0000770944-04-000004 Sample Contracts

AMENDMENT NO. 5 TO SERIES 2001-1 SUPPLEMENT
West Village Gym at the Archives LLC • March 30th, 2004 • Services-membership sports & recreation clubs

This AMENDMENT NO. 5 dated as of November 28, 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”).

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AMENDMENT NO. 7 TO SERIES 2001-1 SUPPLEMENT
Pooling and Servicing Agreement • March 30th, 2004 • West Village Gym at the Archives LLC • Services-membership sports & recreation clubs

This AMENDMENT NO. 7 dated as of March 9, 2004 (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”).

FIRST AMENDMENT
First Amendment • March 30th, 2004 • West Village Gym at the Archives LLC • Services-membership sports & recreation clubs • New York

FIRST AMENDMENT, dated as of March 5, 2004 (this “Amendment”), under the CREDIT AGREEMENT, dated as of November 18, 1997, as amended and restated as of July 2, 2003 (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, 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.

AMENDMENT NO. 6 TO SERIES 2001-1 SUPPLEMENT
West Village Gym at the Archives LLC • March 30th, 2004 • Services-membership sports & recreation clubs

This AMENDMENT NO. 6 dated as of December 31, 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”).

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