West Village Gym at the Archives LLC Sample Contracts

708 GYM LLC OPERATING AGREEMENT
Operating Agreement • September 30th, 2003 • West Village Gym at the Archives LLC • Services-membership sports & recreation clubs • New York
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ARTICLE I DEFINITIONS
Operating Agreement • September 30th, 2003 • West Village Gym at the Archives LLC • Services-membership sports & recreation clubs • New York
AMENDMENT NO. 5 TO SERIES 2001-1 SUPPLEMENT
West Village Gym at the Archives LLC • March 30th, 2004 • Services-membership sports & recreation clubs

This AMENDMENT NO. 5 dated as of November 28, 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. 7 TO SERIES 2001-1 SUPPLEMENT
Pooling and Servicing Agreement • March 30th, 2004 • West Village Gym at the Archives LLC • Services-membership sports & recreation clubs

This AMENDMENT NO. 7 dated as of March 9, 2004 (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”).

BACKGROUND
Archives LLC Operating Agreement • September 30th, 2003 • West Village Gym at the Archives LLC • Services-membership sports & recreation clubs • New York
Amendment to Employment Agreement
Amendment to Employment Agreement • November 30th, 2005 • West Village Gym at the Archives LLC • Services-membership sports & recreation clubs

This Amendment to Employment Agreement (the “Amendment”), dated November 30, 2005, is between Bally Total Fitness Holding Corporation (“Bally”), a Delaware corporation, and ___ (“Executive”).

FOURTH AMENDMENT
Fourth Amendment • June 27th, 2006 • West Village Gym at the Archives LLC • Services-membership sports & recreation clubs • New York

FOURTH AMENDMENT, dated as of June 23, 2006 (this “Amendment”), under the CREDIT AGREEMENT, dated as of November 18, 1997, as amended and restated as of October 14, 2004 (as in effect on the date immediately prior to the date hereof, the “Credit Agreement”), among BALLY TOTAL FITNESS HOLDING CORPORATION, a Delaware corporation (the “Borrower”), the lenders parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as agent for the Lenders (the “Agent”), DEUTSCHE BANK SECURITIES, INC., 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.

GUARANTEE AND COLLATERAL AGREEMENT made by BALLY TOTAL FITNESS HOLDING CORPORATION and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank), as Collateral Agent Dated as of November 18, 1997, as amended and...
Guarantee and Collateral Agreement • November 30th, 2005 • West Village Gym at the Archives LLC • Services-membership sports & recreation clubs • New York

GUARANTEE AND COLLATERAL AGREEMENT (as amended, supplemented or otherwise modified from time to time, the “Agreement”), dated as of November 18, 1997, as amended and restated as of October 14, 2004, made by BALLY TOTAL FITNESS HOLDING CORPORATION (the “Borrower”) and each of the other signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK (formerly The Chase Manhattan Bank), as Collateral Agent (in such capacity, the “Collateral Agent”) pursuant to the Intercreditor Agreement (as defined below).

FIRST AMENDMENT
First Amendment • March 30th, 2004 • West Village Gym at the Archives LLC • Services-membership sports & recreation clubs • New York

FIRST AMENDMENT, dated as of March 5, 2004 (this “Amendment”), under the CREDIT AGREEMENT, dated as of November 18, 1997, as amended and restated as of July 2, 2003 (as in effect on the date immediately prior to the date hereof, 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.

AMENDMENT NO. 6 TO SERIES 2001-1 SUPPLEMENT
West Village Gym at the Archives LLC • March 30th, 2004 • Services-membership sports & recreation clubs

This AMENDMENT NO. 6 dated as of December 31, 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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