0000770944-03-000015 Sample Contracts

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 14th, 2003 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 22, 2003, among BALLY TOTAL FITNESS HOLDING CORPORATION, a Delaware corporation (as more fully defined below, the “Company”), the GUARANTORS (as more fully defined below, the “Guarantors”) listed on Schedule A hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).

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CONSENT AND AMENDMENT
Consent And • August 14th, 2003 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York

CONSENT AND AMENDMENT, dated as of August 11, 2003 (this “Amendment”), under the CREDIT AGREEMENT, dated as of November 18, 1997, as amended and restated as of dated as of July 2, 2003 (the “Credit Agreement”), among BALLY TOTAL FITNESS HOLDING CORPORATION, a Delaware corporation (the “Borrower”), the lenders parties thereto (the “Lenders”), JPMORGAN CHASE BANK, as agent for the Lenders (the “Agent”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as Syndication Agent, and LASALLE BANK NATIONAL ASSOCIATION, as Documentation Agent. Terms used herein, but not defined, shall have the respective meanings set forth in the Credit Agreement.

Contract
Credit Agreement • August 14th, 2003 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York

CREDIT AGREEMENT AMONG BALLY TOTAL FITNESS HOLDING CORPORATION, as Borrower The Several Banks and other Financial Institutions Parties Hereto JPMORGAN CHASE BANK, as Agent DEUTSCHE BANK TRUST COMPANY AMERICAS, as Syndication Agent and LASALLE BANK NATIONAL ASSOCIATION, as Documentation Agent Dated as of November 18, 1997 As Amended and Restated as of July 2, 2003 JPMORGAN SECURITIES INC., and DEUTSCHE BANK SECURITIES INC., as Co-Lead Arrangers and Bookrunners

10-1/2% SENIOR NOTES DUE 2011
Bally Total Fitness Holding Corp • August 14th, 2003 • Services-membership sports & recreation clubs • New York

INDENTURE dated as of July 2, 2003 between BALLY TOTAL FITNESS HOLDING CORPORATION, a Delaware corporation (as more fully defined below, the “Company”), the Guarantors (as more fully defined below, the “Guarantors”) listed on Schedule A hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).

AMENDMENT NO. 3 TO SERIES 2001-1 SUPPLEMENT
Bally Total Fitness Holding Corp • August 14th, 2003 • Services-membership sports & recreation clubs

This AMENDMENT NO. 3 dated as of July 23, 2003 (this “Amendment”), is by and among H&T RECEIVABLE FUNDING CORPORATION, as Transferor (the “Transferor”), BALLY TOTAL FITNESS CORPORATION, as Servicer (the “Servicer”) and JP MORGAN CHASE BANK (the “Trustee”).

AMENDMENT NO. 2 TO SERIES 2001-1 SUPPLEMENT
Bally Total Fitness Holding Corp • August 14th, 2003 • Services-membership sports & recreation clubs

This AMENDMENT NO. 2 dated as of July 2, 2003 (this “Amendment”), is by and among H&T RECEIVABLE FUNDING CORPORATION, as Transferor (the “Transferor”), BALLY TOTAL FITNESS CORPORATION, as Servicer (the “Servicer”) and JP MORGAN CHASE BANK (the “Trustee”).

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