as Trustee INDENTURE ---------Indenture • October 31st, 1997 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
1 BALLY TOTAL FITNESS HOLDING CORPORATION (a Delaware corporation) 6,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated: [________]-, 1997 2 Table of ContentsPurchase Agreement • July 16th, 1997 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 14th, 2003 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 22, 2003, among BALLY TOTAL FITNESS HOLDING CORPORATION, a Delaware corporation (as more fully defined below, the “Company”), the GUARANTORS (as more fully defined below, the “Guarantors”) listed on Schedule A hereto and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
ANDIndenture • March 18th, 1999 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
EXHIBIT 4.10 REGISTRATION RIGHTS AGREEMENT Dated as of December 16, 1998Registration Rights Agreement • March 18th, 1999 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
1 Exhibit 1.1 BALLY TOTAL FITNESS HOLDING CORPORATION (a Delaware corporation) 4,000,000 Shares of Common Stock PURCHASE AGREEMENT Dated: ____________, 2001 Table of ContentsPurchase Agreement • March 9th, 2001 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
EXHIBIT 10.2 FIRST AMENDMENT TO SERIES 1996-1 SUPPLEMENT TO AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT This First Amendment to Series 1996-1 Supplement to Amended and Restated Pooling and Servicing Agreement (this "Amendment") made as of...Pooling and Servicing Agreement • May 17th, 1999 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Illinois
EXHIBIT 10.1 SENIOR VICE PRESIDENT EMPLOYMENT AGREEMENT --------------------- THE EMPLOYMENT AGREEMENT made and entered into as of the first day of September 1, 1998, among Bally Total Fitness Holding Corporation, a Delaware corporation ("BTFHC") and...Employment Agreement • May 17th, 1999 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Illinois
EXHIBIT 10.30 SENIOR VICE PRESIDENT EMPLOYMENT AGREEMENT THE EMPLOYMENT AGREEMENT made and entered into as of the first day of January 2000, among Bally Total Fitness Holding Corporation, a Delaware corporation ("BTFHC") and Paul Toback ("Employee")....Employment Agreement • March 31st, 2000 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Illinois
EXHIBIT 1 RESTRICTED STOCK AWARD AGREEMENT -------------------------------- This Restricted Stock Award Agreement is made as of September 20, 2001 between BALLY TOTAL FITNESS HOLDING CORPORATION, a Delaware corporation (hereinafter called the...Restricted Stock Award Agreement • June 8th, 2004 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Delaware
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT is made and entered into as of the 1st day of January, 1998, by and between BALLY TOTAL FITNESS HOLDING CORPORATION, a Delaware corporation ("BALLY" or "EMPLOYER") and LEE S. HILLMAN ("EMPLOYEE")....Employment Agreement • May 15th, 1998 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Illinois
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • March 19th, 1998 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
EXHIBIT 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into on October 26, 1998, effective as of the 1st day of January, 1998, by and between BALLY TOTAL FITNESS HOLDING CORPORATION, a...Employment Agreement • November 16th, 1998 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Illinois
AMONGCredit Agreement • March 31st, 2000 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
EXHIBIT 10-31 EMPLOYMENT AGREEMENT THE EMPLOYMENT AGREEMENT made and entered into as of March 20, 1997, among Bally Total Fitness Holding Corporation, a Delaware corporation ("Employer") and Cary Gaan ("Employee"). NOW, THEREFORE, in consideration of...Employment Agreement • March 28th, 1997 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Illinois
Bally Total Fitness Holding Corporation and LaSalle Bank National Association as Rights Agent Rights Agreement Dated as of October 18, 2005Rights Agreement • October 18th, 2005 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Delaware
Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.
