EX-10.20



 





Exhibit 10.20




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



RECITALS




     A. The Parties and certain other Stockholders have entered into that certain Stockholders
Agreement dated as of February 4, 2004 (“Stockholders Agreement”).



     B. The Parties desire to amend the Stockholders Agreement in accordance with Section 10 of the
Stockholders Agreement.



AGREEMENT



     NOW, THEREFORE, on the basis of the preceding facts, and in consideration of the mutual
agreements and covenants set forth below and other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the Parties agree as follows:



     1. Definitions. Unless the context otherwise requires, all capitalized and other
defined terms not defined in this Amendment shall have the respective meanings accorded to them in
the Stockholders Agreement.



     2. Amendments.



          (a) The Stockholders Agreement hereby is amended to provided that, for all purposes of the
Stockholders Agreement, Mark Smith shall cease to be deemed an “Executive”, as such term is defined
in the Stockholders Agreement, but shall continue to be deemed a “Stockholder” as such term is
defined in, and for all purposes of, the Stockholders Agreement.




          (b) Section 6 of the Stockholders Agreement hereby is amended to add the following new
sentence at the end thereof:





“For the avoidance of doubt, this Section 6 shall not
apply with respect to an Initial Public Offering.”



          (c) Section 14 of the Stockholders Agreement hereby is amended to add the following new
paragraph at the end thereof:





     “(k) Initial Public Offering. Notwithstanding anything
in this Agreement to the contrary, this Agreement will terminate
automatically and be of no further force and effect upon the
consummation of an Initial Public Offering.”



 









 





     3. Consent.



          (a) As Mark Smith has resigned or is resigning from the Board, pursuant to Section 2(a)(ii)(B)
of the Stockholders Agreement, those Parties owning a majority of the Executive Shares (voting as a
single class) hereby consent to the election of Robert Giardina to the Board.




          (b) Pursuant to clause (iv) of Section 11 of the Stockholders Agreement, those Parties holding
at least 70% of the Stockholder Shares (excluding Mark Smith) hereby consent to the transactions
relating to Mark Smith referred to in Schedule A attached hereto.




     4. Governing Law. This Amendment shall be governed by, construed and enforced in
accordance with, the laws of the State of New York.



     5. Counterparts. This Amendment may be executed (including by facsimile transmission)
with counterpart signature pages or in any number of counterparts, each of which when executed
shall be deemed to be an original, but all of which taken together shall constitute one and the
same agreement.



     6. Bound Parties. The Stockholders Agreement is being amended by this Amendment
pursuant to Section 10 of the Stockholders Agreement and the amendments to the Stockholders
Agreement shall be effective upon the execution and delivery of this Amendment by the requisite
approval of the Company and those Stockholders specified in Section 10 of the Stockholders
Agreement. The consent referred to in Section 3(a) shall be effective upon the execution
and delivery of this Amendment by those Parties holding a majority of the Executive Shares (voting
as a single class). The consent contained in Section 3(b) shall be effective upon the
execution and delivery of this Amendment by those Parties holding at least 70% of the Stockholders
Shares (excluding Mark Smith).



     7. Stockholders Agreement. Except as expressly amended by this Amendment, the
Stockholders Agreement otherwise shall remain unaffected and shall be in full force and effect.



- 2-









 





     IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Amendment as of the date first above written.



	 	 	 	 	 	 	 
	 	 	TOWN SPORTS INTERNATIONAL HOLDINGS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ RICHARD PYLE	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name: Richard Pyle	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	TOWN SPORTS INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ RICHARD PYLE	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name: Richard Pyle	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	BRUCKMANN, ROSSER, SHERRILL & CO., LP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ BRUCE BRUCKMANN	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	FARALLON CAPITAL PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	BY: FARALLON PARTNERS, L.L.C.	 	 
	 	 	ITS: GENERAL PARTNER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ MARK C. WEHRLY	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name: Mark C. Wehrly	 	 
	 

	 	 	 	Title: Managing Member	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	BY: FARALLON PARTNERS, L.L.C.	 	 
	 	 	ITS: GENERAL PARTNER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ MARK C. WEHRLY	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name: Mark C. Wehrly	 	 
	 

	 	 	 	Title: Managing Member	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	RR CAPITAL PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	BY: FARALLON PARTNERS, L.L.C.	 	 
	 	 	ITS: GENERAL PARTNER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ MARK C. WEHRLY	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name: Mark C. Wehrly	 	 
	 

	 	 	 	Title: Managing Member	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.	 	 
	 
	 	 	 	 	 	 
	 	 	BY: FARALLON PARTNERS, L.L.C.	 	 
	 	 	ITS: GENERAL PARTNER	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ MARK C. WEHRLY	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name: Mark C. Wehrly	 	 
	 

	 	 	 	Title: Managing Member	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]





 









 





	 	 	 	 	 
	 	 	CANTERBURY DETROIT PARTNERS, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	/S/ PATRICK TURNER
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Name: Patrick Turner
	 

	 	 	 	Title: Member






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	CANTERBURY MEZZANINE CAPITAL, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ PATRICK TURNER	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name: Patrick Turner	 	 
	 

	 	 	 	Title: Member	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	ROSEWOOD CAPITAL, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ KYLE ANDERSON	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name: Kyle Anderson	 	 
	 

	 	 	 	Title: Managing Director	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	CS EQUITY LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ JASON M. FISH	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name: Jason M. Fish	 	 
	 

	 	 	 	Title: President	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	BCB PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	NAZ PARTNERSHIP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	MERRILL LYNCH PEARCE FENNER & SMITH, CUSTODIAN
FOR THE BENEFIT OF PAUL D. KAMINSKI IRA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	DB SECURITIES INC., CUSTODIAN FOR THE BENEFIT OF
PAUL D. KAMINSKI IRA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 
	 

	 	/S/ KEITH ALESSI
	 	 
	 

	 	 	 	 
	 

	 	KEITH ALESSI	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 
	 

	 	/S/ PAUL ARNOLD
	 	 
	 

	 	 	 	 
	 

	 	PAUL ARNOLD	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	BRUCE BRUCKMANN	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	ELIZABETH MCSHANE	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]




 









 





	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	BEVERLY PLACE	 	 






[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]