party therefrom, may in any event be
effective unless in writing signed by Agent with approval of the Requisite Banks
(and, in the case of amendments, modifications or supplements of or to any Loan
Document to which any Borrower is a Party, the approval in writing of such
Borrower), and then only in the specific instance and for the specific purpose
given; and, without the approval in writing of all the Banks, no amendment,
modification, supplement, termination, waiver or consent may be effective:

                     (a) To amend or modify the principal of, or the amount of
        principal, principal prepayments or the rate of interest payable on, any
        Note, or the amount of the Commitment or of any commitment fee payable
        to any Bank, or any other fee or amount payable to any Bank under the
        Loan Documents or to allow any material release of Collateral;

                     (b) To postpone any date fixed for any payment of principal
        of, prepayment of principal of or any installment of interest on, any
        Note, or the facility fee, or any installment of any commitment fee, or
        any reimbursement obligation due under any Standby Letter of Credit, or
        to extend the term of the Commitment;

                     (c) To amend or modify the provisions of (1) the
        definitions of "Commitment", "Maximum Standby Letter of Credit Amount",
        "Maximum Loan Amount", Requisite Banks or "Total Outstanding"; (2)
        Articles 8 or 9; or (3) this Section 11.3; or


                                      -61-
<PAGE>   67



                     (d) To amend or modify any other definition or provision of
        this Agreement that expressly requires the consent or approval of the
        Requisite Banks or some other number of Banks.

Any amendment, modification, supplement, termination, waiver or consent pursuant
to this Section 10.2 shall apply equally to and shall be binding upon, Agent and
all the Banks.

              11.4 Costs, Expenses and Taxes. Borrowers shall pay on demand the
reasonable costs and expenses, including attorneys' fees, of Agent and the Banks
in connection with the negotiation, preparation, execution and delivery of the
Loan Documents, and of Agent and the Banks in connection with the amendment,
waiver, refinancing, restructuring, reorganization (including a bankruptcy
reorganization) and enforcement or attempted enforcement of the Loan Documents,
and any matter related thereto, including, without limitation, filing fees,
recording fees, title insurance fees, appraisal fees, search fees, audit costs
incurred by Agent or the Banks during the continuance of or in connection with
the occurrence of an Event of Default and other out-of-pocket expenses and the
reasonable fees and out-of-pocket expenses of any legal counsel, independent
public accountants and other outside experts retained by Agent or any Banks, and
including, without limitation, any costs, expenses or fees incurred or suffered
by Agent or any Banks in connection with or during the course of any bankruptcy
or insolvency proceedings of any Borrower or any Subsidiary thereof. Borrowers
shall pay any and all documentary and other taxes (other than income or gross
receipts taxes generally applicable to banks) and all costs, expenses, fees and
charges payable or determined to be payable in connection with the filing or
recording of this Agreement, any other Loan Document or any other instrument or
writing to be delivered hereunder or thereunder, or in connection with any
transaction pursuant hereto or thereto, and shall reimburse, hold harmless and
indemnify Agent and the Banks from and against any and all loss, liability or
legal or other expense with respect to or resulting from any delay in paying or
failure to pay any tax, cost, expense, fee or charge or that any of them may
suffer or incur by reason of the failure of any Party to perform any of its
Obligations. Any amount payable to Agent or any Bank under this Section 11.4
shall bear interest from the fifth Banking Day following the date of demand for
payment at the rate provided for in Section 3.6.

              11.5 Nature of Banks' Obligations. The obligations of the Banks
hereunder are several and not joint or joint and several. Nothing contained in
this Agreement or any other Loan Document and no action taken by the Agent or
the Banks or any of them pursuant hereto or thereto may, or may be deemed to,
make the Banks a partnership, an association, a joint venture or other entity,
either among themselves or with the Borrowers or any Affiliate of the Borrowers.
Each Bank's obligation to make any Loan pursuant hereto is several and not joint
or joint and several, and is conditioned upon the performance by all other Banks
of their obligations to make Loans. A default by any Bank will not increase the
percentage of the Commitment attributable to any other Bank. Any Bank not in
default may, if it desires, assume in such proportion as the nondefaulting Banks
agree the obligations of any Bank in default, but is not obligated to do so.

