EXHIBIT 10.1 - 08/15/2005 FORM 8-K




EXHIBIT 10.1 






CONSENT 



               
CONSENT,  dated as of August 9, 2005 (this “Consent”), under the CREDIT
AGREEMENT, dated as of November 18, 1997, as amended and restated as of October 14, 2004
and as amended and waived by the First Amendment and Waiver dated as of March 31, 2005
(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: 



                    
1.    
          The requisite holders under the Borrower’s Subordinated Notes Indenture
          have delivered a notice of default dated August 4, 2005, and the trustee under
          each of the Borrower’s Subordinated Notes Indenture and Senior Unsecured
          Notes Indenture has delivered a notice of default dated August 5, 2005
          (collectively, the “August 2005 Default Notices”), in each case
          under Section 5.1(c) thereof with respect to the Borrower’s failure to
          satisfy certain financial reporting and delivery obligations thereunder. 



                    
2.    
          Pursuant to Section 8.07 of the Credit Agreement a Default and Event of Default
          will arise under the Credit Agreement 10 days after delivery of the August 2005
          Default Notices (“Credit Agreement Default Date”). 



                    
3.    
          The Borrower wishes to extend the Credit Agreement Default Date as a result of
          the delivery of the August 2005 Default Notices to August 31, 2005. 



                    
4.    
          The consent of the Majority Lenders is required to so extend the Credit
          Agreement Default Date. 



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



               
1.              Consent. With respect to the August 2005 Default Notices, the Lenders
          consent to the extension of the Credit Agreement Default Date to August 31,
          2005. 


               
2.    
          Conditions to Effectiveness of this Consent. This Consent 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 Consent duly executed and
          delivered by a duly authorized officer of each of the Borrower, each Guarantor
          and the Majority Lenders; and 



          










2 





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



          


               
3.    
          Consent Fee. The Borrower agrees to pay to the Agent for the account of
          each Lender which executes and delivers this Consent by 5:00 pm EST on August
          12, 2005 (each, an “Approving Lender”), a consent fee equal to
          .05% 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. 


               
4.    
          Representations and Warranties. The Borrower represents and warrants to
          each Lender that as of the Effective Date after giving effect to this Consent:
          (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. 


               
5.    
          Counterparts. This Consent may be executed by one or more of the parties
          to this Consent 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. 


               
6.    
          Continuing Effect; No Other Amendments. This Consent 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 Consent
          shall constitute a Credit Document. 


               
7.    
          GOVERNING LAW. THIS CONSENT 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. 



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3 





               
IN WITNESS WHEREOF, the parties hereto have caused this Consent 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: 	/s/ Carl J. Landeck  
	  	  	
 
	  	Name: 	Carl J. Landeck 
	  	Title: 	Senior Vice President  
	  	  	Chief Financial Officer  






	  	JPMORGAN CHASE BANK, N.A., individually and as
Agent 






	  	By: 	/s/ Barry Bergman  
	  	  	
 
	  	Name: 	Barry Bergman 
	  	Title: 	Managing Director 










4 



	  	Bally Total Fitness Holding Corporation Consent dated as

of August 9, 2005 to the Amended and Restated Credit

Agreement: 






	  	LASALLE BANK NATIONAL ASSOCIATION 




	  	By: 	/s/ Patrick R. Keller  
	  	  	
 
	  	Name: 	Patrick R. Keller 
	  	Title: 	First Vice President 






	  	ADAR INVESTMENT FUND LTD 


	  	By: 	ADAR Investment Management LLC,  
	  	  	Investment Manager  




	  	By: 	/s/ Aaron Morse  
	  	  	
 
	  	Name: 	Aaron Morse 
	  	Title: 	Chief Operating Officer 






	  	ANCHORAGE CROSSOVER CREDIT OFFSHORE
MASTER FUND, LTD. 




