exv10w1



 





Exhibit 10.1





EXECUTION COPY




THIRD AMENDMENT AND WAIVER




          THIRD AMENDMENT AND WAIVER, dated as of March 24, 2006 (this “Amendment”), under the
CREDIT AGREEMENT, dated as of November 18, 1997, as amended and restated as of October 14, 2004 (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, N.A., as agent for the
Lenders (the “Agent”), DEUTSCHE BANK SECURITIES, INC., 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.




W I T N E S S E T H:




          WHEREAS, the Borrower has requested, and the undersigned Lenders wish to consent to, certain
amendments to and waivers of the Credit Agreement;




          NOW, THEREFORE, the parties hereto hereby agree as follows:




          1. Amendments to Credit Agreement. (a) Section 1.01 of the 2006 Credit Agreement is
amended by adding the following new definitions in proper alphabetical order:





     “Third Amendment” means the Third Amendment and Waiver dated as of
March 24, 2006 to this Agreement.




     “2006 Bond Waivers” means the waivers with respect to the
Senior Unsecured Notes Indenture and the Subordinated Notes Indenture
described in the Third Amendment.



               (b) Section 1.01 of the Credit Agreement is amended by deleting the text “less, for purposes
of Section 6.12 only...” to the end of the definition of “Consolidated Interest Expense”
and replacing it with the following text:





, less, for purposes of Section 6.12 only and without duplication,
to the extent added in determining such aggregate amount of interest for
such period, any amortization of consent fees and expenses paid by the
Borrower (x) in connection with the Bond Waivers including, but not limited
to, fees paid to the Agent and the Lenders in connection with the Bond
Waivers and the extension of the Credit Agreement Default Date and (y) in
connection with the 2006 Bond Waivers, including, but not limited to, fees
paid to the Agent and the Lenders.



 









 




2


               (c) Section 7.08(d) of the Credit Agreement is hereby amended by inserting in clause (1)
thereof following the phrase “the value of such dispositions does not exceed $10,000,000 in any
fiscal year, including the 2004 fiscal year” the following parenthetical:





(it being understood that as of the effectiveness date of the Third Amendment, the
Borrower and its Subsidiaries have no more capacity to exclude Reinvestment Proceeds
from the calculation of any Net Cash Proceeds received in the Borrower’s 2006 fiscal
year; and provided, further, that in the 2006 fiscal year, the value
of the assets subject to such dispositions shall not exceed $15,000,000)



               (d) Section 9.01 of the Credit Agreement is hereby amended by adding the following paragraph
at the end thereof:





If the time period provided for delivery of documents or notices required under any
provision of the Credit Documents would end on a day which is not a Banking Day,
such time period shall be extended to the next Banking Day.



          2. Waivers; Acknowledgements.




          (a) Notwithstanding the provisions of Section 7.04 of the Credit Agreement, the Lenders
consent to the amendments and waivers of the Senior Unsecured Notes Indenture and the Subordinated
Notes Indenture and the payments related thereto on the terms and conditions set forth in Exhibit A
to this Amendment.




          (b) The Lenders waive any Default or Event of Default that has resulted or might result from
the occurrence of any of the following:





     (i) failure by the Borrower to deliver (A) audited financial statements of the Borrower
and its Subsidiaries for the Borrower’s 2005 fiscal year, together with the related
accountants’ certification, as required pursuant to Section 6.03(b)(ii) of the Credit
Agreement, (B) the officer’s certificate required to be delivered in connection with the
financial statements referred to in clause (A) pursuant to Section 6.03(e) of the Credit
Agreement and (C) copies of the combined balance sheet, statements of income and retained
earnings of the Unrestricted Subsidiaries required to be delivered in connection with the
financial statements referred to in clause (A) pursuant to Section 6.03(j) of the Credit
Agreement, in each case, on the date required by such provisions, provided, that (x)
unaudited consolidated financial statements of the Borrower and its Subsidiaries of the
types described in Sections 6.03(b)(ii) and 6.03(j) for the Borrower’s 2005 fiscal year,
together with the officer’s certificate referred to in clause (B) above, are delivered no
later than April 14, 2006, and (y) audited financial statements of the Borrower and its
Subsidiaries for the Borrower’s 2005 fiscal year, together with the related accountants’
certification, as required by Section 6.03(b)(ii) of the Credit Agreement, and the related
officer’s certificate, as required by Section 6.03(e) of the Credit Agreement, are delivered
as required by the Credit Agreement no later than July 10, 2006;




