EX-10.9.1






EXHIBIT 10.9.1




TABLE OF CONTENTS




									
	RECITALS
	AGREEMENT
	Annex A








Table of Contents




     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.



 









Table of Contents





     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,
(iii) the 250,000 shares of Common Stock purchased by the Farallon Investors
in the Company’s IPO and (iv) any shares of capital stock of the Company
issued 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 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:



-2-









Table of Contents






     “(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
the Company’s IPO, 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.



-3-









Table of Contents





     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]




 









Table of Contents








	 	 	 	 	 
	 	BRUCKMANN, ROSSER, SHERRILL & CO., LP

 	 
	 	By:  	/s/ Paul Kaminski
 	 
	 	 	Name:  	Paul Kaminski 	 
	 	 	Title:  	Authorized signer for BRSE Associates, Inc., the General
Partner of BRS Partners, LP, the General Partner of Bruckmann,
Rosser, Sherrill & Co., LP 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]





 









Table of Contents







	 	 	 	 	 
	 	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 	 
	 
	 	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 	 
	 
	 	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 	 
	 
	 	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. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	CANTERBURY DETROIT PARTNERS, L.P.

 	 
	 	By:  	/s/ Patrick Turner
 	 
	 	 	Name:  	Patrick Turner 	 
	 	 	Title:  	Manager 	 
	 
	 	CANTERBURY MEZZANINE CAPITAL, L.P.

 	 
	 	By:  	/s/ Patrick Turner
 	 
	 	 	Name:  	Patrick Turner 	 
	 	 	Title:  	Manager 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	ROSEWOOD CAPITAL, L.P.

 	 
	 	By:  	/s/ Kyle Anderson
 	 
	 	 	Name:  	Kyle Anderson 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	CS EQUITY II LLC

 	 
	 	By:  	/s/ Jason M. Fish
 	 
	 	 	Name:  	Jason M. Fish 	 
	 	 	Title:  	Chief Investment Officer 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	BCB PARTNERSHIP

 	 
	 	By:  	/s/ S. Sherrill (Power of Attorney)
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	NAZ PARTNERSHIP

 	 
	 	By:  	/s/ S. Sherrill (Power of Attorney)
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	IRA FBO PAUL KAMINSKI DB SECURITIES AS CUSTODIAN

 	 
	 	By:  	/s/ S. Sherrill (Power of Attorney)
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ Keith Alessi
 	 
	 	KEITH ALESSI 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ Paul Arnold
 	 
	 	PAUL ARNOLD 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ Bruce C. Bruckmann
 	 
	 	BRUCE BRUCKMANN 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ S. Sherrill (Power of Attorney)
 	 
	 	ELIZABETH MCSHANE 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ S. Sherrill (Power of Attorney)
 	 
	 	BEVERLY PLACE 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ S. Sherrill (Power of Attorney)
 	 
	 	D. BRUCKMANN 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ S. Sherrill (Power of Attorney)
 	 
	 	HAROLD O. ROSSER 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ S. Sherrill (Power of Attorney)
 	 
	 	VIRGIL SHERRILL 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ Stephen Sherrill
 	 
	 	STEPHEN SHERRILL 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ S. Sherrill (Power of Attorney)
 	 
	 	NANCY ZWENG 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ S. Sherrill (Power of Attorney)
 	 
	 	PAUL D. KAMINSKI 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ Mark Smith
 	 
	 	MARK SMITH 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ Robert Giardina
 	 
	 	ROBERT GIARDINA 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ Richard Pyle
 	 
	 	RICHARD PYLE 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ Alexander Alimanestianu
 	 
	 	ALEXANDER ALIMANESTIANU 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ Debbie Smith
 	 
	 	DEBBIE SMITH 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ Carol Cornbill
 	 
	 	CAROL CORNBILL 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ Edward Trainor
 	 
	 	EDWARD TRAINOR 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ Robert Calvo
 	 
	 	ROBERT CALVO 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ Maggie Stevens
 	 
	 	MAGGIE STEVENS 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ Ray Dewhirst
 	 
	 	RAY DEWHIRST 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ Nina Duchaine
 	 
	 	NINA DUCHAINE 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]




 









Table of Contents








	 	 	 	 	 
	 	 	 
	 	/s/ Felicia Bochicchio
 	 
	 	FELICIA BOCHICCHIO 	 
	 	 	 
	 



[Signature page to Amendment No. 2 to the Registration Rights Agreement]





 









Table of Contents











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

Donnelly, 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

Liang, Chee

Lande, Jeff

Marotta, Paul

McGovern, Maureen

Meltzer, Jodie

Napolitano, Frank

O’Hearen, Sean

Oberg, Nancy

Onofrio, Dan

Priestly, Lisa

Prue, Jenny

Rasulo, Pam




 









Table of Contents





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




[Signature page to Amendment No. 2 to the Registration Rights Agreement]