AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 2004
                                                                  333-
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                                    FORM S-4
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------

                    TOWN SPORTS INTERNATIONAL HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


                                                                
             DELAWARE                             2511                            20-0640002
 (State or other jurisdiction of      (Primary Standard Industrial             (I.R.S. Employer
  incorporation or organization)      Classification Code Number)            Identification No.)


                               888 SEVENTH AVENUE
                            NEW YORK, NEW YORK 10106
                                 (212) 246-6700
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)
                             ---------------------
                                ROBERT GIARDINA
                               888 SEVENTH AVENUE
                            NEW YORK, NEW YORK 10106
                                 (212) 246-6700
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)
                             ---------------------
                                   COPIES TO:
                             JOSHUA N. KORFF, ESQ.
                              KIRKLAND & ELLIS LLP
                                CITIGROUP CENTER
                              153 EAST 53RD STREET
                         NEW YORK, NEW YORK 10022-4675
                                 (212) 446-4800

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC:  The exchange will occur as soon as practicable after the effective date
of this Registration Statement.

     If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box:  [ ]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.  [ ]

     If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ]

                        CALCULATION OF REGISTRATION FEE



----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
                                                           PROPOSED MAXIMUM
             TITLE OF EACH CLASS OF                       AGGREGATE OFFERING                      AMOUNT OF
          SECURITIES TO BE REGISTERED                          PRICE(1)                       REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------
                                                                                 
11% Senior Discount Notes due 2014..............             $124,807,000                        $15,821.02
----------------------------------------------------------------------------------------------------------------------
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(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THE PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                   SUBJECT TO COMPLETION, DATED APRIL 5, 2004

                             PROSPECTUS           ,

                    TOWN SPORTS INTERNATIONAL HOLDINGS, INC.

                                  $213,000,000
                               EXCHANGE OFFER FOR
                       11% SENIOR DISCOUNT NOTES DUE 2014

Offer for all outstanding 11% Senior Discount Notes due 2014 (which we refer to
as the "Old Notes") in aggregate principal amount at maturity of $213,000,000 in
exchange for up to $213,000,000 aggregate principal amount at maturity of 11%
Senior Discount Notes due 2014 (which we refer to as the "New Notes") have been
registered under the Securities Act of 1933, as amended.

MATERIAL TERMS OF EXCHANGE OFFER:

- This exchange offers expires at 5:00 p.m., New York City time on           ,
  2004, unless we extend this date.

- We will not receive any proceeds from the exchange offer.

- We can amend or terminate the exchange offer.

MATERIAL TERMS OF NEW NOTES:

- The terms of the New Notes to be issued in the exchange offer are
  substantially identical to the currently outstanding notes, or Old Notes,
  except that the transfer restrictions and registration rights relating to the
  Old Notes will not apply to the New Notes.

- There is no existing public market for the Old Notes or the New Notes.
  However, you may trade the Old Notes and the New Notes in the PORTAL market.

FOR A DISCUSSION OF CERTAIN FACTORS THAT YOU SHOULD CONSIDER BEFORE
PARTICIPATING IN THIS EXCHANGE OFFER, SEE "RISK FACTORS" BEGINNING ON PAGE 11 OF
THIS PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE NEW NOTES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                               TABLE OF CONTENTS



                                        PAGE
                                        ----
                                     
Forward-Looking Statements............   ii
Industry and Market Data..............   ii
Prospectus Summary....................    1
Risk Factors..........................   11
The Exchange Offer....................   20
Transactions..........................   29
Use of Proceeds.......................   30
Capitalization........................   31
Selected Consolidated Financial and
  Other Data..........................   32
Management's Discussion and Analysis
  of Financial Condition and Results
  of Operations.......................   35
Business..............................   46
Management............................   60




                                        PAGE
                                        ----
                                     
Security Ownership and Certain
  Beneficial Owners...................   65
Certain Relationships and Related
  Transactions........................   67
Description of Other Indebtedness.....   68
Description of Exchange Notes.........   70
Certain United States Federal Income
  Tax Considerations..................  105
Legal Matters.........................  105
Experts...............................  105
Available Information.................  105
Index to Financial Statements.........  F-1


     YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS
ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF
DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF OUR 11% SENIOR DISCOUNT NOTES DUE
2014.

     EACH BROKER-DEALER THAT RECEIVES NEW SECURITIES FOR ITS OWN ACCOUNT
PURSUANT TO THE EXCHANGE OFFER MUST ACKNOWLEDGE THAT IT WILL DELIVER A
PROSPECTUS IN CONNECTION WITH ANY RESALE OF THESE NEW SECURITIES. BY SO
ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, A BROKER-DEALER WILL NOT BE DEEMED
TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT.
THIS PROSPECTUS, AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, MAY BE
USED BY A BROKER-DEALER IN CONNECTION WITH RESALES OF NEW SECURITIES RECEIVED IN
EXCHANGE FOR SECURITIES WHERE THOSE SECURITIES WERE ACQUIRED BY THIS
BROKER-DEALER AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING
ACTIVITIES. WE HAVE AGREED THAT, STARTING ON THE EXPIRATION DATE AND ENDING ON
THE CLOSE OF BUSINESS 180 DAYS AFTER THE EXPIRATION DATE, WE WILL MAKE THIS
PROSPECTUS AVAILABLE TO ANY BROKER-DEALER FOR USE IN CONNECTION WITH ANY SUCH
RESALE.

                                        i


                DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     All statements other than statements of historical facts included in this
prospectus, including, without limitation, statements regarding our future
financial position, business strategy, budgets, projected costs and plans and
objectives of management for future operations, are forward-looking statements.
In addition, forward-looking statements generally can be identified by the use
of forward-looking terminology such as "may", "will", "should", "could",
"expect", "intend", "estimate", "anticipate", "believe" or "continue", "plan",
"potential", "predicts" or the negative thereof or variations thereon or similar
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors that may cause our actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by any forward-looking statements. These risks and uncertainties
include, but are not limited to, the following:

     - general economic and business conditions, both nationally and in those
       areas in which we operate;

     - competition;

     - changes in our business strategy or plans;

     - changes in exchange rates;

     - the loss of any of our management or key personnel;

     - changes in our policy regarding interest rate and currency movements;

     - the availability and cost of raw materials; and

     - the availability of capital and trade credit to fund our business.

     Although we believe that the expectations reflected in our forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements.

     Important factors that could cause actual results to differ materially from
our expectations, or "cautionary statements," are disclosed under "Risk Factors"
and elsewhere in this prospectus, including, without limitation, in conjunction
with the forward-looking statements included in this prospectus. All subsequent
written and oral forward-looking statements attributable to us, or persons
acting on our behalf, are expressly qualified in their entirety by the
cautionary statements. We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform these statements to
actual results.

                            INDUSTRY AND MARKET DATA

     Industry and market data used throughout this prospectus were obtained
through surveys and studies conducted by third parties, industry and general
publications and internal company research. We have not independently verified
market and industry data from third-party sources. We believe internal company
estimates are reasonable and market definitions are appropriate. Neither such
estimates nor these definitions have been verified by any independent sources.

                                        ii


                               PROSPECTUS SUMMARY

     The following summary contains basic information about us and the
prospectus. It likely does not contain all the information that is important to
you. Because it is a summary, it does not contain all the information that you
should consider before tendering your Old Notes. We encourage you to read this
entire document and the documents we have referred you to. As used herein, "Town
Sports," the "Company," "we," "us," and "our" refer to Town Sports International
Holdings, Inc. ("TSI Holdings") and its subsidiaries and "TSI, Inc." refers to
Town Sports International, Inc. TSI Holdings is a holding company with no
material assets or operations other than its ownership of the common stock of
TSI, Inc., and was formed to serve as the issuer of the Old Notes.

                                  OUR COMPANY

     We are one of the two leading owners and operators of fitness clubs in the
Northeast and Mid-Atlantic regions of the United States and the third largest
fitness club operator in the United States, as measured by number of clubs. As
of December 31, 2003, we operated 129 clubs that collectively served
approximately 342,000 members. Our goal is to provide the premier health club
network in each of the major metropolitan regions we serve. To optimize
convenience to our members, we cluster clubs near the highest concentrations of
our target members' areas of both employment and residence. Our clusters of
clubs serve densely populated major metropolitan regions in which a high
percentage of the population commutes to work. Our target member is
college-educated, typically between the ages of 21 and 50 and earns an annual
income of between $50,000 and $150,000. Our revenues, operating income and cash
flows from operations for the year ended December 31, 2003 were $342.5 million,
$44.0 million and $58.3 million, respectively.

     We are the largest fitness club operator in Manhattan with 36 locations
(more than twice as large as our nearest competitor) and have a total of 86
clubs under the New York Sports Clubs ("NYSC") brand name within the New York
metropolitan region. We operate 19 clubs in the Boston region and 15 clubs in
the Washington, D.C. region under our Boston Sports Club ("BSC") and Washington
Sports Club ("WSC") brand names, respectively, and have begun establishing a
similar cluster in the Philadelphia region with six clubs under our Philadelphia
Sports Club ("PSC") brand name. In addition, we operate three clubs in
Switzerland. We employ localized brand names for our clubs to create an image
and atmosphere consistent with the local community and to foster recognition as
a local network of quality fitness clubs rather than a national chain.

     Over our 30-year operating history, we have developed and refined a model
club format that allows us to cost effectively construct and efficiently operate
our fitness clubs. Our model club ranges in size from approximately 15,000 to
25,000 square feet and features a wide variety of state-of-the-art
cardiovascular and strength-training equipment, as well as exercise studios
offering extensive group fitness programs. Some clubs also feature additional
amenities, including swimming pools, squash or tennis courts and physical
therapy centers. Our locker rooms generally include a sauna and steam room. We
offer members a variety of other value-added services for which we receive
additional fees, including personal training, Group Exclusives, massage and
Sports Club for Kids.

                                THE TRANSACTIONS

     TSI Holdings was formed to serve as issuer of the Old Notes.

     In connection with the issuance of the Old Notes we redeemed our preferred
stock and paid a shareholder dividend to holders of our common stock.

     We refer to these transactions, collectively, as the "transactions."

                                        1


     Our corporate structure immediately following the transactions is as
follows:

                                  [FLOW CHART]

     Our company is incorporated under the laws of the State of Delaware. Our
principal executive offices are located at 888 Seventh Avenue, New York, New
York 10106. Our telephone number is (212) 246-6700. We maintain the following
web site: www.mysportsclubs.com that provides information about club locations,
program offerings and on-line promotions. Information contained on this web
site, however, is not incorporated into or otherwise a part of this prospectus.

     TSI, Inc. currently files periodic and other reports with the SEC.
Information filed with the SEC is available on the SEC website at
http://www.sec.gov. Such information, however, is not incorporated into or
otherwise a part of this prospectus.

                         PURPOSE OF THE EXCHANGE OFFER

     On February 4, 2004, we sold, through a private placement exempt from the
registration requirements of the Securities Act, $213,000,000 of aggregate
principal amount at maturity of our 11% Senior Discount Notes due 2014. We refer
to these notes as "Old Notes" in this prospectus.

     Simultaneously with the private placement, we entered into a registration
rights agreement with the initial purchaser of the Old Notes. Under the
registration rights agreement, we are required to use our best efforts to cause
a registration statement for substantially identical Notes, which will be issued
in exchange for the Old Notes, to become effective on or within 210 days of
issuance of the Old Notes. We refer to the notes to be registered under this
exchange offer registration statement as "New Notes" and collectively with the
Old Notes, we refer to them as the "Notes" in this prospectus. You may exchange
your Old Notes for New Notes in this exchange offer. You should read the
discussion under the headings "-- Summary of the Exchange Offer," "The Exchange
Offer" and "Description of the New Notes" for further information regarding the
New Notes.

                                        2


     We did not register the Old Notes under the Securities Act or any state
securities law, nor do we intend to after the exchange offer. As a result, the
Old Notes may only be transferred in limited circumstances under the securities
laws. If the holders of the Old Notes do not exchange their Old Notes in the
exchange offer, they lose their right to have the Old Notes registered under the
Securities Act, subject to certain limitations. Anyone who still holds Old Notes
after the exchange offer may be unable to resell their Old Notes.

     However, we believe that holders of the New Notes may resell the New Notes
without complying with the registration and prospectus delivery provisions of
the Securities Act, if they meet certain conditions. You should read the
discussion under the headings "-- Summary of the Exchange Offer" and "The
Exchange Offer" for further information regarding the exchange offer and resales
of the New Notes.

                                        3


                         SUMMARY OF THE EXCHANGE OFFER

THE INITIAL OFFERING OF OLD NOTES...      We sold the Old Notes on January 28,
                                          2004 to Deutsche Bank Securities. We
                                          refer to Deutsche Bank Securities in
                                          this prospectus as the "initial
                                          purchaser." The initial purchaser
                                          subsequently resold the Old Notes to
                                          (1) qualified institutional buyers
                                          pursuant to Rule 144A under the
                                          Securities Act and (2) outside the
                                          United States in accordance with
                                          Regulation S under the Securities Act.

REGISTRATION RIGHTS AGREEMENT.......      Simultaneously with the initial sale
                                          of the outstanding securities, we
                                          entered into a registration rights
                                          agreement for the exchange offer. In
                                          the registration rights agreement, we
                                          agreed, among other things, (i) to
                                          file a registration statement with the
                                          SEC as soon as practicable after the
                                          issuance of the Old Notes, but in no
                                          event later than 120 days after the
                                          issuance of the Old Notes and (ii) to
                                          use our reasonable best efforts to
                                          cause such registration statement to
                                          be declared effective by the SEC at
                                          the earliest possible time, but in no
                                          event later than 210 days after the
                                          issuance of the Old Notes. We also
                                          agreed to use our reasonable best
                                          efforts to cause the exchange offer to
                                          be consummated on the earliest
                                          practicable day after the registration
                                          statement is declared effective, but
                                          in no event later than 30 days after
                                          the exchange registration statement is
                                          declared effective, unless required by
                                          the Securities Act or the Exchange
                                          Act. The exchange offer is intended to
                                          satisfy our obligations under the
                                          registration rights agreement. After
                                          the exchange offer is complete, you
                                          will no longer be entitled to any
                                          exchange or registration rights with
                                          respect to your Old Notes.

THE EXCHANGE OFFER..................      We are offering the exchange Notes,
                                          which are being registered under the
                                          Securities Act, in exchange for your
                                          Old Notes. To be exchanged, an Old
                                          Note must be properly tendered and
                                          accepted. All Old Notes that are
                                          validly tendered and not validly
                                          withdrawn will be exchanged. We will
                                          issue New Notes promptly after the
                                          expiration of the exchange offer.

RESALES.............................      We believe that the New Notes issued
                                          in the exchange offer may be offered
                                          for resale, resold and otherwise
                                          transferred by you without compliance
                                          with the registration and prospectus

                                        4


                                          delivery provisions of the Securities
                                          Act provided that:

                                               - the New Notes are being
                                                 acquired in the ordinary course
                                                 of your business;

                                               - you are not participating, do
                                                 not intend to participate, and
                                                 have no arrangement or
                                                 understanding with any person
                                                 to participate, in the
                                                 distribution of the New Notes
                                                 issued to you in the exchange
                                                 offer; and

                                               - you are not an affiliate of
                                                 ours.

                                          If any of these conditions are not
                                          satisfied and you transfer any New
                                          Notes issued to you in the exchange
                                          offer without delivering a prospectus
                                          meeting the requirements of the
                                          Securities Act or without an exemption
                                          from registration of your New Notes
                                          from these requirements, you may incur
                                          liability under the Securities Act. We
                                          will not assume, nor will we indemnify
                                          you against, any such liability.

                                          Each broker-dealer that is issued New
                                          Notes in the exchange offer for its
                                          own account in exchange for Old Notes
                                          that were acquired by that
                                          broker-dealer as a result of
                                          market-making or other trading
                                          activities, must acknowledge that it
                                          will deliver a prospectus meeting the
                                          requirements of the Securities Act in
                                          connection with any resale of the New
                                          Notes. A broker-dealer may use this
                                          prospectus for an offer to resell,
                                          resale or other retransfer of the New
                                          Notes issued to it in the exchange
                                          offer.

EXPIRATION DATE.....................      The exchange offer will remain open
                                          for at least 20 full business days and
                                          will expire at 5:00 p.m., New York
                                          City time, on           , 2004, unless
                                          we decide to extend the expiration
                                          date.

CONDITIONS TO THE EXCHANGE OFFER....      The exchange offer is not subject to
                                          any conditions other than that the
                                          exchange offer not violate applicable
                                          law or any applicable interpretation
                                          of the staff of the SEC, that no
                                          proceedings have been instituted or
                                          threatened against us which would
                                          impair our ability to proceed with the
                                          exchange offer, and that we have
                                          received all necessary governmental
                                          approvals to proceed with the exchange
                                          offer.

PROCEDURES FOR TENDERING OLD
NOTES...............................      We issued the Old Notes as global
                                          securities. When the Old Notes were
                                          issued, we deposited the global
                                          securities representing the Old Notes
                                          with The Bank of New York, as
                                          custodian for the Depository Trust
                                          Company, known as DTC,

                                        5


                                          acting as book-entry depositary. The
                                          Bank of New York issued a
                                          certificateless depositary interest in
                                          each global security we deposited with
                                          it, which together represent a 100%
                                          interest in the Old Notes, to DTC.
                                          Beneficial interests in the Old Notes,
                                          which are held by direct or indirect
                                          participants in DTC through the
                                          certificateless depositary interests,
                                          are shown on records maintained in
                                          book-entry form by DTC.

                                          You may tender your Old Notes through
                                          book-entry transfer in accordance with
                                          DTC's Automated Tender Offer Program,
                                          known as ATOP. To tender your Old
                                          Notes by a means other than book-entry
                                          transfer, a letter of transmittal must
                                          be completed and signed according to
                                          the instructions contained in the
                                          letter of transmittal. The letter of
                                          transmittal and any other documents
                                          required by the letter of transmittal
                                          must be delivered to the exchange
                                          agent by mail, facsimile, hand
                                          delivery or overnight carrier. In
                                          addition, you must deliver the Old
                                          Notes to the exchange agent or comply
                                          with the procedures for guaranteed
                                          delivery. See "The Exchange
                                          Offer -- Procedures for Tendering Old
                                          Notes" for more information.

                                          Do not send letters of transmittal and
                                          certificates representing Old Notes to
                                          us. Send these documents only to the
                                          exchange agent. See "The Exchange
                                          Offer -- Exchange Agent" for more
                                          information.

SPECIAL PROCEDURES FOR BENEFICIAL
OWNERS..............................      If you are the beneficial owner of
                                          book-entry interests and your name
                                          does not appear on a security position
                                          listing of DTC as the holder of the
                                          book-entry interests or if you are a
                                          beneficial owner of Old Notes that are
                                          registered in the name of a broker,
                                          dealer, commercial bank, trust company
                                          or other nominee and you wish to
                                          tender the book-entry interests or Old
                                          Notes in the exchange offer, you
                                          should contact the person in whose
                                          name your book-entry interests or Old
                                          Notes are registered promptly and
                                          instruct that person to tender on your
                                          behalf.

WITHDRAWAL RIGHTS...................      You may withdraw the tender of your
                                          Old Notes at any time prior to 5:00
                                          p.m., New York City time on
                                                    , 2004, or a later time if
                                          we choose to extend this exchange
                                          offer. Any Old Notes not accepted by
                                          us for exchange for any reason will be
                                          returned to you at our expense
                                          promptly after the expiration or
                                          termination of the exchange offer.

                                        6


FEDERAL INCOME TAX CONSIDERATIONS...      The exchange of Old Notes will not be
                                          a taxable event for United States
                                          federal income tax purposes. See
                                          "Certain United States Federal Income
                                          Tax Considerations."

USE OF PROCEEDS.....................      We will not receive any proceeds from
                                          the issuance of the New Notes pursuant
                                          to the exchange offer. We will pay all
                                          of our expenses incident to the
                                          exchange offer.

EXCHANGE AGENT......................      The Bank of New York is serving as the
                                          exchange agent in connection with the
                                          exchange offer.

                                        7


                                 THE NEW NOTES

     The form and terms of the New Notes are the same as the form and terms of
the Old Notes, except that the New Notes will be registered under the Securities
Act. As a result, the New Notes will not bear legends restricting their transfer
and will not contain the registration rights and liquidated damage provisions
contained in the Old Notes. The New Notes represent the same debt as the Old
Notes. The Old Notes and the New Notes are governed by the same indenture and
are together considered a "series" of securities under that indenture.

Issuer........................   Town Sports International Holdings, Inc.

The New Notes.................   $213,000,000 principal amount at maturity of
                                 11.00% Senior Discount Notes due 2014.

Maturity......................   February 1, 2014.

Interest......................   Prior to February 1, 2009, interest will accrue
                                 on the Notes in the form of an increase in the
                                 accreted value of such Notes. Thereafter, cash
                                 interest on the Notes will accrue and be
                                 payable semiannually in arrears on February 1
                                 and August 1 of each year, commencing on August
                                 1, 2009, at a rate of 11% per annum. The Notes
                                 will have an initial accreted value of $585.95
                                 per $1,000 principal amount at maturity of
                                 Notes. The accreted value of each Note will
                                 increase from the date of issuance until
                                 February 1, 2009 at a rate of 11% per annum
                                 compounded semi-annually, reflecting the
                                 accrual of non-cash interest, such that on
                                 February 1, 2009 the accreted value will equal
                                 the principal amount at maturity.

Original Issue Discount.......   Because the Old Notes were issued at a
                                 substantial discount from their principal
                                 amount, the New Notes should be treated as
                                 being issued with substantial original issue
                                 discount for United States federal income tax
                                 purposes. Thus, although cash interest will not
                                 be payable on the Notes prior to August 1,
                                 2009, interest will accrue from the issue date
                                 of the Notes based on the yield to maturity of
                                 the Notes and will generally be included as
                                 interest income (including for periods ending
                                 prior to February 1, 2009) for U.S. federal
                                 income tax purposes in advance of receipt of
                                 the cash payments to which income is
                                 attributable. See "Certain United States
                                 Federal Income Tax Considerations."

Denominations.................   $1,000 minimum and $1,000 integral multiples
                                 thereof.

Ranking.......................   The Notes will be our unsecured senior
                                 obligations and will rank senior to all of our
                                 existing and future subordinated debt and pari
                                 passu to all of our existing and future senior
                                 debt. The Notes will effectively rank junior to
                                 any of our secured debt to the extent of the
                                 value of the assets securing that debt. The
                                 Notes will be structurally subordinated and
                                 effectively rank junior to any debt of TSI,
                                 Inc. As of December 31, 2003, TSI, Inc. had
                                 $261.9 million of debt outstanding, excluding
                                 approximately $48.3 million that, subject to
                                 certain limitations, we had available to borrow
                                 under our senior secured revolving credit
                                 facility.

                                        8


Optional Redemption...........   We may redeem any of the Notes at any time on
                                 or after February 1, 2009, in whole or in part,
                                 in cash at the redemption prices described in
                                 this prospectus, plus accrued and unpaid
                                 interest and additional interest, if any, to
                                 the date of redemption.

                                 In addition, before February 1, 2007, we may
                                 redeem up to 35% of the aggregate principal
                                 amount at maturity of Notes with the net
                                 proceeds of certain public equity offerings of
                                 TSI Holdings. We may make that redemption only
                                 if, after the redemption, at least 65% of the
                                 aggregate principal amount of Notes remains
                                 outstanding. See "Description of New
                                 Notes -- Optional Redemption."

Change of Control.............   Upon a change of control, we will be required
                                 to make an offer to purchase each holder's
                                 Notes at a price equal to 101% of the principal
                                 amount at maturity thereof, plus accrued and
                                 unpaid interest and additional interest, if
                                 any, to the date of purchase. See "Description
                                 of New Notes -- Repurchase at the Option of
                                 Holders -- Change of Control."

Asset Sales...................   We may have to use the net cash proceeds from
                                 selling assets to offer to purchase your New
                                 Notes at their face amount, plus accrued but
                                 unpaid interest.

Covenants.....................   The indenture governing the New Notes limits
                                 what we (and most or all of our subsidiaries)
                                 may do. The provisions of the indenture limits
                                 our ability to:

                                      - incur additional indebtedness;

                                      - create certain liens;

                                      - permit payment or dividend restrictions
                                        on certain of our subsidiaries;

                                      - pay dividends on, redeem or repurchase
                                        our capital stock;

                                      - make investments;

                                      - sell assets;

                                      - engage in transactions with affiliates;
                                        and

                                      - sell all or substantially all of our
                                        assets or consolidate or merge with or
                                        into other companies.

                                 These covenants are subject to a number of
                                 important exceptions.

Risk Factors..................   You should carefully consider all of the
                                 information in this prospectus and, in
                                 particular, you should evaluate the specific
                                 risk factors set forth under "Risk Factors."

     For more complete information about the Notes, see the "Description of New
Notes" section of this prospectus.

                                        9


            SUMMARY HISTORICAL AND OTHER CONSOLIDATED FINANCIAL DATA

     Set forth below are the summary historical and other consolidated financial
data as of December 31, 2002 and 2003 and for the years ended December 31, 2001,
2002 and 2003 of TSI, Inc. The consolidated statement of operations data,
balance sheet data and other financial data for years ended December 31, 2001,
2002 and 2003 were derived from our audited consolidated financial statements
included elsewhere in this offering memorandum. The club and membership data,
for all periods presented, were derived from our unaudited books and records.
The information contained in this table should be read in conjunction with
"Selected Consolidated Financial and Other Data," "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the financial
statements and accompanying notes thereto appearing elsewhere in this offering
memorandum. All amounts are presented in thousands except club and membership
data.



                                                                 YEARS ENDED DECEMBER 31,
                                                              ------------------------------
                                                                2001       2002       2003
                                                              --------   --------   --------
                                                                           
STATEMENT OF OPERATIONS DATA:
Revenues....................................................  $281,633   $319,427   $342,541
Operating expenses..........................................   252,677    281,334    298,576
Operating income............................................    28,956     38,093     43,965
Interest expense, net of interest income....................    14,527     16,421     23,226
Income tax provision........................................     6,853      9,709      5,537
Income from continuing operations...........................     7,576     11,963      7,429
Net income..................................................     7,046     10,507      7,429




                                                                AS OF DECEMBER 31,
                                                              -----------------------
                                                                  2002         2003
                                                              ------------   --------
                                                                       
BALANCE SHEET DATA:
Cash and cash equivalents...................................    $  5,551     $ 40,802
Total assets................................................     314,250      362,199
Long-term debt and capital lease obligations, including
  current installments......................................     160,943      261,877
Redeemable senior preferred stock...........................      62,125           --
Series A redeemable preferred stock.........................      34,841       39,890
Series B preferred stock....................................         303        9,961
Stockholders' deficit.......................................     (31,740)     (34,294)




                                                  YEAR ENDED DECEMBER 31,
                                    ----------------------------------------------------
                                      1999       2000       2001       2002       2003
                                    --------   --------   --------   --------   --------
                                                                 
OTHER DATA:
Non-cash rental lease expense, net
  of non-cash income..............  $  3,061   $  2,976   $  4,224   $  1,670   $  1,650
Cash provided by (used in):
  Operating activities............    29,496     40,573     44,348     50,805     58,253
  Investing activities............   (55,078)   (70,048)   (58,358)   (40,182)   (42,734)
  Financing activities............    33,553      5,715     16,103    (10,530)    19,732




                                                                YEARS ENDED DECEMBER 31,
                                                              ----------------------------
                                                               2001       2002      2003
                                                              -------   --------   -------
                                                                          
CLUB AND MEMBERSHIP DATA:
Total clubs operated at end of period(1)....................      119        129       129
Members at end of period(2).................................  317,000    342,000   342,000
Mature club revenue increase(3).............................     12.3%       4.1%      1.6%


------------

(1) Includes all clubs wholly-owned or partly-owned and managed. (We operate two
    partly-owned clubs under the Washington Sports Club brand name as of
    December 31, 2003).

(2) Represents members at clubs wholly-owned or partly-owned and managed.

(3) We define mature clubs as those clubs operated by us for more than 24
    months.

                                        10


                                  RISK FACTORS

     You should carefully consider the following risk factors as well as the
other information and data included in this prospectus prior to making a
decision on whether to exchange your Old Notes for New Notes. The risks
described below are not the only risk facing us. Additional risks and
uncertainties not currently known to us or that we currently deem to be
immaterial may also materially and adversely affect our business operations. Any
of the following risks could materially adversely affect our business, financial
condition or results of operations. In such case, you may lose all or part of
your original investment.

RISK FACTORS RELATED TO THE NEW NOTES

     Because there is no public market for the New Notes, you may not be able to
sell your New Notes.

     The New Notes will be registered under the Securities Act, but will
constitute a new issue of securities with no established trading market, and
uncertainty exists with regard to:

     - the liquidity of any trading market that may develop;

     - the ability of holders to sell their New Notes; or

     - the price at which the holders would be able to sell their New Notes.

     If a trading market were to develop, the New Notes might trade at higher or
lower prices than their principal amount or purchase price, depending on many
factors, including prevailing interest rates, the market for similar securities
and our financial performance.

     We understand that the initial purchaser presently intends to make a market
in the New Notes. However, it is not obligated to do so, and any market-making
activity with respect to the New Notes may be discontinued at any time without
notice. In addition, any market-making activity will be subject to the limits
imposed by the Securities Act and the Exchange Act, and may be limited during
the exchange offer or the pendency of an applicable shelf registration
statement. An active trading market might not exist for the New Notes and any
trading market that does develop might not be liquid.

     In addition, any holder of Old Notes who tenders in the exchange offer for
the purpose of participating in a distribution of the New Notes may be deemed to
have received restricted securities, and if so, will be required to comply with
the registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.

     Your Old Notes will not be accepted for exchange if you fail to follow the
exchange offer procedures.

     We will issue New Notes pursuant to this exchange offer only after a timely
receipt of your Old Notes, a properly completed and duly executed letter of
transmittal and all other required documents. Therefore, if you want to tender
your Old Notes, please allow sufficient time to ensure timely delivery. If we do
not receive your Old Notes, letter of transmittal and other required documents
by the expiration date of the exchange offer, we will not accept your Old Notes
for exchange. We are under no duty to give notification of defects or
irregularities with respect to the tenders of Old Notes for exchange. If there
are defects or irregularities with respect to your tender of Old Notes, we will
not accept your Old Notes for exchange.

     If you do not exchange your Old Notes, your Old Notes will continue to be
subject to the existing transfer restrictions and you may be unable to sell your
Old Notes.

     We did not register the Old Notes, nor do we intend to do so following the
exchange offer. Old Notes that are not tendered will therefore continue to be
subject to the existing transfer restrictions and may be transferred only in
limited circumstances under the securities laws. If

                                        11


you do not exchange your Old Notes, you will lose your right to have your Old
Notes registered under the federal securities laws. As a result, if you hold Old
Notes after the exchange offer, you may be unable to sell your Old Notes.

     If a large number of outstanding Old Notes are exchanged for New Notes
issued in the exchange offer, it may be difficult for holders of outstanding Old
Notes that are not exchanged in the exchange offer to sell their Old Notes,
since those Old Notes may not be offered or sold unless they are registered or
there are exemptions from registration requirements under the Securities Act or
state laws that apply to them. In addition, if there are only a small number of
Old Notes outstanding, there may not be a very liquid market in those Old Notes.
There may be few investors that will purchase unregistered securities in which
there is not a liquid market.

     If you exchange your Old Notes, you may not be able to resell the New Notes
you receive in the exchange offer without registering them and delivering a
prospectus.

     You may not be able to resell New Notes you receive in the exchange offer
without registering those New Notes or delivering a prospectus. Based on
interpretations by the Commission in no-action letters, we believe, with respect
to New Notes issued in the exchange offer, that:

     - holders who are not "affiliates" of TSI Holdings, Inc. within the meaning
       of Rule 405 of the Securities Act;

     - holders who acquire their New Notes in the ordinary course of business;
       and

     - holders who do not engage in, intend to engage in, or have arrangements
       to participate in a distribution (within the meaning of the Securities
       Act) of the New Notes;

do not have to comply with the registration and prospectus delivery requirements
of the Securities Act.

     Holders described in the preceding sentence must tell us in writing at our
request that they meet these criteria. Holders that do not meet these criteria
could not rely on interpretations of the SEC in no-action letters, and would
have to register the New Notes they receive in the exchange offer and deliver a
prospectus for them. In addition, holders that are broker-dealers may be deemed
"underwriters" within the meaning of the Securities Act in connection with any
resale of New Notes acquired in the exchange offer. Holders that are
broker-dealers must acknowledge that they acquired their outstanding New Notes
in market-making activities or other trading activities and must deliver a
prospectus when they resell Notes they acquire in the exchange offer in order
not to be deemed an underwriter.

RISKS RELATED TO THE NOTES

 Our substantial leverage may impair our financial condition and we may incur
 significant additional debt.

     We currently have, and after the issuance of the Notes will have, a
substantial amount of debt. As of December 31, 2003, after giving effect to this
offering, our total consolidated debt would have been $386.7 million. See
"Capitalization" for additional information.

     Our substantial debt could have important consequences to you, including:

     - making it more difficult for us to satisfy our obligations with respect
       to the Notes;

     - increasing our vulnerability to general adverse economic and industry
       conditions;

     - limiting our ability to obtain additional financing to fund future
       working capital, capital expenditures, acquisitions of clubs and other
       general corporate requirements;

                                        12


     - requiring a substantial portion of our cash flow from operations for the
       payment of interest on our debt and reducing our ability to use our cash
       flow to fund working capital, capital expenditures, acquisitions of new
       clubs and general corporate requirements; and

     - limiting our flexibility in planning for, or reacting to, changes in our
       business and the industry in which we operate.

These limitations and consequences may place us at a competitive disadvantage to
other less-leveraged competitors.

     Subject to specified limitations, the indenture will permit us and our
subsidiaries to incur substantial additional debt. In addition, as of December
31, 2003, subject to certain limitations, we were able to borrow up to $50.0
million (less any standby letter of credit issuances) under our senior secured
revolving credit facility. If new debt is added to our and our subsidiaries'
current debt levels, the related risks that we and they now face could
intensify. See "Description of Other Indebtedness -- Senior Secured Revolving
Credit Facility" for additional information.

 Servicing our debt will require a significant amount of cash, and our ability
 to generate sufficient cash depends upon many factors, some of which are beyond
 our control.

     Our ability to make payments on and refinance our debt and to fund planned
capital expenditures depends on our ability to generate cash flow in the future.
To some extent, this is subject to general economic, financial, competitive,
legislative and regulatory factors and other factors that are beyond our
control. We may be unable to continue to generate cash flow from operations at
current levels. If we are unable to generate sufficient cash flow from
operations in the future to service our debt, we may have to refinance all or a
portion of our existing debt or obtain additional financing. We cannot assure
you that any refinancing of this kind would be possible or that any additional
financing could be obtained. The inability to obtain additional financing could
have a material adverse effect on our financial condition and on our ability to
meet our obligations to you under the Notes.

 TSI Holdings is the sole obligor under the Notes. Its subsidiaries, including
 TSI, Inc., do not guarantee TSI Holdings' obligations under the Notes and do
 not have any obligation with respect to the Notes; the Notes are structurally
 subordinated to the debt and liabilities of TSI Holdings' subsidiaries,
 including TSI, Inc. and are effectively subordinated to any of our future
 secured debt.

     TSI Holdings has no operations of its own and derives all of its revenues
and cash flow from its subsidiaries. TSI Holdings' subsidiaries are separate and
distinct legal entities and have no obligation contingent or otherwise, to pay
amounts due under the Notes or to make any funds available to pay those amounts,
whether by dividend, distribution, loan or other payments.

     The Notes are structurally subordinated to all debt and liabilities,
including trade payables, of TSI Holdings' subsidiaries, including TSI, Inc. You
are only entitled to participate with all other holders of the TSI Holdings'
indebtedness and liabilities in the assets of the TSI Holdings' subsidiaries
remaining after the TSI Holdings' subsidiaries have paid all of their debt and
liabilities. TSI Holdings' subsidiaries may not have sufficient funds or assets
to permit payments to TSI Holdings in amounts sufficient to permit TSI Holdings
to pay all or any portion of its indebtedness and other obligations, including
its obligations on the Notes. At December 31, 2003, the aggregate debt of TSI
Holdings' subsidiaries equaled $261.9 million and the aggregate amount of trade
payables, accrued liabilities and other balance sheet liabilities (other than
debt) of TSI Holdings' subsidiaries equaled $58.0 million. In addition, on
December 31, 2003, TSI, Inc. had $48.3 million of additional borrowings
available under its $50.0 million credit facility after giving effect to $1.7
million of outstanding letters of credit.

                                        13


     The indenture governing TSI, Inc.'s existing senior notes and TSI, Inc.'s
credit facility permit us and/or our subsidiaries to incur additional
indebtedness, including secured indebtedness, under certain circumstances. See
"Description of Other Indebtedness." If we incur any secured debt in the future,
holders of such secured debt will have claims that are prior to your claims as
holders of the Notes to the extent of the value of the assets securing that
other debt. In the event of a bankruptcy, liquidation or reorganization or
similar proceeding relating to us, holders of secured debt will have a prior
claim to the assets that constitute their collateral.

 TSI Holdings may not have access to the cash flow and other assets of its
 subsidiaries that may be needed to make payments on the Notes.

     TSI Holdings' operations are conducted through its subsidiaries and its
ability to make payment on the Notes is dependent on the earnings and the
distribution of funds from its subsidiaries. However, none of its subsidiaries
is obligated to make funds available to TSI Holdings for payment on the Notes.
In addition, the terms of the indenture governing TSI, Inc.'s existing senior
notes and of TSI, Inc.'s credit facility significantly restrict TSI, Inc. and
its subsidiaries from paying dividends and otherwise transferring assets to TSI
Holdings. Furthermore, TSI Holdings' subsidiaries are permitted under the terms
of TSI, Inc.'s credit facility and other indebtedness (including under the
indenture) to incur additional indebtedness that may severely restrict or
prohibit the making of distributions, the payment of dividends or the making of
loans by such subsidiaries to TSI Holdings.

     We cannot assure you that the agreements governing the current and future
indebtedness of TSI Holdings' subsidiaries will permit TSI Holdings'
subsidiaries to provide TSI, Inc. with sufficient dividends, distributions or
loans to fund scheduled interest and principal payments on the Notes when due.
See "Description of Indebtedness."

 Original Issue Discount -- You will be required to include original issue
 discount in your gross income for federal income tax purposes.

     The Notes were issued at a substantial discount from their principal amount
at maturity. Although cash interest will not accrue on the Notes prior to
February 1, 2009, original issue discount (the difference between the stated
redemption price at maturity and the issue price of the Notes) will accrue from
the issue date of the Notes. Consequently, a holder of a Note will have income
for tax purposes arising from such original issue discount prior to the receipt
of cash in respect of such income. See "Certain U.S. Federal Income Tax
Considerations."

     If a bankruptcy case is commenced by or against TSI Holdings under the
United States Bankruptcy Code, the claim of a holder of any of the Notes with
respect to the principal amount thereof may be limited to an amount equal to the
sum of:

     - The initial offering price allocable to the Notes;

     - That portion of the original issue discount which is not deemed to
       constitute "unmatured interest" for purposes of the Bankruptcy Code; and

     - Any original issue discount that was not amortized as of any such
       bankruptcy filing would constitute "unmatured interest."

 Covenant restrictions under our indebtedness may limit our ability to operate
 our business and, in such an event, we may not have sufficient assets to pay
 amounts due to you on the Notes.

     The indenture governing the Notes and certain of our other agreements
regarding our indebtedness will contain, among other things, covenants that may
restrict our ability to finance future operations or capital needs or to engage
in other business activities. The indenture and

                                        14


certain of our other agreements regarding our indebtedness will restrict, among
other things, our ability and the ability of our restricted subsidiaries to:

     - borrow money;

     - pay dividends or make distributions;

     - purchase or redeem stock;

     - make investments and extend credit;

     - engage in transactions with affiliates;

     - engage in sale-leaseback transactions;

     - consummate certain asset sales;

     - effect a consolidation or merger or sell, transfer, lease or otherwise
       dispose of all or substantially all of our assets; and

     - create liens on our assets.

     In addition, our senior secured revolving credit facility requires us to
maintain specified financial ratios and satisfy certain financial condition
tests that may require that we take action to reduce our debt or to act in a
manner contrary to our business objectives. Events beyond our control, including
changes in general economic and business conditions, may affect our ability to
meet those financial ratios and financial condition tests. We may be unable to
meet those tests or that the lenders will waive any failure to meet those tests.
A breach of any of these covenants would result in a default under the
indenture, our senior secured revolving credit facility and the indenture
governing the senior notes issued by TSI, Inc. If an event of default under our
senior secured revolving credit facility occurs, the lenders could elect to
declare all amounts outstanding thereunder, together with accrued interest, to
be immediately due and payable. If an event of default occurs under the
indenture governing the senior notes issued by TSI, Inc., the noteholders could
elect to declare due all amounts outstanding thereunder, together with accrued
interest. If any such event should occur, we might not have sufficient assets to
pay amounts due on the Notes. As a result, you may receive less than the full
amount you would be otherwise entitled to receive on the Notes. See "Description
of Other Indebtedness--Senior Secured Revolving Credit Facility" and
"Description of Notes" for additional information.

 We may not have the ability to raise the funds necessary to finance the change
 of control offer required by the indenture.

     Upon a change of control, subject to certain conditions, we are required to
offer to repurchase all outstanding Notes at 101% of the principal amount
thereof, plus accrued and unpaid interest to the date of repurchase.

     The source of funds for that purchase of Notes will be our available cash
or cash generated from our subsidiaries' operations or other sources, including
borrowing, sales of assets or sales of equity. There might not be sufficient
funds available at the time of any change of control to make required
repurchases of Notes tendered. In addition, the terms of our senior secured
revolving credit facility limit our ability to purchase your Notes. Our future
debt agreements may contain similar restrictions and provisions. If the holders
of the Notes exercise their right to require us to repurchase all of the Notes
upon a change of control, the financial effect of this repurchase could cause a
default under our other indebtedness, even if the change of control itself would
not cause a default. Accordingly, it is possible that we will not have
sufficient funds at the time of the change of control to make the required
repurchase of Notes or that restrictions in the indenture, our senior secured
revolving credit facility and the indenture governing the senior notes issued by
TSI, Inc. will not allow such repurchases. See "Description of Notes--Change of
Control" and "Description of Other Indebtedness--Senior Secured Revolving Credit
Facility" for additional information.

                                        15


 Federal and state statutes allow courts, under specific circumstances, to void
 the Notes and require noteholders to return payments received from us.

     Under the federal bankruptcy laws and comparable provisions of state
fraudulent transfer laws, the Notes could be voided, or claims in respect of the
Notes could be subordinated to all of our other debts if, among other things,
we, at the time we incurred the indebtedness evidenced by the Notes:

     - were insolvent or rendered insolvent by reason of such indebtedness; or

     - were engaged in a business or transaction for which our remaining assets
       constituted unreasonably small capital; or

     - intended to incur, or believed that we would incur, debts beyond our
       ability to pay such debts as they mature.

     In addition, any payment by us pursuant to the Notes could be voided and
required to be returned to us, or to a fund for the benefit of our creditors.

     The measures of insolvency for purposes of these fraudulent transfer laws
will vary depending upon the law applied in any proceeding to determine whether
a fraudulent transfer has occurred. Generally, however, we would be considered
insolvent if:

     - the sum of our debts, including contingent liabilities, were greater than
       the fair saleable value of all our assets, or

     - if the present fair saleable value of our assets were less than the
       amount that would be required to pay our probable liability on existing
       debts, including contingent liabilities, as they become absolute and
       mature, or

     - we could not pay our debts as they become due.

     On the basis of historical financial information, recent operating history
and other factors, we believe that we, after giving effect to the indebtedness
incurred in the offering and the application of the proceeds therefrom, will not
be insolvent, will not have unreasonably small capital for the business in which
we are engaged and will not have incurred debts beyond our ability to pay such
debts as they mature. There can be no assurance, however, as to what standard a
court would apply in making such determinations or that a court would agree with
our conclusions in this regard.

RISK FACTORS RELATED TO THE COMPANY

 We may experience losses in our recently opened greenfield clubs.

     We have opened a total of 11 new club locations that we have constructed
(or greenfield clubs) in the last 24 months. Upon opening a greenfield club, we
typically experience an initial period of club operating losses. Although we
often pre-sell memberships, such enrollment typically generates insufficient
revenue for the club to generate positive cash flow. As a result, a greenfield
club typically generates an operating loss in its first full year of operation
and substantially lower margins in its second full year of operations than a
mature club. These operating losses and lower margins will negatively impact our
future results of operations. This negative impact will be increased by the
initial expensing of pre-opening costs which include legal and other costs
associated with lease negotiations and permitting and zoning requirements, as
well as increased depreciation and amortization expenses, which will further
negatively impact net income. A greenfield club typically reaches mature
membership levels in three to four years. We may, at our discretion, accelerate
or expand our plans to open new greenfield clubs, which may adversely affect
results from operations temporarily.

                                        16


 Our inability to acquire additional capital on acceptable terms to finance
 future expansion would adversely impact our competitive position.

     The opening of greenfield clubs and the acquisition of existing clubs
requires considerable capital. Any material acceleration or expansion of that
plan through additional greenfields or acquisitions, to the extent such
acquisitions include cash payments, may require us to pursue additional sources
of financing. We cannot assure you that financing will be available or that it
will be available on acceptable terms. The inability to finance accelerated
expansion on acceptable terms may negatively impact our competitive position
and/or materially adversely affect our business, results of operations or
financial condition.

 We may be unable to attract and retain members, which could have a negative
 effect on our business.

     The performance of our clubs is dependent on our ability to attract and
retain members, and we cannot assure you that we will be successful in these
efforts, or that the membership levels at our clubs will not materially decline.
Most of our members can cancel their club membership at any time upon 30 days
notice. In addition, there are numerous factors that could lead to a decline in
membership levels at established clubs or that could prevent us from increasing
our membership at newer clubs, including harm to our reputation, a decline in
our ability to deliver quality service at a competitive cost, the presence of
direct and indirect competition in the areas in which the clubs are located, the
public's interest in sports and fitness clubs and general economic conditions.
As a result of these factors, membership levels might not be adequate to
maintain or permit the expansion of our operations. In addition, a decline in
membership levels may have a material adverse effect on our performance,
financial condition and results of operations.

 Our geographic concentration heightens our exposure to adverse regional
 developments.

     As of December 31, 2003, we operated 86 fitness clubs in the New York
metropolitan market, 19 fitness clubs in the Boston market, 15 fitness clubs in
the Washington, D.C. market, six fitness clubs in the Philadelphia market and
three fitness clubs in Switzerland. Our geographic concentration in the
Northeast and Mid-Atlantic regions and, in particular, the New York area,
heightens our exposure to adverse developments related to competition, as well
as, economic and demographic changes in these regions. In Manhattan we have
experienced a 0.8% decline in our mature club revenue and a similar decline in
mature club memberships during the year ended December 31, 2003, each of which
we attribute to the general economic conditions in the markets we serve as well
as to the continuing effects of the events of September 11, 2001. Our geographic
concentration might result in a material adverse effect on our business,
financial condition or results of operations in the future.

 The high level of competition in the fitness club industry could make it
 difficult for us to generate sufficient cash flow to service our debt.

     The fitness club industry is highly competitive. We compete with other
fitness clubs, physical fitness and recreational facilities established by local
governments, hospitals and businesses for their employees, amenity and
condominium clubs, the YMCA and similar organizations and, to a certain extent,
with racquet and tennis and other athletic clubs, country clubs, weight reducing
salons and the home-use fitness equipment industry. We also compete with other
entertainment and retail businesses for the discretionary income of our target
markets. We might not be able to compete effectively in the future in the
markets in which we operate. Competitors, which may include companies that are
larger and have greater resources than us, may enter these markets to our
detriment. These competitive conditions may limit our ability to increase dues
without a material loss in membership, attract new members and attract and
retain qualified personnel. Additionally, consolidation in the fitness club
industry could result
                                        17


in increased competition among participants, particularly large multi-facility
operators that are able to compete for attractive acquisition candidates or
greenfield locations, thereby increasing costs associated with expansion through
both acquisitions, and lease negotiation and real estate availability for
greenfields. See "Business--Competition."

