EX-4.1



 



Exhibit 4.1




      





TOWN SPORTS INTERNATIONAL, LLC




as Issuer




 






Supplemental Indenture No. 4




Dated as of February 27, 2007




 






Supplementing the Indenture




dated as of April 16, 2003




with respect to $255,000,000




9 5/8% Senior Notes due 2011




 






The Bank of New York,

as Trustee




      





 









 





SUPPLEMENTAL INDENTURE NO. 4




     SUPPLEMENTAL INDENTURE NO. 4 dated as of February 27, 2007 (this “Supplemental
Indenture”), made by and among Town Sports International, LLC, a New York limited liability
company (f/k/a Town Sports International, Inc.) (the “Company”), the subsidiary guarantors
listed on Annex A hereto (collectively, the “Guarantors”), and The Bank of New
York, as Trustee (the “Trustee”) to the Original Indenture (as defined below).



RECITALS




     WHEREAS, the Company, the Guarantors and the Trustee have heretofore entered into an Indenture
dated as of April 16, 2003, as amended and supplemented by Supplemental Indenture No. 1 thereto
dated as of May 12, 2006, as amended and supplemented by Supplemental Indenture No. 2 thereto dated
as of June 30, 2006, and as amended and supplemented by Supplemental Indenture No. 3 thereto dated
as of December 20, 2006 (collectively, the “Original Indenture”), pursuant to the
provisions of which the Company has heretofore issued $255,000,000 in aggregate principal amount of
its 9 5/8% Senior Notes due 2011 (the “Notes”);



     WHEREAS, the Board of Directors of the Company has determined that it is in the best interests
of the Company to authorize and approve the proposed amendments of the Indenture as described in
the Statement (as defined below), and as set forth in Articles I through VI (inclusive) of this
Supplemental Indenture (the “Proposed Amendments”);



     WHEREAS, Section 9.2 of the Indenture provides that the Company and the Trustee may amend the
Indenture and the Notes with the written consent of the Holders of not less than a majority in
aggregate principal amount of the Notes then outstanding;



     WHEREAS, the Company has distributed an Offer to Purchase and Consent Solicitation Statement,
dated January 29, 2007 (the “Statement”), to the Holders of the Notes in connection with
the Proposed Amendments as described in the Statement;



     WHEREAS, the Holders of not less than a majority in aggregate principal amount of the Notes
outstanding have approved the Proposed Amendments to the provisions of the Indenture; and



     WHEREAS, the execution and delivery of this instrument have been duly authorized and all
conditions and requirements necessary to make this instrument a valid and binding agreement have
been duly performed and complied with;



     NOW, THEREFORE, for and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which hereby are acknowledged, it is mutually
covenanted and agreed, for the equal proportionate benefit of all Holders of the Notes, as follows:



2









 





ARTICLE I




AMENDMENTS TO ARTICLE I—DEFINITIONS AND INCORPORATION BY

REFERENCE




     Section 1.1. Upon the effective date of this Supplemental Indenture, certain definitions shall
be deemed deleted when references to such definitions would be eliminated as a result of the
amendments described herein.



ARTICLE II




AMENDMENTS TO ARTICLE IV—COVENANTS




     Section 2.1. Section 4.2 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 4.2. Intentionally omitted.




     Section 2.2. Section 4.3 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 4.3. Intentionally omitted.




     Section 2.3. Section 4.4 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 4.4. Intentionally omitted.




     Section 2.4. Section 4.5 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 4.5. Intentionally omitted.




     Section 2.5. Section 4.6 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 4.6. Intentionally omitted.




     Section 2.6. Section 4.7 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 4.7. Intentionally omitted.




     Section 2.7. Section 4.8 of the Indenture is hereby amended to read in its entirety as set
forth below:



3









 





          Section 4.8. Intentionally omitted.




     Section 2.8. Section 4.9 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 4.9. Intentionally omitted.




     Section 2.9. Section 4.10 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 4.10. Intentionally omitted.




     Section 2.10. Section 4.11 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 4.11. Intentionally omitted.




     Section 2.11. Section 4.12 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 4.12. Intentionally omitted.




