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): July 16, 2007

BALLY TOTAL FITNESS HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-13997	36-3228107
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	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 1.01 Entry Into a Material Definitive Agreement

     On July 16, 2007, Bally Total Fitness Holding Corporation (the “Company”) entered into an amendment (the “Senior Notes Forbearance Extension”) to the Limited Waiver and Forbearance Agreement dated as of May 14, 2007 (the “Senior Notes Forbearance Agreement”) with holders of the Company’s 10 1/2% Senior Notes due 2011 (the “Senior Notes”). Pursuant to the Senior Notes Forbearance Extension, holders of the Senior Notes agreed to forbear from exercising any remedies under the Senior Notes (or their underlying indenture) until July 31, 2007, in accordance with the terms of the Senior Notes Forbearance Agreement, except that holders of the Senior Notes may declare the Company’s obligations under the Senior Notes to be due and payable. The Company did not make the interest payment due on July 15, 2007 under the Senior Notes. A form of the Senior Notes Forbearance Extension is attached hereto as Exhibit 10.1 and incorporated herein by reference.

     On July 16, 2007, the Company entered into an amendment (the “Senior Subordinated Notes Forbearance Extension”) to the Limited Waiver and Forbearance Agreement dated as of May 14, 2007 (the “Senior Subordinated Notes Forbearance Agreement”) with holders of the Company’s 9 7/8% Senior Subordinated Notes due 2007 (the “Senior Subordinated Notes”). Pursuant to the Senior Subordinated Notes Forbearance Extension, holders of the Senior Subordinated Notes agreed to forbear from exercising any remedies under the Senior Subordinated Notes (or their underlying indenture) until July 31, 2007, in accordance with the terms of the Senior Subordinated Notes Forbearance Agreement. A form of the Senior Subordinated Notes Forbearance Extension is attached hereto as Exhibit 10.2 and incorporated herein by reference.

     Effective as of July 16, 2007, the Company entered into an amendment (the “Lender Forbearance Extension,” and together with the Senior Notes Forbearance Extension and the Senior Subordinated Notes Forbearance Extension, the “Forbearance Extensions”) to the Forbearance Agreement dated as of April 5, 2007 (the “Lender Forbearance Agreement”) under its Amended and Restated Credit Agreement (the “Credit Agreement”), with JP Morgan Chase Bank, N.A., as Agent, Morgan Stanley Senior Funding, Inc., as Syndication Agent and the lender parties (the “Lenders”) to the Credit Agreement. Pursuant to the Lender Forbearance Extension, the Agent and the Lenders agreed to forbear from exercising any remedies under the Credit Agreement as a result of certain defaults, until July 31, 2007, in accordance with the terms of the Lender Forbearance Agreement. A copy of the Lender Forbearance Extension is attached hereto as Exhibit 10.3 and incorporated herein by reference.

     The Company did not pay a consent fee to the Agent, Syndication Agent or Lenders under the Credit Agreement, or to holders of the Senior Notes or the Senior Subordinated Notes, in connection with any of the Forbearance Extensions.

Item 8.01 Other Events

     On July 17, 2007, the Company issued a press release (the “Press Release”) announcing the execution of the Forbearance Extensions. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Form of Senior Notes Forbearance Extension.

10.2	Form of Senior Subordinated Notes Forbearance Extension.
10.3	Amendment No. 1 to Forbearance Agreement, dated as of July 16, 2007, by and between the Company, the Guarantors listed on Exhibit A thereto, the Lenders, the Agent and the Syndication Agent.
99.1	Press Release dated July 17, 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: July 17, 2007	/s/ Marc D. Bassewitz
	Marc D. Bassewitz
	Senior Vice President, Secretary and General Counsel

EX-10.1

EXHIBIT 10.1

EXECUTION VERSION

AMENDMENT NO. 1 TO LIMITED WAIVER AND FORBEARANCE AGREEMENT

     AMENDMENT NO. 1 TO LIMITED WAIVER AND FORBEARANCE AGREEMENT, dated as of July 13, 2007 (this “Amendment”), by and between Bally Total Fitness Holding Corporation, a corporation organized under the laws of Delaware (the “Company”), the Guarantors listed on Exhibit A hereto (the “Guarantors”) and the Persons listed on Exhibit B hereto (each, a “Holder” and collectively, the “Holders”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Limited Waiver and Forbearance Agreement (as defined below).

