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                                                                     EXHIBIT 4.3

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                          REGISTRATION RIGHTS AGREEMENT

                          Dated as of February 4, 2004

                                 By and Between

                    TOWN SPORTS INTERNATIONAL HOLDINGS, INC.

                                   as Issuer,

                                       and

                          DEUTSCHE BANK SECURITIES INC.

                              as Initial Purchaser

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                       11% SENIOR DISCOUNT NOTES DUE 2014


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                                TABLE OF CONTENTS

<TABLE>
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                                                                              Page
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<S>                                                                           <C>
1. DEFINITIONS...............................................................   1

2. EXCHANGE OFFER............................................................   4

3. SHELF REGISTRATION........................................................   8

4. ADDITIONAL INTEREST.......................................................   9

5. REGISTRATION PROCEDURES...................................................  11

6. REGISTRATION EXPENSES.....................................................  19

7. INDEMNIFICATION...........................................................  20

8. RULE 144 AND 144A.........................................................  23

9. UNDERWRITTEN REGISTRATIONS................................................  24

10. MISCELLANEOUS............................................................  24

   (a) No Inconsistent Agreements............................................  24
   (b) Adjustments Affecting Registrable Securities..........................  24
   (c) Amendments and Waivers................................................  24
   (d) Notices...............................................................  25
   (e) Successors and Assigns................................................  26
   (f) Counterparts..........................................................  26
   (g) Headings..............................................................  26
   (h) Governing Law.........................................................  26
   (i) Severability..........................................................  26
   (j) Securities Held by the Issuers or their Affiliates....................  27
   (k) Third Party Beneficiaries.............................................  27
   (l) Entire Agreement......................................................  27
</TABLE>
                                       -i-

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                          REGISTRATION RIGHTS AGREEMENT

                  This Registration Rights Agreement (the "Agreement") is dated
as of February 4, 2004 by and between Town Sports International Holdings, Inc.,
a Delaware corporation (the "Company") and Deutsche Bank Securities Inc. (the
"Initial Purchaser").

                  This Agreement is entered into in connection with the Purchase
Agreement, dated as of January 28, 2004, by and between the Company and the
Initial Purchaser (the "Purchase Agreement") that provides for the sale by the
Company to the Initial Purchaser of $213,000,000 aggregate principal amount at
maturity (yielding gross proceeds of approximately $124,807,350) of the
Company's 11% Senior Discount Notes due 2014 (the "Notes"). In order to induce
the Initial Purchaser to enter into the Purchase Agreement, the Company has
agreed to provide the registration rights set forth in this Agreement for the
benefit of the Initial Purchaser and its direct and indirect transferees and
assigns. The execution and delivery of this Agreement is a condition to the
Initial Purchaser's obligation to purchase the Notes under the Purchase
Agreement.

                  The parties hereby agree as follows:

1.       DEFINITIONS

                  As used in this Agreement, the following terms shall have the
following meanings:

                  Accreted Value: Shall have the meaning assigned thereto in the
Indenture.

                  Additional Interest: See Section 4(a) hereof.

                  Advice: See the last paragraph of Section 5 hereof.

                  Agreement: See the first introductory paragraph hereto.

                  Applicable Period: See Section 2(b) hereof.

                  Closing Date: The Closing Date as defined in the Purchase
Agreement.

                  Company: See the first introductory paragraph hereto.

                  Effectiveness Date: The date that is 210 days after the Issue
Date; provided, however, that with respect to any Shelf Registration, the
Effectiveness Date shall be the 210th day after the delivery of a Shelf Notice
as required pursuant to Section 2(c) hereof.

                  Effectiveness Period: See Section 3(a) hereof.

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                                       -2-

                  Event Date: See Section 4(b) hereof.

                  Exchange Act: The Securities Exchange Act of 1934, as amended,
and the rules and regulations of the SEC promulgated thereunder.

                  Exchange Notes: See Section 2(a) hereof.

                  Exchange Offer: See Section 2(a) hereof.

                  Exchange Offer Registration Statement: See Section 2(a)
hereof.

                  Filing Date: (A) If no Exchange Offer Registration Statement
has been filed by the Issuers pursuant to this Agreement, the 120th day after
the Issue Date; and (B) with respect to a Shelf Registration Statement, the
120th day after the delivery of a Shelf Notice as required pursuant to Section
2(c) hereof.

                  Holder: Any holder of a Registrable Security or Registrable
Securities.

                  Indemnified Person: See Section 7(c) hereof.

                  Indemnifying Person: See Section 7(c) hereof.

                  Indenture: The Indenture, dated as of February 4, 2004, by and
between the Company and The Bank of New York, as trustee, pursuant to which the
Notes are being issued, as amended or supplemented from time to time in
accordance with the terms thereof.

                  Initial Purchaser: See the first introductory paragraph
hereto.

                  Inspectors: See Section 5(o) hereof.

                  Issue Date: The date on which the Notes were sold to the
Initial Purchaser pursuant to the Purchase Agreement.

                  NASD: See Section 5(t) hereof.

                  Notes: See the second introductory paragraph hereto.

                  Offering Memorandum: The final offering memorandum of the
Company dated January 28, 2004, in respect of the offering of the Notes.

                  Participant: See Section 7(a) hereof.

                  Participating Broker-Dealer: See Section 2(b) hereof.

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                                       -3-

                  Person: An individual, trustee, corporation, partnership,
limited liability company, joint stock company, trust, unincorporated
association, union, business association, firm or other legal entity.

                  Private Exchange: See Section 2(b) hereof.

                  Private Exchange Notes: See Section 2(b) hereof.

                  Prospectus: The prospectus included in any Registration
Statement (including, without limitation, any prospectus subject to completion
and a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, and all other amendments and supplements to the
Prospectus, with respect to the terms of the offering of any portion of the
Registrable Securities covered by such Registration Statement including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.

                  Purchase Agreement: See the second introductory paragraph
hereto.

                  Records: See Section 5(o) hereof.

                  Registrable Notes: Each Note upon original issuance of the
Notes and at all times subsequent thereto, each Exchange Note as to which
Section 2(c)(v) hereof is applicable upon original issuance and at all times
subsequent thereto and each Private Exchange Note upon original issuance thereof
and at all times subsequent thereto, until in the case of any such Note,
Exchange Note or Private Exchange Note, as the case may be, the earliest to
occur of (i) a Registration Statement (other than, with respect to any Exchange
Note as to which Section 2(c)(v) hereof is applicable, the Exchange Offer
Registration Statement) covering such Note, Exchange Note or Private Exchange
Note, as the case may be, has been declared effective by the SEC and such Note,
Exchange Note or Private Exchange Note, as the case may be, has been disposed of
in accordance with such effective Registration Statement, (ii) such Note,
Exchange Note or Private Exchange Note, as the case may be, is sold in
compliance with Rule 144, (iii) such Note has been exchanged for an Exchange
Note or Exchange Notes pursuant to an Exchange Offer and is entitled to be
resold without complying with the prospectus delivery requirements of the
Securities Act and (iv) such Note, Exchange Note or Private Exchange Note, as
the case may be, ceases to be outstanding for purposes of the Indenture.

                  Registration Statement: Any registration statement of the
Company, including, but not limited to, the Exchange Offer Registration
Statement and any registration statement filed in connection with a Shelf
Registration, filed with the SEC pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such registration

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                                       -4-

statement, including post-effective amendments, all exhibits and all material
incorporated by reference or deemed to be incorporated by reference in such
registration statement.

                  Rule 144: Rule 144 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144A) or regulation hereafter adopted by the SEC providing for offers and sales
of securities made in compliance therewith resulting in offers and sales by
subsequent holders that are not affiliates of an issuer of such securities being
free of the registration and prospectus delivery requirements of the Securities
Act.

                  Rule 144A: Rule 144A promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule (other than Rule
144) or regulation hereafter adopted by the SEC.

                  Rule 415: Rule 415 promulgated under the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC.

                  SEC: The Securities and Exchange Commission.

                  Securities Act: The Securities Act of 1933, as amended, and
the rules and regulations of the SEC promulgated thereunder.

                  Shelf Notice: See Section 2(c) hereof.

                  Shelf Registration: See Section 3(a) hereof.

                  TIA: The Trust Indenture Act of 1939, as amended.

                  Trustee: The trustee under the Indenture and, if existent, the
trustee under any indenture governing the Exchange Notes and Private Exchange
Notes (if any).

                  Underwritten registration or underwritten offering: A
registration in which securities of the Company are sold to an underwriter for
reoffering to the public.

2.       EXCHANGE OFFER

                  (a)      The Company shall file with the SEC, to the extent
not prohibited by any applicable law or applicable interpretation of the staff
of the SEC no later than the Filing Date, a Registration Statement on an
appropriate registration form (the "Exchange Offer Registration Statement") with
respect to a registered offer (the "Exchange Offer") to exchange any and all of
the Registrable Notes (other than the Private Exchange Notes, if any) for a like
aggregate principal amount at maturity of debt securities of the Company that
are identical in all material respects to the Notes ( the "Exchange Notes") (and
that are entitled to the benefits of the Indenture or a trust indenture that is
identical in all material respects to the Indenture

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                                       -5-

(other than such changes to the Indenture or any such identical trust indenture
as are necessary to comply with any requirements of the SEC to effect or
maintain the qualification thereof under the TIA) and that, in either case, has
been qualified under the TIA), except that the Exchange Notes (other than
Private Exchange Notes, if any) shall have been registered pursuant to an
effective Registration Statement under the Securities Act and shall contain no
restrictive legend thereon. The Exchange Offer shall comply with all applicable
tender offer rules and regulations under the Exchange Act. The Company agrees to
use its reasonable best efforts to (x) cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act on or before the
Effectiveness Date; (y) keep the Exchange Offer open for not less than 30 days
(or longer if required by applicable law) after the date that notice of the
Exchange Offer is mailed to Holders; and (z) consummate the Exchange Offer on or
prior to the 240th day following the Issue Date. If after such Exchange Offer
Registration Statement is declared effective by the SEC, the Exchange Offer or
the issuance of the Exchange Notes thereunder is interfered with by any stop
order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Exchange Offer Registration Statement shall
be deemed not to have become effective for purposes of this Agreement during the
period of such interference until the Exchange Offer may legally resume.

