SUBSIDIARIES GUARANTY
Exhibit 10.2
SUBSIDIARIES 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.
W I T N E S S E T H :
WHEREAS, Town Sports International Holdings, Inc., Town Sports International, LLC (the
“Borrower”), the lenders from time to time party thereto (the “Lenders”) and Deutsche Bank
Trust Company Americas, as administrative agent (together with any successor administrative agent,
the “Administrative Agent”), have entered into a Credit Agreement, dated as of May 11, 2011
(as amended, modified, restated, extended, restructured and/or supplemented from time to time,
together with any agreement refinancing in full the Indebtedness under such agreement or successor
agreements to the extent such agreement provides that it is to be the “Credit Agreement” hereunder,
the “Credit Agreement”), providing for the making of Loans to, and the issuance of, and
participation in, Letters of Credit for the account of, the Borrower as contemplated therein (the
Lenders, the Collateral Agent, the Issuing Xxxxxxx and the Administrative Agent are herein called
the “Lender Creditors”);
WHEREAS, the Borrower and/or one or more of its Subsidiaries may at any time and from time to
time enter into one or more Interest Rate Protection Agreements or Other Hedging Agreements with
one or more Lenders or any affiliate thereof (each such Lender or affiliate, even if the respective
Lender subsequently ceases to be a Lender under the Credit Agreement for any reason, together with
such Lender’s or affiliate’s successors and assigns, if any, collectively, the “Other
Creditors” and, together with the Lender Creditors, the “Secured Creditors”);
WHEREAS, each Guarantor is a direct or indirect Wholly-Owned Domestic Subsidiary of the
Borrower;
WHEREAS, it is a condition precedent to the making of Loans to the Borrower, and the issuance
of, and participation in, Letters of Credit for the account of the Borrower under the Credit
Agreement and to the Other Creditors entering into Interest Rate Protection Agreements and Other
Hedging Agreements that each Guarantor shall have executed and delivered to the Administrative
Agent this Guaranty; and
WHEREAS, each Guarantor will obtain benefits from the incurrence of Loans to the Borrower, and
the issuance of, and participation in, Letters of Credit for the account of the Borrower under the
Credit Agreement and the entering into by the Borrower and/or one or more of its Subsidiaries of
Interest Rate Protection Agreements or Other Hedging Agreements and,
Signature page to Town Sports Subsidiaries Guaranty — 2011
accordingly, desires to execute this Guaranty in order to satisfy the condition described in
the preceding paragraph;
NOW, THEREFORE, in consideration of the foregoing and other benefits accruing to each
Guarantor, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby
makes the following representations and warranties to the Secured Creditors and hereby covenants
and agrees with each Secured Creditor as follows:
1. Each Guarantor, jointly and severally, irrevocably, absolutely and unconditionally
guarantees as a primary obligor and not merely as a surety: (i) to the Lender Creditors the full
and prompt payment when due (whether at the stated maturity, by required prepayment, declaration,
acceleration, demand or otherwise) of (x) the principal of, premium, if any, and interest on the
Notes issued by, and the Loans made to, the Borrower under the Credit Agreement, and all
reimbursement obligations and Unpaid Drawings with respect to Letters of Credit and (y) all other
obligations (including, without limitation, obligations which, but for the automatic stay under
Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness owing by the
Borrower to the Lender Creditors under the Credit Agreement and each other Credit Document (as
defined in the Credit Agreement, as any such document may be amended, modified, restated and/or
supplemented from time to time in connection with the Credit Agreement) to which the Borrower is a
party (including, without limitation, indemnities, Fees and interest thereon (including, without
limitation, any interest accruing after the commencement of any bankruptcy, insolvency,
receivership or similar proceeding at the rate provided for in the Credit Agreement, whether or not
such interest is an allowed claim in any such proceeding), whether now existing or hereafter
incurred under, arising out of or in connection with the Credit Agreement and any such other Credit
Document and the due performance and compliance by the Borrower with all of the terms, conditions,
covenants and agreements contained in all such Credit Documents (all such principal, premium,
interest, liabilities, indebtedness and obligations under this clause (i), except to the extent
consisting of obligations or liabilities with respect to Interest Rate Protection Agreements and
Other Hedging Agreements, being herein collectively called the “Credit Document
Obligations”); and (ii) to each Other Creditor the full and prompt payment when due (whether at
the stated maturity, by required prepayment, declaration, acceleration, demand or otherwise) of all
obligations (including, without limitation, obligations which, but for the automatic stay under
Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness (including,
without limitation, any interest accruing after the commencement of any bankruptcy, insolvency,
receivership or similar proceeding at the rate provided for in the respective Interest Rate
Protection Agreements or Other Hedging Agreements, whether or not such interest is an allowed claim
in any such proceeding) owing by the Borrower and/or one or more of its Subsidiaries under any
Interest Rate Protection Agreement or Other Hedging Agreement, whether now in existence or
hereafter arising, and the due performance and compliance by the Borrower and such Subsidiaries
with all of the terms, conditions, covenants and agreements contained in each Interest Rate
Protection Agreement and Other Hedging Agreement to which it is a party (all such obligations,
liabilities and indebtedness being herein collectively called the “Other Obligations” and,
together with the Credit Document Obligations, the “Guaranteed Obligations”). As used
herein, the term “Guaranteed Party” shall mean the Borrower and each Subsidiary thereof
party to any Interest Rate Protection Agreement or Other Hedging Agreement with an Other Creditor.
Each Guarantor understands, agrees and confirms that the Secured Creditors may enforce this
Guaranty up to the full amount of the Guaranteed Obligations against such Guarantor without
proceeding against any other Guarantor, the Borrower, any other Guaranteed Party, against any
security for the Guaranteed Obligations, or under any other guaranty covering all or a portion of
the Guaranteed Obligations.
2. Additionally, each Guarantor, jointly and severally, unconditionally, absolutely and
irrevocably, guarantees the payment of any and all Guaranteed Obligations upon the occurrence in
respect of the Borrower or any other Guaranteed Party of any of the events specified in Section
11.05 of the Credit Agreement, and unconditionally, absolutely and irrevocably, jointly and
severally, promises to pay such Guaranteed Obligations to the Secured Creditors, or order, on
demand. This Guaranty shall constitute a guaranty of payment and performance, and not of
collection.