     WHEREAS, the Holders are the beneficial owners of the 10 1/2% Senior Notes due 2011 of the Company (the “Notes”) issued pursuant to an Indenture, dated as of July 2, 2003 (as amended or supplemented, the “Indenture”), between the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”), and consequently, the Holders are the beneficial owners of a majority in aggregate principal amount of Notes outstanding;

     WHEREAS, pursuant to a Limited Waiver and Forbearance Agreement, dated as of May 14, 2007 (the “Limited Waiver and Forbearance Agreement”), by and between the Company, the Guarantors and the Holders, the Holders waived certain Defaults or Events of Defaults under the Indenture relating to the Reporting Obligations, the Interest Payment Default, the Sale and Leaseback Matters and the Notice Obligations (collectively, the “Waived Matters”);

     WHEREAS, the waiver of the Waived Matters expired as of the date hereof in accordance with the terms of the Limited and Waiver Forbearance Agreement;

     WHEREAS, the Company desires to seek an extension of the Forbearance from holders of the Notes to July 31, 2007, subject to the terms hereof.

     NOW, THEREFORE, in consideration of the promises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Company and the Holders hereby agree as follows:

ARTICLE I.
AMENDMENTS

     Section 1.1 Amendments to Limited Waiver and Forbearance Agreement. The Limited Waiver and Forbearance Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2.1 hereof, hereby amended as follows:

          (a) Section 1.1 is deleted in its entirety and replaced with the following:

          “Section 1.1 Reserved. [Reserved]”

          (b) Section 1.3(a) is deleted in its entirety and replaced with the following:

          "(a) Pursuant to Section 5.12 of the Indenture, and notwithstanding any notice from any holder of the Notes, but subject to the remaining provisions of this Section 1.3(a), each

Holder hereby agrees to forbear, and directs the Trustee to forbear, at all times from the Effective Date to, but not including, the Forbearance and Waiver Expiration Date, from taking or exercising any Enforcement Action in connection with the Waived Matters (the “Forbearance”); provided, however, that no Holder shall be required to expend any funds or indemnify the Trustee in connection with the Forbearance or any related direction to the Trustee. Notwithstanding the foregoing sentence or any other provisions of this Agreement, nothing in this Agreement shall impair any right of any Holders to declare all unpaid principal of, premium, if any, and accrued interest on the indebtedness outstanding under the Indenture to be due and payable; provided, however, that the Company and the Guarantors reserve (i) all of their rights to contest the validity and enforceability of any such declaration, and (ii) any and all other rights with respect to any such declaration or any effects thereof.”

          (c) Article IV is amended by inserting Section 4.3, as follows, immediately following the end of Section 4.2:

          “Section 4.3 Assumption by Transferees. (a) If, following execution of this Agreement by a Holder, such Holder hypothecates, pledges, conveys, transfers, assigns or sells (collectively, a “Transfer”) all or a part of the Notes held by such Holder to any Person (each such Person, a “Transferee”), the Transferee must, as a condition precedent to the settlement of such Transfer, execute an assumption in substantially the form attached hereto as Exhibit E (the “Assumption Agreement”). To the maximum extent permitted by applicable law, any Transfer that is made in violation of the immediately preceding sentence shall be null and void. A Holder shall provide to the Company a copy of the executed Assumption Agreement within three business days of the execution of an agreement (or trade confirmation) in respect of such Transfer.”

          (d) Section 6.1(f)(A) is amended by deleting the phrase “July 13, 2007” and replacing it with the phrase “July 31, 2007”.

          (e) Article VII is amended by inserting Section 7.14, as follows, immediately following the end of Section 7.13:

          “Section 7.14 Holders. Notwithstanding any other provision hereof, for purposes this Agreement, as amended by Amendment No. 1 to this Agreement, dated July 13, 2007, the Holders under this Agreement shall constitute “Holders” under the Indenture and the Company shall not contest the validity of a notice sent by any such Holders pursuant to section 5.2 of the Indenture on the grounds that such Holders are not registered owners of Notes.”