              11.6 Survival of Representations and Warranties. All
representations and warranties contained herein or in any other Loan Document,
or in any certificate or other writing 


                                      -62-

<PAGE>   68

delivered by or on behalf of any one or more of the Parties to any Loan
Document, will survive the making and repayment of the Loans hereunder and the
execution and delivery of the Notes, and have been or will be relied upon by
Agent and each Bank, notwithstanding any investigation made by Agent or any Bank
or on their behalf.

              11.7 Notices. Except as otherwise expressly provided in the Loan
Documents: (a) All notices, requests, demands, directions and other
communications provided for hereunder or under any other Loan Document must be
in writing and must be mailed, telecopied or personally delivered to the
appropriate party at the address set forth on the signature pages of this
Agreement or other applicable Loan Document or, as to any party to any Loan
Document, at any other address as may be designated by it in a written notice
sent to all other parties to such Loan Document in accordance with this Section
11.7; and (b) Any notice, request, demand, direction or other communication
given by telecopier must be confirmed within 48 hours by letter mailed or
delivered to the appropriate party at its respective address. Except as
otherwise expressly provided in any Loan Document, if any notice, request,
demand, direction or other communication required or permitted by any Loan
Document is given by mail it will be effective on the earlier of receipt or the
third calendar day after deposit in the United States mail with first class or
airmail postage prepaid; if given by telecopier, upon electronic confirmation of
receipt, and if given after 4:30 p.m., effective on the next business day; or if
given by personal delivery when delivered.

              11.8 Execution of Loan Documents. Unless Agent otherwise specifies
with respect to any Loan Document, this Agreement and any other Loan Document
may be executed in any number of counterparts and any party hereto or thereto
may execute any counterpart, each of which when executed and delivered will be
deemed to be an original and all of which counterparts of this Agreement or any
other Loan Document, as the case may be, when taken together will be deemed to
be but one and the same instrument. The execution of this Agreement or any other
Loan Document by any party hereto or thereto will not become effective until
counterparts hereof or thereof, as the case may be, have been executed by all
the parties hereto or thereto.

              11.9 Sharing of Setoffs. Each Bank severally agrees that if it,
through the exercise of any right of setoff, banker's lien or counterclaim
against Borrowers, or otherwise receives payment of the Obligations held by it
that is ratably more than any other Bank, through any means, receives in payment
of the Obligations held by that Bank, then: (a) The Bank exercising the right of
setoff, banker's lien or counterclaim or otherwise receiving such payment shall
purchase, and shall be deemed to have simultaneously purchased, from the other
Bank a participation in the Obligations held by the other Bank and shall pay to
the other Bank a purchase price in an amount so that the share of the
Obligations held by each Bank after the exercise of the right of setoff,
banker's lien or counterclaim or receipt of payment shall be in the same
proportion that existed prior to the exercise of the right of setoff, banker's
lien or counterclaim or receipt of payment; and (b) Such other adjustments and
purchases of participations shall be made from time to time as shall be
equitable to ensure that all of the Banks share any payment obtained in respect
of the Obligations ratably in accordance with each Bank's share of the
Obligations immediately prior to, and without taking into account, the payment;
provided that, if all or any portion of a disproportionate payment obtained as a
result of the exercise of the right of setoff, banker's lien, counterclaim or
otherwise is thereafter recovered from the purchasing Bank by Borrowers or any


                                     -63-
<PAGE>   69

Person claiming through or succeeding to the rights of Borrowers, the purchase
of a participation shall be rescinded and the purchase price thereof shall be
restored to the extent of the recovery, but without interest. Each Bank that
purchases a participation in the Obligations pursuant to this Section 11.9 shall
from and after the purchase have the right to give all notices, requests,
demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the
purchasing Bank were the owner of the Obligations purchased. Each Borrower
expressly consents to the foregoing arrangements and agrees that any Bank
holding a participation in an Obligation so purchased may exercise any and all
rights of setoff, banker's lien or counterclaim with respect to the
participation as fully as if the Bank were the original owner of the Obligation
purchased; provided, however, that each Bank agrees that it shall not exercise
any right of setoff, banker's lien or counterclaim without first obtaining the
consent of the Requisite Banks.