                  Each Holder who participates in the Exchange Offer will be
required to represent in writing (i) that any Exchange Notes received by it will
be acquired in the ordinary course of its business, (ii) that at the time of the
consummation of the Exchange Offer such Holder will have no arrangement or
understanding with any Person to participate in the distribution of the Exchange
Notes in violation of the provisions of the Securities Act, (iii) that such
Holder is not an affiliate of the Company within the meaning of the Securities
Act and is not acting on behalf of any persons or entities who could not
truthfully make the foregoing representations, (iv) if such Holder is not a
broker-dealer, that it is not engaged in, and does not intend to engage in, the
distribution of Exchange Notes, and (v) if such Holder is a broker-dealer that
will receive Exchange Notes for its own account in exchange for Notes that were
acquired as a result of market-making or other trading activities, that it will
deliver a prospectus in connection with any resale of such Exchange Notes.

                  Upon consummation of the Exchange Offer in accordance with
this Section 2, the provisions of this Agreement shall continue to apply,
mutatis mutandis, solely with respect to Registrable Notes that are Private
Exchange Notes and Exchange Notes held by Participating Broker-Dealers, and the
Company shall have no further obligation to register Registrable Notes (other
than Private Exchange Notes and other than in respect of any Exchange Notes as
to which clause 2(c)(v) hereof applies) pursuant to Section 3 hereof. No
securities other than the Exchange Notes shall be included in the Exchange Offer
Registration Statement.

                  (b)      The Company shall include within the Prospectus
contained in the Exchange Offer Registration Statement a section entitled "Plan
of Distribution," reasonably ac-

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                                       -6-

ceptable to the Initial Purchaser, that shall contain a summary statement of the
positions taken or policies made by the Staff of the SEC with respect to the
potential "underwriter" status of any broker-dealer that is the beneficial owner
(as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by
such broker-dealer in the Exchange Offer (a "Participating Broker-Dealer"),
whether such positions or policies have been publicly disseminated by the staff
of the SEC or such positions or policies, in the judgment of the Initial
Purchaser, represent the prevailing views of the staff of the SEC. Such "Plan of
Distribution" section shall also expressly permit, to the extent permitted by
applicable policies and regulations of the SEC, the use of the Prospectus by all
Persons subject to the prospectus delivery requirements of the Securities Act,
including to the extent permitted by applicable policies and regulations of the
SEC, all Participating Broker-Dealers, and include a statement describing the
means by which Participating Broker-Dealers may resell the Exchange Notes in
compliance with the Securities Act.

                  The Company shall use its reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
Prospectus contained therein in order to permit such Prospectus to be lawfully
delivered by all Persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as is necessary to comply with applicable
law in connection with any resale of the Exchange Notes covered thereby.

                  If, prior to consummation of the Exchange Offer, the Initial
Purchaser holds any Notes acquired by it and having, or that are reasonably
likely to be determined to have, the status of an unsold allotment in the
initial distribution, the Company, upon the request of the Initial Purchaser
simultaneously with the delivery of the Exchange Notes in the Exchange Offer,
shall issue and deliver to the Initial Purchaser in exchange (the "Private
Exchange") for such Notes held by the Initial Purchaser a like principal amount
at maturity of debt securities of the Company that are identical in all material
respects to the Exchange Notes (the "Private Exchange Notes") (and that are
issued pursuant to the same indenture as the Exchange Notes), except for the
placement of a restrictive legend on such Private Exchange Notes. The Private
Exchange Notes shall bear the same CUSIP number as the Exchange Notes.

                  Interest on each Exchange Note will accrue (A) from the later
of (i) the last interest payment date on which interest was paid on the Note
surrendered in exchange therefor, or (ii) if the Note is surrendered for
exchange on a date in a period which includes the record date for an interest
payment date to occur on or after the date of such exchange and as to which
interest will be paid, the date of such interest payment date or (B) if no
interest has been paid on such Note, from the Issue Date.

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                                       -7-

                  In connection with the Exchange Offer, the Company shall:

                  (1)      mail to each Holder a copy of the Prospectus forming
         part of the Exchange Offer Registration Statement, together with an
         appropriate letter of transmittal and related documents;

                  (2)      utilize the services of a depositary for the Exchange
         Offer with an address in the Borough of Manhattan, The City of New
         York;

                  (3)      permit Holders to withdraw tendered Notes at any time
         prior to the close of business, New York time, on the last business day
         on which the Exchange Offer shall remain open; and

                  (4)      otherwise comply in all material respects with all
         applicable laws, rules and regulations.

                  As soon as practicable after the close of the Exchange Offer
or the Private Exchange, as the case may be, the Company shall:

                  (1)      accept for exchange all Registrable Notes properly
         tendered and not validly withdrawn pursuant to the Exchange Offer or
         the Private Exchange;

                  (2)      deliver to the Trustee for cancellation all
         Registrable Notes so accepted for exchange; and

                  (3)      cause the Trustee to authenticate and deliver
         promptly to each Holder of Notes, Exchange Notes or Private Exchange
         Notes, as the case may be, equal in principal amount at maturity to the
         Notes of such Holder so accepted for exchange.

                  The Exchange Notes and the Private Exchange Notes may be
issued under (i) the Indenture or (ii) an indenture identical in all material
respects to the Indenture, which in either event has been qualified under the
TIA or is exempt from such qualification and shall provide that (1) the Exchange
Notes shall not be subject to the transfer restrictions set forth in the
Indenture and (2) the Private Exchange Notes shall be subject to the transfer
restrictions set forth in the Indenture. The Indenture or such indenture shall
provide that the Exchange Notes, the Private Exchange Notes and the Notes shall
vote and consent together on all matters as one class and that none of the
Exchange Notes, the Private Exchange Notes or the Notes will have the right to
vote or consent as a separate class on any matter.

                  (c)      If, (i) because of any change in law or in currently
prevailing interpretations of the Staff of the SEC, the Company is not permitted
to effect an Exchange Offer, (ii) the Exchange Offer is not consummated within
240 days of the Issue Date (provided that if the Exchange Offer shall be
consummated after such 240-day period, then the Company's

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                                       -8-

obligation under this clause (ii) arising from the failure of the Exchange Offer
to be consummated within such 240-day period shall terminate), (iii) the holder
of Private Exchange Notes so requests at any time within 90 days after the
consummation of the Private Exchange, (iv) because of any changes in law or in
currently prevailing interpretations of the staff of the SEC, a Holder (other
than the Initial Purchaser holding Notes acquired directly from the Company) is
not permitted to participate in the Exchange Offer or (v) in the case of any
Holder that participates in the Exchange Offer, such Holder does not receive
Exchange Notes on the date of the exchange that may be sold without restriction
under state and federal securities laws (other than due solely to the status of
such Holder as an affiliate of the Company within the meaning of the Securities
Act), then the Company shall promptly deliver written notice thereof (the "Shelf
Notice") to the Trustee and in the case of clauses (i), (ii) and (iv), all
Holders, in the case of clause (iii), the Holders of the Private Exchange Notes
and in the case of clause (v), the affected Holder, and shall file a Shelf
Registration pursuant to Section 3 hereof.

3.       SHELF REGISTRATION

                  If a Shelf Notice is delivered as contemplated by Section 2(c)
hereof, then:

                  (a)      Shelf Registration. The Company shall file with the
         SEC a Registration Statement for an offering to be made on a continuous
         basis pursuant to Rule 415 covering all of the Registrable Notes not
         exchanged in the Exchange Offer, Private Exchange Notes and Exchange
         Notes as to which Section 2(c)(iv) is applicable (the "Shelf
         Registration"). The Company shall use its reasonable best efforts to
         file with the SEC the Shelf Registration on or prior to the applicable
         Filing Date. The Shelf Registration shall be on Form S-1 or another
         appropriate form permitting registration of such Registrable Notes for
         resale by Holders in the manner or manners designated by them
         (including, without limitation, one or more underwritten offerings).
         The Company shall not permit any securities other than the Registrable
         Notes to be included in the Shelf Registration.

                  The Company shall use its reasonable best efforts to cause the
Shelf Registration to be declared effective under the Securities Act on or prior
to the Effectiveness Date and to keep the Shelf Registration continuously
effective under the Securities Act until the date that is two years from the
Issue Date or such shorter period ending when all Registrable Notes covered by
the Shelf Registration have been sold in the manner set forth and as
contemplated in the Shelf Registration or cease to be outstanding (the
"Effectiveness Period"); provided, however, that the Effectiveness Period in
respect of the Shelf Registration shall be extended to the extent required to
permit dealers to comply with the applicable prospectus delivery requirements of
Rule 174 under the Securities Act and as otherwise provided herein.

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                                       -9-

                  (b)      Withdrawal of Stop Orders. If the Shelf Registration
         ceases to be effective for any reason at any time during the
         Effectiveness Period (other than because of the sale of all of the
         securities registered thereunder), the Company shall use its best
         efforts to obtain the prompt withdrawal of any order suspending the
         effectiveness thereof.

                  (c)      Supplements and Amendments. The Company shall
         promptly supplement and amend the Shelf Registration if required by the
         rules, regulations or instructions applicable to the registration form
         used for such Shelf Registration, if required by the Securities Act, or
         if reasonably requested by the Holders of a majority in aggregate
         principal amount at maturity of the Registrable Notes covered by such
         Registration Statement or by any underwriter of such Registrable Notes.