     Section 2.12. Section 4.13 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 4.13. Intentionally omitted.




     Section 2.13. Section 4.14 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 4.14. Intentionally omitted.




     Section 2.14. Section 4.16 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 4.16. Intentionally omitted.




     Section 2.15. Section 4.17 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 4.17. Intentionally omitted.




     Section 2.16. Section 4.18 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 4.18. Intentionally omitted.




4









 








     Section 2.17. Section 4.19 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 4.19. Intentionally omitted.




ARTICLE III




AMENDMENTS TO ARTICLE 5—SUCCESSORS




     Section 3.1. Section 5.1 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 5.1. Intentionally omitted.




     Section 3.2. Section 5.2 of the Indenture is hereby amended to read in its entirety as set
forth below:



          Section 5.2. Intentionally omitted.




ARTICLE IV




          AMENDMENTS TO ARTICLE 6—DEFAULTS AND REMEDIES




     Section 4.1. Section 6.1(c) of the Indenture is hereby amended to read in its entirety as set
forth below:



          (c) Intentionally omitted.




     Section 4.2. Section 6.1(d) of the Indenture is hereby amended to read in its entirety as set
forth below:



          (d) Intentionally omitted.




     Section 4.3. Section 6.1(e) of the Indenture is hereby amended to read in its entirety as set
forth below:



          (e) Intentionally omitted.




     Section 4.4. Section 6.1(f) of the Indenture is hereby amended to read in its entirety as set
forth below:



          (f) Intentionally omitted.




     Section 4.5. Section 6.1(g) of the Indenture is hereby amended to read in its entirety as set
forth below:



          (g) Intentionally omitted.




5









 








     Section 4.6. Section 6.1(h) of the Indenture is hereby amended to read in its entirety as set
forth below:



          (h) Intentionally omitted.




ARTICLE V




AMENDMENTS TO ARTICLE VIII— LEGAL DEFEASANCE AND COVENANT

DEFEASANCE




     Section 5.1. Section 8.4(2) of the Indenture is hereby amended to read in its entirety as set
forth below:



          (2) Intentionally omitted.




     Section 5.2. Section 8.4(3) of the Indenture is hereby amended to read in its entirety as set
forth below:



          (3) Intentionally omitted.




     Section 5.3. Section 8.4(4) of the Indenture is hereby amended to read in its entirety as set
forth below:



          (4) Intentionally omitted.




     Section 5.4. Section 8.4(5) of the Indenture is hereby amended to read in its entirety as set
forth below:



          (5) Intentionally omitted.




     Section 5.5. Section 8.4(6) of the Indenture is hereby amended to read in its entirety as set
forth below:



          (6) Intentionally omitted.




     Section 5.6. Section 8.4(7) of the Indenture is hereby amended to read in its entirety as set
forth below:



          (7) Intentionally omitted.




     Section 5.7. Section 8.4(8) of the Indenture is hereby amended to read in its entirety as set
forth below:



          (8) Intentionally omitted.




6









 








ARTICLE VI




AMENDMENTS TO THE NOTES




     Section 6.1. The Notes include certain of the foregoing provisions from the Indenture. Upon
the effective date of this Supplemental Indenture, such provisions from the Notes shall be deemed
deleted in their entirety.



ARTICLE VII




MISCELLANEOUS




     Section 7.1. This Supplemental Indenture is a supplemental indenture pursuant to Section 9.2
of the Original Indenture. Upon execution and delivery of this Supplemental Indenture, all the
terms and conditions of the Original Indenture and this Supplemental Indenture shall be read
together as though they constitute one instrument, except that in case of conflict, the provisions
of this Supplemental Indenture will control.



     Section 7.2. Except as they have been modified in this Supplemental Indenture, each and every
term and provision of the Original Indenture, as supplemented and amended by this Supplemental
Indenture, shall continue in full force and effect, and all references to the Indenture in the
Original Indenture shall hereafter be deemed to mean the Original Indenture, as supplemented and
amended pursuant to this Supplemental Indenture.