              11.10 Binding Effect; Assignment. This Agreement and the other
Loan Documents shall be binding upon and shall inure to the benefit of the
parties hereto and thereto and their respective successors and assigns, except
that Borrowers and/or their Affiliates may not assign their rights hereunder or
thereunder or any interest herein or therein without the prior written consent
of all the Banks. Banks reserve the right to sell, assign, transfer, negotiate
or grant participations in all or any part of, or in any interest in, such
Bank's rights and obligations under the Loan Documents, except that no Bank
shall have the right to sell, assign, pledge or transfer any participation in
its rights hereunder or any interest herein (other than to a Federal Reserve
Bank for 90 days or less or to any Affiliate of such Bank) without the consent
of the Agent and Requisite Banks.

              11.11 Assignment of Deposits. As security for the prompt payment
and performance of all Obligations, Borrowers hereby assigns to Agent and Banks
a security interest in all their right, title, and interest in and to any and
all deposit accounts now or hereafter maintained with Agent or any Bank except
the deposit account set forth in the Special Deposit Account Agreement, and the
proceeds thereof.

              11.12 Participation of Loan. Banks shall have the right to
participate, sell or assign interests in the Loans with financial institutions
on such terms and conditions as may be acceptable to Agent and Requisite Banks.

              11.13 Indemnity by Borrowers. Borrowers agree to indemnify, save
and hold harmless Agent and Banks and their directors, officers, agents,
attorneys and employees (collectively the "Indemnitees") from and against: (a)
Any and all claims, demands, actions or causes of action that are asserted
against any Indemnitee by any Person (other than Agent or a Bank) if the claim,
demand, action or cause of action directly or indirectly relates to a claim,
demand, action or cause of action that such Person has or asserts against
Borrowers, any Affiliate of Borrowers or any officer, director or shareholder of
Borrowers and arises out of or relates to the relationship between Borrowers and
Banks under any of the Loan Documents or the transactions contemplated thereby;
and (b) Any and all liabilities, losses, costs or expenses (including attorneys'
fees and disbursements and other professional services) that any Indemnitee
suffers or incurs as a result of the assertion of any foregoing claim, demand,
action or cause of 


                                      -64-

<PAGE>   70

action; provided that no Indemnitee shall be entitled to indemnification for any
loss caused by its own gross negligence or willful misconduct. Each Indemnitee
is authorized to employ counsel of its own choosing in enforcing its rights
hereunder and in defending against any claim, demand, action or cause of action
covered by this Section 11.13; provided that each Indemnitee shall endeavor, in
connection with any matter covered by this Section 11.13 which also involves
other Indemnitees, to use reasonable efforts to avoid unnecessary duplication of
effort by counsel for all Indemnitees. Any obligation or liability of Borrowers
to any Indemnitee under this Section 11.13 shall be and hereby is covered and
secured by the Loan Documents and the Collateral, and shall survive the
expiration or termination of this Agreement and the repayment of all Loans and
the payment and performance of all other Obligations owed to Agent and/or Banks.

              11.4 Nonliability of Banks. Borrowers acknowledge and agree that:

                     (a) Any inspections of Collateral made by or through Agent
        or any Bank are for purposes of administration of the Loan only and
        Borrowers are not entitled to rely upon the same;

                     (b) By accepting or approving anything required to be
        observed, performed, fulfilled or given to Agent or the Banks pursuant
        to the Loan Documents, including any certificate, financial statement,
        insurance policy or other document, neither Agent nor any Bank shall be
        deemed to have warranted or represented the sufficiency, legality,
        effectiveness or legal effect of the same, or of any term, provision or
        condition thereof, and such acceptance or approval thereof shall not
        constitute a warranty or representation to anyone with respect thereto
        by Agent or the Banks;

                     (c) The relationship between Borrowers and Agent and Banks
        is, and shall at all times remain, solely that of borrower and lenders;
        neither Agent nor any Bank shall under any circumstance be construed to
        be partners or joint venturers of Borrowers or its Affiliates; neither
        Agent nor any Bank shall under any circumstance be deemed to be in a
        relationship of confidence or trust or a fiduciary relationship with
        Borrowers or their Affiliates, or to owe any fiduciary duty to Borrowers
        or their Affiliates; neither Agent nor any Bank shall undertake or
        assume any responsibility or duty to Borrowers or their Affiliates to
        select, review, inspect, supervise, pass judgment upon or inform
        Borrowers or their Affiliates of any matter in connection with their
        Property, any Collateral held by Agent or any Bank or the operations of
        Borrowers or their Affiliates; Borrowers and their Affiliates shall rely
        entirely upon their own judgment with respect to such matters; and any
        review, inspection, supervision, exercise of judgment or supply of
        information undertaken or assumed by Agent or Banks in connection with
        such matters is solely for the protection of Agent and Banks and no
        Borrower or any other Person is entitled to rely thereon; and

