Exhibit 10.2
FIRST AMENDMENT
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FIRST AMENDMENT (this "Amendment"), dated as of August 5, 1998, among
TOWN SPORTS INTERNATIONAL, INC., a New York corporation (the "Borrower"), the
various lending institutions party to the Credit Agreement referred to below
(the "Banks"), and BANKERS TRUST COMPANY, as administrative agent (the
"Administrative Agent"). All capitalized terms used herein and not otherwise
defined shall have the respective meanings provided such terms in the Credit
Agreement referred to below.
W I T N E S S E T H :
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WHEREAS, the Borrower, the Banks and the Administrative Agent are
parties to an Amended and Restated Credit Agreement, dated as of October 16,
1997, (the "Credit Agreement");
WHEREAS, the parties hereto wish to amend the Credit Agreement to
increase the Total Commitment thereunder to $25,000,000; and
NOW, THEREFORE, it is agreed that as of the First Amendment Effective
Date (as defined below):
1. ANNEX I to the Credit Agreement is hereby deleted in its entirety
and replaced by ANNEX I attached hereto and made a part hereof and thereof.
2. Section 8.10 of the Credit Agreement is hereby amended by (i)
deleting Section 8.10 in its entirety and (ii) replacing it with a new Section
8.10 as set forth below:
8.10 NET LEVERAGE RATIO. The Borrower will not permit the Net
Leverage Ratio on the last day of any calendar month which day occurs during a
period set forth below to be greater than the ratio set forth opposite such
period below:
Period Ratio
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Effective Date through Fiscal quarter ending November 30, 1998 5:5:1
November 30, 1998 through December 31, 1998 5.4:1
December 31, 1998 through January 31, 1999 5.3:1
January 31, 1999 through February 28, 1999 5.2:1
February 28, 1999 through March 31, 1999 5.0:1
March 31, 1999 through April 30, 1999 4.8:1
April 30, 1999 through May 31, 1999 4.6:1
May 31, 1999 through Fiscal quarter ending August 31, 1999 4.5:1
Fiscal quarter ending November 30, 1999 4.2:1
Fiscal quarter ending February 29, 2000 4.1:1
Fiscal quarter ending May 31, 2000 4.0:1
Fiscal quarter ending August 31, 2000 3.9:1
Fiscal quarter ending November 30, 2000 3.85:1
Fiscal quarter ending February 28, 20001 3.80:1
Each Fiscal Quarter Thereafter 3.75:1
3. The definition of "Consolidated EBITDAD" in Section 10 of the
Credit Agreement shall be amended by adding the following proviso to the end
thereof:
"; provided that Consolidated EBITDAD shall include, on a pro forma
basis for any period for the calculation thereof, EBITDAD of any
Person or business acquired during such period for which the Borrower
provides audited financial evidence thereof, so long as for any
calculation of Consolidated EBITDAD, (x) no more than 15% of such
amount shall be included as a result of this proviso and (y) no more
than $5 million shall be included as a result of this proviso."
4. In order to induce the Banks to enter into this First Amendment,
the Borrower hereby represents and warrants that on the First Amendment
Effective Date, both before and after giving effect to this First Amendment and
the transactions contemplated hereby, (1) no Default or Event of Default shall
exist and (2) all of the representations and warranties contained in the Credit
Documents shall be true and correct in all material respects, with the same
effect as though such representations and warranties had been made on and as of
the First Amendment Effective Date (it being understood that any representation
or warranty made as of a specific date shall be true and correct in all material
respects as of such specific date).
5. This First Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
6. This First Amendment may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered shall be an original, but all
of which shall together constitute one and the same instrument. A complete set
of counterparts shall be lodged with the Borrower and the Agent.
7. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
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8. This First Amendment shall become effective as of the date hereof
(the "First Amendment Effective Date") when the Borrower, the Required Banks
(including each Bank whose Commitment is increased pursuant hereto) and the
Administrative Agent shall have signed a copy hereof (whether the same or
different copies) and shall have delivered (including by way of telecopier) the
same to the Administrative Agent.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
Address: TOWN SPORTS INTERNATIONAL, INC.
000 Xxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By
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Attention: Xxxxxxx Xxxx Title:
One Bankers Trust Plaza - 34th Floor BANKERS TRUST COMPANY,
Xxx Xxxx, Xxx Xxxx 00000 Individually and as Administrative Agent
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By
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Attention: Xxxxxxxx X. Xxxxx Title:
000 Xxxxx Xxxxxx XXXX XX XXXXXXXX
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By
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Attention: Xxxxx Xxxx Tat Title:
ANNEX I
COMMITMENTS
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BANK
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COMMITMENT
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Bankers Trust Company $12,500,000
Bank of Scotland $12,500,000
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$25,000,000
