EX-4.1



 





Exhibit 4.1



 





TOWN SPORTS INTERNATIONAL, LLC




as Issuer




 






Supplemental Indenture No. 3




Dated as of December 20, 2006




 






Supplementing the Indenture




Dated as of April 16, 2003




with respect to $255,000,000




9 5/8% Senior Notes due 2011




 






The Bank of New York,

as Trustee




 





 









 








SUPPLEMENTAL INDENTURE NO. 3




     SUPPLEMENTAL INDENTURE NO. 3 dated as of December 20, 2006 (this “Supplemental
Indenture”), made by and among Town Sports International, LLC, a New York limited liability
company (f/k/a Town Sports International, Inc.) (the “Company”), the existing subsidiary
guarantors listed on Annex A hereto (collectively, the “Guarantors”), each of the
subsidiaries of the Company listed on Annex B hereto (collectively, the “New
Subsidiaries”), and The Bank of New York, as Trustee (the “Trustee”) to the Original
Indenture (as defined below).



RECITALS




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



     WHEREAS, the Company, the Guarantors and the Trustee desire to amend and supplement the
Original Indenture in accordance with its terms;



     WHEREAS, Section 4.16 of the Original Indenture provides, among other things, that if the
Company or any of its Restricted Subsidiaries organize any Domestic Restricted Subsidiary that is
not a Guarantor having total assets with a book value in excess of $500,000, then any such
Restricted Subsidiary shall execute and deliver to the Trustee a supplemental indenture in form
reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall
unconditionally guarantee all of the Company’s obligations under the Notes and the Original
Indenture on the terms set forth in the Original Indenture;



     WHEREAS, the Company formed the New Subsidiaries and each of the New Subsidiaries has assets
or is expected to have assets with an aggregate book value in excess of $500,000;



     WHEREAS, Section 9.1 of the Original Indenture provides, among other things, that the Trustee
may amend, waive or supplement the Original Indenture without notice to or consent of any Holder
(as defined in the Original Indenture) to make any change that would provide any additional rights
or benefits to the Holders or that does not adversely affect the legal rights under the Original
Indenture of any Holder;



     WHEREAS, the Supplemental Indenture provides additional benefits to the Holders and does not
adversely affect the legal rights of such Holders under the Original Indenture; and



     WHEREAS, all conditions and requirements necessary to authorize the execution and delivery of
this Supplemental Indenture have been duly complied with or done and performed by the New
Subsidiaries, and all actions necessary to make this Supplemental



2









 







Indenture and the Original Indenture, as supplemented by this Supplemental Indenture, valid,
binding and legal instruments according to their terms (and, with respect to this Supplemental
Indenture, in accordance with the terms of the Original Indenture) have been complied with or done
and performed;



     NOW, THEREFORE, for and in consideration of the premises and of the mutual covenants herein
contained, and for other valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the Company, the Guarantors and the New Subsidiaries covenant and agree with the
Trustee, for the benefit of all present and future Holders of the Notes, as follows:



     Section 1. Each of the New Subsidiaries pursuant to Section 4.16 of the Original Indenture
hereby unconditionally guarantees all the Company’s obligations under the Notes and Original
Indenture on the terms set forth in the Original Indenture.



     Section 2. This Supplemental Indenture is a supplemental indenture pursuant to Section 4.16
and 9.1 of the Original Indenture. Upon execution and delivery of this Supplemental Indenture, all
the terms and conditions of the Original Indenture and this Supplemental Indenture shall be read
together as though they constitute one instrument, except that in case of conflict, the provisions
of this Supplemental Indenture will control.



     Section 3. All the parties hereto hereby ratify, confirm and agree with the Original
Indenture. Except as they have been modified in this Supplemental Indenture, each and every term
and provision of the Original Indenture, as supplemented and amended by this Supplemental Indenture
shall continue in full force and effect, and all references to the Indenture in the Original
Indenture shall hereafter be deemed to mean the Original Indenture, as supplemented and amended
pursuant to this Supplemental Indenture.



     Section 4. The parties may sign any number of signature pages or copies of this Supplemental
Indenture. Each signed signature page or copy shall be an original, but all of them together shall
represent the same agreement.



