TOWN SPORTS INTERNATIONAL INC
6TH AMENDMENT TO AMENDED & RESTATED CREDIT AGRMNT
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>3
<FILENAME>y51758ex10-13.txt
<DESCRIPTION>6TH AMENDMENT TO AMENDED & RESTATED CREDIT AGRMNT
<TEXT>
<PAGE>   1


                                 EXHIBIT 10.13


                                SIXTH AMENDMENT
                                ---------------



     SIXTH AMENDMENT (this "Amendment"), dated as of May 15, 2001, 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 (as
amended, modified or supplemented through, but not including, the date hereof,
the "Credit Agreement");

     WHEREAS, the current Maturity Date is October 15, 2002 and the parties
hereto wish to amend the Credit Agreement to extend such Maturity Date to July
15, 2004 as provided herein;  and

     WHEREAS, the Borrower also has requested certain other amendments to the
Credit Agreement as provided herein;

     NOW, THEREFORE, it is agreed that as of the Sixth Amendment Effective Date
(as defined below):

     1.      Section 3.03(c) of the Credit Agreement is hereby amended by
inserting the following new parenthetical immediately after the amount
"$4,000,000" appearing therein:

     "(or $5,000,000 in the case of the Borrower's fiscal year ending December
     31, 2001, buy only in the event that the Borrower closes the sale of Town
     Sports A.G. prior to December 31, 2001)".

     2.      Section 8.02(e) of the Credit Agreement is hereby amended by
inserting the following new parenthetical immediately after the text "fiscal
year of the Borrower" appearing in clause (x) of the first proviso thereof:

     "(or $5,000,000 in the case of the Borrower's fiscal year ending December
     31, 2001, but only in the event that the Borrower closes the sale of Town
     Sports A.G. prior to December 31, 2001)".

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     3.      Sections 8.09 and 8.10 of the Credit Agreement are hereby deleted
in their entirety and the following new Sections 8.09 and 8.10 are inserted in
lieu thereof:

     "8.09   Net Interest Coverage Ratio.  The Borrower will not permit the Net
     Interest Coverage Ratio for any Test Period ending after March 31, 2001 to
     be less than 3.00:1.00.


     8.10    Net Leverage Ratio.  The Borrower will not permit the Net Leverage
     Ratio on the last day of any calendar month which day occurs during a
     period set forth below to be greater than the ratio set forth opposite such
     period below:

     Period                                                    Ratio

     April 30, 2001 through and including                    3.50:1.00
     December 31, 2001


     January 31, 2002 through and including                  3.00:1.00
     December 31, 2002


    January 31, 2003 through and including                  2.75:1.00".
    August 31, 2004


     4.      The definition of "Maturity Date" appearing in Section 10 of the
Credit Agreement is hereby amended by deleting the date "October 15, 2002"
appearing therein and inserting the date "July 15, 2004" in lieu thereof.


     5.      From and after the sale of Town Sports A.G. as permitted by the
Credit Agreement (as amended hereby), the Borrower may no longer incur any
additional Swiss Franc Revolving Loans.

     6.      In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that on the Sixth Amendment Effective
Date, both before and after giving effect to this Amendment, (x) no Default or
Event of Default shall exist and (y) 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 Sixth 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).

     7.      This 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.

     8.      This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed

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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.

     9.      THIS 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.

     10.     This Amendment shall become effective on the date (the "Sixth
Amendment Effective Date") when (i) the Borrower and each of the Banks shall
have signed a counterpart hereof (whether the same or different counterparts)
and shall have delivered (including by way of telecopier) the same to the
Administrative Agent and (ii) the Borrower shall have paid to the Administrative
Agent for the account of each Bank a structuring fee relating to the extension
of the Maturity Date equal to 3/4 of 1% of the Commitment of each such Bank as
in effect on the Sixth Amendment Effective Date.



                              *        *        *




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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.

                                    TOWN SPORTS INTERNATIONAL, INC.



                                    By:  /S/  Richard Pyle
                                         ______________________________
                                         Name:  Richard Pyle
                                         Title: Chief Financial Officer


                                    BANKERS TRUST COMPANY
                                       Individually and as Administrative Agent



                                    By: /S/  June Georgge
                                        ______________________________
                                        Name:   June George
                                        Title:  Director


                                     BANK OF SCOTLAND



                                    By: /S/ Joseph Fratus
                                         _____________________________
                                         Name    Joseph Fratus
                                         Title:  Vice President
















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