First Amendment, dated as of August 22,2012, to the Credit Agreement



 Exhibit 10.1 
 TOWN SPORTS INTERNATIONAL HOLDINGS, INC. 
 TOWN SPORTS INTERNATIONAL, LLC

 FIRST AMENDMENT 
 TO 
 CREDIT AGREEMENT 

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) is dated as of August 22, 2012 and entered
into by and among TOWN SPORTS INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“Holdings”), TOWN SPORTS INTERNATIONAL, LLC, a New York limited liability company (the “Borrower”), the Subsidiary
Guarantors listed on the signature pages hereto (each, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”), the financial institutions listed on the signature pages hereof and executing this
First Amendment (the “Lenders”) and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and is made with
reference to that certain Credit Agreement, dated as of May 11, 2011 (the “Credit Agreement”), by and among Holdings, the Borrower, the Lenders (as defined in the Credit Agreement) and the Administrative Agent. Capitalized
terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement. 
 RECITALS

 WHEREAS, Holdings, the Borrower and each Lender party hereto desire to amend the Credit Agreement to decrease the
interest rate applicable to the Initial Term Loans and to make certain other changes to the Credit Agreement, in each case, as provided herein; 
 NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: 

Section 1. AMENDMENTS TO THE CREDIT AGREEMENT 
 1.1 Amendments to Section 1: Definitions and Accounting Terms 
 A. Section 1.01 of the Credit Agreement is hereby amended by adding thereto the following new definitions, which definitions shall be inserted in proper alphabetical order: 

“Effective Yield” shall mean, as to the Initial Term Loans or any term loans incurred by the Borrower or
any of its Subsidiaries in connection with a Repricing Event, the effective yield on such Initial Term Loans or such term loans, as applicable, as reasonably determined by the Administrative Agent in consultation with the Borrower, taking into
account the applicable interest rate margins, any interest rate floors or similar devices and all fees, including upfront or similar fees or original issue discount (amortized over the shorter of (x) the life of such term loans and (y) the
four years following the date of incurrence thereof) payable generally to lenders making such Initial Term Loans or term loans, as applicable, but excluding any arrangement, structuring or other similar fees payable in connection therewith that are
not generally shared with the relevant lenders and, if applicable, customary consent fees for an amendment paid generally to consenting lenders. 







 “First Amendment” shall mean the First Amendment to Credit
Agreement, dated as of August 22, 2012, among Holdings, the Borrower, the Subsidiary Guarantors party thereto, the Lenders party thereto and the Administrative Agent. 

“First Amendment Effective Date” shall have the meaning provided in the First Amendment, which date is
August 22, 2012. 
 “Repricing Event” shall mean (i) any prepayment or repayment of
Initial Term Loans with the proceeds of, or any conversion of Initial Term Loans into, any new or replacement tranche of term loans incurred by the Borrower or any of its Subsidiaries and which bear interest with an Effective Yield less than the
Effective Yield applicable to the Initial Term Loans (but excluding any such term loans incurred in connection with a Change of Control) and (ii) any amendment or other modification or waiver to this Agreement (other than the First Amendment)
which effectively reduces the Effective Yield applicable to the Initial Term Loans. Any determination by the Administrative Agent as contemplated by preceding clauses (i) and (ii) shall be conclusive and binding on all Lenders holding
Initial Term Loans, absent manifest error. 
 B. Section 1.01 of the Credit Agreement is
hereby further amended by deleting clause (i) of the definition of “Applicable Margin” appearing therein in its entirety and replacing it with the following text: “(i) in the case of Initial Term Loans maintained as (x) Base
Rate Loans, (A) with respect to any unpaid interest that has accrued on the Initial Term Loans prior to the First Amendment Effective Date, 4.50%, and (B) with respect to any interest accruing on the Initial Term Loans on and after the
First Amendment Effective Date, 3.50%, and (y) Eurodollar Loans, (A) with respect to any unpaid interest that has accrued on the Initial Term Loans prior to the First Amendment Effective Date, 5.50%, and (B) with respect to any
interest accruing on the Initial Term Loans on and after the First Amendment Effective Date, 4.50%;”. 

