EX-10.2:



 





EXHIBIT 10.2




SUBSIDIARIES GUARANTY




     SUBSIDIARIES GUARANTY, dated as of February 27, 2007 (as amended, modified or supplemented
from time to time, this “Guaranty”), made by each of the undersigned guarantors (each a
“Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant
to Section 26 hereof, the “Guarantors”). Except as otherwise defined herein,
capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used
herein as therein defined.



W I T N E S S E T H:




     WHEREAS, Town Sports International Holdings, Inc., Town Sports International, LLC (the
“Borrower”), the lenders from time to time party thereto (the “Lenders”) and Deutsche Bank
Trust Company Americas, as administrative agent (together with any successor administrative agent,
the “Administrative Agent”), have entered into a Credit Agreement, dated as of February 27,
2007 (as amended, modified, restated and/or supplemented from time to time, the “Credit
Agreement”), providing for the making of Loans to, and the issuance of, and participation in,
Letters of Credit for the account of, the Borrower as contemplated therein (the Lenders, the
Collateral Agent, the Issuing Lenders and the Administrative Agent are herein called the
“Lender Creditors”);



     WHEREAS, the Borrower and/or one or more of its Subsidiaries may at any time and from time to
time enter into one or more Interest Rate Protection Agreements or Other Hedging Agreements with
one or more Lenders or any affiliate thereof (each such Lender or affiliate, even if the respective
Lender subsequently ceases to be a Lender under the Credit Agreement for any reason, together with
such Lender’s or affiliate’s successors and assigns, if any, collectively, the “Other
Creditors” and, together with the Lender Creditors, the “Secured Creditors”);



     WHEREAS, each Guarantor is a direct or indirect Subsidiary of the Borrower;



     WHEREAS, it is a condition precedent to the making of Loans to the Borrower, and the issuance
of, and participation in, Letters of Credit for the account of the Borrower under the Credit
Agreement and to the Other Creditors entering into Interest Rate Protection Agreements and Other
Hedging Agreements that each Guarantor shall have executed and delivered to the Administrative
Agent this Guaranty; and



     WHEREAS, each Guarantor will obtain benefits from the incurrence of Loans to the Borrower, and
the issuance of, and participation in, Letters of Credit for the account of the Borrower under the
Credit Agreement and the entering into by the Borrower and/or one or more of its Subsidiaries of
Interest Rate Protection Agreements or Other Hedging Agreements and, accordingly, desires to
execute this Guaranty in order to satisfy the condition described in the preceding paragraph;



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     NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each
Guarantor, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby
makes the following representations and warranties to the Secured Creditors and hereby covenants
and agrees with each Secured Creditor as follows:



     1. Each Guarantor, jointly and severally, irrevocably, absolutely and unconditionally
guarantees as a primary obligor and not merely as a surety: (i) to the Lender Creditors the full
and prompt payment when due (whether at the stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise) of (x) the principal of, premium, if any, and interest on the
Notes issued by, and the Loans made to, the Borrower under the Credit Agreement, and all
reimbursement obligations and Unpaid Drawings with respect to Letters of Credit and (y) all other
obligations (including, without limitation, obligations which, but for the automatic stay under
Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness owing by the
Borrower to the Lender Creditors under the Credit Agreement and each other Credit Document to which
the Borrower is a party (including, without limitation, indemnities, Fees and interest thereon
(including, without limitation, any interest accruing after the commencement of any bankruptcy,
insolvency, receivership or similar proceeding at the rate provided for in the Credit Agreement,
whether or not such interest is an allowed claim in any such proceeding), whether now existing or
hereafter incurred under, arising out of or in connection with the Credit Agreement and any such
other Credit Document and the due performance and compliance by the Borrower with all of the terms,
conditions, covenants and agreements contained in all such Credit Documents (all such principal,
premium, interest, liabilities, indebtedness and obligations under this clause (i), except to the
extent consisting of obligations or liabilities with respect to Interest Rate Protection Agreements
and Other Hedging Agreements, being herein collectively called the “Credit Document
Obligations”); and (ii) to each Other Creditor the full and prompt payment when due (whether at
the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all
obligations (including, without limitation, obligations which, but for the automatic stay under
Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including,
without limitation, any interest accruing after the commencement of any bankruptcy, insolvency,
receivership or similar proceeding at the rate provided for in the respective Interest Rate
Protection Agreements or Other Hedging Agreements, whether or not such interest is an allowed claim
in any such proceeding) owing by the Borrower and/or one or more of its Subsidiaries under any
Interest Rate Protection Agreement or Other Hedging Agreement, whether now in existence or
hereafter arising, and the due performance and compliance by the Borrower and such Subsidiaries
with all of the terms, conditions, covenants and agreements contained in each Interest Rate
Protection Agreement and Other Hedging Agreement to which it is a party (all such obligations,
liabilities and indebtedness being herein collectively called the “Other Obligations” and,
together with the Credit Document Obligations, the “Guaranteed Obligations”). As used
herein, the term “Guaranteed Party” shall mean the Borrower and each Subsidiary thereof
party to any Interest Rate Protection Agreement or Other Hedging Agreement with an Other Creditor.
Each Guarantor understands, agrees and confirms that the Secured Creditors may enforce this
Guaranty up to the full amount of the Guaranteed Obligations against such Guarantor without
proceeding against any other Guarantor, the Borrower, any other Guaranteed Party, against any
security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of
the Guaranteed Obligations.



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     2. Additionally, each Guarantor, jointly and severally, unconditionally, absolutely and
irrevocably, guarantees the payment of any and all Guaranteed Obligations whether or not due or
payable by the Borrower or any other Guaranteed Party upon the occurrence in respect of the
Borrower or any such other Guaranteed Party of any of the events specified in Section 10.05 of the
Credit Agreement, and unconditionally, absolutely and irrevocably, jointly and severally, promises
to pay such Guaranteed Obligations to the Secured Creditors, or order, on demand. This Guaranty
shall constitute a guaranty of payment and performance, and not of collection.



