0000950137-06-004653 Sample Contracts

CONSENT AGREEMENT
Consent 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.

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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among BALLY TOTAL FITNESS HOLDING CORPORATION and THE HOLDERS NAMED HEREIN Dated as of April 13, 2006
Registration Rights Agreement • April 18th, 2006 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of April 13, 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 were signatories to the Original Registration Rights Agreement (the “Original Holders”).

CONSENT AGREEMENT
Consent 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.

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