SUBSCRIPTION AND BACKSTOP PURCHASE AGREEMENTSubscription and Backstop Purchase Agreement • June 27th, 2007 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
SUBSCRIPTION AND BACKSTOP PURCHASE AGREEMENT, dated June 27, 2007 (this “Agreement”), among Bally Total Fitness Holding Corporation, a Delaware corporation (the “Company”), the subsidiary guarantors listed on Schedule 1 hereto and such additional subsidiary guarantors as may become parties to this Agreement subsequent to the date hereof pursuant to a joinder hereto (the “Subsidiary Guarantors” and, together with the Company, “Bally”), and the parties set forth on Schedule 2 hereto (the “Backstop Providers”). Unless otherwise specified herein, all capitalized terms used and not defined herein shall have the meanings ascribed to them in the pre-packaged Chapter 11 plan of reorganization of the Debtors, dated as of June 27, 2007, a copy of which has been provided to the Backstop Providers and is attached hereto as Exhibit A, as such plan may be amended, supplemented or modified from time to time after the date hereof with the consent of the Required Backstop Parties (the “Plan”).
