EXHIBIT 4.2 - 12/09/2004 FORM 8-K


EXHIBIT 4.2




SUPPLEMENTAL
INDENTURE


          
SUPPLEMENTAL INDENTURE, dated as of December 7, 2004, among Bally Total Fitness
Holding Corporation, a Delaware corporation (the “Company”),
and U.S. Bank National Association, as trustee (the “Trustee”).


          
WHEREAS, the Company has duly issued its 10-1/2% Senior Notes due 2011 in the
aggregate principal amount of $235,000,000 (the “Notes”)
pursuant to an Indenture dated as of July 2, 2003, among the Company, the
Guarantors named therein and the Trustee (the “Indenture”), and
the Notes are outstanding on the date hereof; 


          
WHEREAS, the Company solicited, and has received, consents (the “Consent
Solicitation”) upon the terms and subject to the conditions set forth
in the Company’s Consent Solicitation Statement dated November 15, 2004 and
the accompanying Letter of Consent, from Holders (as defined in the Indenture)
representing at least a majority in aggregate principal amount of the
outstanding Notes to certain waivers of Defaults (as defined in the Indenture)
and amendments to the Indenture described therein; 


          
WHEREAS, pursuant to the Consent Solicitation and Sections 5.13 and 10.20 of the
Indenture, Holders representing at least a majority in aggregate principal
amount of the outstanding Notes have waived certain Defaults under and
prospective compliance with Sections 7.4, 10.17 and 10.19(b) of the Indenture
through the Waiver Expiration Date (as defined below); 


          
WHEREAS, Section 9.02 of the Indenture provides that, with the consent of the
Holders of at least a majority in aggregate principal amount of the outstanding
Notes, the Company and the Trustee may enter into an indenture supplemental to
the Indenture for the purpose of amending, modifying or changing the Indenture
or the Notes; 


          
WHEREAS, to waive compliance with Section 7.4 of the Indenture through the
Waiver Expiration Date, the Indenture requires the Company and the Trustee to
enter into an indenture supplemental to the Indenture in accordance with Section
9.02 of the Indenture; and 


          
WHEREAS, Section 9.04 of the Indenture provides that a supplemental indenture
becomes effective in accordance with its terms and thereafter binds every
Holder; 


          
NOW, THEREFORE, the parties hereto agree as follows:


SECTION 1.
  DEFINITIONS.


          
Capitalized terms not defined herein shall have the meanings given to such terms
in the Indenture. 


SECTION 2.
  AMENDMENT TO SECTION 1.1.


          
The following defined terms are hereby inserted into Section 1.1 of the
Indenture in their respective correct alphabetical order: 


	 	          
“‘Additional Consent Fee’ means a payment in cash to
Consenting Holders equal to $2.50 per $1,000 in principal amount of Notes with
respect to which consents were received and not revoked in accordance with the
terms of the Company’s Consent Solicitation Statement dated November 15,
2004 and the related Letter of Consent.” 





	 	          
“‘Consenting Holders’ means the Persons in whose names
Notes were registered in the Note Register on November 18, 2004 from whom
properly executed, unrevoked Letters of Consent were received on or prior to
December 7, 2004 in accordance with the terms of the Company’s Consent










	 	Solicitation
Statement dated November 15, 2004 and the related Letter of Consent.”






	 	          
“‘Waiver Expiration Date’ means (i) May 31, 2005, if the
Company does not pay an Additional Consent Fee on or before June 3, 2005, (ii)
June 30, 2005, if the Company pays the first Additional Consent Fee on or before
June 3, 2005 and does not pay an Additional Consent Fee on or before July 6,
2005 or (iii) July 31, 2005, if the Company pays the first Additional Consent
Fee on or before June 3, 2005 and pays the second Additional Consent Fee on or
before July 6, 2005.” 





SECTION 3.
  AMENDMENT TO SECTION 7.4.


          
Section 7.4 of the Indenture is hereby amended by inserting the following
sentence at the end of such Section as a new paragraph: 


	 	          
“Notwithstanding any of the foregoing, the Company shall not be required to
comply with this Section 7.4 during the period beginning on December 7, 2004 and
ending at 5:00 p.m., New York City time, on the Waiver Expiration Date.”





SECTION 4.
  MISCELLANEOUS.


          
Section 4.1.   New York Law to Govern. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
(WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF). 


          
Section 4.2.   Counterparts. This Supplemental Indenture may be executed in
any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.


          
Section 4.3.   Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof. 


          
Section 4.4.   Trustee Disclaimer. The Trustee has accepted the amendment
of the Indenture effected by this Supplemental Indenture and agrees to execute
the trust created by the Indenture as hereby amended, but only upon the terms
and conditions set forth in the Indenture, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, and,
without limiting the generality of the foregoing, the Trustee shall not be
responsible in any manner whatsoever for or with respect to any of the recitals
or statements contained herein, all of which recitals or statements are made
solely by the Company, or for or with respect to (a) the validity or sufficiency
of this Supplemental Indenture or any of the terms or provisions hereof, (b) the
proper authorization hereof by the Company by corporate action or otherwise, (c)
the due execution hereof by the Company, (d) the consequences (direct or
indirect and whether deliberate or inadvertent) of any amendment herein provided
for, and the Trustee makes no representation with respect to any such matters
and (e) the validity or sufficiency of the solicitation or the consent
solicitation materials or procedure in connection therewith. 


[Signatures on following page]









          
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
to be duly executed and attested, all as of the date first written above.


 	  	BALLY TOTAL FITNESS HOLDING CORPORATION




	  	By:	/s/          William G. Fanelli


	  	  	



	  	Name:	William G. Fanelli
	  	Title:	Acting Chief Financial Officer and

Senior Vice President, Finance






	  	U.S. BANK NATIONAL ASSOCIATION, as Trustee




	  	By:	/s/          Patricia J. Kapsch


	  	  	



	  	Name:	Patricia J. Kapsch
	  	Title:	Assistant Vice President