4.       ADDITIONAL INTEREST

                  (a)      The Company and the Initial Purchaser agree that the
Holders of Registrable Notes will suffer damages if the Company fails to fulfill
its obligations under Section 2 or Section 3 hereof and that it would not be
feasible to ascertain the extent of such damages with precision. Accordingly,
the Company agrees to pay, as liquidated damages, additional interest on the
Notes ("Additional Interest") under the circumstances and to the extent set
forth below (without duplication):

                  (i)      if (A) neither the Exchange Offer Registration
         Statement nor the Shelf Registration has been filed on or prior to the
         applicable Filing Date or (B) notwithstanding that the Company has
         consummated or will consummate the Exchange Offer, the Company is
         required to file a Shelf Registration and such Shelf Registration is
         not filed on or prior to the Filing Date applicable thereto, then,
         commencing on the day after any such Filing Date, Additional Interest
         shall accrue on the Notes over and above the stated interest at a rate
         of 0.25% per annum for the first 90 days immediately following the
         Filing Date, such Additional Interest rate increasing by an additional
         0.25% per annum at the beginning of each subsequent 90-day period;

                  (ii)     if (A) neither the Exchange Offer Registration
         Statement nor the Initial Shelf Registration is declared effective by
         the SEC on or prior to 210 days after the Issue Date or (B)
         notwithstanding that the Company has consummated or will consummate the
         Exchange Offer, the Company is required to file a Shelf Registration
         and such Shelf Registration is not declared effective by the SEC on or
         prior to the 90th day following the date such Shelf Registration was
         filed, then, commencing on the day after such required effective date,
         Additional Interest shall accrue on the principal amount of the Notes
         at a rate of 0.25% per annum for the first 90 days immediately
         following each such filing date, such Additional Interest rate
         increasing by an additional 0.25% per annum at the beginning of each
         subsequent 90-day period; and

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                                      -10-

                  (iii)    if either (A) the Company has not exchanged Exchange
         Notes for all Notes validly tendered in accordance with the terms of
         the Exchange Offer on or prior to the 45th day after the date on which
         the Exchange Offer Registration Statement was declared effective or (B)
         if applicable, a Shelf Registration has been declared effective and
         such Shelf Registration ceases to be effective at any time prior to the
         second anniversary of the Issue Date (other than after such time as all
         Notes have been disposed of thereunder), then Additional Interest shall
         accrue on the principal amount of the Notes at a rate of 0.25% per
         annum for the first 90 days commencing on (x) the 46th day after such
         effective date, in the case of (A) above, or (y) the day such Shelf
         Registration ceases to be effective, in the case of (B) above, such
         Additional Interest rate increasing by an additional 0.25% per annum at
         the beginning of each such subsequent 90-day period;

provided, however, that the Additional Interest rate on the Notes may not accrue
under more than one of the foregoing clauses (i) through (iii) of this Section
4(a) at the same time and at no time shall the aggregate amount of Additional
Interest accruing exceed at any one time in the aggregate 1.0% per annum; and
provided, further, that (1) upon the filing of the Exchange Offer Registration
Statement or a Shelf Registration (in the case of clause (i) of this Section
4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement
or the Shelf Registration (in the case of clause (ii) of this Section 4(a)), or
(3) upon the exchange of Exchange Notes for all Notes tendered (in the case of
clause (iii)(A) of this Section 4(a)), or upon the effectiveness of the
applicable Shelf Registration that had ceased to remain effective (in the case
of (iii)(B) of this Section 4(a)), Additional Interest on the Notes as a result
of such clause (or the relevant subclause thereof), as the case may be, shall
cease to accrue.

                  (b)      The Company shall notify the Trustee within three
business days after each and every date on which an event occurs in respect of
which Additional Interest is required to be paid (an "Event Date"). Any amounts
of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this
Section 4 on or prior to February 1, 2009 shall be added to the Accreted Value
of each Note and all Additional Interest due thereafter shall be payable in
cash, in each case, semi-annually on each February 1 and August 1 (to the
holders of record on the January 15 and July 15 immediately preceding such
dates), in each case, commencing with the first such date occurring after any
such Additional Interest commences to accrue. The amount of Additional Interest
will be determined by multiplying the applicable Additional Interest rate by the
Accreted Value of the Registrable Notes, multiplied by a fraction, the numerator
of which is the number of days such Additional Interest rate was applicable
during such period (determined on the basis of a 360-day year consisting of
twelve 30-day months and, in the case of a partial month, the actual number of
days elapsed) and the denominator of which is 360.

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                                      -11-

5.       REGISTRATION PROCEDURES

                  In connection with the filing of any Registration Statement
pursuant to Sections 2 or 3 hereof, the Company shall effect such registrations
to permit the sale of the securities covered thereby in accordance with the
intended method or methods of disposition thereof, and pursuant thereto and in
connection with any Registration Statement filed by the Company hereunder, the
Company shall:

                  (a)      Prepare and file with the SEC prior to the Filing
         Date, a Registration Statement or Registration Statements as prescribed
         by Sections 2 or 3 hereof, and use its reasonable best efforts to cause
         each such Registration Statement to become effective and remain
         effective as provided herein; provided, however, that, if (1) such
         filing is pursuant to Section 3 hereof or (2) a Prospectus contained in
         an Exchange Offer Registration Statement filed pursuant to Section 2
         hereof is required to be delivered under the Securities Act by any
         Participating Broker-Dealer who seeks to sell Exchange Notes during the
         Applicable Period, before filing any Registration Statement or
         Prospectus or any amendments or supplements thereto, the Company shall
         furnish to and afford the Holders of the Registrable Notes covered by
         such Registration Statement or each such Participating Broker-Dealer,
         as the case may be, their counsel and the managing underwriters, if
         any, a reasonable opportunity to review copies of all such documents
         (including copies of any documents to be incorporated by reference
         therein and all exhibits thereto) proposed to be filed (in each case at
         least three business days prior to such filing). The Company shall not
         file any Registration Statement or Prospectus or any amendments or
         supplements thereto if the Holders of a majority in aggregate principal
         amount at maturity of the Registrable Notes covered by such
         Registration Statement, or any such Participating Broker-Dealer, as the
         case may be, or their counsel, or the managing underwriters, if any,
         shall reasonably object on a timely basis.

                  (b)      Prepare and file with the SEC such amendments and
         post-effective amendments to each Shelf Registration or Exchange Offer
         Registration Statement, as the case may be, as may be necessary to keep
         such Registration Statement continuously effective for the
         Effectiveness Period or the Applicable Period, as the case may be;
         cause the related Prospectus to be supplemented by any prospectus
         supplement required by applicable law, and as so supplemented to be
         filed pursuant to Rule 424 (or any similar provisions then in force)
         promulgated under the Securities Act; and comply in all material
         respects with the provisions of the Securities Act and the Exchange Act
         applicable to it with respect to the disposition of all securities
         covered by such Registration Statement as so amended or in such
         Prospectus as so supplemented and with respect to the subsequent resale
         of any securities being sold by a Participating Broker-Dealer covered
         by any such Prospectus; the Company shall be deemed not to have used
         its reasonable best efforts to keep a Registration Statement effective
         during

<PAGE>

                                      -12-

         the Applicable Period if the Company voluntarily takes any action that
         would result in selling Holders of the Registrable Notes covered
         thereby or Participating Broker-Dealers seeking to sell Exchange Notes
         not being able to sell such Registrable Notes or such Exchange Notes
         during that period, unless such action is required by applicable law or
         unless the Company complies in all material respects with this
         Agreement, including without limitation, the provisions of paragraph
         5(k) hereof and the last paragraph of this Section 5.

                  (c)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof or (2) a Prospectus contained in an Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, the Company shall notify the selling Holders of Registrable
         Notes, or each such Participating Broker-Dealer, as the case may be,
         their counsel and the managing underwriters, if any, promptly (but in
         any event within two business days) and confirm such notice in writing,
         (i) when a Prospectus or any Prospectus supplement or post-effective
         amendment has been filed, and, with respect to a Registration Statement
         or any post-effective amendment, when the same has become effective
         under the Securities Act (including in such notice a written statement
         that any Holder may, upon request, obtain, at the sole expense of the
         Company, one conformed copy of such Registration Statement or
         post-effective amendment including financial statements and schedules,
         documents incorporated or deemed to be incorporated by reference and
         exhibits), (ii) of the issuance by the SEC of any stop order suspending
         the effectiveness of a Registration Statement or of any order
         preventing or suspending the use of any preliminary prospectus or the
         initiation of any proceedings for that purpose, (iii) if at any time
         when a prospectus is required by the Securities Act to be delivered in
         connection with sales of the Registrable Securities or resales of
         Exchange Notes by Participating Broker-Dealers the representations and
         warranties of the Company contained in any agreement (including any
         underwriting agreement), contemplated by Section 5(n) hereof cease to
         be true and correct, (iv) of the receipt by the Company of any
         notification with respect to the suspension of the qualification or
         exemption from qualification of a Registration Statement or any of the
         Registrable Notes or the Exchange Notes to be sold by any Participating
         Broker-Dealer for offer or sale in any jurisdiction, or the initiation
         or written threat of any proceeding for such purpose, (v) of the
         happening of any event, the existence of any condition or any
         information becoming known that makes any statement made in such
         Registration Statement or related Prospectus or any document
         incorporated or deemed to be incorporated therein by reference untrue
         in any material respects or that requires the making of any material
         changes in or amendments or supplements to such Registration Statement,
         Prospectus or documents so that, in the case of the Registration
         Statement, it will not contain any untrue statement of a material fact
         or omit to state any material fact required to be stated therein or
         necessary to make the statements therein not misleading, and that in
         the case of the

<PAGE>

                                      -13-

         Prospectus, it will not contain any untrue statement of a material fact
         or omit to state any material fact required to be stated therein or
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading and (vi) of
         the Company's determination that a post-effective amendment to a
         Registration Statement would be appropriate.

                  (d)      Use its reasonable best efforts to prevent the
         issuance of any order suspending the effectiveness of a Registration
         Statement or of any order preventing or suspending the use of a
         Prospectus or suspending the qualification (or exemption from
         qualification) of any of the Registrable Notes or the Exchange Notes
         for sale in any jurisdiction and, if any such order is issued, to use
         their reasonable best efforts to obtain the withdrawal of any such
         order at the earliest possible moment.