     Section 5. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS
OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. EACH OF THE COMPANY, THE GUARANTORS AND THE NEW SUBSIDIARIES HEREBY IRREVOCABLY SUBMITS TO
THE JURISDICTION OF ANY NEW YORK STATE
COURT SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK IN RESPECT OF ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, AND IRREVOCABLY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, JURISDICTION OF THE AFORESAID
COURTS. EACH OF THE COMPANY, THE GUARANTORS AND THE NEW SUBSIDIARIES IRREVOCABLY WAIVE, TO THE FULLEST
EXTENT THAT IT MAY EFFECTIVELY DO
SO UNDER APPLICABLE LAW, TRIAL BY JURY AND ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT



3









 







ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE TRUSTEE OR ANY HOLDER OF THE
NOTES TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR COMMENCE LEGAL PROCEEDINGS OR
OTHERWISE PROCEED AGAINST THE COMPANY, THE GUARANTORS AND THE NEW
SUBSIDIARIES IN ANY OTHER JURISDICTION.



     Section 6. The Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company,
the Guarantors and the New Subsidiaries, and not of the Trustee.



[SIGNATURE PAGES FOLLOW]




4









 





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



	 	 	 	 	 	 	 
	 	 	TOWN SPORTS INTERNATIONAL, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/ Robert S. Herbst	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Robert S. Herbst	 	 
	 

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

	 	By:
	 	   /s/ Robert S. Herbst	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Robert S. Herbst	 	 
	 

	 	 	 	Title: Vice President and Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	Each New Subsidiary
Listed on Annex B hereto	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	   /s/ Robert S. Herbst	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Robert S. Herbst	 	 
	 

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

	 	By:
	 	   /s/ Julie Salovitch-Miller	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Julie Salovitch-Miller	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 






Annex A




TSI Alexandria, LLC, a Delaware limited liability company

TSI Allston, LLC, a Delaware limited liability company

TSI Andover, Inc., a Massachusetts corporation

TSI Ardmore, LLC, a Delaware limited liability company

TSI Arthro-Fitness Services, Inc., a New York corporation

TSI Battery Park, Inc., a New York corporation

TSI Bethesda, LLC, a Delaware limited liability company

TSI Broadway, Inc., a New York corporation

TSI 217 Broadway, Inc., a New York corporation

TSI Brooklyn Belt, Inc., a New York corporation

TSI Brunswick, Inc., a Delaware corporation

TSI Bulfinch, LLC, a Delaware limited liability company

TSI Cash Management, Inc., a New York corporation

TSI Central Square, LLC, a Delaware limited liability company

TSI Centreville, LLC, a Delaware limited liability company

TSI Cherry Hill, LLC, a Delaware limited liability company

TSI Chevy Chase, Inc., a Delaware corporation

TSI Clarendon, LLC, a Delaware limited liability company

TSI Cobble Hill, Inc., a New York corporation

TSI Colonia, LLC, a Delaware limited liability company

TSI Commack, Inc., New York corporation

TSI Connecticut Avenue, Inc., a Delaware corporation

TSI Copley, Inc., a Delaware corporation

TSI Court Street, Inc., a New York corporation

TSI Croton, Inc., a New York corporation

TSI Danbury, Inc., a Delaware corporation

TSI Danvers, Inc., a Massachusetts corporation

TSI Downtown Crossing, Inc., a Delaware corporation

TSI Dupont Circle, Inc., a Delaware corporation

TSI Dupont II, Inc., a Delaware corporation

TSI East Cambridge, Inc., a Delaware corporation

TSI East Meadow, Inc., a New York corporation

TSI East 23, Inc., a New York corporation

TSI East 31, Inc., a New York corporation

TSI East 34, Inc., a New York corporation

TSI East 36, Inc., a New York corporation

TSI East 41, Inc., a New York corporation

TSI East 51, Inc., a New York corporation

TSI East 59, Inc., a New York corporation

TSI East 76, Inc., a New York corporation

TSI East 86, LLC, a New York limited liability company

TSI East 91, Inc., a New York corporation

TSI F Street, Inc., a Delaware corporation

TSI Fairfax, LLC, a Delaware limited liability company

TSI Fenway, LLC, a Delaware limited liability company

TSI Fifth Avenue, Inc., a New York corporation




 









 





