EXHIBIT 10.1 - 04/05/2005 FORM 8-K


EXHIBIT 10.1


CONFORMED COPY


FIRST AMENDMENT AND WAIVER

         
              
FIRST AMENDMENT AND WAIVER, dated as of March 31, 2005 (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.         Amendment to Section 1.01
of the Credit Agreement. (a) Section 1.01 of the Credit Agreement is hereby
amended by adding the following definition in proper alphabetical
order:


	 	          
“DOJ Investigation” shall mean investigations, requests for
information and related matters initiated by the Justice Department in
connection with the previously announced restatements of the Borrower’s
financial statements and related matters. 




	 	          
“First Amendment” shall mean the First Amendment and Waiver
dated as of March 31, 2005 to this Agreement. 




	 	          
“First Amendment Effective Date” shall mean the “Effective
Date”, as defined in the First Amendment, which date is March 31, 2005.



         
              
(b) The definition of “GAAP EBITDA” in Section 1.01 of the Credit
Agreement is hereby amended by (i) deleting the word “and” which
appears before clause (xi) and substituting therefor a comma, deleting the
period following clause (xi) and (ii) adding the following at the end
thereof:


	 	, (xii)
investigation and restructuring cash fees and expenses in connection with the
matters described in the Disclosure Letter, the DOJ Investigation and related
matters and cash fees and expenses in connection with matters relating to the
preparation and implementation of the revised business plan to be delivered
pursuant to Section 6.03(m) up to a maximum of (a) $5,000,000 incurred
during the 










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	 	fiscal year
ended December 31, 2004 and (b) $5,000,000 incurred during the fiscal year
ending December 31, 2005, (xiii) cash fines and settlement payments in
connection with the matters described in the Disclosure Letter, the DOJ
Investigation and related matters to the extent paid by and not reimbursed to
the Borrower or its Subsidiaries in such period from insurance proceeds or by
other third parties (it being agreed that if any such cash fine or settlement
payment shall be so reimbursed in a subsequent period, the amount of such
reimbursement shall be deducted at such time in calculating GAAP EBITDA) and
(xiv) a cumulative non-cash charge for the fiscal year of the Borrower ending on
December 31, 2004 in an aggregate amount not to exceed $5,000,000 relating to
adjustments of lease expense as a result of recalculating such lease expense on
a straight-line basis, provided, that the Borrower shall have delivered
to the Lenders in form and substance reasonably satisfactory to the Agent a
calculation of such non-cash charge certified by a responsible officer of the
Borrower as being complete and correct in all material respects.





         
              
2.         Amendment to Section 6.03
of the Credit Agreement. (a) Section 6.03 of the Credit Agreement is hereby
amended by deleting clause (d) and replacing it with the following:


	 	          
(d) not later than forty (40) days after the end of each fiscal month (other
than the last month in each fiscal quarter), Borrower’s unaudited
consolidated statements of income and cash flows for that portion of the fiscal
year ending with such month and its unaudited consolidated balance sheet as of
the last day of such fiscal month, certified by a responsible officer of
Borrower as being complete and correct in all material respects and fairly
presenting in all material respects its results of operations and cash flows and
financial condition and including a comparison to the same period (or date, in
the case of balance sheets) for the prior fiscal year;





         
              
(b) Section 6.03 of the Credit Agreement is hereby amended (i) by deleting the
word “and” which appears at the end of clause (j), (ii) deleting the
period at the end of clause (k) and substituting therefor a comma and (iii)
adding the following at the end thereof:


	 	          
(l) no later than the first Monday of each calendar month, beginning April 11,
2005, a forecast of the sources and uses of cash by the Borrower and its
Subsidiaries (including Unrestricted Subsidiaries) on a weekly basis for the
succeeding thirteen (13) calendar weeks, together with, commencing with the
forecast to be delivered on May 2, 2005, a report describing variances of
sources and uses from previously delivered forecasts, all in form and substance
reasonably satisfactory to the Agent and its financial advisor, if any;
and




	 	          
(m) no later than July 1, 2005, a revised business plan for the Borrower and its
Subsidiaries.