                  (e)      If a Shelf Registration is filed pursuant to Section
         3 and if requested by the managing underwriter or underwriters, if any,
         or the Holders of a majority in aggregate principal amount at maturity
         of the Registrable Notes being sold in connection with an underwritten
         offering, (i) promptly incorporate in a prospectus supplement or
         post-effective amendment such information as the managing underwriter
         or underwriters, if any, such Holders or counsel for any of them
         determine is reasonably necessary to be included therein, (ii) make all
         required filings of such prospectus supplement or such post-effective
         amendment as soon as practicable after the Company has received
         notification of the matters to be incorporated in such prospectus
         supplement or post-effective amendment and (iii) supplement or make
         amendments to such Registration Statement; provided, however, that the
         Company shall not be required to take any action pursuant to this
         Section 5(e) that would, in the opinion of counsel for the Company,
         violate applicable law.

                  (f)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof or (2) a Prospectus contained in an Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, furnish to each selling Holder of Registrable Notes and to each
         such Participating Broker-Dealer who so requests and to their
         respective counsel and each managing underwriter, if any, at the sole
         expense of the Company, one conformed copy of the Registration
         Statement or Registration Statements and each post-effective amendment
         thereto, including financial statements and schedules and, if
         requested, all documents incorporated or deemed to be incorporated
         therein by reference and all exhibits.

                  (g)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof or (2) a Prospectus contained in an Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, de-

<PAGE>

                                      -14-

         liver to each selling Holder of Registrable Notes, or each such
         Participating Broker-Dealer, as the case may be, their respective
         counsel and the underwriters, if any, at the sole expense of the
         Company, as many copies of the Prospectus or Prospectuses (including
         each form of preliminary prospectus) and each amendment or supplement
         thereto and any documents incorporated by reference therein as such
         Persons may reasonably request; and, subject to the last paragraph of
         this Section 5, the Company hereby consents to the use of such
         Prospectus and each amendment or supplement thereto by each of the
         selling Holders of Registrable Notes or each such Participating
         Broker-Dealer, as the case may be, and the underwriters or agents, if
         any, and dealers, if any, in connection with the offering and sale of
         the Registrable Notes covered by, or the sale by Participating
         Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and
         any amendment or supplement thereto.

                  (h)      Prior to any public offering of Registrable Notes or
         Exchange Notes or any delivery of a Prospectus contained in the
         Exchange Offer Registration Statement by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, to use its reasonable best efforts to register or qualify and
         to cooperate with the selling Holders of Registrable Notes or each such
         Participating Broker-Dealer, as the case may be, the managing
         underwriter or underwriters, if any, and their respective counsel in
         connection with the registration or qualification (or exemption from
         such registration or qualification) of such Registrable Notes for offer
         and sale under the securities or Blue Sky laws of such jurisdictions
         within the United States as any selling Holder, Participating
         Broker-Dealer or the managing underwriter or underwriters reasonably
         request in writing; provided, however, that where Exchange Notes held
         by Participating Broker-Dealers or Registrable Notes are offered other
         than through an underwritten offering, the Company agrees to cause
         their counsel to perform Blue Sky investigations and file registrations
         and qualifications required to be filed pursuant to this Section 5(h);
         use its reasonable best efforts to keep each such registration or
         qualification (or exemption therefrom) effective during the period such
         Registration Statement is required to be kept effective and do any and
         all other acts or things reasonably necessary or advisable to enable
         the disposition in such jurisdictions of the Exchange Notes held by
         Participating Broker-Dealers or the Registrable Notes covered by the
         applicable Registration Statement; provided, however, that the Company
         shall not be required to (A) qualify generally to do business in any
         jurisdiction where it is not then so qualified, (B) take any action
         that would subject it to general service of process in any such
         jurisdiction where it is not then so subject or (C) subject itself to
         taxation in any such jurisdiction where it is not then so subject.

                  (i)      If a Shelf Registration is filed pursuant to Section
         3 hereof, cooperate with the selling Holders of Registrable Notes and
         the managing underwriter or underwriters, if any, to facilitate the
         timely preparation and delivery of certificates representing
         Registrable Notes to be sold, which certificates shall not bear any
         restrictive

<PAGE>

                                      -15-

         legends and shall be in a form eligible for deposit with The Depository
         Trust Company; and enable such Registrable Notes to be in such
         denominations and registered in such names as the managing underwriter
         or underwriters, if any, or Holders may reasonably request.

                  (j)      Use their respective reasonable best efforts to cause
         the Registrable Notes covered by the Registration Statement to be
         registered with or approved by such other governmental agencies or
         authorities as may be necessary to enable the Holders thereof or the
         underwriter or underwriters, if any, to consummate the disposition of
         such Registrable Notes, except as may be required solely as a
         consequence of the nature of such selling Holder's business, in which
         case the Company will cooperate in all reasonable respects with the
         filing of such Registration Statement and the granting of such
         approvals.

                  (k)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof or (2) a Prospectus contained in an Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, upon the occurrence of any event contemplated by paragraph
         5(c)(v) or 5(c)(vi) hereof, as promptly as practicable, prepare and
         (subject to Section 5(a) hereof) file with the SEC, at the Company's
         sole expense, a supplement or post-effective amendment to the
         Registration Statement or a supplement to the related Prospectus or any
         document incorporated or deemed to be incorporated therein by
         reference, or file any other required document so that, as thereafter
         delivered to the purchasers of the Registrable Notes being sold
         thereunder or to the purchasers of the Exchange Notes to whom such
         Prospectus will be delivered by a Participating Broker-Dealer, any such
         Prospectus will not contain an untrue statement of a material fact or
         omit to state a material fact required to be stated therein or
         necessary to make the statements therein, in the light of the
         circumstances under which they were made, not misleading.

                  (l)      Use its reasonable best efforts to cause the
         Registrable Notes covered by a Registration Statement or the Exchange
         Notes, as the case may be, to be rated with the appropriate rating
         agencies, if so requested by the Holders of a majority in aggregate
         principal amount at maturity of Registrable Notes covered by such
         Registration Statement or the Exchange Notes, as the case may be, or
         the managing underwriter or underwriters, if any.

                  (m)      Prior to the effective date of the first Registration
         Statement relating to the Registrable Notes, (i) provide the Trustee
         with certificates for the Registrable Notes or Exchange Notes, as the
         case may be, in a form eligible for deposit with Euroclear and
         Clearstream and (ii) provide a CUSIP number for the Registrable Notes
         or Exchange Notes, as the case may be.

<PAGE>

                                      -16-

                  (n)      In connection with any underwritten offering of
         Registrable Notes pursuant to a Shelf Registration, enter into an
         underwriting agreement as is customary in underwritten offerings of
         debt securities similar to the Notes and take all such other actions as
         are reasonably requested by the managing underwriter or underwriters in
         order to expedite or facilitate the registration or the disposition of
         such Registrable Notes and, in such connection, (i) make such
         representations and warranties to, and covenants with, the underwriters
         with respect to the business of the Company and its subsidiaries
         (including any acquired business, properties or entity, if applicable)
         and the Registration Statement, Prospectus and documents, if any,
         incorporated or deemed to be incorporated by reference therein, in each
         case, as are customarily made by issuers to underwriters in
         underwritten offerings of debt securities similar to the Notes, and
         confirm the same in writing if and when requested; (ii) obtain the
         written opinion of counsel to the Company and written updates thereof
         in form, scope and substance reasonably satisfactory to the managing
         underwriter or underwriters, addressed to the underwriters covering the
         matters customarily covered in opinions requested in underwritten
         offerings of debt similar to the Notes and such other matters as may be
         reasonably requested by the managing underwriter or underwriters; (iii)
         obtain "cold comfort" letters and updates thereof in form, scope and
         substance reasonably satisfactory to the managing underwriter or
         underwriters from the independent certified public accountants of the
         Company (and, if necessary, any other independent certified public
         accountants of any subsidiary of the Company or of any business
         acquired by the Company for which financial statements and financial
         data are, or are required to be, included or incorporated by reference
         in the Registration Statement), addressed to each of the underwriters,
         such letters to be in customary form and covering matters of the type
         customarily covered in "cold comfort" letters in connection with
         underwritten offerings of debt securities similar to the Notes and such
         other matters as reasonably requested by the managing underwriter or
         underwriters; and (iv) if an underwriting agreement is entered into,
         the same shall contain indemnification provisions and procedures no
         less favorable than those set forth in Section 7 hereof (or such other
         provisions and procedures acceptable to Holders of a majority in
         aggregate principal amount at maturity of Registrable Notes covered by
         such Registration Statement and the managing underwriter or
         underwriters or agents) with respect to all parties to be indemnified
         pursuant to said Section. The above shall be done at each closing under
         such underwriting agreement, or as and to the extent required
         thereunder.