     (ii) failure by the Borrower to deliver (A) unaudited financial statements of the
Borrower for the first quarter of the Borrower’s 2006 fiscal year as required pursuant to
Section 6.03(a) of the Credit Agreement, together with the related officer’s certificate,



 









 




3



as required pursuant to Section 6.03(e) of the Credit Agreement, and (B) copies of the
combined balance sheet, statements of income and retained earnings of the Unrestricted
Subsidiaries required to be delivered in connection with the financial statements referred
to in clause (A) pursuant to Section 6.03(j) of the Credit Agreement, in each case, on the
date required by such provisions, provided, that such financial statements and
certificate are delivered as required by the Credit Agreement no later than July 10, 2006;




     (iii) failure by the Borrower to deliver (A) unaudited financial statements of the
Borrower for the second quarter of the Borrower’s 2006 fiscal year as required pursuant to
Section 6.03(a) of the Credit Agreement, together with the related officer’s certificate, as
required pursuant to Section 6.03(e) of the Credit Agreement, and (B) copies of the combined
balance sheet, statements of income and retained earnings of the Unrestricted Subsidiaries
required to be delivered in connection with the financial statements referred to in clause
(A) pursuant to Section 6.03(j) of the Credit Agreement, in each case, on the date required
by such provisions, provided, that such financial statements and certificate are
delivered as required by the Credit Agreement no later than September 11, 2006, or in the
event that the Borrower elects its option to extend under the 2006 Bond Waivers, October 11,
2006; and




     (iv) with respect to Section 8.07 of the Credit Agreement, any breach of Section 10.17
of the Senior Unsecured Notes Indenture or Section 10.17 of the Subordinated Notes Indenture
as a result of the failure of the Borrower to timely file financial statements with the SEC
for the Borrower’s 2005 fiscal year; provided, that notwithstanding the foregoing
such Default or Event of Default shall arise relating to the financial statements for the
Borrower’s 2005 fiscal year, on the later of (x) April 14, 2006 and (y) 10 days after a
notice of default of the type described in Section 5.1(c) of the Senior Unsecured Note
Indenture or Section 5.1(c) of the Subordinated Note Indenture shall have been delivered,
unless such default shall have been cured or waived, or such notice of default shall have
been withdrawn.



          3. Conditions to Effectiveness of this Amendment. This Amendment shall become
effective as of the date first set forth above (the “Effective Date”) at such time as:




          (i) the Agent shall have received counterparts of this Amendment duly executed and delivered
by a duly authorized officer of each of the Borrower, each Guarantor and the Majority Lenders; and




          (ii) the Agent shall have received payment of all fees and expenses of the Agent and the
Lenders that are due and payable on or prior to the Effective Date in connection with this
Amendment.




          4. Consent Fee. The Borrower agrees to pay to the Agent for the account of each
Lender which executes and delivers this Amendment by 5:00 p.m. EST on March 30, 2006, an amendment
fee equal to 0.75% of the sum of such Lender’s Term Advances and Revolving Credit Commitments on
the Effective Date, earned, due and payable on the Effective Date;
provided, that in the event the Borrower elects its option to extend the 2006 Bond
Waivers in respect of its unaudited financial statements for the second quarter of the Borrower’s
2006 fiscal




 









 




4

year until October 11, 2006, each Lender under the Credit Agreement shall be entitled
to an additional amendment fee equal to 0.125% of the sum of such Lender’s Term Advances and
Revolving Credit Commitments on the date the Borrower makes such election (which may be no later
than September 11, 2006), earned, due and payable on such date.