     Section 7.3. The parties may sign any number of signature pages or copies of this Supplemental
Indenture. Each signed signature page or copy shall be an original, but all of them together shall
represent the same agreement.



     Section 7.4. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. EACH OF THE COMPANY AND THE GUARANTORS HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF
ANY NEW YORK STATE COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF
ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, AND
IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY,
JURISDICTION OF THE AFORESAID COURTS. EACH OF THE COMPANY AND THE GUARANTORS IRREVOCABLY WAIVES,
TO THE FULLEST EXTENT THAT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT
IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT
OF THE TRUSTEE OR ANY HOLDER OF THE NOTES TO SERVE PROCESS IN



7









 




ANY OTHER MANNER PERMITTED BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST
THE COMPANY AND THE GUARANTORS IN ANY OTHER JURISDICTION.




     Section 7.5. The Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company
and the Guarantors, and not of the Trustee.



[SIGNATURE PAGES FOLLOW]




8









 





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



	 	 	 	 	 	 	 
	 	 	TOWN SPORTS INTERNATIONAL, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/ Robert Herbst
 

Name: Robert S. Herbst
	 	 
	 

	 	 	 	Title: Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	Each Guarantor Listed on Annex A hereto	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/ Robert Herbst	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Robert S. Herbst	 	 
	 

	 	 	 	Title: Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK,	 	 
	 

	 	 	 	   as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/ Julie Salovitch-Miller	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Julie Salovitch-Miller	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 






Annex A




TSI Arthro-Fitness Services, LLC, a Delaware limited liability company

TSI Astoria, LLC, a Delaware limited liability company

TSI Battery Park, LLC, a Delaware limited liability company

TSI Bay Ridge 86th Street, LLC, a Delaware limited liability company

TSI Bayridge, LLC, a Delaware limited liability company

TSI Broadway, LLC, a Delaware limited liability company

TSI 217 Broadway, LLC, a Delaware limited liability company

TSI Brooklyn Belt, LLC, a Delaware limited liability company

TSI Carmel, LLC, a Delaware limited liability company

TSI Cash Management, LLC, a Delaware limited liability company

TSI Cobble Hill, LLC, a Delaware limited liability company

TSI Commack, LLC, a Delaware limited liability company

TSI Court Street, LLC, a Delaware limited liability company

TSI Croton, LLC, a Delaware limited liability company

TSI Dobbs Ferry, LLC, a Delaware limited liability company

TSI East Meadow, LLC, a Delaware limited liability company

TSI East 23, LLC, a Delaware limited liability company

TSI East 31, LLC, a Delaware limited liability company

TSI East 34, LLC, a Delaware limited liability company

TSI East 36, LLC, a Delaware limited liability company

TSI East 41, LLC, a Delaware limited liability company

TSI East 48, LLC, a Delaware limited liability company

TSI East 51, LLC, a Delaware limited liability company

TSI East 59, LLC, a Delaware limited liability company

TSI East 76, LLC, a Delaware limited liability company

TSI East 86, LLC, a Delaware limited liability company

TSI East 91, LLC, a Delaware limited liability company

TSI First Avenue, LLC, a Delaware limited liability company

TSI Forest Hills, LLC, a Delaware limited liability company

TSI Garden City, LLC, a Delaware limited liability company

TSI Glendale, LLC, a Delaware limited liability company

TSI Grand Central, LLC, a Delaware limited liability company

TSI Great Neck, LLC, a Delaware limited liability company

TSI Hartsdale, LLC, a Delaware limited liability company

TSI Hawthorne, LLC, a Delaware limited liability company

TSI Herald, LLC, a Delaware limited liability company

TSI Hicksville, LLC, a Delaware limited liability company

TSI Huntington, LLC, a Delaware limited liability company

TSI Irving Place, LLC, a Delaware limited liability company

TSI Larchmont, LLC, a Delaware limited liability company

TSI Lincoln, LLC, a Delaware limited liability company

TSI Long Beach, LLC, a Delaware limited liability company

TSI Mamaroneck, LLC, a Delaware limited liability company

TSI Mercer Street, LLC, a Delaware limited liability company

TSI Midwood, LLC, a Delaware limited liability company

TSI Morris Park, LLC, a Delaware limited liability company




 