     3. The liability of each Guarantor hereunder is primary, absolute, joint and several, and
unconditional and is exclusive and independent of any security for or other guaranty of the
indebtedness of the Borrower or any other Guaranteed Party whether executed by such Guarantor, any
other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor
hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever,
including, without limitation: (a) any direction as to application of payment by the Borrower or
any other Guaranteed Party or by any other party, (b) any other continuing or other guaranty,
undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed
Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking, (d) any
dissolution, termination or increase, decrease or change in personnel by the Borrower or any other
Guaranteed Party, (e) the failure of a Guarantor to receive any benefit from or as a result of its
execution, delivery and performance of this Guaranty, (f) any payment made to any Secured Creditor
on the indebtedness which any Secured Creditor repays the Borrower or any other Guaranteed Party
pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor
relief proceeding, and each Guarantor waives any right to the deferral or modification of its
obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Secured
Creditors as contemplated in Section 6 hereof or (h) any invalidity, recission,
irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any
security therefor.



     4. The obligations of each Guarantor hereunder are independent of the obligations of any other
Guarantor, any other guarantor, the Borrower or any other Guaranteed Party, and a separate action
or actions may be brought and prosecuted against each Guarantor whether or not action is brought
against any other Guarantor, any other guarantor, the Borrower or any other Guaranteed Party and
whether or not any other Guarantor, any other guarantor, the Borrower or any other Guaranteed Party
be joined in any such action or actions. Each Guarantor waives, to the fullest extent permitted by
applicable law, the benefits of any statute of limitations affecting its liability hereunder or the
enforcement thereof. Any payment by the Borrower or any other Guaranteed Party or other
circumstance which operates to toll any statute of limitations as to the Borrower or any other
Guaranteed Party shall operate to toll the statute of limitations as to each Guarantor.



     5. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) notice of
acceptance of this Guaranty and notice of the existence, creation or incurrence of any new or
additional liability to which it may apply, and waives promptness, diligence, presentment, demand
of payment, demand for performance, protest, notice of dishonor or nonpayment of any such
liabilities, suit or taking of other action by the Administrative Agent or any other Secured
Creditor against, and any other notice to, any party liable thereon (including



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such Guarantor, any other Guarantor, any other guarantor, the Borrower or any other Guaranteed
Party) and each Guarantor further hereby waives any and all notice of the creation, renewal,
extension or accrual of any of the Guaranteed Obligations and notice or proof of reliance by any
Secured Creditor upon this Guaranty, and the Guaranteed Obligations shall conclusively be deemed to
have been created, contracted or incurred, or renewed, extended, amended, modified, supplemented or
waived, in reliance upon this Guaranty.



     6. Any Secured Creditor may (except as shall be required by applicable statute and cannot be
waived) at any time and from time to time without the consent of, or notice to, any Guarantor,
without incurring responsibility to such Guarantor, without impairing or releasing the obligations
or liabilities of such Guarantor hereunder, upon or without any terms or conditions and in whole or
in part:



     (a) change the manner, place or terms of payment of, and/or change, increase or extend the
time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations
(including, without limitation, any increase or decrease in the rate of interest thereon or the
principal amount thereof), any security therefor, or any liability incurred directly or indirectly
in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations as so
changed, extended, increased, accelerated, renewed or altered;



     (b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange,
release, surrender, impair, realize upon or otherwise deal with in any manner and in any order any
property or other collateral by whomsoever at any time pledged or mortgaged to secure, or howsoever
securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and/or any offset there against;



     (c) exercise or refrain from exercising any rights against the Borrower, any other Guaranteed
Party, any other Credit Party, any Subsidiary thereof, any other guarantor of the Guaranteed
Obligations or others or otherwise act or refrain from acting;



     (d) release or substitute any one or more endorsers, Guarantors, other guarantors, the
Borrower, any other Guaranteed Party, or other obligors;



     (e) settle or compromise any of the Guaranteed Obligations, any security therefor or any
liability (including any of those hereunder) incurred directly or indirectly in respect thereof or
hereof, and may subordinate the payment of all or any part thereof to the payment of any liability
(whether due or not) of the Borrower or any other Guaranteed Party to creditors of the Borrower or
such other Guaranteed Party other than the Secured Creditors;



     (f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of
the Borrower or any other Guaranteed Party to the Secured Creditors regardless of what liabilities
of the Borrower or such other Guaranteed Party remain unpaid;



     (g) consent to or waive any breach of, or any act, omission or default under, any of the
Interest Rate Protection Agreements or Other Hedging Agreements, the Credit Documents or any of the
instruments or agreements referred to therein, or otherwise amend,



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modify or supplement any of the Interest Rate Protection Agreements or Other Hedging
Agreements, the Credit Documents or any of such other instruments or agreements;



     (h) act or fail to act in any manner referred to in this Guaranty which may deprive such
Guarantor of its right to subrogation against the Borrower or any other Guaranteed Party to recover
full indemnity for any payments made pursuant to this Guaranty; and/or



     (i) take any other action or omit to take any other action which would, under otherwise
applicable principles of common law, give rise to a legal or equitable discharge of such Guarantor
from its liabilities under this Guaranty.



     No invalidity, illegality, irregularity or unenforceability of all or any part of the
Guaranteed Obligations, the Credit Documents, the Interest Rate Protection Agreements and Other
Hedging Agreements or any other agreement or instrument relating to the Guaranteed Obligations or
of any security or guarantee therefor shall affect, impair or be a defense to this Guaranty, and
this Guaranty shall be primary, absolute and unconditional notwithstanding the occurrence of any
event or the existence of any other circumstances which might constitute a legal or equitable
discharge of a surety or guarantor except payment in full in cash of the Guaranteed Obligations.