C. Section 1.01 of the Credit Agreement is hereby further amended by deleting clause (iv) of the
definition of “Base Rate” appearing therein in its entirety and replacing it with the following text: “(iv) with respect to Initial Term Loans, (A) in the case of any unpaid interest that has accrued on the Initial Term Loans
prior to the First Amendment Effective Date, 2.50%, and (B) in the case of any interest accruing on the Initial Term Loans on and after the First Amendment Effective Date, 2.25%, and”. 

D. Section 1.01 of the Credit Agreement is hereby further amended by deleting clause (ii) of the
definition of “Eurodollar Rate” appearing therein in its entirety and replacing it with the following text: “(ii) with respect to Initial Term Loans, (A) in the case of any unpaid interest that has accrued on the Initial Term
Loans prior to the First Amendment Effective Date, 1.50%, and (B) in the case of any interest accruing on the Initial Term Loans on and after the First Amendment Effective Date, 1.25%, and”. 

  
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 1.2 Amendments to Section 4: Commitment Commission; Fees; Reductions of
Commitment 
 A. Section 4.01 of the Credit Agreement is hereby amended by deleting
clause (h) thereof in its entirety and replacing it with the following text: 
 “(h) At the time of the
effectiveness of any Repricing Event that is consummated after August 22, 2012 and prior to August 23, 2013, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Initial Term Loans that are
either repaid, converted or subjected to a pricing reduction in connection with such Repricing Event (including each Lender that withholds its consent to such Repricing Event and is replaced as a Replaced Lender under Section 2.13), a
fee in an amount equal to 1.0% of (x) in the case of a Repricing Event described in clause (i) of the definition thereof, the aggregate principal amount of all Initial Term Loans prepaid or converted in connection with such Repricing Event
and (y) in the case of a Repricing Event described in clause (ii) of the definition thereof, the aggregate principal amount of all Initial Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to
such Repricing Event. Such fees shall be earned, due and payable upon the date of the effectiveness of such Repricing Event.” 
 1.3 Amendments to Section 5: Prepayments; Payments; Taxes 
 A. Section 5.01(a) of the Credit Agreement is hereby amended by deleting clause (vi) thereof in its entirety and replacing it with the following text: 

“(vi) any prepayment of Initial Term Loans made after August 22, 2012 and prior to August 23, 2013 in
connection with a Repricing Event shall be accompanied by the payment of the fee described in Section 4.01(h).” 
 1.4 Amendments to Section 9: Affirmative Covenants 
 A. Section 9.09 of the Credit Agreement is hereby amended to replace the text “then outstanding.” appearing therein with the following text: “outstanding from time to
time following the First Amendment Effective Date.” 
 Section 2. CONDITIONS TO EFFECTIVENESS 

Section 1 of this First Amendment shall become effective only upon the satisfaction of all of the following
conditions precedent (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”): 
 A. Amendment. Holdings, the Borrower, the Subsidiary Guarantors, the Required Lenders and each Lender with outstanding Initial Term Loans (including any Replacement Lender) shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile (or other electronic) transmission) their signed counterparts to the Administrative Agent. 

B. Amendment Fee. On or prior to the First Amendment Effective Date, the Borrower shall have paid to the
Administrative Agent, for the ratable benefit of each Lender with outstanding Initial Term Loans (including any Replacement Lender) that has executed a counterpart to this First Amendment and delivered the same to the Administrative Agent, an
amendment fee equal to 1.00% of the aggregate principal amount of the outstanding Initial Term Loans held by each such consenting Lender on the First Amendment Effective Date (such fee, the “Amendment Fee”). For the avoidance of
doubt, the Amendment Fee shall not be payable unless and until the other conditions set forth in Section 2 have been met, except for the payment of fees pursuant to this Section 2B. 