         
              
3.         Amendment to Section 7.06
of the Credit Agreement. Section 7.06 of the Credit Agreement is hereby
amended by deleting the table of permitted Capital Expenditures and replacing it
with the following:









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Fiscal Year	Permitted

Capital Expenditures	 


	 	
	 


	 	2004	$60,000,000	 


	 	
	 


	 	2005	$50,000,000	 


	 	
	 


	 	2006	$50,000,000	 


	 	
	 


	 	2007	$50,000,000	 


	 	
	 


	 	2008	$50,000,000	 


	 	
	 


	 	2009	$50,000,000	 


	 	
	 




         
              
4.         Amendment to Section
8.12. Section 8.12 of the Credit Agreement is hereby amended by deleting
such Section in its entirety and replacing it with the following:


	 	          
8.12 Class Actions/SEC Proceedings/DOJ Investigation. The Borrower and
its Subsidiaries shall pay or agree in writing to pay damages, penalties or
similar amounts in excess of $10,000,000 in the aggregate (other than from
insurance proceeds or from amounts otherwise reimbursed to the Borrower by third
parties to whom the Borrower and its Subsidiaries are not providing credit or
similar support) in connection with (i) the securities class action lawsuits
filed against the Borrower and related SEC investigations in connection with the
matters described in the Disclosure Letter, (ii) the DOJ Investigation or (iii)
other matters disclosed in the Disclosure Letter.



         
              
5.         Waivers; Acknowledgement.


         
              
(a) The Lenders waive any Default or Event of Default that has resulted or might
result from the occurrence of any of the following prior to the Effective Date
(as defined below): (i) failure by the Borrower to timely pay the fees and
expenses of counsel to the Agent in connection with the preparation of the
Credit Agreement; (ii) failure by the Borrower to execute and record leasehold
mortgages with respect to leasehold interests existing on the Closing Date by
the date required by Section 3.05(c) of the Credit Agreement; (iii) failure by
the Borrower to notify the Agent of any Event of Default described in clauses
(i), (ii), (iv) and (v) of this Section 5; (iv) failure of the Borrower to
deliver projections for 2005 on the date required by Section 6.03(f) of the
Credit Agreement; and (v) failure of the Borrower to deliver its unaudited
consolidated statement of income for the fiscal month of January 2005 on the
date required by Section 6.03(d) of the Credit Agreement.


         
              
(b) The Lenders acknowledge and agree that the Borrower’s compliance with
the requirements of Sections 6.12 and 6.14 of the Credit Agreement as of the
fiscal quarter of the Borrower ended December 31, 2004 shall be determined as if
the adjustments set forth in Section 1 of this Amendment were effective as of
December 31, 2004.


         
              
6.         CIT Subordination Agreement.
The Lenders authorize the Agent and the Collateral Agent to execute and deliver
a lien subordination agreement substantially in the form of Exhibit N to the
Credit Agreement with respect to various items of equipment (and proceeds
thereof) financed by The CIT Group/Equipment Financing, Inc. (“CIT”).
The Borrower represents that the amount of Indebtedness owed to CIT and its
affiliates which is secured by 









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such equipment is approximately $7,200,000 on the date hereof. The Lenders
acknowledge that pursuant to Section 10.13 of the Credit Agreement the Agent and
the Collateral Agent have the authority to enter into, and have entered into,
lien subordination agreements from time to time with respect to the
Collateral.