3. The liability of each Guarantor hereunder is primary, absolute, joint and several, and
unconditional and is exclusive and independent of any security for or other guaranty of the
indebtedness of the Borrower or any other Guaranteed Party whether executed by such Guarantor, any
other Guarantor, any other guarantor or by any other party, and the liability of each Guarantor
hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever,
including, without limitation: (a) any direction as to application of payment by the Borrower or
any other Guaranteed Party or by any other party, (b) any other continuing or other guaranty,
undertaking or maximum liability of a Guarantor or of any other party as to the Guaranteed
Obligations, (c) any payment on or in reduction of any such other guaranty or undertaking, (d) any
dissolution, termination or increase, decrease or change in personnel by the Borrower or any other
Guaranteed Party, (e) the failure of a Guarantor to receive any benefit from or as a result of its
execution, delivery and performance of this Guaranty, (f) any payment made to any Secured Creditor
on the indebtedness which any Secured Creditor repays the Borrower or any other Guaranteed Party
pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor
relief proceeding, and each Guarantor waives any right to the deferral or modification of its
obligations hereunder by reason of any such proceeding, (g) any action or inaction by the Secured
Creditors as contemplated in Section 6 hereof or (h) any invalidity, recission,
irregularity or unenforceability of all or any part of the Guaranteed Obligations or of any
security therefor.
4. The obligations of each Guarantor hereunder are independent of the obligations of any other
Guarantor, any other guarantor, the Borrower or any other Guaranteed Party, and a separate action
or actions may be brought and prosecuted against each Guarantor whether or not action is brought
against any other Guarantor, any other guarantor, the Borrower or any other Guaranteed Party and
whether or not any other Guarantor, any other guarantor, the Borrower or any other Guaranteed Party
be joined in any such action or actions. Each Guarantor waives, to the fullest extent permitted by
applicable law, the benefits of any statute of limitations affecting its liability hereunder or the
enforcement thereof. Any payment by the Borrower or any other Guaranteed Party or other
circumstance which operates to toll any statute of limitations as to the Borrower or any other
Guaranteed Party shall operate to toll the statute of limitations as to each Guarantor.
5. Each Guarantor hereby waives (to the fullest extent permitted by applicable law) notice of
acceptance of this Guaranty and notice of the existence, creation or incurrence of any new or
additional liability to which it may apply, and waives promptness, diligence, presentment, demand
of payment, demand for performance, protest, notice of dishonor or nonpayment of any such
liabilities, suit or taking of other action by the Administrative Agent or any other Secured
Creditor against, and any other notice to, any party liable thereon (including such Guarantor, any
other Guarantor, any other guarantor, the Borrower or any other Guaranteed Party) and each
Guarantor further hereby waives any and all notice of the creation, renewal, extension or accrual
of any of the Guaranteed Obligations and notice or proof of reliance by any Secured Creditor upon
this Guaranty, and the Guaranteed Obligations shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended, modified, supplemented or waived, in
reliance upon this Guaranty.
6. Any Secured Creditor may (except as shall be required by applicable statute and cannot be
waived) at any time and from time to time without the consent of, or notice to, any Guarantor,
without incurring responsibility to such Guarantor, without impairing or releasing the obligations
or liabilities of such Guarantor hereunder, upon or without any terms or conditions and in whole or
in part:
(a) change the manner, place or terms of payment of, and/or change, increase or extend the
time of payment of, renew, increase, accelerate or alter, any of the Guaranteed Obligations
(including, without limitation, any increase or decrease in the rate of interest thereon or the
principal amount thereof), any security therefor, or any liability incurred directly or indirectly
in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations as so
changed, extended, increased, accelerated, renewed or altered;
(b) take and hold security for the payment of the Guaranteed Obligations and sell, exchange,
release, surrender, impair, realize upon or otherwise deal with in any manner and in any order any
property or other collateral by whomsoever at any time pledged or mortgaged to secure, or howsoever
securing, the Guaranteed Obligations or any liabilities (including any of those hereunder) incurred
directly or indirectly in respect thereof or hereof, and/or any offset there against;
(c) exercise or refrain from exercising any rights against the Borrower, any other Guaranteed
Party, any other Credit Party, any Subsidiary thereof, any other guarantor of the Guaranteed
Obligations or others or otherwise act or refrain from acting;
(d) release or substitute any one or more endorsers, Guarantors, other guarantors, the
Borrower, any other Guaranteed Party, or other obligors;
(e) settle or compromise any of the Guaranteed Obligations, any security therefor or any
liability (including any of those hereunder) incurred directly or indirectly in respect thereof or
hereof, and may subordinate the payment of all or any part thereof to the payment of any liability
(whether due or not) of the Borrower or any other Guaranteed Party to creditors of the Borrower or
such other Guaranteed Party other than the Secured Creditors;
(f) apply any sums by whomsoever paid or howsoever realized to any liability or liabilities of
the Borrower or any other Guaranteed Party to the Secured Creditors regardless of what liabilities
of the Borrower or such other Guaranteed Party remain unpaid;
(g) consent to or waive any breach of, or any act, omission or default under, any of the
Interest Rate Protection Agreements or Other Hedging Agreements, the Credit Documents or any of the
instruments or agreements referred to therein, or otherwise amend, modify or supplement any of the
Interest Rate Protection Agreements or Other Hedging Agreements, the Credit Documents or any of
such other instruments or agreements;
(h) act or fail to act in any manner referred to in this Guaranty which may deprive such
Guarantor of its right to subrogation against the Borrower or any other Guaranteed Party to recover
full indemnity for any payments made pursuant to this Guaranty; and/or
(i) take any other action or omit to take any other action which would, under otherwise
applicable principles of common law, give rise to a legal or equitable discharge of such Guarantor
from its liabilities under this Guaranty.
No invalidity, illegality, irregularity or unenforceability of all or any part of the
Guaranteed Obligations, the Credit Documents, the Interest Rate Protection Agreements and Other
Hedging Agreements or any other agreement or instrument relating to the Guaranteed Obligations or
of any security or guarantee therefor shall affect, impair or be a defense to this Guaranty, and
this Guaranty shall be primary, absolute and unconditional notwithstanding the occurrence of any
event or the existence of any other circumstances which might constitute a legal or equitable
discharge of a surety or guarantor except payment in full in cash of the Guaranteed Obligations.