                     (d) Agent and Banks shall not be responsible or liable to
        any Person for any loss, damage, liability or claim of any kind relating
        to injury or death to Persons or damage to Property caused by the
        actions, inaction or negligence of Borrowers and/or 


                                      -65-
<PAGE>   71

       their Affiliates and Borrowers hereby indemnify and hold Bank harmless
       from any such loss, damage, liability or claim.

              11.15 No Third Parties Benefited. This Agreement is made for the
purpose of defining and setting forth certain obligations, rights and duties of
Borrowers and Agent and Banks in connection with the Loans, and is made for the
sole protection of Borrowers and Agent and Banks, and their successors and
assigns. Except as provided in Section 11.13, no other Person shall have any
rights of any nature hereunder or by reason hereof.

              11.16 Further Assurances. Borrowers and their Subsidiaries shall,
at their expense and without expense to Agent or any Bank, do, execute and
deliver such further acts and documents as Agent or any Bank from time to time
reasonably require for the assuring and confirming unto Agent and Banks of the
rights hereby created or intended now or hereafter so to be, or for carrying out
the intention or facilitating the performance of the terms of any Loan Document,
or for assuring the validity, perfection, priority or enforceability of any Lien
under any Loan Document.

              11.17 Integration. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and supersedes all prior agreements, written or oral, on
the subject matter hereof. In the event of any conflict between the provisions
of this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control and govern; provided that the inclusion of supplemental
rights or remedies in favor of Agent or Banks in any other Loan Document shall
not be deemed a conflict with this Agreement. Each Loan Document was drafted
with the joint participation of the respective parties thereto and shall be
construed neither against nor in favor of any party, but rather in accordance
with the fair meaning thereof.

              11.18 Governing Law. Except to the extent otherwise provided
therein, each Loan Document shall be governed by, and construed and enforced in
accordance with, the local Laws of California; provided that the local Laws of
California shall not apply with respect to any foreclosure of real Property
Collateral located outside California, and in no event shall California Code of
Civil Procedure ss.ss. 726 and/or 580a and/or 580b and/or 580d apply to any such
foreclosure outside of California or to the right of Agent and Banks to obtain a
deficiency judgment for all Obligations remaining due following such
foreclosure.

              11.19 Severability of Provisions. Any provision in any Loan
Document that is held to be inoperative, unenforceable or invalid as to any
party or in any jurisdiction shall, as to that party or jurisdiction, be
inoperative, unenforceable or invalid without affecting the remaining provisions
or the operation, enforceability or validity of that provision as to any other
party or in any other jurisdiction, and to this end the provisions of all Loan
Documents are declared to be severable.

              11.20 Headings. Article and Section headings in this Agreement and
the other Loan Documents are included for convenience of reference only and are
not part of this Agreement or the other Loan Documents for any other purpose.


                                      -66-


<PAGE>   72

              11.21 Time of the Essence. Time is of the essence of the Loan
Documents.

              11.22 Securities Representation. Each Bank hereby represents that
any disposition by it of all or any part of its rights under the Loan Documents
shall not violate Section 5 of the Securities Act of 1933 to the extent, if any,
applicable.

              11.23 Joint Borrower Provisions. Borrowers acknowledge and agree
that Borrowers shall be jointly and severally liable for all obligations arising
under this Agreement, any/or Loan Documents. In furtherance thereof, Borrowers
acknowledge and agree as follows:

                     (a) In lieu of maintaining accounts in the name of each of
        the Persons comprising Borrower (for purposes of this Section, each such
        Person being referred to as a "Borrowing Entity"), Agent shall maintain
        a single designated deposit account for Borrowers. Any advance made by
        Bank hereunder shall be made jointly and severally to all Borrowing
        Entities. Any payments received by any Bank likewise shall be credited
        to all Borrowing Entities. While it is anticipated that SCC, Inc. will
        make Requests for Loans or for Standby Letters of Credit, Requests for
        Loans or for Standby Letters of Credit may be made by any Borrowing
        Entity and Agent and any Bank, in its discretion, is authorized to honor
        and rely upon any such Request or any instructions received from any
        Responsible Official of any Borrowing Entity. It is expressly agreed and
        understood by each Borrowing Entity that Agent and each Bank shall have
        no responsibility to inquire into the appointment, allocation or
        disposition of any Loans made to Borrowers. All Loans are to be made for
        the collective account of Borrowers. For the purpose of implementing the
        joint borrower provisions of the Loan Documents, including without
        limitation the giving and receiving of notices and other communications,
        the making of Requests for Loans or Requests for Standby Letters of
        Credit, the execution and delivery of certificates and the receiving and
        allocating of disbursements from Bank, Borrowers hereby irrevocably
        appoint each other as the agent and attorney-in-fact for all purposes of
        the Loan Documents.

                     (b) It is understood and agreed that the handling of this
        credit facility on a joint borrowing basis as set forth in this
        Agreement is solely as an accommodation to Borrowers and at the request
        of Borrowers, and that Agent and Banks shall incur no liability to
        Borrowers or any Borrowing Entity as a result thereof. To induce Agent
        and Banks to do so, and in consideration thereof, each Borrowing Entity
        hereby agrees to indemnify Agent and Banks and hold Agent and Banks
        harmless from and against any and all liabilities, expenses, losses,
        damages and/or claims of damage or injury asserted against Agent and
        Banks by Borrowers or by any other Person arising from or incurred by
        reason of Agent's or any Bank's handling of the financing arrangement of
        Borrowers as herein provided, reliance by Agent and Banks on any
        requests or instructions from any Borrowing Entity, or any other action
        taken by Agent and Banks.

                     (c) Each of the Borrowers represents and warrants to Agent
        and Banks that the request for joint handling of the Loans was made
        jointly by the Borrowing 

                                      -67-
<PAGE>   73

       Entities and that the Borrowing Entities are engaged in an integrated
       operation that requires financing on a basis permitting the availability
       of credit from time to time to each of the Borrowing Entities as required
       for the continued successful operation of each of them and their
       integrated operations. Each Borrowing Entity expects to derive benefit,
       directly or indirectly, from such availability because the successful
       operation of the Borrower is dependent on the continued successful
       performance of the functions of the integrated group.

                     (d) Each Borrower acknowledges that the liens and security
        interests created or granted herein and by the other Loan Documents will
        or may secure obligations of persons or entities other than itself and,
        in full recognition of that fact, each Borrower consents and agrees that
        any action by Agent or any Bank with respect to the following shall not
        affect the enforceability or security hereof or of any other Loan
        Document:

                            (1) supplement, modify, amend, extend, renew,
              accelerate, or otherwise change the time for payment or the terms
              of the obligations of the other Borrowers or any part thereof,
              including any increase or decrease of the rate(s) of interest
              thereon;

                            (2) supplement, modify, amend or waive, or enter
              into or give any agreement, approval or consent with respect to,
              the obligations of the other Borrowers or any part thereof or any
              of the Loan Documents or any additional security or guaranties, or
              any condition, covenant, default, remedy, right, representation or
              term thereof or thereunder;

                            (3) accept new or additional instruments, documents
              or agreements in exchange for or relative to any of the Loan
              Documents or the obligations of Borrowers or any part thereof;

                            (4) accept partial payments on the obligations of
              Borrowers;

                            (5) receive and hold additional security or
              guaranties for the obligations of Borrowers or any part thereof;

                            (6) release, reconvey, terminate, waive, abandon,
              subordinate, exchange, substitute, transfer and enforce any
              security or guaranties, and apply any security and direct the
              order or manner of sale thereof as Agent or Banks in their sole
              and absolute discretion may determine;

                            (7) release any person or entity or any guarantor
              from any personal liability with respect to the obligations of
              Borrowers or any part thereof;

                            (8) settle, release on terms satisfactory to Agent
              or Banks or by operation of applicable laws or otherwise liquidate
              or enforce any obligations of 

                                      -68-
<PAGE>   74

              Borrowers and any security or guaranty therefor in any manner,
              consent to the transfer of any security and bid and purchase at
              any sale; and

                            (9) consent to the merger, change or any other
              restructuring or termination of the corporate existence of
              Borrowers or any other person, and correspondingly restructure the
              obligations of Borrowers, and any such merger, change,
              restructuring or termination shall not affect the liability of
              Borrowers or the continuing existence of any lien or security
              interest hereunder, under any other Loan Document to which any
              Borrower is a party or the enforceability hereof or thereof with
              respect to all or any part of the obligations of Borrowers.