	  	By: 	/s/ Kevin Ulrich  
	  	  	
 
	  	Name: 	Kevin Ulrich 
	  	Title: 	Director 






	  	Sankaty Advisors, LLC as Collateral Manager for AVERY
POINT CLO, LTD. 




	  	By: 	/s/ Diane J. Exter  
	  	  	
 
	  	Name: 	Diane J. Exter 
	  	Title: 	Managing Director Portfolio 
	  	  	Manager  






	  	Sankaty Advisors, Inc. as Collateral Manager for BRANT

POINT CBO 1999-1 LTD. 




	  	By: 	/s/ Diane J. Exter  
	  	  	
 
	  	Name: 	Diane J. Exter 
	  	Title: 	Managing Director Portfolio 
	  	  	Manager  










5 



	  	Sankaty Advisors, LLC as Collateral Manager for BRANT

POINT II CBO 2000-1 LTD. 




	  	By: 	/s/ Diane J. Exter  
	  	  	
 
	  	Name: 	Diane J. Exter 
	  	Title: 	Managing Director Portfolio 
	  	  	Manager  






	  	Sankaty Advisors, LLC as Collateral Manager for

CASTLE HILL I INGOTS, LTD. 




	  	By: 	/s/ Diane J. Exter  
	  	  	
 
	  	Name: 	Diane J. Exter 
	  	Title: 	Managing Director Portfolio 
	  	  	Manager  






	  	Sankaty Advisors, LLC as Collateral Manager for CASTLE

HILL II INGOTS, LTD. 




	  	By: 	/s/ Diane J. Exter  
	  	  	
 
	  	Name: 	Diane J. Exter 
	  	Title: 	Managing Director Portfolio 
	  	  	Manager  






	  	HARBOUR TOWN FUND LLC 




	  	By: 	/s/ Cristina Higgins  
	  	  	
 
	  	Name: 	Cristina Higgins 
	  	Title: 	Assistant Vice President 






	  	Sankaty Advisors, LLC as Collateral Manager for LOAN

FUNDING XI LLC 




	  	By: 	s/ Diane J. Exter  
	  	  	
 
	  	Name: 	Diane J. Exter 
	  	Title: 	Managing Director Portfolio 
	  	  	Manager  






	  	Sankaty Advisors, LLC as Collateral Manager for RACE

POINT CLO, LIMITED 




	  	By: 	s/ Diane J. Exter  
	  	  	
 
	  	Name: 	Diane J. Exter 










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	  	Title: 	Managing Director Portfolio 
	  	  	Manager  






	  	Sankaty Advisors, LLC as Collateral Manager for RACE

POINT II CLO, LIMITED 




	  	By: 	/s/ Diane J. Exter  
	  	  	
 
	  	Name: 	Diane J. Exter 
	  	Title: 	Managing Director Portfolio 
	  	  	Manager  






	  	SANKATY HIGH YIELD PARTNERS III, L.P. 




	  	By: 	/s/ Diane J. Exter  
	  	  	
 
	  	Name: 	Diane J. Exter 
	  	Title: 	Managing Director Portfolio 
	  	  	Manager  






	  	BLACK DIAMOND OFFSHORE, LTD. 