 We could be subject to claims related to health or safety risks at our clubs.

     Use of our clubs poses some potential health or safety risks to members or
guests through exertion and use of our services and facilities including
exercise equipment. Claims against us for death or injury suffered by members or
their guests while exercising at a club might be asserted. We might not be able
to successfully defend such claim. Additionally, we might not be able to
maintain our general liability insurance on acceptable terms in the future or
that such insurance will provide adequate coverage against potential claims. A
claim has been filed against us by an individual for injuries sustained at one
of our club locations for two billion dollars in damages for personal injuries.
"Business -- Legal Proceedings."

 Loss of key personnel and/or failure to attract and retain highly qualified
 personnel could make it more difficult for us to generate cash flow from
 operations and service our debt.

     We are dependent on the continued services of our senior management team,
particularly Mark Smith, Chairman; Robert Giardina, Chief Executive Officer;
Richard Pyle, Chief Financial Officer; Alexander Alimanestianu, Chief
Development Officer and Randy Stephen, Chief Operating Officer. We believe the
loss of such key personnel could have a material adverse effect on us and our
financial performance. Currently, we do not have any long-term employment
agreements with our executive officers, and we may not be able to attract and
retain sufficient qualified personnel to meet our business needs. See
"Management -- Directors and Executive Officers."

 The interests of our controlling shareholder may be in conflict with your
 interests as a holder of Notes.

     Bruckmann, Rosser, Sherrill & Co., L.P. and certain of its affiliates
(collectively "BRS") own approximately 36.6% of our common stock on a fully
diluted basis and has the ability to elect a majority of the board of directors
and generally to control the affairs and policies of our company. Circumstances
may occur in which the interests of BRS, as our shareholder, in pursuing
acquisitions or otherwise, could be in conflict with the interests of the
holders of the Notes. See "Security Ownership and Certain Beneficial Owners" and
"Certain Relationships and Related Transactions."

 We are subject to extensive government regulation and changes in these
 regulations could have a negative effect on our financial condition.

     Our operations and business practices are subject to federal, state and
local government regulation in the various jurisdictions in which our clubs are
located, including: (1) general rules and regulations of the Federal Trade
Commission, state and local consumer protection agencies and state statutes that
prescribe certain forms and provisions of membership contracts and that govern
the advertising, sale, financing and collection of such memberships, (2) state
and local health regulations, (3) federal regulation of health and nutritional
supplements, and (4) regulation of rehabilitation service providers. Although we
are not aware of any proposed changes in any statutes, rules or regulations, any
changes in such laws could have a material adverse effect on our financial
condition and results of operations. See "Business -- Government Regulation."

                                        18


 The occurrence of extraordinary events, such as war in Iraq or elsewhere may
 increase the likelihood of a major terrorist attack in the United States, which
 may adversely affect our clubs, resulting in a decrease in our revenues.

     The United States is currently engaged in a military action in Iraq. Such
military action may increase the likelihood of another major terrorist attack in
the United States. Our geographic concentration in the major cities in the
Northeast and Mid-Atlantic regions and, in particular, the New York and
Washington, D.C. areas, heightens our exposure to such future terrorist attacks,
which may adversely affect our clubs and result in a decrease in our revenues.
Future terrorist attacks cannot be predicted, and their occurrence can be
expected to further negatively affect the United States economy generally, and
specifically the regional markets in which we operate.

                                        19


                               THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

     Simultaneously with the sale of the Old Notes, we entered into a
registration rights agreement with Deutsche Bank. In the registration rights
agreement, we agreed, among other things, (i) to file a registration statement
with the SEC as soon as practicable after the issuance of the Old Notes, but in
no event later than 120 days after the issuance of the Old Notes and (ii) to use
our reasonable best efforts to cause such registration statement to be declared
effective by the SEC at the earliest possible time, but in no event later than
210 days after the issuance of the Old Notes. We also agreed to use our best
efforts to cause the exchange offer to be consummated on the earliest
practicable day after the registration statement is declared effective, but in
no event later than 30 days after the exchange registration statement is
declared effective, unless required by the Securities Act or the Exchange Act. A
copy of the registration rights agreement has been filed as an exhibit herewith.

     We are conducting the exchange offer to satisfy our contractual obligations
under the registration rights agreement. The form and terms of the New Notes are
the same as the form and terms of the Old Notes, except that the New Notes will
be registered under the Securities Act, and holders of the New Notes will not be
entitled to the payment of any additional amounts pursuant to the terms of the
registration rights agreement, as described below.

     The registration rights agreements provides that, promptly after the
registration statement has been declared effective, we will offer to holders of
the Old Notes the opportunity to exchange their existing Notes for New Notes
having a principal amount, interest rate, maturity date and other terms
substantially identical to the principal amount, interest rate, maturity date
and other terms of their Old Notes. We will keep the exchange offer open for at
least 30 days (or longer if we are required to by applicable law) after the date
notice of the exchange offer is mailed to the holders of the Old Notes and use
our reasonable best efforts to complete the exchange offer no later than 30 days
after the exchange registration statement is declared effective. The New Notes
will be accepted for clearance through the DTC, Clearstream, Luxembourg and the
Euroclear System with a new CUSIP and ISIN number and common code. All of the
documentation prepared in connection with the exchange offer will be made
available at the offices of The Bank of New York, our exchange agent.

     Based on existing interpretations of the Securities Act by the staff of the
SEC, we believe that the holders of the New Notes (other than holders who are
broker-dealers) may freely offer, sell and transfer the New Notes. However,
holders of Old Notes who are our affiliates, who intend to participate in the
exchange offer for the purpose of distributing the New Notes, or who are
broker-dealers who purchased the Old Notes from us for resale, may not freely
offer, sell or transfer the Old Notes, may not participate in the exchange offer
and must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with any offer, sale or transfer of Old Notes.

     Each holder of Old Notes who is eligible to and wishes to participate in
the exchange offer will be required to represent that it is not our affiliate,
that it is not a broker-dealer tendering securities directly acquired from us
for its own account and that it acquired the Old Notes and will acquire the New
Notes in the ordinary course of its business and that it has no arrangement with
any person to participate in the distribution of the New Notes. In addition, any
broker-dealer who acquired the Old Notes for its own account as a result of
market-making or other trading activities must deliver a prospectus (which may
be the prospectus contained in the registration statement if the broker-dealer
is not reselling an unsold allotment of Old Notes) meeting the requirements of
the Securities Act in connection with any resales of the New Notes. We will
agree to provide sufficient copies of the latest version of such prospectus to
such broker-dealers, if subject to similar prospectus delivery requirements for
a period ending

                                        20


on the earlier of (i) 180 days from the date on which the exchange offer is
consummated (ii) the date on which a broker-dealer is no longer required to
deliver a prospectus in connection with market-making or other trading
activities.

     If,

     (i) we are not permitted to consummate the Exchange Offer because the
Exchange Offer is not permitted by applicable law or Commission policy; or

     (ii) any Holder of Transfer Restricted Securities notifies us prior to the
20th day following consummation of the exchange offer that (a) it is prohibited
by law or Commission policy from participating in the Exchange Offer; (b) that
it may not resell the New Notes acquired by it in the exchange offer to the
public without delivering a prospectus and this prospectus is not appropriate or
available for such resales; or (c) that it is a broker-dealer and owns Old Notes
acquired directly from the Issuer or an affiliate of the Issuer,

     then we shall promptly deliver to the holders and the trustee written
notice thereof, or give notice and shall file a shelf registration covering the
resale of the affected securities within 120 days after the shelf notice is
given to the holders and shall use our reasonable best efforts to cause the
shelf registration to be effective under the Securities Act on or prior to the
210th day after the shelf notice is given.

     We will use our reasonable best efforts to keep effective the shelf
registration statement until the earlier of (i) two years following the
effective date of the initial shelf registration statement or (ii) the time when
all of the securities have been sold thereunder or are no longer restricted
securities.

     In the event that a shelf registration statement is filed, we will provide
to each affected holder copies of the prospectus that is a part of the shelf
registration statement, notify each affected holder when the shelf registration
statement has become effective and take certain other actions as are required to
permit unrestricted resales of the securities. A holder that sells securities
pursuant to the shelf registration statement will be required to be named as a
selling security holder in the prospectus and to deliver a prospectus to
purchasers. A selling holder will also be subject to certain of the civil
liability provisions under the Securities Act in connection with sales and will
be bound by the provisions of the registration rights agreement that are
applicable to it, including certain indemnification rights and obligations.

     If we are permitted under SEC rules to conduct the exchange offer and we
have not filed an exchange offer registration statement or a shelf registration
statement by a specified date, if the exchange offer registration statement or
the shelf registration statement is not declared effective by a specified date,
or if either we have not consummated the exchange offer within a specified
period of time or, if applicable, we do not keep the shelf registration
statement effective from a specified period of time, then, in addition to the
interest otherwise payable on the Notes, the interest that is accrued and
payable on the principal amount of the Old Notes will increase at a rate of
0.25% per annum with respect to each subsequent 90-day period until the
requirement is satisfied, up to a additional maximum amount of interest of 1.0%
per annum. Upon the filing of the registration statement, the effectiveness of
the exchange offer registration statement, the consummation of the exchange
offer or the effectiveness of the shelf registration statement, as the case may
be, the additional interest will cease to accrue from the date of filing,
effectiveness or consummation, as the case may be.

     If a registration statement is declared effective and we fail to keep it
continuously effective or useable for resales for the period required by the
registration rights agreement, then from the day that the registration statement
ceases to be effective until the earlier of the date that the registration
statement is again deemed effective or is useable, the date that is the second
anniversary of our issuance of these securities (or, if Rule 144(k) under the
Securities Act is

                                        21


amended to provide a shorter restrictive period, the shorter period) or the date
as of which all of the applicable securities are sold pursuant to the shelf
registration statement, the interest that is accrued and payable on the
principal amount of the existing Notes will increase at a rate of 0.25% per
annum with respect to each subsequent 90-day period until the requirement is
satisfied, up to a maximum amount of additional interest of 1.0% per annum.

     Any additional amounts will be payable in cash on February 1 and August 1
of each year to the holders of record on the preceding February 1 and August 1,
respectively.

TERMS OF THE EXCHANGE OFFER

     Upon the terms and subject to the conditions set forth in this prospectus
and in the letter of transmittal, we will accept any and all Old Notes validly
tendered and not withdrawn prior to 5:00 p.m., New York City time, on the
expiration date of the exchange offer. We will issue $1,000 principal amount of
New Notes in exchange for each $1,000 principal amount of Old Notes accepted in
the exchange offer. Holders may tender some or all of their Old Notes pursuant
to the exchange offer. However, Old Notes may be tendered only in integral
multiples of $1,000.

     The form and terms of the New Notes are the same as the form and terms of
the existing Notes except that:

     (i) the New Notes bear a series B designation and a different CUSIP number
from the Old Notes;

     (ii) the New Notes have been registered under the Securities Act and will
therefore not bear legends restricting their transfer; and

     (iii) the holders of the New Notes will be deemed to have agreed to be
bound by the provisions of the registration rights agreement and each security
will bear a legend to that effect.

     The New Notes will evidence the same debt as the outstanding securities and
will be entitled to the benefits of the indenture.

     Holders of Old Notes do not have any appraisal or dissenters' rights under
the Delaware General Corporations Law, or the indenture in connection with the
exchange offer. We intend to conduct the exchange offer in accordance with the
applicable requirements of the Exchange Act and the rules and regulations of the
SEC.

     We will be deemed to have accepted validly tendered Old Notes when, as and
if we have given oral or written notice of our acceptance to the exchange agent.
The exchange agent will act as agent for the tendering holders for the purpose
of receiving the New Notes from us.

     If any tendered Old Notes are not accepted for exchange because of an
invalid tender, the occurrence of specified other events set forth in this
prospectus or otherwise, the certificates for any unaccepted Old Notes will be
returned, without expense, to the tendering holder as promptly as practicable
after the expiration date of the exchange offer.

     Holders who tender Old Notes in the exchange offer will not be required to
pay brokerage commissions or fees or, subject to the instructions in the letter
of transmittal, transfer taxes with respect to the exchange of Old Notes
pursuant to the exchange offer. We will pay all charges and expenses, other than
transfer taxes in certain circumstances, in connection with the exchange offer.
See "-- Fees and Expenses."

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

     The exchange offer will remain open for at least 20 full business days. The
term "expiration date" will mean 5:00 p.m., New York City time, on           ,
2004, unless we, in our sole
                                        22


discretion, extend the exchange offer, in which case the term "expiration date"
will mean the latest date and time to which the exchange offer is extended.

     To extend the exchange offer, prior to 9:00 a.m., New York City time, on
the next business day after the previously scheduled expiration date, we will:

     (1) notify the exchange agent of any extension by oral notice (promptly
confirmed in writing) or written notice, and

     (2) mail to the registered holders an announcement of any extension.

     We reserve the right, in our sole discretion,

     (1) if any of the conditions below under the heading "-- Conditions" shall
have not been satisfied,

     (A) to delay accepting any Old Notes,

     (B) to extend the exchange offer, or

     (C) to terminate the exchange offer, or

     (2) to amend the terms of the exchange offer in any manner.

     Any delay in acceptance, extension, termination or amendment will be
followed as promptly as practicable by oral or written notice to the registered
holders. We will give oral notice (promptly confirmed in writing) or written
notice of any delay, extension or termination to the exchange agent.

PROCEDURES FOR TENDERING OLD NOTES

     Only a holder of Old Notes may tender Old Notes in the exchange offer. To
tender in the exchange offer, a holder must:

     - complete, sign and date the letter of transmittal, or a facsimile of the
       letter of transmittal;

     - have the signatures on the letter of transmittal guaranteed if required
       by the letter of transmittal or transmit an agent's message in connection
       with a book-entry transfer; and

     - mail or otherwise deliver the letter of transmittal or the facsimile,
       together with the Old Notes and any other required documents, to be
       received by the exchange agent prior to 5:00 p.m., New York City time, on
       the expiration date.

     To tender Old Notes effectively, the holder must complete a letter of
transmittal or an agent's message and other required documents and the exchange
agent must receive all the documents prior to 5:00 p.m., New York City time, on
the expiration date. Delivery of the Old Notes shall be made by book-entry
transfer in accordance with the procedures described below. Confirmation of the
book-entry transfer must be received by the exchange agent prior to the
expiration date.

     The term "agent's message" means a message, transmitted by a book-entry
transfer facility to, and received by, the exchange agent forming a part of a
confirmation of a book-entry, which states that the book-entry transfer facility
has received an express acknowledgment from the participant in the book-entry
transfer facility tendering the outstanding securities that the participant has
received and agrees:

     (1) to participate in ATOP;

     (2) to be bound by the terms of the letter of transmittal; and

     (3) that we may enforce the agreement against the participant.

                                        23


     By executing the letter of transmittal, each holder will make to us the
representations set forth above in the fifth paragraph under the heading See
"-- Purpose of the Exchange Offer."

     The tender by a holder and the acceptance of the tender by us will
constitute agreement between the holder and us in accordance with the terms and
subject to the conditions set forth in this prospectus and in the letter of
transmittal or agent's message.

     The method of delivery of the existing Notes and the letter of transmittal
or agent's message and all other required documents to the exchange agent is
that the election and sole risk of the holder. As an alternative to delivery by
mail, holders may wish to consider overnight or hand delivery service. In all
cases, sufficient time should be allowed to assure delivery to the exchange
agent before the expiration date. No letter of transmittal or Old Notes should
be sent to us. Holders may request their respective brokers, dealers, commercial
banks, trust companies or nominees to effect the above transactions for them.

     Any beneficial owner whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact the registered holder promptly and instruct the
registered holder to tender on the beneficial owner's behalf. See "Instructions
to Registered Holder and/or Book-Entry Transfer Facility Participant from
Beneficial Owner" included with the letter of transmittal.

     An institution that is a member firm of the Medallion system must guarantee
signatures on a letter of transmittal or a notice of withdrawal unless the Old
Notes are tendered:

     (1) by a registered holder who has not completed the box entitled "Special
Registration Instructions" or "Special Delivery Instructions" on the letter of
transmittal; or

     (2) for the account of a member firm of the Medallion system.

     If the letter of transmittal is signed by a person other than the
registered holder of any existing Notes listed in that letter of transmittal,
the Old Notes must be endorsed or accompanied by a properly completed bond
power, signed by the registered holder as the registered holder's name appears
on the Old Notes. An institution that is a member firm of the Medallion System
must guarantee the signature.

     If the letter of transmittal or any Old Notes or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, offices of
corporations or others acting in a fiduciary or representative capacity, the
person signing should so indicate when signing, and evidence satisfactory to us
of its authority to so act must be submitted with the letter of transmittal.

     We understand that the exchange agent will make a request promptly after
the date of this prospectus to establish accounts with respect to the
outstanding securities at DTC for the purpose of facilitating the exchange
offer, and subject to the establishment of this account, any financial
institution that is a participant in DTC's system may make book-entry delivery
of outstanding securities by causing DTC to transfer the Old Notes into the
exchange agent's account with respect to the Old Notes in accordance with DTC's
procedures for the transfer. Although delivery of the Old Notes may be effected
through book-entry transfer into the exchange agent's account at DTC, unless an
agent's message is received by the exchange agent in compliance with ATOP, an
appropriate letter of transmittal properly completed and duly executed with any
required signature guarantee and all other required documents must in each case
be transmitted to and received or confirmed by the exchange agent at its address
set forth below on or prior to the expiration date, or, if the guaranteed
delivery procedures described below are complied with, within the time period
provided under the procedures. Delivery of documents to DTC does not constitute
delivery to the exchange agent.

     All questions as to the validity, form, eligibility, including time of
receipt, acceptance of tendered Old Notes and withdrawal of tendered Old Notes
will be determined by us in our sole
                                        24


discretion, which determination will be final and binding. We reserve the
absolute right to reject any and all Old Notes not properly tendered or any
existing Notes our acceptance of which would, in the opinion of our counsel, be
unlawful. We also reserve the right in our sole discretion to waive any defects,
irregularities or conditions of tender as to particular Old Notes. Our
interpretation of the terms and conditions of the exchange offer, including the
instructions in the letter of transmittal, will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Old Notes must be cured within the time we determine. Although we intend to
notify holders of defects or irregularities with respect to tenders of Old
Notes, neither we, the exchange agent nor any other person will incur any
liability for failure to give the notification. Tenders of Old Notes will not be
deemed to have been made until the defects or irregularities have been cured or
waived. Any Old Notes received by the exchange agent that are not properly
tendered and as to which the defects or irregularities have not been cured or
waived will be returned by the exchange agent to the tendering holders, unless
otherwise provided in the letter of transmittal, as soon as practicable
following the expiration date.

GUARANTEED DELIVERY PROCEDURES

     Holders who wish to tender their outstanding securities and:

     (1) whose Old Notes are not immediately available;

     (2) who cannot deliver their Old Notes, the letter of transmittal or any
other required documents to the exchange agent; or

     (3) who cannot complete the procedures for book-entry transfer, prior to
the expiration date, may effect a tender if:

     1. they tender through an institution that is a member firm of the
Medallion System;

     2. prior to the expiration date, the exchange agent receives from an
institution that is a member firm of the Medallion System a properly completed
and duly executed notice of guaranteed delivery by facsimile transmission, mail
or hand delivery setting forth the name and address of the holder, the
certificate number(s) of the Old Notes and the principal amount of Old Notes
tendered, stating that the tender is being made and guaranteeing that, within
three New York Stock Exchange trading days after the expiration date, the letter
of transmittal or facsimile thereof together with the certificate(s)
representing the Old Notes or a confirmation of book-entry transfer of the Old
Notes into the exchange agent's account at DTC, and any other documents required
by the letter of transmittal will be deposited by the member firm of the
Medallion System with the exchange agent; and

     3. the exchange agent receives

     (A) such properly completed and executed letter of transmittal or facsimile
of the letter of transmittal,

     (B) the certificate(s) representing all tendered Old Notes in proper form
for transfer or a confirmation of book-entry transfer of the Old Notes into the
exchange agent's account at DTC, and

     (C) all other documents required by the letter of transmittal

     upon three New York Stock Exchange trading days after the expiration date.

     Upon request to the exchange agent, we will send a notice of guaranteed
delivery to holders who wish to tender their Old Notes according to the
guaranteed delivery procedures set forth above.

                                        25


WITHDRAWAL OF TENDERS

     Except as otherwise provided in this prospectus, holders may withdraw
tenders of Old Notes at any time prior to 5:00 p.m., New York City time, on the
expiration date. To withdraw a tender of Old Notes in the exchange offer, the
exchange agent must receive a letter or facsimile transmission notice of
withdrawal at its address set forth in this prospectus prior to 5:00 p.m., New
York City time, on the expiration date of the exchange offer. Any notice of
withdrawal must:

     (1) specify the name of the person having deposited the Old Notes to be
withdrawn;

     (2) identify the Old Notes to be withdrawn, including the certificate
number(s) and principal amount of the Old Notes, or, in the case of Old Notes
transferred by book-entry transfer, the name and number of the account at DTC to
be credited;

     (3) be signed by the holder in the same manner as the original signature on
the letter of transmittal by which the Old Notes were tendered, including any
required signature guarantees, or be accompanied by documents of transfer
sufficient to have the trustee with respect to the Old Notes register the
transfer of the Old Notes into the name of the person withdrawing the tender;
and

     (4) specify the name in which any Old Notes are to be registered, if
different from that of the person depositing the Old Notes to be withdrawn.

     We will determine all questions as to the validity, form and eligibility,
including time of receipt, of such notices. Our determination will be final and
binding on all parties. We will not deem Old Notes so withdrawn to have been
validly tendered for purposes of the exchange offer. We will not issue New Notes
for withdrawn Old Notes unless you validly retender the withdrawn Old Notes. We
will return any Old Notes which have been tendered but which are not accepted
for exchange to the holder of the Old Notes at our cost as soon as practicable
after withdrawal, rejection of tender or termination of the exchange offer. You
may retender properly withdrawn Old Notes by following one of the procedures
described above under "-- Procedures for Tendering Old Notes" at any time prior
to the expiration date.

CONDITIONS

     Notwithstanding any other term of the exchange offer, we will not be
required to accept for exchange, or issue New Notes for, any Old Notes, and may
terminate or amend the exchange offer as provided in this prospectus before the
acceptance of the Old Notes, if:

     (1) any action or proceeding is instituted or threatened in any court or by
or before any governmental agency with respect to the exchange offer which, in
our sole judgment, might materially impair our ability to proceed with the
exchange offer or any development has occurred in any existing action or
proceeding which may be harmful to us or any of our subsidiaries; or

     (2) the exchange offer violates any applicable law or any applicable
interpretation by the staff of the SEC; or

     (3) any governmental approval has not been obtained, which we believe, in
our sole discretion, is necessary for the consummation of the exchange offer as
outlined in this prospectus.

     If we determine in our sole discretion that any of the conditions are not
satisfied, we may

     (1) refuse to accept any Old Notes and return all tendered Old Notes to the
tendering holders;

                                        26


     (2) extend the exchange offer and retain all Old Notes tendered prior to
the expiration of the exchange offer, subject, however, to the rights of holders
to withdraw their Old Notes (see "-- Withdrawal of Tenders"; or

     (3) waive the unsatisfied conditions with respect to the exchange offer and
accept all properly tendered Old Notes that have not been withdrawn.

EXCHANGE AGENT

     The Bank of New York has been appointed as the exchange agent for the
exchange offer. You should direct all

     - executed letters of transmittal,

     - questions,

     - requests for assistance,

     - requests for additional copies of this prospectus or of the letter of
       transmittal, and

     - requests for Notices of Guaranteed Delivery,

     to the exchange agent at the following address:

                              THE BANK OF NEW YORK



                                                                  BY OVERNIGHT COURIER OR
BY FACSIMILE:                            BY HAND:               REGISTERED/CERTIFIED MAIL:
-------------                  -----------------------------   -----------------------------
                                                         
(212) 298-1915 Attention:      101 Barclay Street, 7 East      101 Barclay Street, 7 East
  Customer Service             New York, New York 10286        New York, New York 10286
                               Attention: Corporate Trust      Attention: Corporate Trust
                               Operations Reorganization       Operations Reorganization
                               Unit                            Unit


     DELIVERY TO AN ADDRESS OTHER THAN SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.

FEES AND EXPENSES

     We will bear the expenses of soliciting tenders.  The principal
solicitation is being made by mail; however, additional solicitation may be made
by telephone or in person by our and our affiliates' officers and regular
employees.

     We have not retained any dealer-manager in connection with the exchange
offer and will not make any payments to brokers, dealers or others soliciting
acceptances of the exchange offer. We will, however, pay the exchange agent
reasonable and customary fees for its services and will reimburse it for its
reasonable out-of-pocket expenses incurred in connection with these services.

     We will pay the cash expenses to be incurred in connection with the
exchange offer. Such expenses include fees and expenses of the exchange agent
and trustee, accounting and legal fees and printing costs, among others.

ACCOUNTING TREATMENT

     The New Notes will be recorded at the same carrying value as the Old Notes,
which is the accreted value, as reflected in our accounting records on the date
of exchange. Accordingly, we will not recognize any gain or loss for accounting
purposes as a result of the exchange offer. The expenses of the exchange offer
will be deferred and charged to expense over the term of the New Notes.

                                        27


TRANSFER TAXES

     Holders who tender their Old Notes for exchange will not be obligated to
pay any transfer taxes in connection with the exchange. However, holders who
instruct us to register New Notes in the name of, or request that Old Notes not
tendered or not accepted in the exchange offer be returned to, a person other
than a registered tendering holder will be responsible for the payment of any
applicable transfer tax on that transfer.

CONSEQUENCES OF FAILURE TO EXCHANGE

     The Old Notes that are not exchanged for New Notes pursuant to the exchange
offer will remain restricted securities. Accordingly, the Old Notes may be
resold only:

     (1) to us upon redemption thereof or otherwise;

     (2) so long as the outstanding securities are eligible for resale pursuant
to Rule 144A, to a person inside the United States who is a qualified
institutional buyer within the meaning of Rule 144A under the Securities Act in
a transaction meeting the requirements of Rule 144A, in accordance with Rule 144
under the Securities Act, or pursuant to another exemption from the registration
requirements of the Securities Act, which other exemption is based upon an
opinion of counsel reasonably acceptable to us;

     (3) outside the United States to a foreign person in a transaction meeting
the requirements of Rule 904 under the Securities Act; or

     (4) pursuant to an effective registration statement under the Securities
Act,

     in each case in accordance with any applicable securities laws of any state
of the United States.

RESALE OF THE NEW NOTES

     With respect to resales of New Notes, based on interpretations by the staff
of the SEC set forth in no-action letters issued to third parties, we believe
that a holder or other person who receives New Notes, whether or not the person
is the holder (other than a person that is our affiliate within the meaning of
Rule 405 under the Securities Act) in exchange for Old Notes in the ordinary
course of business and who is not participating, does not intend to participate,
and has no arrangement or understanding with any person to participate, in the
distribution of the New Notes, will be allowed to resell the New Notes to the
public without further registration under the Securities Act and without
delivering to the purchasers of the New Notes a prospectus that satisfies the
requirements of Section 10 of the Securities Act. However, if any holder
acquires New Notes in the exchange offer for the purpose of distributing or
participating in a distribution of the New Notes, the holder cannot rely on the
position of the staff of the SEC expressed in the no-action letters or any
similar interpretive letters, and must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
resale transaction, unless an exemption from registration is otherwise
available. Further, each broker-dealer that receives New Notes for its own
account in exchange for Old Notes, where the Old Notes were acquired by the
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of the New Notes.

                                        28


                                THE TRANSACTIONS

     TSI Holdings is a holding company with no material assets or operations
other than its ownership of the common stock of TSI, Inc. and was formed to
serve as issuer of the Old Notes.

     In connection with, and as a condition to, the offering of the Old Notes,
we consummated the following transactions, which we refer to as the
"transactions."

PAYMENT OF DIVIDEND TO HOLDERS OF OUR COMMON STOCK

     We made a payment of dividends to holders of our common stock in an
aggregate amount of $68.9 million.

REDEMPTION OF PREFERRED STOCK

     We redeemed all of our issued and outstanding shares of preferred stock,
then held by BRS, Farallon Capital Partners, L.P. and certain of its affiliates,
Rosewood Capital, L.P. and certain of its affiliates and certain of our
directors in an aggregate amount of $50.6 million. See "Security Ownership and
Certain Beneficial Owners."

                                        29


                                USE OF PROCEEDS

     This exchange offer is intended to satisfy our obligations under the
registration rights agreement. We will not receive any cash proceeds from the
issuance of the New Notes. In consideration for issuing the New Notes
contemplated in this prospectus, we will receive outstanding securities in like
principal amount, the form and terms of which are the same as the form and terms
of the New Notes, except as otherwise described in this prospectus. The old
Notes surrendered in exchange for New Notes will be retired and canceled.
Accordingly, no additional debt will result from the exchange. We have agreed to
bear the expense of the exchange offer.

     The gross proceeds from the sale of the Old Notes were approximately
$124,807. We used the net proceeds, together with funds from borrowings under
our new credit facility, as follows (all amounts presented in thousands):



USES:
                                                           
Redeem preferred stock......................................  $ 50,634
Shareholder dividend(1).....................................    68,405
Employee bonus in lieu of dividend(2).......................     1,090
Transaction fees and expenses...............................     4,316
General corporate purposes..................................       362
                                                              --------
Total uses..................................................  $124,807
                                                              ========


------------

(1) The total dividend amount is shown net of $526 of stock option exercise
    proceeds received.

(2) Employees with vested stock options as of the dividend payment date, were
    paid bonuses in amounts equivalent to the dividend they would have received
    had they exercised and been a common shareholder.

                                        30


                                 CAPITALIZATION

     The following table sets forth our consolidated cash and cash equivalents
and capitalization as of December 31, 2003 on an actual basis and as adjusted to
reflect the transactions. This table should be read in conjunction with our
consolidated financial statements and the related notes to the consolidated
financial statements included elsewhere in this offering memorandum.

All amounts presented in thousands.



                                                              AS OF DECEMBER 31, 2003
                                                              ------------------------
                                                               ACTUAL     AS ADJUSTED
                                                              ---------   ------------
                                                                    
Cash and cash equivalents...................................  $ 40,802     $  41,947(1)
                                                              ========     =========
Debt:
  Senior secured revolving credit facility..................  $     --     $      --(2)
  Notes payable for acquired businesses.....................     4,358         4,358
  Capitalized lease obligations.............................     2,519         2,519
  Existing senior notes.....................................   255,000       255,000
  Senior discount notes offered hereby, net of discount.....        --       124,807
                                                              --------     ---------
Total debt..................................................   261,877       386,684
Series A redeemable preferred stock.........................    39,890            --
Total shareholders' deficit(3)..............................   (34,294)     (113,750)
                                                              --------     ---------
  Total capitalization......................................  $267,473     $ 272,934
                                                              ========     =========


------------

(1) The increase of as adjusted cash and cash equivalents reflects expected cash
    outflows associated with $783 of accretion of our preferred stock for
    periods subsequent to December 31, 2003 and $362 of cash maintained for
    general business purposes. See "Use of Proceeds."

(2) Does not reflect $50,000 in revolving credit loans and letters of credit
    available under our senior secured revolving credit facility.

(3) As of December 31, 2003 actual total shareholders' deficit includes $10,000
    of Series B preferred stock.

                                        31


                 SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
                (IN THOUSANDS, EXCEPT CLUB AND MEMBERSHIP DATA)

     Set forth below is TSI, Inc.'s selected historical consolidated financial,
other operating data and club and membership data as of the dates and for the
periods presented. The selected historical consolidated statement of operations
data for the years ended December 31, 2001, 2002, and 2003 and the selected
historical consolidated balance sheet data as of December 31, 2002 and 2003,
were derived from the audited Consolidated Financial Statements, which are
included herein. The selected historical consolidated statement of operations
data for the year ended December 31, 1999 and 2000 and the selected historical
consolidated balance sheet data as of December 31, 1999, 2000 and 2001 were
derived from our audited consolidated financial statements of the Company, which
are not included herein. The information contained in this table and
accompanying notes should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the
Consolidated Financial Statements and accompanying notes thereto appearing
elsewhere herein.



                                                                    YEAR ENDED DECEMBER 31,
                                                      ----------------------------------------------------
                                                        1999       2000       2001       2002       2003
                                                      --------   --------   --------   --------   --------
                                                                                   
STATEMENT OF OPERATIONS DATA:
Revenues............................................  $158,184   $223,828   $281,633   $319,427   $342,541
Operating expenses:
  Payroll and related...............................    63,838     90,801    112,766    129,105    130,585
  Club operating....................................    52,048     68,806     88,941     99,113    111,069
  General and administrative........................    10,797     14,626     18,785     21,368     21,995
  Depreciation and amortization(1)..................    20,513     26,248     32,185     31,748     34,927
                                                      --------   --------   --------   --------   --------
Operating income....................................    10,988     23,347     28,956     38,093     43,965
Loss on extinguishment of debt(2)...................        --         --         --         --      7,773
Interest expense, net of interest income............    10,243     13,120     14,527     16,421     23,226
                                                      --------   --------   --------   --------   --------
Income from continuing operations before provision
  for corporate income tax..........................       745     10,227     14,429     21,672     12,966
Provision for corporate income tax..................       622      5,031      6,853      9,709      5,537
                                                      --------   --------   --------   --------   --------
Income from continuing operations...................       123      5,196      7,576     11,963      7,429
Loss from discontinued operations of closed clubs(3)
  (including loss on club closure of $996 in 2002),
  net of income taxes...............................       (74)      (365)      (530)      (767)        --
Cumulative effect of a change in accounting
  principle, net of income tax
  benefit of $612(4)................................        --         --         --       (689)        --
                                                      --------   --------   --------   --------   --------
Net income                                                  49      4,831      7,046     10,507      7,429
Accreted dividends on preferred stock...............    (7,880)    (9,016)   (10,201)   (11,543)   (10,984)
                                                      --------   --------   --------   --------   --------
Net loss attributable to common stockholders........  $ (7,831)  $ (4,185)  $ (3,155)  $ (1,036)  $ (3,555)
                                                      ========   ========   ========   ========   ========
OTHER DATA:
Non-cash rental lease expense, net of non-cash
  income............................................  $  3,061   $  2,976   $  4,224   $  1,670   $  1,650
Cash provided by (used in):
  Operating activities..............................    29,496     40,573     44,348     50,805     58,253
  Investing activities..............................   (55,078)   (70,048)   (58,358)   (40,182)   (42,734)
  Financing activities..............................    33,553      5,715     16,103    (10,530)    19,732
CLUB AND MEMBERSHIP DATA:
New clubs opened(5).................................        14          9         12          8          3
Clubs acquired(5)...................................         4         11          2          4         --
Closed, relocated or sold clubs.....................        (1)        (1)        --         (2)        (3)
Wholly-owned clubs operated at
  end of period(5)..................................        82        103        117        127        127
Total clubs operated at end of period(6)............        86        105        119        129        129
Members at end of period(7).........................   203,000    278,000    317,000    342,000    342,000
Mature club revenue increase(8).....................      16.0%      18.6%      12.3%       4.1%       1.6%


                                        32




                                                                    YEAR ENDED DECEMBER 31,
                                                      ----------------------------------------------------
                                                        1999       2000       2001       2002       2003
                                                      --------   --------   --------   --------   --------
                                                                                   
Revenue per weighted average club
  (in thousands)(9).................................  $  2,130   $  2,428   $  2,619   $  2,606   $  2,691
Ratio of earnings to fixed charges(10)..............   1.0:1.0    1.4:1.0    1.5:1.0    1.7:1.0    1.3:1.0
Pro forma ratio of earnings to fixed charges(11)....                                               1.0:1.0




                                                                       AS OF DECEMBER 31,
                                                      ----------------------------------------------------
                                                        1999       2000       2001       2002       2003
                                                      --------   --------   --------   --------   --------
                                                                                   
BALANCE SHEET DATA:
Working capital deficit(12).........................  $ (1,015)  $(38,414)  $(42,565)  $(43,192)  $ (9,087)
Total assets........................................   215,678    256,085    296,005    314,250    362,199
Long-term debt, including current installments......   132,202    144,498    163,979    160,943    261,877
Redeemable senior preferred stock...................    42,066     48,029     54,687     62,125         --
Redeemable Series A preferred stock(13).............    23,216     26,580     30,432     34,841     39,890
Total stockholders' deficit(13).....................  $(28,813)  $(30,491)  $(32,797)  $(31,740)  $(34,294)


------------

 (1) Effective January 1, 2002 we implemented Statement of Financial Accounting
     Standards ("SFAS") No. 142 No. 142 ("SFAS 142"), Goodwill and Other
     Intangible Assets. In connection with this implementation we no longer
     amortize goodwill, but rather test it for impairment when circumstances
     indicate it is necessary, and at a minimum annually. A reconciliation of
     reported net income to net income adjusted for the impact of SFAS 142 is as
     follows for the presented periods:



                                                                YEAR ENDED DECEMBER 31,
                                                              ---------------------------
                                                               1999      2000      2001
                                                              -------   -------   -------
                                                                         
Net income as reported......................................  $    49   $ 4,831   $ 7,046
Goodwill amortization.......................................    2,845     3,545     4,436
Deferred tax benefit........................................   (1,195)   (1,064)   (1,344)
                                                              -------   -------   -------
Net income as adjusted......................................  $ 1,699   $ 7,312   $10,138
                                                              =======   =======   =======


 (2) The $7.8 million loss on extinguishment of debt recorded in 2003 is a
     result of the refinancing of our debt on April 16, 2003. In connection with
     this refinancing, we wrote-off $3.7 million of deferred financing costs
     related to extinguished debt, paid a $3.0 million call premium, and
     incurred $1.0 million of additional interest on the 9 3/4% old Notes
     representing interest incurred during the 30 day redemption notification
     period.

 (3) In the fourth quarter of 2002, we closed or sold two remote
     underperforming, wholly-owned clubs. In connection with the closure of one
     of the clubs, we recorded club closure costs of $996 related to the
     write-off fixed assets. We have accounted for these two clubs as
     discontinued operations and, accordingly, the results of their operations
     have been classified as discontinued in the Consolidated Statement of
     Operations and prior periods have been reclassified in accordance with
     Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting
     for the Impairment of Long-Lived Assets and Long-Lived Assets To Be
     Disposed Of.

     Loss from operations of these discontinued clubs was as follows for the
     periods presented:



                                                                        YEAR ENDED DECEMBER 31,
                                                                    -------------------------------
                                                                    1999    2000    2001     2002
                                                                    -----   -----   -----   -------
                                                                                
      Loss from operations of discontinued clubs, (including loss
        of club closure of $996 in 2002)..........................  $(125)  $(597)  $(894)  $(1,318)
      Benefit for corporate income tax............................    (51)   (232)   (364)     (551)
                                                                    -----   -----   -----   -------
      Loss from discontinued operations...........................  $ (74)  $(365)  $(530)  $  (767)
                                                                    =====   =====   =====   =======


 (4) Effective January 1, 2002 we implemented SFAS 142. In connection with the
     SFAS 142 transitional impairment test we recorded a $1.3 million write-off
     of goodwill. A deferred tax benefit of $612 was recorded as a result of
     this goodwill write-off, resulting in a net cumulative effect of change in
     accounting principle of $689 in 2002. The write-off of goodwill related to
     four, remote underperforming clubs. The impairment test was performed with
     discounted estimated future cash flows as the criteria for determining fair
     market value. The impairment loss recorded was measured by comparing the
     carrying value to the fair value of goodwill.

 (5) During 2000, we acquired two formerly partly-owned clubs and relocated one
     club on expiration of lease.

 (6) Includes wholly-owned or partly-owned and managed clubs.

 (7) Represents members at wholly-owned or partly-owned clubs.

 (8) We define mature clubs as those clubs operated by us for more than 24
     months.

                                        33


 (9) Revenue per weighted average club is calculated as total revenue divided by
     the product of the total numbers of clubs and their weighted average months
     in operation as a percentage of the total year.

(10) For purposes of determining the ratio of earnings to fixed charges,
     "earnings" consist of income from continuing operations before provisions
     for corporate income taxes and fixed charges. "Fixed charges" consist of
     interest expense, which includes the amortization of deferred debt issuance
     costs and the interest portion of our rent expense (assumed to be one third
     of rent expense).

(11) Pro forma ratio reflects the issuance of the Old Notes and the use of
     proceeds thereof as if they had occurred on the first day of the relevant
     period.

(12) Working capital deficit is calculated as current assets less current
     liabilities. We normally operate with a working capital deficit because we
     receive dues or fee revenue either (i) during the month services are
     rendered, or (ii) when paid-in-full in advance. As a result, we have no
     material accounts receivable, and record a deferred revenue liability for
     membership or ancillary services billed in advance. We also record deferred
     revenue liability, because initiation fees are received at enrollment and
     are deferred and recognized over the estimated average term of a
     membership.

(13) We had 153,637 shares of Series A Redeemable Preferred Stock ("Series A")
     outstanding at December 31, 1999, 2000, 2001, 2002 and 2003. We have
     reclassified our 2001 financial statements to account for a redemption
     feature included in the Series A stock, in accordance with the guidance in
     EITF Topic No. D-98: Classification and Measurement of Redeemable
     Securities ("EITF Topic No. D-98"). EITF Topic No. D-98 provided additional
     guidance on the appropriate classification of redeemable preferred stock
     upon the occurrence of an event that is not solely within the control of an
     issuer. EITF Topic No. D-98 requires retroactive application in the first
     fiscal quarter ending after December 15, 2001 by reclassifying the
     financial statements of prior periods. The carrying value of the Series A
     stock, which was previously presented as a component of stockholders'
     deficit, has been reclassified as redeemable preferred stock outside of
     stockholders' deficit. The reclassification of the 2001 financial
     statements for the Series A stock had no effect on our net income, net loss
     attributable to common stockholders', cash flow provided by operations or
     total assets. The following sets forth the overall effect of the
     reclassification on our stockholders' deficit:



                                                                     AS OF DECEMBER 31,
                                                               ------------------------------
                                                                 1999       2000       2001
                                                               --------   --------   --------
                                                                            
Stockholders' deficit prior to reclassification.............   $ (5,597)  $ (3,911)  $ (2,365)
Reclassification of Series A stock..........................    (23,216)   (26,580)   (30,432)
                                                               --------   --------   --------
Stockholders' deficit after the reclassification............   $(28,813)  $(30,491)  $(32,797)
                                                               ========   ========   ========


       The balance sheet data for all periods presented have been adjusted to
       reflect the above reclassification.

FORWARD-LOOKING STATEMENTS

     Certain statements in this prospectus are forward-looking statements,
including, without limitation, statements regarding future financial results and
performance, potential sales revenue, legal contingencies and tax benefits.
These statements are subject to various risks and uncertainties, many of which
are outside of our control, including the level of market demand for our
services, competitive pressures, the ability to achieve reductions in operating
costs and to continue to integrate acquisitions, environmental matters, the
application of Federal and state tax laws and regulations, and other specific
factors discussed herein and in other Securities and Exchange Commission filings
by us. The information contained herein represents management's best judgement
as of the date hereof based on or as to information currently available;
however, we do not intend to update this except as required by law, information
to reflect development or information obtained after the date hereof and
disclaim any legal obligation to the contrary.

                                        34


               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

     The following discussion should be read in conjunction with the "Selected
Consolidated Financial and Other Data" and our consolidated financial statements
and the related notes included elsewhere in this prospectus. This prospectus
contains, in addition to historical information, forward-looking statements that
include risks and uncertainties. Our actual results may differ materially from
those anticipated in these forward-looking statements.

OVERVIEW

     We are one of the two leading owners and operators of fitness clubs in the
Northeast and Mid-Atlantic regions of the United States. As of December 31,
2003, we operated 129 clubs that collectively served approximately 342,000
members. We develop clusters of clubs to serve densely populated major
metropolitan regions in which a high percentage of the population commutes to
work. We service such populations by clustering clubs near the highest
concentrations of our target members' areas of both employment and residence.
Our target member is college-educated, typically between the ages of 21 and 50
and has an annual income of between $50,000 and $150,000.

     Our goal is to develop the premier health club network in each of the major
metropolitan regions we enter. We believe that clustering clubs allows us to
achieve strategic operating advantages that enhance our ability to achieve this
goal. In entering new regions, we develop these clusters by initially opening or
acquiring clubs located in the more central urban markets of the region and then
branching out from these urban centers to suburbs and ancillary communities.
Capitalizing on this clustering of clubs, as of December 31, 2003, approximately
52% of our members participated in a membership plan that allows unlimited
access to all of our clubs for a higher membership fee.

     We have executed this strategy successfully in the New York region through
the network of clubs we operate under our NYSC brand name. We are the largest
fitness club operator in Manhattan with 36 locations and operate a total of 86
clubs under the NYSC name within a defined radius of New York City. We operate
19 clubs in the Boston region, 15 clubs in the Washington D.C. region under our
BSC and WSC brand names respectively and have begun establishing a similar
cluster in the Philadelphia region with six clubs under is PSC brand name. In
addition we operate three clubs in Switzerland. Our goal is to increase our club
count by ten percent per year. In 2003, we slowed our club expansion plans and
maintained our club count at 129 while we recapitalized the company to position
it for future growth. While we maintained our club count at 129 in 2003 we plan
to open or acquire 12 clubs in 2004. We employ localized brand names for our
clubs to create an image and atmosphere consistent with the local community, and
to foster the recognition as a local network of quality fitness clubs rather
than a national chain.

     Our operating and selling expenses are comprised of both fixed and variable
costs. The fixed costs include salary expense, rent, utilities, janitorial
expenses and depreciation. Variable costs are primarily related to sales
commissions, advertising and supplies. As clubs mature and increase their
membership base, fixed costs are typically spread over an increasing revenue
base and operating margins tend to improve.

     During the last several years, we have increased revenues, operating
income, net income, and cash flows provided by operating activities by expanding
our club base in New York, Boston, Washington, DC, and Philadelphia. As a result
of expanding our club base and the relatively fixed nature of our operating
costs, our operating income has increased from $11.0 million for the year ended
December 31, 1999 to $44.0 million for the year ended December 31, 2003. Net
income improved from $49,000 in 1999 to $7.4 million for the year ended December
31, 2003. Cash flows provided by operating activities increased from
                                        35


$29.5 million in 1999 to $58.3 million for the year ended December 31, 2003. We
expect growth in revenues and operating income to continue as the 29 clubs
opened or acquired since the beginning of 2001 continue to mature. Based on our
historical experience, a new club tends to experience significant increase in
revenues during its first three years of operation as it reaches maturity.
Because there is relatively little incremental cost associated with such
increasing revenue, there is a greater proportionate increase in profitability.
We believe that the revenues and operating income of these 29 clubs will
increase as they mature. As a result of our expansion, however, operating income
margins may be negatively impacted in the near term, as further new clubs are
added.

HISTORICAL CLUB GROWTH



                                                              YEAR ENDED DECEMBER 31,
                                                          --------------------------------
                                                          1999   2000   2001   2002   2003
                                                          ----   ----   ----   ----   ----
                                                                       
Clubs at beginning of period..........................     69     86    105    119    129
Greenfield clubs(1)...................................     14      9     12      8      3
Acquired clubs........................................      4     11      2      4     --
Sold, relocated or closed clubs.......................     (1)    (1)    --     (2)    (3)
                                                           --    ---    ---    ---    ---
Clubs at end of period(2).............................     86    105    119    129    129
                                                           ==    ===    ===    ===    ===
Number of partly owned clubs included at the end of
  period(3)...........................................      4      2      2      2      2


---------------

(1) A "Greenfield club" is a new location constructed by us.

(2) We include in the club count wholly owned and partly owned clubs. In
    addition, as of December 31, 2003 we managed two additional clubs in which
    we did not have an equity stake.

(3) In March 2000, two clubs previously managed by us were purchased. Including
    these two clubs, the total number of clubs opened or acquired in 2000 totals
    22.

MATURE CLUB REVENUE

     We define mature clubs as those clubs that were operated by us for the
entire period of the period presented and that same entire period of the
preceeding year. Under this definition, mature clubs for periods shown are those
clubs that were operated for more than 24 months. Our mature club revenue
increased 16.0%, 18.6%, 12.3%, 4.1%, and 1.6% for the years ended December 31,
1999, 2000, 2001, 2002 and 2003, respectively. We believe the decline in mature
club revenue growth has been driven primarily by general economic softness,
particularly in the New York metropolitan region. We have also seen increases in
competition throughout our markets and this has depressed revenue growth at
select mature clubs throughout our chain. In addition, we believe that the
decline in mature club revenue growth is also attributable to the increasing age
of our mature clubs.