          5. Representations and Warranties. The Borrower represents and warrants to each
Lender that as of the Effective Date after giving effect to this Amendment: (a) the
representations and warranties made by the Credit Parties in the Credit Documents are true and
correct in all material respects on and as of the date hereof (except to the extent that such
representations and warranties are expressly stated to relate to an earlier date, in which case
such representations and warranties shall have been true and correct in all material respects on
and as of such earlier date) and (b) no Default or Event of Default shall have occurred and be
continuing as of the date hereof after giving effect to this Amendment.




          6. Counterparts. This Amendment may be executed by one or more of the parties to this
Amendment on any number of separate counterparts (including by facsimile transmission), and all of
said counterparts taken together shall be deemed to constitute one and the same instrument. The
execution and delivery of this Amendment by any Lender shall be binding upon each of its successors
and assigns and binding in respect of all of its Commitments and Advances, including any acquired
subsequent to its execution and delivery hereof and prior to the effectiveness hereof.




          7. Continuing Effect; No Other Amendments. This Amendment is to be narrowly
constructed. Except to the extent the Credit Agreement is expressly amended hereby, all of the
terms and provisions of the Credit Agreement and the other Credit Documents are and shall remain in
full force and effect. This Amendment shall constitute a Credit Document.




          8. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.




[Rest of page intentionally left blank]





 









 



     
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.



		
	 	
    BALLY TOTAL FITNESS HOLDING
	 	
    CORPORATION





			
	 	By:	
    



		
	 	
    

	 	
    Name: Carl J. Landeck
	 	
    Title:     Senior V.P., CFO
	 
	 	
    JPMORGAN CHASE BANK, N.A., individually
	 	
    and as Agent





			
	 	By:	




		
	 	
    

	 	
    Name:
	 	
    Title:









 



     
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.



		
	 	
    BALLY TOTAL FITNESS HOLDING
	 	
    CORPORATION





			
	 	By:	




		
	 	
    

	 	
    Name:
	 	
    Title:
	 
	 	
    JPMORGAN CHASE BANK, N.A., individually
	 	
    and as Agent





			
	 	By:	
    



		
	 	
    

	 	
    Name: Barry Bergman
	 	
    Title:     Managing Director









 


		
	 	
     INC.
	 	
    BALLY TOTAL FITNESS OF RHODE ISLAND, INC.
	 	
    RHODE ISLAND HOLDING COMPANY
	 	
    BALLY TOTAL FITNESS OF THE MIDWEST, INC.
	 	
    BALLY TOTAL FITNESS OF MINNESOTA, INC.
	 	
    TIDELANDS HOLIDAY HEALTH CLUBS, INC.
	 	
    U.S. HEALTH, INC.
	 	
    59TH STREET GYM LLC
	 	
    708 GYM LLC
	 	
    ACE, LLC
	 	
    BTF/CFI, INC.
	 	
    CRUNCH L.A. LLC
	 	
    CRUNCH WORLD LLC
	 	
    FLAMBE LLC
	 	
    MISSION IMPOSSIBLE, LLC
	 	
    SOHO HO LLC
	 	
    WEST VILLAGE GYM AT THE ARCHIVES LLC





			
	 	By:	
    



		
	 	
    

	 	
    Name: Carl J. Landeck
	 	
    Title:     Senior V.P., CFO
	 	
                 for
    each of the Guarantors listed above









 


		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement.
	 
	 	
    WELLS FARGO FOOTHILL, LLC





			
	 	By:	
    



		
	 	
    

	 	
    Name: Juan Barrera
	 	
    Title:     Vice President









 


		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement.
	 
	 	
    The Foothill Group, Inc.





