EX-10.8



 Exhibit 10.8 
  

			
	Deutsche Bank	  	





 Deutsche Bank AG New York 

60 Wall Street 

New York, NY 10005 

+1 212-250-2500 
  

			
		
	 Amendment Date
	  	November 15, 2013
		
	 Original Draft Date
	  	July 8, 2011
		
	 To

Attention

Facsimile no
	  	 Town Sports International, LLC
 Dan
Gallagher
 (212)246-8422

		
	 Our Reference.
	  	 Global No. N1539871N (previously N1317383N)
  

Interest Rate Swap Transaction - This confirmation supersedes and replaces all prior communication between the parties hereto with respect to the
Transaction described


 Ladies and Gentlemen 
 The
purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between Deutsche Bank AG (“DBAG”) and Town Sports International, LLC (“Counterparty”) on the Trade Date specified below
(the “Transaction”) This letter agreement constitutes a “Confirmation” as referred to in the Agreement specified below 
 The
definitions and provisions contained in the 2006 ISDA Definitions (the “Definitions”) as published by the International Swaps and Derivatives Association, Inc are incorporated by reference herein In the event of any inconsistency between
the Definitions and this Confirmation, this Confirmation will govern 
 For the purpose of this Confirmation, all references in the Definitions or the
Agreement to a “Swap Transaction’ shall be deemed to be references to this Transaction 
  

	1	This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of November 15, 2013 (as the same may be amended or supplemented from time to time, the “Agreement”),
between DBAG and Counterparty All provisions contained in the Agreement shall govern this Confirmation except as expressly modified below 

  

	2	The terms of the particular Transaction to which this Confirmation relates are as follows 

  

			
	Notional Amount	  	USD 160,000,000 00
		
	Original Trade Date	  	July 1, 2011
		
	Original Effective Date	  	July 13, 2011
		
	Amendment Date	  	November 15, 2013
		
	Termination Date	  	May 15, 2018, subject to adjustment in accordance with the Modified Following Business Day Convention

 Chairman of the Supervisory Board: Paul Achleitner 

Management Board: Jurgen Fitschen (Co-Chairman), Anshuman Jain (Co-Chairman), Stefan Krause, Stephan Leithner, Stuart Lewis, Rainer Neske, Henry Ritchotte
Deutsche Bank Aktiengesellschaft domiciled in Frankfurt am Main; HRB No 30 000, Frankfurt am Main, Local Court, VAT ID No DE114103379; www.db.com 








			
	Fixed Amounts:	  	
		
	 Fixed Rate Payer
	  	Counterparty
		
	 Fixed Rate Payer Period End Dates
	  	The 15th Business Day of each month of each year through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
		
	 Fixed Rate Payer Payment Dates
	  	The 15th Business Day of each month of each year through and including the Termination Date subject to adjustment in accordance with the Modified Following Business Day Convention
		
	 Fixed Rate
	  	1 884%
		
	 Fixed Rate Day Count Fraction
	  	Actual/360
		
	 Fixed Rate Payer Business Days
	  	New York and London
		
	 Fixed Rate Payer Business Day Convention
	  	Modified Following
		
	Floating Amounts:	  	
		
	 Floating Rate Payer
	  	DBAG
		
	 Floating Rate Payer Period End Dates
	  	The 15th Business Day of each month of each year through and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention
		
		  	
		
	 Floating Rate Payer Payment Dates
	  	The 15th Business Day of each month of each year through and including the Termination Date subject to adjustment in accordance with the Modified Following Business Day Convention
		
		  	
		
	 Floating Rate Option
	  	The greater of (i) USD-LIBOR-BBA and (ii) 1.00%
		
	 Designated Maturity
	  	1 month
		
	 Spread
	  	None
		
	 Floating Rate Day Count Fraction
	  	Actual/360
		
	 Reset Dates
	  	The first Business Day in each Calculation Period
		
	 Compounding
	  	Inapplicable
		
	Business Days	  	New York and London
		
	 3  Account Details.
	  	
		
	 Account Details for DBAG
	  	
		
	     USD DBAG Payment Instructions

    Account With

    SWIFI Code

    Favor Of

    Account Number
	  	 DB Trust Co Americas, New York
 BKTRUS33

Deutsche Bank AG, New York
 [ILLEGIBLE]

		
	 Account Details for Counterparty
	  	
		
	    Payment Instructions	  	Please provide


  
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	4	Offices 

 The Office for DBAG for this Transaction is New York, New York 

The Office of Counterparty for this Transaction New York, New York 
  

			
	 5  Calculation Agent:
	  	The party specified as such in the Agreement, or if not specified therein DBAG

  

	6	Representations 

 Each party will be deemed to represent to the other party on the date on which it
enters into this Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for this Transaction) 

(i) Non-Reliance It is acting for its own account, and it has made its own independent decisions to enter into this Transaction and as to whether this
Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisers as it has deemed necessary It is not relying on any communication (written or oral) of the other party as investment advice or as a
recommendation to enter into this Transaction, it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction
No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of this Transaction 

(ii) Assessment and Understanding It is capable of assessing the merits of and understanding (on its own behalf or through independent professional
advice), and understands and accepts, the terms, conditions and risks of this Transaction It is also capable of assuming, and assumed, the risks of this Transaction 

(iii) Status of Parties The other party is not acting as a fiduciary for, or an adviser to it in respect of this Transaction 

  
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	7	Please confirm that the foregoing correctly sets forth the terms of our agreement by having an authorized officer sign this Confirmation and return it via facsimile or email to 


Attention Derivative Documentation 

Telephone 44 20 7547 4755 

Facsimile 44 20 7545 9761 
 E-mail
Derivative Documentation@db.com 
 This message will be the only form of Confirmation dispatched by us If you wish to exchange hard copy forms of this
Confirmation, please contact us 
 Yours sincerely 

Deutsche Bank AG 
  

					
		 	By:	 	  /s/ Jon Abela

		 	Name:	 	Jon Abela
		 	Authorized Signatory

  

			
	 By:
	 	  /s/ Paul Carter

	 Name:
	 	Paul Carter
	Authorized Signatory

 Confirmed as of the date first written above 
  

			
	Town Sports International LLC
		
	By	 	  /s/ Kieran Sikso

	Name	 	Kieran Sikso
	Title	 	VP Finance


  
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