     7. This Guaranty is a continuing one and all liabilities to which it applies or may apply
under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No
failure or delay on the part of any Secured Creditor in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein expressly specified are cumulative
and not exclusive of any rights or remedies which any Secured Creditor would otherwise have. No
notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other further
notice or demand in similar or other circumstances or constitute a waiver of the rights of any
Secured Creditor to any other or further action in any circumstances without notice or demand. It
is not necessary for any Secured Creditor to inquire into the capacity or powers of the Borrower or
any other Guaranteed Party or the officers, directors, partners or agents acting or purporting to
act on its or their behalf, and any indebtedness made or created in reliance upon the professed
exercise of such powers shall be guaranteed hereunder.



     8. Any indebtedness of the Borrower or any other Guaranteed Party now or hereafter held by any
Guarantor is hereby subordinated to the indebtedness of the Borrower or such other Guaranteed Party
to the Secured Creditors, and such indebtedness of the Borrower or such other Guaranteed Party to
any Guarantor, if the Administrative Agent or the Collateral Agent, after the occurrence and during
the continuance of an Event of Default, so requests, shall be collected, enforced and received by
such Guarantor as trustee for the Secured Creditors and be paid over to the Secured Creditors on
account of the indebtedness of the Borrower or the other Guaranteed Parties to the Secured
Creditors, but without affecting or impairing in any manner the liability of such Guarantor under
the other provisions of this Guaranty. Prior to the transfer by any Guarantor of any note or
negotiable instrument evidencing any indebtedness of the Borrower or any other Guaranteed Party to
such Guarantor, such Guarantor shall mark such note or negotiable instrument with a legend that the
same is subject to this subordination. Without



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limiting the generality of the foregoing, each Guarantor hereby agrees with the Secured
Creditors that it will not exercise any right of subrogation which it may at any time otherwise
have as a result of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or
otherwise) until all Guaranteed Obligations have been irrevocably paid in full in cash (other than
contingent indemnification obligations that are not then due and payable); provided, that
if any amount shall be paid to such Guarantor on account of such subrogation rights at any time
prior to the irrevocable payment in full in cash of all the Guaranteed Obligations, such amount
shall be held in trust for the benefit of the Secured Creditors and shall forthwith be paid to the
Secured Creditors to be credited and applied upon the Guaranteed Obligations, whether matured or
unmatured, in accordance with the terms of the Credit Documents or, if the Credit Documents do not
provide for the application of such amount, to be held by the Secured Creditors as collateral
security for any Guaranteed Obligations thereafter existing.



     9. a) Each Guarantor waives any right (except as shall be required by applicable law and
cannot be waived) to require the Secured Creditors to: (i) proceed against the Borrower, any other
Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any
other party; (ii) proceed against or exhaust any security held from the Borrower, any other
Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any
other party; or (iii) pursue any other remedy in the Secured Creditors’ power whatsoever. Each
Guarantor waives any defense based on or arising out of any defense of the Borrower, any other
Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any
other party other than payment in full in cash of the Guaranteed Obligations in accordance with the
terms thereof, including, without limitation, any defense based on or arising out of the disability
of the Borrower, any other Guaranteed Party, any other Guarantor, any other guarantor of the
Guaranteed Obligations or any other party, or the unenforceability of the Guaranteed Obligations or
any part thereof from any cause, or the cessation from any cause of the liability of the Borrower
or any other Guaranteed Party other than payment in full of the Guaranteed Obligations in cash.
The Secured Creditors may, at their election, foreclose on any security held by the Administrative
Agent, the Collateral Agent or the other Secured Creditors by one or more judicial or nonjudicial
sales, whether or not every aspect of any such sale is commercially reasonable, or exercise any
other right or remedy the Secured Creditors may have against the Borrower, any other Guaranteed
Party or any other party, or any security, without affecting or impairing in any way the liability
of any Guarantor hereunder except to the extent the Guaranteed Obligations have been paid in full
in cash in accordance with the terms thereof. Each Guarantor waives any defense arising out of any
such election by the Secured Creditors, even though such election operates to impair or extinguish
any right of reimbursement or subrogation or other right or remedy of such Guarantor against the
Borrower, any other Guaranteed Party or any other party or any security.



     (b) Each Guarantor waives all presentments, demands for performance, protests and notices,
including, without limitation, notices of nonperformance, notices of protest, notices of dishonor,
notices of acceptance of this Guaranty, and notices of the existence, creation or incurring of new
or additional indebtedness. Each Guarantor assumes all responsibility for being and keeping itself
informed of the Borrower’s and each other Guaranteed Party’s financial condition and assets, and of
all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the
nature, scope and extent of the risks which such Guarantor



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assumes and incurs hereunder, and agrees that the Secured Creditors shall have no duty to
advise any Guarantor of information known to them regarding such circumstances or risks.



     10. Notwithstanding anything to the contrary contained elsewhere in this Guaranty, the Secured
Creditors agree that this Guaranty may be enforced only by the action of the Administrative Agent
or the Collateral Agent, in each case acting upon the instructions of the Required Lenders (or,
after the date on which all Credit Document Obligations have been paid in full, the holders of at
least a majority of the outstanding Other Obligations) and that no other Secured Creditors shall
have any right individually to seek to enforce or to enforce this Guaranty or to realize upon the
security to be granted by the Security Documents, it being understood and agreed that such rights
and remedies may be exercised by the Administrative Agent or the Collateral Agent or, after all the
Credit Document Obligations have been paid in full (other than contingent indemnification
obligations that are not then due and payable), by the holders of at least a majority of the
outstanding Other Obligations, as the case may be, for the benefit of the Secured Creditors upon
the terms of this Guaranty and the Security Documents. The Secured Creditors further agree that
this Guaranty may not be enforced against any director, officer, employee, partner, member or
stockholder of any Guarantor (except to the extent such partner, member or stockholder is also a
Guarantor hereunder). It is understood and agreed that the agreement in this Section 10 is
among and solely for the benefit of the Secured Creditors and that, if the Required Lenders (or,
after the date on which all Credit Document Obligations have been paid in full, the holders of at
least a majority of the outstanding Other Obligations) so agree (without requiring the consent of
any Guarantor), this Guaranty may be directly enforced by any Secured Creditor.



