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FOURTH SUPPLEMENTAL INDENTURE
 Fourth Supplemental Indenture Company Trustee
 Indenture Notes Post
 Special Committee
 Millennium Principal Stockholders Proposed Transaction
   AGREEMENT
  Recitals; Definitions




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Term Term
 Modification of Change of Control Provision
   No Other Changes
 Miscellaneous
  COMPANY
THE SPORTS CLUB COMPANY, INC.By:
    /s/ Timothy OBrienName:
    Timothy OBrienTitle:
    Chief Financial Officer




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TRUSTEEU.S. BANK NATIONAL ASSOCIATIONBy:
    
    /s/ Richard ProkoschName:
    
    Richard ProkoschTitle:
    
    Vice PresidentSUBSIDIARY GUARANTORS(see signature pages attached hereto)Subsidiary Guarantors:SCC DEVELOPMENT COMPANYLA/IRVINE SPORTS CLUBS, LTD.By:
    
    Sports Club, Inc. of California, its
General partnerBy:
    
    /s/ Timothy OBrienName:
    
    Timothy OBrienTitle:
    
    Chief Financial Officer
    
    By:
    
    /s/ Timothy OBrienName:
    
    Timothy OBrienTitle:
    
    Chief Financial OfficerSCC NEVADA, INC.PONTIUS REALTY, INC.By:
    
    /s/ Timothy OBrienName:
    
    Timothy OBrienTitle:
    
    Chief Financial Officer
    
    By:
    
    /s/ Timothy OBrienName:
    
    Timothy OBrienTitle:
    
    Chief Financial OfficerHFA SERVICES, INC.By:
    
    /s/ Timothy OBrien
    
    SCC SPORTS CLUB, INC.Name:
    
    Timothy OBrienTitle:
    
    Chief Financial OfficerBy:
    
    /s/ Timothy OBrienName:
    
    Timothy OBrienIRVINE SPORTS CLUB, INC.
    
    Title:
    
    Chief Financial OfficerBy:
    
    /s/ Timothy OBrienName:
    
    Timothy OBrienTitle:
    
    Chief Financial Officer




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SEPULVEDA REALTY AND
    
    TVE, INC.DEVELOPMENT COMPANY, INC.By:
    
    /s/ Timothy OBrien
    
    By:
    
    /s/ Timothy OBrienName:
    
    Timothy OBrien
    
    Name:
    
    Timothy OBrienTitle:
    
    Chief Financial Officer
    
    Title:
    
    Chief Financial OfficerSF SPORTS CLUB, INC.
    
    SCC CALIFORNIA, INC.By:
    
    /s/ Timothy OBrien
    
    By:
    
    /s/ Timothy OBrienName:
    
    Timothy OBrien
    
    Name:
    
    Timothy OBrienTitle:
    
    Chief Financial Officer
    
    Title:
    
    Chief Financial OfficerSCC REALTY COMPANY
    
    THE SPORTS CONNECTION HOLDING COMPANYBy:
    
    /s/ Timothy OBrien
    
    By:
    
    /s/ Timothy OBrienName:
    
    Timothy OBrien
    
    Name:
    
    Timothy OBrienTitle:
    
    Chief Financial Officer
    
    Title:
    
    Chief Financial OfficerSPORTS CLUB, INC. OF CALIFORNIA
    
    THE SPORTSMED COMPANY, INC.By:
    
    /s/ Timothy OBrien
    
    By:
    
    /s/ Timothy OBrienName:
    
    Timothy OBrien
    
    Name:
    
    Timothy OBrienTitle:
    
    Chief Financial Officer
    
    Title:
    
    Chief Financial OfficerTALLA NEW YORK, INC.
    
    WASHINGTON D.C. SPORTS CLUB, INC.By:
    
    /s/ Timothy OBrien
    
    By:
    
    /s/ Timothy OBrienName:
    
    Timothy OBrien
    
    Name:
    
    Timothy OBrienTitle:
    
    Chief Financial Officer
    
    Title:
    
    Chief Financial OfficerNY SPORTS CLUB, INC.By:
    
    /s/ Timothy OBrienName:
    
    Timothy OBrienTitle:
    
    Chief Financial Officer