8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2007

BALLY TOTAL FITNESS HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-13997	36-3228107
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

8700 West Bryn Mawr Avenue, Chicago, Illinois	60631
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (773) 380-3000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

BALLY TOTAL FITNESS HOLDING CORPORATION
FORM 8-K
Current Report

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

     Effective June 5, 2007, the Board of Directors of Bally Total Fitness Holding Corporation (“Bally” or the “Company”) appointed Michael A. Feder to serve as Chief Operating Officer of the Company. Mr. Feder will be responsible for oversight and management of the Company’s operations. Mr. Feder succeeds former Chief Operating Officer John H. Wildman, who will remain with the Company as Senior Vice President, Sales and Interim Chief Marketing Officer.

     On June 5, 2007, the Company entered into an Agreement for Interim Management and Restructuring Services (the “APS Agreement”) with AP Services, LLC (“APS”), an affiliate of AlixPartners, LLP (“AlixPartners”), pursuant to which Mr. Feder will serve as the Company’s Chief Operating Officer. A copy of the APS Agreement is attached as Exhibit 10.1 hereto and incorporated herein by reference. The APS Agreement provides that the Company will compensate APS on account of Mr. Feder’s services at an hourly rate and will reimburse APS for Mr. Feder’s reasonable expenses incurred in connection with his services to the Company.

     Mr. Feder, age 60, is a Managing Director of AlixPartners, a financial advisory firm specializing in business performance improvement and corporate restructuring initiatives. Mr. Feder is also a Managing Director of APS. For the last 21 years, Mr. Feder has been a consultant specializing in providing operational and financial services to companies in connection with their restructuring initiatives. In his capacity as a consultant, Mr. Feder has served in a variety of senior leadership positions with both public and private companies. Since November 2005, Mr. Feder has served as an advisor to Calpine Corporation. From June 2005 to October 2005, Mr. Feder served as the interim Chief Executive Officer of InteliStaf, a privately held company in the nurse-staffing industry. From January 2004 to May 2005, Mr. Feder served as the Chief Restructuring Officer of Avado Brands, Inc., a casual dining restaurant operator. From September 2002 to January 2004, Mr. Feder served as the Chief Restructuring Officer of DIRECTV — Latin America. From 1986 to 1998, Mr. Feder was a principal of Stratford Partners, Inc., a financial consulting firm serving financially-troubled companies. Prior to serving as a consultant, Mr. Feder spent 16 years working within three Fortune 500 companies in management disciplines, including financial and business planning, mergers and acquisitions and business development and operations. Mr. Feder holds the designation of Certified Turnaround Professional, which is awarded by the Association of Certified Turnaround Professionals, of which Mr. Feder serves as a member of the Board of Directors.

     Mr. Feder was not selected pursuant to any arrangement or understanding between him and any other person. There are no family relationships between Mr. Feder and any of the Company’s other directors or executive officers. There have been no related party transactions between the Company and Mr. Feder reportable under Item 404(a) of Regulation S-K.

     Former Chief Marketing Officer James A. McDonald will separate from the Company effective June 29, 2007. The terms of Mr. McDonald’s separation are being finalized.

Item 8.01 Other Events

     On June 6, 2007, the Company issued a press release (the “Press Release”) announcing the foregoing management changes. A copy of the Press Release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
10.1	Agreement for Interim Management and Restructuring Services dated June 5, 2007 between AP Services, LLC and the Company.
99.1	Press Release dated June 6, 2007.

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	BALLY TOTAL FITNESS HOLDING CORPORATION
	Registrant
Dated: June 11, 2007	/s/ Marc D. Bassewitz
	Marc D. Bassewitz
	Senior Vice President, Secretary and General Counsel

EX-10.1

Exhibit 10.1

Chicago     Dallas     Detroit     New York     San Francisco

June 5, 2007

Mr. Don Kornstein
Bally Total Fitness Holding Corporation
8700 Bryn Mawr Avenue
Chicago, IL 60631

Re: Agreement for Interim Management and Restructuring Services

Dear Don:

This letter, together with the attached Schedule(s), Exhibit and General Terms and Conditions, sets forth the agreement (“Agreement”) between AP Services, LLC, a Michigan limited liability company (“APS”), and Bally Total Fitness Holding Corporation (the “Company”), for the engagement of APS to provide certain temporary employees to the Company to assist it in its restructuring as described below.