			
	 	By:	
    



		
	 	
    

	 	
    Name: Michael R. Bohannon
	 	
    Title:     SVP









 


		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement.
	 
	 	
    
	 	
    

	 	
              Citigroup
    Financial Products Inc.





			
	 	By:	
    




		
	 	
    Name: GREGORY W. FRENZEL
	 	
    Title:     Managing Director









 


		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement.
	 
	 	
    GENERAL ELECTRIC CAPITAL
	 	
    CORPORATION, as Administrator for,
	 	
    MERRITT CLO HOLDING LLC





			
	 	By: 	
    









		
	 	
    

	 	
    Name: Brian P. Schwinn
	 	
    Title:   Duly Authorized Signatory








 


		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement.
	 
	 	
    Boldwater CBNA Loan Funding LLC,
	 	
    for itself or an agent for
	 	
    Boldwater CFPI Loan Funding LLC





			
	 	By: 	
    



		
	 	
    

	 	
    Name: MIKUS N. KINS
	 	
    Title:   Attorney-in-fact









 


		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement.
	 
	 
	 
	 	
    

	 	
    ADAR Investment Fund LTD
	 	
    by ADAR Investment Management LLC,
	 	
    Its Investment Manager





			
	 	By: 	
    



		
	 	
    

	 	
    Name: Aaron Morse
	 	
    Title:   Chief Operating Officer









 




		
	 	
    Bally Total Fitness Holding Corporation Third
	 	
    Amendment and Waiver dated as of March 24, 2006
	 	
    to the Amended and Restated Credit Agreement
	 
	 	
    CELERITY CLO LIMITED
	 	
    By: TCW Advisors, Inc.,
	 	
    as Agent





			
	 	By: 	






		
	 	
    
	 
	 	
    

	 	
    Name:        Jonathan R.
    Insull



			
	 	Title:	
    Managing Director





			
	 	By: 	






		
	 	
    
	 
	 	
    

	 	
    Name:        Vikas
    Mavinkurve



			
	 	Title:	
    Vice President









 




		
	 	
    Bally Total Fitness Holding Corporation Third
	 	
    Amendment and Waiver dated as of March 24, 2006
	 	
    to the Amended and Restated Credit Agreement





			
	 	DAR	
    IEN LOAN FUNDING COMPANY



		
	 	
    By: TCW Advisors as its Interim
	 	
    Interim Collateral Manager





			
	 	By: 	






		
	 	
    
	 
	 	
    

	 	
    Name:        Jonathan R.
    Insull



			
	 	Title:	
    Managing Director





			
	 	By: 	






		
	 	
    
	 
	 	
    

	 	
    Name:        Vikas
    Mavinkurve



			
	 	Title:	
    Vice President









 




		
	 	
    Bally Total Fitness Holding Corporation Third
	 	
    Amendment and Waiver dated as of March 24, 2006
	 	
    to the Amended and Restated Credit Agreement





			
	 	F	
    IRST 2004-I CLO, LTD.



		
	 	
    By: TCW Advisors as its Interim
	 	
    Interim Collateral Manager





			
	 	By: 	






		
	 	
    
	 
	 	
    

	 	
    Name:        Jonathan R.
    Insull



			
	 	Title:	
    Managing Director





			
	 	By: 	






		
	 	
    
	 
	 	
    

	 	
    Name:        Vikas
    Mavinkurve



			
	 	Title:	
    Vice President









 




		
	 	
    Bally Total Fitness Holding Corporation Third 

     Amendment and Waiver dated as of March 24, 

     2006 to the Amended and Restated Credit 

     Agreement













			
	 	F	
    IRST 2004-II CLO, LTD.



		
	 	
    By: TCW Advisors, Inc.
	 	
