EX-10.7



 







Exhibit 10.7




     AMENDMENT NO. 2 TO STOCKHOLDERS AGREEMENT dated as of May 22, 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 Stockolders 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, and Amendment No. 1 to the Stockholders Agreement dated as
of March 23, 2006 (the “Stockholders Agreement”).



     B. Each of the persons listed on Annex A to this Amendment have either (i) entered
into an Executive Stock Agreement with the Company and certain other parties or a joinder agreement
with the Company, and pursuant to such Executive Stock Agreements or joinder agreements, each
person listed on Annex A has acknowledged and agreed that such person is a party to the
Stockholders Agreement which governs and restricts such person’s ability to transfer any shares of
the Company’s capital stock and other matters relating to such person as a shareholder of the
Company or (ii) has otherwise agreed to be bound by the terms of the Stockholders Agreement.



     C. 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. Amendment. The Stockholders Agreement is hereby amended to provide that, for all
purposes of the Stockholders Agreement, each of the persons listed on Annex A shall be
deemed, for purposes only of the Stockholders Agreement, an “Executive”, as such term is defined in
the Stockholders Agreement.



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



     4. 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.



     5. Bound Parties. The Stockholders Agreement is being amended by this Amendment
pursuant to Section 10 of the Stockholders Agreement and the amendment 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.



     6. No Other Amendment. 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 	 
	 



	 	 	 	 	 
	 	TOWN SPORTS INTERNATIONAL, INC.

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



[Signature page to Amendment No. 2 to the Stockholders Agreement]





 









 





Annex A




Bartlett, Dirk

Brinsmade, Alexandra

Brush, Vince

Bubolo, Kelley

Buckbee, Bruce

Buckley, Gerard

Calvo, Gerard

Choo, Jeanie

Corella, Jill

Dang, Long

Daniel, Matt

Derleth, Karl

DiMaggio, Anthony

Donnely, Allyson

Duncan, Rob

Fifield, Robert

Gallagher, Dan

Gerson, Susan

Gurtcheff, Chris

Hartop, David

Hatten, Doug

Haughey, Ann

Hennigan, Kate

Herbst, Robert

Hickey, Judith

Houren, Peggy

Hufcut, Lisa

Jones, Cheryl

Keightley, Tim

Kendig, Gary

Khan, Asif

Kraemer, John

Laing, Chee

Lande, Jeff

Marotta, Paul

McGovern, Maureen

Meltzer, Jodie

Napolitano, Frank

O’Hearen, Sean

Oberg, Nancy

Onofrio, Dan

Priestly, Lisa

Prue, Jenny

Rasulo, Pam




 









 





Richmond, Merrill

Rockett, Jo

Rockett, Kate

Ruta, Chris

Shane, Adam

Sherman, Seth

Sinert, Jenny

Smallwood, John

Stabile, Chris

Stephen, Randy

Sullivan, Barbara

Talty, Fred

Terlitsky, Mark

Verina, Daniel

Werner, Doug