         
              
7.         Financial Advisor. The
Borrower acknowledges that the Lenders are considering retaining a financial
advisor in connection with the Borrower’s obligations under the Credit
Agreement. The Borrower agrees to pay the reasonable fees and expenses of such
financial advisor (including an upfront retainer) promptly following receipt of
an invoice (with backup detail supporting the invoiced amount, subject to
attorney-client privilege/work product considerations) from time to time. The
Lenders have advised the Borrower that they expect the scope of the financial
advisor’s work to be limited to review of the Borrower’s unaudited
2004 financial results and financial statements, review of the Borrower’s
unaudited financial results and financial statements for the first fiscal
quarter of 2005 and for the months of February, April and May 2005, review of
the Borrower’s restated financial statements for prior periods and a review
and analysis of the revised business plan of the Borrower to be delivered on or
prior to July 1, 2005. It is expected that such financial advisor’s work
will be completed on or about July 21, 2005.


         
              
8.         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;


         
              
(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; and 


         
              
(iii) the Borrower shall have delivered to the Agent a certificate demonstrating
in reasonable detail that the Borrower and the other Credit Parties have the
ability (a) under the 1997 Indenture and the 1998 Indenture to incur the
indebtedness and other Obligations under the Credit Documents and that the
Obligations constitute Senior Indebtedness (as defined in the 1997 Indenture and
the 1998 Indenture) and (b) under the Senior Unsecured Notes Indenture to incur
the indebtedness and other Obligations under the Credit Documents and to create
Liens on the Collateral therefor.


         
              
9.         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 pm EST on March 31, 2005, an
amendment fee equal to .25% of the sum of such Lender’s Term Advances and
Revolving Credit Commitments on the Effective Date, earned and payable on the
Effective Date.


         
              
10.         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 









5



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.


         
              
11.         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.


         
              
12.         Continuing Effect; No
Other Amendments. 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.


         
              
13.         Reimbursement of Legal
Fees. The Borrower agrees to pay the reasonable fees and preparation,
execution and delivery expenses of counsel to the Agent in connection with the
Credit Agreement and the preparation, execution and delivery of this Amendment
within ten (10) Business Days following receipt of an invoice thereof (together
with backup documentation supporting such reimbursement request, subject to
attorney-client privilege/work product considerations).


         
              
14.         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]








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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:	/s/ William Fanelli


	 	 	



	 	Name:

Title:	William Fanelli

Senior Vice President






	 	JPMORGAN CHASE BANK, N.A., individually

and as Agent






	 	By:	/s/ Barry K. Bergman


	 	 	



	 	Name:

Title:	Barry K. Bergman

Vice President












7


	 	Bally Total Fitness Holding Corporation First

Amendment and Waiver dated as of March 31,

2005 to the Amended and Restated Credit

Agreement






	 	ADAR INVESTMENT FUND LTD.

By: Adar Investment Management LLC,

Investment Manager




	 	By:	/s/ Abby Flamholz


	 	 	



	 	Name:

Title:	Abby Flamholz

Manager




	 	ANCHORAGE CROSSOVER CREDIT

OFFSHORE MASTER FUND, LTD.




	 	By:	/s/ Kevin Ulrich


	 	 	



	 	Name:

Title:	Kevin Ulrich

Director




	 	AVERY POINT CLO, LTD.

By: Sankaty Advisors, LLC

as Collateral Manager




	 	By:	/s/ Diane J. Exter


	 	 	



	 	Name:

Title:	Diane J. Exter

Managing Director

Portfolio Manager




	 	BRANT POINT CBO 1999-1 LTD.

By: Sankaty Advisors, Inc.

as Collateral Manager




	 	By:	/s/ Diane J. Exter


	 	 	



	 	Name:

Title:	Diane J. Exter

Managing Director

Portfolio Manager











7


	 	BRANT POINT II CBO 2000-1 LTD.

By: Sankaty Advisors, LLC

as Collateral Manager




	 	By:	/s/ Diane J. Exter


	 	 	



	 	Name:

Title:	Diane J. Exter

Managing Director

Portfolio Manager




	 	CASTLE HILL I INGOTS, LTD.