All defined terms shall have the meanings ascribed to them in this letter and in the attached Schedule(s), Exhibit and General Terms and Conditions.

Generally, the engagement of APS, including any APS employees who serve in Executive Officer positions, shall be under the supervision of the Board of Directors of the Company and the direct supervision of its Chief Restructuring Officer.

Objective and Tasks

APS will provide Michael Feder to serve as the Company’s Interim Chief Operating Officer (“Interim COO”), reporting to the Company’s Chairman of the Board. Working collaboratively with the senior management team, the Board of Directors and other Company professionals, Michael Feder will assist the Company in evaluating and implementing strategic and tactical options through the restructuring process. In addition to the ordinary course duties of Interim COO, the Temporary Staff (as defined below) roles will include working with the Company and its team to do the following:

• Provide oversight to and manage the Company’s business operations

• Provide leadership to the financial function including, without limitation, assisting the Company in strengthening the core competencies in the finance organization, particularly planning, general accounting and financial reporting information management.

2000 Town Center — Suite 2400 — Southfield, MI — 48075 — 248.358.4420 — 248.358.1969 fax — www.alixpartners.com

Mr. Don Kornstein
June 5, 2007
Page 2

• Assist in developing and implementing cash management strategies, tactics and processes.

• Assist in overseeing and driving financial performance in conformity with the Company’s business plan.

• Assist management with the development of the Company’s revised business plan, and such other related forecasts as may be required by the bank lenders or other creditors in connection with negotiations or by the Company for other corporate purposes.

• Assist with such other matters as may be requested that fall within APS’ expertise and that are mutually agreeable.

Any of the above duties and/or terms of this agreement may be required to be modified if the Company enters into a voluntary or involuntary Chapter 11 bankruptcy proceeding.

Staffing

APS will provide the Company with the individuals set forth on Exhibit A (“Temporary Staff”), subject to the terms and conditions of this Agreement, with the titles, pay rates and other descriptions set forth therein.

The Temporary Staff may be assisted by or replaced by other professionals at various levels, as required, who shall also become Temporary Staff. APS will keep the Company informed as to APS’ staffing and will not add additional Temporary Staff to the assignment without first consulting with the Company to obtain the Company’s written concurrence that such additional resources are required and do not duplicate the activities of other employees or professionals.

Timing, Fees and Retainer

APS will commence this engagement on or about June 5, 2007 after receipt of a copy of the Agreement executed by the Company accompanied by the Retainer, as set forth on Schedule 1.

The Company shall compensate APS for its services, and reimburse APS for reasonable expenses, as set forth on Schedule 1.

* * *

Mr. Don Kornstein
June 5, 2007
Page 3

In the event the Company seeks protection under the U.S. Bankruptcy Code, the Company will, subject to the applicable fiduciary duties of its directors and officers, promptly apply to the Bankruptcy Court to obtain approval of APS’ retention and Retainer nunc pro tunc to the date of the filing.

The terms and conditions set out in the attached Schedule(s), Exhibit and the General Terms and Conditions form part of the Agreement and are incorporated by reference herein.

If these terms meet with your approval and are approved by the Board of Directors of the Company, please sign and return the enclosed copy of the Agreement and wire transfer the amount to establish the Retainer.

We look forward to working with you.

Sincerely yours,

AP Services, LLC

/s/ Michael A. Feder

Michael A. Feder
Managing Director

Acknowledged and Agreed to:

BALLY TOTAL FITNESS HOLDING CORPORATION
By:	/s/ Don R. Kornstein
Its:	Interim Chairman and Chief Restructuring Officer
Dated:	June 5, 2007

AP Services, LLC
Employment by Bally Total Fitness Holding Corporation

Exhibit A

Temporary Staff
Individuals with Executive Officer Positions

				Commitment
Name	Description	Hourly Rate		Full1 or Part Time
Michael A. Feder	Interim COO	$	725	Full

Additional Temporary Staff

				Commitment
Name	Description	Hourly Rate		Full1 or Part2Time
Thomas Osmun	TBD	$	565	Full
TBD

The parties agree that Exhibit A can be amended by APS from time to time, with the written consent of the Company, to add or delete staff, and the Monthly Staffing Reports shall be treated by the parties as such amendments.

