FOURTH AMENDMENT

Exhibit 10.39

EXECUTION COPY

FOURTH AMENDMENT

     FOURTH AMENDMENT, dated as of June 23, 2006 (this “Amendment”), under the CREDIT AGREEMENT, dated as of November 18, 1997, as amended and restated as of October 14, 2004 (as in effect on the date immediately prior to the date hereof, the “Credit Agreement”), among BALLY TOTAL FITNESS HOLDING CORPORATION, a Delaware corporation (the “Borrower”), the lenders parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as agent for the Lenders (the “Agent”), DEUTSCHE BANK SECURITIES, INC., 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.

W I T N E S S E T H:

     WHEREAS, the Borrower has requested, and the undersigned Lenders wish to consent to, an amendment to the Credit Agreement;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1. Amendment to Credit Agreement. Section 8.07 of the Credit Agreement is amended by adding at the end of the second sentence the phrase “(or in the case of financial statements for the fiscal quarter ending on or about September 30, 2006, the day which is two Business Days before the day which is 30 days following delivery of any such notice of default in respect of such financial statements)”.

     2. Conditions to Effectiveness of this Amendment. This Amendment shall become effective as of the date first set forth above (the “Effective Date”) at such time as:

     (i) the Agent shall have received counterparts of this Amendment duly executed and delivered by a duly authorized officer of each of the Borrower, each Guarantor and the Majority Lenders; and

     (ii) the Agent shall have received payment of all fees and expenses of the Agent and the Lenders that are due and payable on or prior to the Effective Date in connection with this Amendment.

     3. Consent Fee. The Borrower agrees to pay to the Agent for the account of each Lender which executes and delivers this Amendment by 12:00 noon EST on June 23, 2006, an amendment fee equal to 0.125% of the sum of such Lender’s Term Advances and Revolving Credit Commitments on the Effective Date, earned, due and payable on the Effective Date.

     4. Representations and Warranties. The Borrower represents and warrants to each Lender that as of the Effective Date after giving effect to this Amendment: (a) the representations and warranties made by the Credit Parties in the Credit Documents are true and

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correct in all material respects on and as of the date hereof (except to the extent that such representations and warranties are expressly stated to relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and (b) no Default or Event of Default shall have occurred and be continuing as of the date hereof after giving effect to this Amendment.

     5. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by facsimile transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The execution and delivery of this Amendment by any Lender shall be binding upon each of its successors and assigns and binding in respect of all of its Commitments and Advances, including any acquired subsequent to its execution and delivery hereof and prior to the effectiveness hereof.

     6. Continuing Effect; No Other Amendments. This Amendment is to be narrowly constructed. Except to the extent the Credit Agreement is expressly amended hereby, all of the terms and provisions of the Credit Agreement and the other Credit Documents are and shall remain in full force and effect. This Amendment shall constitute a Credit Document.

     7. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

		BALLY TOTAL FITNESS HOLDING CORPORATION
		By:		/s/ Xxxxxxxxx X. Xxxxxx
				Name:		Xxxxxxxxx X. Xxxxxx
				Title:		Vice President and Treasurer
		JPMORGAN CHASE BANK, N.A., individually and as Agent
		By:		/s/ Xxxxx Xxxxxxx
				Name:		Xxxxx Xxxxxxx
				Title:		Managing Director

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		Bally Total Fitness Holding Corporation Fourth Amendment and Waiver dated as of June 23, 2006 to the Amended and Restated Credit Agreement
		XXXXX FARGO FOOTHILL, LLC
		By:		/s/ Xxxx Xxxxxxx
				Name:		Xxxx Xxxxxxx
				Title:		Vice President
		THE FOOTHILL GROUP, INC.
		By:		/s/ Xxxxxxx Xxxxxxxx
				Name:		Xxxxxxx Xxxxxxxx
				Title:		Senior Vice President
		CITIGROUP FINANCIAL PRODUCTS INC.
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name:		Xxxxxxx X. Xxxxxxx
				Title:		Managing Director
		GENERAL ELECTRIC CAPITAL CORPORATION, as Administrator for XXXXXXX CLO HOLDING LLC
		By:		/s/ Xxxxxx X Xxxxx
				Name:		Xxxxxx X. Xxxxx
				Title:		Duly Authorized Signatory
		BOLDWATER CBNA LOAN FUNDING LLC, for itself or as agent for BOLDWATER CFPI LOAN FUNDING LLC
		By:		/s/ Xxx Xxxxx
				Name:		Xxxxx X. Xxxx
				Title:		Attorney-in-fact