  
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 C. Other Fees and Expenses. The Borrower shall have paid all other
costs, fees, expenses and other amounts due and payable pursuant to the Credit Documents and any other fee due and payable to the Administrative Agent or any affiliate thereof as may have been separately agreed to by the Borrower and the
Administrative Agent or such Affiliate in connection with this First Amendment, including the reasonable fees and expenses of White & Case LLP. 
 For the avoidance of doubt, to the extent that the Borrower replaces any Non-Consenting Term Loan Lender (as defined below) with a Replacement Lender in accordance with Section 2.13 of the
Credit Agreement, such Non-Consenting Term Loan Lender shall receive from the Borrower, concurrently with such replacement, the payment of the applicable fee provided for in Section 4.01(h) of the Credit Agreement as in effect
immediately prior to the First Amendment Effective Date. As used herein, the term “Non-Consenting Term Loan Lender” shall mean each Lender with outstanding Initial Term Loans that does not provide its consent to this First
Amendment. 
 Section 3. CREDIT PARTY REPRESENTATIONS AND WARRANTIES 

In order to induce the Lenders to enter into this First Amendment and to amend the Credit Agreement in the manner provided
herein, each Credit Party represents and warrants to each Lender that the following statements are true and correct: 
 A. Power and Authority. Each Credit Party 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 First Amendment 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 First Amendment. Each Credit Party has
duly executed and delivered this First Amendment, and this First Amendment constitutes its legal, valid and binding obligation enforceable in accordance with its terms, except to the extent that the enforceability hereof may be limited by 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). 

B. Approvals. No order, consent, approval, license, authorization or validation of, or filing, recording or
registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to be obtained or made by, or on behalf of, any Credit Party to authorize, or is required to be obtained or made by, or on
behalf of, any Credit Party in connection with, (i) the execution, delivery and performance of this First Amendment or (ii) the legality, validity, binding effect or enforceability of this First Amendment (except for those that have
otherwise been obtained or made). 
 C. No Violation. Neither the execution, delivery or performance by
any Credit Party of this First Amendment, nor compliance by it with the terms and provisions hereof, (i) will contravene in any material respect any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of
any court or governmental instrumentality, (ii) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a 

  
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default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party or any of its Subsidiaries
pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, in each case to which any Credit Party or any of its Subsidiaries is a party or by which it
or any its property or assets is bound or to which it may be subject, or (iii) will violate any provision of the certificate or articles of incorporation, certificate of formation, limited liability company agreement, partnership agreement or
by-laws (or equivalent organizational documents), as applicable, of any Credit Party or any of its Subsidiaries. 

D. Incorporation of Representations and Warranties From Credit Agreement. The representations and warranties
contained in Section 8 of the Credit Agreement are and will be true and correct in all material respects on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; provided, that, if a representation and warranty is qualified as to
materiality, with respect to such representation and warranty the materiality qualifier set forth above shall be disregarded for purposes of this condition. 
 E. Absence of Default. No event has occurred and is continuing or will result from the consummation of the transactions contemplated by this First Amendment that would constitute a Default or an
Event of Default. 
 Section 4. ACKNOWLEDGMENT AND CONSENT 

Each of Holdings, the Borrower and each Subsidiary Guarantor has read this First Amendment and consents to the terms
hereof and hereby acknowledges and agrees that any Guaranty and any Security Document to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable in
accordance with their respective terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law, and shall not be impaired or limited by the execution or effectiveness of this First Amendment. 

Each Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth
in this First Amendment, such Subsidiary Guarantor is not required by the terms of the Credit Agreement or any other Credit Document to consent to the amendments to the Credit Agreement effected pursuant to this First Amendment and (ii) nothing
in the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of any Subsidiary Guarantor to any future amendments to the Credit Agreement as amended hereby. 

  
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 Section 5. MISCELLANEOUS 

A. Reference to and Effect on the Credit Agreement and the Other Credit Documents. 

(i) On and after the First Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Credit Documents to the “Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby. 
 (ii) The parties hereto agree that this First Amendment is a Credit Document. 
 (iii) Except as specifically amended by this First Amendment, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed. 

(iv) The execution, delivery and performance of this First Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under, the Credit Agreement or any of the other Credit Documents. 

B. Headings. Section and subsection headings in this First Amendment are included herein for convenience
of reference only and shall not constitute a part of this First Amendment for any other purpose or be given any substantive effect. 
 C. Applicable Law. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 D. Counterparts. This First Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Any party delivering an executed counterpart of this First Amendment by telefacsimile or electronic mail also shall
deliver an original executed counterpart of this First Amendment but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this First Amendment. 

[Remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 
  

			
	TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
		
	By:	 	/s/ Daniel Gallagher
		
	Name:	 	Daniel Gallagher
		
	Title:	 	Chief Financial Officer


  

			
	TOWN SPORTS INTERNATIONAL, LLC
		
	By:	 	/s/ Daniel Gallagher
		
	Name:	 	Daniel Gallagher
		
	Title:	 	Chief Financial Officer



  
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 First Amendment to Credit Agreement 








 
			
	TSI 217 BROADWAY, LLC
	
	TSI ALEXANDRIA, LLC
	
	TSI ALEXANDRIA WEST, LLC
	
	TSI ALLSTON, LLC
	
	TSI ANDOVER, LLC
	
	TSI ARDMORE, LLC
	
	TSI ARTHRO-FITNESS SERVICES, LLC
	
	TSI ASTORIA, LLC
	
	TSI BATTERY PARK, LLC
	
	TSI BAY RIDGE 86TH STREET, LLC
	
	TSI BAYONNE, LLC
	
	TSI BAYRIDGE, LLC
	
	TSI BENSONHURST, LLC
	
	TSI BETHESDA, LLC
	
	TSI BOYLSTON, LLC
	
	TSI BROADWAY, LLC
	
	TSI BROOKLYN BELT, LLC
	
	TSI BRUNSWICK, LLC
	
	TSI BULFINCH, LLC
	
	TSI BUTLER, LLC,
	
	each as a Subsidiary Guarantor
		
	By:	 	/s/ Daniel Gallagher
		 	Name: Daniel Gallagher
		
		 	Title: Chief Financial Officer



  
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	 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 DAVIS SQUARE, LLC

 
 TSI DEDHAM, LLC

 
 TSI DEER PARK, LLC,

 
 TSI DOBBS FERRY, LLC

 
 TSI DOWNTOWN CROSSING, LLC,

 
 each as a Subsidiary Guarantor

		
	By:	 	/s/ Daniel Gallagher
		 	Name: Daniel Gallagher
		
		 	Title: Chief Financial Officer



  
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	 TSI DUPONT CIRCLE, INC.
  

TSI DUPONT II, INC.
  
 TSI EAST 23, LLC
  
 TSI EAST 31,
LLC
  
 TSI EAST 34, LLC

 
 TSI EAST 36, LLC

 
 TSI EAST 41, LLC

 
 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 EAST BRUNSWICK, LLC

 
 TSI EAST MEADOW, LLC

 
 TSI ENGLEWOOD, LLC

 
 TSI F STREET, LLC

 
 TSI FAIRFAX, LLC

 
 TSI FENWAY, LLC

 
 TSI FIRST AVENUE, LLC

 
 TSI FOREST HILLS, LLC,

 
 each as a Subsidiary Guarantor

		
	By:	 	/s/ Daniel Gallagher
		 	Name: Daniel Gallagher
		
		 	Title: Chief Financial Officer



  
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 First Amendment to Credit Agreement 








 
			
	 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 GARNERVILLE, 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,

 
 each as a Subsidiary Guarantor

		
	By:	 	/s/ Daniel Gallagher
		 	Name: Daniel Gallagher
		
		 	Title: Chief Financial Officer



  
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	 TSI HOBOKEN, LLC
  

TSI HOBOKEN NORTH, LLC
  
 TSI HOLDINGS (CIP), LLC
  
 TSI
HOLDINGS (DC), LLC
  
 TSI HOLDINGS (IP), LLC

 
 TSI HOLDINGS (MA), LLC

 
 TSI HOLDINGS (MD), LLC

 
 TSI HOLDINGS (NJ), LLC

 
 TSI HOLDINGS (PA), LLC

 
 TSI HOLDINGS (VA), LLC

 
 TSI HUNTINGTON, LLC

 
 TSI INTERNATIONAL, INC.