                  (o)      If (1) a Shelf Registration is filed pursuant to
         Section 3 hereof or (2) a Prospectus contained in an Exchange Offer
         Registration Statement filed pursuant to Section 2 hereof is required
         to be delivered under the Securities Act by any Participating
         Broker-Dealer who seeks to sell Exchange Notes during the Applicable
         Period, upon reasonable advance notice make available for inspection by
         any selling Holder of such Registrable Notes being sold, or each such
         Participating Broker-Dealer, as the case may be, any underwriter
         participating in any such disposition of Registrable

<PAGE>

                                      -17-

         Notes, if any, and any attorney, accountant or other agent retained by
         any such selling Holder or each such Participating Broker-Dealer, as
         the case may be, or underwriter (collectively, the "Inspectors"), at
         the offices where normally kept, during reasonable business hours
         without interfering in the orderly business of the Company, all
         financial and other relevant records, pertinent corporate documents and
         instruments of the Company and its subsidiaries (collectively, the
         "Records") as shall be reasonably necessary to enable them to exercise
         any applicable due diligence responsibilities, and cause the respective
         officers, directors and employees of the Company and its subsidiaries
         to supply all information reasonably requested by any such Inspector in
         connection with such Registration Statement. Any such access granted to
         the Inspectors under this Section 5(o) shall be subject to the prior
         receipt by the Company of written undertakings, in form and substance
         reasonably satisfactory to the Company, to preserve the confidentiality
         of any information deemed by the Company to be confidential. Records
         that the Company determines, in good faith, to be confidential and any
         Records that they notify the Inspectors are confidential shall not be
         disclosed by the Inspectors unless (i) the Company based upon advice of
         counsel determines that disclosure of such Records is necessary to
         avoid or correct a material misstatement or omission in such
         Registration Statement, (ii) the release of such Records is ordered
         pursuant to a subpoena or other order from a court of competent
         jurisdiction, (iii) after giving reasonable prior notice to the
         Company, disclosure of such information is, in the opinion of counsel
         for any Inspector, necessary or advisable in connection with any
         action, claim, suit or proceeding, directly or indirectly, involving or
         potentially involving such Inspector and arising out of, based upon,
         relating to or involving this Agreement or any transactions
         contemplated hereby or arising hereunder or (iv) the information in
         such Records has been made generally available to the public. Each
         selling Holder of such Registrable Notes and each such Participating
         Broker-Dealer will be required to agree that information obtained by it
         as a result of such inspections shall be deemed confidential and shall
         not be used by it as the basis for any market transactions in the
         securities of the Company unless and until such information is
         generally available to the public. Each selling Holder of such
         Registrable Notes and each such Participating Broker-Dealer will be
         required to further agree that it will, upon learning that disclosure
         of such Records is sought in a court of competent jurisdiction, give
         notice to the Company and allow the Company to undertake appropriate
         action to prevent disclosure of the Records deemed confidential at the
         Company's sole expense.

                  (p)      Provide an indenture trustee for the Registrable
         Notes or the Exchange Notes, as the case may be, and cause the
         Indenture or the trust indenture provided for in Section 2(a) hereof,
         as the case may be, to be qualified under the TIA not later than the
         effective date of the Exchange Offer or the first Registration
         Statement relating to the Registrable Notes; and in connection
         therewith, cooperate with the trustee under any such indenture and the
         Holders of the Registrable Notes, to effect such changes to such
         indenture as may be required for such indenture to be so qualified in
         accordance

<PAGE>

                                      -18-

         with the terms of the TIA; and execute, and use its reasonable best
         efforts to cause such trustee to execute, all documents as may be
         required to effect such changes and all other forms and documents
         required to be filed with the SEC to enable such indenture to be so
         qualified in a timely manner.

                  (q)      Comply in all material respects with all applicable
         rules and regulations of the SEC and make generally available to its
         securityholders earning statements satisfying the provisions of Section
         11(a) of the Securities Act and Rule 158 thereunder (or any similar
         rule promulgated under the Securities Act) no later than 45 days after
         the end of any 12-month period (or 90 days after the end of any
         12-month period if such period is a fiscal year) (i) commencing at the
         end of any fiscal quarter in which Registrable Notes are sold to
         underwriters in a firm commitment or reasonable best efforts
         underwritten offering and (ii) if not sold to underwriters in such an
         offering, commencing on the first day of the first fiscal quarter of
         the Company after the effective date of a Registration Statement, which
         statements shall cover said 12-month periods.

                  (r)      Upon consummation of an Exchange Offer or a Private
         Exchange, obtain an opinion of counsel to the Company, who may, at the
         Company's election, be internal counsel to the Company, in a form
         customary for underwritten transactions, addressed to the Trustee for
         the benefit of all Holders of Registrable Notes participating in the
         Exchange Offer or the Private Exchange, as the case may be, that the
         Exchange Notes or Private Exchange Notes, as the case may be, and the
         related indenture constitute legal, valid and binding obligations of
         the Company, enforceable against the Company in accordance with its
         respective terms, subject to customary exceptions and qualifications.

                  (s)      If an Exchange Offer or a Private Exchange is to be
         consummated, upon delivery of the Registrable Notes by Holders to the
         Company (or to such other Person as directed by the Company) in
         exchange for the Exchange Notes or the Private Exchange Notes, as the
         case may be, the Company shall mark, or cause to be marked, on such
         Registrable Notes that such Registrable Notes are being cancelled in
         exchange for the Exchange Notes or the Private Exchange Notes, as the
         case may be; in no event shall such Registrable Notes be marked as paid
         or otherwise satisfied.

                  (t)      Cooperate with each seller of Registrable Notes
         covered by any Registration Statement and each underwriter, if any,
         participating in the disposition of such Registrable Notes and their
         respective counsel in connection with any filings required to be made
         with the National Association of Securities Dealers, Inc. (the "NASD").

                  (u)      Use their respective reasonable best efforts to take
         all other steps necessary or advisable to effect the registration of
         the Registrable Notes covered by a Registration Statement contemplated
         hereby.

<PAGE>

                                      -19-

                  The Company may require each seller of Registrable Notes as to
which any registration is being effected to furnish to the Company such
information regarding such seller and the distribution of such Registrable Notes
as the Company may, from time to time, reasonably request. The Company may
exclude from such registration the Registrable Notes of any seller who
unreasonably fails to furnish such information within a reasonable time after
receiving such request and in such event shall have no further obligation under
this Agreement (including, without limitation, obligations under Section 4
hereof) with respect to such seller or any subsequent holder of such Registrable
Notes. Each seller as to which any Shelf Registration is being effected agrees
to furnish promptly to the Company all information required to be disclosed in
order to make the information previously furnished to the Company by such seller
not materially misleading.

                  Each Holder of Registrable Notes and each Participating
Broker-Dealer agrees by acquisition of such Registrable Notes or Exchange Notes
to be sold by such Participating Broker-Dealer, as the case may be, that, upon
actual receipt of any notice from the Company of the happening of any event of
the kind described in Sections 5(c)(ii), 5(c)(iv), 5(c)(v) or 5(c)(vi) hereof,
such Holder will forthwith discontinue disposition of such Registrable Notes
covered by such Registration Statement or Prospectus or Exchange Notes to be
sold by such Holder or Participating Broker-Dealer, as the case may be, until
such Holder's or Participating Broker-Dealer's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 5(k) hereof, or until
it is advised in writing (the "Advice") by the Company that the use of the
applicable Prospectus may be resumed, and has received copies of any amendments
or supplements thereto. During any such discontinuance, no Additional Interest
shall accrue or otherwise be payable on the Registrable Notes. In the event that
the Company shall give any such notice, each of the Effectiveness Period and the
Applicable Period shall be extended by the number of days during such periods
from and including the date of the giving of such notice to and including the
date when each seller of Registrable Notes covered by such Registration
Statement or Exchange Notes to be sold by such Participating Broker-Dealer, as
the case may be, shall have received (x) the copies of the supplemented or
amended Prospectus contemplated by Section 5(k) hereof or (y) the Advice.

6.       REGISTRATION EXPENSES

                  (a)      All fees and expenses incident to the performance of
         or compliance with this Agreement by the Company shall be borne by the
         Company whether or not the Exchange Offer or a Shelf Registration is
         filed or becomes effective, including, without limitation, (i) all
         registration and filing fees (including, without limitation, (A) fees
         with respect to filings required to be made with the NASD in connection
         with an underwritten offering and (B) fees and expenses of compliance
         with state securities or Blue Sky laws (including, without limitation,
         reasonable fees and disbursements of counsel in connection with Blue
         Sky qualifications of the Registrable Notes or Exchange Notes and
         determination of the eligibility of the Registrable Notes or Exchange
         Notes for investment under the laws of such jurisdic-

<PAGE>


                                      -20-

         tions (x) where the holders of Registrable Notes are located, in the
         case of the Exchange Notes, or (y) as provided in Section 5(h) hereof,
         in the case of Registrable Notes or Exchange Notes to be sold by a
         Participating Broker-Dealer during the Applicable Period)), (ii)
         printing expenses, including, without limitation, expenses of printing
         certificates for Registrable Notes or Exchange Notes in a form eligible
         for deposit with The Depository Trust Company and of printing
         prospectuses if the printing of prospectuses is requested by the
         managing underwriter or underwriters, if any, by the Holders of a
         majority in aggregate principal amount at maturity of the Registrable
         Notes included in any Registration Statement or sold by any
         Participating Broker-Dealer, as the case may be, (iii) reasonable
         messenger, telephone and delivery expenses, (iv) fees and disbursements
         of counsel for the Company and reasonable fees and disbursements of
         special counsel for the sellers of Registrable Notes (subject to the
         provisions of Section 6(b) hereof), (v) fees and disbursements of all
         independent certified public accountants referred to in Section
         5(n)(iii) hereof (including, without limitation, the expenses of any
         special audit and "cold comfort" letters required by or incident to
         such performance), (vi) rating agency fees, if any, and any fees
         associated with making the Registrable Notes or Exchange Notes eligible
         for trading through The Depository Trust Company, (vii) Securities Act
         liability insurance, if the Company desires such insurance, (viii) fees
         and expenses of all other Persons retained by the Company, (ix)
         internal expenses of the Company (including, without limitation, all
         salaries and expenses of officers and employees of the Company
         performing legal or accounting duties), (x) the expense of any annual
         audit, (xi) the fees and expenses incurred in connection with the
         listing of the securities to be registered on any securities exchange,
         if applicable, and (xii) the expenses relating to printing, word
         processing and distributing of all Registration Statements,
         underwriting agreements, securities sales agreements, indentures and
         any other documents necessary to comply with this Agreement.

                  (b)      The Company shall reimburse the Holders of the
         Registrable Notes being registered in a Shelf Registration for the
         reasonable fees and disbursements of not more than one counsel chosen
         by the Holders of a majority in aggregate principal amount at maturity
         of the Registrable Notes to be included in such Registration Statement.

