Town Sports International 10K 2005 Annual report | CLUBQ Filing

Exhibit 10.21

AMENDMENT NO. 1 TO REGISTRATION RIGHTS 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 Registration Rights Agreement referred to below) that are signatories 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 to that certain Registration Rights Agreement dated as of February 4, 2004 (the “Registration Rights Agreement”).

B. 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. Amendment. Section 3(c) of the Registration Rights Agreement is hereby amended to read in its entirety as follows:

“(c)Priority on Primary Registrations. If a Piggyback Registration is an underwritten primary registration on behalf of the Company, then the Company will include in such registration all securities requested to be included in such registration;provided,however, that if the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, then the Company will include in such registrationfirst, the securities the Company proposes to sell, and then (i) in the case of an IPO which is a Qualified Public Offering, (A)second, the other Registrable Securities requested to be included in such registrationprorata among the holders of such Registrable Securities on the basis of the number of shares requested to be included therein by each such holder;provided,however, that, pursuant to this clause (A), Mark Smith shall not be permitted to include (1) more than 25% of the number of his Registrable Securities on March 23, 2006 in such registration, and (2) more than the MS Over-allotment

Amount to be sold only upon the exercise of any over-allotment option granted to the underwriters in connection with such registration; and (B)third, other securities, if any, requested to be included is such registration; or (ii) in all other instances, (A)second, the Registrable Securities requested to be included in such registration,prorata among the holders of such Registrable Securities on the basis of the number of shares of Registrable Securities requested to be included therein by each such holder, and (B)third, other securities, if any, requested to be included in such registration. As used in theSection 3(c), the term “MS Over-allotment Amount” means such number of Mark Smith’s Registrable Securities that is equal to the excess of 50% of the number of his Registrable Securities on March 23, 2006 over the number of his Registrable Securities that were sold in connection with the Qualified Public Offering (if any) pursuant clause (i) (A)(1) above in thisSection 3(c).”

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 shall be effective upon the execution and delivery of this Amendment by the requisite approval of the Company and those Stockholders specified in Section 11 of the Registration Rights Agreement.

6. No Other Amendment. Except as expressly amended by this Amendment, the Registration Rights Agreement otherwise shall remain unaffected and shall be in full force and effect.

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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

[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