     11. In order to induce the Lenders to make Loans to, and issue Letters of Credit for the
account of, the Borrower pursuant to the Credit Agreement, and in order to induce the Other
Creditors to execute, deliver and perform the Interest Rate Protection Agreements and Other Hedging
Agreements, each Guarantor represents, warrants and covenants that:



     (a) Such Guarantor (i) is a duly organized and validly existing corporation, partnership or
limited liability company, as the case may be, in good standing under the laws of the jurisdiction
of its organization, (ii) has the corporate, partnership or limited liability company power and
authority, as the case may be, to own its property and assets and to transact the business in which
it is engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do
business and is in good standing in each jurisdiction where the nature of its business requires
such qualification except for failures to be so qualified which, either individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.



     (b) Such Guarantor has the corporate, partnership or limited liability company power and
authority, as the case may be, to execute, deliver and perform the terms and provisions of this
Guaranty and each other Credit Document to which it is a party and has taken all necessary
corporate, partnership or limited liability company action, as the case may be, to authorize the
execution, delivery and performance by it of this Guaranty and each such other Credit Document.
Such Guarantor has duly executed and delivered this Guaranty and each other Credit Document to
which it is a party, and this Guaranty and each such other Credit Document constitutes the legal,
valid and binding obligation of such Guarantor enforceable in accordance with its terms, except to
the extent that the enforceability hereof or thereof may be limited by



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applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally
affecting creditors’ rights and by equitable principles (regardless of whether enforcement is
sought in equity or at law).



     (c) Neither the execution, delivery or performance by such Guarantor of this Guaranty or any
other Credit Document to which it is a party, nor compliance by it with the terms and provisions
hereof and thereof, will (i) contravene any provision of any applicable law, statute, rule or
regulation or any applicable order, writ, injunction or decree of any court or governmental
instrumentality, (ii) conflict with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the creation or imposition
of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents)
upon any of the property or assets of such Guarantor or any of its Subsidiaries pursuant to the
terms of any indenture, mortgage, deed of trust, loan agreement, credit agreement, or any other
material agreement, contract or instrument to which such Guarantor or any of its Subsidiaries is a
party or by which it or any of its property or assets is bound or to which it may be subject or
(iii) violate any provision of the certificate or articles of incorporation or by-laws (or
equivalent organizational documents) of such Guarantor or any of its Subsidiaries.



     (d) No order, consent, approval, license, authorization or validation of, or filing, recording
or registration with (except as have been obtained or made prior to the date when required and
which remain in full force and effect), or exemption by, any governmental or public body or
authority, or any subdivision thereof, is required to authorize, or is required for, (i) the
execution, delivery and performance of this Guaranty by such Guarantor or any other Credit Document
to which such Guarantor is a party or (ii) the legality, validity, binding effect or enforceability
of this Guaranty or any other Credit Document to which such Guarantor is a party.



     (e) There are no actions, suits or proceedings pending or, to such Guarantor’s knowledge,
threatened (i) with respect to this Guaranty or any other Credit Document to which such Guarantor
is a party or (ii) with respect to such Guarantor or any of its Subsidiaries that, either
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.



     12. Each Guarantor covenants and agrees that on and after the Effective Date and until the
termination of the Total Commitment and all Interest Rate Protection Agreements and Other Hedging
Agreements and until such time as no Note or Letter of Credit remains outstanding and all
Guaranteed Obligations have been paid in full (other than contingent indemnification obligations
that are not then due and payable), such Guarantor will comply, and will cause each of its
Subsidiaries to comply, with all of the applicable provisions, covenants and agreements contained
in Sections 8 and 9 of the Credit Agreement, and will take, or will refrain from taking, as the
case may be, all actions that are necessary to be taken or not taken so that it is not in violation
of any provision, covenant or agreement contained in Section 8 or 9 of the Credit Agreement, and so
that no Default or Event of Default is caused by the actions of such Guarantor or any of its
Subsidiaries.



     13. The Guarantors hereby jointly and severally agree to pay all reasonable out-of-pocket
costs and expenses of each Secured Creditor in connection with the enforcement of this Guaranty and
of the Administrative Agent in connection with any amendment, waiver or



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consent relating hereto (including, in each case, without limitation, the reasonable fees and
disbursements of counsel employed by each Secured Creditor).



     14. This Guaranty shall be binding upon each Guarantor and its successors and assigns and
shall inure to the benefit of the Secured Creditors and their successors and assigns.



     15. Neither this Guaranty nor any provision hereof may be changed, waived, discharged or
terminated except with the written consent of each Guarantor directly affected thereby and with the
written consent of either (x) the Required Lenders (or, to the extent required by Section 13.12 of
the Credit Agreement, with the written consent of each Lender) at all times prior to the time on
which all Credit Document Obligations have been paid in full (other than contingent indemnification
obligations that are not then due and payable) or (y) the holders of at least a majority of the
outstanding Other Obligations at all times after the time on which all Credit Document Obligations
have been paid in full (other than contingent indemnification obligations that are not then due and
payable); provided, that any change, waiver, modification or variance affecting the rights
and benefits of a single Class (as defined below) of Secured Creditors (and not all Secured
Creditors in a like or similar manner) shall also require the written consent of the Requisite
Creditors (as defined below) of such Class of Secured Creditors (it being understood that the
addition or release of any Guarantor hereunder in accordance with the terms hereof or the Credit
Agreement shall not constitute a change, waiver, discharge or termination affecting any Guarantor
other than the Guarantor so added or released and shall not require the consent of any Secured
Creditor other than the Administrative Agent). For the purpose of this Guaranty, the term
“Class” shall mean each class of Secured Creditors, i.e., whether (x) the Lender
Creditors as holders of the Credit Document Obligations or (y) the Other Creditors as the holders
of the Other Obligations. For the purpose of this Guaranty, the term “Requisite Creditors”
of any Class shall mean (x) with respect to the Credit Document Obligations, the Required Lenders
(or, to the extent required by Section 13.12 of the Credit Agreement, each Lender) and (y) with
respect to the Other Obligations, the holders of at least a majority of all obligations outstanding
from time to time under the Interest Rate Protection Agreements and Other Hedging Agreements.



