AS ISSUERTown Sports International Inc • June 6th, 2003 • Services-miscellaneous amusement & recreation • New York
DATED AS OF NOVEMBER 8, 1996 BY AND AMONGAgreement and Plan of Merger • November 24th, 1997 • Town Sports International Inc • New York
Exhibit 10.6 AMENDED AND RESTATED SHAREHOLDERS AGREEMENT ------------------------------------------- AMENDED AND RESTATED SHAREHOLDERS AGREEMENT ("AGREEMENT"), dated as of November 13, 1998, by and among TOWN SPORTS INTERNATIONAL, INC., a New York...Shareholders Agreement • March 16th, 1999 • Town Sports International Inc • Services-miscellaneous amusement & recreation • New York
OFOperating Agreement • June 6th, 2003 • Town Sports International Inc • Services-miscellaneous amusement & recreation • New York
ARTICLE ITown Sports International Inc • June 6th, 2003 • Services-miscellaneous amusement & recreation • Delaware
Exhibit 10.4 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT ("AGREEMENT"), dated as of November 30,1998, by and among TOWN SPORTS INTERNATIONAL, INC., a New York corporation (the "COMPANY"), FARALLON CAPITAL PARTNERS, L.P. ("FCP"), FARALLON CAPITAL...Stock Purchase Agreement • March 16th, 1999 • Town Sports International Inc • Services-miscellaneous amusement & recreation • New York
EXHIBIT 99.1 ASSET PURCHASE AGREEMENT THIS AGREEMENT is made as of February 27, 1998, by and among ULTRAFIT, INC. d/b/a OVOX FITNESS & SPORTS CENTER OF FREEHOLD, a New Jersey corporation, with an address at 200 Daniels Way, Freehold, New Jersey...Asset Purchase Agreement • April 13th, 1998 • Town Sports International Inc • Services-miscellaneous amusement & recreation • New Jersey
Exhibit 2.2 AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMENDMENT TO AGREEMENT AND PLAN OF MERGER ("Amendment"), dated December 10, 1996, among TSI Merger Sub, Inc., a New York Corporation ("Newco"), Town Sports International, Inc., a New York...Agreement and Plan of Merger • November 24th, 1997 • Town Sports International Inc
EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • June 6th, 2003 • Town Sports International Inc • Services-miscellaneous amusement & recreation
ARTICLE ITown Sports International Inc • June 6th, 2003 • Services-miscellaneous amusement & recreation • Delaware
ARTICLE ITown Sports International Inc • June 6th, 2003 • Services-miscellaneous amusement & recreation • Delaware
SEVENTH AMENDMENT -----------------Town Sports International Inc • March 14th, 2003 • Services-miscellaneous amusement & recreation • New York
40,000,000 9 3/4% Senior Notes due 2004Purchase Agreement • July 9th, 1999 • Town Sports International Inc • Services-miscellaneous amusement & recreation • New York
Between TOWN SPORTS INTERNATIONAL, INC. as Issuer andRegistration Rights Agreement • July 9th, 1999 • Town Sports International Inc • Services-miscellaneous amusement & recreation • New York
ARTICLE ITown Sports International Inc • June 6th, 2003 • Services-miscellaneous amusement & recreation • Delaware
ARTICLE ITown Sports International Inc • June 6th, 2003 • Services-miscellaneous amusement & recreation • Delaware
* * * 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.Registration Rights Agreement • March 9th, 2001 • Town Sports International Inc • Services-miscellaneous amusement & recreation • New York
ARTICLE ITown Sports International Inc • June 6th, 2003 • Services-miscellaneous amusement & recreation • Delaware
EXHIBIT 4.2 REGISTRATION RIGHTS AGREEMENT Dated as of April 16, 2003Registration Rights Agreement • June 6th, 2003 • Town Sports International Inc • Services-miscellaneous amusement & recreation • New York
STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT ("AGREEMENT"), dated as of November 13, 1998, by and among TOWN SPORTS INTERNATIONAL, INC., a New York corporation (the "COMPANY"), CANTERBURY MEZZANINE CAPITAL, L.P., a Delaware limited partnership...Stock Purchase Agreement • March 16th, 1999 • Town Sports International Inc • Services-miscellaneous amusement & recreation • New York