                     Upon the occurrence of and during the continuance of any
        Event of Default, Agent and Banks may enforce this Agreement and the
        other Loan Documents independently as to each Borrower and independently
        of any other remedy or security Agent or Banks at any time may have or
        hold in connection with the obligations of Borrowers, and it shall not
        be necessary for Agent or Banks to marshal assets in favor of any of the
        Borrowers or any other person or entity or to proceed upon or against
        and/or exhaust any other security or remedy before proceeding to enforce
        this Agreement and the other Loan Documents. Each of the Borrowers
        expressly waives any right to require Agent or Banks to marshal assets
        in favor of any Borrower or any other person or entity or to proceed
        against any other person or entity or any Collateral provided by any
        other person, and agrees that Agent or Banks may proceed against any
        persons or entities and/or Collateral in such order as it shall
        determine in its sole and absolute discretion. Agent or Banks may file a
        separate action or actions against any Borrower, whether action is
        brought or prosecuted with respect to any other security or against any
        other person, or whether any other person or entity is joined in any
        such action or actions. Each of the Borrowers agrees that Agent or Banks
        and each of the Borrowers and any other person or entity may deal with
        each other in connection with the obligations of Borrowers or otherwise,
        or alter any contracts or agreements now or hereafter existing between
        any of them, in any manner whatsoever, all without in any way altering
        or affecting the security of this Agreement or the other Loan Documents.
        The rights of Agent and Banks hereunder and under the other Loan
        Documents shall be reinstated and revived, and the enforceability of
        this Agreement and the other Loan Documents shall continue, with respect
        to any amount at any time paid on account of the obligations of
        Borrowers which thereafter shall be required to be restored or returned
        by Agent and Bank upon bankruptcy, insolvency or reorganization of any
        Borrower or any other person, or otherwise, all as though such amount
        had not been paid. The enforceability of this Agreement and the other
        Loan Documents at all times shall remain effective even though the
        obligations of Borrowers, including any part thereof or any other
        security or guaranty therefor, may be or hereafter may become invalid or
        otherwise unenforceable as against any of the Borrowers or any other
        person or entity and whether or not any of the Borrowers or any other
        person or entity shall have any personal liability with respect thereto.
        Each of the Borrowers expressly waives any and all defenses now or
        hereafter arising or asserted by reason of (a) any disability or other
        defense of any of the other Borrowers or any other person or entity with
        respect to the obligations of Borrowers, 


                                      -69-
<PAGE>   75

       (b) the unenforceability or invalidity of any security or guaranty for
       the obligations of Borrowers or the lack of perfection or continuing
       perfection or failure of priority of any security for the obligations of
       Borrowers, (c) the cessation for any cause whatsoever of the liability of
       any other Borrower or any other person or entity (other than by reason of
       the full payment and performance of all obligations of Borrowers), (d)
       any failure of Agent or any Bank to marshal assets in favor of any of the
       Borrowers or any other person, (e) any failure of Agent or any Bank to
       give notice of sale or other disposition to any of the other Borrowers or
       any other person or entity or any defect in any notice that may be given
       in connection with any sale or disposition, (f) any failure of Agent or
       any Bank to comply in any non-material respect with applicable laws in
       connection with the sale or other disposition of any Collateral or other
       security for any obligation of Borrowers, (g) any act or omission of
       Agent or any Bank or others that directly or indirectly results in or
       aids the discharge or release of any Borrower or any other person or
       entity or the obligations of Borrowers or any other security or guaranty
       therefor by operation of law or otherwise, (h) any law which provides
       that the obligation of a surety or guarantor must neither be larger in
       amount nor in other respects more burdensome than that of the principal
       or which reduces a surety's or guarantor's obligation in proportion to
       the principal obligation, (i) any failure of Agent or any Bank to file or
       enforce a claim in any bankruptcy or other proceeding with respect to any
       person, (j) the election by Agent or any Bank, in any bankruptcy
       proceeding of any person, of the application or non-application of
       Section 1111(b)(2) of the United States Bankruptcy Code, (k) any
       extension of credit or the grant of any lien under Section 364 of the
       United States Bankruptcy Code, (l) any use of cash collateral under
       Section 363 of the United States Bankruptcy Code, (m) any agreement or
       stipulation with respect to the provision of adequate protection in any
       bankruptcy proceeding of any person, (n) the avoidance of any lien or
       security interest in favor of Agent or any Bank for any reason, or (o)
       any bankruptcy, insolvency, reorganization, arrangement, readjustment of
       debt, liquidation or dissolution proceeding commenced by or against any
       person, including any discharge of, or bar or stay against collecting,
       all or any of the obligations of Borrowers (or any interest thereon) in
       or as a result of any such proceeding.

