Contract
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 registration first, 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 registration pro
rata 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), Xxxx Xxxxx 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, pro
rata 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 the
Section 3(c), the term “MS Over-allotment Amount” means such
number of Xxxx Xxxxx’x 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 this
Section 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/ XXXXXXX XXXX | |||||
| Name: Xxxxxxx Xxxx | ||||||
| Title: Chief Financial Officer | ||||||
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
| TOWN SPORTS INTERNATIONAL, INC. | ||||||
| By: | /S/ XXXXXXX XXXX | |||||
| Name: Xxxxxxx Xxxx | ||||||
| Title: Chief Financial Officer | ||||||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| BRUCKMANN, XXXXXX, XXXXXXXX & CO., LP | ||||||
| By: | /s/ XXXXX XXXXXXXXX | |||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| FARALLON CAPITAL PARTNERS, L.P. | ||||||
| By: | FARALLON CAPITAL PARTNERS, L.L.C. | |||||
| Its: | GENERAL PARTNER | |||||
| By: | /S/ XXXX X. XXXXXX
|
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| Name: Xxxx X. Xxxxxx | ||||||
| Title: Managing Member | ||||||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. | ||||
| By: FARALLON PARTNERS, L.L.C. | ||||
| ITS: GENERAL PARTNER |
| By: | /S/ XXXX X. XXXXXX | |||||
| Name: Xxxx X. Xxxxxx | ||||||
| Title: Managing Member |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| RR CAPITAL PARTNERS, L.P. | ||||||
| By: FARALLON CAPITAL PARTNERS, L.L.C. | ||||||
| Its: GENERAL PARTNER | ||||||
| By: | /S/ XXXX X. XXXXXX | |||||
| Name: Xxxx X. Xxxxxx | ||||||
| Title: Managing Member | ||||||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. | ||||||
| BY: FARALLON PARTNERS, L.L.C. | ||||||
| ITS: GENERAL PARTNERS | ||||||
| By: | /S/ XXXX X. XXXXXX | |||||
| Name: Xxxx X. Xxxxxx | ||||||
| Title: Managing Member | ||||||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| CANTERBURY DETROIT PARTNERS, L.P. | ||||||
| By: | /S/ XXXXXXX XXXXXX | |||||
| Name: Xxxxxxx Xxxxxx | ||||||
| Title: Member | ||||||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| CANTERBURY MEZZANINE CAPITAL, L.P. | ||||||
| By: | /S/ XXXXXXX XXXXXX | |||||
| Name: Xxxxxxx Xxxxxx | ||||||
| Title: Member | ||||||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| ROSEWOOD CAPITAL, L.P. | ||||||
| By: | /S/ XXXX XXXXXXXX | |||||
| Name: Xxxx Xxxxxxxx | ||||||
| Title: Managing Director | ||||||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| CS EQUITY LLC | ||||||
| By: | /S/ XXXXX X. XXXX | |||||
| Name: Xxxxx X. Xxxx | ||||||
| Title: President | ||||||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| /S/ XXXXX XXXXXX | ||||
| XXXXX XXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| /S/ XXXX XXXXXX | ||||
| XXXX XXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXX XXXXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXXXXXX XXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXXXX PLACE |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| X. XXXXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| BCB PARTNERSHIP |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| NAZ PARTNERSHIP |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXXX X. XXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXXX XXXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXXXX XXXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXX XXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXX X. XXXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX, | ||||||
| CUSTODIAN FOR THE BENEFIT OF XXXX X. XXXXXXXX | ||||||
| XXX. | ||||||
| By | ||||||
| Title: | ||||||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| DB SECURITIES INC., CUSTODIAN FOR THE BENEFIT OF | ||||||
| XXXX X. XXXXXXXX XXX | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| /S/ XXXX XXXXX | ||||
| XXXX XXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| /S/ XXXXXX XXXXXXXX | ||||
| XXXXXX XXXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| /S/ XXXXXXX XXXX | ||||
| XXXXXXX XXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| /S/ XXXXXXXXX XXXXXXXXXXXXX | ||||
| XXXXXXXXX XXXXXXXXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXXX XXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXX XXXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXXX XXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXXX XXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXXX XXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXX XXXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXX XXXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXX XXXXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXXXX BACHICCIO |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXX XXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXX XXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXX XXXXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXXX XXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXX XXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXX XXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXX XXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXX XXXXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXX XXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXX XXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXXXX XXXXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXX XXXXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
| XXXXX XXXX |
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
[Signature Page to Amendment No. 1 to Registration Rights Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
| /S/ XXXX XXXXX
|
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| XXXX XXXXX |
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
| /S/ XXXXXX XXXXXXXX
|
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| XXXXXX XXXXXXXX |
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
| /S/ XXXXXXX XXXX
|
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| XXXXXXX XXXX |
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
| /S/ XXXXXXXXX XXXXXXXXXXXXX
|
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| XXXXXXXXX XXXXXXXXXXXXX |
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
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[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
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[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
[Signature Page to Amendment No. 1 to Stockholders Agreement and Consent Agreement]
Schedule A
to
Amendment No. 1
to Stockholders Agreement
to
Amendment No. 1
to Stockholders Agreement
| 1. | Separation Agreement and General Release, dated March 23, 2006, among the Company, TSI and Xxxx Xxxxx and the transactions contemplated thereby, as well as such other agreements, documents or instruments contemplated thereby or required or covenant to affect the transactions contemplated thereby. | |
| 2. | Letter Agreement, dated March 23, 2006, among the Company, TSI, Xxxx Xxxxx and the other parties thereto and the transactions contemplated thereby, as well as such other agreements, documents or instruments contemplated thereby or required or covenant to affect the transactions contemplated thereby. |