                                        36


  Results of Operations

     The following table sets forth certain operating data as a percentage of
revenue for the periods indicated:



                                                            YEAR ENDED DECEMBER 31,
                                                            ------------------------
                                                             2001     2002     2003
                                                            ------   ------   ------
                                                                     
Revenues..................................................  100.0%   100.0%   100.0%
Operating expenses:
  Payroll and related.....................................   40.0     40.4     38.1
  Club operating..........................................   31.6     31.1     32.5
  General and administrative..............................    6.7      6.7      6.4
  Depreciation and amortization...........................   11.4      9.9     10.2
                                                            -----    -----    -----
  Operating income........................................   10.3     11.9     12.8
Loss on extinguishment of debt............................     --       --      2.2
Interest expense..........................................    5.3      5.1      6.8
Interest income...........................................   (0.1)      --       --
                                                            -----    -----    -----
  Income from continuing operations before provision for
     corporate income taxes...............................    5.1      6.8      3.8
Provision for corporate income taxes......................    2.4      3.1      1.6
                                                            -----    -----    -----
Income from continuing operations.........................    2.7      3.7      2.2
Loss from discontinued operations of closed clubs, net of
  income tax..............................................   (0.2)    (0.2)      --
Cumulative effect of a change in accounting principle, net
  of income tax...........................................     --     (0.2)      --
                                                            -----    -----    -----
Net income................................................    2.5      3.3      2.2
Accreted dividends on preferred stock.....................   (3.6)    (3.6)    (3.2)
                                                            -----    -----    -----
Net loss attributable to common stockholders..............   (1.1)%   (0.3)%   (1.0)%
                                                            =====    =====    =====


  YEAR ENDED DECEMBER 31, 2003 COMPARED TO THE YEAR ENDED DECEMBER 31, 2002

     Revenues.  Revenues increased $23.1 million or 7.2%, to $342.5 million
during 2003 from $319.4 million in 2002. This increase resulted from the 12
clubs opened or acquired in 2002 (approximately $14.8 million), and the three
clubs opened in 2003 (approximately $3.1 million). In addition, revenues
increased during 2003 by approximately $4.9 million or 1.6% at our mature clubs
(clubs owned and operated for at least 24 months). In 2003 we received $2.8
million of insurance proceeds related to our business interruption insurance
settlement; a $1.8 million increase over the $1.0 million received in 2002.
These increases were offset by a $1.7 million decrease in revenue related to
three clubs we relocated in 2003.

     Our mature club revenue increased 12.3%, 4.1% and 1.6% for the years ended
December 31, 2001, 2002 and 2003, respectively. We believe the decline in mature
club revenue growth had been driven primarily by the general economic climate,
particularly in the New York metropolitan region. We have also seen increases in
competition throughout our markets and this has depressed revenue growth at
select mature clubs throughout our chain. In addition, we believe that the
decline in mature club revenue growth is also attributable to the increasing age
of our mature clubs.

     Operating Expenses.  Operating expenses increased $17.2 million, or 6.1% to
$298.6 million in 2003, from $281.3 million in 2002. This increase was due to a
3.3% increase in the total months of club operations to 1,528 in 2003 from 1,479
in 2002. The increase is also attributable to increases in club operating costs,
particularly occupancy costs and utilities.

                                        37


     Payroll and related expenses increased by $1.5 million, or 1.1% to $130.6
million in 2003, from $129.1 million in 2002. This increase was partially offset
by a $1.0 million decrease in non-cash compensation expense which decreased from
$1.2 million in 2002 to $197,000 in 2003. The non-cash compensation expense
incurred during 2002 principally related to outstanding Series B stock options
and such options were exercised in the first quarter of 2003.

     Club operating increased by $12.0 million, or 12.1% to $111.1 million in
2003, from $99.1 million in 2002. This increase is attributable to a 3.3%
increase in the total months of club operations to 1,528 in 2003 from 1,479 in
2002. The increase is also attributable to a $2.4 million or 20.6% increase in
utilities and a $7.6 million or 13.8% increase in occupancy costs. Occupancy
costs increased due to increases in real estate taxes as well as increases in
base rent associated with the opening of three flagship locations and several
club expansions.

     General and administrative increased by $627,000, or 2.9% to $22.0 million
in 2003, from $21.4 million in 2002. This increase is principally attributable
to a $369,000 increase in liability and property insurance, as well as increases
in information technology maintenance and related costs.

     Depreciation and amortization increased by $3.2 million or 10.0% to $34.9
million in 2003, from $31.7 million in 2002. This increase is principally due to
a full year of depreciation and amortization for fixed asset additions,
acquisitions or club openings in 2002. The increase is also attributable to
depreciation related to the three clubs opened in 2003 as well as depreciation
related to 2003 expansions and renovations.

     Loss on Extinguishment of Debt.  The $7.8 million loss on extinguishment of
debt recorded in 2003 is a result of the refinancing of our debt on April 16,
2003. In connection with this refinancing, we wrote-off $3.7 million of deferred
financing costs related to extinguished debt, paid a $3.0 million call premium,
and incurred $1.0 million of additional interest on the 9 3/4% old Notes
representing interest incurred during the 30 day redemption notification period.

     Interest Expense.  Interest expense increased $7.1 million to $23.7 million
in 2003 from $16.6 million in 2002. Interest expense increased $8.8 million due
to the refinancing of our Senior Notes as discussed in Financing Activities.
This increase was partially offset by decreases in interest on credit line and
subordinated credit line borrowings, which were completely repaid on April 16,
2003 in connection with the refinancing.

     Interest Income.  Interest income increased $306,000 to $444,000 in 2003
from $138,000 in 2002. This increase is due to increases in cash balances in
2003 compared to 2002.

     Provision for Corporate Income Taxes.  The provision for corporate income
taxes decreased $4.2 million from $9.7 million in 2002 to $5.5 million in 2003.
Our effective tax rate decreased to 42.7% in 2003 from 44.8% in 2002 principally
due to decreases in the effective New York State and New York City rates. With
the exception of deferred tax assets of $384,000 related to certain state net
operating loss carry-forwards, which have been reserved for, we expect future
taxable income to be sufficient to realize the $16.8 million of net deferred tax
assets.

     Accreted Dividends on Preferred Stock.  Accreted dividends on the Preferred
Stock decreased $559,000 to $11.0 million in 2003, from $11.5 million in 2002.
Accreted dividends on Series A preferred stock increased $640,000 due to the
compounding of accreted and unpaid dividends, and accreted dividends on the
Series B preferred stock increased $1.1 million due to the increase in shares
outstanding. These increases were offset by a $2.3 million decrease in
redeemable senior preferred stock dividends. The redeemable senior preferred
stock was redeemed in April 2003 and no dividends were accreted thereafter.

                                        38


  YEAR ENDED DECEMBER 31, 2002 COMPARED TO THE YEAR ENDED DECEMBER 31, 2001

     Revenues.  Revenues increased $37.8 million or 13.4%, to $319.4 million
during 2002 from $281.6 million in 2001. This increase resulted from the 14
clubs opened or acquired in 2001 (approximately $17.0 million), and the 12 clubs
opened or acquired in 2002 (approximately $9.1 million). In addition, revenues
increased during 2002 by approximately $11.1 million or 4.1% at our mature clubs
(clubs owned and operated for at least 24 months). The mature club revenue
increase is attributable to a 1.6% increase in membership, a 2.2% increase in
dues, and a 0.3% increase in ancillary revenues.

     Our mature club revenue increased 18.6%, 12.3% and 4.1% for the years ended
December 31, 2000, 2001 and 2002, respectively. We believe the decline in mature
club revenue growth had been driven primarily by the general economic climate,
particularly in the New York metropolitan region, which has had an industry-wide
effect. In addition, we believe that the decline in mature club revenue growth
is also attributable to the increasing age of our mature clubs.

     Operating Expenses.  Operating expenses increased $28.6 million, or 11.3%
to $281.3 million in 2002, from $252.7 million in 2001. This increase was due to
a 13.9% increase in total months of club operations to 1,479 in 2002 from 1,298
in 2001. This increase was partially offset by a $437,000 decrease in
depreciation and amortization from 2001 to 2002. In accordance with SFAS 142 as
of January 1, 2002 goodwill is no longer being amortized.

     Payroll and related expenses increased by $16.3 million, or 14.4% to $129.1
million in 2002, from $112.8 million in 2001. This increase was primarily
attributable to the acquisition or opening of 12 clubs in 2002 and a full year
of operating the 14 clubs opened or acquired in 2001. This increase was also
attributable to an increase in health and workers' compensation insurance, and
payroll associated with fee-for-service programs.

     Club operating increased by $10.2 million, or 11.4% to $99.1 million in
2002, from $88.9 million in 2001. This increase is primarily attributable to the
acquisition or opening of 12 clubs in 2002 and the additional expenses
attributable to operating the 14 clubs opened or acquired in 2001.

     General and administrative increased by $2.6 million, or 13.8% to $21.4
million in 2002, from $18.8 million in 2001. This increase is principally
attributable to a $1.3 million increase in liability and property insurance, and
increases attributable to expenses associated with our expansion, including the
enhancement of our management communication and information systems.

     Depreciation and amortization decreased by $437,000, or 1.4% to $31.7
million in 2002, from $32.2 million in 2001. A $2.3 million and a $1.6 million
increase in depreciation and amortization expenses related to clubs opened or
acquired in 2001 and 2002, respectively, and was offset by a $4.3 million
decrease in goodwill amortization expense.

     Interest Expense.  Interest expense increased $1.6 million to $16.6 million
in 2002 from $14.9 million in 2001, primarily as a result of an increase in
subordinated credit borrowings associated with our club base expansion.

     Interest Income.  Interest income decreased $253,000 to $138,000 in 2002
from $391,000 in 2001. This decrease is due to lower interest rates earned on
cash balances in 2002 as compared to 2001.

     Provision for Corporate Income Taxes.  The provision for corporate income
taxes increased $2.8 million from $6.9 million in 2001 to $9.7 million in 2002.
Our effective tax rate decreased to 44.8% in 2002 from 47.5% in 2001. This
decrease is due to a decrease in goodwill amortization which was not deductible
for taxes. With the exception of deferred tax assets of $384,000 related to
certain state net operating loss carry-forwards, which have been reserved
                                        39


for, we expect future taxable income to be sufficient to realize the $20.3
million of net deferred tax assets.

     Discontinued Operations.  In the fourth quarter of 2002, we sold or closed
two remote, underperforming, wholly-owned clubs. In connection with the closure
of one of the clubs we recorded club closure costs of $996 related to the
write-off of fixed assets. We have accounted for these two clubs as discontinued
operations and, accordingly, the results of their operations have been
classified as discontinued in the Consolidated Statement of Operations, and
prior periods have been reclassified in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 144, Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed of.

     Revenue and pre-tax losses for these discontinued clubs were $1.7 million
and $894,000 in 2001, and $1.6 million and $322,000 in 2002, respectively.

     Cumulative Effect of a Change in Accounting Principle.  In connection with
the implementation of SFAS 142 we recorded a goodwill write-off of $1.3 million
in the first quarter of 2002. A deferred tax benefit of $612,000 was recorded in
connection with this goodwill write-off, resulting in a net cumulative effect of
a change in accounting principle of $689,000.

     Accreted Dividends on Preferred Stock.  Accreted dividends on the Preferred
Stock increased $1.3 million to $11.5 million in 2002, from $10.2 million in
2001. This increase is due to the compounding of accreted dividends.

LIQUIDITY AND CAPITAL RESOURCES

     Liquidity.  Historically, we have satisfied our liquidity needs through
cash from operations and various borrowing arrangements. Principal liquidity
needs have included the acquisition and development of new clubs, debt service
requirements and other capital expenditures necessary to maintain existing
clubs.

     Operating Activities.  Net cash provided by operating activities for the
year ended December 31, 2003 was $58.3 million compared to $50.8 million for the
year ended December 31, 2002. Cash flows from operations have improved with our
increase in operating income, and in addition, because of the favorable impact
of management's exercise of stock options in 2003, which provided us with a
current tax deduction of approximately $8.6 million.

     Investing Activities.  We invested $42.7 million and $40.2 million in
capital expenditures and asset acquisitions during the years ended December 31,
2003 and 2002, respectively, primarily as a result of our expansion efforts. Our
capital expenditures are net of landlord contributions of $617,000 and $3.5
million respectively for the years ended December 31, 2003 and 2002. We estimate
that for the year ended December 31, 2004, we will invest an additional $60.0
million in capital expenditures, which includes $7.2 million that management
intends to invest to expand and renovate certain existing clubs, $14.5 million
to maintain existing clubs and to maintain our management information systems,
and $2.0 million to further upgrade our management information system. The
remainder of our 2004 capital expenditures will be to build or acquire clubs.
This $60.0 million in expenditures will be funded by cash flow provided by
operations and available cash on hand.

     Financing Activities.  On April 16, 2003 we successfully completed a
refinancing of our debt. This refinancing included an offering of $255.0 million
of 9 5/8% Senior Notes ("Existing Notes") that will mature April 15, 2011, and
the entering into of a new $50.0 million senior secured revolving credit
facility (the "Senior Credit Facility") that will expire April 15, 2008. The
Existing Notes accrue interest at 9 5/8% per annum and interest is payable
semiannually on April 15, and October 15. In connection with this refinancing,
we wrote-off $3.7 million of deferred financing costs related to extinguished
debt, paid a call premium of $3.0 million and incurred $1.0 million of interest
on the 9 3/4% Notes representing the interest incurred during the

                                        40


30 day redemption notification period. The uses of proceeds from the Note
offering were as follows:



                                                              ($000'S)
                                                              --------
                                                           
Redemption of existing 9 3/4% Senior Notes, principal and
  interest..................................................  $126,049
Call premium on existing 9 3/4% Senior Notes................     3,048
Redemption of senior preferred stock, at liquidation
  value.....................................................    66,977
Repayment of line of credit principal borrowings and
  interest..................................................     4,013
Repayment of subordinated credit principal borrowings and
  interest..................................................     9,060
Underwriting fees and other closing costs...................     9,578
Available for general corporate purposes....................    36,275
                                                              --------
Total use of funds..........................................  $255,000
                                                              ========


     We currently have a substantial amount of debt. As of December 31, 2003,
our total consolidated debt is $261.9 million. Our substantial debt could have
significant consequences, including:

     - Making it more difficult to satisfy our obligations;

     - Increasing our vulnerability to general adverse economic and industry
       conditions;

     - Limiting our ability to obtain additional financing to fund future
       working capital, capital expenditures, acquisitions of new clubs and
       other general corporate requirements;

     - Requiring a substantial portion of our cash flow from operations for the
       payment of interest on our debt and reducing our ability to use our cash
       flow to fund working capital, capital expenditures, acquisitions of new
       clubs and general corporate requirements; and

     - Limiting our flexibility in planning for, or reacting to, changes in our
       business and the industry in which we operate.

     These limitations and consequences may place us at a competitive
disadvantage to other less-leveraged competitors.

     Net cash used in financing activities was $19.7 million for the year ended
December 31, 2003 compared to net cash provided by financing activities of $10.5
million for the same period in 2002 and compared to $16.1 million for the same
period in 2001.

     As of December 31, 2003, TSI, Inc. had $255.0 million of Senior Notes
outstanding. The Senior Notes bear interest at a rate of 9 5/8% and mature in
2011. Under the provisions of the Senior Note Indenture, TSI, Inc. may not issue
additional Senior Notes without modification of the indenture with the
bondholders' consent. Our line of credit with our principal bank provides for
direct borrowings and letters of credit of up to $50.0 million. The line of
credit carries interest at our option based upon the Eurodollar borrowing rate
plus 4.0% or the bank's prime rate plus 3.0% as defined, and we are required to
pay a commitment fee of 0.75% per annum on the daily unutilized amount. As of
December 31, 2003, no borrowings were outstanding under this line. As of
December 31, 2003 outstanding letters of credit totaled $1.7 million. As of
December 31, 2003, we had approximately $48.3 million available under the line
of credit, which matures in April 2008, and has no scheduled amortization
requirements. As of December 31, 2003 we also had $40.8 million of cash on hand.

     The line of credit contains restrictive covenants including a leverage
ratio and interest coverage ratio and dividend payment restrictions and is
collateralized by all the assets of the Company. As of December 31, 2003 our Net
Leverage Ratio, and Net Interest Coverage Ratio as defined by the terms of the
line of credit agreement are 3.3 and 3.2 to 1.0, respectively. Our ability to
incur additional debt is limited by the terms of the line of credit facility in
that the Net Leverage Ratio, as defined, cannot exceed 4.0 to 1.0 and the Net
Interest Coverage Ratio must
                                        41


be greater than 2.25 to 1.0. Our common stock is not publicly traded and
therefore our ability to raise equity financing is not as readily available as
it is for companies that have publicly traded common stock.

     We believe that we have or will be able to obtain or generate sufficient
funds to finance our current operating and growth plans through the end of 2007,
any material acceleration or expansion of that plan through additional
greenfields or acquisitions (to the extent such acquisitions include cash
payments) may require us to pursue additional sources of financing prior to the
end of 2007. There can be no assurance that such financing will be available, or
that it will be available on acceptable terms. The line of credit accrues
interest at variable rates based on market conditions, accordingly, future
increases in interest rates could have a negative impact on net income.

     Notes payable were incurred upon the acquisition of various clubs and are
subject to the right of offset for possible post acquisition adjustments arising
out of operations of the acquired clubs. These notes bear interest at rates
between 5% and 9%, and are non-collateralized. The notes are due on various
dates through 2012.

CONTRACTUAL AND COMMERCIAL COMMITMENTS SUMMARY

     The aggregate long-term debt, capital lease, operating lease, and
Redeemable Preferred Stock Obligations as of December 31, 2003 were as follows:



                                                      PAYMENTS DUE BY PERIOD
                                      -------------------------------------------------------
                                                 LESS THAN                            AFTER
      CONTRACTUAL OBLIGATIONS          TOTAL      1 YEAR     1-3 YEARS   4-5 YEARS   5 YEARS
      -----------------------         --------   ---------   ---------   ---------   --------
                                                                      
Long-Term Debt(1)...................  $259,358    $ 1,191    $  1,451     $   849    $255,867
Capital Lease Obligations(2)........     2,519      2,295         224          --          --
Operating Lease Obligations(3)......   620,953     50,976     103,159      96,987     369,831
Redeemable Preferred Stock(4).......    39,890     39,890          --          --          --
                                      --------    -------    --------     -------    --------
Total Contractual Cash
  Obligations.......................  $922,720    $94,352    $104,834     $97,836    $625,698
                                      ========    =======    ========     =======    ========


---------------

Notes:

(1) The long-term debt contractual cash obligations include principal payment
    requirements only. Interest on our 9 5/8% Senior Notes amounts to $24.5
    million annually.

(2) Capital lease obligations represent principal and interest payments.

(3) Operating lease obligations include base rent only. Certain leases provide
    for additional rent based on increases in real estate tax indexation,
    utilities, and defined amounts based on the operating results of the lessee.

(4) The redeemable preferred stock was redeemed in February 2004 and therefore
    has been included as due in less than one year.

LEGAL PROCEEDINGS

     On February 13, 2003, an individual filed suit against us in the Supreme
Court, New York County, alleging that on January 14, 2003, he sustained an
injury at one of our club locations resulting in serious bodily injury. He filed
an amended complaint on September 17, 2003 seeking two billion dollars in
damages for personal injuries. His cause of action seeking punitive damages in
the amount of two hundred and fifty million dollars was dismissed on January 26,
2004. We have in force fifty one million dollars of insurance coverage to cover
claims of this nature. We intend to vigorously contest this lawsuit and
presently anticipate that these matters will be covered by insurance.

                                        42


EFFECT ON RECENT CHANGES IN ACCOUNTING STANDARDS

     In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities. Interpretation No. 46 requires a variable interest
entity, or VIE, to be consolidated by a company if that company is subject to a
majority of the risk of loss from the VIE's activities or is entitled to receive
a majority of the entity's residual return or both. Interpretation No. 46 also
provides criteria for determining whether an entity is a VIE subject to
consolidation. Interpretation No. 46 also sets forth certain disclosures
regarding interests in VIE that are deemed significant, even if consolidation is
not required. In December 2003, a modification to Interpretation No. 46 was
issued (Interpretation No. 46R) which delayed the effective date until no later
than fiscal periods ending after March 31, 2004 and provided additional
technical clarifications to implementation issues. The Company does not
currently have any variable interest entities as defined in Interpretation No.
46R. The Company does not expect that the adoption of this statement will have a
material impact on the consolidated financial statements.

     In May 2003, the FASB issued Statement No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liability and Equity (FAS
150), which establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. FAS 150 is effective for financial instruments entered into or modified
after May 31, 2003, and otherwise is effective at the beginning of the first
interim period beginning after June 15, 2003. As of December 31, 2003 the
Company does not have financial instruments within the scope of this
pronouncement.

                                        43


SEPTEMBER 11, 2001 EVENTS

     The terrorist attacks of September 11, 2001 ("the September 11 events"),
resulted in a tremendous loss of life and property. Secondarily, those events
interrupted the operations at four of our clubs located in downtown Manhattan.
Three of the affected four clubs were back on operation by October 2001, while
the fourth club reopened in September 2002.

     We carry business interruption insurance to mitigate certain lost revenue
and profits experienced with the September 11 events. In this regard in the
third quarter of 2001 a $175,000 insurance receivable was recorded representing
an estimate of costs incurred in September 2001. Such costs included rent,
payroll benefits, and other club operating costs incurred during period of
closure. In 2002, we collected this $175,000 receivable and received additional
on-account payments of $1.0 million. In 2003, we received $2.8 million from our
insurer and we entered into a final settlement agreement. These on-account and
final payments were classified with fees and other revenues when received.

USE OF ESTIMATES AND CRITICAL ACCOUNTING POLICIES

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the dates of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates.

     The most significant assumptions and estimates relate to the allocation and
fair value ascribed to assets acquired in connection with the acquisition of
clubs under the purchase method of accounting, the useful lives, recoverability
and impairment of fixed and intangible assets, deferred income tax valuation,
valuation of, and expense incurred in connection with stock options and
warrants, legal contingencies and the estimated membership life.

     Our one-time member initiation fees and related direct expenses are
deferred, and recognized, on a straight-line basis, in operations over an
estimated membership life of 24 months. This estimated membership life has been
derived from actual membership retention experienced by us. Although the average
membership life approximated 24 months over each of the past several years, this
estimated life could increase or decrease in future periods. Consequently, the
amount of initiation fees and direct expenses deferred by us would increase or
decrease in similar proportion.

     Fixed assets are recorded at cost and depreciated on a straight-line basis
over the estimated useful lives of the assets, which are thirty years for
building and improvements, five years for club equipment, furniture, fixtures
and computer equipment, and three years for computer software. Leasehold
improvements are amortized over the shorter of their estimated useful lives or
the remaining period of the lease. Expenditures for maintenance and repairs are
charged to operations as incurred. The cost and related accumulated depreciation
or amortization of assets retired or sold are removed from the respective
accounts and any gain or loss is recognized in operations. The costs related to
developing web applications, developing HTML web pages and installing developed
applications on the web servers are capitalized and classified as computer
software. Web site hosting fees and maintenance costs are expensed as incurred.

     Long-lived assets, such as fixed assets, goodwill and intangible assets are
reviewed for impairment when events or circumstances indicate that the carrying
value may not be recoverable. Estimated undiscounted expected future cash flows
are used to determine if an asset is impaired, in which case the asset's
carrying value would be reduced to fair value.

                                        44


Actual cash flows realized could differ from those estimated and could result in
asset impairments in the future.

     Effective January 1, 2002, we implemented SFAS 142. There were no changes
to the estimated useful lives of amortizable intangible assets due to the SFAS
142 implementation. In connection with the SFAS 142 transition impairment test
we recorded a $1.3 million write-off of goodwill. A deferred tax benefit of
$612,000 was recorded as a result of this goodwill write-off, resulting in a net
cumulative effect of change in accounting principle of $689,000, in the first
quarter of 2002. The write-off of goodwill related to four, remote
underperforming clubs. The impairment test was performed with discounted
estimated future cash flows as the criteria for determining fair market value.
Goodwill has been allocated to reporting units that closely reflect the regions
served by our four trade names; New York Sports Club, Boston Sports Club,
Washington Sports Club and Philadelphia Sports Club, with certain more remote
clubs that do not benefit from a regional cluster being considered single
reporting units. In 2003, the Company did not have to record a charge to
earnings for an impairment of goodwill as a result of its annual review
conducted during the first quarter.

     As of December 31, 2003 our net deferred tax assets totaled $16.8 million.
These net assets represent cumulative net "temporary differences" that will
result in tax deductions in future years. The realizability of these assets
greatly depends on our ability to generate sufficient future taxable income. Our
pre-tax profit was $13.5 million, $20.4 million and $13.0 million, and current
tax liabilities were $11.0 million, $10.3 million and $2.1 million for the years
ended December 31, 2001, 2002 and 2003, respectively. Because there is currently
no evidence we will not continue to be profitable, the weight of available
evidence indicates we will be able to realize these net deferred tax assets. If
at some time in the future the weight of available evidence does not support the
realizability of a portion of, or the entire net deferred tax assets, the
write-down of this asset could have a significant impact on our financial
statements.

INFLATION

     Although we cannot accurately anticipate the effect of inflation on our
operations, we believe that inflation has not had, and is not likely in the
foreseeable future to have, a material impact on our results of operations.

                                        45


                                    BUSINESS

OUR COMPANY

     We are one of the two leading owners and operators of fitness clubs in the
Northeast and Mid-Atlantic regions of the United States. As of December 31,
2003, we owned and operated 127 fitness clubs and partly owned and operated two
fitness clubs. These 129 clubs collectively served approximately 342,000
members. We develop clusters of clubs to serve densely populated major
metropolitan regions in which a high percentage of the population commutes to
work. We service such populations by clustering clubs near the highest
concentrations of our target members' areas of both employment and residence.
Our target member is college-educated, typically between the ages of 21 and 50
and earns an annual income between $50,000 and $150,000.

     Our goal is to develop the premier health club network in each of the major
metropolitan regions we serve. We believe that clustering clubs allows us to
achieve strategic operating advantages that enhance our ability to achieve this
goal. When entering new regions, we develop clusters by initially opening or
acquiring clubs located in the more central urban markets of the region and then
branching out from these urban centers to suburbs and ancillary communities.
Capitalizing on this clustering of clubs, as of December 31, 2003, approximately
52% of our members participated in a membership plan that allows unlimited
access to all of our clubs for a higher membership fee.

     We have executed this strategy successfully in the New York region through
the network of fitness clubs we operate under our New York Sports Club ("NYSC")
brand name. We are the largest fitness club operator in Manhattan with 36
locations and operate a total of 86 clubs under the NYSC name within a defined
radius of New York City. We operate 19 clubs in the Boston region and 15 clubs
in the Washington, DC region under our Boston Sports Club ("BSC") and Washington
Sports Club ("WSC") brand names, respectively and have begun establishing a
similar cluster in the Philadelphia region with six clubs under our Philadelphia
Sports Club ("PSC") brand name. In addition, we operate three clubs in
Switzerland. We employ localized brand names for our clubs to create an image
and atmosphere consistent with the local community and to foster recognition as
a regional network of quality fitness clubs rather than a national chain.

     We sell month-to-month membership payment plans that are generally
cancelable by our members at any time with 30 days notice. Effective October,
2003 we also began to sell one and two year commit memberships at a discount to
the month-to-month non-commit membership plan. The one year commit membership is
typically the same monthly rate, which is paid monthly as the month-to-month
plan but with a discounted initiation fee, and the two year commit memberships
are typically at a 10% discount to the month-to-month plan also with a
discounted initiation fee. As of December 31, 2003, approximately 81% of our
members had a month-to-month non-commit membership plan. We believe members
prefer to have the choice to commit for a year or two at a discount to the
month-to-month plan or to have the flexibility of the month-to-month non-commit
plan.

     We have experienced significant growth over the past several years through
a combination of (i) acquiring existing, privately owned, single and multi-club
businesses, and (ii) developing and opening "greenfield" club locations (a
greenfield club is a new location we have constructed). From January 1, 1999, to
December 31, 2003, we acquired 21 existing clubs, opened 46 greenfield clubs,
relocated five clubs, sold one club, and closed one club to increase our total
clubs under operation from 69 to 129. We currently plan to open twelve more
clubs prior to December 31, 2004. We have achieved revenue growth over the five
year period ended December 31, 2003 at a compound annual rate of approximately
21.3% from $158.2 million for the year ended December 31, 1999 to $342.5 million
for the year ended

                                        46


December 31, 2003. This growth has been driven not only by the addition of
acquired and greenfield club locations, but also through mature club revenue
growth, which has ranged from 1.6% to 18.6% for the five year period ended
December 31, 2003 and averaged 10.5% over that period. Such growth was 1.6% for
the year ended December 31, 2003. Mature club, defined as those clubs that we
operated for more than 24 months, revenue growth has enabled us to increase
revenue per weighted average club over the five year period ended December 31,
2003. Revenue per weighted average club (as defined in Selected Financial Data)
has risen from $2.1 million for the year ended December 31, 1999 to $2.7 million
for the year ended December 31, 2003. Based on our historical experience, a new
club tends to achieve significant increases in revenues during its first three
years of operation as it matures. Because clubs experience little incremental
cost associated with such revenue increases, we realize a greater proportionate
increase in profitability. This operating leverage has allowed us to achieve
consistent increases in cash flows from operations over the five year period
ended December 31, 2003. Cash flows from operations improved from $29.5 million
in 1999 to $58.3 million for the year ended December 31, 2003. Net income
improved from $49,000 in 1999 to $7.4 million for the year ended December 31,
2003.

     Over our 30-year history, we have developed and refined a model club format
that allows us to cost effectively construct and efficiently operate our fitness
clubs. Our urban model club ranges in size from approximately 15,000 to 25,000
square feet and averages approximately 20,000 square feet and our suburban clubs
vary in size from 15,000 square feet to 75,000 square feet, with one club being
200,000 square feet. Excluding this single large club, our average suburban club
is 25,000 square feet. Clubs typically have an open space to accommodate
cardiovascular and strength-training exercise, as well as special purpose rooms
to accommodate group fitness class instruction and other exercise programs as
well as massage. Locker rooms generally include a sauna and steam room. We seek
to provide a broad array of high quality exercise programs and equipment that is
both popular and effective, while reinforcing the quality exercise experience we
strive to make available to our members. We strive to establish at least one
flagship club that has amenities such as swimming pools or racquet and
basketball courts in each of our key target areas.

     We engage in detailed site analyses and selection process based upon
information provided by our customized development software to identify
potential target areas for additional clubs based upon population demographics,
psychographics, traffic and commuting patterns, availability of sites and
competitive market information. In addition to our existing 129 clubs under
operation and the seven sites for which we have entered into lease commitments,
we have identified approximately 70 target areas in which we may add clubs under
the brand names NYSC, BSC, WSC, or PSC. Once we begin to approach saturation of
these regions, we will explore expansion opportunities in other markets in the
United States sharing similar demographic characteristics to those in which we
currently operate.

     We possess an experienced management team, four of the top five executives
of which have been working together at the Company since 1990. We believe that
we have the depth, experience and motivation to manage our internal and external
growth, and that we have put in place the infrastructure and systems to manage
effectively our planned expansion. We believe that the presence of such
infrastructure will enable us over time to leverage certain fixed cost aspects
of corporate overhead to realize increased operating margins as we continue to
expand our club base. This operating leverage has already helped us to increase
operating income as a percent of revenue increased to 12.8% for the year ended
December 31, 2003 compared to 6.9% in 1999.

                                        47


                               INDUSTRY OVERVIEW

     Demographic trends have helped fuel the growth experienced by the fitness
industry over the past decade. The industry has benefited from the aging of the
"baby boomer" generation (ages 39 to 57) and the coming of age of their
offspring, the "echo boomers" (ages eight to 26). In 2001, Americans over the
age of fifty-five account for 6.9 million members, up nearly fourfold since
1993. Government-sponsored reports, such as the Surgeon General's Report on
Physical Activity & Health (1996) and the Call to Action to Prevent and Decrease
Overweight and Obesity (2002) have helped to increase the general awareness of
the benefits of physical exercise to these demographic segments over those of
prior generations. Membership penetration (defined as club members as a
percentage of the total U.S. population over the age of six) has increased
significantly from 7.4% in 1990 to 13.5% in 2001.

                            FITNESS CLUB REVENUES(1)
                                (IN $ BILLIONS)

                      [FITNESS CLUB REVENUES BAR GRAPHIC]

------------

(1) Industry revenues for 1991 and 1992 are not available.

                         U.S. FITNESS CLUBS MEMBERSHIP
                                 (IN MILLIONS)

                     [FITNESS CLUB MEMBERSHIP BAR GRAPHIC]

     Total U.S. fitness club industry revenues increased at a compound annual
growth rate of 8.1% from $6.5 billion in 1993 to $13.1 billion in 2002, while
the total number of clubs increased at a compound annual growth rate of 4.7%,
from 12,146 in 1991 to 20,207 in 2002. Growth in club memberships outpaced club
growth during this period, increasing at a compound annual growth rate of 5.1%
from 20.9 million in 1991 to 36.3 million in 2002.

     Notwithstanding these longstanding growth trends, the fitness club industry
continues to be highly fragmented. Less than 10% of clubs in the United States
are owned and operated by companies that own more than 25 clubs, and the two
largest fitness club operators each generate less than 8% of total fitness club
revenues.

     As a large operator with recognized brand names, leading regional market
shares and an established operating history, we believe we are well positioned
to benefit from these favorable industry dynamics.

     We believe that the growth in fitness club memberships is attributable to
several factors. Americans are focused on achieving a healthier, more active and
less stressful lifestyle. Of the factors members consider very important in
their decision to join a fitness club, the most

                                        48


commonly mentioned is health, closely followed by appearance related factors
including muscle tone, looking better and weight control. We believe that the
increased emphasis on appearance and wellness in the media has heightened the
focus on self image and fitness and will continue to do so. We also believe that
fitness clubs provide a more convenient venue for exercise than outdoor
activities, particularly in densely populated metropolitan areas. According to
published industry reports, convenience is an important factor in choosing a
fitness club.

     We believe the industry can be segregated into three tiers based upon
price, service and quality: (i) an upper tier consisting of clubs with monthly
membership dues averaging in excess of $95.00 per month; (ii) a middle tier
consisting of clubs with monthly membership dues averaging between $45.00 and
$95.00 per month; and (iii) a lower tier consisting of clubs with monthly
membership dues averaging less than $45.00 per month. We compete in the middle
tier in terms of pricing and because of our wide array of programs and services
coupled with our commitment to customer service and our convenience to work and
home we are positioned toward the upper end of this tier. Based upon the quality
and service we provide to our members, we believe that we provide an attractive
value to our members at the monthly membership dues we charge.

MARKETING

     Our marketing campaign, which has become a large driver of the brand, is
directed by our in-house media department which is headed by the Chief Executive
Officer and the newly appointed V.P. of Marketing. This team develops
advertising strategies to convey each of the our regionally branded networks as
the premier network of fitness clubs in that region. Our media team's goal is to
achieve broad awareness of our regional brand names primarily through radio,
television, newspaper, billboard, and direct mail advertising. We believe that
clustering clubs creates economies in our marketing and advertising strategy
that increase the efficiency and effectiveness of these campaigns.

     Advertisements generally feature creative slogans that communicate the
serious approach we take toward fitness in a provocative and/or humorous tone,
rather than pictures of our clubs, pricing specials or members exercising.
Promotional marketing campaigns will typically feature opportunities to
participate in value-added services such as personal training for a limited time
at a discount to the standard rate. We will also offer reduced initiation fees
to encourage enrollment. Additionally, we frequently sponsor member referral
incentive programs. Such incentive programs include a free month of membership,
personal training sessions, and sports equipment.

     We also engage in public relations and special events to promote our image
in the local communities. We believe that these public relations efforts enhance
our image and the image of our local brand names in the communities in which we
operate. We also seek to build our community image through co-operative
advertising campaigns with local and regional retailers.

     We maintain the following web site: www.mysportsclubs.com that provides
information about club locations, program offerings, exercise class schedules
and on-line promotions. Our web site provides our members a venue to give us
direct feedback on all of our services and offerings. We also use our web site
to promote career opportunities.

SALES

     Sales of new memberships are generally handled at the club level. We employ
approximately 465 "in-club" membership consultants who are responsible for new
membership sales. Each club generally has two or three full-time and one
part-time membership consultants. These consultants report both to our area
sales managers, who in turn report to our Vice President Sales. Membership
consultants' compensation consists of a base salary plus commission. Sales
commissions range from $45 to $70 per new member enrolled. We provide additional
                                        49


incentive-based compensation in the form of bonuses contingent upon individual,
club and Company-wide enrollment goals. Membership consultants must successfully
complete a three-month, in-house training program through which they learn our
sales strategy. In making a sales presentation, membership consultants
emphasize: (i) the proximity of our clubs to concentrated commercial and
residential areas convenient to where target members live and work; (ii) for
non-commit membership plans, the lack of a long-term obligation on the part of
the enrollee; (iii) the price value relationship of a Town Sports membership;
and (iv) access to value-added services. We believe that providing employees
with opportunities for career advancement is essential to our ability to attract
and retain qualified sales personnel. We also employ seven full-time corporate
sales managers whose responsibility is to solicit group memberships through
senior level corporate contacts.

     We believe that clustering clubs allows us to sell memberships based upon
the opportunity for members to utilize multiple club locations to differing
degrees. We have a streamlined membership structure to simplify the sales
process. In addition, our proprietary centralized computer software ensures
consistency of pricing and controls enrollment processing at the club level. We
generally offer three principal types of memberships:

          The Passport Membership, priced from $45 to $92 per month, is our
     higher priced membership and entitles members to use any Town Sports club
     at any time. This membership is held by approximately 52% of our members.
     In addition, we have introduced a Passport Premium membership for a select
     club, that includes more member services, at a price greater than $100 per
     month.

          The Gold Membership, priced from $39 to $84 per month based on the
     market area of enrollment, enables members to use a specific club, or a
     group of specific clubs, at any time and any Town Sports club during
     off-peak times. This membership is held by over 47% of our members.

          The Off-peak Membership, priced from $39 to $75 per month, is the
     least expensive membership, and allows members to use any Town Sports club
     only during off-peak times. This membership is held by approximately 1% of
     our members.

          We also offer corporate membership plans that vary in price depending
     on the respective corporation's needs. The corporate membership plans are
     typically at a discount to that of individual membership plans.

     By clustering a group of clubs in a geographic area, the value of our
memberships is enhanced by our ability to offer Passport Memberships, which
allow our members to use any of our clubs at any time. We believe the popularity
of the Passport Membership results from the broader privileges and greater
convenience this membership plan provides through the opportunity for members to
access club facilities near to both their homes and workplace. Our clustering
strategy also allows us to provide access to special facilities and programs
such as tennis, squash, basketball and racquetball courts, swimming pools and
programs targeted at children and other groups, through flagship locations
strategically located in key target areas, without offering such facilities or
programs in every location.

     In joining a club, a new member signs a membership agreement which
obligates the member to pay a one-time initiation fee and monthly dues on an
ongoing basis. Monthly Electronic Funds Transfer "EFT" of individual membership
dues averaged approximately $70 per month for the year ended December 31, 2003.
During that same period, initiation fees averaged $74 for EFT members. We
collect 92.8% of all monthly membership dues through EFT and EFT revenue
constituted over 73% of consolidated revenue for the year ended December 31,
2003. Substantially all other membership dues are paid in advance. Based upon a
study of the membership base at our clubs open over 24 months, the average
length of our memberships is approximately 24 months. Our membership agreements
call for monthly dues

                                        50


to be collected by EFT based on credit card or bank account debit authorization
contained in the agreement. We believe that our EFT program of monthly dues
collection provides a predictable and stable cash flow for us, eliminates the
traditional accounts receivable function, and minimizes bad-debt write-offs
while providing a significant competitive advantage in terms of the sales
process, dues collection, and working capital management. In addition, it
enables us to increase our dues in an efficient and consistent manner which we
typically do annually by between 1% and 3%, in line with cost of living
increases. During the first week of each month, we receive the EFT dues for that
month initiated by a third party EFT processor. Discrepancies and insufficient
funds incidents are researched and resolved by our in-house staff. For the year
ended December 31, 2003, we experienced an average of uncollected EFT dues of
1.3%.

     Our total monthly EFT revenue has increased by $10.1 million or 88.6% from
$11.4 million in December, 1999 to $21.5 million in December, 2003. While we
strongly encourage monthly EFT memberships, approximately 7% of our members
(often corporate group members) purchase paid-in-full memberships for a one year
term.

ANCILLARY REVENUE

     Over the past five years we have expanded the level of ancillary services
provided to our members. Ancillary revenue has increased by $28.7 million from
$17.3 million in 1999 to $46.0 million in 2003. Increases in personal training
revenue in particular have contributed to $18.9 million of the increase in
ancillary revenue from 1999 to 2003. In addition the Company has added Sports
Club for Kids and Group Exclusives (both additional fee for service programs) at
selected clubs. Ancillary revenue as a percentage of total revenue has increased
from 10.9% for the year ended December 31, 1999 to 13.4% for the year ended
December 31, 2003. Personal training revenue as a percentage of sales increased
from 7.7% of revenue in 1999 to 9.1% of revenue in 2003.

CLUB FORMAT AND LOCATIONS

     Our clubs are typically located in well-established, higher-income
residential, commercial or mixed urban neighborhoods within major metropolitan
areas which are capable of supporting the development of a cluster of clubs. Our
clubs generally have relatively high "retail" visibility, and close proximity to
transportation. In the New York City, Boston and Washington, DC markets, we have
created clusters of clubs in urban areas and their commuter suburbs in
accordance with our operating strategy of offering our target members the
convenience of multiple locations close to where they live and work, reciprocal
use privileges and standardized facilities and services. We have begun
establishing a similar cluster in Philadelphia.

     Approximately half of the clubs we operate are urban clubs while half are
suburban. Our urban clubs generally range in size from 15,000 to 25,000 square
feet and average approximately 20,000 square feet. Our suburban clubs vary in
size from 15,000 square feet to 75,000 square feet, with one club being 200,000
square feet. Excluding this single large club, the average suburban club is
25,000 square feet. Membership for each club generally ranges from 2,000 to
4,500 members at maturity. Although club members represent a cross-section of
the population in a given geographic market, our target member is college
educated, between the ages of 21 and 50 and has an annual income of between
$50,000 and $150,000.

     Our facilities include state-of-the-art cardiovascular equipment, including
upright and recumbent bikes, steppers, treadmills, and elliptical motion
machines; strength equipment and free weights, including Cybex, Icarian,
Nautilus, Free Motion, and Hammer Strength equipment; group exercise and cycling
studio(s); the Sportsclub Network entertainment system; locker rooms, including
shower facilities, towel service, and other amenities such as, saunas and
steamrooms; babysitting, and a retail shop. Personal training services are
offered at all locations and massage is offered at most clubs, each at an
additional charge. At certain flagship

                                        51


locations, additional facilities also are offered, including swimming pools,
racquet and basketball courts. Also, we have significantly expanded the
availability of fee-based programming at many of our clubs, including programs
targeted at children, members and non-member adult customers.

     We have completed the launch of our Xpressline strength workout. Xpressline
is a trainer-supervised, eight-station total-body circuit workout designed to
accommodate all fitness levels. This service is a free service provided to our
members. We have also introduced FitMap, which is a visual tool that provides
our members with guidance on how to use our equipment through safe progressions
of difficulty.

     We have over 5,000 Sportsclub Network personal entertainment units
installed in our clubs. The units are typically mounted on cardiovascular
equipment and are equipped with a color screen for television viewing, a compact
disk player and most models have audio cassette players. The Sportsclub Network
also broadcasts our own personalized music video channel that provides us with a
direct means of advertising products and services to our membership base.

CLUB SERVICES AND OPERATIONS

     We emphasize consistency and quality in all of our club operations,
including:

     Management.  We believe that our success is largely dependent on the
selection and training of our staff and management. Our management structure is
designed, therefore, to support the professional development of highly motivated
managers who will execute our directives and support growth.

     Corporate departments are responsible for each area of club services, such
as exercise group programs, fitness programming, personal training, facility and
equipment maintenance, housekeeping and laundry. This centralization allows
local general managers at each club to focus on customer service, club staffing
and providing a high quality exercise experience. General managers are
responsible for the day-to-day management of each club, and directly report to
district managers, who liaise with senior operations management and other
corporate staff ensuring consistent service at all locations.

     Personal Training.  All of our fitness clubs offer one-on-one personal
training, which is sold by the single session or in multi-session packages. We
have implemented a comprehensive staff education curriculum which progresses
from basic knowledge and practical skills to advanced concepts and training
techniques. Our education program provides professional standards to ensure that
our trainers provide superior service and fitness expertise to our members.
There are four levels of professional competency for which different levels of
compensation are paid, with mandatory requirements trainers must meet in order
to achieve and maintain such status. We believe the qualifications of the
personal training staff helps ensure that members receive a consistent level of
quality service throughout our club base. We believe that our personal training
programs provide valuable guidance to our members and a significant source of
incremental revenue from value-added services. In addition, we believe that
members who participate in personal training programs have a longer membership
life.

     Group Fitness.  Our commitment to providing a quality workout experience to
our members extends to the employment of program instructors, who teach
aerobics, cycling, strength conditioning, boxing, yoga, pilates and step
aerobics classes, among others. Our clustering strategy enables us to staff
program instructors and professional personal trainers at more than one club. As
a result, we can vary a given club's instructors, while providing instructors
sufficient classes to effectively and economically treat these instructors as
full-time employees. All program instructors report to a centralized management
structure, headed by the Vice President of Programs and Services whose
department is responsible for overseeing auditions

                                        52


and providing in-house training to keep instructors current in the latest
training techniques and program offerings. We also provide Group Exclusive
offerings to our members, which are for-fee based programs that have smaller
groups and provide more focused, and typically more advanced training classes.
Some examples of these offerings include: Pilates, boxing camps, and cycling.

     Sports Clubs for Kids.  During 2000, we began offering programs for
children under the Sports Club for Kids ("SCFK") brand. As of December 2003,
SCFK was operating in 15 locations throughout our NYSC, BSC, and PSC regions. In
addition to extending fitness offerings to a market not previously served by us,
we expect that SCFK programming will help position our suburban clubs as family
clubs, which should provide us with a competitive advantage. Depending upon the
facilities available at a location, Sports Clubs for Kids programming can
include traditional youth offerings such as day camps, sports camps, swim
lessons, hockey and soccer leagues, gymnastics, dance, martial arts and birthday
parties. It also can include innovative and proprietary programming such as
Kidspin Theater, a multi-media cycling experience, and non-competitive
"learn-to-play" sports programs. In selected locations we also offer laser tag.

     Employee Compensation and Benefits.  We provide performance-based
incentives to our management. Senior management compensation, for example, is
tied to our overall performance. Departmental directors, district managers and
general managers have bonuses tied to financial and member retention targets for
a particular club or group of clubs. We offer our employees various benefits
including; health, dental, disability, insurance, pre-tax healthcare and
dependent care accounts, and a 401(k) plan. We believe the availability of
employee benefits provides us with a strategic advantage in attracting and
retaining quality managers, program instructors and professional personal
trainers and that this strategic advantage in turn translates into a more
consistent and higher quality workout experience for those members who utilize
such services.

PROPRIETARY CENTRALIZED INFORMATION SYSTEMS

     We are utilizing a proprietary system developed internally to track and
analyze sales, leads, and membership statistics, the frequency of member
workouts, multi-club utilization, value-added services and demographic profiles
by member, which enables us to develop targeted direct marketing programs and to
modify our broadcast and print advertising to improve consumer response. This
system also assists us in evaluating staffing needs and program offerings. In
addition, we rely on certain data gathered through our information systems to
assist in the identification of new markets for clubs and site selection within
those markets.