                     (e) Each of the Borrowers represents and warrants to Agent
        and Banks that such Borrower has established adequate means of obtaining
        from the other Borrowers, on a continuing basis, financial and other
        information pertaining to the businesses, operations and condition
        (financial and otherwise) of the other Borrowers and their respective
        properties, and each of the Borrowers now is and hereafter will be
        completely familiar with the businesses, operations and condition
        (financial and otherwise) of the other Borrowers and their respective
        properties. Each of the Borrowers hereby expressly waives and
        relinquishes any duty on the part of Agent or any Bank to disclose to
        such Borrower any matter, fact or thing related to the businesses,
        operations or condition (financial or otherwise) of any other Borrower
        or such other Borrower's properties, whether now known or hereafter
        known by Agent or any Bank during the life of this Agreement. With
        respect to any of the obligations of Borrowers, Agent and Banks need not
        inquire into the powers of any of the Borrowers or the officers or
        employees acting or purporting to act on its behalf.


                                      -70-
<PAGE>   76



                     (f) Notwithstanding anything to the contrary elsewhere
        contained herein or in any other Loan Document to which any Borrower is
        a party, each of the Borrowers hereby waives with respect to each other
        Borrower and its respective successors and assigns (including any
        surety) and any other party any and all rights at law or in equity, to
        subrogation, to reimbursement, to exoneration, to contribution, to
        setoff or to any other rights that could accrue to a surety against a
        principal, to a guarantor against a maker or obligor, to an
        accommodation party against the party accommodated, or to a holder or
        transferee against a maker and which each of the Borrowers may have or
        hereafter acquire against any other Borrower or any other party in
        connection with or as a result of any Borrower's execution, delivery
        and/or performance of this Agreement or any other Loan Document to which
        any such Borrower is a party until the Obligations hereunder are paid in
        full. Each of the Borrowers agrees that it shall not have or assert any
        such rights against any other Borrower or any such Borrower's successors
        and assigns or any other person or entity (including any surety), either
        directly or as an attempted setoff to any action commenced against such
        Borrower by the other such Borrower (as borrower or in any other
        capacity) or any other person until the obligations hereunder are paid
        in full. Each of the Borrowers hereby acknowledges and agrees that this
        waiver is intended to benefit Agent and Banks and shall not limit or
        otherwise affect any of the Borrowers' liability hereunder, under any
        other Loan Document to which any Borrower is a party, or the
        enforceability hereof or thereof.


                                      -71-
<PAGE>   77



                     (g) Each of the Borrowers warrants and agrees that each of
        the waivers and consents set forth herein is made with full knowledge of
        its significance and consequences, with the understanding that events
        giving rise to any defense waived may diminish, destroy or otherwise
        adversely affect rights which each of the Borrowers otherwise may have
        against the other Borrowers, Agent or any Bank, or others, or against
        any Collateral. If any of the waivers or consents herein are determined
        to be contrary to any applicable law or public policy, such waivers and
        consents shall be effective to the maximum extent permitted by law.