TSI First Avenue, Inc. , a New York corporation

TSI Forest Hills, Inc., a New York corporation

TSI Fort Lee, LLC , a Delaware limited liability company

TSI Framingham, Inc., a Massachusetts corporation

TSI Franklin (MA), Inc., a Massachusetts corporation

TSI Franklin Park, LLC, a Delaware limited liability company

TSI Freehold, LLC, a Delaware corporation

TSI Gallery Place, Inc., a Delaware corporation

TSI Garden City, Inc., a New York corporation

TSI Germantown, LLC, a Delaware corporation

TSI Glover, Inc., a Delaware corporation

TSI Grand Central, Inc., a New York corporation

TSI Great Neck, Inc., a New York corporation

TSI Greenwich, Inc., a Delaware corporation

TSI Highpoint, LLC, a Delaware limited liability company

TSI Hoboken, LLC, a Delaware limited liability company

TSI Holdings (CIP), Inc., a Delaware corporation

TSI Holdings (DC), Inc., a Delaware corporation

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

TSI Holdings (MA), Inc., a Massachusetts corporation

TSI Holdings (MD), Inc., a Delaware corporation

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

TSI Holdings (PA), Inc., a Delaware corporation

TSI Holdings (VA), Inc., a Delaware corporation

TSI Huntington, Inc., a New York corporation

TSI Insurance, Inc., a New York corporation

TSI International, Inc. , a Delaware corporation

TSI Irving Place, Inc., a New York corporation

TSI Jersey City, LLC, a Delaware limited liability company

TSI Larchmont, Inc. , a New York corporation

TSI Lexington (MA), Inc., a Massachusetts corporation

TSI Lincoln, Inc., a New York corporation

TSI Long Beach, Inc., a New York corporation

TSI Lynnfield, Inc., a Massachusetts corporation

TSI M Street, Inc., a Delaware corporation

TSI Madison, Inc., a New York corporation

TSI Mahwah, LLC, a Delaware limited liability company

TSI Mamaroneck, Inc., a New York corporation

TSI Market Street, LLC, a Delaware limited liability company

TSI Marlboro, LLC, a Delaware limited liability company

TSI Matawan, LLC, a Delaware limited liability company

TSI Montclair, LLC, a Delaware corporation

TSI Murray Hill, Inc., a New York corporation

TSI Nanuet, Inc., a New York corporation

TSI Nashua, LLC, a Delaware limited liability company

TSI Natick, Inc., a Delaware corporation

TSI Newark, LLC, a Delaware limited liability company

TSI Newbury Street, Inc., a Delaware corporation




 









 





TSI North Bethesda, LLC, a Delaware limited liability company

TSI Norwalk, Inc., a Delaware corporation

TSI Oceanside, Inc., a New York corporation

TSI Old Bridge, LLC, a Delaware limited liability company

TSI Parsippany, LLC, a Delaware limited liability company

TSI Plainsboro, LLC, a Delaware limited liability company

TSI Princeton, LLC, a Delaware limited liability company

TSI Ramsey, LLC, a Delaware limited liability company

TSI Reade Street, Inc., a New York corporation

TSI Ridgewood, LLC, a Delaware limited liability company

TSI Rittenhouse, LLC, a Delaware limited liability company

TSI Rodin Place, LLC, a Delaware limited liability company

TSI Rye, Inc., a New York corporation

TSI Scarsdale, Inc., a New York corporation

TSI Seaport, Inc., a New York corporation

TSI Sheridan, Inc., a New York corporation

TSI Silver Spring, LLC, a Delaware limited liability company

TSI Society Hill, LLC, a Delaware limited liability company

TSI Soho, Inc., a New York corporation

TSI Somerset, LLC, a Delaware limited liability company

TSI South Park Slope, Inc., a New York corporation

TSI Springfield, LLC, a Delaware limited liability company

TSI Stamford Downtown, Inc., a Delaware corporation

TSI Stamford Post, Inc., a Delaware corporation

TSI Stamford Rinks, Inc., a Delaware corporation

TSI Staten Island, Inc., a New York corporation

TSI Sterling, LLC, a Delaware corporation

TSI Supplements, Inc., a Delaware corporation

TSI Syosset, Inc., a New York corporation

TSI Wall Street, Inc., a New York corporation

TSI Waltham, LLC, a Delaware limited liability company

TSI Washington, Inc., a Delaware corporation

TSI Water Street, Inc., a New York corporation

TSI Wellesley, Inc., a Massachusetts corporation

TSI West Caldwell, LLC, a Delaware corporation

TSI West Newton, Inc., a Delaware corporation

TSI West Nyack, Inc., a New York corporation

TSI West Springfield, LLC, a Delaware limited liability company

TSI West 14, Inc., a New York corporation

TSI West 16, Inc., a New York corporation

TSI West 23, Inc., a New York corporation

TSI West 38, Inc., a New York corporation

TSI West 41, Inc., a New York corporation

TSI West 44, Inc., a New York corporation

TSI West 48, Inc., a New York corporation

TSI West 52, Inc., a New York corporation

TSI West 73, Inc., a New York corporation

TSI West 76, Inc., a New York corporation




 









 