By: Sankaty Advisors, LLC

as Collateral Manager




	 	By:	/s/ Diane J. Exter


	 	 	



	 	Name:

Title:	Diane J. Exter

Managing Director

Portfolio Manager




	 	CASTLE HILL II INGOTS, LTD.

By: Sankaty Advisors, LLC

as Collateral Manager




	 	By:	/s/ Diane J. Exter


	 	 	



	 	Name:

Title:	Diane J. Exter

Managing Director

Portfolio Manager




	 	HARBOUR TOWN FUNDING LLC




	 	By:	/s/ Meredith J. Koslick


	 	 	



	 	Name:

Title:	Meredith J. Koslick

Assistant Vice President




	 	LOAN FUNDING XI LLC

By: Sankaty Advisors, LLC

as Collateral Manager




	 	By:	/s/ Diane J. Exter


	 	 	



	 	Name:

Title:	Diane J. Exter

Managing Director

Portfolio Manager











7


	 	RACE POINT CLO, LIMITED

By: Sankaty Advisors, LLC

as Collateral Manager




	 	By:	/s/ Diane J. Exter


	 	 	



	 	Name:

Title:	Diane J. Exter

Managing Director

Portfolio Manager




	 	RACE POINT II CLO, LIMITED

By: Sankaty Advisors, LLC

as Collateral Manager




	 	By:	/s/ Diane J. Exter


	 	 	



	 	Name:

Title:	Diane J. Exter

Managing Director

Portfolio Manager




	 	SANKATY HIGH YIELD PARTNERS III, L.P.




	 	By:	/s/ Diane J. Exter


	 	 	



	 	Name:

Title:	Diane J. Exter

Managing Director

Portfolio Manager




	 	BLACK DIAMOND OFFSHORE LTD.




	 	By:	/s/ Clint D. Carlson


	 	 	



	 	Name:

Title:	Clint D. Carlson

President of Asgard Investment

Corp., General Partner of Carlson

Capital, LP, Investment Adviser




	 	DOUBLE BLACK DIAMOND OFFSHORE LDC




	 	By:	/s/ Clint D. Carlson


	 	 	



	 	Name:

Title:	Clint D. Carlson

President of Asgard Investment

Corp., General Partner of Carlson

Capital, LP, Investment Adviser




	 	RED FOX FUNDING LLC




	 	By:	/s/ Meredith J. Koslick


	 	 	



	 	Name:

Title:	Meredith J. Koslick

Assistant Vice President











7


	 	CANYON CAPITAL CDO 2002-1 LTD.

By: Canyon Capital Advisors LLC,

a Delaware limited liability company,

its Collateral Manager




	 	By:	/s/ R. Christian B. Evansen


	 	 	



	 	Name:

Title:	R. Christian B. Evansen

Managing Director




	 	CANYON CAPITAL CLO 2004-1 LTD.

By: Canyon Capital Advisors LLC,

a Delaware limited liability company,

its Collateral Manager




	 	By:	/s/ R. Christian B. Evansen


	 	 	



	 	Name:

Title:	R. Christian B. Evansen

Managing Director




	 	CITADEL HILL 2000 LTD.




	 	By:	/s/ Pieter Van Schaick


	 	 	



	 	Name:

Title:	Pieter Van Schaick

Authorized Signatory




	 	CITADEL HILL 2004 LTD.