1	Full time is defined as substantially full time.
2	Part time is defined as approximately 2-3 days per week, with some weeks more or less depending on the needs and issues facing the Company at that time.

Schedule 1

Fees and Expenses

1. Fees: APS’ fees will be based on the hours worked by APS personnel at APS’ hourly rates, which are:

Managing Directors	$	600-750
Directors	$	440-575
Vice Presidents	$	325-450
Associates	$	260-315

APS reviews and revises its billing rates on January 1 of each year.

2.

Success Fee: In addition to hourly fees, subject to the agreement outlined below, APS is normally compensated for the achievement of defined objectives by the payment of a Success Fee. The Company understands and acknowledges that the opportunity to earn a Success Fee is an integral part of APS’ compensation for its engagements.

Because of the nature of this engagement, it is unclear at this time precisely how to define important elements of the Success Fee criteria. Therefore, APS and the Company mutually agree that after the end of the sixth week of the engagement, APS and the Company will attempt to develop a definition of success and agreed-upon Success Fee calculation methodology; provided, however, that nothing contained in this Agreement shall obligate the Company to pay a Success Fee unless the Company agrees to a Success Fee calculation methodology and the Success Fee becomes due in accordance with such methodology.

3. Expenses: In addition to the fees set forth herein, the Company shall pay directly, or reimburse APS upon receipt of periodic billings, for all reasonable out-of-pocket expenses incurred in connection with this assignment, such as travel, lodging, postage and a communications charge of $4.00 per billable hour to cover telephone and facsimile charges.

4. Retainer: The Company shall pay APS a retainer of $100,000 to be applied against Fees and Expenses as set forth in this Schedule and in accordance with Section 2 of the attached General Terms and Conditions.

Schedule 2

Disclosures

APS has performed a review of this engagement by its conflicts check system to determine whether it has had or has any relationships with the Company. Based on this search, APS knows of no fact or situation that would represent a conflict of interest for APS with regard to the Company.

This Schedule 2 may be updated by APS from time to time to disclose additional connections or relationships between APS and the interested parties.

AP Services, LLC

General Terms and Conditions

These General Terms and Conditions (“Terms”) are incorporated into the letter agreement (“Agreement”) between the Company and APS to which these Terms are attached. In case of conflict between the wording in the letter agreement and these General Terms and Conditions, the wording of the letter agreement shall prevail.

Section 1. Company Responsibilities

The Company will undertake responsibilities as set forth below:

1.	Provide reliable and accurate detailed information, materials, documentation and
2.	Make decisions and take future actions, as the Company determines in its sole discretion, on any recommendations made by APS in connection with this Agreement.

APS’ delivery of the services and the fees charged are dependent on (i) the Company’s timely and effective completion of its responsibilities; and (ii) timely decisions and approvals made by the Company’s management. The Company shall be responsible for any delays, additional costs or other deficiencies caused by not completing its responsibilities.

Section 2. Retainer, Billing and Payments

Retainer and Billing. APS will submit semi-monthly invoices for services rendered and expenses incurred and will offset such invoices against the Retainer. Payment will be due upon receipt of the invoices to replenish the Retainer to the agreed-upon amount. Any unearned portion of the Retainer will be returned to the Company at the termination of the engagement.