7. This Guaranty is a continuing one and all liabilities to which it applies or may apply
under the terms hereof shall be conclusively presumed to have been created in reliance hereon. No
failure or delay on the part of any Secured Creditor in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein expressly specified are cumulative
and not exclusive of any rights or remedies which any Secured Creditor would otherwise have. No
notice to or demand on any Guarantor in any case shall entitle such Guarantor to any other further
notice or demand in similar or other circumstances or constitute a waiver of the rights of any
Secured Creditor to any other or further action in any circumstances without notice or demand. It
is not necessary for any Secured Creditor to inquire into the capacity or powers of the Borrower or
any other Guaranteed Party or the officers, directors, partners or agents acting or purporting to
act on its or their behalf, and any indebtedness made or created in reliance upon the professed
exercise of such powers shall be guaranteed hereunder.
8. Any indebtedness of the Borrower or any other Guaranteed Party now or hereafter held by any
Guarantor is hereby subordinated to the indebtedness of the Borrower or such other Guaranteed Party
to the Secured Creditors, and such indebtedness of the Borrower or such other Guaranteed Party to
any Guarantor, if the Administrative Agent or the Collateral Agent, after the occurrence and during
the continuance of an Event of Default, so requests, shall
be collected, enforced and received by such Guarantor as trustee for the Secured Creditors and
be paid over to the Secured Creditors on account of the indebtedness of the Borrower or the other
Guaranteed Parties to the Secured Creditors then due and owing or payable, if any, but without
otherwise affecting or impairing in any manner the liability of such Guarantor under the other
provisions of this Guaranty. Without limiting the generality of the foregoing, each Guarantor
hereby agrees with the Secured Creditors that it will not exercise any right of subrogation which
it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section
509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations have been irrevocably
paid in full in cash (other than contingent indemnification obligations that are not then due and
payable); provided, that if any amount shall be paid to such Guarantor on account of such
subrogation rights at any time prior to the irrevocable payment in full in cash of all the
Guaranteed Obligations, such amount shall be held in trust for the benefit of the Secured Creditors
and shall forthwith be paid to the Secured Creditors to be credited and applied upon the Guaranteed
Obligations, whether matured or unmatured, in accordance with the terms of the Credit Documents or,
if the Credit Documents do not provide for the application of such amount, to be held by the
Secured Creditors as collateral security for any Guaranteed Obligations thereafter existing.
9. (a) Each Guarantor waives any right (except as shall be required by applicable law and
cannot be waived) to require the Secured Creditors to: (i) proceed against the Borrower, any other
Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any
other party; (ii) proceed against or exhaust any security held from the Borrower, any other
Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any
other party; or (iii) pursue any other remedy in the Secured Creditors’ power whatsoever. Each
Guarantor waives any defense based on or arising out of any defense of the Borrower, any other
Guaranteed Party, any other Guarantor, any other guarantor of the Guaranteed Obligations or any
other party other than payment in full in cash of the Guaranteed Obligations in accordance with the
terms thereof, including, without limitation, any defense based on or arising out of the disability
of the Borrower, any other Guaranteed Party, any other Guarantor, any other guarantor of the
Guaranteed Obligations or any other party, or the unenforceability of the Guaranteed Obligations or
any part thereof from any cause, or the cessation from any cause of the liability of the Borrower
or any other Guaranteed Party other than payment in full of the Guaranteed Obligations in cash.
Any or all of the Collateral under the Credit Documents may be foreclosed upon in one or more
judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially
reasonable, and the Secured Creditors may exercise any other right or remedy the Secured Creditors
may have against the Borrower, any other Guaranteed Party or any other party, or any security,
without affecting or impairing in any way the liability of any Guarantor hereunder except to the
extent the Guaranteed Obligations have been paid in full in cash in accordance with the terms
thereof. Each Guarantor waives any defense arising out of any such election by the Secured
Creditors, even though such election operates to impair or extinguish any right of reimbursement or
subrogation or other right or remedy of such Guarantor against the Borrower, any other Guaranteed
Party or any other party or any security.
(b) Each Guarantor waives all presentments, demands for performance, protests and notices,
including, without limitation, notices of nonperformance, notices of protest, notices of dishonor,
notices of acceptance of this Guaranty, and notices of the existence, creation
or incurring of new or additional indebtedness. Each Guarantor assumes all responsibility for
being and keeping itself informed of the Borrower’s and each other Guaranteed Party’s financial
condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the
Guaranteed Obligations and the nature, scope and extent of the risks which such Guarantor assumes
and incurs hereunder, and agrees that the Secured Creditors shall have no duty to advise any
Guarantor of information known to them regarding such circumstances or risks. Each Guarantor
acknowledges and agrees that (x) the Secured Creditors shall have no obligation to investigate the
financial condition or affairs of the Borrower, any other Guaranteed Party or any other Guarantor
for the benefit of such Guarantor nor to advise such Guarantor of any fact respecting, or any
change in, the financial condition, assets or affairs of the Borrower, any other Guaranteed Party
or any other Guarantor that might become known to any Secured Creditor at any time, whether or not
such Secured Creditor knows or believes or has reason to know or believe that any such fact or
change is unknown to such Guarantor, or might (or does) increase the risk of such Guarantor as
guarantor hereunder, or might (or would) affect the willingness of such Guarantor to continue as a
guarantor of the Guaranteed Obligations hereunder and (y) the Secured Creditors shall have no duty
to advise any Guarantor of information known to them regarding any of the aforementioned
circumstances or risks.
(c) Each Guarantor hereby acknowledges and agrees that no Secured Creditor nor any other
Person shall be under any obligation (a) to marshal any assets in favor of such Guarantor or in
payment of any or all of the liabilities of any Guaranteed Party under the Credit Documents or the
obligation of such Guarantor hereunder or (b) to pursue any other remedy that such Guarantor may or
may not be able to pursue itself any right to which such Guarantor hereby waives.