	 	By:	/s/ Pieter Van Schaick


	 	 	



	 	Name:

Title:	Pieter Van Schaick

Authorized Signatory




	 	DEUTSCHE BANK TRUST COMPANY

AMERICAS




	 	By:	/s/ Carin M. Keegan


	 	 	



	 	Name:

Title:	Carin M. Keegan

Vice President




	 	By:	/s/ Diane F. Rolfe


	 	 	



	 	Name:

Title:	Diane F. Rolfe

Vice President











7


	 	HEALTH AND FITNESS TRUST

BY: Wilimgton Trust Company, not in its

individual capacity, but solely as owner trustee

under the Trust Agreement dated October 15, 2004




	 	By:	/s/ Joseph B. Fell


	 	 	



	 	Name:

Title:	Joseph B. Fell

Assistant Vice President




	 	ALPHAGEN CREDIT FUND




	 	By:	/s/ Varkki P. Chacko


	 	 	



	 	Name:

Title:	Varkki P. Chacko

Portfolio Manager




	 	GENERAL ELECTRIC CAPITAL

CORPORATION




	 	By:	/s/ Brian P. Schwinn


	 	 	



	 	Name:

Title:	 Brian P. Schwinn

Duly Authorized Signatory




	 	HBK MASTER FUND L.P.

By: HBK Investment L.P., Investment Advisor




	 	By:	/s/ Kevin O'Neal


	 	 	



	 	Name:

Title:	Kevin O'Neal

Authorized Signatory




	 	LOAN FUNDING IV, LLC

By: Highland Capital Management, L.P.

As Portfolio Manager




	 	By:	/s/ David Lancelot


	 	 	



	 	Name:

Title:	David Lancelot

Treasurer

Highland Capital Management, L.P.




	 	LOAN FUNDING VII LLC

By: Highland Capital Management, L.P.

As Collateral Manager




	 	By:	/s/ David Lancelot


	 	 	



	 	Name:

Title:	David Lancelot

Treasurer

Highland Capital Management, L.P.











7


	 	LASALLE BANK NA




	 	By:	/s/ Aimee W. Daniels


	 	 	



	 	Name:

Title:	Aimee W. Daniels

Senior Vice President




	 	Q FUNDING III, L.P.

By: Prufrock Onshore, L.P., its General Partner

By: J. Alfred Onshore, LLC, its General Partner




	 	By:	/s/ Robert McCormick


	 	 	



	 	Name:

Title:	Robert McCormick

Vice President




	 	PRESIDENT & FELLOWS OF HARVARD

COLLEGE

By: Regiment Capital Management, LLC

as its Investment Advisor

By: Regiment Capital Advisors, LP

its Manager and pursuant to delegated authority




	 	By:	/s/ Timothy S. Peterson


	 	 	



	 	Name:

Title:	Timothy S. Peterson

President




	 	REGIMENT CAPITAL, LTD

By: Regiment Capital Management, LLC

as its Investment Advisor

By: Regiment Capital Advisors, LP

its Manager and pursuant to delegated authority




	 	By:	/s/ Timothy S. Peterson


	 	 	



	 	Name:

Title:	Timothy S. Peterson

President




	 	SALOMON BROTHERS ASSET

MANAGEMENT INC




	 	By:	/s/ Christoper C. Lipscombe


	 	 	



	 	Name:

Title:	Christoper C. Lipscombe

Director











7


	 	FIELD POINT I, LTD




	 	By:	/s/ Jeffrey A. Gelfand


	 	 	



	 	Name:

Title:	Jeffrey A. Gelfand

Authorized Signatory




	 	FIELD POINT II, LTD




	 	By:	/s/ Jeffrey A. Gelfand


	 	 	



	 	Name:

Title:	Jeffrey A. Gelfand

Authorized Signatory




	 	SEMINOLE FUNDING LLC




	 	By:	/s/ Meredith J. Koslick


	 	 	



	 	Name:

Title:	Meredith J. Koslick

Assistant Vice President




	 	CELERITY CLO LIMITED

By: TCW Advisors, Inc.,

As Agent




	 	By:	/s/ Mathew A. Miller


	 	 	



	 	Name:

Title:	Mathew A. Miller

Managing Director




	 	By:	/s/ Jonathan R. Insull


	 	 	



	 	Name:

Title:	Jonathan R. Insull

Managing Director




	 	C-SQUARED CDO LTD.