1 Exhibit 1.1 BALLY TOTAL FITNESS HOLDING CORPORATION a Delaware Corporation 9-7/8% Senior Subordinated Notes due 2007 PURCHASE AGREEMENT ------------------ Dated September 29, 1997 BALLY TOTAL FITNESS HOLDING CORPORATION (a Delaware Corporation)...Purchase Agreement • October 31st, 1997 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
EXHIBIT 10.31 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT, dated as of December 8, 1998 (this "Amendment"), to the Credit Agreement, dated as of November 18, 1997, as in effect immediately prior to the date hereof (the "Credit...Credit Agreement • March 18th, 1999 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
Exhibit 10.2 GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • December 11th, 1997 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
AMONG BALLY TOTAL FITNESS HOLDING CORPORATION, as BorrowerCredit Agreement • December 11th, 1997 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
BETWEENWarrant Agreement • March 19th, 1998 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
RECITALS:Employment Agreement • August 16th, 1999 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs
W I T N E S S E T H:Credit Agreement • March 28th, 1997 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Illinois
EXHIBIT 4.8 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement") is made and entered into as of the 11th of July, 1997, by and between Bally Total Fitness Holding Corporation, a Delaware corporation (the "Company"), and...Registration Rights Agreement • March 19th, 1998 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
EXHIBIT 10.34 SEVERANCE AGREEMENT AND COMPLETE RELEASE This Severance Agreement and Complete Release ("Agreement") is entered into this 14th day of January, 1997, by and between Michael G. Lucci, Sr. ("Lucci") and Bally Total Fitness Holding...Severance Agreement • March 28th, 1997 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Illinois
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 2013Indenture • 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”).
CONSENT AND AMENDMENTCredit Agreement • August 14th, 2003 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
CONSENT AND AMENDMENT, dated as of August 11, 2003 (this “Amendment”), under the CREDIT AGREEMENT, dated as of November 18, 1997, as amended and restated as of dated as of July 2, 2003 (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.
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2003 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Illinois
THIS EMPLOYMENT AGREEMENT is entered into between Bally Total Fitness Holding Corporation, a Delaware corporation (the “Company”), and John W. Dwyer (the “Executive”) dated as of January 1, 2003 (“Effective Date”).
EXHIBIT T3HCredit Agreement • August 22nd, 2007 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs
Credit Agreement dated 10/16/2006 $205,900,000 term loan $34,100,000 delayed-draw term loan $44,000,000 revolving loan Maturity: earlier of (i) 14 days before maturity of 9 7/8% Subordinated Notes, including extensions or refinancings, and (ii) October 10, 2010. Secured by substantially all of the Company’s real and personal property Guaranteed by substantially all subsidiaries
AMENDMENT NO. 3 TO SERIES 2001-1 SUPPLEMENTSeries 2001-1 Supplement • August 14th, 2003 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs
This AMENDMENT NO. 3 dated as of July 23, 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”).
CONSENT AGREEMENTConsent Agreement • November 14th, 2005 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
This Consent Agreement (“Agreement”) is dated as of August 24, 2005, and is made by and between Bally Total Fitness Holding Corporation, a Delaware corporation (“Bally” or the “Company”), and the Person listed on the signature page attached hereto (the “Holder”). Certain capitalized terms used herein and not otherwise defined have the meanings set forth in Article VI hereof.
Bally Total Fitness Holding Corporation Employment AgreementEmployment Agreement • April 28th, 2005 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Illinois
THIS EMPLOYMENT AGREEMENT (the “Agreement”) made in Chicago, Illinois, dated as of May 2, 2005 (the “Effective Date”), by and between Bally Total Fitness Holding Corporation, a Delaware Corporation with its headquarters at 8700 West Bryn Mawr Avenue, Chicago, Illinois, 60631-3707 (hereinafter called the “Company” or “Bally”), and Jim McDonald (hereinafter called the “Executive”).
EXHIBIT 4 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) --------------------------------------------------- This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the...Joint Filing Agreement • June 8th, 2004 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs
This agreement is made pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Act") by and among the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13([D]) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
SUPPLEMENTAL INDENTURESupplemental Indenture • December 9th, 2004 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
SUPPLEMENTAL INDENTURE, dated as of December 7, 2004, among Bally Total Fitness Holding Corporation, a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
CONSENT AGREEMENTConsent Agreement • April 18th, 2006 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
This Consent Agreement (“Agreement”) is dated as of March 22, 2006, and is made by and between Bally Total Fitness Holding Corporation, a Delaware corporation (“Bally” or the “Company”), and the Persons listed on the signature pages attached hereto (collectively, the “Holder”). Certain capitalized terms used herein and not otherwise defined have the meanings set forth in Article VI hereof.