          (f) Exhibit C attached hereto is inserted in the Agreement as Exhibit E to the Agreement immediately following Exhibit D to the Agreement.

ARTICLE II.
CONDITIONS OF EFFECTIVENESS

     Section 2.1 Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when:

2

          (a) the Company shall have received counterparts of this Amendment executed by holders of a majority in aggregate principal amount outstanding of the Notes;

          (b) The Senior Subordinated Notes Forbearance Agreement shall have been amended in the form attached hereto as Exhibit D, and such amendment shall become effective contemporaneously with this Amendment;

          (c) The Credit Agreement Forbearance Agreement shall have been amended in the form attached hereto as Exhibit E, and such amendment shall become effective contemporaneously with this Amendment; and

          (d) Holders of a majority in aggregate principal amount of the Notes shall have executed a direction letter to the Trustee extending the Forbearance and Waiver Expiration Date to July 31, 2007, in the form attached hereto as Exhibit F.

ARTICLE III.
MISCELLANEOUS

     Section 3.1 Reference to Limited Waiver and Forbearance Agreement. On and after the effectiveness of this Amendment, each reference in the Limited Waiver and Forbearance Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Limited Waiver and Forbearance Agreement shall mean and be a reference to the Limited Waiver and Forbearance Agreement as amended by this Amendment.

     Section 3.2 Full Force and Effect. The Limited Waiver and Forbearance Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

     Section 3.3 No Waiver. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any party under the Limited Waiver and Forbearance Agreement, nor constitute a waiver of any provision of the Limited Waiver and Forbearance Agreement.

     Section 3.4 Execution in Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and each of the parties hereto may execute this Amendment by signing any such counterpart. A facsimile or electronic mail transmission of this Amendment bearing a signature on behalf of a party hereto shall be legal and binding on such party.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

3

     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused this Amendment to be executed by their respective duly authorized officers, as of the date first above written.

BALLY TOTAL FITNESS HOLDING CORPORATION

By:

Name:

Title:

THE GUARANTORS

Each Guarantor Listed on Exhibit A Hereto

By:

Name:

Title:

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

SIGNATURE OF BENEFICIAL HOLDER

By:

Name (please print):

Title:

Address (including zip code):

Telephone Number (including area code):

Fax Number (including area code):

Tax Identification or Social Security Number:

Aggregate Principal Amount of Notes Held:

EXHIBIT A

Bally Fitness Franchising, Inc.
Bally Franchise RSC, Inc.
Bally Franchising Holdings, Inc.
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.
Bally Total Fitness of Connecticut Coast, Inc.
Bally Total Fitness of Connecticut Valley, Inc.
Greater Philly No. 1 Holding Company
Greater Philly No. 2 Holding Company
Health & Tennis Corporation of New York
Holiday Health Clubs of the East Coast, Inc.
Bally Total Fitness of Upstate New York, Inc.
Bally Total Fitness of Colorado, Inc.
Bally Total Fitness of the Southeast, Inc.
Holiday/Southeast Holding Corp.
Bally Total Fitness of California, Inc.
Bally Total Fitness of the Mid-Atlantic, Inc.
BTF/CFI, Inc.
Bally Total Fitness of Greater New York, Inc.
Jack La Lanne Holding Corp.
Bally Sports Clubs, Inc.
New Fitness Holding Co., Inc.
Nycon Holding Co., Inc.
Bally Total Fitness of Philadelphia, 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.

A-1

EXHIBIT B

	Aggregate Principal Amount
Name of Holder	of Notes Held Beneficially

B-1

EXHIBIT C

Form of Assumption Agreement

     Reference is hereby made to the Limited Waiver and Forbearance Agreement, dated as of May 14, 2007 (the “Limited Waiver and Forbearance Agreement”), among Bally Total Fitness Holding Corporation, the Guarantors listed on Exhibit A thereto and the Holders party thereto. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Limited Waiver and Forbearance Agreement.

     As a condition precedent to becoming the beneficial holder or owner of [•] dollars ($•) in aggregate principal amount of Notes, the undersigned, [•] (the “Transferee”), hereby agrees to become bound by the terms, conditions and obligations set forth in the Limited Waiver and Forbearance Agreement.