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		ADAR INVESTMENT FUND LTD by ADAR INVESTMENT MANAGEMENT LLC, Its Investment Manager
		By:		/s/ Xxxxx Xxxxx
				Name:		Xxxxx Xxxxx
				Title:		Chief Operating Officer
		CELERITY CLO LIMITED
		By:		TCW Advisors, Inc., as Agent
		By:		/s/ G. Xxxxx Xxxxxx
				Name:		G. Xxxxx Xxxxxx
				Title:		Vice President
		By:		/s/ Xxxxx Xxxxxxxxxx
				Name:		Xxxxx Xxxxxxxxxx
				Title:		Vice President
		FIRST 2004-I CLO, LTD.
		By:		TCW Advisors, Inc., as its Collateral Manager
		By:		/s/ G. Xxxxx Xxxxxx
				Name:		G. Xxxxx Xxxxxx
				Title:		Vice President
		By:		/s/ Xxxxx Xxxxxxxxxx
				Name:		Xxxxx Xxxxxxxxxx
				Title:		Vice President

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		FIRST 2004-II CLO, LTD.
		By:		TCW Advisors, Inc., as its Collateral Manager
		By:		/s/ G. Xxxxx Xxxxxx
				Name:		G. Xxxxx Xxxxxx
				Title:		Vice President
		By:		/s/ Xxxxx Xxxxxxxxxx
				Name:		Xxxxx Xxxxxxxxxx
				Title:		Vice President
		LOAN FUNDING I LLC, a wholly owned subsidiary of Citibank, N.A.
		By:		TCW Advisors, Inc., as Portfolio Manager of Loan Funding I LLC
		By:		/s/ G. Xxxxx Xxxxxx
				Name:		G. Xxxxx Xxxxxx
				Title:		Vice President
		By:		/s/ Xxxxx Xxxxxxxxxx
				Name:		Xxxxx Xxxxxxxxxx
				Title:		Vice President
		TCW SELECT LOAN FUND, LIMITED
		By:		TCW Advisors, Inc., as its Collateral Manager
		By:		/s/ G. Xxxxx Xxxxxx
				Name:		G. Xxxxx Xxxxxx
				Title:		Vice President
		By:		/s/ Xxxxx Xxxxxxxxxx
				Name:		Xxxxx Xxxxxxxxxx
				Title:		Vice President
		TCW SENIOR SECURED LOAN FUND, LP
		By:		TCW Advisors, Inc., as its Investment Advisor
		By:		/s/ G. Xxxxx Xxxxxx
				Name:		G. Xxxxx Xxxxxx
				Title:		Vice President
		By:		/s/ Xxxxx Xxxxxxxxxx
				Name:		Xxxxx Xxxxxxxxxx
				Title:		Vice President

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		VELOCITY CLO, LTD.
		By:		TCW Advisors, Inc., as its Collateral Manager
		By:		/s/ G. Xxxxx Xxxxxx
				Name:		G. Xxxxx Xxxxxx
				Title:		Vice President
		By:		/s/ Xxxxx Xxxxxxxxxx
				Name:		Xxxxx Xxxxxxxxxx
				Title:		Vice President
		VITESSE CLO, LTD.
		By:		TCW Advisors, Inc., as its Collateral Manager
		By:		/s/ G. Xxxxx Xxxxxx
				Name:		G. Xxxxx Xxxxxx
				Title:		Vice President
		By:		/s/ Xxxxx Xxxxxxxxxx
				Name:		Xxxxx Xxxxxxxxxx
				Title:		Vice President
		Q FUNDING III, L.P.
		By:		Prufrock Onshore, L.P., its General Partner
		By:		J. Alfred Onshore, LLC, its General Partner
		By:		/s/ Xxxxxx XxXxxxxxx
				Name:		Xxxxxx XxXxxxxxx
				Title:		Vice President
		BLACK DIAMOND OFFSHORE, LTD.
		By:		Xxxxxxx Capital, L.P., its Investment Advisor
		By:		Asgard Investment Corp., Its General Partner
		By:		/s/ Xxxxx X. Xxxxxxx
				Name:		Xxxxx X. Xxxxxxx
				Title:		President
		DOUBLE BLACK DIAMOND OFFSHORE, LDC
		By:		Xxxxxxx Capital, L.P., its Investment Advisor
		By:		Asgard Investment Corp., Its General Partner
		By:		/s/ Xxxxx X. Xxxxxxx
				Name:		Xxxxx X. Xxxxxxx
				Title:		Presdient

