14.07
Subordination
124
14.08
Waiver
125
14.09
Payments
126
14.10
Maximum Liability
126
14.11
Keepwell
126
SCHEDULES
SCHEDULE I
Commitments
SCHEDULE II
Lender Addresses
SCHEDULE III
Existing Letters of Credit
SCHEDULE IV
Real Property
SCHEDULE V
Plans
SCHEDULE VI
Subsidiaries
SCHEDULE VII
Existing Indebtedness
SCHEDULE VIII
Insurance
SCHEDULE IX
Legal Names, Type of Organization (and Whether a Registered Organization);
Jurisdiction of Organization; etc.
SCHEDULE X
Existing Liens
SCHEDULE XI
Existing Investments
SCHEDULE XII
Reverse Dutch Auction Procedures
EXHIBITS
EXHIBIT A-1
Notice of Borrowing
EXHIBIT A-2
Notice of Conversion/Continuation
EXHIBIT B-1
Initial Term Note
EXHIBIT B-2
Revolving Note
EXHIBIT B-3
Swingline Note
EXHIBIT B-4
Incremental Term Note
EXHIBIT C
Letter of Credit Request
EXHIBIT D
Section 5.04(d)(ii) Certificate
EXHIBIT E
Opinion of Simpson Thacher & Bartlett LLP
EXHIBIT F
Officers' Certificate
EXHIBIT G
Pledge Agreement
EXHIBIT H
Security Agreement
EXHIBIT I
Subsidiaries Guaranty
EXHIBIT J
Solvency Certificate
EXHIBIT K
Compliance Certificate
EXHIBIT L
Assignment and Assumption Agreement
EXHIBIT M
Joinder Agreement
EXHIBIT N
Subordination Provisions
EXHIBIT O-1
Incremental Term Loan Commitment Agreement
EXHIBIT O-2
Incremental RL Commitment Agreement
EXHIBIT P
License Subsidiary Subordination Agreement
(v)
CREDIT AGREEMENT, dated as of November 15, 2013, among TSI HOLDINGS II, LLC, a
Delaware limited liability company ("Holdings"), TOWN SPORTS INTERNATIONAL, LLC,
a New York limited liability company (the "Borrower"), the Lenders party hereto
from time to time, and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent
(in such capacity, the "Administrative Agent"). All capitalized terms used
herein and defined in Section 1 are used herein as therein defined.
W I T N E S S E T H:
WHEREAS, subject to and upon the terms and conditions set forth herein, the
Lenders are willing to make available to the Borrower the respective credit
facilities provided for herein;
NOW, THEREFORE, IT IS AGREED:
SECTION 1. Definitions and Accounting Terms.
1.01 Defined Terms. As used in this Agreement, the following terms shall have
the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):
"86th Street Property" shall mean the Real Property owned by the Borrower or a
Subsidiary Guarantor and located at 151 East 86th Street, New York, New York
10028.
"86th Street Asset Sale" shall have the meaning provided in Section 5.02(d).
"Acquired Entity or Business" shall mean either (x) the assets and liabilities
constituting a business, division or product line of any Person not already a
Subsidiary of the Borrower or (y) 100% of the Equity Interests of any such
Person, which Person shall, as a result of such stock acquisition, become a
Wholly-Owned Domestic Subsidiary of the Borrower (or shall be merged with and
into the Borrower or a Subsidiary Guarantor, with the Borrower or such
Subsidiary Guarantor being the surviving Person); provided that any foreign
operations of any such Person may be held by one or more Foreign Subsidiaries of
such Person to the extent otherwise permitted under this Agreement.
"Additional Security Documents" shall have the meaning provided in Section