Item 1.02 Termination of a Material Definitive Agreement.
On September 16, 2008, in connection with the Distribution (as defined and discussed below), the Professional Services Agreement, dated as of December 10, 1996, between Town Sports International, LLC (successor to Town Sports International, Inc.) (the "Company") and Bruckmann, Rosser, Sherrill & Co., Inc. (the "Consultant"), which is filed as Exhibit 10.1 to this Form 8-K and is hereby incorporated by reference, as amended by the First Amendment to the Professional Services Agreement, dated as of June 1, 2004, which amendment is filed as Exhibit 10.2 to this Form 8-K and is hereby incorporated by reference (collectively, the "Professional Services Agreement"), ceased to be in effect in accordance with its terms and as more fully discussed below. Under the Professional Services Agreement, the Consultant provided management and consulting services (including, without limitation, management, finance, marketing and strategic planning) to the Company and is affiliates in consideration of a retention fee of $250,000 per annum.
Bruckmann, Rosser, Sherrill & Co., L.P. (the "Fund") is an affiliate of the Consultant and, immediately prior to the Distribution (as defined below), was the beneficial owner of approximately 26.8% of the outstanding shares of common stock of Town Sports International Holdings, Inc. (the "Registrant"). Two of the Registrant's directors, Bruce C. Bruckmann and J. Rice Edmonds are affiliated with the Fund.
On September 16, 2008, the Fund distributed all the shares of the Registrant's common stock held by it to its partners (the "Distribution"). As a result, immediately following the Distribution, the Fund held no shares of the Registrant's or the Company's common stock.
Under Section 1 of the Professional Services Agreement, the Professional Services Agreement remains in effect as long as the Fund holds, directly or indirectly, the amount of the common stock of the Company or the Registrant specified therein. Immediately following the Distribution, the Fund ceased to hold any such common stock and, accordingly, the Professional Services Agreement ceased to be in effect in accordance with it terms.

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Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 - Professional Services Agreement dated as of December 10, 1996, between the Company and the Consultant (incorporated by reference to Exhibit 10.11 to the Registrant's Registration Statement on Form S-4, filed on June 16, 2004).
Exhibit 10.2 - First Amendment to the Professional Services Agreement dated as of June 1, 2004, by and between the Company and the Consultant (incorporated by reference to Exhibit 10.12 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2004).

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