Payments. All payments to be made by the Company to APS shall be payable upon receipt of invoice via wire transfer to APS’ bank account, as follows:

Receiving Bank:	Comerica Bank
	ABA #072000096
Receiving Account:	AP Services, LLC
	A/C #1851-765410

Section 3. Relationship of the Parties

The parties intend that an independent contractor relationship will be created by the Agreement. As an independent contractor, APS will have complete and exclusive charge of the management and operation of its business, including hiring and paying the wages and other compensation of all its employees and agents, and paying all bills, expenses and other charges incurred or payable with respect to the operation of its business. Of course, neither the Temporary Staff nor APS will be entitled to receive from the Company any vacation pay, sick leave, retirement, pension or social security benefits, workers’ compensation, disability, unemployment insurance benefits or any other employee benefits. APS will be responsible for all employment, withholding, income and other taxes incurred in connection with the operation and conduct of its business.

The Company shall not solicit, recruit or hire any employees or agents of APS for a period of two years subsequent to the expiration or termination of the Agreement without the consent of APS.

Section 4. Confidentiality

APS shall keep confidential all non-public confidential or proprietary information obtained from the Company during the performance of its services hereunder (the “Information”), and neither APS nor the Temporary Staff will disclose any Information to any other person or entity. “Information” includes non-public confidential and proprietary data, plans, reports, schedules, drawings, accounts, records, calculations, specifications, flow sheets, computer programs, source or object codes, results, models or any work product relating to the

business of the Company, its subsidiaries, distributors, affiliates, vendors, customers, employees, contractors and consultants.

The foregoing is not intended to prohibit, nor shall it be construed as prohibiting, APS or the Temporary Staff from disclosure pursuant to a valid subpoena or court order, but neither APS nor the Temporary Staff shall encourage, suggest, invite or request, or assist in securing, any such subpoena or court order; and the Temporary Staff shall promptly give notice of any such subpoena or court order by fax transmission to the Company. Consistent with securities laws or advice of counsel, APS and the Temporary Staff may make reasonable disclosures of Information to third parties in connection with the performance of APS’ obligations and assignments hereunder. In addition, APS will have the right to disclose to others in the normal course of business its involvement with the Company.

The Company acknowledges that all information (written or oral), including advice and Work Product (as defined in Section 5), generated by APS and the Temporary Staff in connection with this engagement is intended solely for the benefit and use of the Company (limited to its management and its Board of Directors) in connection with the transactions to which it relates. The Company agrees that no such information shall be used for any other purpose or reproduced, disseminated, quoted or referred to with attribution to APS at any time in any manner or for any purpose without APS’ prior approval except as required by law.

Section 5. Intellectual Property

All methodologies, processes, techniques, ideas, concepts, know-how, procedures, software, tools, writings and other intellectual property that APS has created, acquired or developed prior to the date of this Agreement are, and shall remain, the sole and exclusive property of APS, and the Company shall not acquire any interest therein. APS shall be free to use all methodologies, processes, techniques, ideas, concepts, know-how, procedures, software, tools, writings and other intellectual property that APS may create or develop in connection with this engagement, subject to its duty of confidentiality to the extent that the same contain information or materials furnished to APS by the Company that constitute Information referred to in Section 4 above. Except as provided above, all information, reports, materials, software and other work product that APS creates or develops specifically for the Company as part of this engagement (collectively known as “Work Product”) shall be owned by the Company and shall constitute Information referred to in Section 4 above. APS may retain copies of the Work Product subject to its obligations under Section 4 above.

Section 6. Framework of the Engagement

The Company acknowledges that it is retaining APS to provide the Temporary Staff solely to assist and advise the Company as described in the Agreement. This engagement shall not constitute an audit, review or compilation, or any other type of financial statement reporting engagement.

Section 7. Indemnification and Other Matters

Except as may be caused by APS’ gross negligence or willful misconduct, the Company shall indemnify, hold harmless and defend APS and its affiliates and its and their directors, officers, employees, Temporary Staff and agents (collectively, the “indemnitees”) from and against all claims, liabilities, losses, expenses and damages to the extent of the most favorable indemnities provided by the Company to any of its directors or officers, provided, however, that to the extent

AP Services, LLC

General Terms and Conditions

any matter for which indemnification is called for hereunder arises while the Company is under the protection of the Bankruptcy Code, indemnification of APS personnel who are not directors or officers of the Company shall be subject to the approval of the Board of Directors of the Company. The Company shall pay damages and expenses as incurred, including reasonable legal fees and disbursements of counsel and the costs of APS’ professional time (APS’ professional time will be reimbursed at APS’ rates in effect when such future time is required), relating to or arising out of the engagement, including any legal proceeding in which an indemnitee may be required or agree to participate but in which it is not a party. The indemnitees may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of the matters to which this indemnification agreement relates.

