INVESTMENT AGREEMENT by and among BALLY TOTAL FITNESS HOLDING CORPORATION, as debtor and debtor-in-possession, and HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., and HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P., as Investors Dated as of...Investment Agreement • August 16th, 2007 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
This INVESTMENT AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made as of August 15, 2007, by and among Bally Total Fitness Holding Corporation, a Delaware corporation, in its capacity as debtor and debtor in possession (the “Company”), the subsidiary guarantors set forth on the signature pages hereto (the “Subsidiary Guarantors”), as guarantors, and Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. (collectively, including any affiliates thereof, the “Investors”).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • August 16th, 2007 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
This RESTRUCTURING SUPPORT AGREEMENT is made and entered into as of August 15, 2007 (the “Agreement”) by and among (i) Bally Total Fitness Holding Corporation, a Delaware corporation (“BTF”), and each of its affiliates that are debtors in the Chapter 11 Cases (collectively, “Bally”), (ii) Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital Partners Special Situations Fund L.P. (collectively, the “Investors” or “Plan Support Parties”), (iv) each of the holders identified on Exhibit A hereto (each, a “Consenting Subordinated Noteholder”) of Subordinated Notes, including Tennenbaum Capital Partners, LLC, and (v) each of the holders identified on Exhibit B hereto (each, a “Consenting Senior Noteholder”), who in the aggregate hold in excess of a majority of the Senior Notes. Bally, the Plan Support Parties, the Consenting Subordinated Noteholders, and the Consenting Senior Noteholders shall hereinafter be referred to as the “Parties.”