    Its Collateral Manager











			
	 	By:	
    



		
	 	
    

	 	
    Jonathan R. Insull



			
	 	Title:	
    Managing Director



		





			
	 	By:	
    



		
	 	
    

	 	
    Vikas Mavinkurve



			
	 	Title:	
    Vice President












 




		
	 	
    Bally Total Fitness Holding Corporation Third 

     Amendment and Waiver dated as of March 24, 

     2006 to the Amended and Restated Credit 

     Agreement
	 
	 	
    LOAN FUNDING I LLC, 

     a wholly owned subsidiary of Citibank, N.A. 

     By: TCW Advisors, Inc., 

     as Portfolio Manager of Loan Funding I LLC





			
	 	By:	
    



		
	 	
    

	 	
    Jonathan R. Insull



			
	 	Title:	
    Managing Director






			
	 	By:	
    



		
	 	
    

	 	
    Vikas Mavinkurve



			
	 	Title:	
    Vice President










 




		
	 	
    Bally Total Fitness Holding Corporation Third 

     Amendment and Waiver dated as of March 24, 

     2006 to the Amended and Restated Credit 

     Agreement
	 
	 	
    TCW SELECT LOAN FUND, LIMITED 

     By: TCW Advisors, Inc. as its 

     Collateral Manager





			
	 	By:	
    



		
	 	
    

	 	
    Jonathan R. Insull



			
	 	Title:	
    Managing Director






			
	 	By:	
    



		
	 	
    

	 	
    Vikas Mavinkurve



			
	 	Title:	
    Vice President









 




		
	 	
    Bally Total Fitness Holding Corporation Third 

     Amendment and Waiver dated as of March 24, 

     2006 to the Amended and Restated Credit 

     Agreement
	 
	 	
    TCW Senior Secured Loan Fund, LP 

     By: TCW Advisors, Inc., as its Investment Advisor





			
	 	By:	
    



		
	 	
    

	 	
    Jonathan R. Insull



			
	 	Title:	
    Managing Director







			
	 	By:	
    



		
	 	
    

	 	
    Vikas Mavinkurve



			
	 	Title:	
    Vice President












 

		
	 	
    Bally Total Fitness Holding Corporation Third 

     Amendment and Waiver dated as of March 24, 

     2006 to the Amended and Restated Credit 

     Agreement
	 
	 	
    VELOCITY CLO, LTD

     TCW Advisors, Inc., its Collateral Manager





			
	 	By:	
    



		
	 	
    

	 	
    Jonathan R. Insull



			
	 	Title:	
    Managing Director







			
	 	By:	
    



		
	 	
    

	 	
    Vikas Mavinkurve



			
	 	Title:	
    Vice President












 




		
	 	
    Bally Total Fitness Holding Corporation Third 

     Amendment and Waiver dated as of March 24, 

     2006 to the Amended and Restated Credit 

     Agreement
	 
	 	
    Q FUNDING III, L.P. [LENDER] 

     By: Prufrock Onshore, L.P., its General Partner
	 	
    By: J. Alfred Onshore, LLC, its General Partner





			
	 	By:	
    



		
	 	
    

	 	
    Name: Robert McCormick



			
	 	Title:	
    Vice President










 




		
	 	
    Black Diamond Offshore, Ltd.
	 	
    By: Carlson Capital L.P., its investment advisor
	 	
    By: Asgard Investment Corp., its general partner





			
	 	By: 	
    



		
	 	
    

	 	
    Name: Clint D. Carlson
	 	
    Title:   President




 







 




		
	 	
    Double Black Diamond Offshore LDC
	 	
    By: Carlson Capital, L.P., its investment advisor
	 	
    By: Asgard Investment Corp., its general partner





			
	 	By: 	
    



		
	 	
    

	 	
    Name: Clint D. Carlson
	 	
    Title:      President









 




		
	 	
    Bally Total Fitness Holding Corporation Third
	 	
    Amendment and Waiver dated as of March 24,
	 	
    2006 to the Amended and Restated Credit
	 	
    Agreement
	 
	 	
    HARBOUR TOWN FUNDING LLC





			
	 	By: 	
    



		
	 	
    

