0000950137-06-004440 Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and among BALLY TOTAL FITNESS HOLDING CORPORATION and THE HOLDERS NAMED HEREIN Dated as of April 11, 2006
Registration Rights Agreement • April 12th, 2006 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York

REGISTRATION RIGHTS AGREEMENT, dated as of April 11, 2006 (this “Agreement”), by and among Bally Total Fitness Holding Corporation, a Delaware corporation (the “Company”), and the holders of Registrable Common Stock (as hereinafter defined) who are signatories to this Agreement (the “Holders”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 12th, 2006 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Delaware

This Stock Purchase Agreement (“Agreement”) is dated as of April 11, 2006, and is made by and between Bally Total Fitness Holding Corporation, a Delaware corporation (“Bally” or the “Company”), and Wattles Capital Management, LLC (the “Purchaser ”).

SUPPLEMENTAL INDENTURE
Supplemental Indenture • April 12th, 2006 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York

SUPPLEMENTAL INDENTURE, dated as of April 7, 2006, among Bally Total Fitness Holding Corporation, a Delaware corporation (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • April 12th, 2006 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York

This Stock Purchase Agreement (“Agreement”) is dated as of April 11, 2006, and is made by and between Bally Total Fitness Holding Corporation, a Delaware corporation (“Bally” or the “Company”), and persons listed on the signature pages attached hereto (collectively, the “Purchaser ”).

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