         7.       INDEMNIFICATION

                  (a)      The Company agrees to indemnify and hold harmless
         each Holder of Registrable Notes offered pursuant to a Shelf
         Registration Statement and each Participating Broker-Dealer selling
         Exchange Notes during the Applicable Period, the officers and directors
         of each such Person or its affiliates, and each other Person, if any,
         who controls any such Person or its affiliates within the meaning of
         either Section 15 of the Securities Act or Section 20 of the Exchange
         Act (each, a "Participant"), from and against any and all losses,
         claims, damages and liabilities (including, without limitation, the
         reasonable legal fees and other expenses actually incurred in
         connection with any suit, action or proceeding or any claim asserted)
         caused by, arising out of or based upon any untrue statement or alleged
         untrue statement of a material fact contained in any Registration
         Statement pursuant to which the offering

<PAGE>

                                      -21-

         of such Registrable Notes or Exchange Notes, as the case may be, is
         registered (or any amendment thereto) or related Prospectus (or any
         amendments or supplements thereto) or any related preliminary
         prospectus, or caused by, arising out of or based upon any omission or
         alleged omission to state therein a material fact required to be stated
         therein or necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading; provided,
         however, that the Company will not be required to indemnify a
         Participant if (i) such losses, claims, damages or liabilities are
         caused by any untrue statement or omission or alleged untrue statement
         or omission made in reliance upon and in conformity with information
         relating to any Participant furnished to the Company in writing by or
         on behalf of such Participant expressly for use therein or (ii) if such
         Participant sold to the person asserting the claim the Registrable
         Notes or Exchange Notes that are the subject of such claim and such
         untrue statement or omission or alleged untrue statement or omission
         was contained or made in any preliminary prospectus and corrected in
         the Prospectus or any amendment or supplement thereto and the
         Prospectus does not contain any other untrue statement or omission or
         alleged untrue statement or omission of a material fact that was the
         subject matter of the related proceeding and it is established by the
         Company in the related proceeding that such Participant failed to
         deliver or provide a copy of the Prospectus (as amended or
         supplemented) to such Person with or prior to the confirmation of the
         sale of such Registrable Notes or Exchange Notes sold to such Person if
         required by applicable law, unless such failure to deliver or provide a
         copy of the Prospectus (as amended or supplemented) was a result of
         noncompliance by the Company with Section 5 of this Agreement.

                  (b)      Each Participant agrees, severally and not jointly,
         to indemnify and hold harmless the Company, the Company's directors and
         officers and each Person who controls the Company within the meaning of
         Section 15 of the Securities Act or Section 20 of the Exchange Act to
         the same extent as the foregoing indemnity from the Company to each
         Participant, but only (i) with reference to information relating to
         such Participant furnished to the Company in writing by or on behalf of
         such Participant expressly for use in any Registration Statement or
         Prospectus, any amendment or supplement thereto or any preliminary
         prospectus or (ii) with respect to any untrue statement or
         representation made by such Participant in writing to the Company. The
         liability of any Participant under this paragraph shall in no event
         exceed the proceeds received by such Participant from sales of
         Registrable Notes or Exchange Notes giving rise to such obligations.

                  (c)      If any suit, action, proceeding (including any
         governmental or regulatory investigation), claim or demand shall be
         brought or asserted against any Person in respect of which indemnity
         may be sought pursuant to either of the two preceding paragraphs, such
         Person (the "Indemnified Person") shall promptly notify the Person
         against whom such indemnity may be sought (the "Indemnifying Person")
         in writing, and the Indemnifying Person, upon request of the
         Indemnified Person, shall retain counsel reasonably satisfactory to the
         Indemnified Person to represent the Indemnified Person and any others
         the Indemnifying Person may reasonably designate in such proceeding and
         shall pay the reasonable fees and expenses

<PAGE>

                                      -22-

         actually incurred by such counsel related to such proceeding; provided,
         however, that the failure to so notify the Indemnifying Person shall
         not relieve it of any obligation or liability that it may have
         hereunder or otherwise (unless and only to the extent that such failure
         directly results in the loss or compromise of any material rights or
         defenses by the Indemnifying Person and the Indemnifying Person was not
         otherwise aware of such action or claim). In any such proceeding, any
         Indemnified Person shall have the right to retain its own counsel, but
         the fees and expenses of such counsel shall be at the expense of such
         Indemnified Person unless (i) the Indemnifying Person and the
         Indemnified Person shall have mutually agreed in writing to the
         contrary, (ii) the Indemnifying Person shall have failed within a
         reasonable period of time to retain counsel reasonably satisfactory to
         the Indemnified Person or (iii) the named parties in any such
         proceeding (including any impleaded parties) include both the
         Indemnifying Person and the Indemnified Person and representation of
         both parties by the same counsel would be inappropriate due to actual
         or potential differing interests between them. It is understood that,
         unless there exists a conflict among Indemnified Persons, the
         Indemnifying Person shall not, in connection with any one such
         proceeding or separate but substantially similar related proceeding in
         the same jurisdiction arising out of the same general allegations, be
         liable for the fees and expenses of more than one separate firm (in
         addition to any local counsel) for all Indemnified Persons, and that
         all such fees and expenses shall be reimbursed promptly as they are
         incurred. Any such separate firm for the Participants and such control
         Persons of Participants shall be designated in writing by Participants
         who sold a majority in interest of Registrable Notes and Exchange Notes
         sold by all such Participants and any such separate firm for the
         Company, its directors, its officers and such control Persons of the
         Company shall be designated in writing by the Company. The Indemnifying
         Person shall not be liable for any settlement of any proceeding
         effected without its prior written consent, but if settled with such
         consent or if there be a final non-appealable judgment for the
         plaintiff for which the Indemnified Person is entitled to
         indemnification pursuant to this Agreement, the Indemnifying Person
         agrees to indemnify and hold harmless each Indemnified Person from and
         against any loss or liability by reason of such settlement or judgment.
         No Indemnifying Person shall, without the prior written consent of the
         Indemnified Person (which consent shall not be unreasonably withheld or
         delayed), effect any settlement or compromise of any pending or
         threatened proceeding in respect of which any Indemnified Person is or
         could have been a party, and indemnity could have been sought hereunder
         by such Indemnified Person, unless such settlement (A) includes an
         unconditional written release of such Indemnified Person, in form and
         substance reasonably satisfactory to such Indemnified Person, from all
         liability on claims that are the subject matter of such proceeding and
         (B) does not include any statement as to an admission of fault,
         culpability or failure to act by or on behalf of any Indemnified
         Person.

                  (d)      If the indemnification provided for in the first and
         second paragraphs of this Section 7 is for any reason unavailable to,
         or insufficient to hold harmless, an Indemnified Person in respect of
         any losses, claims, damages or liabilities referred to therein, then
         each Indemnifying Person under such paragraphs, in lieu of indemnifying
         such Indemnified Person thereunder and in order to provide for just and
         equitable contribution, shall contribute to the

<PAGE>

                                      -23-

         amount paid or payable by such Indemnified Person as a result of such
         losses, claims, damages or liabilities in such proportion as is
         appropriate to reflect the relative fault of the Indemnifying Person or
         Persons on the one hand and the Indemnified Person or Persons on the
         other in connection with the statements or omissions or alleged
         statements or omissions that resulted in such losses, claims, damages
         or liabilities (or actions in respect thereof). The relative fault of
         the parties shall be determined by reference to, among other things,
         whether the untrue or alleged untrue statement of a material fact or
         the omission or alleged omission to state a material fact relates to
         information supplied by the Company on the one hand or such Participant
         or such other Indemnified Person, as the case may be, on the other, the
         parties' relative intent, knowledge, access to information and
         opportunity to correct or prevent such statement or omission, and any
         other equitable considerations appropriate in the circumstances.

                  (e)      The parties agree that it would not be just and
         equitable if contribution pursuant to this Section 7 were determined by
         pro rata allocation (even if the Participants were treated as one
         entity for such purpose) or by any other method of allocation that does
         not take account of the equitable considerations referred to in the
         immediately preceding paragraph. The amount paid or payable by an
         Indemnified Person as a result of the losses, claims, damages and
         liabilities referred to in the immediately preceding paragraph shall be
         deemed to include, subject to the limitations set forth above, any
         reasonable legal or other expenses actually incurred by such
         Indemnified Person in connection with investigating or defending any
         such action or claim. Notwithstanding the provisions of this Section 7,
         in no event shall a Participant be required to contribute any amount in
         excess of the amount by which proceeds received by such Participant
         from sales of Registrable Notes or Exchange Notes, as the case may be,
         exceeds the amount of any damages that such Participant has otherwise
         been required to pay or has paid by reason of such untrue or alleged
         untrue statement or omission or alleged omission. No Person guilty of
         fraudulent misrepresentation (within the meaning of Section 11(f) of
         the Securities Act) shall be entitled to contribution from any Person
         who was not guilty of such fraudulent misrepresentation.

                  (f)      The indemnity and contribution agreements contained
         in this Section 7 will be in addition to any liability that the
         Indemnifying Persons may otherwise have to the Indemnified Persons
         referred to above.

         8.       RULE 144 AND 144A

                  The Company covenants that it will file the reports required
         to be filed by it under the Securities Act and the Exchange Act and the
         rules and regulations adopted by the SEC thereunder in a timely manner
         in accordance with the requirements of the Securities Act and the
         Exchange Act and, if at any time the Company is not required to file
         such reports, it will, upon the request of any Holder of Registrable
         Notes, make publicly available annual reports and such information,
         documents and other reports of the type specified in Sections 13

<PAGE>

                                      -24-

and 15(d) of the Exchange Act. The Company further covenants for so long as any
Registrable Notes remain outstanding, to make available to any Holder or
beneficial owner of Registrable Notes in connection with any sale thereof and
any prospective purchaser of such Registrable Notes from such Holder or
beneficial owner the information required by Rule 144A(d)(4) under the
Securities Act in order to permit resales of such Registrable Notes pursuant to
Rule 144A.

