EXHIBIT 10.8 PLEDGE AGREEMENTPledge Agreement • April 5th, 2004 • Town Sports International Holdings Inc • New York
Contract Type FiledApril 5th, 2004 Company Jurisdiction
EXHIBIT 10.9 SECURITY AGREEMENTSecurity Agreement • April 5th, 2004 • Town Sports International Holdings Inc • New York
Contract Type FiledApril 5th, 2004 Company Jurisdiction
EXECUTION AGREEMENT REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of February 4, 2004, by and among TOWN SPORTS INTERNATIONAL HOLDINGS, INC., a Delaware corporation (the "Company"), TOWN SPORTS INTERNATIONAL, INC., a New York...Registration Rights Agreement • April 5th, 2004 • Town Sports International Holdings Inc • New York
Contract Type FiledApril 5th, 2004 Company Jurisdiction
EXHIBIT 10.4 STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT ("Agreement"), dated as of February 4, 2004, by and among TOWN SPORTS INTERNATIONAL HOLDINGS, INC., a Delaware corporation (the "Company"), TOWN SPORTS INTERNATIONAL, INC., a New York...Stockholders Agreement • April 5th, 2004 • Town Sports International Holdings Inc • New York
Contract Type FiledApril 5th, 2004 Company Jurisdiction
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 28th, 2016 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • Delaware
Contract Type FiledJuly 28th, 2016 Company Industry JurisdictionTHIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the ___ day of June, 2016 (the “Effective Date”), by and between Town Sports International Holdings, Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).
EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT Dated as of February 4, 2004 By and Between TOWN SPORTS INTERNATIONAL HOLDINGS, INC.Registration Rights Agreement • April 5th, 2004 • Town Sports International Holdings Inc • New York
Contract Type FiledApril 5th, 2004 Company Jurisdiction
TAX SHARING AGREEMENTTax Sharing Agreement • April 5th, 2004 • Town Sports International Holdings Inc • New York
Contract Type FiledApril 5th, 2004 Company Jurisdiction
EXHIBIT 10.2 FIRST AMENDMENT FIRST AMENDMENT (this "Amendment"), dated as of January 27, 2004, among TOWN SPORTS INTERNATIONAL, INC. (the "Borrower"), the financial institutions party to the Credit Agreement referred to below (the "Lenders"), and...First Amendment • April 5th, 2004 • Town Sports International Holdings Inc • New York
Contract Type FiledApril 5th, 2004 Company Jurisdiction
Exhibit 10.11 PROFESSIONAL SERVICES AGREEMENT PROFESSIONAL SERVICES AGREEMENT, dated as of December 10, 1996, by and among TOWN SPORTS INTERNATIONAL, INC., a New York corporation (the "Company"), BRUCKMANN, ROSSER, SHERRILL & CO., INC., a Delaware...Professional Services Agreement • June 16th, 2004 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
Contract Type FiledJune 16th, 2004 Company Industry Jurisdiction
EXHIBIT 10.3 TOWN SPORTS INTERNATIONAL, INC. RESTRUCTURING AGREEMENT This RESTRUCTURING AGREEMENT (this "Agreement") is made as of February 4, 2004, by and among Town Sports International, Inc., a New York corporation (the "Company"), Town Sports...Restructuring Agreement • April 5th, 2004 • Town Sports International Holdings Inc • New York
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EXHIBIT 10.14 EXECUTIVE STOCK AGREEMENT EXECUTIVE STOCK AGREEMENT, dated as of December 10, 1996, by and among TOWN SPORTS INTERNATIONAL, INC., a New York corporation (the "Company"), ROBERT GIARDINA (the "Executive"), BRUCKMANN, ROSSER, SHERRILL &...Executive Stock Agreement • June 16th, 2004 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
Contract Type FiledJune 16th, 2004 Company Industry Jurisdiction
CREDIT AGREEMENT dated as of December 28, 2020 among TOWN SPORTS INTERNATIONAL HOLDINGS, INC., as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, and ALTER DOMUS (US) LLC, as Administrative AgentCredit Agreement • December 29th, 2020 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
Contract Type FiledDecember 29th, 2020 Company Industry JurisdictionTHIS CREDIT AGREEMENT (this “Agreement”), dated as of December 28, 2020, is entered into by and among TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (the “Borrower”), the financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), and ALTER DOMUS (US) LLC, as Administrative Agent.