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		HARBOUR TOWN FUNDING LLC
		By:		/s/ Xxxxxxxxx X. Xxxxxxx
				Name:		Xxxxxxxxx X. Xxxxxxx
				Title:		Assistant Vice President
		LONG LANE MASTER TRUST IV
		By:		/s/ Xxxxxxxxx X. Xxxxxxx
				Name:		Xxxxxxxxx X. Xxxxxxx
				Title:		Assistant Vice President
		RED FOX FUNDING LLC
		By:		/s/ Xxxxxxxxx X. Xxxxxxx
				Name:		Xxxxxxxxx X. Xxxxxxx
				Title:		Assistant Vice President
		SEMINOLE FUNDING LLC
		By:		/s/ Xxxxxxxxx X. Xxxxxxx
				Name:		Xxxxxxxxx X. Xxxxxxx
				Title:		Assistant Vice President
		WB LOAN FUNDING 2, LLC
		By:		/s/ Xxxxx X. Xxxxx
				Name:		Xxxxx X. Xxxxx
				Title:		Associate
		DEUTSCHE BANK TRUST COMPANY AMERICAS
		By:		/s/ Xxxxx Xxxxxx
				Name:		Xxxxx Xxxxxx
				Title:		Vice President
		By:		/s/ Xxxxx XxXxxxx
				Name:		Xxxxxx Xxxxx
				Title:		Director

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		CREDIT GENESIS CLO 2005-I LTD.
		By:		/s/ Xxxx Xxxxxxxxxx
				Name:		Xxxx Xxxxxxxxxx
				Title:		Principal
		TRS LEDA LLC
		By:		/s/ Xxxxx X. Xxxxxx
				Name:		Xxxxx X. Xxxxxx
				Title:		Vice President
		By:		/s/ Xxxxxx Xxxxxxxx
				Name:		Xxxxxx Xxxxxxxx
				Title:		Vice President
		GENERAL ELECTRIC CAPITAL CORPORATION
		By:		/s/ Xxxxxx X. Xxxxx
				Name:		Xxxxxx X. Xxxxx
				Title:		Duly Authorized Signatory
		SANKATY ADVISORS, LLC, as Collateral Manager for RACE POINT II CLO, LIMITED, as Term Lender
		By:		/s/ Xxxxx X. Xxxxxxx III
				Name:		Xxxxx X. Xxxxxxx III
				Title:		Managing Director
		SANKATY ADVISORS, LLC, as Collateral Manager for CASTLE HILL I —INGOTS, LTD., as Term Lender
		By:		/s/ Xxxxx X. Xxxxxxx III
				Name:		Xxxxx X. Xxxxxxx III
				Title:		Managing Director

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		SANKATY ADVISORS, LLC, as Collateral Manager for XXXXX POINT CBO 1999-1 LTD., as Term Lender
		By:		/s/ Xxxxx X. Xxxxxxx III
				Name:		Xxxxx X. Xxxxxxx III
				Title:		Managing Director
		SANKATY ADVISORS, LLC, as Collateral Manager for RACE POINT CLO, LIMITED, as Term Lender
		By:		/s/ Xxxxx X. Xxxxxxx III
				Name:		Xxxxx X. Xxxxxxx III
				Title:		Managing Director
		SANKATY HIGH YIELD PARTNERS, III, L.P.
		By:		/s/ Xxxxx X. Xxxxxxx III
				Name:		Xxxxx X. Xxxxxxx III
				Title:		Managing Director
		SANKATY ADVISORS, LLC, as Collateral Manager for CASTLE HILL II — INGOTS, LTD., as Term Lender
		By:		/s/ Xxxxx X. Xxxxxxx III
				Name:		Xxxxx X. Xxxxxxx III
				Title:		Managing Director

