Town Sports International Holdings Inc Sample Contracts

EXHIBIT 10.8 PLEDGE AGREEMENT
Pledge Agreement • April 5th, 2004 • Town Sports International Holdings Inc • New York
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EXHIBIT 10.9 SECURITY AGREEMENT
Security Agreement • April 5th, 2004 • Town Sports International Holdings Inc • New York
INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 28th, 2016 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • Delaware

THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the ___ day of June, 2016 (the “Effective Date”), by and between Town Sports International Holdings, Inc., a Delaware corporation (the “Company”), and _______________ (“Indemnitee”).

TAX SHARING AGREEMENT
Tax Sharing Agreement • April 5th, 2004 • Town Sports International Holdings Inc • New York
CREDIT AGREEMENT dated as of December 28, 2020 among TOWN SPORTS INTERNATIONAL HOLDINGS, INC., as the Borrower, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, and ALTER DOMUS (US) LLC, as Administrative Agent
Credit Agreement • December 29th, 2020 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York

THIS CREDIT AGREEMENT (this “Agreement”), dated as of December 28, 2020, is entered into by and among TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (the “Borrower”), the financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”), and ALTER DOMUS (US) LLC, as Administrative Agent.

] Shares TOWN SPORTS INTERNATIONAL HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 22nd, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York

Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629

213,000,000 11% SENIOR DISCOUNT NOTES DUE 2014
Town Sports International Holdings Inc • April 5th, 2004 • New York
CREDIT AGREEMENT among TOWN SPORTS INTERNATIONAL HOLDINGS, INC., TOWN SPORTS INTERNATIONAL, LLC, VARIOUS LENDERS and DEUTSCHE BANK TRUST COMPANY AMERICAS, as ADMINISTRATIVE AGENT Dated as of February 27, 2007 DEUTSCHE BANK SECURITIES INC., as SOLE...
Credit Agreement • March 5th, 2007 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs

CREDIT AGREEMENT, dated as of February 27, 2007, among TOWN SPORTS INTERNATIONAL HOLDINGS, INC., a Delaware corporation (“Holdings”), TOWN SPORTS INTERNATIONAL, LLC, a New York limited liability company (the “Borrower”), the Lenders party hereto from time to time, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as administrative agent (in such capacity, the “Administrative Agent”). All capitalized terms used herein and defined in Section 11 are used herein as therein defined.

RIGHTS AGREEMENT TOWN SPORTS INTERNATIONAL HOLDINGS, INC. and COMPUTERSHARE INC., as Rights Agent Dated as of December 31, 2014
Rights Agreement • January 2nd, 2015 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • Delaware

Rights Agreement, dated as of December 31, 2014 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”) between Town Sports International Holdings, Inc., a Delaware corporation (the “Company”), and Computershare Inc. (the “Rights Agent”).

NOMINATION AND STANDSTILL AGREEMENT
Nomination and Standstill Agreement • March 25th, 2015 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • Delaware

This Agreement (this “Agreement”) is made and entered into as of March 24, 2015, by and among Town Sports International Holdings, Inc. (the “Company”), PW Partners Atlas Fund III LP (“Atlas Fund III”), PW Partners Master Fund LP (“PW Master Fund”), PW Partners Atlas Funds, LLC (“Atlas Fund GP”), PW Partners, LLC (“PW Master Fund GP”), PW Partners Capital Management LLC (“PW Capital Management”), Patrick Walsh (“Mr. Walsh” and collectively, with Atlas Fund III, Atlas Fund GP, PW Master Fund, PW Master Fund GP and PW Capital Management, the “PW Group Shareholders”), HG Vora Special Opportunities Master Fund, Ltd. (“HG Vora Master Fund”), HG Vora Capital Management, LLC (“HG Vora Capital Management”), Parag Vora (“Mr. Vora” and collectively, with HG Vora Master Fund and HG Vora Capital Management, the “HG Vora Group Shareholders,” and collectively, with the PW Group Shareholders, the “PW Group/HG Vora Group Shareholders”) (each of the Company and the PW Group/HG Vora Group Shareholders, a

Deutsche Bank Deutsche Bank AG New York New York, NY 10005 Revised as of November 20, 2012 Date: July 8, 2011 To: Town Sports International, LLC Attention: Dan Gallagher Facsimile no.: (212) 246-8422 Our Reference: Global No. N1539871N (previously...
Town Sports International Holdings Inc • February 25th, 2013 • Services-membership sports & recreation clubs

The purpose of this letter agreement is to set forth the terms and conditions of the Transaction entered into between Deutsche Bank AG (“DBAG”) and Town Sports International, LLC (“Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Agreement specified below.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 22nd, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of May [___], 2006, between Town Sports International Holdings, Inc., a Delaware corporation (the “Company,” which for the purposes of this Agreement shall include any Subsidiary, as defined herein), and the person named as Indemnitee on the signature page hereto (the “Indemnitee”).

AMENDED ENGAGEMENT LETTER AGREEMENT
Engagement Letter Agreement • September 14th, 2020 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York

This Engagement Letter Agreement (the “Agreement”) is made as of May 1, 2017, by and among Town Sports International, Inc., a corporation with its corporate headquarters located at 5 Penn Plaza, New York, New York 10001 (“TSI” or the “Company”), and Stuart M Steinberg P.C., a professional corporation, with its offices located at 2 Rodeo Drive, Edgewood, New York 11717 (the “Firm”).