ARTICLE ILimited Liability Company Operating Agreement • June 6th, 2003 • Town Sports International Inc • Services-miscellaneous amusement & recreation • Delaware
Exhibit 99.2 ASSET PURCHASE AGREEMENT THIS AGREEMENT is made as of August 4, 1998, by and among LIFESTYLE FITNESS OF SPRINGFIELD, INC., a New Jersey corporation, with an address at 215 Morris Avenue, Springfield, New Jersey 07081 ("Seller"), SHARAD...Agreement • August 12th, 1998 • Town Sports International Inc • Services-miscellaneous amusement & recreation • New Jersey
Exhibit 99.4 ASSET PURCHASE AGREEMENT THIS AGREEMENT is made as of August 4, 1998, by and among LIFESTYLE FITNESS OF PLAINSBORO, INC., a New Jersey corporation, with an address at 10 Schalks Crossing Road, Plainsboro, New Jersey 08536 ("Seller"),...Agreement • August 12th, 1998 • Town Sports International Inc • Services-miscellaneous amusement & recreation • New Jersey
EXHIBIT 3.262 TSI PRINCETON, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENT LIMITED LIABILITY COMPANY OPERATING AGREEMENT of TSI PRINCETON, LLC, a Delaware limited liability company (the "Company"), dated May 14, 1997, among the persons listed on...Town Sports International Inc • June 6th, 2003 • Services-miscellaneous amusement & recreation • Delaware
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT, dated as of December 10, 1996, by and among TOWN SPORTS INTERNATIONAL, INC., a New York corporation (the "Company"), BRUCKMANN, ROSSER, SHERRILL & CO., L.P., a Delaware limited...Registration Rights Agreement • November 24th, 1997 • Town Sports International Inc • New York
2- 3 (c) The Company has all requisite power and authority to execute, deliver and perform this Agreement and the other Transaction Documents.Stock Purchase Agreement • March 9th, 2001 • Town Sports International Inc • Services-miscellaneous amusement & recreation • New York
ARTICLE ITown Sports International Inc • June 6th, 2003 • Services-miscellaneous amusement & recreation • Delaware
SECOND AMENDMENTSecond Amendment • March 16th, 2000 • Town Sports International Inc • Services-miscellaneous amusement & recreation • New York
as Company andTown Sports International Inc • November 24th, 1997 • New York
AMENDED AND RESTATED CREDIT AGREEMENT among TOWN SPORTS INTERNATIONAL, INC., VARIOUS LENDING INSTITUTIONS, and BANKERS TRUST COMPANY, AS ADMINISTRATIVE AGENT ____________________________________ Dated as of October 16, 1997...Credit Agreement • November 24th, 1997 • Town Sports International Inc • New York
THIRD AMENDMENTThird Amendment • July 9th, 1999 • Town Sports International Inc • Services-miscellaneous amusement & recreation • New York
DRAFT 8/3/98 ASSET PURCHASE AGREEMENT THIS AGREEMENT is made as of August 4, 1998, by and among LIFESTYLE FITNESS OF PARSIPPANY, INC., a New Jersey corporation, with an address at Galleria 10 Route 10 East, Morris Plains, New Jersey 07054 ("Seller"),...Assignment and Assumption Agreement • August 12th, 1998 • Town Sports International Inc • Services-miscellaneous amusement & recreation • New Jersey
85,000,000 9 3/4% SENIOR NOTES DUE 2004Registration Rights Agreement • November 24th, 1997 • Town Sports International Inc • New York
EXHIBIT I AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of June 7, 2000 (herein together with the Appendices, Schedules and Exhibits attached hereto, referred to as the "Agreement") by and among TOWN SPORTS INTERNATIONAL, INC., a...Agreement and Plan of Merger • July 28th, 2000 • Town Sports International Inc • Services-miscellaneous amusement & recreation • Massachusetts
EXHIBIT 99.5 ASSET PURCHASE AGREEMENT THIS AGREEMENT is made as of February 27, 1998, by and among MAXIFIT, LTD. d/b/a OVOX FITNESS & SPORTS CENTER OF OLD BRIDGE, a New Jersey corporation, with an address at Browntown Shopping Center, Route 516 & Gaub...Asset Purchase Agreement • April 13th, 1998 • Town Sports International Inc • Services-miscellaneous amusement & recreation • New Jersey
