LIMITED WAIVER AND FORBEARANCE AGREEMENTLimited Waiver and Forbearance Agreement • May 17th, 2007 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
This Consent Letter may be executed by the Holder(s), the Custodian and DTC/Cede in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and may be delivered to the Company and the Trustee without copies of the applicable signature page executed by the Holder(s).
LIMITED WAIVER AND FORBEARANCE AGREEMENTLimited Waiver and Forbearance Agreement • May 17th, 2007 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
Company’s obligation to (i) file with the SEC such reports as the Company is or may be required to file with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act and furnish such reports to the Trustee and holders of the Notes in accordance with Sections 7.4 and 10.17 of the Indenture (the “Reporting Obligations”), (ii) make a scheduled payment of interest on the Senior Subordinated Notes as due on April 16, 2007 in accordance with Section 10.1 of the Senior Subordinated Notes Indenture, which would result in an Event of Default under Section 5.1(e) of the Indenture (the “Interest Payment Default”), (iii) comply with Section 10.12(a)(i) of the Indenture in connection with the Purchase and Sale Agreement, dated October 13, 2006, for the sale of 1901 West 39th Street, Hialeah, Florida and the Escrow Holdback Agreement, dated October 24, 2006, as amended, concerning Escrow Trust #06-0806 (the “Sale and Leaseback Matters”), and (iv) provide notice to the Trustee of a Default or