(d) Each Guarantor warrants and agrees that each of the waivers set forth in Section 3 and in
this Section 9 is made with full knowledge of its significance and consequences and that if any of
such waivers are determined to be contrary to any applicable law or public policy, such waivers
shall be effective only to the maximum extent permitted by applicable law.
10. Notwithstanding anything to the contrary contained elsewhere in this Guaranty, the Secured
Creditors agree that this Guaranty may be enforced only by the action of the Administrative Agent
or the Collateral Agent, in each case acting upon the instructions of the Required Lenders (or,
after the date on which all Credit Document Obligations have been paid in full, the holders of at
least a majority of the outstanding Other Obligations) and that no other Secured Creditors shall
have any right individually to seek to enforce or to enforce this Guaranty or to realize upon the
security to be granted by the Security Documents, it being understood and agreed that such rights
and remedies may be exercised by the Administrative Agent or the Collateral Agent or, after all the
Credit Document Obligations have been paid in full (other than contingent indemnification
obligations that are not then due and payable), by the holders of at least a majority of the
outstanding Other Obligations, as the case may be, for the benefit of the Secured Creditors upon
the terms of this Guaranty and the Security Documents. The Secured Creditors further agree that
this Guaranty may not be enforced against any director, officer, employee, partner, member or
stockholder of any Guarantor (except to the extent such partner, member or stockholder is also a
Guarantor hereunder). It is understood and agreed that the agreement in this Section 10 is
among and solely for the benefit of the Secured Creditors and that, if the Required Lenders (or,
after the date on which all Credit Document Obligations have
been paid in full, the holders of at least a majority of the outstanding Other Obligations) so
agree (without requiring the consent of any Guarantor), this Guaranty may be directly enforced by
any Secured Creditor.
11. In order to induce the Lenders to make Loans to, and issue Letters of Credit for the
account of, the Borrower pursuant to the Credit Agreement, and in order to induce the Other
Creditors to execute, deliver and perform the Interest Rate Protection Agreements and Other Hedging
Agreements, each Guarantor represents, warrants and covenants that:
(a) Such Guarantor (i) is a duly organized and validly existing corporation, partnership or
limited liability company, as the case may be, in good standing under the laws of the jurisdiction
of its organization, (ii) has the corporate, partnership or limited liability company power and
authority, as the case may be, to own its property and assets and to transact the business in which
it is engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do
business and is in good standing in each jurisdiction where the nature of its business requires
such qualification except (x) in the case of preceding clauses (i) and (ii), for Immaterial
Subsidiaries, and (y) in the case of preceding clause (iii), for failures to be so qualified which,
either individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.
(b) Such Guarantor has the corporate, partnership or limited liability company power and
authority, as the case may be, to execute, deliver and perform the terms and provisions of this
Guaranty and each other Credit Document to which it is a party and has taken all necessary
corporate, partnership or limited liability company action, as the case may be, to authorize the
execution, delivery and performance by it of this Guaranty and each such other Credit Document.
Such Guarantor has duly executed and delivered this Guaranty and each other Credit Document to
which it is a party, and this Guaranty and each such other Credit Document constitutes the legal,
valid and binding obligation of such Guarantor enforceable in accordance with its terms, except to
the extent that the enforceability hereof or thereof may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights
and by equitable principles (regardless of whether enforcement is sought in equity or at law).
(c) Neither the execution, delivery or performance by such Guarantor of this Guaranty or any
other Credit Document to which it is a party, nor compliance by it with the terms and provisions
hereof and thereof, will (i) contravene in any material respect any provision of any applicable
law, statute, rule or regulation or any applicable order, writ, injunction or decree of any court
or governmental instrumentality, (ii) conflict with or result in any breach of any of the terms,
covenants, conditions or provisions of, or constitute a default under, or result in the creation or
imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security
Documents) upon any of the property or assets of such Guarantor or any of its Subsidiaries pursuant
to the terms of any indenture, mortgage, deed of trust, loan agreement, credit agreement, or any
other material agreement, contract or instrument to which such Guarantor or any of its Subsidiaries
is a party or by which it or any of its property or assets is bound or to which it may be subject
or (iii) violate any provision of the certificate or articles of incorporation, by-laws,
partnership agreement or limited liability company agreement (or
equivalent organizational documents), as the case may be, of such Guarantor or any of its
Subsidiaries.
(d) No order, consent, approval, license, authorization or validation of, or filing, recording
or registration with (except as have been obtained or made and which remain in full force and
effect), or exemption by, any governmental or public body or authority, or any subdivision thereof,
is required to authorize, or is required for, (i) the execution, delivery and performance of this
Guaranty by such Guarantor or any other Credit Document to which such Guarantor is a party or (ii)
the legality, validity, binding effect or enforceability of this Guaranty or any other Credit
Document to which such Guarantor is a party.
(e) There are no actions, suits or proceedings pending or, to such Guarantor’s knowledge,
threatened (i) with respect to this Guaranty or any other Credit Document to which such Guarantor
is a party or (ii) with respect to such Guarantor or any of its Subsidiaries that, either
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
12. The Guarantors hereby jointly and severally agree to pay all reasonable out-of-pocket
costs and expenses of the Administrative Agent in connection with the enforcement of this Guaranty
and of the Administrative Agent in connection with any amendment, waiver or consent relating hereto
(including, in each case, without limitation, the reasonable fees and disbursements of counsel
employed by the Administrative Agent).
13. This Guaranty shall be binding upon each Guarantor and its successors and assigns and
shall inure to the benefit of the Secured Creditors and their successors and assigns.
