EX-10.9.1



 







EXHIBIT 10.9.1




     AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT dated as of May 30, 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 Registration Rights 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 Registration
Rights Agreement dated as of February 4, 2004, as amended by Amendment No. 1 to the Registration
Rights Agreement dated as of March 23, 2006 (the “Registration Rights 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, the
Company has agreed to provide such persons with certain registration rights under the Registration
Rights Agreement, or (ii) the Company has otherwise agreed to provide such persons with
registration rights under the Registration Rights Agreement.



     C. The Company has agreed to register the Canterbury Registrable Securities in connection with
the Company’s planned IPO.



     D. The Farallon Investors have agreed to purchase 1,300,000 Canterbury Registrable
Securities from the Canterbury Investors immediately after the consummation of the Company’s
planned IPO.



     E. The Company desires to provide the Farallon Investors with registration rights for such
Canterbury Registrable Securities.



     F. The Parties desire to amend the Registration Rights Agreement in accordance with Section
11(c) of the Registration Rights 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 Registration Rights Agreement.



 









 





     2. Amendments.



     (a) The Registration Rights Agreement hereby is amended to provide that, for all purposes of
the Registration Rights Agreement (including the Company’s planned IPO), each of the persons listed
on Annex A shall be deemed an “Executive”, as such term is defined in the Registration
Rights Agreement, in addition to those stockholders of the Company listed on the Executive
Signature Pages to the Registration Rights Agreement as originally entered into.



     (b) The definition of “Farallon Registrable Securities” in Section 1 of the
Registration Rights Agreement is hereby amended in its entirety to read as follows
following the consummation of the Company’s IPO:



     “ “Farallon Registrable Securities” means (i) any shares of
Common Stock held by the Farallon Investors or issued or issuable to the
Farallon Investors or their respective affiliates or partners on or after
December 10, 1996, (ii) the Purchased Canterbury Registrable Securities and
(iii) any shares of capital stock of the Company issued or issuable with
respect to the securities referred to in clause (i) and (ii) by way of a
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. For
purposes of this Agreement, a Person will be deemed to be a holder of
Farallon Registrable Securities whenever such Person has the right to
acquire directly or indirectly such Farallon Registrable Securities (upon
conversion or exercise in connection with a transfer of securities or
otherwise, but disregarding any restrictions or limitations upon the
exercise of such right), whether or not such acquisition has actually been
effected. Such securities will cease to be Farallon Registrable Securities
when sold pursuant to Rule 144 or any offering registered under the
Securities Act. For avoidance of doubt, the immediately preceding sentence
shall not apply to the sale of the Purchased Canterbury Registrable
Securities by the Canterbury Investors to the Farallon Investors pursuant to
the transactions contemplated in the Securities Purchase Agreement.”



     (c) Section 1 of the Registration Rights Agreement is hereby amended to add the following
defined term following the consummation of the Company’s IPO:



     “ “Purchased Canterbury Registrable Securities” means the
1,300,000 Canterbury Registrable Securities that FCP, FCIP, Farallon Capital
Institutional Partners II, L.P. (“FII”) and RRC purchased from Canterbury
Detroit and Canterbury Mezzanine pursuant to the securities purchase
agreement (the “Securities Purchase Agreement”) by and among FCP, FCIP, FII,
RRC, Canterbury Detroit and Canterbury Mezzanine.”



     (d) A new paragraph (c) is hereby added to the end of Section 4 of the
Registration Rights Agreement as follows:



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     “(c) Notwithstanding anything to the contrary in this Section 4, the
provisions of Section 4(a) and Section 4(b) shall not apply in the case of a
Qualified Public Offering, and shall otherwise be waivable at the discretion
of the underwriters managing any registered public offering.”



     (e) A new Section 12 of the Registration Rights Agreement hereby is added immediately
following Section 11 to read in its entirety as follows:



     “12. Termination of Registration Rights. Notwithstanding
anything to the contrary in this Agreement, at the time at which all
Executive Registrable Securities held by a holder (and any affiliate of the
holder with whom such holder must aggregate its sales under Rule 144) are
(a) included for resale in, or otherwise covered by, an effective
registration statement under the Securities Act, (b) saleable in any three
(3)-month period without registration under the Securities Act in compliance
with Rule 144, including Rule 144(k), or (c) saleable under Rule 701 under
the Securities Act, such securities will cease to be Executive Registrable
Securities, and thereafter such holder shall not be entitled to exercise any
right provided for in Section 2 or Section 3 hereunder, nor be entitled to
receive any notice thereunder, in each case with respect to the Executive
Registrable Securities.”



     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 Registration Rights Agreement is being amended by this
Amendment pursuant to Section 11(c) of the Registration Rights Agreement and this Amendment shall
be effective upon the execution and delivery hereof by the requisite approval of the Company and
those Stockholders specified in Section 11 of the Registration Rights Agreement.



     6. No Other Amendment; Etc. Except as expressly amended by this Amendment, the
Registration Rights Agreement otherwise shall remain unaffected and shall be in full force and
effect. For the avoidance of doubt, no other agreement now existing or hereafter entered into that
provides for, or otherwise contains, any restriction on the sale, disposal or other transfer of
Registrable Securities shall be deemed to be limited, modified, amended or waived as a result of
the execution and delivery of the Registration Rights Agreement or this Amendment.



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     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 Registration Rights 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