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BALLY TOTAL FITNESS HOLDING CORPORATION AND [HSBC BANK USA, NATIONAL ASSOCIATION,] AS TRUSTEE INDENTURE DATED AS OF , 2007 135/8% JUNIOR SUBORDINATED TOGGLE NOTES DUE 2013
Trust Indenture       Indenture • August 22nd, 2007 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York

INDENTURE dated as of , 2007 between BALLY TOTAL FITNESS HOLDING CORPORATION, a Delaware corporation (as more fully defined below, the “Company”), and [HSBC BANK USA, NATIONAL ASSOCIATION,] a national banking association, as trustee (the “Trustee”).

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