Exhibit 99.8
OMNIBUS AMENDMENT
OMNIBUS AMENDMENT, dated August 6, 1998, by and among LIFESTYLE FITNESS OF
SOMERSET, INC., a New Jersey Corporation, with an address at 000 Xxxxx Xxxxx
Xxxx, Xxxxxxxx, Xxx Xxxxxx 00000; LIFESTYLE FITNESS OF FRANKLIN, INC., a New
Jersey Corporation, with an address at 0000 Xxxxx 00 Xxxxx 000, Xxxxxxxx Xxxx,
Xxx Xxxxxx 00000; LIFESTYLE FITNESS OF PLAINSBORO, INC., a New Jersey
Corporation, with an address at 00 Xxxxxxx Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx
00000; LIFESTYLE FITNESS OF PARSIPPANY, INC., a New Jersey Corporation, with an
address at Galleria 00 Xxxxx 00 Xxxx, Xxxxxx Xxxxxx, Xxx Xxxxxx 00000; LIFESTYLE
FITNESS OF SPRINGFIELD, INC., a New Jersey Corporation, with an address at 000
Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxxxx 00000; and LIFESTYLE FITNESS OF
WOODBRIDGE, INC., a New Jersey Corporation, with an address at 0000 Xxxxx 00 xxx
Xxxxxxxx Xxxx, Xxxxxxx, Xxx Xxxxxx 00000 (collectively, the "Sellers"); XXXXXX
XXXXXXX, an individual and a shareholder of Seller with an address at 00
Xxxxxxxx Xxxxx, Xxxxx Xxxx, Xxx Xxxxxx 00000 ("Agarwal") and XXXXXXX HOST, an
individual and a shareholder of Seller with an address at 00 Xxxxxxxxxx Xxxxx,
Xxxxxxxx, Xxx Xxxxxx 00000 ("Host") (Agarwal and Host sometimes collectively
referred to herein as "Sellers' Principals"); and TSI SOMERSET, LLC, TSI
FRANKLIN PARK, LLC, TSI PLAINSBORO, LLC, TSI PARSIPPANY, LLC, TSI SPRINGFIELD,
LLC, and TSI COLONIA, LLC , each a Delaware limited liability company, with an
address c/o Town Sports International, Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 (collectively, the "Buyers").
W I T N E S S E T H:
WHEREAS, on August 4, 1998, Buyers, Sellers and Sellers' Principals,
completed and agreed to all of the terms and provisions of various agreements
intended to transfer substantially all of the assets of Sellers to Buyers;
specifically each of the following agreements: (i) six (6) Asset Purchase
Agreements each dated as of August 4, 1998, among certain of the parties to this
Amendment, and a related Xxxx of Sale, Assignment and Assumption Agreement and
Assignment and Assumption of Seller's Lease for each such transaction; (ii) a
Non-Competition Agreement; (iii) a TSI Note; and (iv) an Undertaking Agreement.
In addition, certain other ancillary documents necessary to effectuate such
transactions were also agreed to in principal by the parties. The documents
referred to in this "Whereas" clause shall be collectively referred to
hereinafter as the "Agreements"; terms defined in the Asset Purchase Agreements
are used herein as therein defined;
WHEREAS, on August 4, 1998, the parties convened to execute said
Agreements and at all times relevant thereto, the parties were ready, willing
and able to effectuate the contemplated transactions;
WHEREAS, on August 4, 1998, the Agreements were not executed due to the
failure to obtain the signature of Owner (as defined herein) on the Owner's
Consent and Lease Modification Agreement (the "Modification Agreement") dated
August 4, 1998, by and between COLONIA LIMITED PARTNERSHIP, having an address
c/o Rosen Associates Management Corp., 000 Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxx Xxxx
00000 (hereinafter referred to as "Owner") and TSI COLONIA, LLC, which said
Modification Agreement was necessary to the proper and final completion of the
contemplated transactions;
WHEREAS, on August 4, 1998, the parties agreed to reconvene on August 6,
1998 to execute the Agreements in order to effectuate the contemplated
transactions;
WHEREAS, the parties have now obtained the signature of Owner and wish to
complete the above-referenced transactions, in accordance with the terms of the
Agreements as modified by this Amendment;
NOW, THEREFORE, in consideration of the mutual terms, covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1. The "Closing Date" as defined in the Agreements shall be deemed to be
"August 6, 1998" not "August 4, 1998."