9.       UNDERWRITTEN REGISTRATIONS

                  If any of the Registrable Notes covered by any Shelf
Registration are to be sold in an underwritten offering, the investment banker
or investment bankers and manager or managers that will manage the offering will
be selected by the Holders of a majority in aggregate principal amount at
maturity of such Registrable Notes included in such offering and reasonably
acceptable to the Company.

                  No Holder of Registrable Notes may participate in any
underwritten registration hereunder unless such Holder (a) agrees to sell such
Holder's Registrable Notes on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents required
under the terms of such underwriting arrangements.

10.      MISCELLANEOUS

                  (a)      No Inconsistent Agreements. The Company has not
entered into, as of the date hereof, and shall not, after the date of this
Agreement, enter into any agreement with respect to any of the Company's
securities that is inconsistent with the rights granted to the Holders of
Registrable Notes in this Agreement or otherwise conflicts with the provisions
hereof. The Company has not entered and will not enter into any agreement with
respect to any of the Company's securities that will grant to any Person
piggy-back registration rights with respect to a Registration Statement.

                  (b)      Adjustments Affecting Registrable Securities. The
Company shall not, directly or indirectly, take any action with respect to the
Registrable Notes as a class that would adversely affect the ability of the
Holders of Registrable Notes to include such Registrable Notes in a registration
undertaken pursuant to this Agreement.

                  (c)      Amendments and Waivers. The provisions of this
Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, otherwise than with
the prior written consent of the Holders of not less than a majority in
aggregate principal amount at maturity of the then outstanding Registrable
Notes. Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Regis-

<PAGE>

                                      -25-

trable Notes whose securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect, impair, limit or
compromise the rights of other Holders of Registrable Notes may be given by
Holders of at least a majority in aggregate principal amount at maturity of the
Registrable Notes being sold by such Holders pursuant to such Registration
Statement; provided, however, that the provisions of this sentence may not be
amended, modified or supplemented except in accordance with the provisions of
the immediately preceding sentence.

                  (d)      Notices. All notices and other communications
(including without limitation any notices or other communications to the
Trustee) provided for or permitted hereunder shall be made in writing by
hand-delivery, registered first-class mail, next-day air courier or facsimile:

                  1.       if to a Holder of the Registrable Notes or any
         Participating Broker-Dealer, at the most current address of such Holder
         or Participating Broker-Dealer, as the case may be, set forth on the
         records of the registrar under the Indenture, with a copy in like
         manner to the Initial Purchaser as follows:

                           DEUTSCHE BANK SECURITIES INC.
                           60 Wall Street
                           New York, NY 10005
                           Facsimile No.: (212) 469-2883
                           Attention: Mark Fedorcik

                  with a copy to:

                           Cahill Gordon & Reindel LLP
                           80 Pine Street
                           New York, New York  10005
                           Facsimile No.: (212) 269-5420
                           Attention: William M. Hartnett, Esq.

                  2.       if to the Initial Purchasers, at the addresses
         specified in Section 10(d)(1)

                  3.       if to the Company, at the address as follows:

                           TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
                           888 Seventh Avenue
                           New York, NY 10106
                           Facsimile No.: (212) 664-8906
                           Attention: Richard Pyle

<PAGE>

                                      -26-

                  with a copy to:

                           Kirkland & Ellis LLP
                           153 E. 53rd Street
                           39th Floor
                           New York, NY 10022
                           Facsimile No.: (212) 446-4900
                           Attention: Joshua N. Korff, Esq.

                  All such notices and communications shall be deemed to have
been duly given: when delivered by hand, if personally delivered; five business
days after being deposited in the mail, postage prepaid, if mailed; one business
day after being timely delivered to a next-day air courier; and when receipt is
acknowledged by the addressee, if sent by facsimile.

                  Copies of all such notices, demands or other communications
shall be concurrently delivered by the Person giving the same to the Trustee at
the address and in the manner specified in such Indenture.

                  (e)      Successors and Assigns. This Agreement shall inure to
the benefit of and be binding upon the successors and assigns of each of the
parties hereto; provided, however, that this Agreement shall not inure to the
benefit of or be binding upon a successor or assign of a Holder unless and to
the extent such successor or assign holds Registrable Notes.

                  (f)      Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.

                  (g)      Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

                  (h)      Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED
TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO
SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

                  (i)      Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated,

<PAGE>

                                      -27-

and the parties hereto shall use their reasonable best efforts to find and
employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is
hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions
without including any of such that may be hereafter declared invalid, illegal,
void or unenforceable.

                  (j)      Securities Held by the Issuers or their Affiliates.
Whenever the consent or approval of Holders of a specified percentage of
Registrable Notes is required hereunder, Registrable Notes held by the Company
or its affiliates (as such term is defined in Rule 405 under the Securities Act)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.

                  (k)      Third Party Beneficiaries. Holders of Registrable
Notes and Participating Broker-Dealers are intended third party beneficiaries of
this Agreement and this Agreement may be enforced by such Persons.

                  (l)      Entire Agreement. This Agreement, together with the
Purchase Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all prior
oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Initial
Purchaser on the one hand and the Company on the other, or between or among any
agents, representatives, parents, subsidiaries, affiliates, predecessors in
interest or successors in interest with respect to the subject matter hereof and
thereof are merged herein and replaced hereby.

<PAGE>

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first written above.

                                          TOWN SPORTS INTERNATIONAL
                                          HOLDINGS, INC.

                                          By: /s/ Richard Pyle
                                              ----------------------------------
                                              Name: Richard Pyle
                                              Title: Chief Financial Officer

                                          DEUTSCHE BANK SECURITIES INC.,
                                          as Initial Purchaser

                                          By: /s/ Arther B. Schoen
                                              ----------------------------------
                                              Name: Arther B. Schoen
                                              Title: MD

                                          By: /s/ Catherine Madigan
                                              ----------------------------------
                                              Name: Catherine Madigan
                                              Title: MD

                                       S-1
<PAGE>

                                   Schedule 1

            SUBSIDIARIES OF TOWN SPORTS INTERNATIONAL HOLDINGS, INC.

<TABLE>
<CAPTION>
                                                                                   Jurisdiction of
             Name                                     Ownership                      Organization
             ----                                     ---------                      ------------
<S>                                   <C>                                          <C>
Town Sports International, Inc.       Town Sports International Holdings, Inc.        New York
TSI Alexandria, LLC                   TSI Holdings (VA), Inc.                         Delaware
TSI Allston, Inc.                     Town Sports International, Inc.                 Delaware
TSI Andover, Inc.                     TSI Holdings (MA), Inc.                         Massachusetts
TSI Ardmore, LLC                      TSI Holdings (PA), Inc.                         Delaware
TSI Arthro-Fitness Services, Inc.     Town Sports International, Inc.                 New York
TSI Livingston, Inc.                  Town Sports International, Inc.                 New York
TSI Battery Park, Inc.                Town Sports International, Inc.                 New York
TSI Bethesda, LLC                     TSI Holdings (MD), Inc.                         Delaware
TSI Broadway, Inc.                    Town Sports International, Inc.                 New York
TSI 217 Broadway, Inc.                Town Sports International, Inc.                 New York
TSI Brooklyn Belt, Inc.               Town Sports International, Inc.                 New York
TSI Brunswick, Inc.                   Town Sports International, Inc.                 Delaware
TSI Washington, LLC                   TSI Holdings (NJ), LLC                          Delaware
TSI Bulfinch, Inc.                    Town Sports International, Inc.                 Delaware
TSI Cash Management, Inc.             Town Sports International, Inc.                 New York
TSI Central Square, Inc.              Town Sports International, Inc.                 Delaware
TSI Centreville, LLC                  TSI Holdings (VA), Inc.                         Delaware
TSI Cherry Hill, LLC                  TSI Holdings (NJ), LLC                          Delaware
TSI Chevy Chase, Inc.                 TSI Holdings (DC), Inc.                         Delaware
TSI Clarendon, LLC                    TSI Holdings (VA), Inc.                         Delaware
TSI Cobble Hill, Inc.                 Town Sports International, Inc.                 New York
TSI Colonia, LLC                      TSI Holdings (NJ), LLC                          Delaware
TSI Commack, Inc.                     Town Sports International, Inc.                 New York
TSI Connecticut Avenue, Inc.          TSI Holdings (DC), Inc.                         Delaware
TSI Copley, Inc.                      Town Sports International, Inc.                 Delaware
TSI Court Street, Inc.                Town Sports International, Inc.                 New York
TSI Croton, Inc.                      Town Sports International, Inc.                 New York
TSI Danbury, Inc.                     Town Sports International, Inc.                 Delaware
</TABLE>

