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
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 4.04(b)(ii) Certificate
EXHIBIT E
Opinion of Proskauer Rose LLP
EXHIBIT F
Officers' Certificate
EXHIBIT G-1
Borrower/Sub Pledge Agreement
EXHIBIT G-2
Holdings 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
Incremental Term Loan Commitment Agreement
CREDIT AGREEMENT, dated as of February 27, 2007, 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 11 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. Amount and Terms of Credit.
1.01 The Commitments. (a) Subject to and upon the terms and conditions set
forth herein, each Lender with an Initial Term Loan Commitment severally agrees
to make a term loan or term loans (each, an "Initial Term Loan" and,
collectively, the "Initial Term Loans") to the Borrower, which Initial Term
Loans (i) shall be incurred pursuant to a single drawing on the Initial
Borrowing Date, (ii) shall be denominated in Dollars, (iii) except as
hereinafter provided, shall, at the option of the Borrower, be incurred and
maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans,
provided that, (A) except as otherwise specifically provided in Section 1.10(b),
all Initial Term Loans comprising the same Borrowing shall at all times be of
the same Type, and (B) unless the Administrative Agent otherwise has agreed or
has determined that the Syndication Date has occurred (at which time this clause
(B) shall no longer be applicable), no more than one Borrowing of Initial Term
Loans to be maintained as Eurodollar Loans may be incurred prior to the 30th day
after the Initial Borrowing Date, which Borrowing of Eurodollar Loans may only
have an Interest Period of one month and which may only be made within five
Business Days after the Initial Borrowing Date, and (iv) shall be made by each
such Lender in that aggregate principal amount which does not exceed the Initial
Term Loan Commitment of such Lender on the Initial Borrowing Date. Once repaid,
Initial Term Loans incurred hereunder may not be reborrowed.