Exhibit 10.4
THIRD AMENDMENT
THIRD AMENDMENT (this "Amendment"), dated as of June 9, 1999,
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 :
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"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement
to permit an additional $40,000,000 of indebtedness under the Senior Notes;
NOW, THEREFORE, it is agreed that as of the Third Amendment
Effective Date (as defined below):
1. Section 8.04(b) of the Credit Agreement is hereby amended
by (i) deleting Section 8.04(b) in its entirety and (ii) replacing it with the
following new Section 8.04(b) as set forth below:
(b) Indebtedness of the Borrower incurred under the Senior
Notes not to exceed (x) $125,000,000 in aggregate principal amount for Senior
Notes in effect on the Restatement Effective Date and (y) $40,000,000 in
aggregate principal amount for any additional Senior Notes issued thereafter;
2. The definition of Senior Notes contained in Section 10 of
the Credit Agreement is hereby amended by (i) deleting the definition in its
entirety and (ii) replacing it with a new definition as set forth below:
"Senior Notes" shall mean the Borrower's unsecured 9.75% Notes
due December 16, 2004 as in effect on the Restatement Effective Date and any
additional Notes issued thereafter to the extent permitted under Section
8.04(b)(y) as may be amended, modified or supplemented pursuant to the terms
hereof and thereof.
3. In order to induce the Banks to enter into this Third
Amendment, the Borrower hereby represents and warrants that on the Third
Amendment Effective Date, both before and after giving effect to this Third
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 Third 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).
4. This Third 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.
5. This Third 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.
6. THIS THIRD 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.
7. This Third Amendment shall become effective as of the date
hereof (the "Third 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
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
By /s/ Xxxxxxx Xxxx
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Attention: Xxxxxxx Xxxx Title: CFO
One Bankers Trust Plaza - 34th Floor BANKERS TRUST COMPANY,
Xxx Xxxx, Xxx Xxxx 00000 Individually and as Administrative
Telephone: (000) 000-0000 Agent
Facsimile: (000) 000-0000
By /s/ Xxxx Xxx Xxxxx
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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 /s/ Xxxxx Xxxxx
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Attention: Title:
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