The Company shall use its best efforts to specifically include and cover, as a benefit for their protection, Temporary Staff serving as directors or officers of the Company or affiliates from time to time with a minimum of $10 million of direct coverage as named insureds under the Company’s policy for directors’ and officers’ (“D&O”) insurance. The Company will maintain such D&O insurance coverage for the period through which claims can be made against such persons. Subject to reimbursement of reasonable defense costs as may be caused by APS’ gross negligence, willful misconduct or illegal acts, the Company disclaims a right to distribution from the D&O insurance coverage with respect to such persons. In the event that the Company is unable to include Temporary Staff under the Company’s policy, APS may, at its option, attempt to purchase a separate D&O policy that will cover the Temporary Staff only. The cost of same shall be invoiced to the Company as an out-of-pocket cash expense. If APS is unable to purchase such D&O insurance, then APS reserves the right to terminate the Agreement.

APS is not responsible for any third-party products or services. The Company’s sole and exclusive rights and remedies with respect to any third party products or services are against the third-party vendor and not against APS, whether or not APS is instrumental in procuring the third-party product or service.

APS shall not be liable to the Company except for actual damages resulting from bad faith, self-dealing or intentional misconduct.

Section 8. Governing Law

The Agreement is governed by and shall be construed in accordance with the laws of the State of Illinois with respect to contracts made and to be performed entirely therein and without regard to choice of law or principles thereof.

Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by arbitration. Each party shall appoint one non-neutral arbitrator. The two party arbitrators shall select a third arbitrator. If within 30 days after their appointment the two party arbitrators do not select a third arbitrator, the third arbitrator shall be selected by the American Arbitration Association (AAA). The arbitration shall be conducted in Chicago, Illinois under the AAA’s Commercial Arbitration Rules, and the arbitrators shall issue a reasoned award. The arbitrators may award costs and attorneys’ fees to the prevailing party. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. However, in the event the Company is under the protection of the Bankruptcy Code, the arbitration provisions shall apply only to the extent that the Bankruptcy Court, or the U.S. District Court if the reference is withdrawn, does not retain jurisdiction over a controversy or claim.

Section 9. Termination and Survival

The Agreement may be terminated at any time by written notice by one party to the other; provided, however, that notwithstanding such

termination APS will be entitled to any fees and expenses earned and due under the provisions of the Agreement, including Success Fee and Break Fee in accordance with Schedule 1. Such payment obligation shall inure to the benefit of any successor or assignee of APS.

Additionally, unless the Agreement is terminated by the Company for Cause (as defined below) or due to circumstances described in the Success Fee provision in the Agreement, APS shall remain entitled to the Success Fee(s) that otherwise would be payable for the greater of 12 months from the date of termination or the period of time that that has elapsed from the date of the Agreement to the date of termination. Cause shall mean:

(a) a Temporary Staff member acting on behalf of the Company is convicted of a felony, or

(b) it is determined in good faith by the Board of Directors of the Company after 30 days notice and opportunity to cure, that either (i) a Temporary Staff member is engaging in misconduct injurious to the Company, or (ii) a Temporary Staff member is breaching any of his or her material obligations under this Agreement, or (iii) a Temporary Staff member is willfully disobeying a lawful direction of the Board of Directors or senior management of the Company.

Sections 2, 4, 5, 7, 8, 9 and 10 of these Terms, the provisions of Schedule 2 and the obligation to pay accrued fees and expenses shall survive the expiration or termination of the Agreement.

Section 10. General

Severability. If any portion of the Agreement shall be determined to be invalid or unenforceable, the remainder shall be valid and enforceable to the maximum extent possible.