              11.24 Waiver of Jury Trial. The parties to this Agreement
acknowledge that jury trials often entail additional expenses and delays not
occasioned by nonjury trials. The parties to this Agreement further agree and
stipulate that a fair trial may be had before a state or federal judge by means
of a bench trial without a jury. In view of the foregoing, and as a specifically
negotiated provision of this Agreement, each party to this Agreement hereby
expressly waives any right to trial by jury of any claim, demand, action or
cause of action (1) arising under this Agreement or any other instrument,
document or agreement executed or delivered in connection herewith, or (2) in
any way connected with or related or incidental to the dealings of the parties
hereto or any of them with respect to this Agreement or any other instrument,
document or agreement executed or delivered in connection herewith, or the
transactions related hereto or thereto, in each case whether now existing or
hereafter arising, and whether sounding in contract or tort or otherwise; and
each party hereby agrees and consents that any such claim, demand, action or
cause of action shall be decided by court trial without a jury, and that any
party to this Agreement may file an original counterpart or a copy of this
section with any court as written evidence of the consent of the parties hereto
to the waiver of their right to trial by jury.

              IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the date first above written.

BORROWERS:

BORROWERS:

THE SPORTS CLUB COMPANY, INC.                   THE SPECTRUM CLUB COMPANY, INC.,
a Delaware corporation                          a California corporation

By: /s/ Timothy O'Brien                         By: /s/ Timothy O'Brien
    ---------------------------------               ----------------------------
    Its: Chief Financial Officer                    Its: Chief Financial Officer


PONTIUS REALTY, INC.,                           L.A./IRVINE SPORTS CLUB, LTD.,
a California corporation                        a California limited partnership

By: /s/ Timothy O'Brien                         By: Sports Club, Inc. of 
    ---------------------------------                California, general partner
        Timothy O'Brien                              
        Its:  Chief Financial Officer          


                                      -72-

<PAGE>   78
<TABLE>

<S>                                        <C>

                                           By: /s/ Timothy O'Brien  
                                               ----------------------------   
                                                   Timothy O'Brien 
                                                   Its: Chief Financial Officer  


SPORTS CLUB, INC. OF CALIFORNIA,                 TALLA NEW YORK, INC.,      
a California corporation                         a New York corporation
                                                 
By: /s/ Timothy O'Brien                    By: /s/ Timothy O'Brien
    ---------------------------------          ---------------------------------
    Timothy O'Brien                                 Timothy O'Brien
    Its: Chief Financial Officer                    Its: Chief Financial Officer

IRVINE SPORTS CLUB, INC.,                  GREEN VALLEY SPECTRUM
a California corporation                   CLUB, INC., a Nevada corporation    
                                                    

By: /s/ Timothy O'Brien                    By: /s/ Timothy O'Brien
    ---------------------------------          ---------------------------------
    Timothy O'Brien                                 Timothy O'Brien
    Its: Chief Financial Officer                    Its: Chief Financial Officer


THE SPORTSMED COMPANY, INC.,               SPECTRUM CLUB/ANAHEIM HILLS, INC., a
a California corporation                   California corporation      


By: /s/ Timothy O'Brien                    By: /s/ Timothy O'Brien
    ---------------------------------          ---------------------------------
    Timothy O'Brien                                 Timothy O'Brien
    Its: Chief Financial Officer                    Its: Chief Financial Officer


SCC SPORTS CLUB, INC.,
a Texas corporation


By: /s/ Timothy O'Brien                    
    ---------------------------------      
    Timothy O'Brien                        
    Its: Chief Financial Officer           
</TABLE>

                                   Borrowers Address:
                                   c/o The Sports Club Company
                                   11100 Santa Monica Boulevard
                                   Suite 300
                                   Los Angeles, California  90025
                                   Telephone:    (310) 479-5200
                                   Facsimile:    (310) 479-5740

                                      -73-
<PAGE>   79



AGENT:

SUMITOMO BANK OF CALIFORNIA


By /s/ Elizabeth M. Toda
   ------------------------------
   Elizabeth M. Toda
   Vice President

Address:
Sumitomo Bank of California
611 West Sixth Street, Suite 3900
Los Angeles, California  90017
Attn: Elizabeth M. Toda, Vice President
Telecopier: (213) 622-1385
Telephone: (213) 362-5700


BANKS:

SUMITOMO BANK OF CALIFORNIA


By /s/ Elizabeth M. Toda
   ------------------------------
   Elizabeth M. Toda
   Vice President

Address:
Sumitomo Bank of California
611 West Sixth Street, Suite 3900
Los Angeles, California  90017
Attn: Elizabeth M. Toda, Vice President
Telecopier: (213) 622-1385
Telephone: (213) 362-5700


                                      -74-