TOWN SPORTS INTERNATIONAL INC
AMENDMENT #2 TO SUBORDINATED CREDIT AGREEMENT
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<TYPE>EX-10.15
<SEQUENCE>4
<FILENAME>y59558ex10-15.txt
<DESCRIPTION>AMENDMENT #2 TO SUBORDINATED CREDIT AGREEMENT
<TEXT>
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                                                                   EXHIBIT 10.15




                               AMENDMENT NO. 2 TO
                          SUBORDINATED CREDIT AGREEMENT

         THIS AMENDMENT NO. 2 TO SUBORDINATED CREDIT AGREEMENT, dated as of
February 28, 2002 (the "AMENDMENT"), is entered into by and between
CAPITALSOURCE FINANCE LLC, a Delaware limited liability company ("LENDER"), and
TOWN SPORTS INTERNATIONAL, INC., a New York corporation ("BORROWER").
Capitalized terms used and not otherwise defined herein are used as defined in
the Agreement (as defined below).

         WHEREAS, the parties hereto entered into that certain Subordinated
Credit Agreement, dated as of November 6, 2000 (as amended, supplemented,
modified and/or restated as of the date hereof and from time to time, the
"AGREEMENT");

         WHEREAS, Interest under the Agreement is currently computed monthly at
a rate of thirteen percent (13%) per annum, and the Lender and Borrower have
agreed to change the Interest rate; and

         WHEREAS, the parties hereto desire to amend the Agreement in certain
respects as provided herein;

         NOW, THEREFORE, in consideration of the premises and the other mutual
covenants contained herein, the receipt and sufficiency are hereby acknowledged,
the parties hereto agree as follows:

         SECTION 1. AMENDMENTS.

         (i) Section 1.1 of the Agreement hereby is amended by adding the
following definition thereto in proper alphabetical order to read in full as
follows:

         "'Prime Rate' shall mean a fluctuating interest rate per annum equal at
         all times to the rate of interest announced publicly from time to time
         by Citibank, N.A. as its base rate; provided, that such rate is not
         necessarily the best rate offered to its customers, and, should Lender
         be unable to determine such rate, such other indication of the
         prevailing prime rate of interest as may reasonably be chosen by
         Lender; provided, that each change in fluctuating interest rate shall
         take effect simultaneously with the corresponding change in the Prime
         Rate."

         (ii) Section 2.5(a) of the Agreement hereby is amended and restated and
replaced in its entirety to read as follows:

         " (a) Interest on outstanding Advances shall be payable monthly in
         arrears on the first day of each calendar month at an annual rate of
         Prime Rate plus 3.0%, provided, however, that, notwithstanding, any
         other provision of this Agreement or any other Loan Document, the
         interest on outstanding Advances shall not be less than 12.75%."

         SECTION 2. AGREEMENT IN FULL FORCE AND EFFECT AS AMENDED. Except as
specifically amended hereby, the Agreement shall remain in full force and effect
and is hereby ratified and confirmed as so amended hereby. All references to the
Agreement shall be deemed to mean the Agreement as modified hereby. This
Agreement shall not constitute a novation of the Agreement, but shall constitute
an amendment thereof. The parties hereto agree to be bound by the terms and
conditions of the Agreement as amended by this Amendment, as though such terms
and conditions were set forth herein.

         SECTION 3. REPRESENTATIONS. The Borrower hereby represents and warrants
as of the date of this Amendment as follows: (i) it is duly incorporated,
validly existing and in good standing under the


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laws of its jurisdiction of organization; (ii) the execution, delivery and
performance by it of this Amendment are within its powers, have been duly
authorized, and do not contravene (A) its articles of incorporation or other
organizational documents, or (B) any applicable law; (iii) no consent, license,
permit, approval or authorization of, or registration, filing or declaration
with any Governmental Authority or other Person is required in connection with
the execution, delivery, performance, validity or enforceability of this
Amendment by or against it; (iv) this Amendment has been duly executed and
delivered by it; (v) this Amendment constitutes its legal, valid and binding
obligation enforceable against it in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally or by general principles of equity; and (vi) it is
not in default under the Agreement and no Default or Event of Default exists or
would result by the execution, delivery or performance of this Amendment.

                  SECTION 4. MISCELLANEOUS.

         (a) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of Lender, nor constitute a waiver of any provision of the
Agreement or any other Loan Document, or any other documents, instruments and
agreements executed or delivered in connection therewith or of any Event of
Default under any of the foregoing whether arising before or after the date
hereof or as a result of performance hereunder.

         (b) This Amendment may be executed in any number of counterparts
(including by facsimile), and by the different parties hereto on the same or
separate counterparts, each of which shall be deemed to be an original
instrument but all of which together shall constitute one and the same
agreement. The descriptive headings of the various sections of this Amendment
are inserted for convenience of reference only and shall not be deemed to affect
the meaning or construction of any of the provisions hereof. Whenever the
context and construction so require, all words used in the singular number
herein shall be deemed to have been used in the plural, and vice versa, and the
masculine gender shall include the feminine and neuter and the neuter shall
include the masculine and feminine.

         (c) This Amendment may not be amended or otherwise modified except by
written agreement of Borrower and Lender. This Amendment shall be considered
part of the Agreement and shall be a Loan Document for all purposes under the
Agreement.

         (d) This Amendment and the Agreement constitute the final entire
agreement and understanding between the parties with respect to the subject
matter hereof and thereof and may not be contradicted by evidence of prior,
contemporaneous or subsequent oral agreements between the parties, and shall be
binding upon and inure to the benefit of the successors and assigns of the
parties hereto and thereto. There are no unwritten oral agreements between the
parties with respect to the subject matter hereof.

         (e) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH THE CHOICE OF LAW PROVISIONS SET FORTH IN THE AGREEMENT AND SHALL BE
SUBJECT TO THE WAIVER OF JURY TRIAL AND NOTICE PROVISIONS OF THE AGREEMENT.

                      [SIGNATURES APPEAR ON FOLLOWING PAGE]




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         IN WITNESS WHEREOF, the parties have caused this Amendment No. 2 to
Subordinated Credit Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written.

LENDER:                                 CAPITALSOURCE FINANCE LLC

                                        By: /s/ Stephen A. Museles
                                            ---------------------------
                                        Name:   Stephen A. Museles
                                                -----------------------
                                        Title:  Senior Vice President
                                                -----------------------

BORROWER:                               TOWN SPORTS INTERNATIONAL, INC.


                                        By: /s/ Richard Pyle
                                            ---------------------------
                                        Name:   Richard Pyle
                                                -----------------------
                                        Title:  Chief Financial Officer
                                                -----------------------




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