0000770944-02-000003 Sample Contracts

Contract
Credit Agreement • March 27th, 2002 • 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 ALEX. BROWN, as Documentation Agent and LASALLE BANK NATIONAL ASSOCIATION, as Syndication Agent Dated as of November 18, 1997 As Amended and Restated as of December 21, 2001 JPMORGAN SECURITIES INC., as Lead Arranger and Sole Bookrunner

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Contract
Employment Agreement • March 27th, 2002 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Illinois

THIS 2002 AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of the 5th day of March, 2002, between BALLY TOTAL FITNESS HOLDING CORPORATION, a Delaware corporation, with its principal office located at 8700 West Bryn Mawr Avenue, Chicago, Illinois 60631 (together with its successors and assigns permitted under this Agreement, the “Company”), and LEE S. HILLMAN (the “Executive”). The effective date of this Agreement shall be January 1, 2002 (the “Effective Date”).

Contract
Certificate Purchase Agreement • March 27th, 2002 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Illinois

CERTIFICATE PURCHASE AGREEMENT among H & T RECEIVABLE FUNDING CORPORATION, as Transferor, BALLY TOTAL FITNESS CORPORATION, individually and as the Servicer, LEXINGTON PARKER CAPITAL COMPANY, LLC, and the other conduit purchasers from time to time party hereto, as the Conduit Purchasers, CANADIAN IMPERIAL BANK OF COMMERCE, as the Managing Agent for the CIBC Ownership Group, and the other Managing Agents from time to time party hereto, Various Alternate Transferees and CANADIAN IMPERIAL BANK OF COMMERCE, as the Administrative Agent dated as of November 30, 2001

Contract
Pooling and Servicing Agreement • March 27th, 2002 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Illinois

H & T RECEIVABLE FUNDING CORPORATION Transferor BALLY TOTAL FITNESS CORPORATION Servicer and JP MORGAN CHASE BANK Trustee on behalf of the Series 2001-1 Certificateholders

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