     16. Each Guarantor acknowledges that an executed (or conformed) copy of each of the Credit
Documents and Interest Rate Protection Agreements or Other Hedging Agreements has been made
available to a senior officer of such Guarantor and such officer is familiar with the contents
thereof.



     17. In addition to any rights now or hereafter granted under applicable law (including,
without limitation, Section 151 of the New York Debtor and Secured Creditor Law) and not by way of
limitation of any such rights, upon the occurrence and during the continuance of an Event of
Default (such term to mean and include any “Event of Default” (or similar term) as defined in the
Credit Agreement or in any Interest Rate Protection Agreement or Other Hedging Agreement entered
into with any Other Creditor and shall in any event include, without limitation, any payment
default under any of the Obligations continuing after any applicable grace period), each Secured
Creditor is hereby authorized, at any time or from time to time, without notice to any Guarantor or
to any other Person, any such notice being expressly waived, to set off and to appropriate and
apply any and all deposits (general or special) and any other



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indebtedness at any time held or owing by such Secured Creditor (including, without
limitation, by branches and agencies of such Secured Creditor wherever located) to or for the
credit or the account of such Guarantor, against and on account of the obligations and liabilities
of such Guarantor to such Secured Creditor under this Guaranty, irrespective of whether or not such
Secured Creditor shall have made any demand hereunder and although said obligations, liabilities,
deposits or claims, or any of them, shall be contingent or unmatured.



     18. Except as otherwise provided herein, all notices, requests, demands or other
communications to or upon the respective parties hereto shall be sent or delivered by mail,
telegraph, telex, telecopy, cable or courier service and all such notices and communications shall,
when mailed, telegraphed, telexed, telecopied, or cabled or sent by overnight courier, be effective
when deposited in the mails, delivered to the telegraph company, cable company or overnight
courier, as the case may be, or sent by telex or telecopier, except that notices and communications
to the Administrative Agent or any Guarantor shall not be effective until received by the
Administrative Agent or such Guarantor, as the case may be. All notices and other communications
shall be in writing and addressed to such party at (i) in the case of any Lender Creditor, as
provided in the Credit Agreement, (ii) in the case of any Guarantor, at its address set forth
opposite its signature page below, and (iii) in the case of any Other Creditor, at such address as
such Other Creditor shall have specified in writing to the Borrower; or in any case at such other
address as any of the Persons listed above may hereafter notify the others in writing.



     19. If any claim is ever made upon any Secured Creditor for repayment or recovery of any
amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of
the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or
order of any court or administrative body having jurisdiction over such payee or any of its
property or (ii) any settlement or compromise of any such claim effected by such payee with any
such claimant (including, without limitation, the Borrower or any other Guaranteed Party) then and
in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise
shall be binding upon such Guarantor, notwithstanding any revocation hereof or the cancellation of
any Note, any Interest Rate Protection Agreement, any Other Hedging Agreement or any other
instrument evidencing any liability of the Borrower or any other Guaranteed Party, and such
Guarantor shall be and remain liable to the aforesaid payees hereunder for the amount so repaid or
recovered to the same extent as if such amount had never originally been received by any such
payee.



     20. (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE SECURED CREDITORS AND OF THE
UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
NEW YORK. Any legal action or proceeding with respect to this Guaranty or any other Credit
Document to which any Guarantor is a party may be brought in the courts of the State of New York or
of the United States of America for the Southern District of New York in each case which are
located in the County of New York, and, by execution and delivery of this Guaranty, each Guarantor
hereby irrevocably accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. Each Guarantor hereby further
irrevocably waives any claim that any such court lacks personal jurisdiction over such Guarantor,
and agrees not to plead or claim in any legal action or proceeding with respect to this Guaranty



10









 







or any other Credit Document to which such Guarantor is a party brought in any of the
aforesaid courts that any such court lacks personal jurisdiction over such Guarantor. Each
Guarantor further irrevocably consents to the service of process out of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by registered or certified
mail, postage prepaid, to such Guarantor at its address set forth opposite its signature below,
such service to become effective 30 days after such mailing. Each Guarantor hereby irrevocably
waives any objection to such service of process and further irrevocably waives and agrees not to
plead or claim in any action or proceeding commenced hereunder or under any other Credit Document
to which such Guarantor is a party that such service of process was in any way invalid or
ineffective. Nothing herein shall affect the right of any of the Secured Creditors to serve process
in any other manner permitted by law or to commence legal proceedings or otherwise proceed against
each Guarantor in any other jurisdiction.



     (b) Each Guarantor hereby irrevocably waives (to the fullest extent permitted by applicable
law) any objection which it may now or hereafter have to the laying of venue of any of the
aforesaid actions or proceedings arising out of or in connection with this Guaranty or any other
Credit Document to which such Guarantor is a party brought in the courts referred to in clause (a)
above and hereby further irrevocably waives and agrees not to plead or claim in any such court that
such action or proceeding brought in any such court has been brought in an inconvenient forum.



     (c) EACH GUARANTOR AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS
GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE OTHER CREDIT DOCUMENTS TO WHICH SUCH
GUARANTOR IS A PARTY OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.



