SUPERPRIORITY DEBTOR-IN-POSSESSION GUARANTEE AND COLLATERAL AGREEMENT by and among BALLY TOTAL FITNESS HOLDING CORPORATION, and certain of its Domestic Subsidiaries and MORGAN STANLEY SENIOR FUNDING, INC., as Collateral Agent Dated as of August 22, 2007Superpriority Debtor-in-Possession Guarantee and Collateral Agreement • August 27th, 2007 • Bally Total Fitness Holding Corp • Services-membership sports & recreation clubs • New York
SUPERPRIORITY DEBTOR-IN-POSSESSION GUARANTEE AND COLLATERAL AGREEMENT (as amended, supplemented or otherwise modified from time to time, the “Agreement”), dated as of August 22, 2007, made by BALLY TOTAL FITNESS HOLDING CORPORATION, a Delaware corporation and a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (“Borrower”) and each of the other signatories hereto (together with Borrower and any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of MORGAN STANLEY SENIOR FUNDING, INC., as Collateral Agent for the Secured Creditors (as defined below) (in such capacity, the “Collateral Agent”).