 





TSI Murray Hill, LLC, a Delaware limited liability company

TSI Nanuet, LLC, a Delaware limited liability company

TSI Oceanside, LLC, a Delaware limited liability company

TSI Port Jefferson, LLC, a Delaware limited liability company

TSI Reade Street, LLC, a Delaware limited liability company

TSI Rego Park, LLC, a Delaware limited liability company

TSI Scarsdale, LLC, a Delaware limited liability company

TSI Seaport, LLC, a Delaware limited liability company

TSI Sheridan, LLC, a Delaware limited liability company

TSI Smithtown, LLC, a Delaware limited liability company

TSI Soho, LLC, a Delaware limited liability company

TSI Somers, LLC, a Delaware limited liability company

TSI South Park Slope, LLC, a Delaware limited liability company

TSI Staten Island, LLC, a Delaware limited liability company

TSI Syosset, LLC, a Delaware limited liability company

TSI Varick Street, LLC, a Delaware limited liability company

TSI Wall Street, LLC, a Delaware limited liability company

TSI Water Street, LLC, a Delaware limited liability company

TSI West 14, LLC, a Delaware limited liability company

TSI West 16, LLC, a Delaware limited liability company

TSI West 23, LLC, a Delaware limited liability company

TSI West 38, LLC, a Delaware limited liability company

TSI West 41, LLC, a Delaware limited liability company

TSI West 44, LLC, a Delaware limited liability company

TSI West 48, LLC, a Delaware limited liability company

TSI West 52, LLC, a Delaware limited liability company

TSI West 73, LLC, a Delaware limited liability company

TSI West 76, LLC, a Delaware limited liability company

TSI West 80, LLC, a Delaware limited liability company

TSI West 94, LLC, a Delaware limited liability company

TSI West 115th Street, LLC, a Delaware limited liability company

TSI West 125, LLC, a Delaware limited liability company

TSI West 145th Street, LLC, a Delaware limited liability company

TSI West Nyack, LLC, a Delaware limited liability company

TSI White Plains, LLC, a Delaware limited liability company

TSI White Plains City Center LLC, a Delaware limited liability company

TSI Whitestone, LLC, a Delaware limited liability company

TSI Woodmere, LLC, a Delaware limited liability company

TSI Allston, LLC, a Delaware limited liability company

TSI Boylston, LLC, a Delaware limited liability company

TSI Bulfinch, LLC, a Delaware limited liability company

TSI Central Square, LLC, a Delaware limited liability company

TSI Downtown Crossing, LLC, a Delaware limited liability company

TSI Fenway, LLC, a Delaware limited liability company

TSI Natick, LLC, a Delaware limited liability company

TSI Newbury Street, LLC, a Delaware limited liability company

TSI West Newton, LLC, a Delaware limited liability company

TSI Weymouth, LLC, a Delaware limited liability company




 









 