     21. In the event that all of the capital stock of one or more Guarantors is sold or otherwise
disposed of or liquidated in compliance with the requirements of Section 9.02 of the Credit
Agreement (or such sale, other disposition or liquidation has been approved in writing by the
Required Lenders (or all the Lenders if required by Section 13.12 of the Credit Agreement)) and the
proceeds of such sale, disposition or liquidation are applied in accordance with the provisions of
the Credit Agreement, to the extent applicable, such Guarantor shall upon consummation of such sale
or other disposition (except to the extent that such sale or disposition is to Holdings or another
Subsidiary thereof) be released from this Guaranty automatically and without further action and
this Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no further force
or effect (it being understood and agreed that the sale of one or more Persons that own, directly
or indirectly, all of the capital stock or other equity interests of any Guarantor shall be deemed
to be a sale of such Guarantor for the purposes of this Section 21).



     22. At any time a payment in respect of the Guaranteed Obligations is made under this
Guaranty, the right of contribution of each Guarantor against each other Guarantor shall be
determined as provided in the immediately following sentence, with the right of contribution of
each Guarantor to be revised and restated as of each date on which a payment (a “Relevant
Payment”) is made on the Guaranteed Obligations under this Guaranty. At any time



11









 







that a Relevant Payment is made by a Guarantor that results in the aggregate payments made by
such Guarantor in respect of the Guaranteed Obligations to and including the date of the Relevant
Payment exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate
payments made by all Guarantors in respect of the Guaranteed Obligations to and including the date
of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Guarantor
shall have a right of contribution against each other Guarantor who has made payments in respect of
the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount
less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and
including the date of the Relevant Payment by all Guarantors in respect of the Guaranteed
Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an
amount equal to (x) a fraction the numerator of which is the Aggregate Excess Amount of such
Guarantor and the denominator of which is the Aggregate Excess Amount of all Guarantors multiplied
by (y) the Aggregate Deficit Amount of such other Guarantor. A Guarantor’s right of contribution
pursuant to the preceding sentences shall arise at the time of each computation, subject to
adjustment to the time of each computation; provided that no Guarantor may take any action
to enforce such right until the Guaranteed Obligations have been irrevocably paid in full in cash
and the Total Commitment and all Letters of Credit have been terminated, it being expressly
recognized and agreed by all parties hereto that any Guarantor’s right of contribution arising
pursuant to this Section 22 against any other Guarantor shall be expressly junior and
subordinate to such other Guarantor’s obligations and liabilities in respect of the Guaranteed
Obligations and any other obligations owing under this Guaranty. As used in this Section
22: (i) each Guarantor’s “Contribution Percentage” shall mean the percentage obtained
by dividing (x) the Adjusted Net Worth (as defined below) of such Guarantor by (y) the aggregate
Adjusted Net Worth of all Guarantors; (ii) the “Adjusted Net Worth” of each Guarantor shall
mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii)
the “Net Worth” of each Guarantor shall mean the amount by which the fair saleable value of
such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other
liabilities (including contingent liabilities, but without giving effect to any Guaranteed
Obligations arising under this Guaranty or any guaranteed obligations arising under any guaranty of
the Senior Notes) on such date. Notwithstanding anything to the contrary contained above, any
Guarantor that is released from this Guaranty pursuant to Section 21 hereof shall
thereafter have no contribution obligations, or rights, pursuant to this Section 22, and at
the time of any such release, if the released Guarantor had an Aggregate Excess Amount or an
Aggregate Deficit Amount, same shall be deemed reduced to $0, and the contribution rights and
obligations of the remaining Guarantors shall be recalculated on the respective date of release (as
otherwise provided above) based on the payments made hereunder by the remaining Guarantors. All
parties hereto recognize and agree that, except for any right of contribution arising pursuant to
this Section 22, each Guarantor who makes any payment in respect of the Guaranteed
Obligations shall have no right of contribution or subrogation against any other Guarantor in
respect of such payment until all of the Guaranteed Obligations have been irrevocably paid in full
in cash (other than contingent indemnification obligations that are not then due and payable).
Each of the Guarantors recognizes and acknowledges that the rights to contribution arising
hereunder shall constitute an asset in favor of the party entitled to such contribution. In this
connection, each Guarantor has the right to waive its contribution right against any Guarantor to
the extent that after giving effect to such waiver such Guarantor would remain solvent, in the
reasonable determination of the Required Lenders.



12









 





     23. Each Guarantor and each Secured Creditor (by its acceptance of the benefits of this
Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent
transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act
of any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and
each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably
agrees that the Guaranteed Obligations guaranteed by such Guarantor shall be limited to such amount
as will, after giving effect to such maximum amount and all other (contingent or otherwise)
liabilities of such Guarantor that are relevant under such laws and after giving effect to any
rights to contribution pursuant to any agreement providing for an equitable contribution among such
Guarantor and the other Guarantors, result in the Guaranteed Obligations of such Guarantor in
respect of such maximum amount not constituting a fraudulent transfer or conveyance.



     24. This Guaranty may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.



     25. All payments made by any Guarantor hereunder will be made without setoff, counterclaim or
other defense and on the same basis as payments are made by the Borrower under Sections 4.03 and
4.04 of the Credit Agreement.



     26. It is understood and agreed that any Subsidiary of the Borrower that is required to
execute a counterpart of this Guaranty after the date hereof pursuant to the Credit Agreement shall
become a Guarantor hereunder by (x) executing and delivering a counterpart hereof (or a Joinder
Agreement) to the Administrative Agent and (y) taking all actions as specified in this Guaranty as
would have been taken by such Guarantor had it been an original party to this Guaranty, in each
case with all documents and actions required to be taken above to be taken to the reasonable
satisfaction of the Administrative Agent.



*  *  *




13









 








     IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed and delivered as of
the date first above written.



