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RECITALSAGREEMENTAnnex A

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     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”), andthose of the Stockholders (as defined in the Registration Rights Agreement referred to below) thatare signatory hereto (the Company, TSI and such Stockholders are herein referred to collectively asthe “Parties”).**RECITALS**     A. The Parties and certain other Stockholders have entered into that certain RegistrationRights Agreement dated as of February 4, 2004, as amended by Amendment No. 1 to the RegistrationRights 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) enteredinto an Executive Stock Agreement with the Company and certain other parties or a joinder agreementwith the Company, and pursuant to such Executive Stock Agreements or joinder agreements, theCompany has agreed to provide such persons with certain registration rights under the RegistrationRights Agreement, or (ii) the Company has otherwise agreed to provide such persons withregistration rights under the Registration Rights Agreement.     C. The Company has agreed to register the Canterbury Registrable Securities in connection withthe Company’s planned IPO.     D. The Farallon Investors have agreed to purchase 1,300,000 Canterbury RegistrableSecurities from the Canterbury Investors immediately after the consummation of the Company’splanned IPO.     E. The Company desires to provide the Farallon Investors with registration rights for suchCanterbury Registrable Securities.     F. The Parties desire to amend the Registration Rights Agreement in accordance with Section11(c) of the Registration Rights Agreement.**AGREEMENT**     NOW, THEREFORE, on the basis of the preceding facts, and in consideration of the mutualagreements and covenants set forth below and other good and valuable consideration, the receipt andsufficiency of which hereby are acknowledged, the Parties agree as follows:     1. Definitions. Unless the context otherwise requires, all capitalized and otherdefined terms not defined in this Amendment shall have the respective meanings accorded to them inthe Registration Rights Agreement.
 

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     2. Amendments.     (a) The Registration Rights Agreement hereby is amended to provide that, for all purposes ofthe Registration Rights Agreement (including the Company’s planned IPO), each of the persons listedon Annex A shall be deemed an “Executive”, as such term is defined in the RegistrationRights Agreement, in addition to those stockholders of the Company listed on the ExecutiveSignature Pages to the Registration Rights Agreement as originally entered into.     (b) The definition of “Farallon Registrable Securities” in Section 1 of theRegistration Rights Agreement is hereby amended in its entirety to read as followsfollowing the consummation of the Company’s IPO:     “ “Farallon Registrable Securities” means (i) any shares ofCommon Stock held by the Farallon Investors or issued or issuable to theFarallon Investors or their respective affiliates or partners on or afterDecember 10, 1996, (ii) the Purchased Canterbury Registrable Securities,(iii) the 250,000 shares of Common Stock purchased by the Farallon Investorsin the Company’s IPO and (iv) any shares of capital stock of the Companyissued or issuable with respect to the securities referred to in clause (i),(ii) and (iii) by way of a stock dividend or stock split or in connectionwith a combination of shares, recapitalization, merger, consolidation orother reorganization. For purposes of this Agreement, a Person will bedeemed to be a holder of Farallon Registrable Securities whenever suchPerson has the right to acquire directly or indirectly such FarallonRegistrable Securities (upon conversion or exercise in connection with atransfer of securities or otherwise, but disregarding any restrictions orlimitations upon the exercise of such right), whether or not suchacquisition has actually been effected. Such securities will cease to beFarallon Registrable Securities when sold pursuant to Rule 144 or anyoffering registered under the Securities Act. For avoidance of doubt, theimmediately preceding sentence shall not apply to the sale of the PurchasedCanterbury Registrable Securities by the Canterbury Investors to theFarallon Investors pursuant to the transactions contemplated in theSecurities Purchase Agreement.”     (c) Section 1 of the Registration Rights Agreement is hereby amended to add the followingdefined term following the consummation of the Company’s IPO:     “ “Purchased Canterbury Registrable Securities” means the1,300,000 Canterbury Registrable Securities that FCP, FCIP, Farallon CapitalInstitutional Partners II, L.P. (“FII”) and RRC purchased from CanterburyDetroit and Canterbury Mezzanine pursuant to the securities purchaseagreement (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 theRegistration Rights Agreement as follows:
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     “(c) Notwithstanding anything to the contrary in this Section 4, theprovisions of Section 4(a) and Section 4(b) shall not apply in the case ofthe Company’s IPO, and shall otherwise be waivable at the discretion of theunderwriters managing any registered public offering.”     (e) A new Section 12 of the Registration Rights Agreement hereby is added immediatelyfollowing Section 11 to read in its entirety as follows:     “12. Termination of Registration Rights. Notwithstandinganything to the contrary in this Agreement, at the time at which allExecutive Registrable Securities held by a holder (and any affiliate of theholder with whom such holder must aggregate its sales under Rule 144) are(a) included for resale in, or otherwise covered by, an effectiveregistration statement under the Securities Act, (b) saleable in any three(3)-month period without registration under the Securities Act in compliancewith Rule 144, including Rule 144(k), or (c) saleable under Rule 701 underthe Securities Act, such securities will cease to be Executive RegistrableSecurities, and thereafter such holder shall not be entitled to exercise anyright provided for in Section 2 or Section 3 hereunder, nor be entitled toreceive any notice thereunder, in each case with respect to the ExecutiveRegistrable Securities.”     3. Governing Law. This Amendment shall be governed by, construed and enforced inaccordance 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 executedshall be deemed to be an original, but all of which taken together shall constitute one and thesame agreement.     5. Bound Parties. The Registration Rights Agreement is being amended by thisAmendment pursuant to Section 11(c) of the Registration Rights Agreement and this Amendment shallbe effective upon the execution and delivery hereof by the requisite approval of the Company andthose Stockholders specified in Section 11 of the Registration Rights Agreement.     6. No Other Amendment; Etc. Except as expressly amended by this Amendment, theRegistration Rights Agreement otherwise shall remain unaffected and shall be in full force andeffect. For the avoidance of doubt, no other agreement now existing or hereafter entered into thatprovides for, or otherwise contains, any restriction on the sale, disposal or other transfer ofRegistrable Securities shall be deemed to be limited, modified, amended or waived as a result ofthe 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 thisAmendment as of the date first above written.      TOWN SPORTS INTERNATIONAL HOLDINGS, INC.