213,000,000 11% SENIOR DISCOUNT NOTES DUE 2014Town Sports International Holdings Inc • April 5th, 2004 • New York
Company FiledApril 5th, 2004 Jurisdiction
] Shares TOWN SPORTS INTERNATIONAL HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
Contract Type FiledMay 22nd, 2006 Company Industry JurisdictionCredit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
CREDIT AGREEMENT among TOWN SPORTS INTERNATIONAL HOLDINGS, INC., TOWN SPORTS INTERNATIONAL, LLC, VARIOUS LENDERS and DEUTSCHE BANK TRUST COMPANY AMERICAS, as ADMINISTRATIVE AGENT Dated as of February 27, 2007 DEUTSCHE BANK SECURITIES INC., as SOLE...Credit Agreement • March 5th, 2007 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs
Contract Type FiledMarch 5th, 2007 Company IndustryCREDIT 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.
AMENDED ENGAGEMENT LETTER AGREEMENTEngagement Letter Agreement • September 14th, 2020 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
Contract Type FiledSeptember 14th, 2020 Company Industry JurisdictionThis Engagement Letter Agreement (the “Agreement”) is made as of May 1, 2017, by and among Town Sports International, Inc., a corporation with its corporate headquarters located at 5 Penn Plaza, New York, New York 10001 (“TSI” or the “Company”), and Stuart M Steinberg P.C., a professional corporation, with its offices located at 2 Rodeo Drive, Edgewood, New York 11717 (the “Firm”).
RIGHTS AGREEMENT TOWN SPORTS INTERNATIONAL HOLDINGS, INC. and COMPUTERSHARE INC., as Rights Agent Dated as of December 31, 2014Rights Agreement • January 2nd, 2015 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • Delaware
Contract Type FiledJanuary 2nd, 2015 Company Industry JurisdictionRights Agreement, dated as of December 31, 2014 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”) between Town Sports International Holdings, Inc., a Delaware corporation (the “Company”), and Computershare Inc. (the “Rights Agent”).
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • March 25th, 2015 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • Delaware
Contract Type FiledMarch 25th, 2015 Company Industry JurisdictionThis Agreement (this “Agreement”) is made and entered into as of March 24, 2015, by and among Town Sports International Holdings, Inc. (the “Company”), PW Partners Atlas Fund III LP (“Atlas Fund III”), PW Partners Master Fund LP (“PW Master Fund”), PW Partners Atlas Funds, LLC (“Atlas Fund GP”), PW Partners, LLC (“PW Master Fund GP”), PW Partners Capital Management LLC (“PW Capital Management”), Patrick Walsh (“Mr. Walsh” and collectively, with Atlas Fund III, Atlas Fund GP, PW Master Fund, PW Master Fund GP and PW Capital Management, the “PW Group Shareholders”), HG Vora Special Opportunities Master Fund, Ltd. (“HG Vora Master Fund”), HG Vora Capital Management, LLC (“HG Vora Capital Management”), Parag Vora (“Mr. Vora” and collectively, with HG Vora Master Fund and HG Vora Capital Management, the “HG Vora Group Shareholders,” and collectively, with the PW Group Shareholders, the “PW Group/HG Vora Group Shareholders”) (each of the Company and the PW Group/HG Vora Group Shareholders, a
ContractProfessional Services Agreement • March 22nd, 2005 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
Contract Type FiledMarch 22nd, 2005 Company Industry JurisdictionThis FIRST AMENDMENT to PROFESSIONAL SERVICES AGREEMENT (this “First Amendment”), is dated as of June 1, 2004, by and between TOWN SPORTS INTERNATIONAL, INC., a New York corporation (the “Company”), and BRUCKMANN, ROSSER, SHERRILL & CO., INC. (the “Consultant”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Professional Services Agreement, dated as of December 10, 1996, by and between the Company and the Consultant (the “Professional Services Agreement”).