14. Neither this Guaranty nor any provision hereof may be changed, waived, discharged or
terminated except with the written consent of each Guarantor directly affected thereby and with the
written consent of either (x) the Required Lenders (or, to the extent required by Section 13.12 of
the Credit Agreement, with the written consent of each Lender) at all times prior to the time on
which all Credit Document Obligations have been paid in full (other than contingent indemnification
obligations that are not then due and payable) or (y) the holders of at least a majority of the
outstanding Other Obligations at all times after the time on which all Credit Document Obligations
have been paid in full (other than contingent indemnification obligations that are not then due and
payable); provided, that any change, waiver, modification or variance affecting the rights
and benefits of a single Class (as defined below) of Secured Creditors (and not all Secured
Creditors in a like or similar manner) shall also require the written consent of the Requisite
Creditors (as defined below) of such Class of Secured Creditors (it being understood that the
addition or release of any Guarantor hereunder in accordance with the terms hereof or the Credit
Agreement shall not constitute a change, waiver, discharge or termination affecting any Guarantor
other than the Guarantor so added or released and shall not require the consent of any Secured
Creditor other than the Administrative Agent). For the purpose of this Guaranty, the term
“Class” shall mean each class of Secured Creditors, i.e., whether (x) the Lender
Creditors as holders of the Credit Document Obligations or (y) the Other Creditors as the holders
of the Other Obligations. For the purpose of this Guaranty, the term “Requisite Creditors”
of any Class shall mean (x) with respect to the Credit Document
Obligations, the Required Lenders (or, to the extent required by Section 13.12 of the Credit
Agreement, each Lender) and (y) with respect to the Other Obligations, the holders of at least a
majority of all obligations outstanding from time to time under the Interest Rate Protection
Agreements and Other Hedging Agreements.
15. Each Guarantor acknowledges that an executed (or conformed) copy of each of the Credit
Documents and Interest Rate Protection Agreements or Other Hedging Agreements has been made
available to a senior officer of such Guarantor and such officer is familiar with the contents
thereof.
16. In addition to any rights and remedies now or hereafter granted under applicable law
(including, without limitation, Section 151 of the New York Debtor and Secured Creditor Law), the
Security Documents or otherwise, and not by way of limitation of any such rights or remedies, upon
any Guaranteed Obligation becoming due and payable by the Borrower (whether at the stated maturity,
by acceleration or otherwise), each Secured Creditor is hereby authorized, at any time or from time
to time, without notice to any Guarantor or to any other Person, any such notice being expressly
waived, to set off and to appropriate and apply any and all deposits (general or special) and any
other indebtedness at any time held or owing by such Secured Creditor (including, without
limitation, by branches and agencies of such Secured Creditor wherever located) to or for the
credit or the account of such Guarantor, against and on account of the obligations and liabilities
of such Guarantor to such Secured Creditor under this Guaranty, irrespective of whether or not such
Secured Creditor shall have made any demand hereunder and although said obligations, liabilities,
deposits or claims, or any of them, shall be contingent or unmatured.
17. Except as otherwise provided herein, all notices, requests, demands or other
communications to or upon the respective parties hereto shall be sent or delivered by mail,
telecopy or courier service and all such notices and communications shall, when mailed, telecopied,
or sent by overnight courier, be effective when deposited in the mails, delivered to the overnight
courier, as the case may be, or sent by telecopier, except that notices and communications to the
Administrative Agent or any Guarantor shall not be effective until received by the Administrative
Agent or such Guarantor, as the case may be. All notices and other communications shall be in
writing and addressed to such party at (i) in the case of any Lender Creditor, as provided in the
Credit Agreement, (ii) in the case of any Guarantor, at its address set forth opposite its
signature page below, and (iii) in the case of any Other Creditor, at such address as such Other
Creditor shall have specified in writing to the Borrower; or in any case at such other address as
any of the Persons listed above may hereafter notify the others in writing.
18. If any claim is ever made upon any Secured Creditor for repayment or recovery of any
amount or amounts received in payment or on account of any of the Guaranteed Obligations and any of
the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree or
order of any court or administrative body having jurisdiction over such payee or any of its
property or (ii) any settlement or compromise of any such claim effected by such payee with any
such claimant (including, without limitation, the Borrower or any other Guaranteed Party) then and
in such event each Guarantor agrees that any such judgment, decree, order, settlement or compromise
shall be binding upon such Guarantor, notwithstanding any
revocation hereof or the cancellation of any Note, any Interest Rate Protection Agreement, any
Other Hedging Agreement or any other instrument evidencing any liability of the Borrower or any
other Guaranteed Party, and such Guarantor shall be and remain liable to the aforesaid payees
hereunder for the amount so repaid or recovered to the same extent as if such amount had never
originally been received by any such payee.
19. (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE SECURED CREDITORS AND OF THE
UNDERSIGNED HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF
NEW YORK. Any legal action or proceeding with respect to this Guaranty or any other Credit
Document to which any Guarantor is a party shall be brought in the courts of the State of New York
or of the United States of America for the Southern District of New York in each case which are
located in the County of New York, and, by execution and delivery of this Guaranty, each Guarantor
hereby irrevocably accepts for itself and in respect of its property, generally and
unconditionally, the exclusive jurisdiction of the aforesaid courts. Each Guarantor hereby further
irrevocably waives any claim that any such court lacks personal jurisdiction over such Guarantor,
and agrees not to plead or claim in any legal action or proceeding with respect to this Guaranty or
any other Credit Document to which such Guarantor is a party brought in any of the aforesaid courts
that any such court lacks personal jurisdiction over such Guarantor. Each Guarantor further
irrevocably consents to the service of process out of any of the aforementioned courts in any such
action or proceeding by the mailing of copies thereof by registered or certified mail, postage
prepaid, to such Guarantor at its address set forth opposite its signature below, such service to
become effective 30 days after such mailing. Each Guarantor hereby irrevocably waives any
objection to such service of process and further irrevocably waives and agrees not to plead or
claim in any action or proceeding commenced hereunder or under any other Credit Document to which
such Guarantor is a party that such service of process was in any way invalid or ineffective.
Nothing herein, however, shall affect the right of any of the Secured Creditors to serve process in
any other manner permitted by law or to commence legal proceedings or otherwise proceed against
each Guarantor in any other jurisdiction.
(b) Each Guarantor hereby irrevocably waives (to the fullest extent permitted by applicable
law) any objection which it may now or hereafter have to the laying of venue of any of the
aforesaid actions or proceedings arising out of or in connection with this Guaranty or any other
Credit Document to which such Guarantor is a party brought in the courts referred to in clause (a)
above and hereby further irrevocably waives and agrees not to plead or claim in any such court that
such action or proceeding brought in any such court has been brought in an inconvenient forum.