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		SANKATY ADVISORS, LLC, as Collateral Manager for PROSPECT FUNDING I, LLC, as Term Lender
		By:		/s/ Xxxxx X. Xxxxxxx III
				Name:		Xxxxx X. Xxxxxxx III
				Title:		Managing Director
		SANKATY ADVISORS, LLC, as Collateral Manager for RACE POINT III CLO, LIMITED, as Term Lender
		By:		/s/ Xxxxx X. Xxxxxxx III
				Name:		Xxxxx X. Xxxxxxx III
				Title:		Managing Director
		CANYON CAPITAL CDO 2002-1 LTD.
		By:		/s/ Xxxxxx X. Xxxxxxxx
				Name:		Xxxxxx X. Xxxxxxxx
				Title:		Managing Partner
		By:		Canyon Capital Advisors LLC, a Delaware limited liability company, its Collateral Manager

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		ANCHORAGE CROSSOVER CREDIT OFFSHORE MASTER FUND, LTD.
		By:		Anchorage Advisors, L.L.C., its Advisor
		By:		/s/ Xxxxxxx Xxxxxxxxx
				Name:		Xxxxxxx Xxxxxxxxx
				Title:		Executive Vice President
		SBZ PARTNERS, LP
		By:		/s/ Xxxxxx Xxxxx
				Name:		Xxxxxx Xxxxx
				Title:		Co-Manager, SBZ Capital GP, LLC, its General Partner
		SUNRISE PARTNERS LIMITED PARTNERSHIP
		By:		/s/ Xxxxxxx X. Xxxxxx
				Name:		Xxxxxxx X. Xxxxxx
				Title:		Vice President

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THE FOURTH AMENDMENT IS ACKNOWLEDGED AND AGREED:

BALLY’S FITNESS AND RACQUET CLUBS, INC.

BALLY FITNESS FRANCHISING, INC.

BALLY FRANCHISE RSC, INC.

BALLY FRANCHISING HOLDINGS, INC.

BALLY ESTATE II, LLC

REAL ESTATE III, LLC

REAL ESTATE IV, LLC

BALLY REFS WEST HARTFORD, LLC

BALLY TOTAL FITNESS CORPORATION

BALLY TOTAL FITNESS HOLDING CORPORATION

BALLY TOTAL FITNESS INTERNATIONAL, INC.

BALLY TOTAL FITNESS OF MISSOURI, INC.

BALLY TOTAL FITNESS OF TOLEDO, INC.

BFIT REHAB OF WEST PALM BEACH, INC.

BALLY TOTAL FITNESS OF CONNECTICUT COAST, INC.

BALLY TOTAL FITNESS OF CONNECTICUT VALLEY, INC.

GREATER PHILLY XX. 0 XXXXXXX XXXXXXX

XXXXXXX XXXXXX XX. 0 HOLDING COMPANY

HEALTH & TENNIS CORPORATION OF NEW YORK

BALLY TOTAL FITNESS OF UPSTATE NEW YORK, INC.

BALLY TOTAL FITNESS OF COLORADO, INC.

BALLY TOTAL FITNESS OF THE SOUTHEAST, INC.

HOLIDAY HEALTH CLUBS OF THE EAST COAST, INC.

HOLIDAY/SOUTHEAST HOLDING CORP.

BALLY TOTAL FITNESS OF CALIFORNIA, INC.

BALLY TOTAL FITNESS OF THE MID-ATLANTIC, INC.

BALLY TOTAL FITNESS OF GREATER NEW YORK, INC.

XXXX XXXXXXX HOLDING CORP.

BALLY SPORTS CLUBS, INC.

NEW FITNESS HOLDING CO., INC.

NYCON HOLDING CO., INC.

BALLY TOTAL FITNESS OF PHILADELPHIA, INC.

BALLY TOTAL FITNESS OF RHODE ISLAND, INC.

RHODE ISLAND HOLDING COMPANY

BALLY TOTAL FITNESS OF THE MIDWEST, INC.

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		BALLY TOTAL FITNESS OF MINNESOTA, INC.
		TIDELANDS HOLIDAY HEALTH CLUBS, INC.
		U.S. HEALTH, INC.
		00XX XXXXXX GYM LLC
		708 GYM LLC
		ACE, LLC
		BTF/CFI, INC.
		CRUNCH CFI CHICAGO, LLC
		CRUNCH L.A. LLC
		CRUNCH WORLD LLC
		FLAMBE LLC
		MISSION IMPOSSIBLE, LLC
		SOHO HO LLC
		WEST VILLAGE GYM AT THE ARCHIVES LLC
		By:		/s/ Xxxxxxxxx X. Xxxxxx
				Name:		Xxxxxxxxx X. Xxxxxx
				Title:		Vice President and Treasurer