Deutsche Bank Deutsche Bank AG New York New York, NY 10005 Revised as of November 20, 2012 Date: July 8, 2011 To: Town Sports International, LLC Attention: Dan Gallagher Facsimile no.: (212) 246-8422 Our Reference: Global No. N1539871N (previously...Town Sports International Holdings Inc • February 25th, 2013 • Services-membership sports & recreation clubs
Company FiledFebruary 25th, 2013 IndustryThe 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 22nd, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • Delaware
Contract Type FiledMay 22nd, 2006 Company Industry JurisdictionTHIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of May [___], 2006, between Town Sports International Holdings, Inc., a Delaware corporation (the “Company,” which for the purposes of this Agreement shall include any Subsidiary, as defined herein), and the person named as Indemnitee on the signature page hereto (the “Indemnitee”).
SUBSIDIARIES GUARANTYSubsidiaries Guaranty • May 11th, 2011 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs
Contract Type FiledMay 11th, 2011 Company IndustrySUBSIDIARIES GUARANTY, dated as of May 11, 2011 (as amended, modified or supplemented from time to time, this “Guaranty”), made by each of the undersigned guarantors (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 25 hereof, the “Guarantors”). Except as otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
RETENTION AWARD AGREEMENTRetention Award Agreement • September 14th, 2020 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • Delaware
Contract Type FiledSeptember 14th, 2020 Company Industry JurisdictionTHIS RETENTION AWARD AGREEMENT (this “Agreement”) is entered into and effective as of September 8, 2020 (the “Effective Date”), by and between Town Sports International, LLC, a New York limited liability company (the “Company”), and Phillip Juhan, an employee of the Company (“Employee”).
SECURITY AGREEMENT among TOWN SPORTS INTERNATIONAL, LLC, CERTAIN SUBSIDIARIES OF TOWN SPORTS INTERNATIONAL, LLC and DEUTSCHE BANK TRUST COMPANY AMERICAS, as COLLATERAL AGENT Dated as of February 27, 2007Security Agreement • March 5th, 2007 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
Contract Type FiledMarch 5th, 2007 Company Industry Jurisdiction
EXHIBIT 10.12 2003 EXECUTIVE STOCK AGREEMENT THIS EXECUTIVE STOCK AGREEMENT, dated as of July 23, 2003, is made by and among TOWN SPORTS INTERNATIONAL, INC., a New York corporation (the "Company"), RANDY STEPHEN (the "Executive"), BRUCKMANN, ROSSER,...2003 Executive Stock Agreement • June 16th, 2004 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
Contract Type FiledJune 16th, 2004 Company Industry Jurisdiction
September 16, 2016 Mr. Greg Bartoli Town Sports International, LLC New York, NY 10001 Dear Greg:Separation Agreement • September 21st, 2016 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs
Contract Type FiledSeptember 21st, 2016 Company IndustryThis Separation Agreement (“Agreement”) will confirm our discussions regarding your separation from employment with Town Sports International, LLC and its parents, affiliates and subsidiaries (the “Company”) on mutually agreeable terms as set forth below. You and the Company (collectively, the “Parties”) agree that this Agreement represents the full and complete agreement concerning your separation from employment with the Company.
NON-QUALIFIED STOCK OPTION AGREEMENT TOWN SPORTS INTERNATIONAL HOLDINGS, INC.Non-Qualified Stock Option Agreement • November 2nd, 2015 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
Contract Type FiledNovember 2nd, 2015 Company Industry JurisdictionTHIS OPTION AGREEMENT, dated August 19, 2015 (this “Agreement”), between Town Sports International Holdings, Inc. (the “Company”) and Gregory Bartoli (the “Optionee”).