INFORMATION SYSTEM DEVELOPMENTS

     We recognize the value of enhancing and extending the uses of information
technology in virtually every area of our business. After developing an
information technology strategy to support the business strategy, we developed a
comprehensive multi-year plan to replace or upgrade key systems.

     During 2001, we implemented a new time capture system that integrates with
our payroll processing system. This system integrates with the new club
management system to fully automate the various compensation plans for all
employees. In addition, during 2002, we implemented a new budgeting and
forecasting product that was expanded in 2003 for data warehousing capabilities
which will enable enhanced managerial and analytical reporting. We implemented
application and telephone systems to manage our internal customer service center
which supports information technology, facilities, equipment and Sportsclub
Network service call requests for all locations. Numerous infrastructure changes
were implemented to accommo-

                                        53


date our growth, to provide network redundancy, efficiencies in operations, and
to improve management of all components of the technical architecture.

     In 2003 we implemented a new fully integrated club management system. This
system incorporates contemporary browser-based technology and open architecture
to allow for scalability to support our projected growth and diversification of
services. This system provides enhanced or new functionality for member
services, contract management, electronic billing, point of sale, scheduling
resources, and reservations.

     Our website will be expanded in 2004 to incorporate e-business
functionality such as sales of products, services and memberships. We have built
an intranet to provide the portal for the newly implemented browser-based
application. Development of intranet features to support corporate
communications, human resources programs, and training is ongoing.

     In 2004, we will also implement an updated Disaster Recovery plan that will
include a designated "hot site", recovery procedures, data restoration testing,
and training of personnel.

STRATEGIC PLANNING

     During 2001, the Company began a strategic planning process. That process,
spearheaded by the Chairman and the Chief Executive Officer, produced a new set
of Core Values, a revised Mission Statement and a set of five-year performance
targets. In 2002, more than 40 projects were completed in support of the Plan's
Strategic Initiatives and Objectives. Our Chairman and Chief Executive led the
strategy process, which produced significant changes in our approach to our
Brand, our Core Business Development process and our Intranet strategy.

     The Strategic Plan was updated in 2003 with new Strategic Initiatives in
several areas. Senior Management continues to support the Strategic Planning
process and believes that accomplishing our strategic objectives will cause us
to attain the five-year performance targets outlined in the 2003 Plan.

INTELLECTUAL PROPERTY

     We have registered, various trademarks and service marks with the U.S.
Patent and Trademark Office, including NEW YORK SPORTS CLUBS, WASHINGTON SPORTS
CLUBS, BOSTON SPORTS CLUBS, PHILADELPHIA SPORTS CLUBS, TSI, AND TOWN SPORTS
INTERNATIONAL, INC. We continue to register other trademarks and service marks
as they are created.

COMPETITION

     The fitness club industry is highly competitive and continues to become
more competitive as the number of health clubs in the U.S. has increased from
12,146 in 1991 to 20,207 in 2002. We compete with other fitness clubs, physical
fitness and recreational facilities established by local governments and
hospitals and by businesses for their employees, amenity and condominium clubs,
the YMCA and similar organizations and, to a certain extent, with racquet and
tennis and other athletic clubs, country clubs, weight reducing salons and the
home-use fitness equipment industry. We also compete with other entertainment
and retail businesses for the discretionary income of our target markets. There
can be no assurance that we will be able to compete effectively in the future in
the markets in which we operate. Competitors, which may include companies which
are larger and have greater resources than we have, may enter these markets to
our detriment. These competitive conditions may limit our ability to increase
dues without a material loss in membership, attract new members and attract and
retain qualified personnel. Additionally, consolidation in the fitness club
industry could result in increased competition among participants, particularly
large multi-facility operators that are able to compete for attractive
acquisition candidates, and real estate availability thereby increasing costs
associated with expansion through both acquisitions, and greenfields.

                                        54


     We believe that our market leadership, experience and operating
efficiencies enable us to provide the consumer with a superior product in terms
of convenience, quality service and affordability. We believe that there are
significant barriers to entry in our urban markets, including restrictive zoning
laws, lengthy permit processes and a shortage of appropriate real estate, which
could discourage any large competitor from attempting to open a chain of clubs
in these markets. However, such a competitor could enter these markets more
easily through one or a series of acquisitions.

EMPLOYEES

     At December 31, 2003, the Company had approximately 7,200 employees, of
which approximately 2,750 were employed full-time. Approximately 325 employees
were corporate personnel working in the Manhattan, Boston or Washington, DC
offices. We are not a party to any collective bargaining agreement with our
employees. We have never experienced any significant labor shortages nor had any
difficulty in obtaining adequate replacements for departing employees and
consider our relations with our employees to be good. We believe that we offer
employee benefits (including health, dental, disability insurance, pre-tax
healthcare and dependent care accounts, and a 401(k) plan) which are superior to
those generally offered by our competitors.

GOVERNMENT REGULATION

     Our operations and business practices are subject to regulation at the
federal, state and, in some cases, local levels. State and local consumer
protection laws and regulations govern our advertising, sales and other trade
practices.

     Statutes and regulations affecting the fitness industry have been enacted
in states in which we conduct business; many other states into which we may
expand have adopted or likely will adopt similar legislation. Typically, these
statutes and regulations prescribe certain forms and provisions of membership
contracts, afford members the right to cancel the contract within a specified
time period after signing, require an escrow of funds received from pre-opening
sales or the posting of a bond or proof of financial responsibility, and may
establish maximum prices for membership contracts and limitations on the term of
contracts. In addition, we are subject to numerous other types of federal and
state regulations governing the sale of memberships. These laws and regulations
are subject to varying interpretations by a number of state and federal
enforcement agencies and the courts. We maintain internal review procedures in
order to comply with these requirements, and believe that our activities are in
substantial compliance with all applicable statutes, rules and decisions.

     Under so-called state "cooling-off" statutes, a member has the right to
cancel his or her membership for a period of three to ten days (depending on the
applicable state law) and, in such event, is entitled to a refund of any
initiation fee paid. In addition, our membership contracts provide that a member
may cancel his or her membership at any time for medical reasons or relocation a
certain distance from the nearest club. The specific procedures for cancellation
in these circumstances vary due to differing state laws. In each instance, the
canceling member is entitled to a refund of prepaid amounts only. Furthermore,
where permitted by law, a cancellation fee is due upon cancellation and we may
offset such amount against any refunds owed.

                                        55


PROPERTIES

     The following table provides information regarding our club locations:



                                                                  DATE OPENED OR MANAGEMENT
LOCATION                                   ADDRESS                         ASSUMED
-------------------------------------------------------------------------------------------
                                                            
NEW YORK SPORTS CLUBS:
    1. Manhattan             151 East 86th Street                 January, 1977
    2. Manhattan             61 West 62nd Street                  July, 1983
    3. Manhattan             614 Second Avenue                    July, 1986
    4. Manhattan             151 Reade Street                     January, 1990
    5. Manhattan             1601 Broadway                        September, 1991
    6. Manhattan             50 West 34th Street                  August, 1992
    7. Manhattan             349 East 76th Street                 April, 1994
    8. Manhattan             248 West 80th Street                 May, 1994
    9. Manhattan             502 Park Avenue                      February, 1995
   10. Manhattan             117 Seventh Avenue South             March, 1995
   11. Manhattan             303 Park Avenue South                December, 1995
   12. Manhattan             30 Wall Street                       May, 1996
   13. Manhattan             1635 Third Avenue                    October, 1996
   14. Manhattan             575 Lexington Avenue                 November, 1996
   15. Manhattan             278 Eighth Avenue                    December, 1996
   16. Manhattan             200 Madison Avenue                   February, 1997
   17. Manhattan             131 East 31st Street                 February, 1997
   18. Manhattan             2162 Broadway                        November, 1997
   19. Manhattan             633 Third Avenue                     April, 1998
   20. Manhattan             1657 Broadway                        July, 1998
   21. Manhattan             217 Broadway                         March, 1999
   22. Manhattan             23 West 73rd Street                  April, 1999
   23. Manhattan             34 West 14th Street                  July, 1999
   24. Manhattan             503-511 Broadway                     July, 1999
   25. Manhattan             1372 Broadway                        October, 1999
   26. Manhattan             300 West 125th Street                May, 2000
   27. Manhattan             102 North End Avenue                 May, 2000
   28. Manhattan             14 West 44th Street                  August, 2000
   29. Manhattan             128 Eighth Avenue                    December, 2000
   30. Manhattan             2521-23 Broadway                     August, 2001
   31. Manhattan             3 Park Avenue                        August, 2001
   32. Manhattan             19 Irving Place                      November, 2001
   33. Manhattan             160 Water Street                     November, 2001
   34. Manhattan             230 West 41st Street                 November, 2001
   35. Manhattan             1221 Avenue of the Americas          January, 2002
   36. Manhattan             200 Park Avenue                      December, 2002
   37. Brooklyn, NY          110 Boerum Place                     October, 1985
   38. Brooklyn, NY          1736 Shore Parkway                   June, 1998
   39. Brooklyn, NY          179 Remsen Street                    May, 2001
   40. Brooklyn, NY          453 Fifth Avenue                     August, 2003
   41. Queens, NY            69-33 Austin Street                  April, 1997
   42. Queens, NY            153-67 A Cross Island Parkway        June, 1998
   43. Queens, NY            2856-2861 Steinway Street            February, 2004


                                        56




                                                                  DATE OPENED OR MANAGEMENT
LOCATION                                   ADDRESS                         ASSUMED
-------------------------------------------------------------------------------------------
                                                            
   44. Staten Island, NY     300 West Service Road                June, 1998
   45. Scarsdale, NY         696 White Plains Road                October, 1995
   46. Mamaroneck, NY        124 Palmer Avenue                    January, 1997
   47. White Plains, NY      1 North Broadway                     September, 1997
   48. Croton-on-Hudson, NY  420 South Riverside Drive            January, 1998
   49. Larchmont, NY         15 Madison Avenue                    December, 1998
   50. Nanuet, NY            58 Demarest Mill Road                May, 1998
   51. Great Neck, NY        15 Barstow Road                      July, 1989
   52. East Meadow, NY       625 Merrick Avenue                   January, 1999
   53. Commack, NY           6136 Jericho Turnpike                January, 1999
   54. Oceanside, NY         2909 Lincoln Avenue                  May, 1999
   55. Long Beach, NY        265 East Park Avenue                 July, 1999
   56. Garden City, NY       833 Franklin Avenue                  May, 2000
   57. Huntington, NY        350 New York Avenue                  February, 2001
   58. Syosset, NY           49 Ira Road                          March, 2001
   59. West Nyack, NY        3656 Palisades Center Drive          February, 2002
   60. Woodmere, NY          158 Irving Street                    March, 2002
   61. Stamford, CT          6 Landmark Square                    December, 1997
   62. Stamford, CT          16 Commerce Road                     January, 1998
   63. Danbury, CT           38 Mill Plain Road                   January, 1998
   64. Stamford, CT          1063 Hope Street                     November, 1998
   65. Norwalk, CT           250 Westport Avenue                  March, 1999
   66. Greenwich, CT         6 Liberty Way                        May, 1999
   67. Westport, CT          427 Post Road, East                  January, 2002
   68. Greenwich, CT         67 Mason Street                      February, 2004
   69. East Brunswick, NJ    8 Cornwall Court                     January, 1990
   70. Princeton, NJ         301 North Harrison Street            May, 1997
   71. Freehold, NJ          200 Daniels Way                      April, 1998
   72. Matawan, NJ           163 Route 34                         April, 1998
   73. Old Bridge, NJ        Gaub Road and Route 516              April, 1998
   74. Marlboro, NJ          34 Route 9 North                     April, 1998
   75. Fort Lee, NJ          1355 15th Street                     June, 1998
   76. Ramsey, NJ            1100 Route 17 North                  June, 1998
   77. Mahwah, NJ            7 Leighton Place                     June, 1998
   78. Parsippany, NJ        2651 Route 10                        August, 1998
   79. Springfield, NJ       215 Morris Avenue                    August, 1998
   80. Colonia, NJ           1250 Route 27                        August, 1998
   81. Franklin Park, NJ     3911 Route 27                        August, 1998
   82. Plainsboro, NJ        10 Schalks Crossing                  August, 1998
   83. Somerset, NJ          120 Cedar Grove Lane                 August, 1998
   84. Hoboken, NJ           221 Washington Street                October, 1998
   85. West Caldwell, NJ     913 Bloomfield Avenue                April, 1999
   86. Jersey City, NJ       147 Two Harborside Financial Center  June, 2002
   87. Newark, NJ            1 Gateway Center                     October, 2002
   88. Ridgewood, NJ         129 S. Broad Street                  June, 2003
   89. Westwood, NJ          35 Jefferson Avenue                  Opening 2004
   90. Livingston, NJ        39 W. North Field Rd.                Opening 2004


                                        57




                                                                  DATE OPENED OR MANAGEMENT
LOCATION                                   ADDRESS                         ASSUMED
-------------------------------------------------------------------------------------------
                                                            
   91. Hoboken, NJ           1225 Willow Avenue                   Opening 2005
BOSTON SPORTS CLUBS:
   92. Boston, MA            561 Boylston Street                  November, 1991
   93. Allston, MA           15 Gorham Street                     July, 1997
   94. Boston, MA            1 Bulfinch Place                     August, 1998
   95. Natick, MA            Sherwood Plaza, 124 Worcester Rd     September, 1998
   96. Weymouth, MA          553 Washington Street                May, 1999
   97. Boston, MA            201 Brookline Avenue                 June, 2000
   98. Wellesley, MA         140 Great Plain Avenue               July, 2000
   99. Andover, MA           307 Lowell Street                    July, 2000
   100. Lynnfield, MA        425 Walnut Street                    July, 2000
   101. Lexington, MA        475 Bedford Avenue                   July, 2000
   102. Franklin, MA         750 Union Street                     July, 2000
   103. Framingham, MA       1657 Worcester Street                July, 2000
   104. Danvers, MA          50 Ferncroft Road                    July, 2000
   105. Cambridge, MA        625 Massachusetts Avenue             January, 2001
   106. East Cambridge, MA   6 Museum Way                         January, 2001
   107. Boston, MA           361 Newbury Street                   November, 2001
   108. West Newton, MA      1359 Washington Street               November, 2001
   109. Boston, MA           350 Washington Street                February, 2002
   110. Waltham, MA          840 Winter Street                    November, 2002
WASHINGTON SPORTS CLUBS:
   111. Washington, D.C.     214 D Street, S.E.                   January, 1980
   112. Washington, D.C.     1835 Connecticut Avenue, N.W.        January, 1990
   113. Washington, D.C.     1990 M Street, N.W.                  February, 1993
   114. Washington, D.C.     2251 Wisconsin Avenue, N.W.          May, 1994
   115. Washington, D.C.     1211 Connecticut Avenue, N.W.        July, 2000
   116. Washington, D.C.     1345 F Street, N.W.                  August, 2002
   117. Washington, D.C.     5346 Wisconsin Ave., N.W.            February, 2002
   118. Washington, D.C.     1990 K Street, N.W.                  February, 2004
   119. Washington, D.C.     7th & H Street, N.W.                 Opening 2004
   120. Bethesda, MD         4903 Elm Street                      May, 1994
   121. North Bethesda, MD   10400 Old Georgetown Road            June, 1998
   122. Germantown, MD       12623 Wisteria Drive                 July, 1998
   123. Silver Spring, MD    Wayne Ave                            Opening 2004
   124. Alexandria, VA       3654 King Street                     June, 1999
   125. Sterling, VA         21800 Town Center Plaza              October, 1999
   126. Fairfax, VA          11001 Lee Highway                    October, 1999
   127. West Springfield,    8430 Old Keene Mill                  September, 2000
    VA
   128. Clarendon, VA        2700 Clarendon Boulevard             November, 2001
PHILADELPHIA SPORTS CLUBS:
   129. Philadelphia, PA     220 South 5th Street                 January, 1999
   130. Philadelphia, PA     2000 Hamilton Street                 July, 1999
   131. Chalfont, PA         One Highpoint Drive                  January, 2000
   132. Cherry Hill, NJ      Route 70 and Kings Highway           April, 2000
   133. Philadelphia, PA     1735 Market Street                   October, 2000
   134. Ardmore, PA          34 W. Lancaster Avenue               March, 2002


                                        58




                                                                  DATE OPENED OR MANAGEMENT
LOCATION                                   ADDRESS                         ASSUMED
-------------------------------------------------------------------------------------------
                                                            
SWISS SPORTS CLUBS:
   135. Basel, Switzerland   St. Johanns-Vorstadt 41              August, 1987
   136. Zurich, Switzerland  Glarnischstrasse 35                  August, 1987
   137. Basel, Switzerland   Basel FC Soccer Stadium              August, 2001


---------------

  We have also signed two leases for greenfield club development. These
  locations are, however, part of development projects and are subject to
  various conditions, including delivery of the space as specified in the lease.

     We own the 151 East 86th Street location, which houses a fitness club and a
retail tenant that generated $614,000 of rental income for us during the year
ended December 31, 2003. Our fitness clubs occupy leased space pursuant to
long-term leases (generally 15 to 25 years, including options). In the next five
years (ending December 31, 2008), only one of our fitness club leases will
expire without any renewal option.

     We lease approximately 40,000 square feet of office space in New York City,
and have smaller regional offices in Fairfax, VA, East Brunswick, NJ, Old
Bridge, NJ, Philadelphia, PA, Stamford, CT and Wakefield, MA, for administrative
and general corporate purposes. We also lease warehouse and commercial space in
Long Island City, New York, NY and Brooklyn, NY, for storage purposes and for
the operation of a centralized laundry facility for certain New York fitness
clubs.

     As of December 31, 2003, 127 of the existing fitness clubs were wholly
owned by us and two were managed and partly owned (the "Partly Owned Clubs"). In
addition, we provide management services at two fitness clubs in which we have
no equity interest.

                                        59


                                   MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

     The following table sets forth the names, ages and a brief account of the
business experience of each person who is a director or executive officer of
Town Sports.



    NAME                                     AGE                       POSITION
    ----                                     ---                       --------
                                             
    Mark Smith.............................  44    Chairman and Director
    Robert Giardina........................  46    Chief Executive Officer, Office of the President
    Alexander Alimanestianu................  45    Chief Development Officer, Office of the
                                                   President
    Richard Pyle...........................  45    Chief Financial Officer, Office of the President
    Randy Stephen..........................  46    Chief Operating Officer
    Robert S. Herbst.......................  45    Vice President and General Counsel
    Keith E. Alessi........................  49    Director
    Paul Arnold............................  57    Director
    Bruce Bruckmann........................  50    Director
    J. Rice Edmonds........................  33    Director
    Jason Fish.............................  46    Director


     Mark Smith joined us in 1985 and has served as Chief Executive Officer from
1995 to 2001 and became Chairman in January 2002. Prior to these appointments,
he held the position of Executive Vice President of Development and
International Operations. Mr. Smith has also served as a director since
September 1995. He was appointed to the Board of the International Health,
Racquet and Sportsclub Association (the club industry trade association) in
2001. Before joining us, Mr. Smith was a chartered accountant with Coopers &
Lybrand in New York City, London and New Zealand, and a professional squash
player.

     Robert Giardina joined us in 1981 and has served as President and Chief
Operating Officer from 1992 to 2001, and became Chief Executive Officer in
January 2002. With over 20 years of experience in the club industry, Mr.
Giardina has expertise in virtually every aspect of facility management and club
operations. In addition to operations, Mr. Giardina has primary responsibility
for sales and marketing.

     Alexander Alimanestianu joined us in 1990 and became Executive Vice
President, Development in 1995 and Chief Development Officer in January 2002.
From 1990 to 1995, Mr. Alimanestianu served as Vice President and Senior Vice
President. Before joining us, he worked as a corporate attorney for six years
with one of our outside law firms. Mr. Alimanestianu has been involved in the
development or acquisition of over 100 of our clubs.

     Richard Pyle, a British chartered accountant, joined us in 1987 and has
been chiefly responsible for our financial matters since that time, as a Vice
President in 1988, Senior Vice President and Chief Financial Officer in 1992 and
Executive Vice President and Chief Financial Officer in 1995, successively.
Before joining us, Mr. Pyle worked in public accounting (in the United States,
Bermuda, Spain and England) specializing in the hospitality industry, and as the
corporate controller for a British public company in the leisure industry.

     Randy Stephen joined us in 2002 as Chief Operating Officer. Prior to
joining us and since 1987, Mr. Stephen held various positions with Circuit City
Stores, including Director of Human Resources and General Manager. In 1995, he
was appointed Circuit City Stores' Vice President, Corporate Operations,
focusing on marketing, promotions and business process re-engineering and in
1996 he became the Northeast Division President. Prior to 1987, Mr. Stephen
worked

                                        60


with several premier retailers including Eastern Mountain Sports, Eddie Bauer,
Keeger & Sons and Britches of Georgetown.

     Robert S. Herbst joined us in November 2003 as Vice President and General
Counsel. From 1984 through 1995, Mr. Herbst was an attorney in private practice
in New York City. He served as Assistant General Counsel of Coty Inc. from 1999
through 2003 and as Senior Corporate Counsel of Pfizer Inc. from 1995 through
1999. Mr. Herbst has a broad background in the fitness industry, having been a
competitive powerlifter and coach for more than 20 years.

     Keith E. Alessi has served as a director of Town Sports since April 1997.
Mr. Alessi is an adjunct professor of Law at Washington and Lee University
School of Law. Mr. Alessi served as President, Chief Executive Officer and a
director of Telespectrum Worldwide, Inc. from March 1998 to April 2000. From May
1996 to March 1998, Mr. Alessi served as Chairman, President and Chief Executive
Officer of Jackson Hewitt, Inc.

     Paul Arnold has served as a director of Town Sports since April 1997. Mr.
Arnold has served as Chairman and Chief Executive Officer of Cort Business
Services, Inc., a Berkshire Hathaway Company, since 2000. From 1992 to 2000, Mr.
Arnold served as President, Chief Executive Officer and Director of Cort
Business Services. Prior to 1992, Mr. Arnold held various positions over a 24
year period within Cort Furniture Rental, a division of Mohasco Industries. Mr.
Arnold is currently a Director of Relocation Central Corp. and Penhall
International, Inc.

     Bruce Bruckmann has served as a director of Town Sports since December
1996. Since 1994, Mr. Bruckmann has served as Managing Director of BRS. From
1983 until 1994, Mr. Bruckmann served as an officer and subsequently a Managing
Director of Citicorp Venture Capital, Ltd. Mr. Bruckmann is currently a director
of Penhall International, Inc., Mohawk Industries, Inc., H&E Equipment Services
L.L.C. and Anvil Knitwear, Inc. and a director of several private companies.

     J. Rice Edmonds has served as a director of Town Sports since July 2002.
Mr. Edmonds is a Principal of BRS. Prior to joining BRS in 1996, Mr. Edmonds
worked in the high yield finance group of Bankers Trust. Mr. Edmonds is
currently a director of H&E Equipment Services L.L.C. and several other private
companies.

     Jason Fish has been a director of Town Sports since December 1996. Mr. Fish
is a co-founder and President of CapitalSource Inc., and a member of
CapitalSource's board of directors, a position he has held since September 2000.
Prior to founding CapitalSource, Mr. Fish was employed from 1990 to 2000 by
Farallon Capital Management, L.L.C., serving as a managing member from 1992 to
2000. Before joining Farallon, Mr. Fish worked at Lehman Brothers Inc., where he
was a Senior Vice President responsible for its financial institution investment
banking coverage on the West Coast.

                                        61


EXECUTIVE COMPENSATION

     The following summarizes, for the year indicated, the principal components
of compensation for our Chief Executive Officer and the other four highest
compensated executive officers (collectively, the "named executive officers").
The compensation set forth below fully reflects compensation for work performed
on our behalf.

                           SUMMARY COMPENSATION TABLE



                                                                                     LONG-TERM
                                                                                    COMPENSATION
                                                                                       AWARDS
                                                                                       COMMON
                                                                                       STOCK
                                                                     OTHER ANNUAL    UNDERLYING
                                               SALARY    BONUS (1)   COMPENSATION   OPTIONS/SARS
NAME AND PRINCIPAL POSITION           PERIOD     ($)        ($)          ($)            (#)
---------------------------           ------   -------   ---------   ------------   ------------
                                                                     
Mark Smith..........................   2003    434,594    511,133        --          6,000
  Chairman                             2002    426,072    429,224        --             --
                                       2001    413,662    364,597        --             --
Robert Giardina.....................   2003    412,179    406,227        --          6,000
  Chief Executive Officer,             2002    404,097    327,312        --             --
  Office of the President              2001    392,327    276,678        --             --
Richard Pyle........................   2003    306,270    251,746        --          5,000
  Chief Financial Officer,             2002    236,539    252,815        --             --
  Office of the President              2001    215,035    216,258        --             --
Alexander Alimanestianu.............   2003    306,270    251,746        --          5,000
  Chief Development Officer,           2002    236,539    252,815
  Office of the President              2001    215,035    216,258        --             --
Randy Stephen.......................   2003    225,000     95,755        --          4,000
  Chief Operating Officer,
  Senior Vice President
Deborah Smith(2)....................   2002    178,098    171,690        --             --
  Senior Vice President,               2001    172,911    145,839        --             --
  Operations


---------------

(1) Includes annual bonus payments under our Annual Bonus Plan.

(2) Ms. Smith has resigned her position with the Company effective January 2003.

OPTION/SAR GRANTS DURING THE YEAR ENDED DECEMBER 31, 2003

     In 2003 common stock options with an exercise price of $144.00 and a term
of ten years were granted to named executive officers as follows:


                                                     
Mark Smith...........................................   6,000
Robert Giardina......................................   6,000
Richard Pyle.........................................   5,000
Alexander Alimanestianu..............................   5,000
Randy Stephen........................................   4,000


                                        62


AGGREGATED OPTION/SAR EXERCISES DURING THE YEAR ENDED DECEMBER 31, 2003 AND 2003
YEAR-END OPTION/SAR VALUES

     The following summarizes exercises of stock options (granted in prior
years) by the named executive officers during the year ended December 31, 2003
as well as the number and value of all unexercised options held by the named
executive officers as of December 31, 2003.



                                                                                                  VALUE OF UNEXERCISED
                                                                      NUMBER OF SECURITIES            IN-THE-MONEY
                                                                          OPTIONS/SARS                OPTIONS/SARS
                          SHARES                                          AT FY-END (#)             AT FY-END ($)(1)
                       ACQUIRED ON       VALUE          VALUE       EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
                       EXERCISE (#)   REALIZED ($)   REALIZED ($)   -------------------------   -------------------------
NAME                      COMMON         COMMON       PREFERRED              COMMON               COMMON       PREFERRED
----                   ------------   ------------   ------------   -------------------------   -----------   -----------
                                                                                            
Mark Smith...........        --             --        $2,479,901          10,030/4,800           529,800/0            --
Robert Giardina......        --             --         1,899,575          10,029/4,800           529,740/0            --
Richard Pyle.........        --             --         1,596,961           9,828/4,000           529,680/0            --
Alexander
  Alimanestianu......        --             --         1,575,547           9,828/4,000           529,680/0            --
Randy Stephen........        --             --                --             800/3,200                  --            --
Deborah Smith........                                    540,653               5,750/0           338,400/0            --


---------------
(1) Value realized is based upon the fair market value of the stock at the
    exercise date minus the exercise price. Fair market value was determined in
    good faith by the Board of Directors and was based upon an independent
    valuation.

TOWN SPORTS INTERNATIONAL, INC. STOCK OPTION PLAN

     Our board of directors has adopted a stock option plan, which provides for
the grant to some of our key employees and/or directors of stock options. The
compensation committee of our board of directors administers the stock option
plan. The compensation committee has broad powers under the stock option plan,
including exclusive authority (except as otherwise provided in the stock option
plan) to determine:

     (1) who will receive awards,

     (2) the type, size and terms of awards,

     (3) the time when awards will be granted, and

     (4) vesting criteria, if any, of the awards.

     Options awarded under the plan are exercisable into shares of our common
stock. The total number of shares of common stock as to which options may be
granted may not exceed 160,759 shares of common stock. Options may be granted to
any of our employees, directors or consultants.

     If we undergo a reorganization, recapitalization, stock dividend or stock
split or other change in shares of our common stock, the compensation committee
may make adjustments to the plan in order to prevent dilution of outstanding
options. The compensation committee may also cause options awarded under the
plan to become immediately exercisable if we undergo specific types of changes
in the control of our Company.

COMPENSATION OF DIRECTORS

     We reimburse directors for any out-of-pocket expenses incurred by them in
connection with services provided in such capacity.

                                        63


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The current members of our compensation committee are Bruce Bruckmann, Paul
Arnold and Mark Smith. Bruce Bruckmann and Paul Arnold are non-employee
directors.

MANAGEMENT EQUITY AGREEMENTS

     We have entered into executive stock agreements with our named executive
officers. Pursuant to these executive stock agreements, our named executive
officers each have purchased our shares of common stock and/or shares of series
B preferred stock at a purchase price of $1.00 per share of common stock and
$35.00 per share of series B preferred stock.

OUR BENEFIT PLANS

     We maintain a 401(k) defined contribution plan and are subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). The
Plan provides for us to make discretionary contributions; however, we elected
not to make contributions for the year ended December 31, 2000. The Plan was
amended, effective January 1, 2001, to provide for an employer matching
contribution in an amount equal to 25% of the participant's contribution with a
limit of five hundred dollars per annum. In February 2003 and 2004, employer
matching contributions totaling $200,000 and $195,000, respectively, were made
for the Plan years ended December 31, 2002 and 2003.

                                        64


                SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS

     The following table sets forth (as of December 31, 2003) certain
information with respect to the beneficial ownership of the common stock and
preferred stock by: (i) each person or entity who owns of record or beneficially
more than 5% or more of any class of our voting securities; (ii) each named
executive officer and director of TSI Holdings; and (iii) all directors and
named executive officers. TSI Holdings preferred stock will be redeemed with the
proceeds of this offering and the transactions. See "The Transactions."



                                                       COMMON
                                                       STOCK       PERCENTAGE OF     SERIES A    SERIES B
                                                    BENEFICIALLY    COMMON STOCK    PREFERRED    PREFERRED
NAME                                                  OWNED(1)     OUTSTANDING(1)     STOCK        STOCK
----                                                ------------   --------------   ----------   ---------
                                                                                     
BRS(2)
  126 East 56th Street, 29th Floor
  New York, New York 10022........................     504,456          36.6%
                                                                                     104,330           --
Farallon Partners, L.L.C.(3)
  One Maritime Plaza, Suite 1325
  San Francisco, California 94111.................     270,091          19.6%
                                                                                      41,045           --
The Canterbury Entities
  600 Fifth Avenue, 23rd Floor
  New York, New York 10020........................     139,437          10.1%
                                                                                          --           --
CapitalSource Holdings L.L.C
  4445 Willard Avenue
  Chevy Chase, Maryland 20815.....................      23,000           1.7%
                                                                                          --           --
Rosewood Capital L.P.
  One Maritime Plaza, Suite 1330
  San Francisco, California 94111.................      17,908           1.3%
                                                                                          --      109,541
Executive Officers and Directors:
  Mark Smith(4)...................................      74,955           5.6%
                                                                                          --           --
  Robert Giardina(4)..............................      59,480           4.4%
                                                                                          --           --
  Richard Pyle(4).................................      51,410           3.8%
                                                                                          --           --
  Alexander Alimanestianu(4)......................      50,839           3.8%
                                                                                          --           --
  Deborah Smith(4)................................      15,908           1.3%
                                                                                          --           --
  Bruce C. Bruckmann(5)...........................     517,642          37.5%
                                                                                     107,057           --
  J. Rice Edmonds(6)..............................     504,456          36.6%
                                                                                     104,330           --
  Jason Fish(7)...................................      23,000           1.7%
                                                                                          --           --
  Paul Arnold.....................................           *           *
                                                                                         591           --
  Keith Alessi....................................           *           *
                                                                                         591           --
Executive Officers and Directors as a Group:
  11 Persons(8)...................................     813,531          59.0%
                                                                                     108,240           --


---------------

  * Represents less than 1%.

 (1) Beneficial ownership is determined in accordance with Rule 13d-3 under the
     Exchange Act. In computing the number of shares beneficially owned by a
     person and the percentage ownership of that person, shares of common stock
     subject to options held by that person that are currently exercisable or
     exercisable within 60 days of March 15, 2004 are deemed outstanding. Such
     shares, however, are not deemed outstanding for the purposes of computing
     the percentage ownership of any other person.

 (2) Excludes shares held individually by Mr. Bruckmann and other individuals
     (and affiliates and family members thereof), each of whom are employed by
     BRS.

 (3) Farallon Capital Partners, L.P., Farallon Capital Institutional Partners,
     L.P., Farallon Capital Institutional Partners II, L.P. and R.R. Capital
     Partners, L.P. (collectively, the "Farallon Entities"), directly hold, in
     aggregate, the shares listed above. As the general partner of each of the
     Farallon Entities, Farallon Partners, L.L.C. ("FPLLC"), may, for purposes
     of Rule 13d-3 under the Exchange Act, be deemed to own beneficially the
     shares held by the Farallon Entities. FPLLC disclaims beneficial ownership
     of such shares. All of the above-mentioned entities disclaim group
     attribution.

                                        65


 (4) Includes options to acquire common stock, options exercisable within 60
     days, pursuant to the option plan. Messrs. Smith, Giardina, Pyle, and
     Alimanestianu each hold such options on 8,830, 8,829, 8,828, and 8,828
     shares of common stock, respectively. The address for each of these named
     executive officers is the same as the address of our principal executive
     offices.

 (5) Includes 504,456 shares held by BRS, and approximately 2,276 shares held by
     certain other family members of Mr. Bruckmann. Mr. Bruckmann disclaims
     beneficial ownership of such shares held by BRS.

 (6) Includes shares held by BRS. Mr. Edmonds disclaims beneficial ownership of
     such shares.

 (7) Includes shares held by CapitalSource Holdings, L.L.C. Mr. Fish is a
     co-founder and president of CapitalSource Inc. Mr. Fish disclaims
     beneficial ownership of such shares.

 (8) Includes (i) shares held by BRS, which may be deemed to be owned
     beneficially by Messrs. Bruckmann and Edmonds, and (ii) shares held by
     CapitalSource, which may be deemed to be owned beneficially by Mr. Fish.

     Excluding the shares beneficially owned by BRS and CapitalSource, the
directors and named executive officers as a group beneficially own (i) 272,889
shares of common stock (which represents approximately 19.8% of the common stock
on a fully diluted basis), and (ii) 1,182 shares of series A preferred stock.

                                        66


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

REGISTRATION RIGHTS AGREEMENT

     In connection with our recapitalization in 1996, we, BRS, the Farallon
Entities, Canterbury Mezzanine Capital, L.P. ("CMC"), certain members of
management and other shareholders of Town Sports entered into a registration
rights agreement, dated December 10, 1996 (as amended on November 13, 1998, in
connection with the issuance of senior preferred stock, the "Registration Rights
Agreement"). Pursuant to the terms of the Registration Rights Agreement, BRS,
the Farallon Entities and CMC have the right to require us, at our expense and
subject to certain limitations, to register under the Securities Act all or part
of the shares of common stock (the "Registrable Securities") held by them. BRS
is entitled to demand up to three long-form registrations at any time and
unlimited short-form registrations. Farallon is entitled to demand one long-form
registration (but only one year after we have consummated an initial registered
public offering of our common stock) and up to three short-form registrations.
CMC is entitled to demand up to two short-form registrations.

     All holders of Registrable Securities are entitled to an unlimited number
of "piggyback" registrations, with us paying all expenses of the offering,
whenever we propose to register our common stock under the Securities Act. Each
such holder is subject to certain pro rata limitations on its ability to
participate in such a "piggyback" registration. In addition, pursuant to the
Registration Rights Agreement, we have agreed to indemnify all holders of
registrable securities against certain liabilities, including certain
liabilities under the Securities Act.

PROFESSIONAL SERVICES AGREEMENT

     In connection with our recapitalization, Bruckmann, Rosser, Sherrill & Co.,
Inc. ("BRS Co."), an affiliate of BRS, and Town Sports entered into a
Professional Services Agreement, whereby BRS Co. agreed to provide us certain
advisory and consulting services. In exchange for such services, BRS Co.
receives an annual fee of $250,000 per calendar year while they own at least
20.0% of our outstanding common stock.

                                        67


                          DESCRIPTION OF INDEBTEDNESS

SENIOR SECURED REVOLVING CREDIT FACILITY

     Our senior secured revolving credit facility, with TSI, Inc., as borrower,
Deutsche Bank Trust Company Americas, as administrative agent, Deutsche Bank
Securities Inc., as joint lead arranger and BNP Paribas Securities Corp., as
joint lead arranger and syndication agent, is a five-year facility, providing
for borrowings of up to $50.0 million (containing a sublimit of $15.0 million
available for the issuance of letters of credit).

     Permanent reductions to the commitments under the TSI, Inc. senior secured
revolving credit facility are required in an amount equal to (a) 100.0% of the
net cash proceeds of all asset sales and dispositions by TSI Holdings and TSI,
Inc. and its subsidiaries, subject to certain exceptions and reinvestment
rights, (b) 100.0% of the net cash proceeds of issuances of certain debt
obligations by TSI Holdings and TSI, Inc. and its subsidiaries, subject to
certain exceptions, and (c) 100.0% of certain insurance proceeds received by TSI
Holdings and TSI, Inc. and its subsidiaries, subject to certain exceptions and
reinvestment rights.

     Voluntary prepayments and commitment reductions are permitted in whole or
in part, subject to minimum prepayment or reduction requirements, provided that
voluntary prepayments of eurodollar loans on a date other than the last day of
the relevant interest period are subject to the payment of customary breakage
costs, if any. Such voluntary prepayments and commitment reductions may be made
without premium or penalty.

     All of our obligations under the senior secured revolving credit facility
are unconditionally guaranteed by each of TSI Holdings' and TSI, Inc.'s existing
and each subsequently acquired or organized domestic subsidiaries. The senior
secured revolving credit facility and the related guarantees are secured by the
capital stock of TSI, Inc. and by substantially all of the present and future
assets of TSI, Inc. and all present and future assets of each guarantor,
including but not limited to (i) a first-priority pledge of all of the
outstanding capital stock owned by TSI, Inc. and each guarantor (limited to 65%
of the voting stock of TSI, Inc.'s first tier foreign subsidiaries) and (ii)
perfected first-priority security interests in all of TSI, Inc.'s present and
future tangible and intangible assets and the present and future tangible and
intangible assets of each guarantor (in each case, other than certain equipment
assets subject to capitalized lease obligations). Guarantees from foreign
subsidiaries and security in respect thereof may be required in certain
circumstances.

     Loans under the senior secured revolving credit facility, at our option,
bear interest at either the base rate or a floating rate equal to the reserve
adjusted London inter-bank offered rate ("LIBOR"), in each case plus a margin.
Overdue principal and, to the extent permitted by law, overdue interest does, in
each case bear interest at the greater of (x) the rate which is 2% in excess of
the rate otherwise applicable to base rate loans and (y) the rate which is 2% in
excess of the rate then borne by such loans. Interest on all loans under the
senior secured revolving credit facility is payable (x) in the case of base rate
loans, quarterly and (y) in the case of LIBOR loans, on the last day of the
interest period applicable thereto and every three months in the case of
interest periods in excess of three months and, in each case, at the time of
repayment of any such loans and at maturity. In addition to paying interest on
any outstanding principal amount under the senior secured revolving credit
facility, we are required to pay an unused revolving credit facility fee to the
senior lenders equal to 0.75% per annum on the unused daily balance of the
revolving credit commitment, commencing on the execution and delivery of the
senior secured revolving credit facility and payable quarterly in arrears, based
upon the actual number of days elapsed in a 360 day year. For each letter of
credit we issue, we will be required to pay (i) a per annum fee equal to the
margin over the LIBOR rate from time to time in effect, (ii) a fronting fee
equal to 1/4 of 1% on the aggregate outstanding stated amounts of such letters
of credit, plus (iii) customary administrative charges.

                                        68


     The credit agreement documentation contains certain customary
representations and warranties and contains customary covenants restricting TSI,
Inc.'s and in certain instances, TSI Holdings' ability to, among others (i)
declare dividends or redeem or repurchase capital stock, (ii) prepay, redeem or
purchase other debt, (iii) incur liens, (iv) make loans and investments, (v)
incur additional indebtedness, (vi) amend or otherwise alter debt and other
material agreements, (vii) make capital expenditures, (viii) engage in mergers,
acquisitions and asset sales, (ix) transact with affiliates, and (x) alter the
business we conduct. TSI, Inc. is also required to comply with specified
financial covenants and affirmative covenants.

     Events of default under the credit agreement documentation include, but are
not limited to, (i) TSI, Inc.'s failure to pay principal or interest when due,
(ii) TSI, Inc.'s material breach of any representations or warranty, (iii)
covenant defaults, (iv) events of bankruptcy, (v) cross default to certain other
debt, (vi) unsatisfied final judgments over a certain threshold, and (vii) a
change of control. Certain of these events of default may apply to TSI Holdings.
TSI, Inc. is obligated to pay the senior lenders certain syndication and
administration fees, reimburse certain expenses and provide certain indemnities
to the senior lenders, the administrative agent and the arranger, in each case
which are customary for credit facilities of this type.

9 5/8% SENIOR NOTES DUE 2011

     TSI, Inc. issued $255 million principal amount of 9 5/8% Senior Notes due
2011 pursuant to an indenture dated as of April 16, 2003 by and among TSI, Inc.,
the guarantors party thereto and The Bank of New York. Interest is payable
semiannually on April 15 and October 15. The 9 5/8% Senior Notes are redeemable
at any time on or after April 15, 2007 at the redemption prices set forth in the
9 5/8% Senior Notes plus accrued and unpaid interest to the date of redemption.
If a change of control of TSI, Inc. occurs, it is required, subject to certain
conditions, to give holders of the 9 5/8% Senior Notes the opportunity to sell
the notes to us at 101% of their face amount plus accrued and unpaid interest.

                                        69


                              DESCRIPTION OF NOTES

GENERAL

     The New Notes will be issued under an indenture (the "Indenture"), dated as
of February 4, 2004, between us and The Bank of New York, as Trustee. The
following summary of the Indenture does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, the Trust
Indenture Act of 1939, as amended (the "TIA"), and to all of the provisions of
the Indenture (a copy of the form of which may be obtained from us), including
the definitions of certain terms therein and those terms made a part of the
Indenture by reference to the TIA as in effect on the date of the Indenture. The
definitions of most of the capitalized terms used in the following summary are
set forth below under "-- Certain Definitions."

     The Notes will be our unsecured obligations, ranking equal in right of
payment to all of our unsubordinated debt.

     We will issue the Notes in fully registered form only, without coupons, in
denominations of $1,000 principal amount at maturity and integral multiples
thereof. Initially, the Trustee will act as Paying Agent and Registrar for the
Notes. The Notes may be presented for registration or transfer and exchange at
the offices of the Registrar, which initially will be the Trustee's corporate
trust office. We may change any Paying Agent and Registrar without notice to
holders of the Notes. We will pay principal (and premium, if any) on the Notes
at the Trustee's corporate office in New York, New York. At our option, interest
may be paid at the Trustee's corporate trust office or by check mailed to the
registered address of Holders. Any Old Notes that remain outstanding after the
completion of the Exchange Offer, together with the New Notes issued in
connection with the Exchange Offer, will be treated as a single class of
securities under the Indenture.

PRINCIPAL, MATURITY AND INTEREST

     The Notes will be unlimited in aggregate principal amount, with $213.0
million aggregate principal amount at maturity to be issued in this offering and
will mature on February 1, 2014. Additional Notes may be issued from time to
time subject to the limitations set forth under "-- Certain
Covenants -- Limitation on Incurrence of Additional Indebtedness."

     No cash interest will accrue on the Notes prior to February 1, 2009,
although for U.S. federal income tax purposes a significant amount of original
issue discount, taxable as ordinary income, will be recognized by a holder as
such discount accretes. See "Material United States Federal Tax Consequences"
for a discussion regarding the taxation of such original issue discount. Cash
interest will accrue on the Notes at 11% per annum from February 1, 2009, or
from the most recent date to which interest has been paid, and will be payable
semiannually on February 1 and August 1 of each year, commencing August 1, 2009,
to the holders of record at the close of business on January 15 and July 15
immediately preceding the applicable interest payment date.

     The Notes will not be entitled to the benefit of any mandatory sinking
fund.

HOLDING COMPANY STRUCTURE

     The Company is a holding company and does not have any material assets or
operations other than ownership of TSI. All of its operations are conducted
through its Subsidiaries. Claims of creditors of such Subsidiaries, including
trade creditors, and claims of preferred stockholders (if any) of such
Subsidiaries generally will have priority with respect to the assets and
earnings of such Subsidiaries over the claims of the Company's creditors,
including holders of the Notes. The Notes, therefore, will be structurally
subordinated to creditors (including trade creditors)

                                        70


and preferred stockholders (if any) of our Subsidiaries including TSI. As of
December 31, 2003, on a pro forma basis after giving effect to this offering and
the use of proceeds, the Company would have had Indebtedness of approximately
$386.7 million outstanding, and our Subsidiaries would have had Indebtedness and
other liabilities of approximately $261.9 million outstanding including, in both
instances, no borrowings outstanding under the senior credit facility. Although
the Indenture limits the incurrence of Indebtedness and the issuance of
preferred stock of our Restricted Subsidiaries, such limitation is subject to a
number of significant qualifications. Moreover, the Indenture does not impose
any limitation on the incurrence by such Restricted Subsidiaries of liabilities
that are not considered Indebtedness under the Indenture. See "Risk Factors".

REDEMPTION

     Optional Redemption.  The Notes will be redeemable, at the Company's
option, in whole at any time or in part from time to time, on and after February
1, 2009, upon not less than 30 nor more than 60 days' notice, at the following
redemption prices (expressed as percentages of the principal amount at maturity
thereof) if redeemed during the twelve-month period commencing on February 1 of
the year set forth below, plus, in each case, accrued and unpaid interest
thereon, if any, to the date of redemption:



YEAR                                                          PERCENTAGE
----                                                          ----------
                                                           
2009........................................................   105.500%
2010........................................................   103.667%
2011........................................................   101.833%
2012 and thereafter.........................................   100.000%


     Optional Redemption upon Equity Offerings.  At any time, or from time to
time, on or prior to February 1, 2007, the Company may, at its option, use the
net cash proceeds of one or more Equity Offerings (as defined below) to redeem
up to 35% of the Notes issued under the Indenture, in each case at a redemption
price equal to 111% of the Accreted Value thereof at the redemption date;
provided that:

          (1) at least 65% of the aggregate principal amount at maturity of
     Notes issued under the Indenture remains outstanding immediately after any
     such redemption; and

          (2) the Company shall make such redemption not more than 120 days
     after the consummation of any such Equity Offering.

     As used in the preceding paragraph, "Equity Offering" means a public or
private offering of Qualified Capital Stock of the Company (other than to a
Subsidiary of the Company) that generates gross proceeds to the Company of at
least $15.0 million.

SELECTION AND NOTICE OF REDEMPTION

     In the event that less than all of the Notes are to be redeemed at any
time, selection of such Notes for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which such Notes are listed or, if such Notes are not then listed on
a national securities exchange, on a pro rata basis, by lot or by such method as
the Trustee shall deem fair and appropriate; provided, however:

          (1) that no Notes of a principal amount at maturity of $1,000 or less
     shall be redeemed in part; and

          (2) that if a partial redemption is made with the proceeds of an
     Equity Offering, selection of the Notes or portions thereof for redemption
     shall be made by the Trustee only

                                        71


     on a pro rata basis or on as nearly a pro rata basis as is practicable
     (subject to DTC procedures), unless such method is otherwise prohibited.

Notice of redemption shall be mailed by first-class mail at least 30 but not
more than 60 days before the redemption date to each Holder of Notes to be
redeemed at its registered address. If any Note is to be redeemed in part only,
the notice of redemption that relates to such Note shall state the portion of
the principal amount thereof to be redeemed. A new Note in a principal amount at
maturity equal to the unredeemed portion thereof will be issued in the name of
the Holder thereof upon cancellation of the original Note. On and after the
redemption date Accreted Value will cease to accrete and interest will cease to
accrue, in each case to the extent applicable, on Notes or portions thereof
called for redemption as long as the Company has deposited with the Paying Agent
funds in satisfaction of the applicable redemption price pursuant to the
Indenture.