     This agreement (this “Assumption Agreement”) shall take effect and shall become an integral part of the Limited Waiver and Forbearance Agreement immediately upon its execution and the Transferee shall be deemed to be bound by all of the terms, conditions and obligations of the Limited Waiver and Forbearance Agreement as of the date thereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

C-1

     IN WITNESS WHEREOF, this Assumption Agreement has been duly executed by each of the undersigned as of the date specified below.

          Date: [•] , 200[•]

Transferee

By:

Name (please print):

Title:

Address (including zip code):

Telephone Number (including area code):

Fax Number (including area code):

Tax Identification or Social Security Number:

Aggregate Principal Amount of Notes Held:

Transferor

By:

Name (please print):

Title:

Address (including zip code):

Telephone Number (including area code):

Fax Number (including area code):

Tax Identification or Social Security Number:

Aggregate Principal Amount of Notes Transferred:

C-2

EX-10.2

EXHIBIT 10.2

EXECUTION VERSION

AMENDMENT NO. 1 TO LIMITED WAIVER AND FORBEARANCE AGREEMENT

     AMENDMENT NO. 1 TO LIMITED WAIVER AND FORBEARANCE AGREEMENT, dated as of July 13, 2007 (this “Amendment”), by and between Bally Total Fitness Holding Corporation, a corporation organized under the laws of Delaware (the “Company”), and the Persons listed on Exhibit A hereto (each, a “Holder” and collectively, the “Holders”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Limited Waiver and Forbearance Agreement (as defined below).

     WHEREAS, the Holders are the beneficial owners of the 9 7/8% Senior Subordinated Notes due 2007 of the Company (the “Notes”) issued pursuant to an Indenture, dated as of December 16, 1998 (as amended or supplemented, the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), and consequently, the Holders are the beneficial owners of a majority in aggregate principal amount of Notes outstanding;

     WHEREAS, pursuant to a Limited Waiver and Forbearance Agreement, dated as of May 14, 2007 (the “Limited Waiver and Forbearance Agreement”), by and between the Company and the Holders, the Holders (i) waived certain Defaults or Events of Defaults under the Indenture relating to the Reporting Obligations, the Sale and Leaseback Matters and the Notice Obligations (collectively, the “Waived Matters”) and (ii) agreed to forbear, and directed the Trustee to forbear, from taking or exercising any Enforcement Action in connection with the Waived Matters and the Interest Payment Default;

     WHEREAS, pursuant to Sections 5.13 and 10.19 of the Indenture, the Company desires to seek waivers from holders of the Notes from the Effective Date to, but not including, the Forbearance and Waiver Expiration Date of any Default or Event of Default (as such terms are defined in the Indenture) arising from any declaration that all unpaid principal of, premium, if any, and accrued interest on the indebtedness outstanding under the Senior Notes Indenture is due and payable; and

     WHEREAS, the Company desires to seek an extension of the Forbearance and Waiver Expiration Date from holders of the Notes to July 31, 2007.

     NOW, THEREFORE, in consideration of the promises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Company and the Holders hereby agree as follows:

ARTICLE I.
AMENDMENTS

     Section 1.1 Amendments to Limited Waiver and Forbearance Agreement. The Limited Waiver and Forbearance Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2.1 hereof, hereby amended as follows:

          (a) The second recital is deleted in its entirety and replaced with the following:

     “WHEREAS, pursuant to Sections 5.13 and 10.19 of the Indenture, the Company desires to seek waivers from holders of the Notes from the Effective Date (as defined in Section 5.1 hereof) to, but not including, the Forbearance and Waiver Expiration Date (as defined in Section 6.1 hereof) of any Default or Event of Default (as such terms are defined in the Indenture) arising from (i) the failure to file timely such reports as the Company is or may be required to file with the SEC pursuant to Sections 13(a) or 15(d) of the Exchange Act and furnish such reports to the Trustee and holders of the Notes in accordance with Sections 7.4 and 10.17 of the Indenture (the “Reporting Obligations”), (ii) any declaration that all unpaid principal of, premium, if any, and accrued interest on the indebtedness outstanding under the Senior Notes Indenture is due and payable (the “Senior Notes Acceleration Notice”) and (iii) the failure to provide notice to the Trustee of a Default or Event of Default arising in connection with the Reporting Obligations or the Senior Notes Acceleration Notice in accordance with Section 10.18 of the Indenture (the “Notice Obligations” and, together with the Reporting Obligations, the Senior Notes Acceleration Notice and the Sale and Leaseback Matters (as defined in Section 7.1 hereof), the “Waived Matters”);”

          (b) Section 6.1(f)(A) is amended by deleting the phrase “July 13, 2007” and replacing it with the phrase “July 31, 2007”.