THIRD AMENDMENTThird Amendment • July 11th, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
Contract Type FiledJuly 11th, 2006 Company Industry JurisdictionTHIRD AMENDMENT (this “Amendment”), dated as of July 7, 2006, among TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (“Holdco”), TOWN SPORTS INTERNATIONAL, LLC (f/k/a TOWN SPORTS INTERNATIONAL, INC.) (the “Borrower”), the financial institutions party to the Credit Agreement referred to below (the “Lenders”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative Agent”), and acknowledged and agreed to by each of the Subsidiary Guarantors. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.
NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TOWN SPORTS INTERNATIONAL HOLDINGS, INC. 2006 STOCK INCENTIVE PLANNon-Qualified Stock Option Agreement • November 1st, 2007 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
Contract Type FiledNovember 1st, 2007 Company Industry JurisdictionTHIS AGREEMENT, dated as of , 200___(this “Agreement”), between Town Sports International Holdings, Inc. (the “Company”) and (the “Participant”).
RESTRICTED STOCK AGREEMENT PURSUANT TO THE TOWN SPORTS INTERNATIONAL HOLDINGS, INC. 2006 STOCK INCENTIVE PLAN (as amended and restated effective as of March 26, 2008)Restricted Stock Agreement • July 31st, 2008 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
Contract Type FiledJuly 31st, 2008 Company Industry JurisdictionTHIS AGREEMENT (this “Agreement”) made as of the ___ day of , 2008, by and between Town Sports International Holdings, Inc. (the “Company”) and (the “Participant”).
Mr. Robert Giardina c/o Town Sports International Holdings, Inc. 5 Penn Plaza New York, NY 10001 Dear Bob:Town Sports International Holdings Inc • November 1st, 2007 • Services-membership sports & recreation clubs • New York
Company FiledNovember 1st, 2007 Industry JurisdictionThis letter agreement confirms the terms that Town Sports International, LLC (the “Company”) is offering you in connection with your resignation from the employ of the Company and its affiliates and from all officer and director positions that you currently hold with the Company and its affiliates other than as a director of Town Sports International Holdings, Inc. (“TSI Holdings”).
ContractRegistration Rights Agreement • June 1st, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
Contract Type FiledJune 1st, 2006 Company Industry JurisdictionAMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT dated as of May 30, 2006 (this “Amendment”), among Town Sports International Holdings, Inc., a Delaware corporation (the “Company”), Town Sports International, Inc., a New York corporation (“TSI”), and those of the Stockholders (as defined in the Registration Rights Agreement referred to below) that are signatory hereto (the Company, TSI and such Stockholders are herein referred to collectively as the “Parties”).
SUBSIDIARIES GUARANTYSubsidiaries Guaranty • November 15th, 2013 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs
Contract Type FiledNovember 15th, 2013 Company IndustrySUBSIDIARIES GUARANTY, dated as of November 15, 2013 (as amended, modified or supplemented from time to time, this “Guaranty”), made by each of the undersigned guarantors (each a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 25 hereof, the “Guarantors”). Except as otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
ContractStephen Sherrill • March 29th, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
Contract Type FiledMarch 29th, 2006 Company Industry JurisdictionAMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT dated as of March 23, 2006 (this “Amendment”), among Town Sports International Holdings, Inc., a Delaware corporation (the “Company”), Town Sports International, Inc., a New York corporation (“TSI”), and those of the Stockholders (as defined in the Registration Rights Agreement referred to below) that are signatories hereto (the Company, TSI and such Stockholders are herein referred to collectively as the “Parties”).
AGREEMENT OF SALEAgreement of Sale • March 14th, 2014 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York
Contract Type FiledMarch 14th, 2014 Company Industry JurisdictionThis Assignment is made without any warranty or representation by, or recourse against, Assignor of any kind whatsoever except and to the extent expressly set forth in the Agreement of Sale, dated as of December , 2013, between Assignor and Assignee (the “Agreement of Sale”).