CHANGE OF CONTROL

     Upon the occurrence of a Change of Control, each Holder will have the right
to require that the Company purchase all or a portion of such Holder's Notes
pursuant to the offer described below (the "Change of Control Offer"), at a
purchase price equal to 101% of the Accreted Value thereof plus accrued and
unpaid interest to the date of purchase.

     Within 30 days following the date upon which the Change of Control
occurred, the Company must send, by first class mail, a notice to each Holder,
with a copy to the Trustee, which notice shall govern the terms of the Change of
Control Offer. Such notice will state, among other things, the purchase date,
which must be no earlier than 30 days nor later than 45 days from the date such
notice is mailed, other than as may be required by law (the "Change of Control
Payment Date"). Holders electing to have a Note purchased pursuant to a Change
of Control Offer will be required to surrender the Note, with the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Note completed, to
the Paying Agent at the address specified in the notice prior to the close of
business on the third business day prior to the Change of Control Payment Date.

     The Company will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in the Indenture applicable to a Change of Control Offer made by the Company and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

     If a Change of Control Offer is made, there can be no assurance that the
Company will have available funds sufficient to pay the Change of Control
purchase price for all the Notes that might be delivered by Holders seeking to
accept the Change of Control Offer. The Credit Agreement contains, and any
future other agreements relating to other indebtedness to which we become, or
one of our Subsidiaries becomes, a party may contain restrictions or
prohibitions on the Company's ability to repurchase Notes or may provide that an
occurrence of a Change of Control constitutes an event of default under, or
otherwise requires payments of amounts borrowed under, those agreements. If a
Change of Control occurs at a time when the Company is prohibited from
repurchasing the Notes, we could seek the consent of our then existing lenders
or the lenders of TSI to the repurchase of the Notes or could attempt to
refinance the indebtedness containing such prohibitions. If the Company does not
obtain such consent or repay the indebtedness, it would remain prohibited from
repurchasing the Notes. In that case, failure to repurchase tendered Notes would
constitute an Event of Default under the Indenture and may constitute a default
under the terms of other indebtedness that we may enter into from time to time.
In the event the Company is required to purchase outstanding Notes pursuant to a
Change of Control Offer, the Company expects that it would seek third

                                        72


party financing to the extent it does not have available funds to meet our
purchase obligations. However, there can be no assurance that the Company would
be able to obtain such financing.

     Neither the Board of Directors of the Company nor the Trustee may waive the
covenant relating to a Holder's right to redemption upon a Change of Control.
Restrictions in the Indenture described herein on the ability of the Company and
its Restricted Subsidiaries to incur additional Indebtedness, to grant liens on
its property, to make Restricted Payments and to make Asset Sales may also make
more difficult or discourage a takeover of the Company, whether favored or
opposed by the management of the Company. Consummation of any such transaction
in certain circumstances may require redemption or repurchase of the Notes, and
there can be no assurance that the Company or the acquiring party will have
sufficient financial resources to effect such redemption or repurchase. Such
restrictions and the restrictions on transactions with Affiliates may, in
certain circumstances, make more difficult or discourage any leveraged buyout of
the Company or any of its Subsidiaries by the management of the Company. While
such restrictions cover a wide variety of arrangements that have traditionally
been used to effect highly leveraged transactions, the Indenture may not afford
the Holders of Notes protection in all circumstances from the adverse aspects of
a highly leveraged transaction, reorganization, restructuring, merger or similar
transaction.

     The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with the "Change
of Control" provisions of the Indenture, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under the "Change of Control" provisions of the
Indenture by virtue thereof.

CERTAIN COVENANTS

     The Indenture contains, among others, the following covenants:

     Limitation on Incurrence of Additional Indebtedness.  The Company will not,
and will not permit any of its Restricted Subsidiaries to, directly or
indirectly, create, incur, assume, guarantee, acquire, become liable,
contingently or otherwise, with respect to, or otherwise become responsible for
payment of (collectively "incur") any Indebtedness (other than Permitted
Indebtedness); provided, however, that if no Default or Event of Default shall
have occurred and be continuing at the time of or as a consequence of the
incurrence of any such Indebtedness, (i) the Company may incur Indebtedness
(including, without limitation, Acquired Indebtedness) if on the date of the
incurrence of such Indebtedness, after giving effect to the incurrence thereof,
the Consolidated Fixed Charge Coverage Ratio of the Company is greater than 2.00
to 1.00 and (ii) any of TSI and its Restricted Subsidiaries may incur
Indebtedness (including, without limitation, Acquired Indebtedness) if on the
date of the incurrence of such Indebtedness, after giving effect to the
incurrence thereof, TSI's Consolidated Fixed Charge Coverage Ratio is greater
than 2.00 to 1.00.

     Limitation on Restricted Payments.  The Company will not, and will not
cause or permit any of its Restricted Subsidiaries to, directly or indirectly:

          (1)  declare or pay any dividend or make any distribution (other than
     dividends or distributions payable in the Qualified Capital Stock of the
     Company) on or in respect of shares of the Company's Capital Stock to
     holders of such Capital Stock,

          (2)  purchase, redeem or otherwise acquire or retire for value any
     Capital Stock of the Company or any warrants, rights or options to purchase
     or acquire shares of any class of such Capital Stock,

                                        73


          (3)  make any principal payment on, purchase, defease, redeem, prepay,
     decrease or otherwise acquire or retire for value, prior to:

             (a)  any scheduled maturity,

             (b)  any scheduled or mandatory repayment or

             (c)  any scheduled sinking fund payment, any Indebtedness of the
        Company that is subordinate or junior in right of payment to the Notes;
        or

          (4)  make any Investment (other than Permitted Investments) (each of
     the foregoing actions set forth in clauses(1), (2), (3) and (4) being
     referred to as a "Restricted Payment");

if at the time of such Restricted Payment or immediately after giving effect
thereto:

          (1)  a Default or an Event of Default shall have occurred and be
     continuing; or

          (2)  the Company is not able to incur at least $1.00 of additional
     Indebtedness (other than Permitted Indebtedness) in compliance with the
     covenant described under "Limitation on Incurrence of Additional
     Indebtedness"; or

          (3)  the aggregate amount of Restricted Payments (including such
     proposed Restricted Payment) made subsequent to April 16, 2003 (the amount
     expended for such purposes, if other than in cash, being the fair market
     value of such property as determined reasonably and in good faith by the
     Board of Directors of the Company (or if prior to the Issue Date, by the
     Board of Directors of TSI)) shall exceed the sum of, without duplication:

             (a)  50% of the cumulative Consolidated Net Income (or if
        cumulative Consolidated Net Income shall be a loss, minus 100% of such
        loss) of the Company earned subsequent to the end of the fiscal quarter
        immediately prior to April 16, 2003 (determined as if the Company owned
        TSI for all periods prior to the Issue Date) and on or prior to the end
        of the most recently ended fiscal quarter for which internal financial
        statements are available as of the date the Restricted Payment occurs
        (treating such period as a single accounting period), plus

             (b)  100% of the aggregate net cash proceeds received by the
        Company from any Person (other than a Subsidiary of the Company) from
        the issuance and sale subsequent to April 16, 2003 and on or prior to
        the date the Restricted Payment occurs of Qualified Capital Stock of the
        Company (or if prior to the Issue Date, Qualified Capital Stock of TSI),
        plus

             (c)  without duplication of any amounts included in clause (3)(b)
        above, 100% of the aggregate net cash proceeds of any equity
        contribution received by the Company from a holder of the Company's
        Capital Stock subsequent to April 16, 2003 (or if prior to the Issue
        Date, received by TSI from a holder of TSI's Capital Stock) and on or
        prior to the date the Restricted Payment occurs, plus

             (d)  without duplication, an amount equal to the sum of

                  (x)  the net reduction in Investments in Unrestricted
        Subsidiaries resulting from dividends, repayments of loans or advances
        or other transfers of assets by any Unrestricted Subsidiary to the
        Company or any Restricted Subsidiary or the receipt of proceeds by the
        Company or any Restricted Subsidiary from the sale or other disposition
        of any portion of the Capital Stock of any Unrestricted Subsidiary, in
        each case occurring subsequent to April 16, 2003 and

                  (y)  the consolidated net Investments on the date of
        Revocation made by the Company or any of its Restricted Subsidiaries in
        any Subsidiary of the Company that has been designated an Unrestricted
        Subsidiary after April 16, 2003 upon its
                                        74


        redesignation as a Restricted Subsidiary in accordance with the covenant
        described under "-- Limitation on Designations of Unrestricted
        Subsidiaries."

     Notwithstanding the foregoing, the provisions set forth in the immediately
preceding paragraph do not prohibit:

          (1)  the payment of any dividend or redemption payment within 60 days
     after the date of declaration of such dividend or the mailing of such
     irrevocable redemption notice if the dividend or redemption payment, as the
     case may be, would have been permitted on the date of declaration or the
     date of mailing of such notice;

          (2)  if no Default or Event of Default shall have occurred and be
     continuing, the acquisition of any shares of Capital Stock of the Company,
     either

             (a)  solely in exchange for shares of Qualified Capital Stock of
        the Company or

             (b)  through the application of net proceeds of a substantially
        concurrent sale for cash (other than to a Restricted Subsidiary of the
        Company) of shares of Qualified Capital Stock of the Company;

          (3)  if no Default or Event of Default shall have occurred and be
     continuing, the acquisition of any Indebtedness of the Company that is
     subordinate or junior in right of payment to the Notes either

             (a)  solely in exchange for shares of Qualified Capital Stock of
        the Company, or

             (b)  through the application of net proceeds of a substantially
        concurrent sale for cash (other than to a Restricted Subsidiary of the
        Company) of

                (x)  shares of Qualified Capital Stock of the Company or

                (y)  Refinancing Indebtedness;

          (4)  if no Default or Event of Default shall have occurred and be
     continuing, repurchases by the Company of Capital Stock of the Company or
     options or warrants to purchase Capital Stock of the Company, stock
     appreciation rights or any similar equity interest in the Company from
     consultants, directors, officers and employees of the Company or any of its
     Subsidiaries or their authorized representatives upon the death,
     disability, retirement or termination of employment of such consultants,
     directors, officers or employees in an aggregate amount not to exceed
     $750,000 in any calendar year plus the amount of any proceeds received
     under key-man life insurance policies that are used to make such payments;

          (5)  if no Default shall have occurred and be continuing, the
     purchase, redemption, defeasance or other acquisition or retirement of
     Indebtedness of the Company that is subordinate or junior in right of
     payment to the Notes in connection with an asset sale net proceeds amount
     offer or change of control offer after complying with the covenants set
     forth under "-- Limitation on Asset Sales" and "-- Change of Control";

          (6)  if no Default or Event of Default shall have occurred and be
     continuing, Restricted Payments in an aggregate amount not to exceed $10.0
     million; and

          (7)  any payments made in furtherance of the Transactions with the net
     proceeds received by the Company from the sale of the Notes on the Issue
     Date.

In determining the aggregate amount of Restricted Payments made subsequent to
April 16, 2003 in accordance with clause (3) of the second preceding paragraph,
amounts expended pursuant to clauses (1) , (2)(b), (3)(b)(x), (4) and (6) of the
immediately preceding paragraph shall be included in such calculation.

                                        75


     Limitation on Asset Sales.  The Company will not, and will not permit any
of its Restricted Subsidiaries to, consummate an Asset Sale unless:

          (1)  the Company or the applicable Restricted Subsidiary, as the case
     may be, receives consideration at the time of such Asset Sale at least
     equal to the fair market value of the assets sold or otherwise disposed of
     (as determined in good faith by the Board of Directors of the Company);

          (2)  at least 75% of the consideration received by the Company or its
     Restricted Subsidiary, as the case may be, from such Asset Sale shall be in
     the form of cash or Cash Equivalents and shall be received at the time of
     such disposition; provided, however, that the amount of:

             (a)  any liabilities (as shown on the Company's or such Restricted
        Subsidiary's most recent balance sheet or the notes thereto) of the
        Company or any Restricted Subsidiary (other than liabilities that are by
        their terms subordinated to the Notes) that are assumed by the
        transferee in such Asset Sale and from which the Company or such
        Restricted Subsidiary is released and

             (b)  any notes, securities or other obligations received by the
        Company or by any such Restricted Subsidiary from such transferee that
        are immediately converted by the Company or by such Restricted
        Subsidiary into cash or Cash Equivalents (to the extent of the cash or
        Cash Equivalents received),

        shall be deemed to be cash for the purposes of this provision;

          (3) upon the consummation of an Asset Sale, the Company shall apply,
     or cause such Restricted Subsidiary to apply, the Net Cash Proceeds
     relating to such Asset Sale within 360 days of receipt thereof either:

             (a) to pay (i) Indebtedness under the Credit Agreement (and, in the
        case of any such Indebtedness under any revolving credit facility,
        effect a corresponding permanent reduction in the availability under
        such revolving credit facility) or other Indebtedness ranking pari passu
        with the Notes; provided, however, that if the Company repays such other
        pari passu Indebtedness it must make an equal and ratable offer to all
        holders of Notes as provided in the following paragraph, or (ii) in the
        case of an Asset Sale by a Restricted Subsidiary, Indebtedness of such
        Restricted Subsidiary,

             (b) to make an investment in properties and assets that replace the
        properties and assets that were the subject of such Asset Sale or in
        properties and assets that will be used in the business of the Company
        and its Restricted Subsidiaries as existing on the Issue Date or in
        businesses reasonably related thereto ("Replacement Assets") or

             (c) a combination of prepayment and investment permitted by the
        foregoing clauses (3)(a) and (3)(b).

     On the 361st day after an Asset Sale or such earlier date, if any, as the
Board of Directors of the Company or of such Restricted Subsidiary determines
not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in
clauses (3)(a), (3)(b) and (3)(c) of the next preceding paragraph (each, a "Net
Proceeds Offer Trigger Date"), such aggregate amount of Net Cash Proceeds that
have not been applied on or before such Net Proceeds Offer Trigger Date as
permitted in clauses (3)(a), (3)(b) and (3)(c) of the next preceding paragraph
(each a "Net Proceeds Offer Amount") shall be applied by the Company or such
Restricted Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on
a date not less than 45 nor more than 60 days following the applicable Net
Proceeds Offer Trigger Date, the maximum Accreted Value of Notes and principal
amount of other Indebtedness of the Company that ranks pari passu in right of
payment with the Notes (to the extent required by the
                                        76


instrument governing such other Indebtedness), that may be purchased out of the
Net Proceeds Offer Amount; provided, however, notwithstanding the foregoing, in
the case of an Asset Sale by a Restricted Subsidiary of the Company, the Company
shall not be required to make a Net Proceeds Offer to the extent such Restricted
Subsidiary is not permitted pursuant to its outstanding Indebtedness to make a
Restricted Payment to the Company. Any Notes and other Indebtedness to be
purchased pursuant to a Net Proceeds Offer shall be purchased pro rata based on
the aggregate principal amount of Notes and such other Indebtedness outstanding
and all Notes shall be purchased at an offer price in cash in an amount equal to
100% of the Accreted Value thereof, plus accrued and unpaid interest to the date
of purchase.

     The Company may defer the Net Proceeds Offer until there is an aggregate
unutilized Net Proceeds Offer Amount equal to or in excess of $10.0 million
resulting from one or more Asset Sales (at which time, the entire unutilized Net
Proceeds Offer Amount, not just the amount in excess of $10.0 million, shall be
applied as required pursuant to the preceding paragraph).

     In the event of the transfer of substantially all (but not all) of the
property and assets of the Company and its Restricted Subsidiaries as an
entirety to a Person in a transaction permitted under "-- Merger, Consolidation
and Sale of Assets," the successor corporation shall be deemed to have sold the
properties and assets of the Company and its Restricted Subsidiaries not so
transferred for purposes of this covenant, and shall comply with the provisions
of this covenant with respect to such deemed sale as if it were an Asset Sale.
In addition, the fair market value of such properties and assets of the Company
or its Restricted Subsidiaries deemed to be sold shall be deemed to be Net Cash
Proceeds for purposes of this covenant.

     Notwithstanding the four immediately preceding paragraphs, the Company and
its Restricted Subsidiaries will be permitted to consummate an Asset Sale
without complying with such paragraphs to the extent:

          (1) at least 75% of the consideration for such Asset Sale constitutes
     Replacement Assets; and

          (2) such Asset Sale is for fair market value;

provided that any consideration not constituting Replacement Assets received by
the Company or any of its Restricted Subsidiaries in connection with any Asset
Sale permitted to be consummated under this paragraph shall constitute Net Cash
Proceeds subject to the provisions of the four preceding paragraphs.

     Each Net Proceeds Offer will be mailed to the record Holders as shown on
the register of Holders within 30 days following the Net Proceeds Offer Trigger
Date, with a copy to the Trustee, and shall comply with the procedures set forth
in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may
elect to tender their Notes in whole or in part in integral multiples of $1,000
principal amount at maturity in exchange for cash. To the extent Holders
properly tender Notes in an amount exceeding the Net Proceeds Offer Amount,
Notes of tendering Holders will be purchased on a pro rata basis (based on
amounts tendered). A Net Proceeds Offer shall remain open for a period of 20
business days or such longer period as may be required by law.

     The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with the "Asset Sale"
provisions of the Indenture, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under the "Asset Sale" provisions of the Indenture by virtue
thereof.

                                        77


     Limitation on Dividend and Other Payment Restrictions Affecting
Subsidiaries.  The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary to:

          (1) pay dividends or make any other distributions on or in respect of
     its Capital Stock;

          (2) make loans or advances or to pay any Indebtedness or other
     obligation owed to the Company or any other Restricted Subsidiary; or

          (3) transfer any of its property or assets to the Company or any other
     Restricted Subsidiary,

in each case except for such encumbrances or restrictions existing under or by
reason of:

             (a) applicable law;

             (b) the Indenture, the Notes, the Existing TSI Indenture as in
        effect on the Issue Date and the Existing TSI Notes and the guarantees
        thereof;

             (c) customary non-assignment provisions of any contract or any
        lease governing a leasehold interest of any Restricted Subsidiary;

             (d) any instrument governing Acquired Indebtedness, which
        encumbrance or restriction is not applicable to any Person, or the
        properties or assets of any Person, other than the Person or the
        properties or assets of the Person so acquired (including, but not
        limited to, such Person's direct and indirect Subsidiaries);

             (e) agreements existing on the Issue Date (other than the Credit
        Agreement) to the extent and in the manner such agreements are in effect
        on the Issue Date;

             (f) the Credit Agreement or an agreement governing any other
        Indebtedness of the Company or any Restricted Subsidiary permitted to be
        incurred under the Indenture; provided that either (y) with respect to
        any agreement governing such other Indebtedness, the provisions relating
        to such encumbrance or restriction are no less favorable to the Company
        in any material respect than the provisions contained in the Credit
        Agreement as in effect on the Issue Date or (z) any encumbrance or
        restriction contained in such other Indebtedness does not prohibit
        (except upon a default or event of default thereunder) the payment of
        dividends or the making of loans or advances in an amount sufficient, as
        determined by our Board of Directors in its reasonable and good faith
        judgment (including the use of reasonable projections of future
        operating performance), to make scheduled payments of cash interest on
        the Notes;

             (g) restrictions on the transfer of assets subject to any Lien
        permitted under the Indenture imposed by the holder of such Lien;

             (h) restrictions imposed by any agreement to sell assets or Capital
        Stock permitted under the Indenture to any Person pending the closing of
        such sale;

             (i) customary provisions in joint venture agreements and other
        similar agreements in each case relating solely to the respective joint
        venture or similar entity or to the equity interest therein;

             (j) customary provisions imposed by agreements governing
        Indebtedness of a Foreign Restricted Subsidiary permitted to be incurred
        under the Indenture to the extent that such encumbrance or restriction
        relates solely to the respective Foreign Restricted Subsidiary; and

             (k) an agreement governing Indebtedness incurred to Refinance the
        Indebtedness issued, assumed or incurred pursuant to an agreement
        referred to in clause (b) and

                                        78


        (d) through (g) above; provided, however, that the provisions relating
        to such encumbrance or restriction contained in any such Indebtedness
        are no less favorable to the Company in any material respect as
        determined by the Board of Directors of the Company in its reasonable
        and good faith judgment than the provisions relating to such encumbrance
        or restriction contained in agreements referred to in such clause (b)
        and (d) through (g) above.

     Limitation on Preferred Stock of Restricted Subsidiaries.  The Company will
not permit any of its Restricted Subsidiaries to issue any Preferred Stock
(other than to the Company or to a Wholly Owned Restricted Subsidiary) or permit
any Person (other than the Company or a Wholly Owned Restricted Subsidiary) to
own any Preferred Stock of any Restricted Subsidiary.

     Limitation of Guarantees by Restricted Subsidiaries.  The Company will not
permit any of its Restricted Subsidiaries, directly or indirectly, by way of the
pledge of any intercompany note or otherwise, to assume, guarantee or in any
other manner become liable with respect to any Indebtedness of the Company
(other than Indebtedness represented by any guarantees (including through the
pledge of intercompany notes or otherwise) of Indebtedness under the Credit
Agreement and the Existing TSI Notes), unless, in any such case (a) such
Restricted Subsidiary executes and delivers a supplemental indenture to the
Indenture, providing a Guarantee and (b) if any such assumption, guarantee or
other liability of such Restricted Subsidiary is provided in respect of
Indebtedness that is expressly subordinated to the Notes, the guarantee or other
instrument provided by such Restricted Subsidiary in respect of such
subordinated Indebtedness shall be subordinated to the Guarantee substantially
to the same extent as such Indebtedness is subordinated to the Notes. This
covenant shall not apply to guarantees by Restricted Subsidiaries of
Indebtedness of Restricted Subsidiaries.

     Notwithstanding the foregoing, any such Guarantee by a Restricted
Subsidiary of the Notes shall provide by its terms that it shall be
automatically and unconditionally released and discharged, without any further
action required on the part of the Trustee or any Holder, upon: (i) the
unconditional release of such Restricted Subsidiary from its liability in
respect of the Indebtedness in connection with which such Guarantee was executed
and delivered pursuant to the preceding paragraph or (ii) any sale or other
disposition (by merger or otherwise) to any Person which is not a Restricted
Subsidiary of the Company of all of the Company's Capital Stock in, or all or
substantially all of the assets of, such Restricted Subsidiary; provided that
(a) such sale or disposition of such Capital Stock or assets is otherwise in
compliance with the terms of the Indenture and (b) such assumption, guarantee or
other liability of such Restricted Subsidiary has been released by the holders
of the other Indebtedness so guaranteed.

     Limitation on Liens.  The Company will not, directly or indirectly, create,
incur, assume or permit or suffer to exist any Liens upon any property or assets
of the Company (excluding property, assets and Capital Stock of Restricted
Subsidiaries to secure Indebtedness of Restricted Subsidiaries) whether owned on
the Issue Date or acquired after the Issue Date, or any proceeds therefrom, or
assign or otherwise convey any right to receive income or profits therefrom
unless:

          (1) in the case of Liens securing Subordinated Indebtedness, the Notes
     are secured by a Lien on such property, assets or proceeds that is senior
     in priority to such Liens; and

          (2) in all other cases, the Notes are secured on an equal and ratable
     basis, except for

             (a) Liens existing as of the Issue Date to the extent and in the
        manner such Liens are in effect on the Issue Date;

             (b) (x) Liens securing Indebtedness permitted by clauses (2) and
        (15) of the definition of Permitted Indebtedness and (y) Liens securing
        Indebtedness permitted by the covenant described under "-- Limitation on
        Additional Indebtedness" (other than Indebtedness permitted by clauses
        (2) and (15) of the definition of Permitted Indebtedness); provided that
        such Indebtedness and all other Indebtedness secured by
                                        79


        Liens permitted by this clause (y) shall, at the time such Indebtedness
        is incurred and after giving effect to such incurrence, not exceed an
        aggregate principal amount equal to the difference between (i) 1.25
        times Consolidated EBITDA of the Company for the most recently ended
        four fiscal quarters for which internal financial statements are
        available and (ii) the amount of Indebtedness then outstanding under
        clauses (2) and (15) of the definition of Permitted Indebtedness;

             (c) Liens securing the Notes;

             (d) Liens of the Company on assets of any Restricted Subsidiary of
        the Company;

             (e) Liens securing Refinancing Indebtedness that is incurred to
        Refinance any Indebtedness that has been secured by a Lien permitted
        under the Indenture and that has been incurred in accordance with the
        provisions of the Indenture; provided, however, that such Liens

                (x) are no less favorable to the Holders and are not more
           favorable to the lienholders with respect to such Liens, in each case
           in any material respect, than the Liens in respect of the
           Indebtedness being Refinanced; and

                (y) do not extend to or cover any property or assets of the
           Company not securing the Indebtedness so Refinanced,

             (f) Liens in favor of the Company; and

             (g) Permitted Liens.

     Merger, Consolidation and Sale of Assets.  The Company will not, in a
single transaction or series of related transactions, consolidate or merge with
or into any Person, or sell, assign, transfer, lease, convey or otherwise
dispose of (or cause or permit any Restricted Subsidiary to sell, assign,
transfer, lease, convey or otherwise dispose of) all or substantially all of the
Company's assets (determined on a consolidated basis for the Company and its
Restricted Subsidiaries) whether as an entirety or substantially as an entirety
to any Person unless:

          (1) either:

             (a) the Company will be the surviving or continuing corporation or

             (b) the Person (if other than the Company) formed by such
        consolidation or into which the Company is merged or the Person which
        acquires by sale, assignment, transfer, lease, conveyance or other
        disposition of properties and assets of the Company and of its
        Restricted Subsidiaries substantially as an entirety (the "Surviving
        Entity")

                (x) will be a corporation organized and validly existing under
           the laws of the United States or any State thereof or the District of
           Columbia and

                (y) will expressly assume, by supplemental indenture (in form
           and substance satisfactory to the Trustee), executed and delivered to
           the Trustee, the due and punctual payment of the principal of, and
           premium, if any, and interest on all of the Notes and the performance
           of every covenant of the Notes, the Indenture and the Registration
           Rights Agreement on the part of the Company to be performed or
           observed;

          (2) immediately after giving effect to such transaction and the
     assumption contemplated by clause (1)(b)(y) above (including giving effect
     to any Indebtedness and Acquired Indebtedness incurred or anticipated to be
     incurred in connection with or in respect of such transaction), the Company
     or such Surviving Entity, as the case may be, shall be able to incur at
     least $1.00 of additional Indebtedness (other than Permitted

                                        80


     Indebtedness) pursuant to clause (i) of the covenant described under
     "-- Limitation on Incurrence of Additional Indebtedness";

          (3) immediately before and immediately after giving effect to such
     transaction and the assumption contemplated by clause (1)(b)(y) above
     (including, without limitation, giving effect to any Indebtedness and
     Acquired Indebtedness incurred or anticipated to be incurred and any Lien
     granted in connection with or in respect of the transaction), no Default or
     Event of Default shall have occurred or be continuing; and

          (4) the Company or the Surviving Entity shall have delivered to the
     Trustee an officers' certificate and an opinion of counsel, each stating
     that such consolidation, merger, sale, assignment, transfer, lease,
     conveyance or other disposition and, if a supplemental indenture is
     required in connection with such transaction, such supplemental indenture
     complies with the applicable provisions of the Indenture and that all
     conditions precedent in the Indenture relating to such transaction have
     been satisfied:

     For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries the Capital Stock of which constitutes all or substantially all of
the properties and assets of the Company, will be deemed to be the transfer of
all or substantially all of the properties and assets of the Company.

     The Indenture provides that upon any consolidation, combination or merger
or any transfer of all or substantially all of the assets of the Company in
accordance with the foregoing, in which the Company is not the continuing
corporation, the Surviving Entity shall succeed to, and be substituted for, and
may exercise every right and power of, the Company under the Indenture and the
Notes with the same effect as if such Surviving Entity had been named as such.

     Limitations on Transactions with Affiliates.

          (1) The Company will not, and will not permit any of its Restricted
     Subsidiaries to, directly or indirectly, enter into or permit to exist any
     transaction or series of related transactions (including, without
     limitation, the purchase, sale, lease or exchange of any property or the
     rendering of any service) with, or for the benefit of, any of its
     Affiliates (each an "Affiliate Transaction"), other than:

             (a) Affiliate Transactions permitted under paragraph (2) below and

             (b) Affiliate Transactions on terms that are no less favorable than
        those that might reasonably have been obtained in a comparable
        transaction at such time on an arm's-length basis from a Person that is
        not an Affiliate of the Company or such Restricted Subsidiary.

     All Affiliate Transactions (and each series of related Affiliate
Transactions which are similar or part of a common plan) involving aggregate
payments or other property with a fair market value in excess of $2.5 million
will be approved by the Board of Directors of the Company or such Restricted
Subsidiary, as the case may be, such approval to be evidenced by a Board
Resolution stating that such Board of Directors has determined that such
transaction complies with the foregoing provisions. If the Company or any
Restricted Subsidiary enters into an Affiliate Transaction (or a series of
related Affiliate Transactions related to a common plan) that involves an
aggregate fair market value of more than $10.0 million, the Company or such
Restricted Subsidiary, as the case may be, will, prior to the consummation
thereof, obtain an opinion from an Independent Financial Advisor stating that
such transaction or series of related transactions are fair to the Company or to
the relevant Restricted Subsidiary, as the case may be, from a financial point
of view.

                                        81


          (2) The restrictions set forth in clause (1) shall not apply to:

             (a) reasonable fees and compensation paid to and indemnity provided
        on behalf of, our officers, directors, employees or consultants or those
        of any Restricted Subsidiary as determined in good faith by the
        Company's Board of Directors or senior management,

             (b) transactions exclusively between or among the Company and any
        of its Restricted Subsidiaries or exclusively between or among such
        Restricted Subsidiaries; provided such transactions are not otherwise
        prohibited by the Indenture,

             (c) Restricted Payments and Permitted Investments permitted by the
        Indenture and

             (d) management or advisory fees to BRS Group or its affiliates in
        accordance with the terms of the Management Agreement as in effect on
        the Issue Date or as the same may be modified or amended; provided,
        however, that such modification or amendment cannot provide for the
        annual payment of such fees in an amount in excess of 1.5% of
        Consolidated EBITDA for the immediately preceding fiscal year.

     Reports to Holders.  Whether or not required by the rules and regulations
of the Commission, so long as any Notes are outstanding, the Company will
furnish the holders of Notes, with a copy to the Trustee:

          (1) all quarterly and annual financial information that would be
     required to be contained in a filing with the Commission on Forms 10-Q and
     10-K if the Company were required to file such Forms, including a
     "Management's Discussion and Analysis of Financial Condition and Results of
     Operations" that describes the financial condition and results of
     operations of the Company and its consolidated Subsidiaries (showing in
     reasonable detail, either on the face of the financial statements or in the
     footnotes thereto and in Management's Discussion and Analysis of Financial
     Condition and Results of Operations, the financial condition and results of
     operations of the Company and its Restricted Subsidiaries separate from the
     financial condition and results of operations of the Unrestricted
     Subsidiaries of the Company, if any) and, with respect to the annual
     information only, a report thereon by the Company's certified independent
     accountants; and

          (2) the information that would be required to be included in all
     current reports that would be required to be filed with the Commission on
     Form 8-K if the Company were required to file such reports, in each case
     within the time periods specified in the Commission's rules and
     regulations.

     In addition, following the consummation of the exchange offer contemplated
by the Registration Rights Agreement, whether or not required by the rules and
regulations of the Commission, the Company will file a copy of all such
information and reports with the Commission for public availability within the
time periods specified in the Commission's rules and regulations (unless the
Commission will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. In addition, the
Company has agreed that, for so long as any Notes remain outstanding, it will
furnish to the Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

     Limitation on Designations of Unrestricted Subsidiaries.  The Company may
designate any Subsidiary of the Company (other than a Subsidiary of the Company
that owns Capital Stock of a Restricted Subsidiary) as an "Unrestricted
Subsidiary" under the Indenture (a "Designation") only if:

          (1) no Default shall have occurred and be continuing at the time of or
     after giving effect to such Designation; and
                                        82


          (2) the Company would be permitted under the Indenture to make an
     Investment at the time of Designation (assuming the effectiveness of such
     Designation) in an amount (the "Designation Amount") equal to the sum of:

             (a) the fair market value of the Capital Stock of such Subsidiary
        owned by the Company and its Restricted Subsidiaries on such date and

             (b) the aggregate amount of other Investments of the Company and
        its Restricted Subsidiaries in such Subsidiary on such date; and

          (3) the Company would be permitted to incur $1.00 of additional
     Indebtedness (other than Permitted Indebtedness) pursuant to the covenant
     described under "-- Limitation on Incurrence of Additional Indebtedness" at
     the time of Designation (assuming the effectiveness of such Designation).

     In the event of any such Designation, the Company shall be deemed to have
made an Investment constituting a Restricted Payment pursuant to the covenant
described under -- Limitation on Restricted Payments" for all purposes of the
Indenture in the Designation Amount. The Indenture will further provide that the
Company shall not, and shall not permit any Restricted Subsidiary to, at any
time:

          (1) provide direct or indirect credit support for or a guarantee of
     any Indebtedness of any Unrestricted Subsidiary (including of any
     undertaking, agreement or instrument evidencing such Indebtedness); or

          (2) be directly or indirectly liable for any Indebtedness of any
     Unrestricted Subsidiary.

     The Indenture further provides that the Company may revoke any Designation
of a Subsidiary as an Unrestricted Subsidiary (a "Revocation"), whereupon such
Subsidiary shall then constitute a Restricted Subsidiary, if:

          (1) no Default shall have occurred and be continuing at the time of
     and after giving effect to such Revocation; and

          (2) all Liens and Indebtedness of such Unrestricted Subsidiary
     outstanding immediately following such Revocation would, if incurred at
     such time, have been permitted to be incurred for all purposes of the
     Indenture.

     All Designations and Revocations must be evidenced by Board Resolutions of
the Company certifying compliance with the foregoing provisions.

     Payments for Consent.  The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of the Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

EVENTS OF DEFAULT

     The following events are defined in the Indenture as "Events of Default":

          (1) the failure to pay interest on any Note when the same becomes due
     and payable and the default continues for a period of 30 days;

          (2) the failure to pay the principal of any Note, when such principal
     becomes due and payable, at maturity, upon redemption or otherwise
     (including the failure to make a payment to purchase Notes tendered
     pursuant to a Change of Control Offer or a Net Proceeds Offer) on the date
     specified for such payment in the applicable offer to purchase;
                                        83


          (3) a default in the observance or performance of any other covenant
     or agreement contained in the Indenture which default continues for a
     period of 30 days after the Company receives written notice specifying the
     default (and demanding that such default be remedied) from the Trustee or
     the Holders of at least 25% of the outstanding principal amount of the
     Notes (except in the case of a default with respect to the covenant
     described under "-- Certain Covenants -- Merger, Consolidation and Sale of
     Assets," which will constitute an Event of Default with such notice
     requirement but without such passage of time requirement);

          (4) the failure to pay at final stated maturity (giving effect to any
     applicable grace periods and any extensions thereof) the principal amount
     of any Indebtedness of the Company or any Restricted Subsidiary, or the
     acceleration of the final stated maturity of any such Indebtedness (which
     acceleration is not rescinded, annulled or otherwise cured within 20 days
     of receipt by the Company or such Restricted Subsidiary of notice of any
     such acceleration) if the aggregate principal amount of such Indebtedness,
     together with the principal amount of any other such Indebtedness in
     default for failure to pay principal at final maturity or which has been
     accelerated (in each case with respect to which the 20-day period described
     above has passed), aggregates $5.0 million or more at any time;

          (5) one or more judgments in an aggregate amount in excess of $5.0
     million (to the extent not covered by insurance) shall have been rendered
     against the Company or any of its Significant Subsidiaries and such
     judgments remain undischarged, unpaid or unstayed for a period of 60 days
     after such judgment or judgments become final and nonappealable; or

          (6) certain events of bankruptcy affecting the Company or any of its
     Significant Subsidiaries.

     If an Event of Default (other than an Event of Default specified in clause
(6) above relating to the Company) shall occur and be continuing, the Trustee or
the Holders of at least 25% in principal amount at maturity of outstanding Notes
may declare the Accreted Value of and accrued and unpaid interest, if any, on
all the Notes to be due and payable by notice in writing to the Company and the
Trustee specifying the respective Event of Default and that it is a "notice of
acceleration", and the same shall become immediately due and payable. If an
Event of Default specified in clause (6) above relating to the Company occurs
and is continuing, then all unpaid Accreted Value of, and premium, if any, and
accrued and unpaid interest, if any, on all of the outstanding Notes shall ipso
facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holder.

     The Indenture provides that, at any time after a declaration of
acceleration with respect to the Notes as described in the preceding paragraph,
the Holders of a majority in principal amount at maturity of the Notes may
rescind and cancel such declaration and its consequences:

          (1) if the rescission would not conflict with any judgment or decree;

          (2) if all existing Events of Default have been cured or waived except
     nonpayment of principal or interest that has become due solely because of
     the acceleration;

          (3) to the extent the payment of such interest is lawful, interest on
     overdue installments of interest and overdue principal, which has become
     due otherwise than by such declaration of acceleration, has been paid;

          (4) if the Company has paid the Trustee its reasonable compensation
     and reimbursed the Trustee for its expenses, disbursements and advances;
     and

          (5) in the event of the cure or waiver of an Event of Default of the
     type described in clause (6) of the description above of Events of Default,
     the Trustee shall have received an officers' certificate and an opinion of
     counsel stating that such Event of Default has been cured or waived.
                                        84


     No such rescission shall affect any subsequent Default or impair any right
consequent thereto.

     The Holders of a majority in principal amount at maturity of the Notes may
waive any existing Default or Event of Default under the Indenture, and its
consequences, except a default in the payment of the principal of or interest on
any Notes.

     Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture and under the TIA. Subject to the provisions of the
Indenture relating to the duties of the Trustee, the Trustee is under no
obligation to exercise any of its rights or powers under the Indenture at the
request, order or direction of any of the Holders, unless such Holders have
offered to the Trustee reasonable indemnity. Subject to all provisions of the
Indenture and applicable law, the Holders of a majority in aggregate principal
amount at maturity of the then outstanding Notes have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or exercising any trust or power conferred on the Trustee.

     Under the Indenture, the Company is required to provide an officers'
certificate to the Trustee promptly upon any such officer obtaining knowledge of
any Default or Event of Default (provided that such officers shall provide such
certification at least annually whether or not they know of any Default or Event
of Default) that has occurred and, if applicable, describe such Default or Event
of Default and the status thereof.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     The Company may, at its option and at any time, elect to have its
obligations and the obligations of the Guarantors (if any) discharged with
respect to the outstanding Notes ("Legal Defeasance"). Such Legal Defeasance
means that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by the outstanding Notes, except for:

          (1) the rights of Holders to receive payments in respect of the
     principal of, premium, if any, and interest on the Notes when such payments
     are due;

          (2) the Company's obligations with respect to the Notes concerning

             - issuing temporary Notes,

             - registration of Notes,

             - mutilated, destroyed, lost or stolen Notes and

             - the maintenance of an office or agency for payments;

          (3) the rights, powers, trust, duties and immunities of the Trustee
     and our obligations in connection therewith; and

          (4) the Legal Defeasance provisions of the Indenture.

     In addition, the Company may, at its option and at any time, elect to have
the obligations of the Company released with respect to certain covenants that
are described in the Indenture ("Covenant Defeasance") and thereafter any
omission to comply with such obligations shall not constitute a Default or an
Event of Default with respect to the Notes. In the event Covenant Defeasance
occurs, certain events (not including non-payment, bankruptcy, receivership,
reorganization and insolvency events) described under "Events of Default" will
no longer constitute an Event of Default with respect to the Notes.

                                        85


     In order to exercise either Legal Defeasance or Covenant Defeasance,

          (1) the Company must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders cash in U.S. dollars, non-callable U.S.
     government obligations, or a combination thereof, in such amounts as will
     be sufficient, in the opinion of a nationally recognized firm of
     independent public accountants, to pay the principal of, premium, if any,
     and interest on the Notes on the stated date for payment thereof or on the
     applicable redemption date, as the case may be;

          (2) in the case of Legal Defeasance, the Company shall have delivered
     to the Trustee an opinion of counsel in the United States reasonably
     acceptable to the Trustee confirming that

             (a) the Company has received from, or there has been published by,
        the Internal Revenue Service a ruling or

             (b) since the date of the Indenture, there has been a change in the
        applicable federal income tax law,

     in either case to the effect that, and based thereon such opinion of
     counsel shall confirm that, the Holders will not recognize income, gain or
     loss for federal income tax purposes as a result of such Legal Defeasance
     and will be subject to federal income tax on the same amounts, in the same
     manner and at the same times as would have been the case if such Legal
     Defeasance had not occurred;

          (3) in the case of Covenant Defeasance, the Company shall have
     delivered to the Trustee an opinion of counsel in the United States
     reasonably acceptable to the Trustee confirming that the Holders will not
     recognize income, gain or loss for federal income tax purposes as a result
     of such Covenant Defeasance and will be subject to federal income tax on
     the same amounts, in the same manner and at the same times as would have
     been the case if such Covenant Defeasance had not occurred;

          (4) no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit (other than a Default or an Event of
     Default resulting from the borrowing of funds to be applied to such deposit
     and the grant of any Lien securing such borrowings);

          (5) such Legal Defeasance or Covenant Defeasance shall not result in a
     breach or violation of, or constitute a default under, the Indenture (other
     than a Default or an Event of Default resulting from the borrowing of funds
     to be applied to such deposit and the grant of any Lien securing such
     borrowings) or any other material agreement or instrument to which the
     Company or any of its Subsidiaries is a party or by which the Company or
     any of its Subsidiaries is bound;

          (6) the Company shall have delivered to the Trustee an officers'
     certificate stating that the deposit was not made by the Company with the
     intent of preferring the Holders over any other creditors of the Company or
     with the intent of defeating, hindering, delaying or defrauding any other
     creditors of the Company or others;

          (7) the Company shall have delivered to the Trustee an officers'
     certificate and an opinion of counsel, each stating that all conditions
     precedent provided for or relating to the Legal Defeasance or the Covenant
     Defeasance have been complied with;

          (8) the Company shall have delivered to the Trustee an opinion of
     counsel to the effect that, assuming no intervening bankruptcy of the
     Company between the date of deposit and the 91st day following the date of
     deposit and that no Holder is an insider of the Company, after the 91st day
     following the date of deposit, the trust funds will not be subject to the
     effect of any applicable bankruptcy, insolvency, reorganization or similar
     laws affecting creditors' rights generally; and

                                        86


          (9) certain other customary conditions precedent are satisfied.

     Notwithstanding the foregoing, the opinion of counsel required by clauses
(2)(a) and (3) above need not be delivered if all the Notes not theretofore
delivered to the Trustee for cancellation:

          (1) have become due and payable;

          (2) will become due and payable on the maturity date within one year;
     or

          (3) are to be called for redemption within one year under arrangements
     satisfactory to the Trustee for the giving of notice of redemption by such
     Trustee in the name, and at the expense, of the Company.

SATISFACTION AND DISCHARGE

     The Indenture will be discharged and will cease to be of further effect
(except as to surviving rights or registration of transfer or exchange of the
Notes, as expressly provided for in the Indenture) as to all Notes then
outstanding when:

          (1) either

             (a) all the Notes theretofore authenticated and delivered (except
        lost, stolen or destroyed Notes which have been replaced or paid and
        Notes for whose payment money has theretofore been deposited in trust or
        segregated and held in trust by the Company and thereafter repaid to the
        Company or discharged from such trust) have been delivered to the
        Trustee for cancellation, or

             (b) all Notes not theretofore delivered to the Trustee for
        cancellation have become due and payable or will be due and payable
        within one year and the Company has irrevocably deposited or caused to
        be deposited with the Trustee funds in an amount sufficient to pay and
        discharge the entire Indebtedness on the Notes not theretofore delivered
        to the Trustee for cancellation, for principal of, premium, if any, and
        interest on the Notes to the date of deposit together with irrevocable
        instructions from the Company directing the Trustee to apply such funds
        to the payment thereof at maturity or redemption, as the case may be;

          (2) the Company has paid all other sums payable by the Company under
     the Indenture; and

          (3) the Company has delivered to the Trustee an officers' certificate
     and an opinion of counsel stating that all conditions precedent under the
     Indenture relating to the satisfaction and discharge of the Indenture have
     been complied with.

MODIFICATION OF THE INDENTURE

     From time to time, the Company and the Trustee, without the consent of the
Holders, may amend the Indenture for certain specified purposes, including
curing ambiguities, defects or inconsistencies, so long as such change does not,
in the opinion of the Trustee, adversely affect the rights of any of the Holders
in any material respect. In formulating its opinion on such matters, the Trustee
will be entitled to rely on such evidence as it deems appropriate, including,
without limitation, solely on an opinion of counsel. Other modifications and
amendments of the Indenture may be made with the consent of the Holders of a
majority in principal amount at

                                        87


maturity of the then outstanding Notes issued under the Indenture, except that,
without the consent of each Holder affected thereby, no amendment may:

          (1) reduce the amount of Notes whose Holders must consent to an
     amendment;

          (2) reduce the rate of or change or have the effect of changing the
     time for payment of interest, including defaulted interest, on any Notes;

          (3) reduce the principal or Accreted Value of or change or have the
     effect of changing the fixed maturity of any Notes, or change the date on
     which any Notes may be subject to redemption or repurchase, or reduce the
     redemption or repurchase price therefor;

          (4) make any Notes payable in money other than that stated in the
     Notes;

          (5) make any change in provisions of the Indenture protecting the
     right of each Holder to receive payment of principal of and interest on
     such Note on or after the due date thereof or to bring suit to enforce such
     payment, or permitting Holders of a majority in principal amount at
     maturity of Notes to waive Defaults or Events of Default;

          (6) after the Company's obligation to purchase Notes arises under the
     Indenture, amend, change or modify in any material respect the obligation
     of the Company to make and consummate a Change of Control Offer in the
     event of a Change of Control or make and consummate a Net Proceeds Offer
     with respect to any Asset Sale that has been consummated or modify any of
     the provisions or definitions with respect thereto; or

          (7) modify or change any provision of the Indenture or the related
     definitions affecting the ranking of the Notes in a manner that adversely
     affects the Holders; provided, that ranking shall not be affected by the
     existence or lack thereof of a security interest or by priority with
     respect to a security interest.

GOVERNING LAW

     The Indenture provides that it, and the Notes, will be governed by, and
construed in accordance with, the laws of the State of New York but without
giving effect to applicable principles of conflicts of law to the extent that
the application of the law of another jurisdiction would be required thereby.

THE TRUSTEE

     The Indenture provides that, except during the continuance of an Event of
Default, the Trustee will perform only such duties as are specifically set forth
in the Indenture. During the existence of an Event of Default, the Trustee will
exercise such rights and powers vested in it by the Indenture, and use the same
degree of care and skill in its exercise as a prudent person would exercise or
use under the circumstances in the conduct of his own affairs.

     The Indenture and the provisions of the TIA contain certain limitations on
the rights of the Trustee, should it become a creditor of the Company or of a
Subsidiary of the Company, to obtain payments of claims in certain cases or to
realize on certain property received in respect of any such claim as security or
otherwise. Subject to the TIA, the Trustee will be permitted to engage in other
transactions; provided that if the Trustee acquires any conflicting interest as
described in the TIA, it must eliminate such conflict or resign.

CERTAIN DEFINITIONS

     Set forth below is a summary of certain of the defined terms used in the
Indenture. Reference is made to the Indenture for the full definition of all
such terms, as well as any other terms used herein for which no definition is
provided.