SUBSIDIARIES GUARANTY
Subsidiaries Guaranty • May 11th, 2011 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs

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.

RETENTION AWARD AGREEMENT
Retention Award Agreement • September 14th, 2020 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • Delaware

THIS RETENTION AWARD AGREEMENT (this “Agreement”) is entered into and effective as of September 8, 2020 (the “Effective Date”), by and between Town Sports International, LLC, a New York limited liability company (the “Company”), and Phillip Juhan, an employee of the Company (“Employee”).

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September 16, 2016 Mr. Greg Bartoli Town Sports International, LLC New York, NY 10001 Dear Greg:
Separation Agreement • September 21st, 2016 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs

This Separation Agreement (“Agreement”) will confirm our discussions regarding your separation from employment with Town Sports International, LLC and its parents, affiliates and subsidiaries (the “Company”) on mutually agreeable terms as set forth below. You and the Company (collectively, the “Parties”) agree that this Agreement represents the full and complete agreement concerning your separation from employment with the Company.

NON-QUALIFIED STOCK OPTION AGREEMENT TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
Non-Qualified Stock Option Agreement • November 2nd, 2015 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York

THIS OPTION AGREEMENT, dated August 19, 2015 (this “Agreement”), between Town Sports International Holdings, Inc. (the “Company”) and Gregory Bartoli (the “Optionee”).

THIRD AMENDMENT
Third Amendment • July 11th, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York

THIRD AMENDMENT (this “Amendment”), dated as of July 7, 2006, among TOWN SPORTS INTERNATIONAL HOLDINGS, INC. (“Holdco”), TOWN SPORTS INTERNATIONAL, LLC (f/k/a TOWN SPORTS INTERNATIONAL, INC.) (the “Borrower”), the financial institutions party to the Credit Agreement referred to below (the “Lenders”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent (in such capacity, the “Administrative Agent”), and acknowledged and agreed to by each of the Subsidiary Guarantors. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement referred to below.

NON-QUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TOWN SPORTS INTERNATIONAL HOLDINGS, INC. 2006 STOCK INCENTIVE PLAN
Non-Qualified Stock Option Agreement • November 1st, 2007 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York

THIS AGREEMENT, dated as of , 200___(this “Agreement”), between Town Sports International Holdings, Inc. (the “Company”) and (the “Participant”).

RESTRICTED STOCK AGREEMENT PURSUANT TO THE TOWN SPORTS INTERNATIONAL HOLDINGS, INC. 2006 STOCK INCENTIVE PLAN (as amended and restated effective as of March 26, 2008)
Restricted Stock Agreement • July 31st, 2008 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York

THIS AGREEMENT (this “Agreement”) made as of the ___ day of , 2008, by and between Town Sports International Holdings, Inc. (the “Company”) and (the “Participant”).

Mr. Robert Giardina c/o Town Sports International Holdings, Inc. 5 Penn Plaza New York, NY 10001 Dear Bob:
Town Sports International Holdings Inc • November 1st, 2007 • Services-membership sports & recreation clubs • New York

This letter agreement confirms the terms that Town Sports International, LLC (the “Company”) is offering you in connection with your resignation from the employ of the Company and its affiliates and from all officer and director positions that you currently hold with the Company and its affiliates other than as a director of Town Sports International Holdings, Inc. (“TSI Holdings”).

Contract
Registration Rights Agreement • June 1st, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York

AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT dated as of May 30, 2006 (this “Amendment”), among Town Sports International Holdings, Inc., a Delaware corporation (the “Company”), Town Sports International, Inc., a New York corporation (“TSI”), and those of the Stockholders (as defined in the Registration Rights Agreement referred to below) that are signatory hereto (the Company, TSI and such Stockholders are herein referred to collectively as the “Parties”).

SUBSIDIARIES GUARANTY
Subsidiaries Guaranty • November 15th, 2013 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs

SUBSIDIARIES GUARANTY, dated as of November 15, 2013 (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.

Contract
Stephen Sherrill • March 29th, 2006 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York

AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT dated as of March 23, 2006 (this “Amendment”), among Town Sports International Holdings, Inc., a Delaware corporation (the “Company”), Town Sports International, Inc., a New York corporation (“TSI”), and those of the Stockholders (as defined in the Registration Rights Agreement referred to below) that are signatories hereto (the Company, TSI and such Stockholders are herein referred to collectively as the “Parties”).

AGREEMENT OF SALE
Agreement of Sale • March 14th, 2014 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York

This Assignment is made without any warranty or representation by, or recourse against, Assignor of any kind whatsoever except and to the extent expressly set forth in the Agreement of Sale, dated as of December , 2013, between Assignor and Assignee (the “Agreement of Sale”).

SECURITY AGREEMENT among TSI HOLDINGS II, LLC, TOWN SPORTS INTERNATIONAL, LLC, CERTAIN OTHER SUBSIDIARIES OF TSI HOLDINGS II, LLC and DEUTSCHE BANK AG NEW YORK BRANCH, as COLLATERAL AGENT Dated as of November 15, 2013
Security Agreement • November 15th, 2013 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • New York

SECURITY AGREEMENT, dated as of November 15, 2013, made by each of the undersigned assignors (each, an “Assignor” and, together with any other entity that becomes an assignor hereunder pursuant to Section 10.12 hereof, the “Assignors”) in favor of Deutsche Bank AG New York Branch, as collateral agent (together with any successor collateral agent, the “Collateral Agent”), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article IX hereof. Except as otherwise defined herein, all other capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

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