Entire Agreement. These Terms, the letter agreement into which they are incorporated and the Schedule(s) and Exhibit to such letter agreement contain the entire understanding of the parties relating to the services to be rendered by APS and the Temporary Staff and may not be amended or modified in any respect except in a writing signed by the parties. APS is not responsible for performing any services not specifically described herein or in a subsequent writing signed by the parties. If there is a conflict between these Terms and the balance of the Agreement, these Terms shall govern.

Joint and Several. If more than one company signs this Agreement, the liability of each Company shall be joint and several.

Notices. All notices required or permitted to be delivered under the Agreement shall be sent, if to APS, to:

AP Services, LLC
2000 Town Center, Suite 2400
Southfield, MI 48075
Attention: General Counsel

and if to the Company, to the address set forth in the Agreement, to the attention of the Company’s General Counsel, or to such other name or address as may be given in writing to the other party. All notices under the Agreement shall be sufficient if delivered by facsimile or overnight mail. Any notice shall be deemed to be given only upon actual receipt.

EX-99.1

Exhibit 99.1

Bally Retains Restructuring Veteran Michael Feder as Chief Operating Officer

John Wildman Assumes Post of Interim CMO and SVP, Sales

     CHICAGO, June 6, 2007 — Bally Total Fitness Holding Corporation (Pink Sheets: BFTH.PK) today announced that Michael Feder has joined the Company as Chief Operating Officer and will assume broad leadership responsibilities for all operations. Feder replaces former Chief Operating Officer John Wildman, who will become Interim Chief Marketing Officer and Senior Vice President, Sales. The Company also said that it is continuing its search for a permanent CEO.

Feder is a Managing Director at AlixPartners, a financial advisory firm specializing in business performance improvement and corporate restructuring initiatives. He brings more than 35 years of senior operating experience to Bally Total Fitness, including an extensive background in transitional management and performance improvement services. Additionally, he has served in a variety of advisory and interim leadership roles at other corporations, where he has demonstrated his capabilities in liquidity generation and cash management, executing effective cost reduction initiatives, and developing new business models in response to evolving markets.

Bally Interim Chairman and Chief Restructuring Officer Don R. Kornstein commented, “We are excited that Michael has decided to join our team as we navigate through our operational and financial restructuring. He brings broad leadership skills and experience in successfully managing turnarounds to his new role at Bally, and will play a key leadership role as we move to become operationally stronger as a company. Michael will have the additional support of his team at AlixPartners, which will be working closely with our field organization to implement the adjustments necessary to successfully restructure Bally Total Fitness.”

John Wildman has been with Bally Total Fitness for over 27 years, and most recently served as the Company’s Chief Operating Officer. He replaces Jim McDonald as interim CMO, and will continue to oversee the sales organization as Senior Vice President, Sales. The integration of sales, marketing and back office collections is being implemented to improve the Company’s overall results.

Don R. Kornstein added, “John brings a depth of institutional knowledge about the Company that will prove invaluable to our strategy of reshaping Bally Total Fitness for future profitable growth. His energy and enthusiasm have positively affected our field

teams and thereby shaped their interaction with our members. Our brand remains well recognized as a leader in the fitness sector, and John’s hard work and dedication will continue to be a driving force behind our success in strengthening the brand consistent with our improved operations.”

Feder currently serves as an advisor to Calpine Corporation. His role at Calpine is being transitioned to several team members that have been working with him at the Company. Prior to that, he served in a variety of interim management roles at companies including InteliStaf, a privately held company in the nurse-staffing industry, Avado Brands, Inc., a $300 million casual dining restaurant operator, and DIRECTV — Latin America (“DTVLA”), a leading pan-regional provider of direct-to-home satellite television entertainment to Latin America.

About Bally Total Fitness

Bally Total Fitness is among the largest commercial operators of fitness centers in the U.S., with over 375 facilities located in 26 states, Mexico, Korea, China and the Caribbean under the Bally Total Fitness(R) and Bally Sports Clubs(R) brands. Bally offers a unique platform for distribution of a wide range of products and services targeted to active, fitness-conscious adult consumers.