          (c) Article IV is amended by inserting Section 4.3, as follows, immediately following the end of Section 4.2:

          “Section 4.3 Assumption by Transferees. (a) If, following execution of this Agreement by a Holder, such Holder hypothecates, pledges, conveys, transfers, assigns or sells (collectively, a “Transfer”) all or a part of the Notes held by such Holder to any Person (each such Person, a “Transferee”), the Transferee must, as a condition precedent to the settlement of such Transfer, execute an assumption in substantially the form attached hereto as Exhibit D (the “Assumption Agreement”). To the maximum extent permitted by applicable law, any Transfer that is made in violation of the immediately preceding sentence shall be null and void. A Holder shall provide to the Company a copy of the executed Assumption Agreement within three business days of the execution of an agreement (or trade confirmation) in respect of such Transfer.”

          (d) Exhibit B attached hereto is inserted in the Agreement as Exhibit D to the Agreement immediately following Exhibit C to the Agreement.

ARTICLE II.
CONDITIONS OF EFFECTIVENESS

     Section 2.1 Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when:

          (a) the Company shall have received counterparts of this Amendment executed by holders of a majority of the aggregate principal amount outstanding of the Notes;

          (b) The Senior Notes Forbearance Agreement shall have been amended in the form attached hereto as Exhibit C, and such amendment shall become effective contemporaneously with this Amendment;

2

          (c) The Credit Agreement Forbearance Agreement shall have been amended in the form attached hereto as Exhibit D, and such amendment shall become effective contemporaneously with this Amendment; and

          (d) Holders of a majority in aggregate principal amount of the Notes shall have executed a direction letter to the Trustee extending the Forbearance and Waiver Expiration Date to July 31, 2007, in the form attached hereto as Exhibit E.

ARTICLE III.
MISCELLANEOUS

     Section 3.1 Reference to Limited Waiver and Forbearance Agreement. On and after the effectiveness of this Amendment, each reference in the Limited Waiver and Forbearance Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Limited Waiver and Forbearance Agreement shall mean and be a reference to the Limited Waiver and Forbearance Agreement as amended by this Amendment.

     Section 3.2 Full Force and Effect. The Limited Waiver and Forbearance Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

     Section 3.3 No Waiver. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any party under the Limited Waiver and Forbearance Agreement, nor constitute a waiver of any provision of the Limited Waiver and Forbearance Agreement.

     Section 3.4 Execution in Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and each of the parties hereto may execute this Amendment by signing any such counterpart. A facsimile or electronic mail transmission of this Amendment bearing a signature on behalf of a party hereto shall be legal and binding on such party.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

3

     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused this Amendment to be executed by their respective duly authorized officers, as of the date first above written.

BALLY TOTAL FITNESS HOLDING CORPORATION

By:

Name:

Title:

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

SIGNATURE OF BENEFICIAL HOLDER

By:

Name (please print):

Title:

Address (including zip code):

Telephone Number (including area code):

Fax Number (including area code):

Tax Identification or Social Security Number:

Aggregate Principal Amount of Notes Held:

EXHIBIT A

	Aggregate Principal Amount
Name of Holder	of Notes Held Beneficially

A-1

EXHIBIT B

Form of Assumption Agreement

     Reference is hereby made to the Limited Waiver and Forbearance Agreement, dated as of May 14, 2007 (the “Limited Waiver and Forbearance Agreement”), among Bally Total Fitness Holding Corporation, the Persons listed on Exhibit A thereto and the Holders party thereto. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Limited Waiver and Forbearance Agreement.

     As a condition precedent to becoming the beneficial holder or owner of [•] dollars ($•) in aggregate principal amount of Notes, the undersigned, [•] (the “Transferee”), hereby agrees to become bound by the terms, conditions and obligations set forth in the Limited Waiver and Forbearance Agreement.