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




	  	By: 	/s/ Clint D. Carlson  
	  	  	
 
	  	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: 	/s/ Clint D. Carlson  
	  	  	
 
	  	Name: 	Clint D. Carlson 
	  	Title: 	President 






	  	RED FOX FUNDING LLC 




	  	By: 	/s/ Cristina Higgins  
	  	  	
 
	  	Name: 	Cristina Higgins 
	  	Title: 	Assistant Vice President 






	  	CANYON CAPITAL CDO 2002-1, LTD 










7 



	  	By: 	/s/ R. Christian B. Evensen  
	  	  	
 
	  	Name: 	R. Christian B. Evensen 
	  	Title: 	Managing Director 




	  	By: Canyon Capital Advisors LLC,

a Delaware Limited Liability Company,

its Collateral Manager 






	  	CANYON CAPITAL CLO 2004-1, LTD 




	  	By: 	/s/ R. Christian B. Evensen  
	  	  	
 
	  	Name: 	R. Christian B. Evensen 
	  	Title: 	Managing Director 




	  	By: Canyon Capital Advisors LLC,

a Delaware Limited Liability Company,

its Collateral Manager 






	  	CITADEL HILL 2000 LTD 




	  	By: 	/s/ Brian Cerreta  
	  	  	
 
	  	Name: 	Brian Cerreta 
	  	Title: 	Authorized Signatory 






	  	CITADEL HILL 2004 LTD 




	  	By: 	/s/ Brian Cerreta  
	  	  	
 
	  	Name: 	Brian Cerreta 
	  	Title: 	Authorized Signatory 






	  	DEUTSCHE BANK TRUST COMPANY AMERICAS 




	  	By: 	/s/  Carin M. Keegan  
	  	  	
 
	  	Name: 	Carin M. Keegan 
	  	Title: 	Vice President 




	  	By: 	/s/  Lana Gifas  
	  	  	
 
	  	Name: 	Lana Gifas 
	  	Title: 	Vice President 






	  	HEALTH AND FITNESS TRUST 


	  	By: 	Wilmington Trust Cmpany not in its  










8 



	  	  	individual capacity, but solely as Owner

Trustee  




	  	By: 	/s/ Joseph B. Feil  
	  	  	
 
	  	Name: 	Joseph B. Feil 
	  	Title: 	Assistant Vice President 






	  	ALPHAGEN CREDIT FUND LIMITED 




	  	By: 	/s/ Varkki P. Chacko  
	  	  	
 
	  	Name: 	Varkki P. Chacko 
	  	Title: 	  






	  	General Electric Capital Corporation as administrator for,

MERRITT CLO HOLDING LLC 




	  	By: 	/s/ Robert Kadlick  
	  	  	
 
	  	Name: 	Robert Kadlick 
	  	Title: 	Duly Authorized Signatory 






	  	GENERAL ELECTRIC CAPITAL CORPORATION 




	  	By: 	/s/ Hittie C. Lee  
	  	  	
 
	  	Name: 	Hittie C. Lee 
	  	Title: 	Duly Authorized Signatory 






	  	HBK MASTER FUND L.P. 


	  	By: 	HBK Investment L.P., Investment Advisor  




	  	By: 	/s/ Jamiel A. Akhtar  
	  	  	
 
	  	Name: 	Jamiel A. Akhtar 
	  	Title: 	Authorized Signatory 






	  	LOAN FUNDING IV LLC 


	  	By: 	Highland Capital Management, L.P.,  
	  	  	        As Collateral Manager  
	  	By: 	Strand Advisors, Inc., Its General Partner  




	  	By: 	/s/ Chad Schramek  
	  	  	
 
	  	Name: 	Chad Schramek 
	  	Title: 	Assistant Treasurer 










9 



	  	LOAN FUNDING VII LLC 


	  	By: 	Highland Capital Management, L.P.,  
	  	  	        As Collateral Manager  
	  	By: 	Strand Advisors, Inc., Its General Partner  




	  	By: 	/s/ Chad Schramek  
	  	  	
 
	  	Name: 	Chad Schramek 
	  	Title: 	Assistant Treasurer 






	  	TRS LEDA LLC 




	  	By: 	/s/ Jay Hopkins  
	  	  	
 
	  	Name: 	Jay Hopkins 
	  	Title: 	Assistant Vice President 






	  	Q FUNDING III, L.P. 


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




	  	By: 	Robert McCormick   
	  	  	
 
	  	Name: 	Robert McCormick 
	  	Title: 	Vice President 






	  	SEMINOLE FUNDING LLC 




	  	By: 	/s/ Cristina Higgins  
	  	  	
 
	  	Name: 	Cristina Higgins 
	  	Title: 	Assistant Vice President 






	  	JEFFERSON-PILOT LIFE INSURANCE COMPANY 


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




	  	By: 	/s/ G. Wayne Hosang   
	  	  	
 
	  	Name: 	G. Wayne Hosang 
	  	Title: 	Vice President 




	  	By: 	/s/ Stephen Suo   
	  	  	
 
	  	Name: 	Stephen Suo 
	  	Title: 	Vice President 






	  	C-SQUARED CDO LTD. 


