14.06
Reliance
143
14.07
Subordination
143
14.08
Waiver
144
14.09
Payments
145
14.10
Maximum Liability
145
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
(v)
EXHIBIT B-4
Incremental Term Note
EXHIBIT C
Letter of Credit Request
EXHIBIT D
Section 5.04(b)(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
(vi)
CREDIT AGREEMENT, dated as of May 11, 2011, among TOWN SPORTS
INTERNATIONAL HOLDINGS, INC., a Delaware corporation ("Holdings"), TOWN SPORTS
INTERNATIONAL, LLC, a New York limited liability company (the "Borrower"), the
Lenders party hereto from time to time, and DEUTSCHE BANK TRUST COMPANY
AMERICAS, 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):
"Account" shall mean any Deposit Account or Securities Account.
"Account Control Agreement" shall mean a "control agreement" in form
and substance reasonably acceptable to the Administrative Agent and containing
terms regarding the treatment of all cash, Cash Equivalents and other amounts on
deposit in (or credited to) the respective Account governed by such Account
Control Agreement.
"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.