                                        88


     "Accreted Value" means, as of any date (the "Specified Date"), the amount
provided below for each $1,000 principal amount at maturity of Notes:

          (1) if the Specified Date occurs on one of the following dates (each,
     a "Semi-Annual Accrual Date"), the Accreted Value will equal the amount set
     forth below for such Semi-Annual Accrual Date:



SEMI-ANNUAL ACCRUAL DATE                               ACCRETED VALUE
------------------------                               --------------
                                                    
August 1, 2004.......................................    $  617.63
February 1, 2005.....................................    $  651.60
August 1, 2005.......................................    $  687.44
February 1, 2006.....................................    $  725.25
August 1, 2006.......................................    $  765.13
February 1, 2007.....................................    $  807.22
August 1, 2007.......................................    $  851.61
February 1, 2008.....................................    $  898.45
August 1, 2008.......................................    $  947.87
February 1, 2009.....................................    $1,000.00


          (2) if the Specified Date occurs before the first Semi-Annual Accrual
     Date, the Accreted Value will equal the sum of (A) the original issue price
     of a Note and (B) an amount equal to the product of (x) the Accreted Value
     for the first Semi-Annual Accrual Date less such original issue price
     multiplied by (y) a fraction, the numerator of which is the number of days
     from the Issue Date to the Specified Date, using a 360-day year of twelve
     30-day months, and the denominator of which is the number of days elapsed
     from the Issue Date to the first Semi-Annual Accrual Date, using a 360-day
     year of twelve 30-day months;

          (3) if the Specified Date occurs between two Semi-Annual Accrual
     Dates, the Accreted Value will equal the sum of (A) the Accreted Value for
     the Semi-Annual Accrual Date immediately preceding such Specified Date and
     (B) an amount equal to the product of (x) the Accreted Value for the
     immediately following Semi-Annual Accrual Date less the Accreted Value for
     the immediately preceding Semi-Annual Accrual Date multiplied by (y) a
     fraction, the numerator of which is the number of days from the immediately
     preceding Semi-Annual Accrual Date to the Specified Date, using a 360-day
     year of twelve 30-day months, and the denominator of which is 180; or

          (4) if the Specified Date occurs after the last Semi-Annual Accrual
     Date, the Accreted Value will equal $1,000.

     "Acquired Indebtedness" means Indebtedness of a Person or any of its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary or
at the time it merges or consolidates with the Company or any of its Restricted
Subsidiaries or assumed in connection with the acquisition of assets from such
Person and in each case not incurred by such Person in connection with, or in
anticipation or contemplation of, such Person becoming a Restricted Subsidiary
or such acquisition, merger or consolidation.

     "Affiliate" means, with respect to any specified Person, any other Person
who directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. The term
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative of the foregoing.

                                        89


     "Affiliate Transaction" has the meaning set forth under "-- Certain
Covenants -- Limitation on Transactions with Affiliates."

     "Asset Acquisition" means

          (1) an Investment by the Company or any Restricted Subsidiary in any
     other Person pursuant to which such Person shall become a Restricted
     Subsidiary or shall be merged with or into the Company or any Restricted
     Subsidiary; or

          (2) the acquisition by the Company or any Restricted Subsidiary of the
     assets of any Person (other than a Restricted Subsidiary) which constitute
     all or substantially all of the assets of such Person or comprise any
     division or line of business of such Person or any other properties or
     assets of such Person other than in the ordinary course of business.

     "Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business), assignment or other transfer for value by the Company or any of
its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to
any Person other than the Company or a Restricted Subsidiary of:

          (1) any Capital Stock of any Restricted Subsidiary; or

          (2) any other property or assets of the Company or any Restricted
     Subsidiary other than in the ordinary course of business;

     provided, however, that Asset Sales shall not include

          (a) a transaction or series of related transactions for which the
     Company or its Restricted Subsidiaries receive aggregate consideration of
     less than $2.5 million,

          (b) the sale, lease, conveyance, disposition or other transfer of all
     or substantially all of the assets of the Company as permitted under
     "-- Certain Covenants -- Merger, Consolidation and Sale of Assets,"

          (c) disposals or replacements of obsolete equipment in the ordinary
     course of business,

          (d) the sale, lease, conveyance, disposition or other transfer by the
     Company or any Restricted Subsidiary of assets or property to the Company
     or one or more Restricted Subsidiaries and

          (e) any Restricted Payment permitted by the "Limitation on Restricted
     Payments" covenant or any Permitted Investment.

     "Board of Directors" means, as to any Person, the board of directors of
such Person or any duly authorized committee thereof.

     "Board Resolution" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification, and delivered to the
Trustee.

     "BRS Group" means Bruckmann, Rosser, Sherrill & Co., Inc. and its
Affiliates.

     "Business Day" means a day other than a Saturday, Sunday or other day on
which commercial banking institutions (including, without limitation, the
Federal Reserve System) are authorized or required by law to close in New York
City.

     "Capitalized Lease Obligation" means, as to any Person, the obligations of
such Person under a lease that are required to be classified and accounted for
as capital lease obligations under GAAP and, for purposes of this definition,
the amount of such obligations at any date

                                        90


shall be the capitalized amount of such obligations at such date, determined in
accordance with GAAP.

     "Capital Stock" means:

          (1) with respect to any Person that is a corporation, any and all
     shares, interests, participations or other equivalents (however designated
     and whether or not voting) of corporate stock, including each class of
     Common Stock and Preferred Stock of such Person; and

          (2) with respect to any Person that is not a corporation, any and all
     partnership, membership or other equity interests of such Person.

     "Cash Equivalents" means:

          (1) marketable direct obligations issued by, or unconditionally
     guaranteed by, the United States Government or issued by any agency thereof
     and backed by the full faith and credit of the United States, in each case
     maturing within one year from the date of acquisition thereof;

          (2) marketable direct obligations issued by any state of the United
     States of America or any political subdivision of any such state or any
     public instrumentality thereof maturing within one year from the date of
     acquisition thereof and, at the time of acquisition, having one of the two
     highest ratings obtainable from either S&P or Moody's;

          (3) commercial paper maturing no more than one year from the date of
     creation thereof and, at the time of acquisition, having a rating of at
     least A-1 from S&P or at least P-1 from Moody's;

          (4) certificates of deposit or bankers' acceptances maturing within
     one year from the date of acquisition thereof issued by any bank organized
     under the laws of the United States of America or any state thereof or the
     District of Columbia or any U.S. branch of a foreign bank having at the
     date of acquisition thereof combined capital and surplus of not less than
     $250.0 million;

          (5) repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in clause (1) above entered
     into with any bank meeting the qualifications specified in clause (4)
     above; and

          (6) investments in money market funds that invest substantially all
     their assets in securities of the types described in clauses (1) through
     (5) above.

     "Change of Control" means the occurrence of one or more of the following
events:

          (1) any sale, lease, exchange or other transfer (in one transaction or
     a series of related transactions) of all or substantially all of the assets
     of the Company to any Person or group of related Persons for purposes of
     Section 13(d) of the Exchange Act (a "Group"), together with any Affiliates
     thereof (whether or not otherwise in compliance with the provisions of the
     Indenture), other than to a Permitted Holder;

          (2) the approval by the holders of Capital Stock of the Company of any
     plan or proposal for the liquidation or dissolution of the Company (whether
     or not otherwise in compliance with the provisions of the Indenture);

          (3) any Person or Group, other than a Permitted Holder, shall become
     the owner, directly or indirectly, beneficially or of record, of shares
     representing more than 50% of the aggregate ordinary voting power
     represented by the issued and outstanding Capital Stock of the Company;

                                        91


          (4) the replacement of a majority of the Board of Directors of the
     Company over a two-year period from the directors who constituted the Board
     of Directors of the Company at the beginning of such period, and such
     replacement shall not have been approved by a vote of at least a majority
     of the Board of Directors of the Company then still in office who either
     were members of any such Board of Directors at the beginning of such period
     or whose election as a member of any such Board of Directors was previously
     so approved; or

          (5) the failure at any time by the Company to beneficially own (as
     defined in Rules 13d-3 and 13d-5 under the Exchange Act) directly or
     indirectly , 100% of the Common Stock of TSI.

     "Change of Control Offer" has the meaning set forth under "-- Change of
Control."

     "Change of Control Payment Date" has the meaning set forth under "-- Change
of Control."

     "Common Stock" of any Person means any and all shares, interests or other
participations in, and other equivalents (however designated and whether voting
or non-voting) of, such Person's common stock, whether outstanding on the Issue
Date or issued after the Issue Date, and includes, without limitation, all
series and classes of such common stock.

     "Consolidated EBITDA" means, for any period, the sum (without duplication)
of:

          (1) Consolidated Net Income; and

          (2) to the extent Consolidated Net Income has been reduced thereby,

             (a) all income taxes of such Person and its Restricted Subsidiaries
        paid or accrued in accordance with GAAP for such period (other than
        income taxes attributable to extraordinary, unusual or nonrecurring
        gains or losses or taxes attributable to sales or dispositions outside
        the ordinary course of business),

             (b) Consolidated Interest Expense and

             (c) Consolidated Non-cash Charges less any non-cash items
        increasing Consolidated Net Income for such period, all as determined on
        a consolidated basis for such Person and its Restricted Subsidiaries in
        accordance with GAAP.

     "Consolidated Fixed Charge Coverage Ratio" means with respect to any
Person, the ratio of Consolidated EBITDA of such Person during the four full
fiscal quarters (the "Four Quarter Period") ending on or prior to the date of
the transaction giving rise to the need to calculate the Consolidated Fixed
Charge Coverage Ratio (the "Transaction Date") to Consolidated Fixed Charges of
such Person for the Four Quarter Period. In addition to and without limitation
of the foregoing, for purposes of this definition, "Consolidated EBITDA" and
"Consolidated Fixed Charges" shall be calculated after giving effect on a pro
forma (including any pro forma expense and cost reductions calculated on a basis
consistent with Regulation S-X under the Securities Act) basis for the period of
such calculation to:

          (1) the incurrence or repayment of any Indebtedness of such Person or
     any of its Restricted Subsidiaries (and the application of the proceeds
     thereof) giving rise to the need to make such calculation and any
     incurrence or repayment of other Indebtedness (and the application of the
     proceeds thereof), other than the incurrence or repayment of Indebtedness
     in the ordinary course of business for working capital purposes pursuant to
     working capital facilities, occurring during the Four Quarter Period or at
     any time subsequent to the last day of the Four Quarter Period and on or
     prior to the Transaction Date, as if such incurrence or repayment, as the
     case may be (and the application of the proceeds thereof), occurred on the
     first day of the Four Quarter Period; and

                                        92


          (2) any asset sales or Asset Acquisitions (including, without
     limitation, any Asset Acquisition giving rise to the need to make such
     calculation as a result of such Person or one of its Restricted
     Subsidiaries (including any Person who becomes a Restricted Subsidiary as a
     result of the Asset Acquisition) incurring, assuming or otherwise being
     liable for Acquired Indebtedness and also including any Consolidated EBITDA
     attributable to the assets that are the subject of the Asset Acquisition or
     asset sale during the Four Quarter Period) occurring during the Four
     Quarter Period or at any time subsequent to the last day of the Four
     Quarter Period and on or prior to the Transaction Date, as if such asset
     sale or Asset Acquisition (including the incurrence, assumption or
     liability for any such Acquired Indebtedness) occurred on the first day of
     the Four Quarter Period. If such Person or any of its Restricted
     Subsidiaries directly or indirectly guarantees Indebtedness of a third
     Person, the preceding sentence shall give effect to the incurrence of such
     guaranteed Indebtedness as if such Person or any such Restricted Subsidiary
     of such Person had directly incurred or otherwise assumed such guaranteed
     Indebtedness.

     Furthermore, in calculating "Consolidated Fixed Charges" for purposes of
determining the denominator (but not the numerator) of this "Consolidated Fixed
Charge Coverage Ratio":

          (1) interest on outstanding Indebtedness determined on a fluctuating
     basis as of the Transaction Date and that will continue to be so determined
     thereafter shall be deemed to have accrued at a fixed rate per annum equal
     to the rate of interest on such Indebtedness in effect on the Transaction
     Date;

          (2) if interest on any Indebtedness actually incurred on the
     Transaction Date may optionally be determined at an interest rate based
     upon a factor of a prime or similar rate, a eurocurrency interbank offered
     rate, or other rates, then the interest rate in effect on the Transaction
     Date will be deemed to have been in effect during the Four Quarter Period;
     and

          (3) notwithstanding clause (1) above, interest on Indebtedness
     determined on a fluctuating basis, to the extent such interest is covered
     by agreements relating to Interest Swap Obligations, shall be deemed to
     accrue at the rate per annum resulting after giving effect to the operation
     of such agreements.

     "Consolidated Fixed Charges" means, with respect to any Person for any
period, the sum, without duplication, of:

          (1) Consolidated Interest Expense; plus

          (2) the product of

             (a) the amount of all dividend payments on any series of Preferred
        Stock of such Person (other than dividends paid or to be paid in such
        period in Qualified Capital Stock) paid or required to be paid during
        such period, and

             (b) a fraction, the numerator of which is one and the denominator
        of which is one minus the then current effective consolidated federal,
        state and local income tax rate of such Person, expressed as a decimal.

     "Consolidated Interest Expense" means, with respect to any Person for any
period, the sum of, without duplication:

          (1) the aggregate of the interest expense of such Person and its
     Restricted Subsidiaries for such period determined on a consolidated basis
     in accordance with GAAP, including without limitation,

             (a) any amortization of debt discount,

             (b) the net costs under Interest Swap Obligations,

             (c) all capitalized interest and

             (d) the interest portion of any deferred payment obligation; and
                                        93


          (2) the interest component of Capitalized Lease Obligations paid,
     accrued and/or scheduled to be paid or accrued by such Person and its
     Restricted Subsidiaries during such period as determined on a consolidated
     basis in accordance with GAAP.

     "Consolidated Net Income" means, with respect to any Person, for any
period, the aggregate net income (or loss) of such Person and its Restricted
Subsidiaries for such period on a consolidated basis, determined in accordance
with GAAP; provided that there shall be excluded therefrom:

          (1) after-tax gains or losses from Asset Sales (without regard to the
     $2.5 million limitation set forth in the definition thereof) or abandonment
     or reserves relating thereto;

          (2) after-tax items classified as extraordinary or nonrecurring gains
     or losses;

          (3) the net income (or loss) of any Person acquired in a "pooling of
     interests" transaction accrued prior to the date it becomes a Restricted
     Subsidiary or is merged or consolidated with the Company or with any
     Restricted Subsidiary;

          (4) the net income (but not loss) of any Restricted Subsidiary to the
     extent that the declaration of dividends or similar distributions by that
     Restricted Subsidiary of that income is restricted by a contract, operation
     of law or otherwise (other than restrictions permitted by the "Limitations
     on Dividend and Other Payment Restrictions Affecting Subsidiaries"
     covenant);

          (5) the net income of any Person, other than the Company or a
     Restricted Subsidiary, except to the extent of cash dividends or
     distributions paid to the Company or to a Restricted Subsidiary by such
     Person;

          (6) income or loss attributable to discontinued operations (including,
     without limitation, operations disposed of during such period whether or
     not such operations were classified as discontinued); and

          (7) in the case of a successor to the referent Person by consolidation
     or merger or as a transferee of the referent Person's assets, any net
     income of the successor corporation prior to such consolidation, merger or
     transfer of assets.

     "Consolidated Non-cash Charges" means, with respect to any Person for any
period, the aggregate depreciation, amortization and other non-cash expenses of
such Person (including, without limitation, charges related to the impairment of
intangibles) and its Restricted Subsidiaries reducing Consolidated Net Income of
such Person for such period, determined on a consolidated basis in accordance
with GAAP (including deferred rent but excluding any such charge which requires
an accrual of or a reserve for cash charges for any future period).

     "Covenant Defeasance" has the meaning set forth under "-- Legal Defeasance
and Covenant Defeasance."

     "Credit Agreement" means the Credit Agreement dated as of April 16, 2003 by
and among TSI, the lenders from time to time party thereto in their capacities
as lenders thereunder and Deutsche Bank Trust Company Americas, as agent,
together with the related documents thereto (including, without limitation, any
guarantee agreements and security documents), in each case as such agreements
may be amended (including any amendment and restatement thereof), supplemented
or otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder or adding the Company
or Subsidiaries of the Company or TSI as additional borrowers or guarantors
thereunder) all or any portion of the Indebtedness under such agreement or any
successor or replacement agreement and whether by the same or any other agent,
lender or group of lenders.

                                        94


     "Currency Agreement" means any foreign exchange contract, currency swap
agreement or other similar agreement or arrangement designed to protect the
Company or any Restricted Subsidiary against fluctuations in currency values.

     "Default" means an event or condition the occurrence of which is, or with
the lapse of time or the giving of notice or both would be, an Event of Default.

     "Designation" has the meaning set forth under "-- Certain
Covenants -- Limitation on Designations of Unrestricted Subsidiaries."

     "Designation Amount" has the meaning set forth under "-- Certain
Covenants -- Limitation on Designations of Unrestricted Subsidiaries."

     "Disqualified Capital Stock" means that portion of any Capital Stock which,
by its terms (or by the terms of any security into which it is convertible or
for which it is exchangeable), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the sole option of the holder thereof on or prior to the final
maturity date of the Notes.

     "Domestic Restricted Subsidiary" means a Restricted Subsidiary incorporated
or otherwise organized or existing under the laws of the United States or any
state thereof.

     "Equity Offering" has the meaning set forth under
"-- Redemption -- Optional Redemption Upon Equity Offerings."

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, or
any successor statute or statutes thereto.

     "Existing TSI Indenture" means the indenture dated as of April 16, 2003
among TSI, the guarantors named therein and The Bank of New York, as trustee, as
amended or modified from time to time.

     "Existing TSI Notes" means the 9 5/8% Senior Notes due 2011 of TSI issued
under the Existing TSI Indenture.

     "fair market value" means, with respect to any asset or property, the price
which could be negotiated in an arm's-length, free market transaction, for cash,
between a willing seller and a willing and able buyer, neither of whom is under
undue pressure or compulsion to complete the transaction. Fair market value
shall be determined by the Board of Directors of the Company acting reasonably
and in good faith and shall be evidenced by a Board Resolution of the Board of
Directors of the Company.

     "Farallon" means Farallon Partners, L.L.C. and its Affiliates.

     "Foreign Restricted Subsidiary" means a Restricted Subsidiary that is not a
Domestic Restricted Subsidiary.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession of the United States, which are in effect as of April 16, 2003. All
ratios and computations based on GAAP contained in the Indenture shall be
computed in conformity with GAAP applied on a consistent basis, except that
calculations made for purposes of determining compliance with the terms of the
covenants and with other provisions of the Indenture shall be made without
giving effect to (i) the deduction or amortization of any premiums, fees and
expenses incurred in connection with any financings or any other permitted
incurrence of Indebtedness and (ii) depreciation, amortization or other expenses
recorded as a

                                        95


result of the application of purchase accounting in accordance with Accounting
Principles Board Opinion Nos. 16 and 17 and FASB Nos. 141 and 142.

     "Guarantee" means each guarantee of the Company's obligations under the
Indenture and the Notes by the Guarantors.

     "Guarantor" means: each of the Company's Restricted Subsidiaries that in
the future executes a supplemental indenture in which such Restricted Subsidiary
agrees to be bound by the terms of the Indenture as a Guarantor; provided that
any Person constituting a Guarantor as described above shall cease to constitute
a Guarantor when its respective Guarantee is released in accordance with the
terms of the Indenture.

     "incur" has the meaning set forth under "-- Certain Covenants -- Limitation
on Incurrence of Additional Indebtedness."

     "Indebtedness" means with respect to any Person, without duplication:

          (1) all Obligations of such Person for borrowed money;

          (2) all Obligations of such Person evidenced by bonds, debentures,
     notes or other similar instruments;

          (3) all Capitalized Lease Obligations of such Person;

          (4) all Obligations of such Person issued or assumed as the deferred
     purchase price of property, all conditional sale obligations and all
     Obligations under any title retention agreement (but excluding trade
     accounts payable and other accrued liabilities arising in the ordinary
     course of business);

          (5) all Obligations for the reimbursement of any obligor on any letter
     of credit, banker's acceptance or similar credit transaction;

          (6) guarantees and other contingent obligations in respect of
     Indebtedness referred to in clauses (1) through (5) above and clause (8)
     below;

          (7) all Obligations of any other Person of the type referred to in
     clauses (1) through (6) which are secured by any Lien on any property or
     asset of such Person, the amount of such Obligation being deemed to be the
     lesser of the fair market value of such property or asset or the amount of
     the Obligation so secured;

          (8) all Obligations under currency agreements and interest swap
     agreements of such Person; and

          (9) all Disqualified Capital Stock issued by such Person with the
     amount of Indebtedness represented by such Disqualified Capital Stock being
     equal to the greater of its voluntary or involuntary liquidation preference
     and its maximum fixed repurchase price.

     For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Capital Stock that does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to the Indenture, and if such price
is based upon, or measured by, the fair market value of such Disqualified
Capital Stock, such fair market value shall be determined reasonably and in good
faith by the Board of Directors of the Company. The amount of Indebtedness of
any Person at any date shall be the outstanding balance on such date of all
unconditional Obligations as described above, and the maximum liability upon the
occurrence of the contingency giving rise to the Obligation, on any contingent
Obligations at such date; provided, however, that the amount outstanding at any
time of any Indebtedness incurred with original issue discount is the face
amount of such Indebtedness less the remaining unamortized portion of the
original issue discount of such Indebtedness at such time as determined in
conformity with GAAP.
                                        96


     "Independent Financial Advisor" means a firm:

          (1) that does not, and whose directors, officers and employees or
     Affiliates do not, have a direct or indirect financial interest in the
     Company; and

          (2) that, in the judgment of the Board of Directors of the Company, is
     otherwise independent and qualified to perform the task for which it is to
     be engaged.

     "Initial Purchaser" means Deutsche Bank Securities Inc.

     "Interest Swap Obligations" means the obligations of any Person pursuant to
any arrangement with any other Person, whereby, directly or indirectly, such
Person is entitled to receive from time to time periodic payments calculated by
applying either a floating or a fixed rate of interest on a stated notional
amount in exchange for periodic payments made by such other Person calculated by
applying a fixed or a floating rate of interest on the same notional amount and
shall include, without limitation, interest rate swaps, caps, floors, collars
and similar agreements.

     "Investment" means, with respect to any Person, any direct or indirect loan
or other extension of credit (including, without limitation, a guarantee) or
capital contribution to (by means of any transfer of cash or other property to
others or any payment for property or services for the account or use of
others), or any purchase or acquisition by such Person of any Capital Stock,
bonds, notes, debentures or other securities or evidences of Indebtedness issued
by, any other Person. "Investment" shall exclude extensions of trade credit by
the Company and its Restricted Subsidiaries on commercially reasonable terms in
accordance with normal trade practices of the Company or such Restricted
Subsidiary, as the case may be. If the Company or any Restricted Subsidiary
sells or otherwise disposes of any Common Stock of any direct or indirect
Restricted Subsidiary such that, after giving effect to any such sale or
disposition, it ceases to be a Subsidiary of the Company, the Company shall be
deemed to have made an Investment on the date of any such sale or disposition
equal to the fair market value of the Common Stock of such Restricted Subsidiary
not sold or disposed of.

     "Issue Date" means February 4, 2004.

     "Legal Defeasance" has the meaning set forth under "-- Legal Defeasance and
Covenant Defeasance."

     "Lien" means any lien, mortgage, deed of trust, pledge, security interest,
charge or encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof and any agreement to give
any security interest).

     "Moody's" means Moody's Investors Service, Inc.

     "Net Cash Proceeds" means, with respect to any Asset Sale, the proceeds in
the form of cash or Cash Equivalents including payments in respect of deferred
payment obligations when received in the form of cash or Cash Equivalents (other
than the portion of any such deferred payment constituting interest) received by
the Company or any of its Restricted Subsidiaries from such Asset Sale net of:

          (1) reasonable out-of-pocket expenses and fees relating to such Asset
     Sale (including, without limitation, legal, accounting and investment
     banking fees and sales commissions) ;

          (2) taxes paid or payable after taking into account any reduction in
     consolidated tax liability due to available tax credits or deductions and
     any tax sharing arrangements;

          (3) repayment of Indebtedness that is secured by the assets sold in
     the relevant Asset Sale or other Indebtedness that is required to be repaid
     in connection with such Asset Sale; and

                                        97


          (4) appropriate amounts to be provided by the Company or any
     Restricted Subsidiary, as the case may be, as a reserve, in accordance with
     GAAP, against any liabilities associated with such Asset Sale and retained
     by the Company or any Restricted Subsidiary, as the case may be, after such
     Asset Sale, including, without limitation, pension and other
     post-employment benefit liabilities, liabilities related to environmental
     matters and liabilities under any indemnification obligations associated
     with such Asset Sale.

     "Obligations" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Indebtedness.

     "Permitted Holder" means any of BRS Group, Farallon and their respective
Affiliates.

     "Permitted Indebtedness" means, without duplication, each of the following:

          (1) Indebtedness under (i) the Notes issued under the Indenture in an
     aggregate principal amount not to exceed $213.0 million and any Guarantees
     thereof and (ii) the Existing TSI Notes and the guarantees thereof
     (including any guarantees thereof by the Company);

          (2) Indebtedness incurred pursuant to the Credit Agreement in an
     aggregate principal amount at any time outstanding not to exceed $50.0
     million incurred under this clause (2), less the amount of all required
     principal payments actually made by the Company in respect of the loans
     thereunder that were incurred under this clause (2) in accordance with the
     provisions set forth under "-- Certain Covenants -- Limitation on Asset
     Sales" (which, in the case of revolving loans, are accompanied by a
     corresponding permanent commitment reduction);

          (3) other Indebtedness (including Capitalized Lease Obligations) of
     the Company and its Restricted Subsidiaries outstanding on the Issue Date;

          (4) Purchase Money Indebtedness and Capitalized Lease Obligations of
     the Company and its Restricted Subsidiaries in an aggregate amount for all
     Indebtedness incurred pursuant to this clause (4) not to exceed $20.0
     million outstanding at any one time;

          (5) Interest Swap Obligations covering Indebtedness of the Company or
     any of its Restricted Subsidiaries; provided, however, that such Interest
     Swap Obligations are entered into to protect the Company and its Restricted
     Subsidiaries from fluctuations in interest rates on Indebtedness incurred
     in accordance with the Indenture to the extent the notional principal
     amount of such Interest Swap Obligation does not exceed, at the time of
     incurrence thereof, the principal amount of the Indebtedness to which such
     Interest Swap Obligation relates;

          (6) Indebtedness under Currency Agreements; provided, that in the case
     of Currency Agreements which relate to Indebtedness, such Currency
     Agreements do not increase the Indebtedness of the Company and its
     Restricted Subsidiaries outstanding other than as a result of fluctuations
     in foreign currency exchange rates or by reason of fees, indemnities and
     compensation payable thereunder;

          (7) Indebtedness of a Restricted Subsidiary to the Company or to
     another Restricted Subsidiary for so long as such Indebtedness is held by
     the Company, a Restricted Subsidiary or the holders of a Lien permitted
     under the Indenture, in each case subject to no Lien held by a Person other
     than the Company, a Restricted Subsidiary or the holders of a Lien
     permitted under the Indenture; provided, that if as of any date any Person
     other than the Company, a Restricted Subsidiary or the holders of a Lien
     permitted under the Indenture owns or holds any such Indebtedness or holds
     a Lien in respect of such Indebtedness, such date shall be deemed the
     incurrence of Indebtedness not constituting Permitted Indebtedness by the
     issuer of such Indebtedness pursuant to this subclause (7);
                                        98


          (8) Indebtedness of the Company to a Restricted Subsidiary for so long
     as such Indebtedness is held by a Restricted Subsidiary or the holders of a
     Lien permitted under the Indenture, in each case subject to no Lien other
     than a Lien permitted under the Indenture; provided that:

             (a) any Indebtedness of the Company to any Restricted Subsidiary
        that is not a Guarantor is unsecured and subordinated, pursuant to a
        written agreement, to the Company's obligations under the Indenture and
        the Notes and

             (b) if as of any date any Person other than a Restricted Subsidiary
        or the holders of a Lien permitted under the Indenture owns or holds any
        such Indebtedness or any Person holds a Lien in respect of such
        Indebtedness, such date shall be deemed the incurrence of Indebtedness
        not constituting Permitted Indebtedness by the Company under this clause
        (8);

          (9) Indebtedness arising from the honoring by a bank or other
     financial institution of a check, draft or similar instrument inadvertently
     (except in the case of daylight overdrafts) drawn against insufficient
     funds in the ordinary course of business; provided, however, that such
     Indebtedness is extinguished within four Business Days of incurrence;

          (10) Indebtedness of the Company or any of its Restricted Subsidiaries
     represented by letters of credit for the account of the Company or such
     Restricted Subsidiary, as the case may be, in order to provide security for
     workers' compensation claims, payment obligations in connection with
     self-insurance or similar requirements in the ordinary course of business;

          (11) Refinancing Indebtedness;

          (12) Indebtedness represented by guarantees by the Company or its
     Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred
     under the Indenture; provided that, in the case of a guarantee by a
     Restricted Subsidiary, such Restricted Subsidiary complies with the
     covenant described under "Certain Covenants -- Limitation on Issuances of
     Guarantees by Restricted Subsidiaries" to the extent applicable;

          (13) Indebtedness of the Company or any of its Restricted Subsidiaries
     in respect of bid, payment and performance bonds, bankers' acceptances,
     workers' compensation claims, surety or appeal bonds, payment obligations
     in connection with self-insurance or similar obligations, and bank
     overdrafts (and letters of credit in respect thereof) in the ordinary
     course of business;

          (14) Indebtedness of the Company or any Restricted Subsidiary
     consisting of guarantees, indemnities or obligations in respect of purchase
     price adjustments in connection with the acquisition or disposition of
     assets; and

          (15) additional Indebtedness of the Company and its Restricted
     Subsidiaries in an aggregate principal amount not to exceed $10.0 million
     at any one time outstanding (which amount may, but need not, be incurred in
     whole or in part under the Credit Agreement).

     For purposes of determining any particular amount of Indebtedness under
"Limitation on Incurrence of Additional Indebtedness" covenant, guarantees,
Liens or letter of credit obligations supporting Indebtedness otherwise included
in the determination of such particular amount shall not be included. For
purposes of determining compliance with the "Limitation on Incurrence of
Additional Indebtedness" covenant, in the event that an item of Indebtedness
meets the criteria of more than one of the categories of Permitted Indebtedness
described in clauses (1) through (15) above or is permitted to be incurred
pursuant to the Consolidated Fixed Charge Coverage Ratio provisions of such
covenant, the Company shall, in its sole discretion, classify (or later
reclassify) such item of Indebtedness in any manner that complies with such
covenant. Accrual of interest, accretion or amortization of original issue
discount, the
                                        99


payment of interest on any Indebtedness in the form of additional Indebtedness
with the same terms, the payment of dividends on Disqualified Capital Stock in
the form of additional shares of the same class of Disqualified Capital Stock
and change in the amount outstanding due solely to the result of fluctuations in
the exchange rates of currencies will not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Capital Stock for purposes of the
"Limitations on Incurrence of Additional Indebtedness" covenant.

     "Permitted Investments" means:

          (1) Investments by the Company or any Restricted Subsidiary in any
     Person that is or will become immediately after such Investment a
     Restricted Subsidiary or that will merge or consolidate into the Company or
     a Restricted Subsidiary;

          (2) Investments in the Company by any Restricted Subsidiary; provided
     that any Indebtedness incurred by the Company evidencing such Investment by
     a Restricted Subsidiary that is not a Guarantor is unsecured and
     subordinated, pursuant to a written agreement, to the Company's obligations
     under the Notes and the Indenture;

          (3) Investments in cash and Cash Equivalents;

          (4) loans and advances to directors, employees and officers of the
     Company and its Restricted Subsidiaries in the ordinary course of business
     for bona fide business purposes not in excess of $5.0 million at any one
     time outstanding;

          (5) Currency Agreements and Interest Swap Obligations entered into in
     the ordinary course of the Company's or a Restricted Subsidiary's
     businesses and otherwise in compliance with the Indenture;

          (6) other Investments, including Investments in Unrestricted
     Subsidiaries, not to exceed $10.0 million at any one time outstanding;

          (7) Investments in securities of trade creditors or members received
     pursuant to any plan of reorganization or similar arrangement upon the
     bankruptcy or insolvency of such trade creditors or members or in good
     faith settlement of delinquent obligations of such trade creditors or
     members;

          (8) Investments represented by guarantees that are otherwise permitted
     under the Indenture;

          (9) Investments the payment for which is Qualified Capital Stock of
     the Company;

          (10) Investments made by the Company or its Restricted Subsidiaries as
     a result of consideration received in connection with an Asset Sale made in
     compliance with the covenant described under "-- Certain
     Covenants -- Limitation on Asset Sales," and

          (11) the acquisition by the Company of obligations of one or more
     officers, directors or employees of the Company or any of its Subsidiaries
     in connection with such officers', directors' or employees' acquisition of
     shares of capital stock of the Company so long as no cash is paid by the
     Company or any of its Subsidiaries to such officers, directors or employees
     in connection with the acquisition of any such obligations.

     "Permitted Liens" means the following types of Liens:

          (1) Liens for taxes, assessments or governmental charges or claims
     either

             (a) not delinquent or

             (b) contested in good faith by appropriate proceedings and as to
        which the Company or its Restricted Subsidiaries shall have set aside on
        its books such reserves as may be required pursuant to GAAP;

                                       100


          (2) statutory and contractual Liens of landlords and Liens of
     carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and
     other Liens imposed by law incurred in the ordinary course of business for
     sums not yet delinquent or being contested in good faith, if such reserve
     or other appropriate provision, if any, as shall be required by GAAP shall
     have been made in respect thereof;

          (3) Liens incurred or deposits made in the ordinary course of business
     in connection with workers' compensation, unemployment insurance and other
     types of social security, including any Lien securing letters of credit
     issued in the ordinary course of business consistent with past practice in
     connection therewith, or to secure the performance of tenders, statutory
     obligations, surety and appeal bonds, bids, leases, government contracts,
     performance and return-of-money bonds and other similar obligations
     (exclusive of obligations for the payment of borrowed money);

          (4) judgment Liens not giving rise to an Event of Default;

          (5) easements, rights-of-way, zoning restrictions and other similar
     charges or encumbrances in respect of real property not interfering in any
     material respect with the ordinary conduct of the business of the Company
     or of any of its Restricted Subsidiaries;

          (6) any interest or title of a lessor under any Capitalized Lease
     Obligation; provided that such Liens do not extend to any property or asset
     which is not leased property subject to such Capitalized Lease Obligation;

          (7) purchase money Liens to finance property or assets of the Company
     or any Restricted Subsidiary acquired after the Issue Date; provided,
     however, that

             (a) the related purchase money Indebtedness shall not exceed the
        cost of such property or assets and shall not be secured by property or
        assets of the Company or any Restricted Subsidiary other than the
        property and assets so acquired and

             (b) the Lien securing such Indebtedness shall be created within 90
        days of such acquisition;

          (8) Liens upon specific items of inventory or other goods and proceeds
     of any Person securing such Person's obligations in respect of bankers'
     acceptances issued or created for the account of such Person to facilitate
     the purchase, shipment or storage of such inventory or other goods;

          (9) Liens securing reimbursement obligations with respect to
     commercial letters of credit which encumber documents and other property
     relating to such letters of credit and products and proceeds thereof;

          (10) Liens encumbering deposits made to secure obligations arising
     from statutory, regulatory, contractual or warranty requirements of the
     Company or any of its Restricted Subsidiaries, including rights of offset
     and setoff;

          (11) Liens securing Interest Swap Obligations which Interest Swap
     Obligations relate to Indebtedness that is otherwise permitted under the
     Indenture;

          (12) Liens securing Indebtedness under Currency Agreements;

          (13) Liens securing Acquired Indebtedness incurred in accordance with
     the covenant described under "-- Certain Covenants -- Limitation on
     Incurrence of Additional Indebtedness"; provided that

             (a) such Liens secured such Acquired Indebtedness at the time of
        and prior to the incurrence of such Acquired Indebtedness by the Company
        or a Restricted Subsidiary and were not granted in connection with, or
        in anticipation of, the incurrence of such Acquired Indebtedness by the
        Company or a Restricted Subsidiary and
                                       101


             (b) such Liens do not extend to or cover any property or assets of
        the Company or of any of its Restricted Subsidiaries other than the
        property or assets that secured the Acquired Indebtedness prior to the
        time such Indebtedness became Acquired Indebtedness of the Company or a
        Restricted Subsidiary and are no more favorable to the lienholders than
        those securing the Acquired Indebtedness prior to the incurrence of such
        Acquired Indebtedness by us or a Restricted Subsidiary;

          (14) Liens on assets of a Restricted Subsidiary that is not a
     Guarantor to secure Indebtedness and other obligations of such Restricted
     Subsidiary that are otherwise permitted under the Indenture;

          (15) leases, subleases, licenses and sublicenses granted to others
     that do not materially interfere with the ordinary course of business of
     the Company and its Restricted Subsidiaries;

          (16) banker's Liens, rights of setoff and similar Liens with respect
     to cash and Cash Equivalents on deposit in one or more bank accounts in the
     ordinary course of business;

          (17) Liens arising from filing Uniform Commercial Code financing
     statements regarding leases;

          (18) Liens in favor of customs and revenue authorities arising as a
     matter of law to secure payment of customs duties in connection with the
     importation of goods; and

          (19) additional Liens not to exceed $10.0 million at any one time.

     "Person" means an individual, partnership, corporation, limited liability
company, unincorporated organization, trust or joint venture, or a governmental
agency or political subdivision thereof.

     "Preferred Stock" of any Person means any Capital Stock of such Person that
has preferential rights to any other Capital Stock of such Person with respect
to dividends or redemptions or upon liquidation.

     "Purchase Money Indebtedness" means Indebtedness of the Company or its
Restricted Subsidiaries incurred for the purpose of financing all or any part of
the purchase price or the cost of installation, construction or improvement of
any property.

     "Qualified Capital Stock" means any Capital Stock that is not Disqualified
Capital Stock.

     "Refinance" means, in respect of any security or Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. "Refinanced" and "Refinancing"
shall have correlative meanings.

     "Refinancing Indebtedness" means any Refinancing by the Company or any
Restricted Subsidiary of Indebtedness incurred in accordance with the covenant
described under "-- Certain Covenants -- Limitation on Incurrence of Additional
Indebtedness" (other than pursuant to clause (2), (4), (5), (6), (7), (8), (9),
(10), (12), (13), (14) or (15) of the definition of Permitted Indebtedness), in
each case that does not:

          (1) result in an increase in the aggregate principal amount of
     Indebtedness of such Person as of the date of such proposed Refinancing
     (plus the amount of any premium required to be paid under the terms of the
     instrument governing such Indebtedness and plus the amount of reasonable
     expenses incurred by the Company or any Restricted Subsidiary in connection
     with such Refinancing); or

          (2) create Indebtedness with

                                       102


             (a) a Weighted Average Life to Maturity that is less than the
        Weighted Average Life to Maturity of the Indebtedness being Refinanced
        or

             (b) a final maturity earlier than the final maturity of the
        Indebtedness being Refinanced; provided that

                (x) if such Indebtedness being Refinanced is Indebtedness solely
           of the Company, then such Refinancing Indebtedness shall be
           Indebtedness solely of the Company, and

                (y) if such Indebtedness being Refinanced is subordinate or
           junior to the Notes, then such Refinancing Indebtedness shall be
           subordinate to the Notes at least to the same extent and in the same
           manner as the Indebtedness being Refinanced.

     "Registration Rights Agreement" means the Registration Rights Agreement
dated as of February 4, 2004 among the Company and the Initial Purchaser.

     "Replacement Assets" means assets of a kind used or usable in the business
of the Company and its Restricted Subsidiaries as conducted on the date of the
relevant Asset Sale.

     "Restricted Subsidiary" means any Subsidiary of the Company that has not
been designated by the Board of Directors of the Company, by a Board Resolution
of the Company delivered to the Trustee, as an Unrestricted Subsidiary pursuant
to and in compliance with the covenant described under "-- Certain
Covenants -- Limitation on Designations of Unrestricted Subsidiaries." Any such
Designation may be revoked by a Board Resolution of the Company delivered to the
Trustee, subject to the provisions of such covenant.

     "Revocation" has the meaning set forth under "-- Certain
Covenants -- Limitation on Designations of Unrestricted Subsidiaries."

     "S&P" means Standard and Poor's Ratings Service.

     "Sale and Leaseback Transaction" means any direct or indirect arrangement
with any Person or to which any such Person is a party, providing for the
leasing to the Company or a Restricted Subsidiary of any property, whether owned
by the Company or any Restricted Subsidiary at the Issue Date or later acquired,
which has been or is to be sold or transferred by the Company or by such
Restricted Subsidiary to such Person or to any other Person from whom funds have
been or are to be advanced by such Person on the security of such Property.

     "Significant Subsidiary" will have the meaning set forth in Rule 1.02(w) of
Regulation S-X under the Securities Act.

     "Subordinated Indebtedness" means Indebtedness of the Company that is by
its express terms subordinated or junior in right of payment to the Notes.

     "Subsidiary", with respect to any Person, means:

          (1) any corporation of which the outstanding Capital Stock having at
     least a majority of the votes entitled to be cast in the election of
     directors under ordinary circumstances shall at the time be owned, directly
     or indirectly, by such Person; or

          (2) any other Person of which at least a majority of the voting
     interest under ordinary circumstances is at the time, directly or
     indirectly, owned by such Person.

     "Surviving Entity" has the meaning set forth under "-- Certain
Covenants -- Merger, Consolidation and Sale of Assets."

     "Transactions" means the manner in which the proceeds received by the
Company from the sale of the Notes on the Issue Date will be used, including the
payment of dividends to the Company's shareholders and the repurchase of TSI's
preferred stock.
                                       103


     "TSI" means Town Sports International, Inc.

     "Unrestricted Subsidiary" means any Subsidiary of the Company designated as
such pursuant to and in compliance with the covenant described under "-- Certain
Covenants -- Limitation on Designations of Unrestricted Subsidiaries." Any such
designation may be revoked by a Board Resolution of the Company delivered to the
Trustee, subject to the provisions of such covenant.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing:

          (1) the then outstanding aggregate principal amount of such
     Indebtedness into

          (2) the sum of the total of the products obtained by multiplying

             (a) the amount of each then remaining installment, sinking fund,
        serial maturity or other required payment of principal, including
        payment at final maturity, in respect thereof, by

             (b) the number of years (calculated to the nearest one-twelfth)
        which will elapse between such date and the making of such payment.

     "Wholly Owned Restricted Subsidiary" means any Restricted Subsidiary of
which all the outstanding voting securities (other than in the case of a foreign
Restricted Subsidiary, directors' qualifying shares or an immaterial amount of
shares required to be owned by other Persons pursuant to applicable law) are
owned by the Company or another Wholly Owned Restricted Subsidiary.

                                       104


                 CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

     The following discussion (including the opinion of counsel described below)
is based upon current provisions of the Internal Revenue Code of 1986, as
amended, applicable Treasury regulations, judicial authority and administrative
rulings and practice. There can be no assurance that the Internal Revenue
Service (the "IRS") will not take a contrary view, and no ruling from the IRS
has been or will be sought. Legislative, judicial or administrative changes or
interpretations may be forthcoming that could alter or modify the statements and
conditions set forth herein. Any such changes or interpretations may or may not
be retroactive and could affect the tax consequences to holders. Certain holders
(including insurance companies, tax-exempt organizations, financial
institutions, broker-dealers, foreign corporations and persons who are not
citizens or residents of the United States) may be subject to special rules not
discussed below. We recommend that each holder consult such holder's own tax
advisor as to the particular tax consequences of exchanging such holder's Old
Notes for New Notes, including the applicability and effect of any state, local
or foreign tax laws.

                                 LEGAL MATTERS

     Certain legal matters in connection with the offering of the Notes will be
passed upon for us by Kirkland & Ellis LLP, New York, New York.

                                    EXPERTS

     The financial statements of Town Sports International, Inc. as of December
31, 2003 and 2002 and for each of the three years in the period ended December
31, 2003 included in this Prospectus have been so included in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

                             AVAILABLE INFORMATION

     TSI, Inc. is subject to the periodic reporting and other informational
requirements of the Exchange Act, as amended. Under the terms of the indenture,
we agree that, whether or not required by the rules and regulations of the SEC,
so long as any Notes are outstanding, we will furnish to the trustee and the
holders of Notes (i) all quarterly and annual financial information that would
be required to be contained in a filing with the SEC on Forms 10-Q and 10-K, if
we were required to file such Forms, including a "Management's Discussion and
Analysis of Financial Condition and Results of Operations" that describes our
financial condition and results of operations and our consolidated subsidiaries
and, with respect to the annual information only, a report thereon by our
certified independent accountants and (ii) all current reports that would be
required to be filed with the SEC on Form 8-K if we were required to file such
reports. In addition, whether or not required by the rules and regulations of
the SEC, we will file a copy of all such information and reports with the SEC
for public availability (unless the SEC will not accept such a filing) and make
such information available to securities analysts and prospective investors upon
request. Information filed with the SEC may be read and copied by the public at
the Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the SEC. In addition, we have agreed that, for so long as any Notes remain
outstanding, we will furnish to the holders and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

                                       105


                         INDEX TO FINANCIAL STATEMENTS



                                                               PAGE
                                                               ----
                                                            
Consolidated Annual Financial Statements:
  Report of Independent Auditors............................    F-2
  Consolidated balance sheets at December 31, 2002 and
     2003...................................................    F-3
  Consolidated statements of operations for the years ended
     December 31, 2001, 2002 and 2003.......................    F-4
  Consolidated statements of stockholders' deficit for the
     years ended December 31, 2001, 2002 and 2003...........    F-5
  Consolidated statements of cash flows for the years ended
     December 31, 2001, 2002 and 2003.......................    F-6
  Notes to consolidated financial statements................    F-7


                                       F-1


                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of
Town Sports International, Inc.:

     In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, stockholders' deficit and cash
flows present fairly, in all material respects, the financial position of TOWN
SPORTS INTERNATIONAL, INC. and SUBSIDIARIES (the "Company") at December 31, 2003
and 2002, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 2003, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     As discussed in Notes 2m and 4 to the financial statements, the Company
changed its method of accounting for goodwill and other intangibles effective
January 1, 2002.

/s/ PRICEWATERHOUSECOOPERS LLP
February 17, 2004, except as to Note 18,
which is dated March 17, 2004.

