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...Credit Agreement • April 5th, 2004 • Town Sports International Holdings Inc • New York
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EXHIBIT 10.8 PLEDGE AGREEMENTPledge Agreement • April 5th, 2004 • Town Sports International Holdings Inc • New York
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EXHIBIT 10.9 SECURITY AGREEMENTSecurity Agreement • April 5th, 2004 • Town Sports International Holdings Inc • New York
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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
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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
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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
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TAX SHARING AGREEMENTTax Sharing Agreement • April 5th, 2004 • Town Sports International Holdings Inc • New York
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213,000,000 11% SENIOR DISCOUNT NOTES DUE 2014Purchase Agreement • April 5th, 2004 • Town Sports International Holdings Inc • New York
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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 10.10 HOLDCO GUARANTY HOLDCO GUARANTY, dated as of February 4, 2004 (as amended, modified or supplemented from time to time, this "Guaranty"), made by TOWN SPORTS INTERNATIONAL HOLDINGS, INC., a Delaware corporation (the "Guarantor"). Except...Guaranty • April 5th, 2004 • Town Sports International Holdings Inc • New York
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