as Trustee INDENTURE ---------Indenture • October 31st, 1997 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
Contract Type FiledOctober 31st, 1997 Company Industry Jurisdiction
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
Contract Type FiledOctober 31st, 1997 Company Industry Jurisdiction
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • August 14th, 2003 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
Contract Type FiledAugust 14th, 2003 Company Industry JurisdictionFIRST 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”).
AMENDMENT NO. 1 TO WARRANT AGREEMENTWarrant Agreement • March 19th, 1998 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
Contract Type FiledMarch 19th, 1998 Company Industry Jurisdiction
BETWEENWarrant Agreement • March 19th, 1998 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
Contract Type FiledMarch 19th, 1998 Company Industry Jurisdiction
ANDBally Total Fitness Holding Corp • March 18th, 1999 • Services-membership sports & recreation clubs • New York
Company FiledMarch 18th, 1999 Industry Jurisdiction
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
Contract Type FiledMay 17th, 1999 Company Industry Jurisdiction
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
Contract Type FiledMay 17th, 1999 Company Industry Jurisdiction
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
Contract Type FiledMarch 28th, 1997 Company Industry Jurisdiction
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
Contract Type FiledMarch 18th, 1999 Company Industry Jurisdiction
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
Contract Type FiledMarch 31st, 2000 Company Industry Jurisdiction
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
Contract Type FiledMarch 18th, 1999 Company Industry Jurisdiction
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
Contract Type FiledJune 8th, 2004 Company Industry Jurisdiction
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
Contract Type FiledMay 15th, 1998 Company Industry Jurisdiction
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
Contract Type FiledMarch 9th, 2001 Company Industry Jurisdiction
AS ISSUERFirst Supplemental Indenture • October 31st, 1997 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
Contract Type FiledOctober 31st, 1997 Company Industry Jurisdiction
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
Contract Type FiledMarch 28th, 1997 Company Industry Jurisdiction
1 Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT Dated as of October 7, 1997Registration Rights Agreement • October 31st, 1997 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
Contract Type FiledOctober 31st, 1997 Company Industry Jurisdiction
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
Contract Type FiledNovember 16th, 1998 Company Industry Jurisdiction
AMONGCredit Agreement • March 31st, 2000 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
Contract Type FiledMarch 31st, 2000 Company Industry Jurisdiction
AMONG BALLY TOTAL FITNESS HOLDING CORPORATION, as BorrowerCredit Agreement • December 11th, 1997 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
Contract Type FiledDecember 11th, 1997 Company Industry Jurisdiction
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
Contract Type FiledOctober 18th, 2005 Company Industry JurisdictionShares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights.
EXHIBIT 10.24 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 John W. Dwyer ("Employee"). NOW, THEREFORE, in...Employment Agreement • March 31st, 2000 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Illinois
Contract Type FiledMarch 31st, 2000 Company Industry Jurisdiction
EXHIBIT 1.1 BALLY TOTAL FITNESS HOLDING CORPORATION a Delaware corporation 9-7/8% Series C Senior Subordinated Notes due 2007 PURCHASE AGREEMENT Dated December 9, 1998 PURCHASE AGREEMENTPurchase Agreement • March 18th, 1999 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
Contract Type FiledMarch 18th, 1999 Company Industry Jurisdiction
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
Contract Type FiledDecember 11th, 1997 Company Industry Jurisdiction
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
Contract Type FiledMarch 28th, 1997 Company Industry Jurisdiction
RECITALS:Employment Agreement • August 16th, 1999 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs
Contract Type FiledAugust 16th, 1999 Company Industry
CONSENT AND AMENDMENTConsent And • August 14th, 2003 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
Contract Type FiledAugust 14th, 2003 Company Industry JurisdictionCONSENT 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.
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
Contract Type FiledMarch 19th, 1998 Company Industry Jurisdiction
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2003 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • Illinois
Contract Type FiledMarch 28th, 2003 Company Industry JurisdictionTHIS 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”).
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 2013Trust Indenture Indenture • August 22nd, 2007 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
Contract Type FiledAugust 22nd, 2007 Company Industry JurisdictionINDENTURE 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”).
BALLY TOTAL FITNESS HOLDING CORPORATION AND [HSBC Bank USA, National Association,] AS TRUSTEE INDENTURE DATED AS OF , 2007 135/8% SENIOR SUBORDINATED TOGGLE NOTES DUE 2013Bally Total Fitness Holding Corp • August 22nd, 2007 • Services-membership sports & recreation clubs • New York
Company FiledAugust 22nd, 2007 Industry JurisdictionINDENTURE 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 AGREEMENTConsent Agreement • November 14th, 2005 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
Contract Type FiledNovember 14th, 2005 Company Industry JurisdictionThis 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
Contract Type FiledApril 28th, 2005 Company Industry JurisdictionTHIS 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
Contract Type FiledJune 8th, 2004 Company IndustryThis 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.