(c) EACH GUARANTOR AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS
GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE OTHER CREDIT DOCUMENTS TO WHICH SUCH
GUARANTOR IS A PARTY OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
20. In the event that all of the Equity Interests of one or more Guarantors is sold or
otherwise disposed of or liquidated in compliance with the requirements of Section 10.02
of the Credit Agreement (or such sale, other disposition or liquidation has been approved in
writing by the Required Lenders (or all the Lenders if required by Section 13.12 of the Credit
Agreement)) and the proceeds of such sale, disposition or liquidation are applied in accordance
with the provisions of the Credit Agreement, to the extent applicable, such Guarantor shall upon
consummation of such sale or other disposition (except to the extent that such sale or disposition
is to Holdings or another Credit Party) be released from this Guaranty automatically and without
further action and this Guaranty shall, as to each such Guarantor or Guarantors, terminate, and
have no further force or effect (it being understood and agreed that the sale of one or more
Persons that own, directly or indirectly, all of the Equity Interests of any Guarantor shall be
deemed to be a sale of such Guarantor for the purposes of this Section 20).
21. At any time a payment in respect of the Guaranteed Obligations is made under this
Guaranty, the right of contribution of each Guarantor against each other Guarantor shall be
determined as provided in the immediately following sentence, with the right of contribution of
each Guarantor to be revised and restated as of each date on which a payment (a “Relevant
Payment”) is made on the Guaranteed Obligations under this Guaranty. At any time that a
Relevant Payment is made by a Guarantor that results in the aggregate payments made by such
Guarantor in respect of the Guaranteed Obligations to and including the date of the Relevant
Payment exceeding such Guarantor’s Contribution Percentage (as defined below) of the aggregate
payments made by all Guarantors in respect of the Guaranteed Obligations to and including the date
of the Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Guarantor
shall have a right of contribution against each other Guarantor who has made payments in respect of
the Guaranteed Obligations to and including the date of the Relevant Payment in an aggregate amount
less than such other Guarantor’s Contribution Percentage of the aggregate payments made to and
including the date of the Relevant Payment by all Guarantors in respect of the Guaranteed
Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an
amount equal to (x) a fraction the numerator of which is the Aggregate Excess Amount of such
Guarantor and the denominator of which is the Aggregate Excess Amount of all Guarantors multiplied
by (y) the Aggregate Deficit Amount of such other Guarantor. A Guarantor’s right of contribution
pursuant to the preceding sentences shall arise at the time of each computation, subject to
adjustment to the time of each computation; provided that no Guarantor may take any action
to enforce such right until the Guaranteed Obligations have been irrevocably paid in full in cash
and the Total Commitment and all Letters of Credit have been terminated, it being expressly
recognized and agreed by all parties hereto that any Guarantor’s right of contribution arising
pursuant to this Section 21 against any other Guarantor shall be expressly junior and
subordinate to such other Guarantor’s obligations and liabilities in respect of the Guaranteed
Obligations and any other obligations owing under this Guaranty. As used in this Section
21: (i) each Guarantor’s “Contribution Percentage” shall mean the percentage obtained
by dividing (x) the Adjusted Net Worth (as defined below) of such Guarantor by (y) the aggregate
Adjusted Net Worth of all Guarantors; (ii) the “Adjusted Net Worth” of each Guarantor shall
mean the greater of (x) the Net Worth (as defined below) of such Guarantor and (y) zero; and (iii)
the “Net Worth” of each Guarantor shall mean the amount by which the fair saleable value of
such Guarantor’s assets on the date of any Relevant Payment exceeds its existing debts and other
liabilities (including contingent liabilities, but without giving effect to any Guaranteed
Obligations arising under this Guaranty or any guaranteed obligations arising under any guaranty of
the Senior Notes) on such date. Notwithstanding anything to the contrary contained above, any
Guarantor that is released from this Guaranty pursuant to Section 20
hereof shall thereafter have no contribution obligations, or rights, pursuant to
this Section 21, and at the time of any such release, if the released Guarantor had an
Aggregate Excess Amount or an Aggregate Deficit Amount, same shall be deemed reduced to $0, and the
contribution rights and obligations of the remaining Guarantors shall be recalculated on the
respective date of release (as otherwise provided above) based on the payments made hereunder by
the remaining Guarantors. All parties hereto recognize and agree that, except for any right of
contribution arising pursuant to this Section 21, each Guarantor who makes any payment in
respect of the Guaranteed Obligations shall have no right of contribution or subrogation against
any other Guarantor in respect of such payment until all of the Guaranteed Obligations have been
irrevocably paid in full in cash (other than contingent indemnification obligations that are not
then due and payable). Each of the Guarantors recognizes and acknowledges that the rights to
contribution arising hereunder shall constitute an asset in favor of the party entitled to such
contribution. In this connection, each Guarantor has the right to waive its contribution right
against any Guarantor to the extent that after giving effect to such waiver such Guarantor would
remain solvent, in the reasonable determination of the Required Lenders.
22. Each Guarantor and each Secured Creditor (by its acceptance of the benefits of this
Guaranty) hereby confirms that it is its intention that this Guaranty not constitute a fraudulent
transfer or conveyance for purposes of the Bankruptcy Code, the Uniform Fraudulent Conveyance Act
of any similar Federal or state law. To effectuate the foregoing intention, each Guarantor and
each Secured Creditor (by its acceptance of the benefits of this Guaranty) hereby irrevocably
agrees that the Guaranteed Obligations guaranteed by such Guarantor shall be limited to such amount
as will, after giving effect to such maximum amount and all other (contingent or otherwise)
liabilities of such Guarantor that are relevant under such laws and after giving effect to any
rights to contribution pursuant to any agreement providing for an equitable contribution among such
Guarantor and the other Guarantors, result in the Guaranteed Obligations of such Guarantor in
respect of such maximum amount not constituting a fraudulent transfer or conveyance.
23. This Guaranty may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A set of counterparts
executed by all the parties hereto shall be lodged with the Borrower and the Administrative Agent.
24. All payments made by any Guarantor hereunder will be made without setoff, counterclaim or
other defense and on the same basis as payments are made by the Borrower under Sections 5.03 and
5.04 of the Credit Agreement.