 
 TSI IRVING PLACE, LLC

 
 TSI JAMAICA ESTATES, LLC

 
 TSI JERSEY CITY, LLC

 
 TSI K STREET, LLC

 
 TSI LARCHMONT, LLC

 
 TSI LEXINGTON (MA), LLC

 
 TSI LINCOLN, LLC

 
 TSI LIVINGSTON, LLC,

 
 each as a Subsidiary Guarantor

		
	By:	 	/s/ Daniel Gallagher
		 	Name: Daniel Gallagher
		
		 	Title: Chief Financial Officer



  
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	 TSI LONG BEACH, LLC
  

TSI LYNNFIELD, LLC
  
 TSI M STREET, LLC
  
 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,

 
 each as a Subsidiary Guarantor

		
	By:	 	/s/ Daniel Gallagher
		 	Name: Daniel Gallagher
		
		 	Title: Chief Financial Officer



  
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	 TSI NORTH BETHESDA, LLC
  

TSI NORWALK, LLC
  
 TSI OCEANSIDE, LLC
  
 TSI OLD
BRIDGE, LLC
  
 TSI PARSIPPANY, LLC

 
 TSI PLAINSBORO, LLC

 
 TSI PORT JEFFERSON, LLC

 
 TSI PRINCETON, LLC

 
 TSI PRINCETON NORTH, LLC

 
 TSI PROVIDENCE DOWNTOWN, LLC

 
 TSI PROVIDENCE EASTSIDE, LLC

 
 TSI RADNOR, LLC

 
 TSI RAMSEY, LLC

 
 TSI READE STREET, LLC

 
 TSI REGO PARK, LLC

 
 TSI RIDGEWOOD, LLC

 
 TSI RODIN PLACE, LLC

 
 TSI SCARSDALE, LLC

 
 TSI SEAPORT, LLC

 
 TSI SHERIDAN, LLC

 
 TSI SILVER SPRING, LLC,

 
 each as a Subsidiary Guarantor

		
	By:	 	/s/ Daniel Gallagher
		 	Name: Daniel Gallagher
		
		 	Title: Chief Financial Officer



  
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 First Amendment to Credit Agreement 








 
			
	 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 SUNNYSIDE, LLC

 
 TSI SYOSSET, LLC

 
 TSI UNIVERSITY MANAGEMENT, LLC

 
 TSI VARICK STREET, LLC

 
 TSI WALL STREET, LLC,

 
 each as a Subsidiary Guarantor

		
	By:	 	/s/ Daniel Gallagher
		 	Name: Daniel Gallagher
		
		 	Title: Chief Financial Officer



  
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 First Amendment to Credit Agreement 








 
			
	 TSI WALTHAM, LLC
  

TSI WASHINGTON, INC.
  
 TSI WATER STREET, LLC
  
 TSI
WATERTOWN, LLC
  
 TSI WELLESLEY, LLC

 
 TSI WELLINGTON CIRCLE, LLC

 
 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,

 
 each as a Subsidiary Guarantor

		
	By:	 	/s/ Daniel Gallagher
		 	Name: Daniel Gallagher
		
		 	Title: Chief Financial Officer



  
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 First Amendment to Credit Agreement 








 
			
	 TSI WEST 125, LLC
  

TSI WEST 145TH STREET, LLC
  
 TSI WEST CALDWELL, LLC
  
 TSI
WEST HARTFORD, LLC
  
 TSI WEST NEWTON, LLC

 
 TSI WEST NYACK, LLC

 
 TSI WEST SPRINGFIELD, LLC

 
 TSI WESTBOROUGH, LLC

 
 TSI WESTPORT, LLC

 
 TSI WESTWOOD, LLC

 
 TSI WEYMOUTH, LLC

 
 TSI WHITE PLAINS, LLC

 
 TSI WHITE PLAINS CITY CENTER, LLC

 
 TSI WHITESTONE, LLC

 
 TSI WILLIAMSBURG, LLC

 
 TSI WOBURN, LLC

 
 TSI WOODMERE, LLC,

 
 each as a Subsidiary Guarantor

		
	By:	 	/s/ Daniel Gallagher
		 	Name: Daniel Gallagher
		
		 	Title: Chief Financial Officer



  
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	 DEUTSCHE BANK TRUST COMPANY
 AMERICAS, as Administrative Agent

		
	By:	 	/s/ Erin Morrissey
		
	Name:	 	Erin Morrissey
		
	Title:	 	Director
		
	By:	 	/s/ Carin Keegan
		
	Name:	 	Carin Keegan
		
	Title:	 	Director



  
 -Signature
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 First Amendment to Credit Agreement