	 	
    Name: M. Cristina Higgins
	 	
    Title:  Assistant Vice President









 




		
	 	
    Bally Total Fitness Holding Corporation Third
	 	
    Amendment and Waiver dated as of March 24,
	 	
    2006 to the Amended and Restated Credit
	 	
    Agreement
	 
	 	
    LONG LANE MASTER TRUST IV





			
	 	By: 	
    



		
	 	
    

	 	
    Name: M. Cristina Higgins
	 	
    Title:  Authorized Agent









 




		
	 	
    Bally Total Fitness Holding Corporation Third
	 	
    Amendment and Waiver dated as of March 24,
	 	
    2006 to the Amended and Restated Credit
	 	
    Agreement
	 
	 	
    RED FOX FUNDING LLC





			
	 	By: 	
    



		
	 	
    

	 	
    Name: M. Cristina Higgins
	 	
    Title:  Assistant Vice President









 




		
	 	
    Bally Total Fitness Holding Corporation Third
	 	
    Amendment and Waiver dated as of March 24,
	 	
    2006 to the Amended and Restated Credit
	 	
    Agreement
	 
	 	
    SEMINOLE FUNDING LLC





			
	 	By: 	
    



		
	 	
    

	 	
    Name: M. Cristina Higgins
	 	
    Title:  Assistant Vice President









 




		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement
	 
	 	
    WB Loan Funding 2, LLC





			
	 	By: 	






		
	 	
    
	 	
    

	 	
    Name:        Diana M.
    Himes



			
	 	Title:	
    Associate









 




		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement
	 
	 
	 
	 
	 	
    

	 	
    Deutsche Bank Trust Company Americas





			
	 	By: 	






		
	 	
    
	 	
    

	 	
    Name:        Brenda Casey



			
	 	Title:	
    Director





			
	 	By: 	






		
	 	
    
	 	
    

	 	
    Name:        
Steven P. Lapham



			
	 	Title:	
    Managing Director









 




		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement
	 
	 	
    Credit Genesis CLO 2005-1
	 	
    

	 	
    [LENDER]





			
	 	By: 	






		
	 	
    
	 	
    

	 	
    Name:        TK DECCAN



			
	 	Title:	
    Managing Principal









 




		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 in the Amended and
    Restated Credit Agreement
	 
	 	
    
	 
	 	
    

	 	
    TRS LEDA LLC





			
	 	By: 	




		
	 	
     
	 	
    

	 	 

	 	
    Name: Alice L. Wagner



			
	 	Title:	Vice President










 




		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement
	 
	 	
    GENERAL ELECTRIC CAPITAL CORPORATION





			
	 	By: 	






		
	 	
    
	 	
    

	 	
    Name:        Dwayne L.
    Coker



			
	 	Title:	
    Duly Authorized signatory









 




		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement
	 
	 	
    Sankaty Advisors, LLC as Collateral Manager for AVERY POINT CLO,
LTD., as Term Lender





			
	 	By: 	






		
	 	
    
	 	
    

	 	
    Name:        Michelle L.
    Rocha



			
	 	Title:	
    Authorized Signatory









 


		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement
	 
	 	
    Sankaty Advisors, LLC as Collateral Manager for Race Point II
    CLO, Limited, as Term Lender





			
	 	By: 	
    



		
	 	
    

	 	
    Name:
	 	
    Title:









 


		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement
	 
	 	
    Sankaty Advisors, LLC as Collateral Manager for Castle Hill I -
    INGOTS, Ltd., as Term Lender





			
	 	By: 	



		
	 	
    

	 	
    Name:
	 	
    Title:









 


		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement
	 
	 	
    Sankaty Advisors, LLC as Collateral Manager for Loan Funding XI
    LLC, as Term Lender





			
	 	By: 	
    



		
	 	
    

	 	
    Name:
	 	
    Title:









 


		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement
	 
	 	
    Sankaty Advisors, Inc., as Collateral Manager for Brant Point
    CBO 1999-1 LTD., as Term Lender





			
	 	By: 	
    



		
	 	
    

	 	
    Name:
	 	
    Title:









 


		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement
	 
	 	
    Sankaty Advisors, LLC as Collateral Manager for Race Point CLO,
    Limited, as Term Lender





			
	 	By: 	
    



		
	 	
    

	 	
    Name:
	 	
    Title:









 


		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement
	 
	 	
    Sankaty High Yield Partners, III, L.P.