	 	 	 
	Address:

c/o Town Sports International, LLC

888 Seventh Avenue, 25th Floor

New York, NY 10106 

Attention: Richard Pyle 

Tel. No.: (212) 246-6700

Fax No.: (212) 664-8906


	 	TSI 217 BROADWAY, LLC

TSI ALEXANDRIA, LLC

TSI ALLSTON, LLC

TSI ANDOVER, LLC

TSI ARDMORE, LLC

TSI ARTHRO-FITNESS SERVICES, LLC

TSI ASTORIA, LLC

	 

	 	TSI BATTERY PARK, LLC
	 

	 	TSI BETHESDA, LLC
	 

	 	TSI BAY RIDGE 86TH STREET, LLC
	 

	 	TSI BAYRIDGE, LLC
	 

	 	TSI BOYLSTON, LLC
	 

	 	TSI BROADWAY, LLC
	 

	 	TSI BROOKLYN BELT, LLC
	 

	 	TSI BRUNSWICK, LLC
	 

	 	TSI BULFINCH, LLC
	 

	 	TSI BUTLER, LLC
	 

	 	TSI CARMEL, LLC
	 

	 	TSI CASH MANAGEMENT, LLC
	 

	 	TSI CENTRAL SQUARE, LLC
	 

	 	TSI CHERRY HILL, LLC
	 

	 	TSI CHEVY CHASE, LLC
	 

	 	TSI CLARENDON, LLC
	 

	 	TSI CLIFTON, LLC
	 

	 	TSI COBBLE HILL, LLC
	 

	 	TSI COLONIA, LLC
	 

	 	TSI COLUMBIA HEIGHTS, LLC
	 

	 	TSI COMMACK, LLC
	 

	 	TSI CONNECTICUT AVENUE, LLC
	 

	 	TSI COURT STREET, LLC
	 

	 	TSI CROTON, LLC
	 

	 	TSI DANBURY, LLC
	 

	 	TSI DOBBS FERRY, LLC
	 

	 	TSI DAVIS SQUARE, LLC
	 

	 	TSI DOWNTOWN CROSSING, LLC
	 

	 	TSI DUPONT CIRCLE, INC.
	 

	 	TSI DUPONT II, INC.,
	 

	 	       each as a Guarantor






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Pyle
 

Name: Richard Pyle
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 






14









 






	 	 	 
	Address:

	 	TSI EAST MEADOW, LLC
	c/o Town Sports International, LLC

	 	TSI EAST 23, LLC
	888 Seventh Avenue, 25th Floor

	 	TSI EAST 31, LLC
	New York, NY 10106

	 	TSI EAST 34, LLC
	Attention: Richard Pyle

	 	TSI EAST 36, LLC
	Tel. No.: (212) 246-6700

	 	TSI EAST 41, LLC
	Fax No.: (212) 664-8906

	 	TSI EAST 48, LLC
	 

	 	TSI EAST 51, LLC
	 

	 	TSI EAST 59, LLC
	 

	 	TSI EAST 76, LLC
	 

	 	TSI EAST 86, LLC
	 

	 	TSI EAST 91, LLC
	 

	 	TSI ENGLEWOOD, LLC
	 

	 	TSI F STREET, LLC
	 

	 	TSI FAIRFAX, LLC
	 

	 	TSI FENWAY, LLC
	 

	 	TSI FIFTH AVENUE, INC.
	 

	 	TSI FIRST AVENUE, LLC
	 

	 	TSI FOREST HILLS, LLC
	 

	 	TSI FORT LEE, LLC
	 

	 	TSI FRAMINGHAM, LLC
	 

	 	TSI FRANKLIN (MA), LLC
	 

	 	TSI FRANKLIN PARK, LLC
	 

	 	TSI FREEHOLD, LLC
	 

	 	TSI GALLERY PLACE, LLC
	 

	 	TSI GARDEN CITY, LLC
	 

	 	TSI GEORGETOWN, LLC
	 

	 	TSI GERMANTOWN, LLC
	 

	 	TSI GLENDALE, LLC
	 

	 	TSI GLOVER, LLC
	 

	 	TSI GRAND CENTRAL, LLC
	 

	 	TSI GREAT NECK, LLC
	 

	 	TSI GREENWICH, LLC
	 

	 	TSI HARTSDALE, LLC
	 

	 	TSI HAWTHORNE, LLC
	 

	 	TSI HERALD, LLC
	 

	 	TSI HICKSVILLE, LLC
	 

	 	TSI HIGHPOINT, LLC
	 

	 	TSI HOBOKEN, LLC
	 

	 	TSI HOBOKEN NORTH, LLC,
	 

	 	       each as a Guarantor






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Pyle
 

Name: Richard Pyle
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 






15









 






	 	 	 
	Address:

	 	TSI HOLDINGS (CIP), LLC
	c/o Town Sports International, LLC

	 	TSI HOLDINGS (DC), LLC
	888 Seventh Avenue, 25th Floor

	 	TSI HOLDINGS (IP), LLC
	New York, NY 10106

	 	TSI HOLDINGS (MA), LLC
	Attention: Richard Pyle

	 	TSI HOLDINGS (MD), LLC
	Tel. No.: (212) 246-6700

	 	TSI HOLDINGS (NJ), LLC
	Fax No.: (212) 664-8906

	 	TSI HOLDINGS (PA), LLC
	 

	 	TSI HOLDINGS (VA), LLC
	 

	 	TSI HUNTINGTON, LLC
	 

	 	TSI INSURANCE, INC.
	 

	 	TSI INTERNATIONAL, INC.
	 

	 	TSI IRVING PLACE, LLC
	 

	 	TSI JERSEY CITY, LLC
	 

	 	TSI K STREET, LLC
	 

	 	TSI LARCHMONT, LLC
	 

	 	TSI LEXINGTON (MA), LLC
	 

	 	TSI LINCOLN, LLC
	 

	 	TSI LIVINGSTON, LLC
	 

	 	TSI LONG BEACH, LLC
	 

	 	TSI LYNNFIELD, LLC
	 

	 	TSI M STREET, LLC
	 

	 	TSI MADISON, INC.
	 