TSI Danbury, LLC, a Delaware limited liability company

TSI Greenwich, LLC, a Delaware limited liability company

TSI Norwalk, LLC, a Delaware limited liability company

TSI Stamford Downtown, LLC, a Delaware limited liability company

TSI Stamford Post, LLC, a Delaware limited liability company

TSI Stamford Rinks, LLC, a Delaware limited liability company

TSI Westport, LLC, a Delaware limited liability company

TSI Holdings (DC), LLC, a Delaware limited liability company

TSI Chevy Chase, LLC, a Delaware limited liability company

TSI Columbia Heights, LLC, a Delaware limited liability company

TSI Connecticut Avenue, LLC, a Delaware limited liability company

TSI Dupont Circle, Inc., a Delaware corporation

TSI Dupont II, Inc., a Delaware corporation

TSI F Street, LLC, a Delaware limited liability company

TSI Gallery Place, LLC, a Delaware limited liability company

TSI Georgetown, LLC, a Delaware limited liability company

TSI Glover, LLC, a Delaware limited liability company

TSI K Street, LLC, a Delaware limited liability company

TSI M Street, LLC, a Delaware limited liability company

TSI University Management, LLC, a Delaware limited liability company

TSI Washington, Inc., a Delaware corporation

TSI Insurance, Inc., a New York corporation

TSI Holdings (IP), LLC, a Delaware limited liability company

TSI International, Inc., a Delaware corporation

TSI Holdings (MA), LLC, a Delaware limited liability company

TSI Andover, LLC, a Delaware limited liability company

TSI Davis Square, LLC, a Delaware limited liability company

TSI Framingham, LLC, a Delaware limited liability company

TSI Franklin (MA), LLC, a Delaware limited liability company

TSI Lexington (MA), LLC, a Delaware limited liability company

TSI Lynnfield, LLC, a Delaware limited liability company

TSI Newton, LLC, , a Delaware limited liability company

TSI South End, LLC, a Delaware limited liability company

TSI South Station, LLC, a Delaware limited liability company

TSI Waltham, LLC, a Delaware limited liability company

TSI Watertown, LLC, a Delaware limited liability company

TSI Wellesley, LLC, a Delaware limited liability company

TSI Wellington Circle, LLC, a Delaware limited liability company

TSI Holdings (MD), LLC, a Delaware limited liability company

TSI Bethesda, LLC, a Delaware limited liability company

TSI Germantown, LLC, a Delaware limited liability company

TSI North Bethesda, LLC, a Delaware limited liability company

TSI Silver Spring, LLC, a Delaware limited liability company

TSI South Bethesda, LLC, a Delaware limited liability company

TSI Holdings (NJ), LLC, a Delaware limited liability company

TSI Butler, LLC, a Delaware limited liability company

TSI Cherry Hill, LLC, a Delaware limited liability company

TSI Clifton, LLC, a Delaware limited liability company




 









 





TSI Colonia, LLC, a Delaware limited liability company

TSI Englewood, LLC, a Delaware limited liability company

TSI Fort Lee, LLC , a Delaware limited liability company

TSI Franklin Park, LLC, a Delaware limited liability company

TSI Freehold, LLC, a Delaware limited liability company

TSI Hoboken, LLC, a Delaware limited liability company

TSI Hoboken North, LLC, a Delaware limited liability company

TSI Jersey City, LLC, a Delaware limited liability company

TSI Livingston, LLC, a Delaware limited liability company

TSI Mahwah, LLC, a Delaware limited liability company

TSI Marlboro, LLC, a Delaware limited liability company

TSI Matawan, LLC, a Delaware limited liability company

TSI Montclair, LLC, a Delaware limited liability company

TSI Newark, LLC, a Delaware limited liability company

TSI No Sweat, LLC, a Delaware limited liability company

TSI Old Bridge, LLC, a Delaware limited liability company

TSI Parsippany, LLC, a Delaware limited liability company

TSI Plainsboro, LLC, a Delaware limited liability company

TSI Princeton North LLC, a Delaware limited liability company

TSI Ramsey, LLC, a Delaware limited liability company

TSI Ridgewood, LLC, a Delaware limited liability company

TSI Somerset, LLC, a Delaware limited liability company

TSI Springfield, LLC, a Delaware limited liability company

TSI West Caldwell, LLC, a Delaware limited liability company

TSI Westwood, LLC, a Delaware limited liability company

TSI Princeton, LLC, a Delaware limited liability company

TSI Holdings (CIP), LLC, a Delaware limited liability company

TSI Holdings (PA), LLC, a Delaware limited liability company

TSI Ardmore, LLC, a Delaware limited liability company

TSI Highpoint, LLC, a Delaware limited liability company

TSI Market Street, LLC, a Delaware limited liability company

TSI Radnor, LLC, a Delaware limited liability company

TSI Rodin Place, LLC, a Delaware limited liability company

TSI Society Hill, LLC, a Delaware limited liability company

TSI Holdings (VA), LLC, a Delaware limited liability company

TSI Alexandria, LLC, a Delaware limited liability company

TSI Clarendon, LLC, a Delaware limited liability company

TSI Fairfax, LLC, a Delaware limited liability company

TSI Sterling, LLC, a Delaware limited liability company

TSI West Springfield, LLC, a Delaware limited liability company