	  	By: 	TCW Advisors, Inc., as its Portfolio Manager  










10 



	  	By: 	/s/ G. Wayne Hosang   
	  	  	
 
	  	Name: 	G. Wayne Hosang 
	  	Title: 	Vice President 




	  	By: 	/s/ Stephen Suo   
	  	  	
 
	  	Name: 	Stephen Suo 
	  	Title: 	Vice President 






	  	CELERITY CLO LIMITED 


	  	By: 	TCW Advisors, Inc., as Agent  




	  	By: 	/s/ G. Wayne Hosang   
	  	  	
 
	  	Name: 	G. Wayne Hosang 
	  	Title: 	Vice President 




	  	By: 	/s/ Stephen Suo   
	  	  	
 
	  	Name: 	Stephen Suo 
	  	Title: 	Vice President 






	  	FIRST 2004-I CLO, LTD. 


	  	By: 	TCW Advisors, Inc., as its Collateral Manager  




	  	By: 	/s/ G. Wayne Hosang   
	  	  	
 
	  	Name: 	G. Wayne Hosang 
	  	Title: 	Vice President 




	  	By: 	/s/ Stephen Suo   
	  	  	
 
	  	Name: 	Stephen Suo 
	  	Title: 	Vice President 






	  	FIRST 2004-II CLO, LTD. 


	  	By: 	TCW Advisors, Inc., as its Collateral Manager  




	  	By: 	/s/ G. Wayne Hosang   
	  	  	
 
	  	Name: 	G. Wayne Hosang 
	  	Title: 	Vice President 




	  	By: 	/s/ Stephen Suo   
	  	  	
 
	  	Name: 	Stephen Suo 
	  	Title: 	Vice President 






	  	LOAN FUNDING I LLC

a wholly owned subsidiary of Citibank, N.A.

By: TCW Advisors, Inc., as portfolio manager of Loan 










11 



	  	Funding I LLC 




	  	By: 	/s/ G. Wayne Hosang   
	  	  	
 
	  	Name: 	G. Wayne Hosang 
	  	Title: 	Vice President 




	  	By: 	/s/ Stephen Suo   
	  	  	
 
	  	Name: 	Stephen Suo 
	  	Title: 	Vice President 






	  	TCW SELECT LOAN, LIMITED 


	  	By: 	TCW Advisors, Inc., as its Collateral Manager   




	  	By: 	/s/ G. Wayne Hosang   
	  	  	
 
	  	Name: 	G. Wayne Hosang 
	  	Title: 	Vice President 




	  	By: 	/s/ Stephen Suo   
	  	  	
 
	  	Name: 	Stephen Suo 
	  	Title: 	Vice President 






	  	TCW SENIOR SECURED LOAN FUND 


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




	  	By: 	/s/ G. Wayne Hosang   
	  	  	
 
	  	Name: 	G. Wayne Hosang 
	  	Title: 	Vice President 




	  	By: 	/s/ Stephen Suo   
	  	  	
 
	  	Name: 	Stephen Suo 
	  	Title: 	Vice President 






	  	VELOCITY CLO, LTD. 