25. It is understood and agreed that any Wholly-Owned Domestic Subsidiary of the Borrower that
is required to execute a counterpart of this Guaranty after the date hereof pursuant to the Credit
Agreement shall become a Guarantor hereunder by (x) executing and delivering a counterpart hereof
(or a Joinder Agreement) to the Administrative Agent and (y) taking all actions as specified in
this Guaranty as would have been taken by such Guarantor had it been an original party to this
Guaranty, in each case with all documents and actions required to be taken above to be taken to the
reasonable satisfaction of the Administrative Agent.
* * *
IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed and delivered as of
the date first above written.
Address:
|
TSI 000 XXXXXXXX, XXX | |
c/o Town Sports International, LLC
|
TSI ALEXANDRIA, LLC | |
0 Xxxx Xxxxx, 4th Floor
|
TSI ALEXANDRIA WEST, LLC | |
New York, NY 10001
|
TSI ALLSTON, LLC | |
Attention: Xxx Xxxxxxxxx
|
TSI ANDOVER, LLC | |
Tel. No.: (000) 000-0000
|
TSI ARDMORE, LLC | |
Fax No.: (000) 000-0000
|
TSI ARTHRO-FITNESS SERVICES, LLC | |
| TSI ASTORIA, LLC | ||
| TSI BATTERY PARK, LLC | ||
| TSI BAY RIDGE 00XX XXXXXX, LLC | ||
| TSI BAYONNE, LLC | ||
| TSI BAYRIDGE, LLC | ||
| TSI BENSONHURST, LLC | ||
| TSI BETHESDA, LLC | ||
| TSI BOYLSTON, LLC | ||
| TSI BROADWAY, LLC | ||
| TSI BROOKLYN BELT, LLC | ||
| TSI BRUNSWICK, LLC | ||
| TSI BULFINCH, LLC | ||
| TSI XXXXXX, LLC | ||
| TSI CARMEL, LLC | ||
| TSI CASH MANAGEMENT, LLC | ||
| TSI CENTRAL SQUARE, LLC | ||
| TSI CHERRY HILL, LLC | ||
| TSI CHEVY CHASE, LLC | ||
| TSI CLARENDON, LLC | ||
| TSI XXXXXXX, LLC | ||
| TSI COBBLE HILL, LLC | ||
| TSI COLONIA, LLC | ||
| TSI COLUMBIA HEIGHTS, LLC | ||
| TSI COMMACK, LLC | ||
| TSI CONNECTICUT AVENUE, LLC | ||
| TSI COURT STREET, LLC | ||
| TSI CROTON, LLC | ||
| TSI DANBURY, LLC | ||
| TSI XXXXX SQUARE, LLC | ||
| TSI DEDHAM, LLC, | ||
| each as a Guarantor |
| By: | /s/ Xxxxxx X. Xxxxxxxxx
|
|||||
| Title: Senior Vice President — Chief | ||||||
| Financial Officer |
Signature page to Town Sports Subsidiaries Guaranty — 2011
| TSI DEER PARK, LLC | ||
| TSI XXXXX FERRY, LLC | ||
| TSI DOWNTOWN CROSSING, LLC | ||
| TSI DUPONT CIRCLE, INC. | ||
| TSI DUPONT II, INC. | ||
| TSI EAST 23, LLC | ||
| TSI EAST 31, LLC | ||
| TSI EAST 34, LLC | ||
| TSI EAST 36, LLC | ||
| TSI EAST 41, LLC | ||
| TSI EAST 48, LLC | ||
| TSI EAST 51, LLC | ||
| TSI EAST 59, LLC | ||
| TSI EAST 76, LLC | ||
| TSI EAST 86, LLC | ||
| TSI EAST 91, LLC | ||
| TSI EAST BRUNSWICK, LLC | ||
| TSI EAST MEADOW, LLC | ||
| TSI ENGLEWOOD, LLC | ||
| TSI F STREET, LLC | ||
| TSI FAIRFAX, LLC | ||
| TSI FENWAY, LLC | ||
| TSI FIRST AVENUE, LLC | ||
| TSI FOREST HILLS, LLC | ||
| TSI FORT XXX, LLC | ||
| TSI FRAMINGHAM, LLC | ||
| TSI FRANKLIN (MA), LLC | ||
| TSI FRANKLIN PARK, LLC | ||
| TSI FREEHOLD, LLC | ||
| TSI GALLERY PLACE, LLC | ||
| TSI GARDEN CITY, LLC | ||
| TSI GARNERVILLE, LLC | ||
| TSI GEORGETOWN, LLC | ||
| TSI GERMANTOWN, LLC | ||
| TSI GLENDALE, LLC | ||
| TSI XXXXXX, LLC | ||
| TSI GRAND CENTRAL, LLC | ||
| TSI GREAT NECK, LLC | ||
| TSI GREENWICH, LLC, | ||
| each as a Guarantor |
| By: | /s/ Xxxxxx X. Xxxxxxxxx
|
|||||
| Title: Senior Vice President — Chief | ||||||
| Financial Officer |
Signature page to Town Sports Subsidiaries Guaranty — 2011
| TSI HARTSDALE, LLC | ||
| TSI HAWTHORNE, LLC | ||
| TSI HERALD, LLC | ||
| TSI HICKSVILLE, LLC | ||
| TSI HIGHPOINT, LLC | ||
| TSI HOBOKEN, LLC | ||
| TSI HOBOKEN NORTH, LLC | ||
| TSI HOLDINGS (CIP), LLC | ||
| TSI HOLDINGS (DC), LLC | ||
| TSI HOLDINGS (MA), LLC | ||
| TSI HOLDINGS (MD), LLC | ||
| TSI HOLDINGS (NJ), LLC | ||
| TSI HOLDINGS (PA), LLC | ||
| TSI HOLDINGS (VA), LLC | ||
| TSI HUNTINGTON, LLC | ||
| TSI INTERNATIONAL, INC. | ||
| TSI IRVING PLACE, LLC | ||
| TSI JAMAICA ESTATES, LLC | ||