	 	TSI MAHWAH, LLC
	 

	 	TSI MAMARONECK, LLC
	 

	 	TSI MARKET STREET, LLC
	 

	 	TSI MARLBORO, LLC
	 

	 	TSI MATAWAN, LLC
	 

	 	TSI MERCER STREET, LLC
	 

	 	TSI MIDWOOD, LLC
	 

	 	TSI MONTCLAIR, LLC
	 

	 	TSI MORRIS PARK, LLC
	 

	 	TSI MURRAY HILL, LLC
	 

	 	TSI NANUET, LLC
	 

	 	TSI NATICK, LLC
	 

	 	TSI NEW ROCHELLE, LLC
	 

	 	TSI NEWARK, LLC
	 

	 	TSI NEWBURY STREET, LLC
	 

	 	TSI NEWTON, LLC
	 

	 	TSI NO SWEAT, LLC
	 

	 	TSI NORTH BETHESDA, LLC
	 

	 	TSI NORWALK, LLC,
	 

	 	       each as a Guarantor






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Pyle	 	 
	 

	 	 	 	 

Name: Richard Pyle
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 






16









 






	 	 	 
	Address:

	 	TSI OCEANSIDE, LLC
	c/o Town Sports International, LLC

	 	TSI OLD BRIDGE, LLC
	888 Seventh Avenue, 25th Floor

	 	TSI PARSIPPANY, LLC
	New York, NY 10106

	 	TSI PLAINSBORO, LLC
	Attention: Richard Pyle

	 	TSI PORT JEFFERSON, LLC
	Tel. No.: (212) 246-6700

	 	TSI PRINCETON, LLC
	Fax No.: (212) 664-8906

	 	TSI PRINCETON NORTH, LLC
	 

	 	TSI RADNOR, LLC
	 

	 	TSI RAMSEY, LLC
	 

	 	TSI READE STREET, LLC
	 

	 	TSI REGO PARK, LLC
	 

	 	TSI RIDGEWOOD, LLC
	 

	 	TSI RODIN PLACE, LLC
	 

	 	TSI RYE, INC.
	 

	 	TSI SCARSDALE, LLC
	 

	 	TSI SEAPORT, LLC
	 

	 	TSI SHERIDAN, LLC
	 

	 	TSI SILVER SPRING, LLC
	 

	 	TSI SMITHTOWN, LLC
	 

	 	TSI SOCIETY HILL, LLC
	 

	 	TSI SOHO, LLC
	 

	 	TSI SOMERS, LLC
	 

	 	TSI SOMERSET, LLC
	 

	 	TSI SOUTH BETHESDA, LLC
	 

	 	TSI SOUTH END, LLC
	 

	 	TSI SOUTH PARK SLOPE, LLC
	 

	 	TSI SOUTH STATION, LLC
	 

	 	TSI SPRINGFIELD, LLC
	 

	 	TSI STAMFORD DOWNTOWN, LLC
	 

	 	TSI STAMFORD POST, LLC
	 

	 	TSI STAMFORD RINKS, LLC
	 

	 	TSI STATEN ISLAND, LLC
	 

	 	TSI STERLING, LLC
	 

	 	TSI SYOSSET, LLC
	 

	 	TSI UNIVERSITY MANAGEMENT, LLC
	 

	 	TSI VARICK STREET, LLC
	 

	 	TSI WALL STREET, LLC
	 

	 	TSI WALTHAM, LLC
	 

	 	TSI WASHINGTON, INC.
	 

	 	TSI WATER STREET, LLC
	 

	 	TSI WATERTOWN, LLC,
	 

	 	       each as a Guarantor






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Pyle	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	Name: Richard Pyle	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 






17









 






	 	 	 
	Address:

	 	TSI WELLESLEY, LLC
	c/o Town Sports International, LLC

	 	TSI WELLINGTON CIRCLE, LLC
	888 Seventh Avenue, 25th Floor

	 	TSI WEST CALDWELL, LLC
	New York, NY 10106

	 	TSI WEST NEWTON, LLC
	Attention: Richard Pyle

	 	TSI WEST NYACK, LLC
	Tel. No.: (212) 246-6700

	 	TSI WEST SPRINGFIELD, LLC
	Fax No.: (212) 664-8906

	 	TSI WEST 14, LLC
	 

	 	TSI WEST 16, LLC
	 

	 	TSI WEST 23, LLC
	 

	 	TSI WEST 38, LLC
	 

	 	TSI WEST 41, LLC
	 

	 	TSI WEST 44, LLC
	 

	 	TSI WEST 48, LLC
	 

	 	TSI WEST 52, LLC
	 

	 	TSI WEST 73, LLC
	 

	 	TSI WEST 76, LLC
	 

	 	TSI WEST 80, LLC
	 

	 	TSI WEST 94, LLC
	 

	 	TSI WEST 115TH STREET, LLC
	 

	 	TSI WEST 125, LLC
	 

	 	TSI WEST 145TH STREET, LLC
	 

	 	TSI WESTPORT, LLC
	 

	 	TSI WESTWOOD, LLC
	 

	 	TSI WEYMOUTH, LLC
	 

	 	TSI WHITE PLAINS CITY CENTER, LLC
	 

	 	TSI WHITE PLAINS, LLC
	 

	 	TSI WHITESTONE, LLC
	 

	 	TSI WOODMERE, LLC,
	 

	 	       each as a Guarantor






	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard Pyle	 	 
	 

	 	 	 	 

Name: Richard Pyle
	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 






18









 





Accepted and Agreed to:




DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Administrative Agent




	 	 	 	 	 
	By:
	 	/s/ Carin Keegan	 	 
	 

	 	 

Name: Carin Keegan
	 	 
	 

	 	Title: Vice President	 	 
	 
	 	 	 	 
	By:
	 	/s/ Mary Kay Coyle	 	 
	 

	 	 

Name: Mary Kay Coyle
	 	 
	 

	 	Title: Managing Director	 	 







19