	  	By: 	TCW Advisors, Inc., its Collateral Manager   




	  	By: 	/s/ G. Wayne Hosang   
	  	  	
 
	  	Name: 	G. Wayne Hosang 
	  	Title: 	Vice President 




	  	By: 	/s/ Stephen Suo   
	  	  	
 
	  	Name: 	Stephen Suo 
	  	Title: 	Vice President 






	  	U.S. BANK NATIONAL ASSOCIATION 










12 



	  	By: 	/s/ Joseph L. Svehla   
	  	  	
 
	  	Name: 	Joseph L. Svehla 
	  	Title: 	Vice President 






	  	WB LOAN FUNDING 2, LLC 




	  	By: 	/s/ Diana M. Himes   
	  	  	
 
	  	Name: 	Diana M. Himes 
	  	Title: 	Associate 






	  	WELLS FARGO FOOTHILL, LLC 




	  	By: 	/s/ Juan Barrera  
	  	  	
 
	  	Name: 	Juan Barrera 
	  	Title: 	Vice President 






	  	FOOTHILL INCOME TRUST LP 


	  	By: 	FIT GP, LLC, Its Gen Parner 




	  	By: 	/s/ Richard M. Bohannon 
	  	  	
 
	  	Name: 	Richard M. Bohannon 
	  	Title: 	Managing Member 










13 



	  	THE CONSENT IS

        ACKNOWLEDGED AND AGREED:






	  	BALLY’S FITNESS AND RACQUET CLUBS, INC.

BALLY FITNESS FRANCHISING, INC.

BALLY FRANCHISE RSC, INC.

BALLY FRANCHISING HOLDINGS, INC.

BALLY ESTATE II, LLC

REAL ESTATE III, LLC

REAL ESTATE IV, LLC

BALLY REFS WEST HARTFORD, LLC

BALLY TOTAL FITNESS CORPORATION

BALLY TOTAL FITNESS HOLDING CORPORATION

BALLY TOTAL FITNESS INTERNATIONAL, INC.

BALLY TOTAL FITNESS OF MISSOURI, INC.

BALLY TOTAL FITNESS OF TOLEDO, INC.

BFIT REHAB OF WEST PALM BEACH, INC.

CONNECTICUT COAST FITNESS CENTERS, INC.

CONNECTICUT VALLEY FITNESS CENTERS, INC.

GREATER PHILLY NO. 1 HOLDING COMPANY

GREATER PHILLY NO. 2 HOLDING COMPANY

HEALTH & TENNIS CORPORATION OF NEW

YORK

HOLIDAY HEALTH & FITNESS CENTERS OF NEW

   YORK, INC.

HOLIDAY HEALTH CLUBS AND FITNESS

        CENTERS, INC.

HOLIDAY HEALTH CLUBS OF THE SOUTHEAST,

        INC.

HOLIDAY HEALTH CLUBS OF THE EAST COAST,

        INC.

HOLIDAY/SOUTHEAST HOLDING CORP.

HOLIDAY SPA HEALTH CLUBS OF CALIFORNIA

HOLIDAY UNIVERSAL, INC.

JACK LALANNE FITNESS CENTERS, INC.

JACK LALANNE HOLDING CORP.

MANHATTAN SPORTS CLUB, INC.

NEW FITNESS HOLDING CO., INC.

NYCON HOLDING CO., INC.

PHYSICAL FITNESS CENTERS OF PHILADELPHIA,

        INC.

PROVIDENCE FITNESS CENTERS, INC.

RHODE ISLAND HOLDING COMPANY

SCANDINAVIAN HEALTH SPA, INC.

SCANDINAVIAN U.S. SWIM & FITNESS, INC.










14 



	  	TIDELANDS HOLIDAY HEALTH CLUBS, INC.

U.S. HEALTH, INC.

59TH STREET GYM LLC

708 GYM LLC

ACE, LLC

CRUNCH FITNESS INTERNATIONAL, INC.

CRUNCH L.A. LLC

CRUNCH WORLD LLC

FLAMBE LLC

MISSION IMPOSSIBLE, LLC

SOHO HO LLC

WEST VILLAGE GYM AT THE ARCHIVES LLC

BALLY TOTAL FITNESS FRANCHISING, INC.



	  	By: 	/s/ Carl J. Landeck 
	  	  	
 


	  	Name: 	Carl J. Landeck 
	  	Title: 	Senior Vice President 
	  	  	Chief Financial Officer