| TSI JERSEY CITY, LLC | ||
| TSI K STREET, LLC | ||
| TSI LARCHMONT, LLC | ||
| TSI LEXINGTON (MA), LLC | ||
| TSI LINCOLN, LLC | ||
| TSI XXXXXXXXXX, LLC | ||
| TSI LONG BEACH, LLC | ||
| TSI LYNNFIELD, LLC | ||
| TSI M STREET, LLC | ||
| TSI MAHWAH, LLC | ||
| TSI MAMARONECK, LLC | ||
| TSI MARKET STREET, LLC | ||
| TSI MARLBORO, LLC | ||
| TSI MATAWAN, LLC | ||
| TSI XXXXXX STREET, LLC | ||
| TSI MIDWOOD, LLC | ||
| TSI MONTCLAIR, LLC | ||
| TSI XXXXXX PARK, LLC | ||
| TSI XXXXXX XXXX, LLC | ||
| TSI NANUET, LLC | ||
| TSI NATICK, LLC, | ||
| each as a Guarantor |
| By: | /s/ Xxxxxx X. Xxxxxxxxx
|
|||||
| Title: Senior Vice President — Chief | ||||||
| Financial Officer |
Signature page to Town Sports Subsidiaries Guaranty — 2011
| TSI NEW XXXXXXXX, LLC | ||
| TSI NEWARK, LLC | ||
| TSI NEWBURY STREET, LLC | ||
| TSI XXXXXX, LLC | ||
| TSI NO SWEAT, LLC | ||
| TSI NORTH BETHESDA, LLC | ||
| TSI NORWALK, LLC | ||
| TSI OCEANSIDE, LLC | ||
| TSI OLD BRIDGE, LLC | ||
| TSI PARSIPPANY, LLC | ||
| TSI PLAINSBORO, LLC | ||
| TSI PORT JEFFERSON, LLC | ||
| TSI PRINCETON, LLC | ||
| TSI PRINCETON NORTH, LLC | ||
| TSI PROVIDENCE DOWNTOWN, LLC | ||
| TSI PROVIDENCE EASTSIDE, LLC | ||
| TSI RADNOR, LLC | ||
| TSI XXXXXX, LLC | ||
| TSI READE STREET, LLC | ||
| TSI XXXX PARK, LLC | ||
| TSI RIDGEWOOD, LLC | ||
| TSI RODIN PLACE, LLC | ||
| TSI SCARSDALE, LLC | ||
| TSI SEAPORT, LLC | ||
| TSI SHERIDAN, LLC | ||
| TSI SILVER SPRING, LLC | ||
| TSI SMITHTOWN, LLC | ||
| TSI SOCIETY HILL, LLC | ||
| TSI SOHO, LLC | ||
| TSI XXXXXX, LLC | ||
| TSI SOMERSET, LLC | ||
| TSI SOUTH BETHESDA, LLC | ||
| TSI SOUTH END, LLC | ||
| TSI SOUTH PARK SLOPE, LLC | ||
| TSI SOUTH STATION, LLC | ||
| TSI SPRINGFIELD, LLC | ||
| TSI STAMFORD DOWNTOWN, LLC | ||
| TSI STAMFORD POST, LLC | ||
| TSI STAMFORD RINKS, LLC, | ||
| each as a Guarantor |
| By: | /s/ Xxxxxx X. Xxxxxxxxx
|
|||||
| Title: Senior Vice President — Chief | ||||||
| Financial Officer |
Signature page to Town Sports Subsidiaries Guaranty — 2011
| TSI STATEN ISLAND, LLC | ||
| TSI STERLING, LLC | ||
| TSI SUNNYSIDE, LLC | ||
| TSI SYOSSET, LLC | ||
| TSI UNIVERSITY MANAGEMENT, LLC | ||
| TSI VARICK STREET, LLC | ||
| TSI WALL STREET, LLC | ||
| TSI WALTHAM, LLC | ||
| TSI WASHINGTON, INC. | ||
| TSI WATER STREET, LLC | ||
| TSI WATERTOWN, LLC | ||
| TSI WAYLAND, LLC | ||
| TSI WELLESLEY, LLC | ||
| TSI WELLINGTON CIRCLE, LLC | ||
| TSI WEST 14, LLC | ||
| TSI WEST 16, LLC | ||
| TSI WEST 23, LLC | ||
| TSI WEST 38, LLC | ||
| TSI WEST 41, LLC | ||
| TSI WEST 44, LLC | ||
| TSI WEST 48, LLC | ||
| TSI WEST 52, LLC | ||
| TSI WEST 73, LLC | ||
| TSI WEST 76, LLC | ||
| TSI WEST 80, LLC | ||
| TSI WEST 94, LLC | ||
| TSI WEST 000XX XXXXXX, LLC | ||
| TSI WEST 125, LLC | ||
| TSI WEST 000XX XXXXXX, LLC | ||
| TSI WEST XXXXXXXX, LLC | ||
| TSI WEST HARTFORD, LLC | ||
| TSI WEST XXXXXX, LLC | ||
| TSI WEST NYACK, LLC | ||
| TSI WEST SPRINGFIELD, LLC | ||
| TSI WESTBOROUGH, LLC | ||
| TSI WESTPORT, LLC | ||
| TSI WESTWOOD, LLC | ||
| TSI WEYMOUTH, LLC, | ||
| each as a Guarantor |
| By: | /s/ Xxxxxx X. Xxxxxxxxx
|
|||||
| Title: Senior Vice President — Chief | ||||||
| Financial Officer |
Signature page to Town Sports Subsidiaries Guaranty — 2011
| TSI WHITE PLAINS, LLC | ||
| TSI WHITE PLAINS CITY CENTER, LLC | ||
| TSI WHITESTONE, LLC | ||
| TSI WOBURN, LLC | ||
| TSI WOODMERE, LLC |
| By: | /s/ Xxxxxx X. Xxxxxxxxx
|
|||||
| Title: Senior Vice President — Chief | ||||||
| Financial Officer |
Signature page to Town Sports Subsidiaries Guaranty — 2011
| Accepted and Agreed to: | ||||
| DEUTSCHE BANK TRUST COMPANY AMERICAS, | ||||
| as Administrative Agent | ||||
By:
|
/s/ Xxxxx Xxxxxx
|
|||
| Title: Director | ||||
By:
|
/s/ Xxxxxxx Xxxxxxxx
|
|||
| Title: Vice President | ||||
Signature page to Town Sports Subsidiaries Guaranty — 2011