			
	 	By: 	
    



		
	 	
    

	 	
    Name:
	 	
    Title:









 




		
	 	
    Bally Total Fitness Holding Corporation Third 

     Amendment and Waiver dated as of March 24, 2006 

     to the Amended and Restated Credit Agreement
	 
	 	
    Sankaty Advisors, LLC as Collateral Manager for Castle
Hill II — INGOTS, Ltd., as Term Lender





			
	 	By: 	
     

     _____________________________________ 

     Name: 

     Title:









 




		
	 	
    Bally Total Fitness Holding Corporation Third 

     Amendment and Waiver dated as of March 24, 2006 

     to the Amended and Restated Credit Agreement





		
		
    Sankaty Advisors, LLC as Collateral Manager 

     for Prospect Funding I, LLC as Term Lender





			
	 	By: 	
     

     _____________________________________ 

     Name: 

     Title:









 




		
	 	
    Bally Total Fitness Holding Corporation Third 

     Amendment and Waiver dated as of March 24, 2006 

     to the Amended and Restated Credit Agreement





		
		
    Sankaty Advisors, LLC as Collateral Manager 

     for Brant Point II CBO 2000-1 Ltd., as Term Lender





			
	 	By: 	
     

     _____________________________________ 

     Name: 

     Title:









 




		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement
	 
	 	
    Sankaty Advisors, LLC as Collateral Manager for Race Point III,
    CLO Ltd. as Term Lender





			
	 	By:	
    



		
	 	
    

	 	
    Name:
	 	
    Title:








 




		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement
	 
	 	
    Canyon Capital CDO 2002-1 Ltd.
	 	
    [LENDER]





			
	 	By: 	
    



		
	 	
    

	 	
    Name:      Mitchell R. Julis
	 	
    Title:      Managing Director





			
	 	By: 	
    Canyon Capital Advisors LLC,



		
	 	
          a Delaware limited liability company,
	 	
          its Collateral Manager








 




		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement
	 
	 	
    FIELD POINT I, LTD.





			
	 	By: 	
    



		
	 	
    

	 	
    Name:      Richard Petrill
	 	
    Title:      Authorized Signatory








 


		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement.
	 
	 	
    FIELD POINT II, LTD.





			
	 	By: 	
    



		
	 	
    Name: Richard Petrill
	 	
    Title:  Authorized Signatory








 


		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement.
	 
	 	
    

	 	
    LaSalle Bank N.A.





			
	 	By: 	
    



		
	 	
    Name: David Shapiro
	 	
    Title:  Senior Vice President








 


		
	 	
     Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement.
	 
	 	
    

	 	
    ANCHORAGE CROSSOVER CREDIT
	 	
    OFFSHORE MASTER FUND, LTD.





			
	 	By: 	
    ANCHORAGE ADVISORS, LLC.,



		
	 	
    Its Advisor





			
	 	By: 	
    



		
	 	
    

	 	
    Name: Michael Aglialoro
	 	
    Title:  Executive Vice President








 


		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement.
	 
	 	
    SBZ PARTNERS, L.P.
	 	
    

	 	
    [LENDER]





			
	 	By:	
    



		
	 	
    

	 	
    Name: Martin Bious



			
	 	Title:	
    Co-manager, SBZ copy illegible, GP, LLC, Its General Partner









 


		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement.
	 