                                        1
<PAGE>

<TABLE>
<CAPTION>
                                                                                   Jurisdiction of
         Name                                  Ownership                             Organization
         ----                                  ---------                             ------------
<S>                                   <C>                                          <C>
TSI Danvers, Inc.                     TSI Holdings (MA), Inc.                         Massachusetts
TSI Downtown Crossing, Inc.           Town Sports International, Inc.                 Delaware
TSI Dupont Circle, Inc.               TSI Holdings (DC), Inc.                         Delaware
TSI Dupont II, Inc.                   TSI Holdings (DC), Inc.                         Delaware
TSI East Cambridge, Inc.              Town Sports International, Inc.                 Delaware
TSI East Meadow, Inc.                 Town Sports International, Inc.                 New York
TSI East 23, Inc.                     Town Sports International, Inc.                 New York
TSI East 31, Inc.                     Town Sports International, Inc.                 New York
TSI East 34, Inc.                     Town Sports International, Inc.                 New York
TSI East 36, Inc.                     Town Sports International, Inc.                 New York
TSI East 41, Inc.                     Town Sports International, Inc.                 New York
TSI East 51, Inc.                     Town Sports International, Inc.                 New York
TSI East 59, Inc.                     Town Sports International, Inc.                 New York
TSI East 76, Inc.                     Town Sports International, Inc.                 New York
TSI East 86, LLC                      Town Sports International, Inc.                 New York
TSI East 91, Inc.                     Town Sports International, Inc.                 New York
TSI F Street, Inc.                    TSI Holdings (DC), Inc.                         Delaware
TSI Fairfax, LLC                      TSI Holdings (VA), Inc.                         Delaware
TSI Fenway, Inc.                      Town Sports International, Inc.                 Delaware
TSI Fifth Avenue, Inc.                Town Sports International, Inc.                 New York
TSI First Avenue, Inc.                Town Sports International, Inc.                 New York
TSI Forest Hills, Inc.                Town Sports International, Inc.                 New York
TSI Fort Lee, LLC                     TSI Holdings (NJ), LLC                          Delaware
TSI Framingham, Inc.                  TSI Holdings (MA), Inc.                         Massachusetts
TSI Franklin (MA), Inc.               TSI Holdings (MA), Inc.                         Massachusetts
TSI Franklin Park, LLC                TSI Holdings (NJ), LLC                          Delaware
TSI Freehold, LLC                     TSI Holdings (NJ), LLC                          Delaware
TSI Gallery Place, Inc.               TSI Holdings (DC), Inc.                         Delaware
TSI Garden City, Inc.                 Town Sports International, Inc.                 New York
TSI Germantown, LLC                   TSI Holdings (MD), Inc.                         Delaware
TSI Glover, Inc.                      TSI Holdings (DC), Inc.                         Delaware
TSI Grand Central, Inc.               Town Sports International, Inc.                 New York
</TABLE>

                                        2

<PAGE>

<TABLE>
<CAPTION>
                                                                                   Jurisdiction of
         Name                                  Ownership                             Organization
         ----                                  ---------                             ------------
<S>                                   <C>                                          <C>
TSI Great Neck, Inc.                  Town Sports International, Inc.                 New York
TSI Greenwich, Inc.                   Town Sports International, Inc.                 Delaware
TSI Herald, Inc.                      Town Sports International, Inc.                 New York
TSI Highpoint, LLC                    TSI Holdings (PA), Inc.                         Delaware
TSI Hoboken, LLC                      TSI Holdings (NJ), LLC                          Delaware
TSI Holdings (CIP), Inc.              Town Sports International, Inc.                 Delaware
TSI Holdings (DC), Inc.               Town Sports International, Inc.                 Delaware
TSI Holdings (IP), LLC                TSI Insurance, Inc.                             Delaware
TSI Holdings (MA), Inc.               Town Sports International, Inc.                 Massachusetts
TSI Holdings (MD), Inc.               Town Sports International, Inc.                 Delaware
TSI Holdings (NJ), LLC                Town Sports International, Inc.                 Delaware
TSI Holdings (PA), Inc.               Town Sports International, Inc.                 Delaware
TSI Holdings (VA), Inc.               Town Sports International, Inc.                 Delaware
TSI Huntington, Inc.                  Town Sports International, Inc.                 New York
TSI Insurance, Inc.                   Town Sports International, Inc.                 New York
TSI International, Inc.               Town Sports International, Inc.                 Delaware
TSI Irving Place, Inc.                Town Sports International, Inc.                 New York
TSI Jersey City, LLC                  TSI Holdings (NJ), LLC                          Delaware
TSI Larchmont, Inc.                   Town Sports International, Inc.                 New York
TSI Lexington (MA), Inc.              TSI Holdings (MA), Inc.                         Massachusetts
TSI Lincoln, Inc.                     Town Sports International, Inc.                 New York
TSI Long Beach, Inc.                  Town Sports International, Inc.                 New York
TSI Lynnfield, Inc.                   TSI Holdings (MA), Inc.                         Massachusetts
TSI M Street, Inc.                    TSI Holdings (DC), Inc.                         Delaware
TSI Madison, Inc.                     Town Sports International, Inc.                 New York
TSI Mahwah, LLC                       TSI Holdings (NJ), LLC                          Delaware
TSI Mamaroneck, Inc.                  Town Sports International, Inc.                 New York
TSI Market Street, LLC                TSI Holdings (PA), Inc.                         Delaware
TSI Marlboro, LLC                     TSI Holdings (NJ), LLC                          Delaware
TSI Matawan, LLC                      TSI Holdings (NJ), LLC                          Delaware
TSI K Street                          TSI Holdings (DC), Inc.                         Delaware
TSI Montclair, LLC                    TSI Holdings (NJ), LLC                          Delaware
</TABLE>

                                        3
<PAGE>

<TABLE>
<CAPTION>
                                                                                   Jurisdiction of
         Name                                  Ownership                             Organization
         ----                                  ---------                             ------------
<S>                                   <C>                                          <C>
TSI Murray Hill, Inc.                 Town Sports International, Inc.                 New York
TSI Nanuet, Inc.                      Town Sports International, Inc.                 New York
TSI Nashua, LLC                       TSI Holdings (MA), Inc.                         Delaware
TSI Natick, Inc.                      Town Sports International, Inc.                 Delaware
TSI Newark, LLC                       TSI Holdings (NJ), LLC                          Delaware
TSI Newbury Street, Inc.              Town Sports International, Inc.                 Delaware
TSI North Bethesda, LLC               TSI Holdings (MD), Inc.                         Delaware
TSI Norwalk, Inc.                     Town Sports International, Inc.                 Delaware
TSI Oceanside, Inc.                   Town Sports International, Inc.                 New York
TSI Old Bridge, LLC                   TSI Holdings (NJ), LLC                          Delaware
TSI Parsippany, LLC                   TSI Holdings (NJ), LLC                          Delaware
TSI Plainsboro, LLC                   TSI Holdings (NJ), LLC                          Delaware
TSI Princeton, LLC                    TSI Brunswick, Inc.                             Delaware
TSI Ramsey, LLC                       TSI Holdings (NJ), LLC                          Delaware
TSI Reade Street, Inc.                Town Sports International, Inc.                 New York
TSI Ridgewood, LLC                    TSI Holdings (NJ), LLC                          Delaware
TSI Rittenhouse, LLC                  TSI Holdings (PA), Inc.                         Delaware
TSI Rodin Place, LLC                  TSI Holdings (PA), Inc.                         Delaware
TSI Rye, Inc.                         Town Sports International, Inc.                 New York
TSI Scarsdale, Inc.                   Town Sports International, Inc.                 New York
TSI Seaport, Inc.                     Town Sports International, Inc.                 New York
TSI Sheridan, Inc.                    Town Sports International, Inc.                 New York
TSI Silver Spring, LLC                TSI Holdings (MD), Inc.                         Delaware
TSI Society Hill, LLC                 TSI Holdings (PA), Inc.                         Delaware
TSI Soho, Inc.                        Town Sports International, Inc.                 New York
TSI Somerset, LLC                     TSI Holdings (NJ), LLC                          Delaware
TSI South Park Slope, Inc.            Town Sports International, Inc.                 New York
TSI Springfield, LLC                  TSI Holdings (NJ), LLC                          Delaware
TSI Stamford Downtown, Inc.           Town Sports International, Inc.                 Delaware
TSI Stamford Post, Inc.               Town Sports International, Inc.                 Delaware
TSI Stamford Rinks, Inc.              Town Sports International, Inc.                 Delaware
TSI Staten Island, Inc.               Town Sports International, Inc.                 New York
</TABLE>

                                        4
<PAGE>

<TABLE>
<CAPTION>
                                                                                   Jurisdiction of
         Name                                  Ownership                             Organization
         ----                                  ---------                             ------------
<S>                                   <C>                                          <C>
TSI Sterling, LLC                     TSI Holdings (VA), Inc.                         Delaware
TSI Supplements, Inc.                 Town Sports International, Inc.                 Delaware
TSI Syosset, Inc.                     Town Sports International, Inc.                 New York
TSI Wall Street, Inc.                 Town Sports International, Inc.                 New York
TSI Waltham, LLC                      TSI Holdings (MA), Inc.                         Delaware
TSI Washington, Inc.                  TSI Holdings (DC), Inc.                         Delaware
TSI Water Street, Inc.                Town Sports International, Inc.                 New York
TSI Wellesley, Inc.                   TSI Holdings (MA), Inc.                         Massachusetts
TSI West Caldwell, LLC                TSI Holdings (NJ), Inc.                         Delaware
TSI West Newton, Inc.                 Town Sports International, Inc.                 Delaware
TSI West Nyack, Inc.                  Town Sports International, Inc.                 New York
TSI West Springfield, LLC             TSI Holdings (VA), Inc.                         Delaware
TSI West 14, Inc.                     Town Sports International, Inc.                 New York
TSI West 16, Inc.                     Town Sports International, Inc.                 New York
TSI West 23, Inc.                     Town Sports International, Inc.                 New York
TSI West 38, Inc.                     Town Sports International, Inc.                 New York
TSI West 41, Inc.                     Town Sports International, Inc.                 New York
TSI West 44, Inc.                     Town Sports International, Inc.                 New York
TSI West 48, Inc.                     Town Sports International, Inc.                 New York
TSI West 52, Inc.                     Town Sports International, Inc.                 New York
TSI West 73, Inc.                     Town Sports International, Inc.                 New York
TSI West 76, Inc.                     Town Sports International, Inc.                 New York
TSI West 80, Inc.                     Town Sports International, Inc.                 New York
TSI West 94, Inc.                     Town Sports International, Inc.                 New York
TSI West 125, Inc.                    Town Sports International, Inc.                 New York
TSI Westport, Inc.                    Town Sports International, Inc.                 Delaware
TSI Westwood, LLC                     TSI Holdings (NJ), Inc.                         Delaware
TSI Weymouth, Inc.                    Town Sports International, Inc.                 Delaware
TSI White Plains, Inc.                Town Sports International, Inc.                 New York
TSI Whitestone, Inc.                  Town Sports International, Inc.                 New York
TSI Woodmere, Inc.                    Town Sports International, Inc.                 New York
</TABLE>

                                        5