TSI West 80, Inc., a New York corporation

TSI West 94, Inc., a New York corporation

TSI West 125, Inc., a New York corporation

TSI Westport, Inc., a Delaware corporation

TSI Westwood, LLC, a Delaware corporation

TSI Weymouth, Inc., a Delaware corporation

TSI White Plains, Inc., a New York corporation

TSI Whitestone, Inc., a New York corporation

TSI Woodmere, Inc., a New York corporation




 









 





Annex B




TSI Astoria, Inc., a New York corporation

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

TSI Bayridge Inc., a New York corporation

TSI Dobbs Ferry, LLC, a New York limited liability company

TSI East 48, LLC, a New York limited liability company

TSI Glendale, LLC, a New York limited liability company

TSI Hartsdale, Inc., a New York corporation

TSI Hawthorne Inc., a New York corporation

TSI Herald Inc., a New York corporation

TSI Mercer Street, Inc., a New York corporation

TSI Midwood, Inc., a New York corporation

TSI Port Jefferson, Inc., a New York corporation

TSI Rego Park, Inc., a New York corporation

TSI Smithtown, Inc., a New York corporation

TSI Somers, Inc., a New York corporation

TSI Varick Street, Inc., a New York corporation

TSI White Plains City Center, Inc., a New York corporation

TSI Boylston, Inc., a Delaware corporation

TSI Columbia Heights, Inc., a Delaware corporation

TSI Georgetown, Inc., a Delaware corporation

TSI K Street, Inc., a Delaware corporation

TSI University Management, Inc., a Delaware corporation

TSI Davis Square LLC, a Delaware limited liability company

TSI Newton, LLC, , a Delaware limited liability company

TSI South End, Inc., a Delaware corporation

TSI South Station, Inc., a Delaware corporation

TSI Watertown, Inc., a Delaware corporation

TSI Wellington Circle, LLC, a Delaware limited liability company

TSI South Bethesda, LLC, a Delaware limited liability company

TSI Clifton, LLC, a Delaware limited liability company

TSI Englewood, LLC, a Delaware limited liability company

TSI Hoboken North, LLC, a Delaware limited liability company

TSI Livingston, LLC, a Delaware limited liability company

TSI No Sweat, LLC, a Delaware limited liability company

TSI Princeton North LLC, a Delaware limited liability company

TSI Radnor, LLC, a Delaware corporation

TSI Butler, LLC, a New York limited liability company

TSI Carmel, LLC, a New York limited liability company

TSI Hicksville, LLC, a Delaware limited liability company

TSI Morris Park, LLC, a New York limited liability company

TSI West 115th Street, LLC, a New York limited liability company

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

TSI 217 Broadway, LLC, a Delaware limited liability company

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

TSI Astoria, LLC, a Delaware limited liability company

TSI Battery Park, LLC, a Delaware limited liability company




 









 