2. Since all checks, including certified checks were finalized on August
4, 1998, and the actual Closing Date is now August 6, 1998, the parties have
determined that certain allocations and adjustments to the Purchase Price and
related offsets are required. The parties have, therefore, agreed to exchange
the checks signed on August 4, 1998, and in addition, to exchange certain
additional checks in order to properly adjust for the period from August 4, 1998
to August 6, 1998. The amended allocation amounts and the additional check
amounts are annexed hereto as Exhibit A.
3. The TSI Note, payable on August 4, 2000, as referred to in the
Agreements, shall now be deemed payable on August 6, 2000. All other terms of
the TSI Note shall remain in full force and effect and shall not be modified by
this Amendment.
4. The parties agree that this Amendment shall be governed by the laws of
the State of New Jersey.
5. This Amendment shall inure to the benefit of and be binding upon the
successors and permitted assigns of Buyers, Sellers and Sellers' Principals.
6. All other terms and provisions of the Agreements shall remain in full
force and effect except as specifically set forth herein.
IN WITNESS WHEREOF, Sellers, Sellers Principals and Buyers have caused
this Amendment to be signed as of the 6th day of August, 1998.
LIFESTYLE FITNESS OF SOMERSET, INC.
By: /Xxxxxxx Host/
-------------------------------------
Name:
Title: President
LIFESTYLE FITNESS OF FRANKLIN, INC.
By: /Xxxxxx Xxxxxxx/
-------------------------------------
Name:
Title: President
LIFESTYLE FITNESS OF PLAINSBORO, INC.
By: /Xxxxxx Xxxxxxx/
-------------------------------------
Name:
Title: President
LIFESTYLE FITNESS OF PARSIPPANY, INC.
By: /Xxxxxxx Host/
-------------------------------------
Name:
Title: President
LIFESTYLE FITNESS OF SPRINGFIELD, INC.
By: /Xxxxxxx Host/
-------------------------------------
Name:
Title: President
LIFESTYLE FITNESS OF WOODBRIDGE, INC.
By: /Xxxxxx Xxxxxxx/
-------------------------------------
Name:
Title: President
/Xxxxxxx Host/
-------------------------------------
XXXXXXX HOST
/Xxxxxx Xxxxxxx/
-------------------------------------
XXXXXX XXXXXXX
AGREED AND ACKNOWLEDGED:
TSI SOMERSET, LLC
By: /X. Xxxxxxxxxxxxx/
-----------------------------
Xxxxxxxxx Xxxxxxxxxxxxx
Executive Vice President
TSI FRANKLIN PARK, LLC
By: /X. Xxxxxxxxxxxxx/
-----------------------------
Xxxxxxxxx Xxxxxxxxxxxxx
Executive Vice President
TSI PLAINSBORO, LLC
By: /X. Xxxxxxxxxxxxx/
-----------------------------
Xxxxxxxxx Xxxxxxxxxxxxx
Executive Vice President
TSI PARSIPPANY, LLC
By: /X. Xxxxxxxxxxxxx/
-----------------------------
Xxxxxxxxx Xxxxxxxxxxxxx
Executive Vice President
TSI SPRINGFIELD, LLC
By: /X. Xxxxxxxxxxxxx/
-----------------------------
Xxxxxxxxx Xxxxxxxxxxxxx
Executive Vice President
TSI COLONIA, LLC
By: /X. Xxxxxxxxxxxxx/
-----------------------------
Xxxxxxxxx Xxxxxxxxxxxxx
Executive Vice President