                                       F-2


                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
           (IN THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)
                           DECEMBER 31, 2002 AND 2003



                                                                2002       2003
                                                              --------   --------
                                                                   
                                     ASSETS
Current assets
  Cash and cash equivalents.................................  $  5,551   $ 40,802
  Accounts receivable (less allowance for doubtful accounts
    of $120 and $822 in 2002 and 2003, respectively)........     1,333      1,469
  Inventory.................................................     1,132        750
  Prepaid corporate income taxes............................     3,012      4,062
  Prepaid expenses and other current assets.................     4,430      5,322
                                                              --------   --------
    TOTAL CURRENT ASSETS....................................    15,458     52,405
Fixed assets, net...........................................   210,823    223,599
Goodwill....................................................    45,531     45,864
Intangible assets, net......................................     1,675        630
Deferred tax assets, net....................................    20,254     16,771
Deferred membership costs...................................    14,408     13,038
Other assets................................................     6,101      9,892
                                                              --------   --------
    TOTAL ASSETS............................................  $314,250   $362,199
                                                              ========   ========
        LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities
  Current portion of long-term debt and capital lease
    obligations.............................................  $  5,178   $  3,486
  Accounts payable..........................................     5,328      5,379
  Accrued expenses..........................................    21,634     26,006
  Deferred revenue..........................................    26,510     26,621
                                                              --------   --------
    TOTAL CURRENT LIABILITIES...............................    58,650     61,492
Long-term debt and capital lease obligations................   155,765    258,391
Deferred lease liabilities..................................    23,644     25,856
Deferred revenue............................................     3,435      3,002
Other liabilities...........................................     7,530      7,862
                                                              --------   --------
    TOTAL LIABILITIES.......................................   249,024    356,603
                                                              --------   --------
Commitments and contingencies (Note 15)
Redeemable preferred stock
  Redeemable senior preferred stock, $1.00 par value;
    liquidation value $64,512; authorized 100,000 shares;
    40,000 and 0 shares issued and outstanding at December
    31, 2002 and December 31, 2003, respectively............    62,125         --
  Series A redeemable preferred stock, $1.00 par value; at
    liquidation value; authorized 200,000 shares; 153,637
    shares issued and outstanding at December 31, 2002 and
    2003....................................................    34,841     39,890
                                                              --------   --------
                                                                96,966     39,890
                                                              --------   --------
Stockholders' deficit
  Series B preferred stock, $1.00 par value; at liquidation
    value; 3,822 and 109,540 shares issued and outstanding
    at December 31, 2002 and 2003, respectively.............       303      9,961
  Class A voting common stock, $.001 par value; issued and
    outstanding 1,176,043 shares at December 31, 2002 and
    2003, respectively......................................         1          1
  Paid-in capital...........................................   (32,149)   (45,627)
  Unearned compensation.....................................      (278)      (172)
  Accumulated other comprehensive income (currency
    translation adjustment).................................       293        596
  Retained earnings.........................................        90        947
                                                              --------   --------
    TOTAL STOCKHOLDERS' DEFICIT.............................   (31,740)   (34,294)
                                                              --------   --------
    TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND
     STOCKHOLDERS' DEFICIT..................................  $314,250   $362,199
                                                              ========   ========


                See notes to consolidated financial statements.
                                       F-3


                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                           (IN THOUSANDS OF DOLLARS)
                  YEARS ENDED DECEMBER 31, 2001, 2002 AND 2003



                                                           2001       2002       2003
                                                         --------   --------   --------
                                                                      
Revenues
  Club operations......................................  $278,200   $314,995   $336,140
  Fees and other.......................................     3,433      4,432      6,401
                                                         --------   --------   --------
                                                          281,633    319,427    342,541
                                                         --------   --------   --------
Operating expenses
  Payroll and related..................................   112,766    129,105    130,585
  Club operating.......................................    88,941     99,113    111,069
  General and administrative...........................    18,785     21,368     21,995
  Depreciation and amortization........................    32,185     31,748     34,927
                                                         --------   --------   --------
                                                          252,677    281,334    298,576
                                                         --------   --------   --------
     OPERATING INCOME..................................    28,956     38,093     43,965
Loss on extinguishment of debt.........................        --         --      7,773
Interest expense.......................................    14,918     16,559     23,670
Interest income........................................      (391)      (138)      (444)
                                                         --------   --------   --------
     INCOME FROM CONTINUING OPERATIONS BEFORE PROVISION
       FOR CORPORATE INCOME TAXES......................    14,429     21,672     12,966
Provision for corporate income taxes...................     6,853      9,709      5,537
                                                         --------   --------   --------
     INCOME FROM CONTINUING OPERATIONS.................     7,576     11,963      7,429
Loss on discontinued operations (including loss on club
  closure of $996 in 2002), net of income tax benefits
  of $364 and $551 for 2001 and 2002, respectively.....      (530)      (767)        --
Cumulative effect of a change in accounting principle,
  net of income tax benefit of $612....................        --       (689)        --
                                                         --------   --------   --------
     NET INCOME........................................     7,046     10,507      7,429
Accreted dividends on preferred stock..................   (10,201)   (11,543)   (10,984)
                                                         --------   --------   --------
     NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS......  $ (3,155)  $ (1,036)  $ (3,555)
                                                         ========   ========   ========


                See notes to consolidated financial statements.
                                       F-4


                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
                  (IN THOUSANDS OF DOLLARS EXCEPT SHARE DATA)
                  YEARS ENDED DECEMBER 31, 2001, 2002 AND 2003


                                     PREFERRED STOCK       COMMON STOCK
                                         SERIES B            CLASS A                                     FOREIGN     ACCUMULATED
                                       ($1.00 PAR)         ($.001 PAR)                                  CURRENCY     (DEFICIT)/
                                     ----------------   ------------------   PAID-IN      UNEARNED     TRANSLATION    RETAINED
                                     SHARES    AMOUNT    SHARES     AMOUNT   CAPITAL    COMPENSATION   ADJUSTMENT     EARNINGS
                                     -------   ------   ---------   ------   --------   ------------   -----------   -----------
                                                                                             
BALANCE AT JANUARY 1, 2001.........    3,822   $  232   1,005,698     $1     $(13,117)     $(156)         $ 12        $(17,463)
Common stock issued in connection
 with subordinated credit
 facility..........................                        23,000
Compensation expenses incurred in
 connection with Series B Preferred
 stock options.....................                                               993
Amortization of unearned
 compensation......................                                                          156
Accretion of Series B preferred
 stock dividend ($8.63 per
 share)............................                33                             (33)
Accretion of Series A redeemable
 preferred stock dividend ($25.07
 per share)........................                                            (3,852)
Accretion of redeemable senior
 preferred stock dividend ($157.90
 per share plus accretion of
 liquidation value)................                                            (6,658)
Deferred compensation recorded in
 connection with the issuance of
 stock options.....................                                               422       (422)
Other comprehensive income, net of
 taxes:
 Net income........................                                                                                      7,046
 Foreign currency translation
   adjustment......................                                                                          9
   Total comprehensive income......
                                     -------   ------   ---------     --     --------      -----          ----        --------
BALANCE AT DECEMBER 31, 2001.......    3,822      265   1,028,698      1      (22,245)      (422)           21         (10,417)
Common stock issued in connection
 with warrant exercises............                       147,345                   1
Vesting of restricted common stock
 issued in connection with
 subordinated credit facility......                                               917
Compensation expense incurred in
 connection with Series B Preferred
 stock options.....................                                             1,137
Amortization of unearned
 compensation......................                                                           70
Accretion of Series B preferred
 stock dividend ($10.20 per
 share)............................                38                             (38)
Accretion of Series A redeemable
 preferred stock dividend ($28.71
 per share)........................                                            (4,409)
Accretion of redeemable senior
 preferred stock dividend ($177.40
 per share plus accretion to
 liquidation value)................                                            (7,438)
Forfeiture of unvested options.....                                               (74)        74
Other comprehensive income, net of
 taxes:
 Net income........................                                                                                     10,507
 Foreign currency translation
   adjustment......................                                                                        272
   Total comprehensive income......
                                     -------   ------   ---------     --     --------      -----          ----        --------
BALANCE AT DECEMBER 31, 2002.......    3,822      303   1,176,043      1      (32,149)      (278)          293              90
Series B preferred stock issued in
 connection with the exercise of
 stock options.....................  106,267    8,618                          (8,618)
Repurchase of stock................     (549)     (43)                           (540)
Compensation expense incurred in
 connection with Series B Preferred
 stock options.....................                                               177
Amortization of unearned
 compensation......................                                                           21
Accretion of Series B preferred
 stock dividend ($9.84 per
 share)............................             1,083                            (305)                                    (778)
Accretion of Series A redeemable
 preferred stock dividend ($32.86
 per share)........................                                            (1,219)                                  (3,830)
Accretion of redeemable senior
 preferred stock dividend ($121.30
 per share plus accretion to
 liquidation value)................                                            (2,888)                                  (1,964)
Forfeiture of unvested options.....                                               (85)        85
Other comprehensive income, net of
 taxes:
 Net income........................                                                                                      7,429
 Foreign currency translation
   adjustment......................                                                                        303
   Total comprehensive income......
                                     -------   ------   ---------     --     --------      -----          ----        --------
BALANCE AT DECEMBER 31, 2003.......  109,540   $9,961   1,176,043     $1     $(45,627)     $(172)         $596        $    947
                                     =======   ======   =========     ==     ========      =====          ====        ========



                                         TOTAL
                                     STOCKHOLDERS'
                                        DEFICIT
                                     -------------
                                  
BALANCE AT JANUARY 1, 2001.........    $(30,491)
Common stock issued in connection
 with subordinated credit
 facility..........................
Compensation expenses incurred in
 connection with Series B Preferred
 stock options.....................         993
Amortization of unearned
 compensation......................         156
Accretion of Series B preferred
 stock dividend ($8.63 per
 share)............................          --
Accretion of Series A redeemable
 preferred stock dividend ($25.07
 per share)........................      (3,852)
Accretion of redeemable senior
 preferred stock dividend ($157.90
 per share plus accretion of
 liquidation value)................      (6,658)
Deferred compensation recorded in
 connection with the issuance of
 stock options.....................          --
Other comprehensive income, net of
 taxes:
 Net income........................       7,046
 Foreign currency translation
   adjustment......................           9
                                       --------
   Total comprehensive income......       7,055
                                       --------
BALANCE AT DECEMBER 31, 2001.......     (32,797)
Common stock issued in connection
 with warrant exercises............           1
Vesting of restricted common stock
 issued in connection with
 subordinated credit facility......         917
Compensation expense incurred in
 connection with Series B Preferred
 stock options.....................       1,137
Amortization of unearned
 compensation......................          70
Accretion of Series B preferred
 stock dividend ($10.20 per
 share)............................          --
Accretion of Series A redeemable
 preferred stock dividend ($28.71
 per share)........................      (4,409)
Accretion of redeemable senior
 preferred stock dividend ($177.40
 per share plus accretion to
 liquidation value)................      (7,438)
Forfeiture of unvested options.....          --
Other comprehensive income, net of
 taxes:
 Net income........................      10,507
 Foreign currency translation
   adjustment......................         272
                                       --------
   Total comprehensive income......      10,779
                                       --------
BALANCE AT DECEMBER 31, 2002.......     (31,740)
Series B preferred stock issued in
 connection with the exercise of
 stock options.....................          --
Repurchase of stock................        (583)
Compensation expense incurred in
 connection with Series B Preferred
 stock options.....................         177
Amortization of unearned
 compensation......................          21
Accretion of Series B preferred
 stock dividend ($9.84 per
 share)............................          --
Accretion of Series A redeemable
 preferred stock dividend ($32.86
 per share)........................      (5,049)
Accretion of redeemable senior
 preferred stock dividend ($121.30
 per share plus accretion to
 liquidation value)................      (4,852)
Forfeiture of unvested options.....          --
Other comprehensive income, net of
 taxes:
 Net income........................       7,429
 Foreign currency translation
   adjustment......................         303
                                       --------
   Total comprehensive income......       7,732
                                       --------
BALANCE AT DECEMBER 31, 2003.......    $(34,294)
                                       ========


                See notes to consolidated financial statements.

                                       F-5


                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (IN THOUSANDS OF DOLLARS)
                  YEARS ENDED DECEMBER 31, 2001, 2002 AND 2003
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS



                                                               2001       2002       2003
                                                             --------   --------   ---------
                                                                          
CASH FLOWS FROM OPERATING ACTIVITIES
Net income.................................................  $  7,046   $ 10,507   $   7,429
                                                             --------   --------   ---------
Adjustments to reconcile net income to net cash provided by
  operating activities
  Depreciation and amortization............................    32,667     32,025      34,927
  Amortization of debt issuance costs......................     1,882      1,928       1,627
  Noncash rental expense, net of noncash rental income.....     4,224      1,670       1,650
  Compensation expense incurred in connection with stock
    options................................................     1,149      1,207         198
  Net change in certain working capital components.........     3,475      2,413        (227)
  Decrease (increase) in deferred tax asset................    (4,526)    (1,162)      3,483
  Decrease (increase) in deferred membership costs.........    (1,162)       340       1,370
  Loss on extinguishment of debt...........................        --         --       7,773
  Goodwill impairment write-off............................        --      1,301          --
  Club closure costs.......................................        --        996          --
  Other....................................................      (407)      (420)         23
                                                             --------   --------   ---------
    Total adjustments......................................    37,302     40,298      50,824
                                                             --------   --------   ---------
    Net cash provided by operating activities..............    44,348     50,805      58,253
                                                             --------   --------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures, net of effect of acquired
  businesses...............................................   (57,811)   (41,393)    (43,397)
Proceeds from sale of equipment............................        --         --         176
Acquisition of businesses, net of cash acquired............    (1,272)    (2,322)       (130)
Landlord contributions.....................................       725      3,533         617
                                                             --------   --------   ---------
    Net cash used in investing activities..................   (58,358)   (40,182)    (42,734)
                                                             --------   --------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from 9 5/8% Senior Note Offering..................        --         --     255,000
Repayment of 9 3/4% Senior Notes...........................        --         --    (125,000)
Premium paid on extinguishment of debt and other costs.....        --         --      (4,064)
Redemption of redeemable senior preferred stock............        --         --     (66,977)
Transaction costs related to 9 5/8% Senior Notes...........        --         --      (9,578)
Net line of credit (repayments) borrowings.................    13,745     (8,245)    (14,500)
Net subordinated credit (repayments) borrowings............     5,762      2,810      (9,000)
Repurchase of Series B preferred stock.....................        --         --        (583)
Repayments of other borrowings.............................    (3,404)    (5,095)     (5,566)
                                                             --------   --------   ---------
    Net cash provided by (used in) financing activities....    16,103    (10,530)     19,732
                                                             --------   --------   ---------
    Net increase in cash and cash equivalents..............     2,093         93      35,251
CASH AND CASH EQUIVALENTS
Beginning of period........................................     3,365      5,458       5,551
                                                             --------   --------   ---------
End of period..............................................  $  5,458   $  5,551   $  40,802
                                                             ========   ========   =========
SUMMARY OF THE CHANGE IN CERTAIN WORKING CAPITAL
  COMPONENTS,NET OF EFFECTS OF ACQUIRED BUSINESSES
Increase in accounts receivable............................  $   (304)  $   (443)  $    (136)
Decrease (increase) in inventory...........................      (433)       194         382
Increase in prepaid expenses and other current assets......      (514)      (527)       (137)
Increase in accounts payable and accrued expenses..........     1,745      3,751       1,036
(Increase) decrease in prepaid corporate income taxes......     1,828     (3,012)     (1,050)
(Decrease) increase in deferred revenue....................     1,153      2,450        (322)
                                                             --------   --------   ---------
    Net change in certain working capital components.......  $  3,475   $  2,413   $    (227)
                                                             ========   ========   =========


                See notes to consolidated financial statements.
                                       F-6


                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                        DECEMBER 31, 2001, 2002 AND 2003
                  (IN THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)

1.  NATURE OF BUSINESS

     Town Sports International, Inc. and Subsidiaries (the "Company") owns and
operates 127 fitness clubs ("clubs") and partly owns and operates two additional
clubs as of December 31, 2003. The Company operates in a single segment. The
Company operates 86 clubs in the New York metropolitan market, 19 clubs in the
Boston market, 15 clubs in the Washington, D.C. market, six in the Philadelphia
market and three clubs in Switzerland. The Company's geographic concentration in
the New York metropolitan market may expose the Company to adverse developments
related to competition, demographic changes, real estate costs, acts of
terrorism and economic down turns. The Company's Swiss operations are immaterial
to the Company's consolidated financial position, results of operations, and
cash flows.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.  PRINCIPLES OF CONSOLIDATION

     The accompanying consolidated financial statements include the accounts of
Town Sports International, Inc. ("TSI") and all wholly owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated in
consolidation.

     Certain reclassifications were made to the reported amounts at December 31,
2001 and 2002 to conform to the presentation at December 31, 2003.

b.  REVENUE RECOGNITION

     The Company receives a one-time non-refundable initiation fee and monthly
dues from its members. The Company's members have the option to join on a
month-to-month basis or to commit to a one or two year membership.
Month-to-month members can cancel their membership at any time with 30 days
notice. Initiation fees and related direct expenses, primarily salaries and
sales commissions payable to membership consultants, are deferred and
recognized, on a straight-line basis, in operations over an estimated membership
life of twenty four (24) months. The amount of costs deferred do not exceed the
related deferred revenue for the periods presented. Dues that are received in
advance are recognized on a pro-rata basis over the periods in which services
are to be provided. Revenues from ancillary services are recognized as services
are performed. Management fees earned for services rendered are recognized at
the time the related services are performed.

     The Company recognizes revenue from merchandise sales upon delivery to the
member.

     In connection with advance receipts of fees or dues, the Company is
required to maintain surety bonds totaling $3,342 pursuant to various state
consumer protection laws.

c.  INVENTORY

     Inventory consists of athletic equipment, supplies, headsets for the club
entertainment system and clothing for sale to members. Inventories are valued at
the lower of cost or market by the first-in, first-out method.

                                       F-7

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

d.  FIXED ASSETS

     Fixed assets are recorded at cost and depreciated on a straight-line basis
over the estimated useful lives of the assets, which are thirty years for
building and improvements, five years for club equipment, furniture, fixtures
and computer equipment, and three years for computer software. Leasehold
improvements are amortized over the shorter of their estimated useful lives or
the remaining period of the lease. Expenditures for maintenance and repairs are
charged to operations as incurred. The cost and related accumulated depreciation
or amortization of assets retired or sold are removed from the respective
accounts and any gain or loss is recognized in operations. The costs related to
developing web applications, developing HTML web pages and installing developed
applications on the web servers are capitalized and classified as computer
software. Web site hosting fees and maintenance costs are expensed as incurred.

e.  ADVERTISING AND CLUB PREOPENING COSTS

     Advertising costs and club preopening costs are charged to operations
during the period in which they are incurred except for production costs related
to television and radio advertisements, which are expensed when the related
commercials are first aired. Total advertising costs incurred by the Company
during the years ended December 31, 2001, 2002 and 2003 totaled $9,327, $8,888
and $9,783, respectively, and are included in club operations.

f.  USE OF ESTIMATES

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the dates of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates.

     The most significant assumptions and estimates relate to the allocation and
fair value ascribed to assets acquired in connection with the acquisition of
clubs under the purchase method of accounting, the useful lives, recoverability
and impairment of fixed and intangible assets, deferred income tax valuation,
valuation of and expense incurred in connection with stock options and warrants,
legal contingencies and the estimated membership life.

g.  CORPORATE INCOME TAXES

     Deferred tax liabilities and assets are recognized for the expected future
tax consequences of events that have been included in the financial statements
or tax returns. Under this method, deferred tax liabilities and assets are
determined on the basis of the difference between the financial statement and
tax basis of assets and liabilities ("temporary differences") at enacted tax
rates in effect for the years in which the temporary differences are expected to
reverse. A valuation allowance is recorded to reduce deferred tax assets to the
amount that is more likely than not to be realized.

                                       F-8

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

h.  STATEMENTS OF CASH FLOWS

     Supplemental disclosure of cash flow information:



                                                      2001      2002      2003
                                                     -------   -------   -------
                                                                
Cash paid
  Interest (net of amounts capitalized)............  $13,887   $15,035   $24,004
  Income taxes.....................................   10,087    13,187     3,104
Noncash investing and financing activities
  Acquisition of fixed assets included in accounts
     payable and accrued expenses..................    7,538     3,901     7,287
  Acquisition of equipment and software financed by
     lessors.......................................    2,853     2,575        --
See Notes 6, 9, 10 and 11 for additional noncash
  investing and financing activities


i.  CASH AND CASH EQUIVALENTS

     The Company considers all highly liquid debt instruments which have
original maturities of three months or less when acquired to be cash
equivalents. The carrying amounts reported in the balance sheets for cash and
cash equivalents approximate fair value. The Company owns and operates a captive
insurance company in the State of New York. Under the insurance laws of the
State of New York, this captive insurance company is required to maintain a cash
balance of at least $250. At December 31, 2003, $252 of cash related to this
wholly owned subsidiary was included within cash and cash equivalents.

j.  DEFERRED LEASE LIABILITIES AND NONCASH RENTAL EXPENSE

     The Company recognizes rental expense for leases with scheduled rent
increases on the straight-line basis over the life of the lease.

k.  FOREIGN CURRENCY

     At December 31, 2003, the Company owns three Swiss clubs, which use the
local currency as their functional currency. Assets and liabilities are
translated into U.S. dollars at year-end exchange rates, while income and
expense items are translated into U.S. dollars at the average exchange rate for
the period. For all periods presented foreign exchange transaction gains and
losses were not material. Adjustments resulting from the translation of foreign
functional currency financial statements into U.S. dollars are included in the
currency translation adjustment in stockholders' deficit. The difference between
the Company's net income and comprehensive income is the effect of foreign
exchange translation adjustments, which was immaterial for 2001, and was $272
and $303 for 2002 and 2003, respectively.

l.  INVESTMENTS IN AFFILIATED COMPANIES

     The Company has investments in Capitol Hill Squash Club Associates
("CHSCA") and Kalorama Sports Management Associates ("KSMA") (collectively
referred to as the "Affiliates"). The Company has a limited partnership interest
in CHSCA, which provides the Company with approximately 20% of the CHSCA
profits, as defined. The Company has a co-general partnership and limited
partnership interests in KSMA, which entitles it to receive approximately 45% of
the KSMA profits, as defined. The Affiliates have operations, which are

                                       F-9

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

similar, and related to, those of the Company. The Company accounts for these
Affiliates in accordance with the equity method. The assets, liabilities, equity
and operating results of the Affiliates and the Company's pro rata share of the
Affiliates' net assets and operating results were not material for all periods
presented.

m.  INTANGIBLE ASSETS, GOODWILL AND DEBT ISSUANCE COSTS

     Intangible assets consist of membership lists, a beneficial lease and
covenants-not-to-compete. These assets are stated at cost and are being
amortized by the straight-line method over their estimated lives. Membership
lists are amortized over 24 months and covenants-not-to-compete are amortized
over the contractual life, generally five years. The beneficial lease is being
amortized over the remaining life of the underlying club lease.

     In accordance with the Statement on Financial Accounting Standards ("SFAS")
No. 142 ("SFAS 142"), Goodwill and Other Intangible Assets, goodwill has not
been amortized subsequent to December 31, 2001. For the year ended December 31,
2001, goodwill was amortized by the straight-line method over the remaining
lives of the underlying club leases, five to fifteen years. See Note 4 for
further discussion on Goodwill and Intangible Assets.

     Debt issuance costs are classified within other assets and are being
amortized as additional interest expense over the life of the underlying debt,
five to eight years, using the interest method. Amortization of debt issue costs
was $1,882, $1,928 and $1,627 for December 31, 2001, 2002 and 2003,
respectively.

n.  ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS

     Long-lived assets, such as fixed assets and intangible assets are reviewed
for impairment when events or circumstances indicate that their carrying value
may not be recoverable. Estimated undiscounted expected future cash flows are
used to determine if an asset is impaired, in which case the asset's carrying
value would be reduced to fair value.

     Effective January 1, 2002, the Company adopted SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-lived Assets," which replaces SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and Long-Lived Assets
to Be Disposed Of." SFAS No. 144 provides updated guidance concerning the
recognition and measurement of an impairment loss for certain types of
long-lived assets, expands the scope of discontinued operation to include a
component of an entity and eliminates the exemption to consolidation when
control over a subsidiary is likely to be temporary. In 2002, the Company
discontinued operations at two wholly-owned clubs. As a result of the adoption
of SFAS No. 144 the Company has accounted for these two clubs as discontinued
operations. See Note 17 for further discussion on Discontinued Operations.

o.  CONCENTRATIONS OF CREDIT RISK

     Financial instruments which potentially subject the Company to
concentrations of credit risk are cash and cash equivalents. Such amounts are
held, primarily, in a single commercial bank. The Company holds no collateral
for these financial instruments.

p.  STOCK-BASED EMPLOYEE COMPENSATION

     For financial reporting purposes, the Company accounts for stock-based
compensation in accordance with the intrinsic value method ("APB No. 25"). In
accordance with this method, no compensation expense is recognized in the
accompanying financial statements in connection
                                       F-10

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

with the awarding of stock option grants to employees provided that, as of the
grant date, all terms associated with the award are fixed and the fair value of
the Company's stock is not greater than the amount an employee must pay to
acquire the stock as defined; however, to the extent that stock options are
granted to employees with variable terms or if the fair value of the Company's
stock as of the measurement date is greater than the amount an employee must pay
to acquire the stock, then the Company will recognize compensation expense. The
fair value of warrants granted to nonemployees for financing were recorded as
deferred financing costs and amortized into interest expense using the interest
method. See Note 10 for further discussion on stock options and warrants.

     The following table illustrates the effect on net loss attributed to common
stockholders if the Company had applied the fair value recognition provisions of
Financial Accounting Standards Board issued Statement No. 123, ("SFAS 123")
Accounting for Stock-Based Compensation, to stock-based employee compensation.



                                                      2001      2002      2003
                                                     -------   -------   -------
                                                                
Net loss attributed to common stockholders, as
  reported.........................................  $(3,155)  $(1,036)  $(3,555)
Add
  Stock-based employee compensation expense
     included in reported net loss attributed to
     common stockholders, net of related tax
     effects.......................................       84        38        12
Deduct
  Total stock-based employee compensation expense
     determined under fair value based method for
     all stock option awards, net of related tax
     effects.......................................     (229)     (142)     (167)
                                                     -------   -------   -------
Pro forma net loss attributed to common
  stockholders.....................................  $(3,300)  $(1,140)  $(3,710)
                                                     =======   =======   =======


     Since option grants vest over several years and additional grants are
expected in the future, the pro forma results noted above are not likely to be
representative of the effects on future years of the application of the fair
value based method.

     For the purposes of the above pro forma information, the fair value of each
option granted was estimated on the date of grant using the Black-Scholes option
pricing model and the following assumptions:



                                             WEIGHTED
                                 RISK-FREE   AVERAGE                 EXPECTED   FAIR VALUE
                                 INTEREST    EXPECTED    EXPECTED    DIVIDEND    AT DATE
CLASS A COMMON                     RATE        LIFE     VOLATILITY    YIELD      OF GRANT
--------------                   ---------   --------   ----------   --------   ----------
                                                                 
1999 Grants....................     5.7%     5 years        60%          --      $ 30.10
2000 Grants....................     6.6         5           69           --        47.11
2001 Grants....................     4.6         5           72           --       111.89
2003 Grants....................     3.8         6           55           --        14.50


q.  RECENT ACCOUNTING PRONOUNCEMENTS

     In May 2003, the FASB issued Statement No. 150, Accounting for Certain
Financial Instruments with Characteristics of Both Liability and Equity (FAS
150), which establishes

                                       F-11

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

standards for how an issuer classifies and measures certain financial
instruments with characteristics of both liabilities and equity. FAS 150 is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. As of December 31, 2003 the Company does not have
financial instruments within the scope of this pronouncement.

     In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities. Interpretation No. 46 requires a variable interest
entity, or VIE, to be consolidated by a company if that company is subject to a
majority of the risk of loss from the VIE's activities or is entitled to receive
a majority of the entity's residual return or both. Interpretation No. 46 also
provides criteria for determining whether an entity is a VIE subject to
consolidation. Interpretation No. 46 also sets forth certain disclosures
regarding interests in VIE that are deemed significant, even if consolidation is
not required. In December 2003, a modification to Interpretation No. 46 was
issued (Interpretation No. 46R) which delayed the effective date until no later
than fiscal periods ending after March 31, 2004 and provided additional
technical clarifications to implementation issues. The Company does not
currently have any variable interest entities as defined in Interpretation No.
46R. The Company does not expect that the adoption of this statement will have a
material impact on the consolidated financial statements.

r.  SERIES A REDEEMABLE PREFERRED STOCK

     As described in Note 9, the Company has issued 153,637 shares of Series A
Redeemable Preferred Stock ("Series A"). The Company has reclassified its 2001
financial statements to account for a redemption feature included in the Series
A stock in accordance with the guidance in EITF Topic No. D-98: Classification
and Measurement of Redeemable Securities ("EITF Topic No. D-98"). EITF Topic No.
D-98 provided additional guidance on the appropriate classification of
redeemable preferred stock upon the occurrence of an event that is not solely
within the control of an issuer. EITF Topic No. D-98 requires retroactive
application in the first fiscal quarter ending after December 15, 2001 by
reclassifying the financial statements of prior periods. The carrying value of
the Series A stock, which was previously presented as a component of
stockholders' deficit, has been reclassified as redeemable preferred stock
outside of stockholders' deficit. The reclassification of the 2001 financial
statements for the Series A stock had no effect on the Company's net income, net
loss attributable to common stockholders cash flows from operations, or total
assets. The following sets forth the overall effect of the reclassification on
the Company's stockholders' deficit at December 31, 2001:


                                                           
Stockholders' deficit prior to reclassification.............  $ (2,365)
Reclassification of Series A stock..........................   (30,432)
                                                              --------
Stockholders' deficit after the reclassification............  $(32,797)
                                                              ========


                                       F-12

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3.  FIXED ASSETS

     Fixed assets as of December 31, 2002 and 2003, are shown at cost, less
accumulated depreciation and amortization, and are summarized below:



                                                               2002       2003
                                                             --------   --------
                                                                  
Leasehold improvements.....................................  $211,480   $234,560
Club equipment.............................................    50,937     58,376
Furniture, fixtures and computer equipment.................    33,779     34,703
Computer software..........................................     4,503      7,838
Building and improvements..................................     4,995      4,995
Land.......................................................       986        986
Construction in progress...................................     8,631     13,836
                                                             --------   --------
                                                              315,311    355,294
  Less: Accumulated depreciation and amortization..........   104,488    131,695
                                                             --------   --------
                                                             $210,823   $223,599
                                                             ========   ========


     Depreciation and leasehold amortization expense for the years ended
December 31, 2001, 2002 and 2003, was $25,780, $30,645 and $33,987,
respectively.

4.  GOODWILL AND INTANGIBLE ASSETS

     Effective January 1, 2002 we implemented SFAS 142. There were no changes to
the estimated useful lives of amortizable intangible assets due to the SFAS 142
implementation. In connection with the SFAS 142 transitional impairment test the
Company recorded a $1,301 write-off of goodwill. A deferred tax benefit of $612
was recorded as a result of this goodwill write-off, resulting in a net
cumulative effect of change in accounting principle of $689, in the first
quarter of 2002. The write-off of goodwill related to four, remote
underperforming clubs. The impairment test was performed with discounted
estimated future cash flows as the criteria for determining fair market value.
Goodwill has been allocated to reporting units that closely reflect the regions
served by our four trade names; New York Sports Club, Boston Sports Club,
Washington Sports Club and Philadelphia Sports Club, with certain more remote
clubs that do not benefit from a regional cluster being considered single
reporting units.

     A reconciliation of reported net income for the year ended December 31,
2001 to net income adjusted for the impact of SFAS 142 over that same period is
as follows:



                                                               2001
                                                              -------
                                                           
Net income as reported......................................  $ 7,046
Goodwill amortization.......................................    4,436
Deferred tax benefit........................................   (1,344)
                                                              -------
  Net income as adjusted....................................  $10,138
                                                              =======


     In addition, the Company is required to conduct an annual review of
goodwill for potential impairment. Goodwill impairment testing requires a
comparison between the carrying value and fair value of reportable goodwill. If
the carrying value exceeds the fair value, goodwill is considered impaired. The
amount of the impairment loss is measured as the difference between the carrying
value and the implied fair value of goodwill, which is determined using
discounted

                                       F-13

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

cash flows. In 2003, the Company did not have to record a charge to earnings for
an impairment of goodwill as a result of its annual review conducted during the
first quarter.

     The change in the carrying amount of goodwill from December 31, 2002
through December 31, 2003 is as follows:


                                                           
BALANCE AT DECEMBER 31, 2002................................  $45,531
Changes due to
  Currency..................................................      203
  Acquisitions..............................................      130
                                                              -------
BALANCE AT DECEMBER 31, 2003................................  $45,864
                                                              =======


     A summary of our acquired amortizable intangible assets as of December 31,
2002 and 2003 is as follows:



                                                            DECEMBER 31, 2002
                                                  -------------------------------------
                                                   GROSS
                                                  CARRYING   ACCUMULATED        NET
                                                   AMOUNT    AMORTIZATION   INTANGIBLES
                                                  --------   ------------   -----------
                                                                   
ACQUIRED INTANGIBLE ASSETS
Membership lists................................  $11,054      $ (9,605)      $1,449
Covenants-not-to-compete........................      876          (711)         165
Beneficial lease................................      223          (162)          61
                                                  -------      --------       ------
                                                  $12,153      $(10,478)      $1,675
                                                  =======      ========       ======




                                                            DECEMBER 31, 2003
                                                  -------------------------------------
                                                   GROSS
                                                  CARRYING   ACCUMULATED        NET
                                                   AMOUNT    AMORTIZATION   INTANGIBLES
                                                  --------   ------------   -----------
                                                                   
ACQUIRED INTANGIBLE ASSETS
Membership lists................................  $10,205      $ (9,630)       $575
Covenants-not-to-compete........................      876          (871)          5
Beneficial lease................................      223          (173)         50
                                                  -------      --------        ----
                                                  $11,304      $(10,674)       $630
                                                  =======      ========        ====


     The amortization expense of the above acquired intangible assets for each
of the five years ending December 31, 2008 will be as follows:



                                                              AMORTIZATION
                                                                EXPENSE
                                                              ------------
                                                           
YEAR ENDING DECEMBER 31,
2004........................................................      $591
2005........................................................        11
2006........................................................        11
2007........................................................        11
2008........................................................         6
                                                                  ----
                                                                  $630
                                                                  ====


                                       F-14

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Amortization expense of intangible assets for the years ended December 31,
2001, 2002 and 2003, was $6,403, $1,103 and $940, respectively.

5.  ACCRUED EXPENSES

     Accrued expenses consist of the following:



                                                                DECEMBER 31,
                                                              -----------------
                                                               2002      2003
                                                              -------   -------
                                                                  
Accrued payroll.............................................  $ 7,817   $ 6,086
Accrued interest............................................    2,731     5,157
Accrued construction in progress and equipment..............    2,650     5,300
Accrued occupancy costs.....................................    3,514     4,002
Accrued other...............................................    4,922     5,461
                                                              -------   -------
                                                              $21,634   $26,006
                                                              =======   =======


6.  LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

     Long-term debt and capital lease obligations consist of the following:



                                                                DECEMBER 31,
                                                             -------------------
                                                               2002       2003
                                                             --------   --------
                                                                  
Senior Notes 9 5/8%........................................  $     --   $255,000
Series B 9 3/4% Senior Notes, due 2004.....................   125,000         --
Line of credit borrowings..................................    14,500         --
Subordinated credit borrowings.............................     9,000         --
Notes payable for acquired businesses......................     6,230      4,358
Capital lease obligations..................................     6,213      2,519
                                                             --------   --------
                                                              160,943    261,877
Less: Current portion due within one year..................     5,178      3,486
                                                             --------   --------
  Long-term portion........................................  $155,765   $258,391
                                                             ========   ========


     The aggregate long-term debt and capital lease obligations maturing during
the next five years and thereafter is as follows:



                                                              AMOUNT DUE
                                                              ----------
                                                           
YEAR ENDING DECEMBER 31,
2004........................................................   $  3,486
2005........................................................      1,056
2006........................................................        619
2007........................................................        632
2008........................................................        217
Thereafter..................................................    255,867
                                                               --------
                                                               $261,877
                                                               ========


     In October 1997, the Company issued $85,000 of Series B 9 3/4% Senior Notes
due October 2004. The net proceeds from the Senior Notes totaled approximately
$81,700. The

                                       F-15

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

transaction fees of approximately $3,300, were accounted for as deferred
financing costs. In June 1999, the Company issued $40,000 of Senior Notes at a
price of 98.75%, providing the Company with $39,500 of proceeds before expenses
relating to the issuance. The Senior Notes bear interest at an annual rate of
9 3/4%, payable semi-annually. The Senior Notes are redeemable at the option of
the Company on or after October 15, 2001. For redemption prior to October 15,
2004, the Company would be required to pay a premium as defined. The $85,000 and
$40,000 issuances are collectively referred to as the "Senior Notes." The Senior
Notes were redeemed on April 16, 2003. See the April 16, 2003 Refinancing
Transactions discussed below.

     Prior to the April 16, 2003 refinancing transactions, the Company had a
$25,000 line of credit with its principal bank for direct borrowings and letters
of credit. The line of credit carried interest at the Company's option based
upon the Eurodollar borrowing rate plus 2.50% or the bank's prime rate plus
1.50%, as defined and the Company was required to pay a commitment commission of
0.375% per annum based upon the daily unutilized amount. There were $10,500 of
Eurodollar and $4,000 of prime rate based borrowings outstanding against this
line as of December 31, 2002. The interest rates charged on the Eurodollar
borrowings and prime rate based borrowings outstanding at December 31, 2002 were
4.0% and 6.25%, respectively. In connection with the April 16, 2003 refinancing
transactions, this line of credit was terminated.

     In November 2000, the Company entered into a Subordinated Credit Agreement
(the "Subordinated Agreement") with an affiliate of a stockholder of the
Company. This Subordinated Agreement provided for up to $20,000 of principal
borrowings and would have expired December 31, 2004. Interest on principal
borrowings accrued at 12.75% per annum; 9.75% of which was payable on a monthly
basis and the remaining 3% was accruable and payable, at the option of the
Company, through maturity. The Company was charged a fee of 0.083% per month
based on the portion of the facility not utilized. There were $9,000 of
Subordinated credit borrowings outstanding as of December 31, 2002. In
connection with the April 16, 2003 refinancing transactions, this Subordinated
Credit Agreement was terminated.

  April 16, 2003 Refinancing Transaction

     On April 16, 2003 the Company successfully completed a refinancing of its
debt. This refinancing included an offering of $255,000 of 9 5/8% Senior Notes
("Notes") that will mature April 15, 2011, and the entering into of a new
$50,000 senior secured revolving credit facility (the "Senior Credit Facility")
that will expire April 15, 2008. The transaction fees of approximately $9,600
have been accounted for as deferred financing costs. The Notes accrue interest
at 9 5/8% per annum and interest is payable semiannually on April 15 and October
15. In connection with this refinancing, the Company wrote-off $3,709 of
deferred financing costs related to extinguished debt, paid a call premium of
$3,048 and incurred $1,016 of interest on the 9 3/4% Notes representing the
interest incurred during the 30 day redemption notification period.

     The Senior Credit Facility contains various covenants including limits on
capital expenditures, the maintenance of a consolidated interest coverage ratio
of not less than 2.25:1.00 during 2003, and a maximum permitted total leverage
ratio of 4.00:1.00 during 2003. Loans under the Senior Credit Facility will, at
our option, bear interest at either the bank's prime rate plus 3.0% or the
Eurodollar rate plus 4.0%, as defined. There were no borrowings outstanding at
December 31, 2003 and outstanding letters of credit issued totaled $1,749. The
Company is

                                       F-16

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

required to pay a commitment fee of 0.75% per annum on the daily unutilized
amount. The unutilized portion of the Senior Credit Facility as of December 31,
2003 was $48,251.

     Notes payable were incurred upon the acquisition of various clubs and are
subject to the Company's right of offset for possible post acquisition
adjustments arising out of operations of the acquired clubs. These notes are
stated at rates of between 5% and 9%, and are non-collateralized. The notes are
due on various dates through 2012.

     The carrying value of long-term debt, other than the Senior Notes and the
Notes, approximates fair market value as of December 31, 2002 and 2003 as the
debt is generally short-term in nature. Based on quoted market prices, the
Senior Notes have a fair value of approximately $125,000 at December 31, 2002
and the Notes have a fair value of approximately $272,850 at December 31, 2003.

     The Company's interest expense and capitalized interest related to funds
borrowed to finance club facilities under construction for the years ended
December 31, 2001, 2002 and 2003 are as follows:



                                                      YEARS ENDED DECEMBER 31,
                                                     ---------------------------
                                                      2001      2002      2003
                                                     -------   -------   -------
                                                                
Interest costs expensed............................  $14,918   $16,559   $23,670
Interest costs capitalized.........................      907       354       322
                                                     -------   -------   -------
                                                     $15,825   $16,913   $23,992
                                                     =======   =======   =======


     The Company leases equipment under noncancelable capital leases. The
initial lease terms range from three to five years, after which the Company has
the right to purchase the equipment at amounts defined by the agreements.

     As of December 31, 2003, minimum rental payments, under all capital leases,
including payments to acquire leased equipment, are as follows:



                                                                 MINIMUM
YEAR ENDING DECEMBER 31,                                      ANNUAL RENTAL
------------------------                                      -------------
                                                           
2004........................................................     $2,337
2005........................................................        224
                                                                 ------
                                                                  2,561
  Less: Amounts representing interest.......................         42
                                                                 ------
     PRESENT VALUE OF MINIMUM CAPITAL LEASE PAYMENTS........     $2,519
                                                                 ======


     The cost of leased equipment included in club equipment was approximately
$12,658 and $12,097 at December 31, 2002 and 2003, respectively; and the related
accumulated depreciation was $5,686 and $7,544, respectively.

7.  RELATED PARTY TRANSACTIONS

     The Company entered into a professional service agreement with Bruckmann,
Rosser, Sherrill & Co., Inc. ("BRS"), a stockholder of the Company for strategic
and financial advisory services on December 10, 1996. Fees for such services,
which are included in General and administrative expenses, are $250 per annum,
and are payable while BRS owns 20% or more of the outstanding Common stock of
the Company. No amounts were due BRS at December 31, 2002 and 2003.

                                       F-17

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The Company's Subordinated Agreement discussed in Note 6 was entered into
with an affiliate of a stockholder of the Company in 2000. This agreement was
terminated in connection with the April 16, 2003 Refinancing Transaction.

8.  LEASES

     The Company leases office, warehouse and multi-recreational facilities and
certain equipment under noncancelable operating leases. In addition to base
rent, the facility leases generally provide for additional rent based on
increases in real estate taxes and other costs. Certain leases give the Company
the right to acquire the leased facility at defined prices based on fair value
and provide for additional rent based upon defined formulas of revenue, cash
flow or operating results of the respective facilities. Under the provisions of
certain of these leases, the Company is required to maintain irrevocable letters
of credit, which total $1,749 as of December 31, 2003.

     The leases expire at various times through December 31, 2027, and certain
leases may be extended at the Company's option.

     Future minimum rental payments under noncancelable operating leases are as
follows:



                                                                 MINIMUM
YEAR ENDING DECEMBER 31,                                      ANNUAL RENTAL
------------------------                                      -------------
                                                           
2004........................................................    $ 50,976
2005........................................................      51,659
2006........................................................      51,500
2007........................................................      49,511
2008........................................................      47,476
Aggregate thereafter........................................     369,831
                                                                --------
                                                                $620,953
                                                                ========


     Rent expense, including the effect of deferred lease liabilities, for the
years ended December 31, 2001, 2002 and 2003 was $42,341, $52,085 and $59,273,
respectively. Such amounts include additional rent of $7,119, $8,368 and
$10,342, respectively.

     The Company, as landlord, leases space to third party tenants under
noncancelable operating leases and licenses. In addition to base rent, certain
leases provide for additional rent based on increases in real estate taxes,
indexation, utilities and defined amounts based on the operating results of the
lessee. The leases expire at various times through August 31, 2014. Future
minimum rentals receivable under noncancelable leases are as follows:



                                                                 MINIMUM
YEAR ENDING DECEMBER 31,                                      ANNUAL RENTAL
------------------------                                      -------------
                                                           
2004........................................................     $ 2,167
2005........................................................       2,392
2006........................................................       2,196
2007........................................................       1,985
2008........................................................       1,278
Aggregate thereafter........................................       5,723
                                                                 -------
                                                                 $15,741
                                                                 =======


                                       F-18

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Rental income, including noncash rental income, for the years ended
December 31, 2001, 2002 and 2003 was $1,879, $2,132 and $2,434, respectively.
Such amounts include additional rental charges above the base rent of $982,
$1,046 and $679, respectively.

9.  REDEEMABLE PREFERRED STOCK

  Redeemable Senior Preferred Stock

     During November 1998, the Company issued 40,000 shares of mandatorily
redeemable Senior stock ("Senior") and 143,261 warrants. During 2002 71,630 of
these warrants were exercised and in January 2004 the remaining 71,631 warrants
were exercised (see Note 18 Subsequent Events). The Senior stock had no voting
rights except as required by law. The warrants had an exercise price of $0.01,
expire in November 2008 and are exercisable into an equal number of shares of
Class A Common Stock. After payment of fees and expenses of approximately $365,
the Company received net proceeds of $39,635. Upon issuance, a $3,416 value was
ascribed to the warrants. The initial fair value of the Senior stock ($36,219)
was being accreted to its liquidation value using the interest method. The
Senior stock was redeemable in November 2008. The Company, at its option, could
redeem the Senior stock at any time without premium.

     The Senior stock had a liquidation value of $1,000 per share plus
cumulative unpaid dividends of $26,977 as of April 16, 2003. The Senior stock
holders were entitled to a cumulative 12% annual dividend, based on the share
price of $1,000. On April 16, 2003, in connection with the refinancing
transaction discussed in Note 6, all of the Senior stock was redeemed at a
liquidation value of $66,977. During 2003, the Company recorded $4,852 of
accretion, which was comprised of stock dividend accretion of $2,465 and the
remaining warrant accretion to liquidation value of $2,387.

  Series A Redeemable Preferred Stock

     During fiscal years 1997 and 1998, the Company issued 152,455 and 1,182
shares, respectively, of Series A redeemable preferred stock. As of December 31,
2002 and 2003, 153,637 shares of Series A stock were outstanding. Series A stock
has liquidation preferences over Common Stock in the event of a liquidation,
dissolution or winding up of the Company. Series A stock has no conversion
features or voting rights except as required by law, and rank "pari passu."
Series A stock has a liquidation value of $100 per share plus cumulative unpaid
dividends of $24,526 as of December 31, 2003. Series A stockholders are entitled
to a cumulative 14% annual dividend based upon the per share price of $100. The
Company may, at its sole discretion, pay any dividends by cash or by the
issuance of additional Series A shares. The Company may at any time redeem all
or any portion of the Series A stock at a price equal to the liquidation value
plus cumulative unpaid dividends.

                                       F-19

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     A summary of transactions related to Series A stock is as follows:



                                                                        CARRYING
                                                              SHARES     VALUE
                                                              -------   --------
                                                                  
Proceeds received in connection with the issuance of Series
  A stock...................................................  153,637   $15,364
Accretion of Series A stock dividends.......................       --    11,216
                                                              -------   -------
January 1, 2001 Series A stock..............................  153,637    26,580
Accretion to Series A stock dividends.......................       --     3,852
                                                              -------   -------
December 31, 2001 Series A stock............................  153,637    30,432
Accretion to Series A stock dividends.......................       --     4,409
                                                              -------   -------
December 31, 2002 Series A stock............................  153,637    34,841
Accretion to Series A stock dividends.......................       --     5,049
                                                              -------   -------
December 31, 2003 Series A stock............................  153,637   $39,890
                                                              =======   =======


     In the event of a change in control as defined, each holder of Series A
stock then outstanding may require the Corporation, and the Corporation shall be
obligated, to redeem all or any portion of the Series A stock owned by such
holder.

     In February 2004, the Company redeemed all of the Series A stock at a
liquidation value of $40,516. See Note 18, Subsequent Events.

10.  STOCKHOLDERS' DEFICIT

A.  CAPITALIZATION

     The Company's certificate of incorporation, as amended, provides for the
issuance of up to 3,500,000 shares of capital stock, consisting of 2,500,000
shares of Class A Voting Common Stock ("Class A"), par value $0.001 per share;
500,000 shares of Class B Non-voting Common Stock ("Class B"), par value of
$0.001 per share, (Class A and Class B are collectively referred to herein as
"Common Stock"); and 200,000 shares of Series B Preferred Stock ("Series B") par
value $1.00 per share. This also includes the redeemable preferred stock
discussed in Note 9, 100,000 shares Senior stock, par value $1.00 per share and
200,000 shares of Series A stock, par value $1.00 per share.

     All stockholders have preemptive rights to purchase a pro-rata share of any
future sales of securities, as defined.

  Common Stock

     Class A stock and Class B stock each have identical terms with the
exception that Class A stock is entitled to one vote per share, while Class B
stock has no voting rights, except as required by law. In addition, Class B
stock is convertible into an equal number of Class A shares, at the option of
the holder of the majority of the Class B stock. To date, the Company has not
issued Class B stock.

  Series B Preferred Stock

     During December 1996, the Company issued 3,857 shares of Series B preferred
stock, 3,822 shares of which were outstanding as of December 31, 2002. During
2003, the Company issued an additional 106,267 shares and repurchased 549 shares
of previously issued Series B

                                       F-20

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

preferred stock which were retired. The executives sold all of the Series B
stock issued in connection with the 106,267 shares to an affiliate of a
stockholder of the Company. Series B stock has liquidation preferences over
Common Stock in the event of a liquidation, dissolution or winding up of the
Company. Series B stock has no voting rights except as required by law, and rank
"pari passu." Upon consummation of an IPO, at the option of the holder, each
Series B stock is convertible into Class A Common Stock at prices, at which the
Class A Common Stock is sold in such IPO. The Company may at any time redeem all
or any portion of the Series B stock at a price equal to the liquidation value
plus cumulative unpaid dividends. Series B stock has a liquidation value of $35
per share plus cumulative unpaid dividends of $6,127 as of December 31, 2003.
Series B stockholders are entitled to a cumulative 14% annual dividend based
upon the per share price of $35. The Company may, at its sole discretion, pay
any dividends by cash or by the issuance of additional Series B shares.