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

TSI Bayridge, LLC, a Delaware limited liability company

TSI Broadway, LLC, a Delaware limited liability company

TSI Brooklyn Belt, LLC, a Delaware limited liability company

TSI Carmel, LLC, a Delaware limited liability company

TSI Cash Management, LLC, a Delaware limited liability company

TSI Cobble Hill, LLC, a Delaware limited liability company

TSI Commack, LLC, a Delaware limited liability company

TSI Court Street, LLC, a Delaware limited liability company

TSI Croton, LLC, a Delaware limited liability company

TSI Dobbs Ferry, LLC, a Delaware limited liability company

TSI East Meadow, LLC, a Delaware limited liability company

TSI East 23, LLC, a Delaware limited liability company

TSI East 31, LLC, a Delaware limited liability company

TSI East 34, LLC, a Delaware limited liability company

TSI East 36, LLC, a Delaware limited liability company

TSI East 41, LLC, a Delaware limited liability company

TSI East 48, LLC, a Delaware limited liability company

TSI East 51, LLC, a Delaware limited liability company

TSI East 59, LLC, a Delaware limited liability company

TSI East 76, LLC, a Delaware limited liability company

TSI East 86, LLC, a Delaware limited liability company

TSI East 91, LLC, a Delaware limited liability company

TSI First Avenue, LLC, a Delaware limited liability company

TSI Forest Hills, LLC, a Delaware limited liability company

TSI Garden City, LLC, a Delaware limited liability company

TSI Glendale, LLC, a Delaware limited liability company

TSI Grand Central, LLC, a Delaware limited liability company

TSI Great Neck, LLC, a Delaware limited liability company

TSI Hartsdale, LLC, a Delaware limited liability company

TSI Hawthorne, LLC, a Delaware limited liability company

TSI Herald, LLC, a Delaware limited liability company

TSI Huntington, LLC, a Delaware limited liability company

TSI Irving Place, LLC, a Delaware limited liability company

TSI Larchmont, LLC, a Delaware limited liability company

TSI Lincoln, LLC, a Delaware limited liability company

TSI Long Beach, LLC, a Delaware limited liability company

TSI Mamaroneck, LLC, a Delaware limited liability company

TSI Mercer Street, LLC, a Delaware limited liability company

TSI Midwood, LLC, a Delaware limited liability company

TSI Morris Park, LLC, a Delaware limited liability company

TSI Murray Hill, LLC, a Delaware limited liability company

TSI Nanuet, LLC, a Delaware limited liability company

TSI Oceanside, LLC, a Delaware limited liability company

TSI Port Jefferson, LLC, a Delaware limited liability company

TSI Reade Street, LLC, a Delaware limited liability company

TSI Rego Park, LLC, a Delaware limited liability company

TSI Scarsdale, LLC, a Delaware limited liability company




 









 





TSI Seaport, LLC, a Delaware limited liability company

TSI Sheridan, LLC, a Delaware limited liability company

TSI Smithtown, LLC, a Delaware limited liability company

TSI Soho, LLC, a Delaware limited liability company

TSI Somers, LLC, a Delaware limited liability company

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

TSI Staten Island, LLC, a Delaware limited liability company

TSI Syosset, LLC, a Delaware limited liability company

TSI Varick Street, LLC, a Delaware limited liability company

TSI Wall Street, LLC, a Delaware limited liability company

TSI Water Street, LLC, a Delaware limited liability company

TSI West Nyack,, LLC, a Delaware limited liability company

TSI West 14, LLC, a Delaware limited liability company

TSI West 16, LLC, a Delaware limited liability company

TSI West 23, LLC, a Delaware limited liability company

TSI West 38, LLC, a Delaware limited liability company

TSI West 41, LLC, a Delaware limited liability company

TSI West 44, LLC, a Delaware limited liability company

TSI West 48, LLC, a Delaware limited liability company

TSI West 52, LLC, a Delaware limited liability company

TSI West 73, LLC, a Delaware limited liability company

TSI West 76, LLC, a Delaware limited liability company

TSI West 80, LLC, a Delaware limited liability company

TSI West 94, LLC, a Delaware limited liability company

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

TSI West 125, LLC, a Delaware limited liability company

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

TSI White Plains, LLC, a Delaware limited liability company

TSI Whitestone, LLC, a Delaware limited liability company

TSI Woodmere, LLC, a Delaware limited liability company

TSI Andover, LLC, a Delaware limited liability company

TSI Framingham, LLC, a Delaware limited liability company

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

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

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

TSI Lynnfield, LLC, a Delaware limited liability company

TSI Wellesley, LLC, a Delaware limited liability company

TSI Boylston, LLC, a Delaware limited liability company

TSI Brunswick, LLC, a Delaware limited liability company

TSI Chevy Chase, LLC, a Delaware limited liability company

TSI Columbia Heights, LLC, a Delaware limited liability company

TSI Connecticut Avenue, LLC, a Delaware limited liability company

TSI Danbury, LLC, a Delaware limited liability company

TSI Downtown Crossing, LLC, a Delaware limited liability company

TSI F Street, LLC, a Delaware limited liability company

TSI Gallery Place, LLC, a Delaware limited liability company

TSI Georgetown, LLC, a Delaware limited liability company

TSI Glover, LLC, a Delaware limited liability company




 









 





TSI Greenwich, LLC, a Delaware limited liability company

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

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

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

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

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

TSI K Street, LLC, a Delaware limited liability company

TSI M Street, LLC, a Delaware limited liability company

TSI Natick, LLC, a Delaware limited liability company

TSI Newbury Street, LLC, a Delaware limited liability company

TSI Norwalk, LLC, a Delaware limited liability company

TSI South End, LLC, a Delaware limited liability company

TSI South Station, LLC, a Delaware limited liability company

TSI Stamford Downtown, LLC, a Delaware limited liability company

TSI Stamford Post, LLC, a Delaware limited liability company

TSI Stamford Rinks, LLC, a Delaware limited liability company

TSI University Management, LLC, a Delaware limited liability company

TSI Watertown, LLC, a Delaware limited liability company

TSI West Newton, LLC, a Delaware limited liability company

TSI Westport, LLC, a Delaware limited liability company

TSI Weymouth, LLC, a Delaware limited liability company