By: TCW Advisors, Inc.,

as its Portfolio Manager




	 	By:	/s/ Jonathan R. Insull


	 	 	



	 	Name:

Title:	Jonathan R. Insull

Managing Director




	 	FIRST 2004-I CLO, LTD.

By: TCW Advisors, Inc.,

its Collateral Manager




	 	By:	/s/ Matthew A. Miller


	 	 	



	 	Name:

Title:	Matthew A. Miller

Managing Director











7


	 	By:	/s/ Jonathan R. Insull


	 	 	



	 	Name:

Title:	Jonathan R. Insull

Managing Director




	 	FIRST 2004-II CLO, LTD

By: TCW Advisors, Inc.,

its Collateral Manager




	 	By:	/s/ Matthew A. Miller


	 	 	



	 	Name:

Title:	Matthew A. Miller

Managing Director




	 	By:	/s/ Jonathan R. Insull


	 	 	



	 	Name:

Title:	Jonathan R. Insull

Managing Director




	 	JEFFERSON-PILOT LIFE INSURANCE

COMPANY

By: TCW Advisors, Inc.,

as its Investment Advisor




	 	By:	/s/ Matthew A. Miller


	 	 	



	 	Name:

Title:	Matthew A. Miller

Managing Director




	 	By:	/s/ Jonathan R. Insull


	 	 	



	 	Name:

Title:	Jonathan R. Insull

Managing Director




	 	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:	/s/ Matthew A. Miller


	 	 	



	 	Name:

Title:	Matthew A. Miller

Managing Director




	 	By:	/s/ Jonathan R. Insull


	 	 	



	 	Name:

Title:	Jonathan R. Insull

Managing Director











7


	 	TCW SELECT LOAN FUND, LIMITED

By: TCW Advisors, Inc.

as its Collateral Manager




	 	By:	/s/ Matthew A. Miller


	 	 	



	 	Name:

Title:	Matthew A. Miller

Managing Director




	 	By:	/s/ Jonathan R. Insull


	 	 	



	 	Name:

Title:	Jonathan R. Insull

Managing Director




	 	TCW SENIOR SECURED LOAN FUND

By: TCW Advisors, Inc.

as its Investment Advisor




	 	By:	/s/ Matthew A. Miller


	 	 	



	 	Name:

Title:	Matthew A. Miller

Managing Director




	 	By:	/s/ Jonathan R. Insull


	 	 	



	 	Name:

Title:	Jonathan R. Insull

Managing Director




	 	VELOCITY CLO, LTD.

By: TCW Advisors, Inc.

its Collateral Manager




	 	By:	/s/ Matthew A. Miller


	 	 	



	 	Name:

Title:	Matthew A. Miller

Managing Director




	 	By:	/s/ Jonathan R. Insull


	 	 	



	 	Name:

Title:	Jonathan R. Insull

Managing Director




	 	U.S. BANK NATIONAL ASSOCIATION




	 	By:	/s/ Joseph L. Svehla


	 	 	



	 	Name:

Title:	Joseph L. Svehla

Vice President











7


	 	WB LOAN FUNDING 2, LLC




	 	By:	/s/ Diana M. Himes


	 	 	



	 	Name:

Title:	Diana M. Himes

Associate






	 	FOOTHILL INCOME TRUST, L.P.

By FIT GP, LLC, Its Gen Partner 




	 	By:	/s/ Richard M. Bohannon


	 	 	



	 	Name:

Title:	Richard M. Bohannon

Managing Member




	 	WELLS FARGO FOOTHILL, LLC




	 	By:	/s/ Juan Barrera


	 	 	



	 	Name:

Title:	Juan Barrera

Vice President











8



	 	THE FIRST AMENDMENT 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.










9



	 	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






	 	By:	/s/ William Fanelli


	 	 	



	 	Name:

Title:	William Fanelli

Senior Vice President

for each of the Guarantors listed above