     In the event of a change in control, as defined, each holder of Series B
stock then outstanding may require the Corporation, and the Corporation shall be
obligated, to redeem all or any portion of the Series B stock owned by such
holder. The Series B preferred stockholders do not control a majority of the
votes of the board of directors through direct representation or other rights.

     In February 2004, the Company redeemed all of the Series B stock at a
liquidation value of $10,118. See Note 18, Subsequent Events.

B.  STOCK OPTIONS

  Class A Common Stock Options

     During the year ended May 31, 1997, the Company adopted the Town Sports
International Inc. Common Stock Option Plan (the "Plan"). The provisions of the
Plan, as amended and restated, provide for the Company's Board of Directors to
grant to executives and key employees options to acquire 162,754 shares of Class
A stock.

     Grants vest in full at various dates between December 2007 and 2012. The
vesting of these grants will be accelerated in the event that certain defined
events occur including the achievement of annual equity values or the sale of
the Company. The term of each of these grants is ten or eleven years.

     In accordance with APB No. 25, Accounting for Stock Issued to Employees,
the Company recorded unearned compensation in connection with the 1998 Grants
and the 2001 Grants. Such amount is included within stockholders' deficit and
represented the difference between the estimated fair value of the Class A stock
on the date of amendment or grant, respectively, and the exercise price.
Unearned compensation will be amortized as compensation expense over the vesting
period. During the years ended December 31, 2001, 2002 and 2003, amortization of
unearned compensation totaled $156, $70 and $21, respectively.

     As of December 31, 2003, there were 30,227 shares reserved for future
option awards.

     As of December 31, 2001, 2002 and 2003, a total of 76,474, 75,819 and
80,294 Class A Common stock options were exercisable, respectively.

  Series B Preferred Stock Options

     During the year ended May 31, 1997, the Company granted 164,783 options
("Series B Options") to certain employees which entitle the holders to purchase
an equal number of shares of Series B stock at an exercise price of $10.00 per
share. Series B Options were fully
                                       F-21

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

vested on the date of grant and expire on December 31, 2021. The terms of the
Series B Options also contained provisions whereby the exercise price would be
reduced, or in certain cases, the option holder would receive cash in accordance
with a formula as defined. The aggregate value of, either a reduction in
exercise price, or the distribution of cash is deemed compensatory and,
accordingly, is recorded as a compensation expense. For the years ended December
31, 2001, 2002 and 2003 compensation expense recognized in connection with
Series B Options totaled $993, $1,137 and $177, respectively. All Series B
Preferred stock options were exercisable upon grant. There are no shares of
Series B Preferred Stock reserved for future option grants.

     In January 2003, an executive officer of the Company exercised 9,530 Series
B Options, and in turn these newly issues shares were repurchased by the Company
for $540 and were retired. In February 2003, several executives of the Company
exercised and converted the remaining 148,775 Series B Options in to 106,267
shares of Series B preferred stock. The difference between the 148,775 options
exercised and the 106,267 shares issued is due to the remittance of these shares
to the Company to cover the purchase price of the stock. The remitted shares
were subsequently retired by the Company.

     The following table summarizes the stock option activity for the years
ended December 31, 2001, 2002 and 2003:



                                                 WEIGHTED                 WEIGHTED
                                                 AVERAGE                  AVERAGE
                                       CLASS A   EXERCISE     SERIES B    EXERCISE
                                       COMMON     PRICE       PREFERRED    PRICE
                                       -------   --------     ---------   --------
                                                              
Balance at January 1, 2001...........   92,682   $ 23.88       158,306     $10.00
Granted..............................    7,400   $100.00(i)         --
Exercised............................     (788)  $ 32.53            --
Forfeited............................     (512)  $ 25.76            --
                                       -------                ---------
Balance at December 31, 2001.........   98,782   $ 29.32       158,306     $10.00
Exercised............................   (3,100)  $ 22.93            --
Forfeited............................   (2,200)  $ 84.57            --
                                       -------                ---------
Balance at December 31, 2002.........   93,482   $ 28.23       158,306     $10.00
Granted..............................   46,400   $144.00(ii)        --
Exercised............................   (1,740)  $ 36.14      (158,306)    $10.00
Forfeited............................   (7,610)  $ 24.48            --
                                       -------                ---------
Balance at December 31, 2003.........  130,532   $ 69.49            --
                                       =======                =========


---------------

(i) Option exercise price of these options was less than the estimated fair
    value on the grant date.

(ii) Option exercise price was greater than market price on the grant date.

                                       F-22

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The following table summarizes stock option information as of December 31,
2003:



                                 OPTIONS OUTSTANDING              OPTIONS EXERCISABLE
                        -------------------------------------   -----------------------
                                       WEIGHTED-
                                        AVERAGE     WEIGHTED-                 WEIGHTED-
                                       REMAINING     AVERAGE                   AVERAGE
                          NUMBER      CONTRACTUAL   EXERCISE      NUMBER      EXERCISE
                        OUTSTANDING      LIFE         PRICE     EXERCISABLE     PRICE
                        -----------   -----------   ---------   -----------   ---------
                                                               
Class A Common
  1997 Grants.........     45,586      36 months     $  1.00      45,586       $  1.00
  1998 Grants.........      7,800      52 months     $ 17.50       7,800       $ 17.50
  1999 Grants.........      9,700      60 months     $ 53.00       7,760       $ 53.00
  2000 Grants.........     16,446      72 months     $ 75.00       9,868       $ 75.00
  2001 Grants.........      4,600     101 months     $100.00          --       $100.00
  2003 Grants.........     46,400     108 months     $144.00       9,280       $144.00
                        -----------                             -----------
Total Grants..........    130,532                                 80,294
                        ===========                             ===========


11.  ASSET ACQUISITIONS

     During the period from January 1, 2001 through December 31, 2002, the
Company completed the acquisition of six fitness clubs. There were no club
acquisitions during the year ended December 31, 2003. None of the individual
acquisitions were material to the financial position, results of operations or
cash flows of the Company. The table below summarizes the aggregate purchase
price and the purchase price allocation to assets acquired:



                                                                YEARS ENDED
                                                               DECEMBER 31,
                                                              ---------------
                                                               2001     2002
                                                              ------   ------
                                                                 
Number of clubs acquired....................................       2        4
                                                              ======   ======
Purchase prices payable in cash at closing..................  $1,272   $2,322
Issuance and assumption of notes payable....................     250    4,725
                                                              ------   ------
     TOTAL PURCHASE PRICES..................................  $1,522   $7,047
                                                              ======   ======
Allocation of purchase prices
  Goodwill..................................................  $1,316   $4,479
  Fixed assets..............................................     235    1,955
  Membership lists..........................................     181    1,432
  Other net liabilities acquired............................    (172)    (108)
  Deferred revenue..........................................     (38)    (711)
                                                              ------   ------
     TOTAL ALLOCATION OF PURCHASE PRICES....................  $1,522   $7,047
                                                              ======   ======


     For financial reporting purposes, these acquisitions have been accounted
for under the purchase method and, accordingly, the purchase prices have been
assigned to the assets and liabilities acquired on the basis of their respective
fair values on the date of acquisition. The excess of purchase prices over the
net tangible assets acquired has been allocated to membership lists acquired and
goodwill. The results of operations of the clubs have been included in the
Company's consolidated financial statements from the respective dates of
acquisition. Certain acquisitions have continuing consideration based on future
earnings, which

                                       F-23

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

will be capitalized as part of the purchase price when incurred. The impact of
these acquisitions on the consolidated financial statements of the Company was
not material.

12.  REVENUE FROM CLUB OPERATIONS

     Revenues from club operations for the years ended December 31, 2001, 2002
and 2003 are summarized below:



                                                    YEARS ENDED DECEMBER 31,
                                                 ------------------------------
                                                   2001       2002       2003
                                                 --------   --------   --------
                                                              
Membership dues................................  $227,073   $257,917   $273,608
Initiation fees................................    13,287     14,361     13,891
Other club revenues............................    37,840     42,717     48,641
                                                 --------   --------   --------
                                                 $278,200   $314,995   $336,140
                                                 ========   ========   ========


13.  CORPORATE INCOME TAXES

     The provision (benefit) for income taxes for the years ended December 31,
2001, 2002 and 2003 consisted of the following:



                                                     YEAR ENDED DECEMBER 31, 2001
                                                     -----------------------------
                                                               STATE AND
                                                     FEDERAL     LOCAL      TOTAL
                                                     -------   ---------   -------
                                                                  
Current............................................  $ 7,964    $ 3,415    $11,379
Deferred...........................................   (3,357)    (1,169)    (4,526)
                                                     -------    -------    -------
                                                     $ 4,607    $ 2,246    $ 6,853
                                                     =======    =======    =======




                                                     YEAR ENDED DECEMBER 31, 2002
                                                     -----------------------------
                                                               STATE AND
                                                     FEDERAL     LOCAL      TOTAL
                                                     -------   ---------   -------
                                                                  
Current............................................  $ 6,483    $ 4,388    $10,871
Deferred...........................................     (536)      (626)    (1,162)
                                                     -------    -------    -------
                                                     $ 5,947    $ 3,762    $ 9,709
                                                     =======    =======    =======




                                                     YEAR ENDED DECEMBER 31, 2003
                                                     -----------------------------
                                                               STATE AND
                                                     FEDERAL     LOCAL      TOTAL
                                                     -------   ---------   -------
                                                                  
Current............................................  $   463    $ 1,591    $ 2,054
Deferred...........................................    3,017        466      3,483
                                                     -------    -------    -------
                                                     $ 3,480    $ 2,057    $ 5,537
                                                     =======    =======    =======


                                       F-24

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The components of the net deferred tax asset as of, December 31, 2002 and
2003 are summarized below:



                                                                DECEMBER 31,
                                                              -----------------
                                                               2002      2003
                                                              -------   -------
                                                                  
Deferred tax assets
  Deferred lease liabilities................................  $ 9,821   $ 9,998
  Deferred revenue..........................................    5,954     5,156
  Fixed assets and intangible assets........................    5,032     4,054
  Compensation expense incurred in connection with stock
     options................................................    4,855     1,489
  State net operating loss carry-forwards...................    1,151     1,431
  Other.....................................................       (1)      517
                                                              -------   -------
                                                               26,812    22,645
                                                              -------   -------
Deferred tax liabilities
  Deferred costs............................................   (6,174)   (5,490)
                                                              -------   -------
                                                               (6,174)   (5,490)
                                                              -------   -------
     NET DEFERRED TAX ASSETS, PRIOR TO VALUATION
       ALLOWANCE............................................   20,638    17,155
Valuation allowance.........................................     (384)     (384)
                                                              -------   -------
     NET DEFERRED TAX ASSETS................................  $20,254   $16,771
                                                              =======   =======


     As of December 31, 2003, the Company has state net operating loss ("NOL")
carry-forwards of approximately $15,970. Such amounts expire between December
31, 2004 and December 31, 2021. The Company's $384 valuation allowance has been
maintained principally for NOL carryforwards, which are subject to limitations
principally due to acquisitions.

     Foreign income and the effect of foreign income taxes was immaterial.

     The differences between the U.S. federal statutory income tax rate and the
Company's effective tax rate were as follows for the years ended December 31,
2003, 2002 and 2001:



                                                             YEARS ENDED DECEMBER 31,
                                                             -------------------------
                                                             2001      2002      2003
                                                             -----     -----     -----
                                                                        
Federal statutory tax rate.................................   35%       35%       35%
State and local income taxes, net of federal tax benefit
  and change of valuation allowance........................    8         9         8
Change in state effective income tax rate..................    1        --        --
Non-deductible goodwill and other permanent differences....    3         1        --
                                                              --        --        --
                                                              47%       45%       43%
                                                              ==        ==        ==


14.  SEPTEMBER 11, 2001 EVENTS

     The terrorist attacks of September 11, 2001 ("the September 11 events"),
resulted in a tremendous loss of life and property. Secondarily, those events
interrupted the operations at four clubs located in downtown Manhattan. Three of
the affected four clubs were back in operation by October 2001, while the fourth
club reopened in September 2002.

                                       F-25

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     The Company carries business interruption insurance to mitigate certain
lost revenue and profits experienced with the September 11 events. In this
regard in the third quarter of 2001 a $175 insurance receivable was recorded
representing an estimate of costs incurred in September 2001. Such costs
included rent, payroll benefits, and other club operating costs incurred during
period of closure. In 2002, we collected this $175 receivable and received
additional on-account payments of $1,025. In 2003 the Company received $2,800
from its insurer and the Company entered into a final settlement agreement.
These on-account and final payments were classified with fees and other revenue
when received.

15.  CONTINGENCIES

     On February 13, 2003, an individual filed suit against the Company in the
Supreme Court, New York County, alleging that on January 14, 2003, he sustained
an injury at one of our club locations resulting in serious bodily injury. He
filed an amended complaint on September 17, 2003 seeking two billion dollars in
damages for personal injuries. His cause of action seeking punitive damages, in
the amount of two hundred and fifty million dollars, was dismissed on January
26, 2004. The Company has in force fifty-one million dollars of insurance
coverage to cover claims of this nature. The Company intends to vigorously
contest this lawsuit and presently anticipates that these matters will be
covered by insurance.

     The Company is a party to various lawsuits arising in the normal course of
business. Management believes that the ultimate outcome of these matters will
not have a material effect on the Company's consolidated financial position,
results of operations or cash flows.

16.  EMPLOYEE BENEFIT PLAN

     The Company maintains a 401(k) defined contribution plan and is subject to
the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
The Plan provides for the Company to make discretionary contributions. The Plan
was amended, effective January 1, 2001, to provide for an employer matching
contribution in an amount equal to 25% of the participant's contribution with a
limit of five hundred dollars per individual, per annum. Employer matching
contributions totaling $200 and $195 were made in February 2003 and 2004,
respectively, for the Plan years ended December 31, 2002 and 2003, respectively.

17.  DISCONTINUED OPERATIONS

     In the fourth quarter of 2002, the Company closed or sold two remote
underperforming, wholly-owned clubs. In connection with the closure of one of
the clubs the Company recorded club closure costs of $996 related to the
write-off of fixed assets. The Company has accounted for these two clubs as
discontinued operations and, accordingly, the results of their operations have
been classified as discontinued in the consolidated statement of operations and
prior periods have been reclassified in accordance with SFAS No. 144.

     Revenues and pre-tax losses for these discontinued clubs were $1,659 and
$894 in 2001 and $1,606 and $322 in 2002, respectively.

18.  SUBSEQUENT EVENTS

     On January 26, 2004 warrants to purchase 71,631 shares of Class A common
stock were exercised.

     On February 4, 2004 the Company and affiliates and Town Sports
International Holdings ("TSI Holdings"), a newly formed company, entered into a
Restructuring Agreement. In
                                       F-26

                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

connection with this Restructuring, the holders of the Company's Series A
Preferred Stock, Series B Preferred Stock and Class A Common stock contributed
their shares of the Company to TSI Holdings for an equal amount of newly issued
shares of the same form in TSI Holdings. Immediately following this exchange TSI
Holdings contributed to the Company the certificates representing all of the
Company shares contributed in the aforementioned exchange and in return the
Company issued 1,000 shares of common stock to TSI Holdings, and cancelled on
its books and records the certificate representing Company shares contributed to
it by TSI Holdings.

     On February 4, 2004 TSI Holdings, successfully completed an offering of
11.0% Senior Discount Notes ("the Discount Notes") that will mature in February
2014. TSI Holdings received a total of $124,807 in connection with this
issuance. Fees and expenses related to this transaction totaled approximately
$4,375. No cash interest is required to be paid prior to February 2009. The
accreted value of each Discount Note will increase from the date of issuance
until February 1, 2009, at a rate of 11.0% per annum compounded semi-annually
such that on February 1, 2009 the accreted value will equal $213,000, the
principal value due at maturity. Subsequent to February 1, 2009 cash interest on
the Discount Notes will accrue and be payable semi-annually in arrears February
1 and August 1 of each year, commencing August 1, 2009. The Discount Notes are
structurally subordinated and effectively rank junior to all indebtedness of the
Company.

     On February 6, 2004 all of TSI Holdings' outstanding Series A stock and
Series B stock were redeemed for a total of $50,634.

     On March 12, 2004 65,296 vested common stock options of TSI Holdings were
exercised.

     On March 15, 2004 the Board of Directors of TSI Holdings approved a common
stock dividend of $52.50 per share to all shareholders of record on March 15,
2004. This dividend was paid on March 17, 2004.

19.  GUARANTORS

     The Company and all of its domestic subsidiaries have unconditionally
guaranteed the $255,000 9 5/8% Senior Notes discussed in Note 6. However, the
Company's foreign subsidiaries have not provided guarantees for these Notes.

     Each guarantor is a wholly owned subsidiary of the Company and the
guarantees are full and unconditional and joint and severable. The following
schedules set forth condensed consolidating financial information as required by
Rule 3-10f of Securities and Exchange Commission Regulation S-X at December 31,
2002 and 2003 and for each of the three years ending December 31, 2003. The
financial information illustrates the composition of the combined guarantors.

                                       F-27


                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATING BALANCE SHEET
                     (ALL FIGURES IN THOUSANDS OF DOLLARS)
                               DECEMBER 31, 2002



                                                                    NON-
                                                   SUBSIDIARY    GUARANTOR
                                         PARENT    GUARANTORS   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                        --------   ----------   ------------   ------------   ------------
                                                                               
                                                  ASSETS
Current assets
  Cash and cash equivalents...........  $  1,575    $  3,635      $   341       $      --       $  5,551
  Accounts receivable, net............     1,840       1,173           99          (1,779)         1,333
  Inventory...........................        --       1,106           26              --          1,132
  Prepaid corporate income taxes......     3,012          --           --              --          3,012
  Intercompany receivable (payable)...   (18,996)     20,469       (1,473)             --             --
  Prepaid expenses and other current
    assets............................     5,837       2,093           --          (3,500)         4,430
                                        --------    --------      -------       ---------       --------
    Total current assets..............    (6,732)     28,476       (1,007)         (5,279)        15,458
Investment in subsidiaries............   206,413          --           --        (206,413)            --
Fixed assets, net.....................    11,273     198,050        1,500              --        210,823
Goodwill, net.........................        --      44,927          604              --         45,531
Intangible assets, net................        --       1,569          106              --          1,675
Deferred tax assets, net..............    20,866        (490)        (122)             --         20,254
Deferred membership costs.............        --      14,408           --              --         14,408
Other assets..........................     5,038       1,063           --              --          6,101
                                        --------    --------      -------       ---------       --------
    Total assets......................  $236,858    $288,003      $ 1,081       $(211,692)      $314,250
                                        ========    ========      =======       =========       ========

                    LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities
  Current portion of long-term debt
    and capital lease obligations.....  $  5,178    $     --      $    --       $      --       $  5,178
  Accounts payable....................       214       5,114           --              --          5,328
  Accrued expenses....................     9,470      13,398          545          (1,779)        21,634
  Deferred revenue....................        --      26,510           --              --         26,510
                                        --------    --------      -------       ---------       --------
    Total current liabilities.........    14,862      45,022          545          (1,779)        58,650
Long-term debt and capital lease
  obligations.........................   155,765       3,500           --          (3,500)       155,765
Deferred lease liabilities............       625      23,019           --              --         23,644
Deferred revenue......................         7       3,345           83              --          3,435
Other liabilities.....................       373       7,157           --              --          7,530
                                        --------    --------      -------       ---------       --------
    Total liabilities.................   171,632      82,043          628          (5,279)       249,024
                                        --------    --------      -------       ---------       --------
Redeemable preferred stock
  Redeemable senior preferred stock...    62,125          --           --              --         62,125
  Series A preferred stock............    34,841          --           --              --         34,841
                                        --------    --------      -------       ---------       --------
                                          96,966          --           --              --         96,966
                                        --------    --------      -------       ---------       --------
Stockholders' deficit
  Series B preferred stock............       303          --           --              --            303
  Common stockholders' deficit........   (32,336)    205,960          160        (206,120)       (32,336)
  Accumulated other comprehensive
    income............................       293          --          293            (293)           293
                                        --------    --------      -------       ---------       --------
    Total stockholders' deficit.......   (31,740)    205,960          453        (206,413)       (31,740)
                                        --------    --------      -------       ---------       --------
    Total liabilities, redeemable
      preferred stock and
      stockholders' deficit...........  $236,858    $288,003      $ 1,081       $(211,692)      $314,250
                                        ========    ========      =======       =========       ========


                                       F-28


                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                     CONDENSED CONSOLIDATING BALANCE SHEET
                     (ALL FIGURES IN THOUSANDS OF DOLLARS)
                               DECEMBER 31, 2003



                                                                 NON-
                                                SUBSIDIARY    GUARANTOR
                                      PARENT    GUARANTORS   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                     --------   ----------   ------------   ------------   ------------
                                                                            
                                                ASSETS
Current assets
  Cash and cash equivalents........  $    420    $ 39,006       $1,376       $      --       $ 40,802
  Accounts receivable, net.........     2,230       1,235          133          (2,129)         1,469
  Inventory........................         0         720           30              --            750
  Prepaid corporate income taxes...     4,062          --           --              --          4,062
  Intercompany receivable
    (payable)......................     7,068      (5,451)      (1,617)             --             --
  Prepaid expenses and other
    current assets.................     6,493       2,329           --          (3,500)         5,322
                                     --------    --------       ------       ---------       --------
    Total current assets...........    20,273      37,839          (78)         (5,629)        52,405
Investment in subsidiaries.........   238,166          --           --        (238,166)            --
Fixed assets, net..................    11,671     210,477        1,451              --        223,599
Goodwill, net......................        --      45,058          806              --         45,864
Intangible assets, net.............        --         630           --              --            630
Deferred tax assets, net...........    17,399        (491)        (137)             --         16,771
Deferred membership costs..........        --      13,038           --              --         13,038
Other assets.......................     9,005         887           --              --          9,892
                                     --------    --------       ------       ---------       --------
    Total assets...................  $296,514    $307,438       $2,042       $(243,795)      $362,199
                                     ========    ========       ======       =========       ========

                   LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities
  Current portion of long-term debt
    and capital lease
    obligations....................  $  3,486    $     --       $   --       $      --          3,486
  Accounts payable.................       220       5,159           --              --          5,379
  Accrued expenses.................    11,416      16,091          628          (2,129)        26,006
  Deferred revenue.................        --      26,621           --              --         26,621
                                     --------    --------       ------       ---------       --------
    Total current liabilities......    15,122      47,871          628          (2,129)        61,492
Long-term debt and capital lease
  obligations......................   274,947     (13,056)          --          (3,500)       258,391
Deferred lease liabilities.........       563      25,293           --              --         25,856
Deferred revenue...................       (64)      2,973           93              --          3,002
Other liabilities..................       351       7,511           --              --          7,862
                                     --------    --------       ------       ---------       --------
    Total liabilities..............   290,919      70,592          721          (5,629)       356,603
                                     --------    --------       ------       ---------       --------
Redeemable preferred stock
  Series A preferred stock.........    39,890          --           --              --         39,890
                                     --------    --------       ------       ---------       --------
                                       39,890          --           --              --         39,890
                                     --------    --------       ------       ---------       --------
Stockholders' deficit
  Series B preferred stock.........     9,961          --           --              --          9,961
  Common stockholders' deficit.....   (44,851)    236,845          725        (237,570)       (44,851)
  Accumulated other comprehensive
    income.........................       596          --          596            (596)           596
                                     --------    --------       ------       ---------       --------
    Total stockholders' deficit....   (34,294)    236,845        1,321        (238,166)       (34,294)
                                     --------    --------       ------       ---------       --------
    Total liabilities, redeemable
      preferred stock and
      stockholders' deficit........  $296,515    $307,437       $2,042       $(243,795)      $362,199
                                     ========    ========       ======       =========       ========


                                       F-29


                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                     (ALL FIGURES IN THOUSANDS OF DOLLARS)
                          YEAR ENDED DECEMBER 31, 2001



                                                          NON-
                                         SUBSIDIARY    GUARANTORS
                               PARENT    GUARANTORS   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                              --------   ----------   ------------   ------------   ------------
                                                                     
REVENUES
  Club operations...........  $    113    $275,482       $2,605        $     --       $278,200
  Fees and other............     1,272       6,012           --          (3,851)         3,433
                              --------    --------       ------        --------       --------
                                 1,385     281,494        2,605          (3,851)       281,633
                              --------    --------       ------        --------       --------
OPERATING EXPENSES
  Payroll and related.......    20,083      91,537        1,146              --        112,766
  Club operating............       447      91,089          705          (3,300)        88,941
  General and
     administrative.........       390      18,658          288            (551)        18,785
  Depreciation and
     amortization...........     2,636      29,021          528              --         32,185
                              --------    --------       ------        --------       --------
                                23,556     230,305        2,667          (3,851)       252,677
                              --------    --------       ------        --------       --------
  Operating income..........   (22,171)     51,189          (62)             --         28,956
Interest expense............    14,904         352           12            (350)        14,918
Interest income.............      (722)        (19)          --             350           (391)
                              --------    --------       ------        --------       --------
  Income from continuing
     operations before
     provision for corporate
     income taxes...........   (36,353)     50,856          (74)             --         14,429
Provision for corporate
  income taxes..............   (17,268)     24,108           13              --          6,853
                              --------    --------       ------        --------       --------
  Income from continuing
     operations before
     equity earnings........   (19,085)     26,748          (87)             --          7,576
Equity earnings from
  subsidiaries..............    26,131          --           --         (26,131)            --
Loss on discontinued
  operations, net of income
  tax benefit of $551.......        --        (530)          --              --           (530)
                              --------    --------       ------        --------       --------
  Net income................  $  7,046    $ 26,218       $  (87)       $(26,131)      $  7,046
                              ========    ========       ======        ========       ========


                                       F-30


                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                     (ALL FIGURES IN THOUSANDS OF DOLLARS)
                          YEAR ENDED DECEMBER 31, 2002



                                                          NON-
                                         SUBSIDIARY    GUARANTORS
                               PARENT    GUARANTORS   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                              --------   ----------   ------------   ------------   ------------
                                                                     
REVENUES
  Club operations...........  $    241    $310,926       $3,828        $     --       $314,995
  Fees and other............     2,187       6,290           --          (4,045)         4,432
                              --------    --------       ------        --------       --------
                                 2,428     317,216        3,828          (4,045)       319,427
                              --------    --------       ------        --------       --------
OPERATING EXPENSES
  Payroll and related.......    22,184     105,390        1,531              --        129,105
  Club operating............       564     101,088          945          (3,484)        99,113
  General and
     administrative.........       437      21,149          343            (561)        21,368
  Depreciation and
     amortization...........     2,857      28,509          382              --         31,748
                              --------    --------       ------        --------       --------
                                26,042     256,136        3,201          (4,045)       281,334
                              --------    --------       ------        --------       --------
  Operating income..........   (23,614)     61,080          627              --         38,093
Interest expense............    16,548         351           10            (350)        16,559
Interest income.............      (488)         --         (444)            350           (138)
                              --------    --------       ------        --------       --------
  Income from continuing
     operations before
     provision for corporate
     income taxes...........   (39,674)     60,729          617              --         21,672
Provision for corporate
  income taxes..............   (17,766)     27,296          179              --          9,709
                              --------    --------       ------        --------       --------
  Income from continuing
     operations before
     equity earnings........   (21,908)     33,433          438              --         11,963
Equity earnings from
  subsidiaries..............    33,104          --           --         (33,104)            --
Loss on discontinued
  operations, net of income
  tax benefit of $551.......        --        (767)          --              --           (767)
Cumulative effect of a
  change in accounting
  principle, net of income
  tax benefit of $812.......      (689)       (689)          --             689           (689)
                              --------    --------       ------        --------       --------
  Net income................  $ 10,507    $ 31,977       $  438        $(32,415)      $ 10,507
                              ========    ========       ======        ========       ========


                                       F-31


                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                     (ALL FIGURES IN THOUSANDS OF DOLLARS)
                          YEAR ENDED DECEMBER 31, 2003



                                                          NON-
                                         SUBSIDIARY    GUARANTORS
                               PARENT    GUARANTORS   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                              --------   ----------   ------------   ------------   ------------
                                                                     
REVENUES
  Club operations...........  $    427    $331,102       $4,611        $     --       $336,140
  Fees and other............     3,990       6,586           --          (4,175)         6,401
                              --------    --------       ------        --------       --------
                                 4,417     337,688        4,611          (4,175)       342,541
                              --------    --------       ------        --------       --------
OPERATING EXPENSES
  Payroll and related.......    21,439     107,364        1,782              --        130,585
  Club operating............       772     112,800        1,112          (3,615)       111,069
  General and
     administrative.........      (123)     22,291          387            (560)        21,995
  Depreciation and
     amortization...........     3,890      30,661          376              --         34,927
                              --------    --------       ------        --------       --------
                                25,978     273,116        3,657          (4,175)       298,576
                              --------    --------       ------        --------       --------
  Operating income..........   (21,561)     64,572          954              --         43,965
Loss on extinguishment of
  debt......................     7,773          --           --              --          7,773
Interest expense............    23,891         130           (1)           (350)        23,670
Interest income.............      (794)         --           --             350           (444)
                              --------    --------       ------        --------       --------
  Income from continuing
     operations before
     provision for corporate
     income taxes...........   (52,431)     64,442          955              --         12,966
Provision for corporate
  income taxes..............   (24,100)     29,401          236              --          5,537
                              --------    --------       ------        --------       --------
  Income from continuing
     operations before
     equity earnings........   (28,331)     35,041          719              --          7,429
Equity earnings from
  subsidiaries..............    35,760          --           --         (35,760)            --
                              --------    --------       ------        --------       --------
  Net income................  $  7,429    $ 35,041       $  719        $(35,760)      $  7,429
                              ========    ========       ======        ========       ========


                                       F-32


                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                          YEAR ENDED DECEMBER 31, 2001
                     (ALL FIGURES IN THOUSANDS OF DOLLARS)



                                                                        NON-
                                                       SUBSIDIARY    GUARANTORS
                                             PARENT    GUARANTORS   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                            --------   ----------   ------------   ------------   ------------
                                                                                   
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income..............................  $  7,046    $ 26,218       $ (87)        $(26,131)      $  7,046
                                            --------    --------       -----         --------       --------
Adjustments to reconcile net income to net
  cash provided by operating activities
  Depreciation and amortization...........     2,636      29,503         528                          32,667
  Compensation expense in connection with
    stock options.........................     1,149          --          --                           1,149
  Noncash rental expenses, net of noncash
    rental income.........................        56       4,168          --               --          4,224
  Amortization of debt issuance costs.....     1,882          --          --               --          1,882
  Changes in operating assets and
    liabilities...........................    (6,317)      4,005          99               --         (2,213)
  Other...................................   (26,775)        229           8           26,131           (407)
                                            --------    --------       -----         --------       --------
    Total adjustments.....................   (27,369)     37,905         635           26,131         37,302
                                            --------    --------       -----         --------       --------
    Net cash provided by operating
      activities..........................   (20,323)     64,123         548               --         44,348
                                            --------    --------       -----         --------       --------
NET CASH USED IN INVESTING ACTIVITIES.....    (3,893)    (53,751)       (714)              --        (58,358)
                                            --------    --------       -----         --------       --------
NET CASH USED IN FINANCING ACTIVITIES.....    24,349      (8,491)        245               --         16,103
                                            --------    --------       -----         --------       --------
    Net decrease in cash and cash
      equivalents.........................       133       1,881          79               --          2,093
CASH AND CASH EQUIVALENTS
Beginning of period.......................        57       3,311          (3)              --          3,365
                                            --------    --------       -----         --------       --------
End of period.............................  $    190    $  5,192       $  76         $     --       $  5,458
                                            ========    ========       =====         ========       ========


                                       F-33


                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                          YEAR ENDED DECEMBER 31, 2002
                     (ALL FIGURES IN THOUSANDS OF DOLLARS)



                                                                        NON-
                                                       SUBSIDIARY    GUARANTORS
                                             PARENT    GUARANTORS   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                            --------   ----------   ------------   ------------   ------------
                                                                                   
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income..............................  $ 10,507    $ 31,977       $  438        $(32,415)      $ 10,507
                                            --------    --------       ------        --------       --------
Adjustments to reconcile net income to net
  cash provided by operating activities
  Depreciation and amortization...........     2,857      28,786          382              --         32,025
  Goodwill impairment write-off and club
    closure costs.........................        --       2,297           --              --          2,297
  Compensation expense in connection with
    stock options.........................     1,207          --           --              --          1,207
  Noncash rental expenses, net of noncash
    rental income.........................       (78)      1,748           --              --          1,670
  Amortization of debt issuance costs.....     1,928          --           --              --          1,928
  Changes in operating assets and
    liabilities...........................    (3,483)      4,768          306              --          1,591
  Other...................................   (32,061)       (742)         (32)         32,415           (420)
                                            --------    --------       ------        --------       --------
    Total adjustments.....................   (29,630)     36,857          656          32,415         40,298
                                            --------    --------       ------        --------       --------
    Net cash provided by operating
      activities..........................   (19,123)     68,834        1,094              --         50,805
                                            --------    --------       ------        --------       --------
NET CASH USED IN INVESTING ACTIVITIES.....    (3,128)    (36,805)        (249)             --        (40,182)
                                            --------    --------       ------        --------       --------
NET CASH USED IN FINANCING ACTIVITIES.....    23,636     (33,586)        (580)             --        (10,530)
                                            --------    --------       ------        --------       --------
    Net change in cash and cash
      equivalents.........................     1,385      (1,557)         265              --             93
CASH AND CASH EQUIVALENTS
Beginning of period.......................       190       5,192           76              --          5,458
                                            --------    --------       ------        --------       --------
End of period.............................  $  1,575    $  3,635       $  341        $     --       $  5,551
                                            ========    ========       ======        ========       ========


                                       F-34


                TOWN SPORTS INTERNATIONAL, INC. AND SUBSIDIARIES

                CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                          YEAR ENDED DECEMBER 31, 2003
                     (ALL FIGURES IN THOUSANDS OF DOLLARS)



                                                                        NON-
                                                       SUBSIDIARY    GUARANTORS
                                             PARENT    GUARANTORS   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
                                            --------   ----------   ------------   ------------   ------------
                                                                                   
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income..............................  $  7,429    $ 35,041       $  719        $(35,760)      $  7,429
                                            --------    --------       ------        --------       --------
Adjustments to reconcile net income to net
  cash provided by operating activities
  Depreciation and amortization...........     3,890      30,661          376              --         34,927
  Compensation expense in connection with
    stock options.........................       198          --           --              --            198
  Noncash rental expenses, net of noncash
    rental income.........................       (84)      1,734           --              --          1,650
  Loss on extinguishment of debt..........     7,773          --           --              --          7,773
  Amortization of debt issuance costs.....     1,627          --           --              --          1,627
  Changes in operating assets and
    liabilities...........................     4,011         549           66              --          4,626
  Other...................................   (36,277)        485           55          35,760             23
                                            --------    --------       ------        --------       --------
    Total adjustments.....................   (18,862)     33,429          497          35,760         50,824
                                            --------    --------       ------        --------       --------
    Net cash provided by operating
      activities..........................   (11,433)     68,470        1,216              --         58,253
                                            --------    --------       ------        --------       --------
Net cash used in investing activities.....    (4,288)    (38,120)        (326)             --        (42,734)
                                            --------    --------       ------        --------       --------
Net cash used in financing activities.....    14,566       5,021          145              --         19,732
                                            --------    --------       ------        --------       --------
    Net change in cash and cash
      equivalents.........................    (1,155)     35,371        1,035              --         35,251
CASH AND CASH EQUIVALENTS
Beginning of period.......................     1,575       3,635          341              --          5,551
                                            --------    --------       ------        --------       --------
End of period.............................  $    420    $ 39,006       $1,376        $     --       $ 40,802
                                            ========    ========       ======        ========       ========


                                       F-35


                                  $213,000,000

                    TOWN SPORTS INTERNATIONAL HOLDINGS, INC.

                               EXCHANGE OFFER FOR
                       11% SENIOR DISCOUNT NOTES DUE 2014

                             ---------------------
                                   PROSPECTUS
                                             , 2004
                             ---------------------

     We have not authorized any dealer, salesperson or other person to give any
information or represent anything to you other than the information contained in
this prospectus. You may not rely on unauthorized information or
representations.

     This prospectus does not offer to sell or ask for offers to buy any of the
securities in any jurisdiction where it is unlawful, where the person making the
offer is not qualified to do so, or to any person who can not legally be offered
the securities.

     The information in this prospectus is current only as of the date on its
cover, and may change after that date. For any time after the cover date of this
prospectus, we do not represent that our affairs are the same as described or
that the information in this prospectus is correct, nor do we imply those things
by delivering this prospectus or selling securities to you.

     Until           , 2004, all dealers that effect transactions in these
securities, whether or not participating in the exchange offer may be required
to deliver a prospectus. This is in addition to the dealers' obligations to
deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Town Sports International Holdings, Inc. is a corporation organized
     under the laws of the State of Delaware. Article V of Town Sports
     International Holdings, Inc.'s By-Laws provides that:

     Section 1.  Nature of Indemnity. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or a person of whom
he is the legal representative, is or was a director or officer, of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee, fiduciary, or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee,
fiduciary or agent or in any other capacity while serving as a director,
officer, employee, fiduciary or agent, shall be indemnified and held harmless by
the corporation to the fullest extent which it is empowered to do so by the
General Corporation Law of the State of Delaware, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to such
amendment) against all expense, liability and loss (including attorneys' fees
actually and reasonably incurred by such person in connection with such
proceeding and such indemnification shall inure to the benefit of his or her
heirs, executors and administrators; provided, however, that, except as provided
in Section 2 hereof, the corporation shall indemnify any such person seeking
indemnification in connection with a proceeding initiated by such person only if
such proceeding was authorized by the board of directors of the corporation. The
right to indemnification conferred in this Article V shall be a contract right
and, subject to Sections 2 and 5 hereof, shall include the right to be paid by
the corporation the expenses incurred in defending any such proceeding in
advance of its final disposition. The corporation may, by action of its board of
directors, provide indemnification to employees and agents of the corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

     Section 2.  Procedure for Indemnification of Directors and Officers. Any
indemnification of a director or officer of the corporation under Section 1 of
this Article V or advance of expenses under Section 5 of this Article V shall be
made promptly, and in any event within 30 days, upon the written request of the
director or officer. If a determination by the corporation that the director or
officer is entitled to indemnification pursuant to this Article V is required,
and the corporation fails to respond within sixty days to a written request for
indemnity, the corporation shall be deemed to have approved the request. If the
corporation denies a written request for indemnification or advancing of
expenses, in whole or in part, or if payment in full pursuant to such request is
not made within 30 days, the right to indemnification or advances as granted by
this Article V shall be enforceable by the director or officer in any court of
competent jurisdiction. Such person's costs and expenses incurred in connection
with successfully establishing his or her right to indemnification, in whole or
in part, in any such action shall also be indemnified by the corporation. It
shall be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any, has been tendered to the
corporation) that the claimant has not met the standards of conduct which make
it permissible under the General Corporation Law of the State of Delaware for
the corporation to indemnify the claimant for the amount claimed, but the burden
of such defense shall be on the corporation. Neither the failure of the
corporation (including its board of directors, independent legal counsel, or its
                                       II-1


stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual determination by
the corporation (including its board of directors, independent legal counsel, or
its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

     Section 3.  Nonexclusivity of Article V. The rights to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article V shall not be exclusive of any
other right which any person may have or hereafter acquire under any statute,
provision of the corporation's certificate of incorporation, by-law, agreement,
vote of stockholders or disinterested directors or otherwise.

     Section 4.  Insurance. The corporation may purchase and maintain insurance
on its own behalf and on behalf of any person who is or was a director, officer,
employee, fiduciary, or agent of the corporation or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him or her and incurred by him or her in any such
capacity, whether or not the corporation would have the power to indemnify such
person against such liability under this Article V.

     Section 5.  Expenses. Expenses incurred by any person described in Section
1 of this Article V in defending a proceeding shall be paid by the corporation
in advance of such proceeding's final disposition unless otherwise determined by
the board of directors in the specific case upon receipt of an undertaking by or
on behalf of the director or officer to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by the
corporation. Such expenses incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the board of directors deems
appropriate.

     Section 6.  Employees and Agents. Persons who are not covered by the
foregoing provisions of this Article V and who are or were employees or agents
of the corporation, or who are or were serving at the request of the corporation
as employees or agents of another corporation, partnership, joint venture, trust
or other enterprise, may be indemnified to the extent authorized at any time or
from time to time by the board of directors.

     Section 7.  Contract Rights. The provisions of this Article V shall be
deemed to be a contract right between the corporation and each director or
officer who serves in any such capacity at any time while this Article V and the
relevant provisions of the General Corporation Law of the State of Delaware or
other applicable law are in effect, and any repeal or modification of this
Article V or any such law shall not affect any rights or obligations then
existing with respect to any state of facts or proceeding then existing.

     Section 8.  Merger or Consolidation. For purposes of this Article V,
references to "the corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under this Article V
with respect to the resulting or surviving corporation as he or she would have
with respect to such constituent corporation if its separate existence had
continued.

                                       II-2


ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

     See Exhibit Index.

(b) Financial Statement Schedules.

     All schedules have been omitted because they are not applicable or because
the required information is shown in the financial statements or notes thereto.

ITEM 22. UNDERTAKINGS.

     The undersigned registrants hereby undertake:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;

     (2) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

     (3) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which individually or in the aggregate, represent a
fundamental change in the information in the registration statement;

     (4) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

     (5) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;

     (6) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;

     (7) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described under
Item 20 or otherwise, the registrants have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

     (8) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.

     (9) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.

                                       II-3


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-4 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New York,
State of New York on March   , 2004.

                                         TOWN SPORTS INTERNATIONAL HOLDINGS,
                                         INC.

                                          By: /s/ RICHARD PYLE
                                            ------------------------------------
                                              Richard Pyle
                                              CHIEF FINANCIAL OFFICER

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitute and appoint Richard Pyle his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities (including his or her capacity as a director and/or officer of Town
Sports International Holdings, Inc.), to sign any or all amendments (including
post-effective amendments) to this registration statement and any subsequent
registration statement filed pursuant to Rule 462(b) under the Securities Act of
1933, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each said attorney-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-4 has been signed by the following persons in
the capacities indicated on March   , 2004.



                      SIGNATURE                                             CAPACITY
                      ---------                                             --------
                                                      

                   /s/ MARK SMITH                            Chairman of the Board of Directors and
-----------------------------------------------------                        Director
                     Mark Smith

                 /s/ ROBERT GIARDINA                                Chief Executive Officer
-----------------------------------------------------            (Principal Executive Officer)
                   Robert Giardina

                  /s/ RICHARD PYLE                                  Chief Financial Officer
-----------------------------------------------------     (Principal Financial and Accounting Officer)
                    Richard Pyle

                  /s/ KEITH ALESSI                                          Director
-----------------------------------------------------
                    Keith Alessi

                 /s/ BRUCE BRUCKMAN                                         Director
-----------------------------------------------------
                   Bruce Bruckman

                 /s/ J. RICE EDMONDS                                        Director
-----------------------------------------------------
                   J. Rice Edmonds

                   /s/ JASON FISH                                           Director
-----------------------------------------------------
                     Jason Fish

                   /s/ PAUL ARNOLD                                          Director
-----------------------------------------------------
                     Paul Arnold


                                       II-4


                                 EXHIBIT INDEX

 1.1  Purchase Agreement dated as of January 28, 2004 by and among Town Sports
      International Holdings, Inc. and Deutsche Bank Securities Inc.

 3.1  Certificate of Incorporation of Town Sports International Holdings, Inc.

 3.2  Amended Certificate of Incorporation of Town Sports International
      Holdings, Inc.

 3.3  By-laws of Town Sports International Holdings, Inc.

 4.1  Indenture dated as of February 4, 2004 by and among Town Sports
      International Holdings, Inc. and The Bank of New York.

 4.2  Form of Note (included in Exhibit 4.1).

 4.3  Registration Rights Agreement, dated as of February 4, 2004, by and
      between Town Sports International Holdings, Inc. and Deutsche Bank
      Securities Inc.

 5.1  Opinion of Kirkland & Ellis LLP.

 8.1  Opinion of Kirkland & Ellis LLP regarding federal tax consequences.

10.1  Credit Agreement dated as of April 16, 2003 by and among Town Sports
      International, Inc., the financial institutions referred to therein and
      Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit
      10.1 to Form S-4 of Town Sports International, Inc. (File No. 333-82607)).

10.2  First Amendment, dated as of January 27, 2004, to Credit Agreement by and
      among Town Sports International, Inc., the financial institutions referred
      to therein and Deutsche Bank Trust Company Americas.

10.3  Restructuring Agreement, dated as of February 4, 2004, by and among Town
      Sports International, Inc., Town Sports International Holdings, Inc.
      Bruckman, Rosser, Sherril & Co., L.P. the individuals and entities listed
      on the BRS Co-Investor Signature Pages thereto, Farallon Capital Partners,
      L.P., Farralon Capital Institutional Partners, L.P., RR Capital Partners,
      L.P., and Farallon Capital Institutional Partners II, L.P., Canterbury
      Detroit Partners, L.P., Canterbury Mezzanine Capital, L.P., Rosewood
      Capital, L.P., Rosewood Capital IV, L.P., Rosewood Capital IV Associates,
      L.P., CapitalSource Holdings LLC, Keith Alessi, Paul Arnold, and certain
      stockholders of the Company listed on the Executive Signature Pages
      thereto.

10.4  Stockholders Agreement, dated as of February 4, 2004, by and among Town
      Sports International Holdings, Inc., Town Sports International, Inc.,
      Bruckman, Rosser, Sherril & Co., L.P. the individuals and entities listed
      on the BRS Co-Investor Signature Pages thereto, Farallon Capital Partners,
      L.P., Farralon Capital Institutional Partners, L.P., RR Capital Partners,
      L.P., and Farallon Capital Institutional Partners II, L.P., Canterbury
      Detroit Partners, L.P., Canterbury Mezzanine Capital, L.P., Rosewood
      Capital, L.P., Rosewood Capital IV, L.P., Rosewood Capital IV Associates,
      L.P., CapitalSource Holdings LLC, Keith Alessi, Paul Arnold, and certain
      stockholders of the Company listed on the Executive Signature Pages
      thereto.

10.5  Registration Rights Agreement, dated as of February 4, 2004, by and among
      Town Sports International Holdings, Inc., Town Sports International, Inc.,
      Bruckman, Rosser, Sherril & Co., L.P. the individuals and entities listed
      on the BRS Co-Investor Signature Pages thereto, Farallon Capital Partners,
      L.P., Farralon Capital Institutional Partners, L.P., RR Capital Partners,
      L.P., and Farallon Capital Institutional Partners II, L.P., Canterbury


Detroit Partners, L.P., Canterbury Mezzanine Capital, L.P., Rosewood Capital,
L.P., Rosewood Capital IV, L.P., Rosewood Capital IV Associates, L.P.,
CapitalSource Holdings LLC, Keith Alessi, Paul Arnold, and certain stockholders
       of the Company listed on the Executive Signature Pages thereto.

10.6  Tax Sharing Agreement, dated as of February 4, 2004, by and among Town
      Sports International Holdings, Inc., Town Sports International, Inc., and
      the other signatories thereto.

10.7  The 2004 Common Stock Option Plan of Town Sports International Holdings,
      Inc.

10.8  Pledge Agreement, dated as of February 4, 2004, between Town Sports
      International Holdings, Inc. and Deutsche Bank Trust Company Americas, as
      collateral agent, for the benefit of the Secured Creditors (as defined
      therein).

10.9  Security Agreement, dated as of February 4, 2004, made by Town Sports
      International Holdings, Inc., in favor of Deutsche Bank Trust Company
      Americas, as collateral agent, for the benefit of the Secured Creditors
      (as defined therein).

10.10 Holdco Guaranty, dated as of February 4, 2004, made by Town Sports
      International Holdings, Inc.

12.1  Statement regarding computation of ratio of earnings to fixed charges.

21.1  Subsidiaries of the Registrant.

23.1  Consent of PricewaterhouseCoopers LLP.

23.2  Consent of Kirkland & Ellis LLP (included in Exhibit 5.1 and 8.1).

25.1  Statement of Eligibility of Trustee on Form T-1.