	 	
    Sunrise Partners Limited Partnership
	 	
    

	 	
    [LENDER]





			
	 	By:	
    



		
	 	
    

	 	
    Name: Michael J. Berner
	 	
    Title:     Vice President









 


		
	 	
    Bally Total Fitness Holding Corporation Third Amendment and
    Waiver dated as of March 24, 2006 to the Amended and
    Restated Credit Agreement.
	 
	 	
    The Alphagen Credit Fund LP
	 	
    

	 	
    [LENDER]





			
	 	By:	
    



		
	 	
    

	 	
    Name: Varkks Chacko



			
	 	Title:	
    Signing in his capacity 

     as Fund Manager, 

     [Illegible] Global Investments








 





EXHIBIT A




Amendments and Waivers to Senior

Unsecured Notes Indenture and

Subordinated Notes Indenture




Senior Unsecured Notes Indenture:




WAIVERS





Waiver of any Default or Event of Default (as such terms are defined in the Senior Unsecured
Notes Indenture) (A) arising from a failure to comply with the covenants set forth in
Section 7.4 and 10.17 of the Senior Unsecured Notes Indenture (the “Reporting
Covenants”), which require the Borrower to file with the SEC and to furnish to the
Trustee and holders under the Senior Unsecured Notes Indenture, the reports required to
be filed pursuant to the Securities Exchange Act of 1934 and (B) arising from the
Borrower’s failure to provide notice to the Trustee under the Senior Unsecured Notes
Indenture of any Reporting Covenant Default under Section 10.19(b) of the Senior
Unsecured Notes Indenture.




Waiver extends through July 10, 2006 with respect to the Borrower’s 2005 10-K Report and
first quarter 2006 10-Q Report and through September 11, 2006 with respect to the
Borrower’s second quarter 2006 10-Q Report, with an option to extend to October 11,
2006.



CONSIDERATION





A
fee, at the election of the holder under the Senior Unsecured Notes Indenture
of (i) $10.00 or (ii) 4.4444 shares of the Borrower’s common stock, par value $0.01 per
share (“Common Stock”), in each case per $1,000 in principal amount of Senior Unsecured
Notes.




In addition, if the Borrower elects the option to extend the delivery of its
second quarter 2006 10-Q Report by 30 additional days to October 11, 2006, a fee of (i)
$3.33 or (ii) 1.4815 shares of Common Stock per $1,000 in principal amount of Senior
Unsecured Notes.



Subordinated Notes Indenture:




WAIVERS





Waiver of any Default or Event of Default (as such terms are defined in the Subordinated
Notes Indenture) (A) arising from a failure to comply with the covenants set forth in
Section 7.4 and 10.17 of the Subordinated Notes Indenture (the “Reporting Covenants”),
which require the Borrower to file with the SEC and to furnish to the Trustee and
holders under the Subordinated Notes Indenture, the reports required to be filed
pursuant to the Securities Exchange Act of 1934 and (B) arising from the Borrower’s
failure to provide notice to the Trustee under the Subordinated Notes



 









 






Indenture of any Reporting Covenant Default under Section 10.18(b) of the Subordinated
Notes Indenture.




Waiver extends through July 10, 2006 with respect to the Borrower’s 2005 10-K Report and
first quarter 2006 10-Q Report and through September 11, 2006 with respect to the
Borrower’s second quarter 2006 10-Q Report, with an option to extend to October 11,
2006.



CONSIDERATION





A fee, at the election of the holder under the Subordinated Notes Indenture of
(i) $10.00 or (ii) 4.4444 shares of the Borrower’s common stock, par value $0.01 per
share (“Common Stock”), in each case per $1,000 in principal amount of Subordinated
Notes.




In addition, if the Borrower elects the option to extend the delivery of its
second quarter 2006 10-Q Report by 30 additional days to October 11, 2006, a fee of (i)
$3.33 or (ii) 1.4815 shares of Common Stock per $1,000 in principal amount of
Subordinated Notes.