     This agreement (this “Assumption Agreement”) shall take effect and shall become an integral part of the Limited Waiver and Forbearance Agreement immediately upon its execution and the Transferee shall be deemed to be bound by all of the terms, conditions and obligations of the Limited Waiver and Forbearance Agreement as of the date thereof.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

B-1

     IN WITNESS WHEREOF, this Assumption Agreement has been duly executed by each of the undersigned as of the date specified below.

          Date: [•] , 200[•]

Transferee

By:

Name (please print):

Title:

Address (including zip code):

Telephone Number (including area code):

Fax Number (including area code):

Tax Identification or Social Security Number:

Aggregate Principal Amount of Notes Held:

Transferor

By:

Name (please print):

Title:

Address (including zip code):

Telephone Number (including area code):

Fax Number (including area code):

Tax Identification or Social Security Number:

Aggregate Principal Amount of Notes Transferred:

B-2

EX-10.3

Exhibit 10.3

CONFORMED COPY

AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT

     AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT, dated as of July 16, 2007 (this “Amendment”), by and between Bally Total Fitness Holding Corporation, a corporation organized under the laws of Delaware (the “Borrower”), the Guarantors listed on Exhibit A hereto (the “Guarantors”), the lenders parties to the Credit Agreement (as defined in the Forbearance Agreement referred to below) (the “Lenders”), JPMORGAN CHASE BANK, N.A., as agent for the Lenders (in such capacity, the “Agent”), and MORGAN STANLEY SENIOR FUNDING, INC., as Syndication Agent. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Forbearance Agreement (as defined below).

     WHEREAS, pursuant to a Forbearance Agreement, dated as of April 5, 2007 (the “Forbearance Agreement”), by and between the Borrower, the Guarantors, the Lenders and the Agent, the Lenders and the Agent (i) agreed to implement a forbearance period in respect of certain Defaults or Events of Defaults under the Credit Agreement relating to the Known Defaults and (ii) agreed to forbear from taking or exercising any Enforcement Action in connection with the Known Defaults;

     WHEREAS, the Lenders and the Agent desire to extend the forbearance period in respect of the Known Defaults and, in addition, to forbear at all times through the Forbearance Period Termination Date (as extended hereby), from taking or exercising any Enforcement Action in connection with the Borrower’s failure (i) to make a scheduled payment of interest on the Senior Notes as due on July 15, 2007 in accordance with Section 10.1 of the Senior Notes Indenture and (ii) to furnish reports as required under Section 7.4 of the Subordinated Notes Indenture or under Section 7.4 of the Senior Notes Indenture; and

     WHEREAS, the Borrower has requested an extension of the Forbearance Period Termination Date to July 31, 2007.

     NOW, THEREFORE, in consideration of the promises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the Borrower, the Guarantors, the Lenders and the Agent hereby agree as follows:

ARTICLE I.
AMENDMENTS

     Section 1.1 Amendments to Forbearance Agreement. The Forbearance Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2.1 hereof, hereby amended as follows:

          (a) The fourth recital of the Forbearance Agreement is amended by deleting the recital in its entirety and substituting the following in its place:

“WHEREAS, (i) the Borrower’s failure to make an interest payment on the Subordinated Notes on April 16, 2007, (the “Sub Notes Interest Payment Default”); and (ii) the Borrower’s failure to make a scheduled payment of interest on the Senior Notes as due on July 15, 2007 (the “Senior Notes Interest Payment

Default”), would constitute an event of default under the Senior Notes Indenture and the Subordinated Notes Indenture, as applicable.”

          (b) The eighth recital of the Forbearance Agreement is amended by inserting the phrase “the Senior Notes Interest Payment Default, any failure by the Borrower to furnish the reports required by Section 7.4 of the Senior Notes Indenture or Section 7.4 of the Subordinated Notes Indenture,” immediately preceding the phrase “the Notes Quarterly Financial Statement Default” in the third line thereof.

          (c) Section 3.1(i) of the Forbearance Agreement is amended by deleting the phrase “July 13, 2007” and replacing it with the phrase “July 31, 2007”.

          (d) Section 3.1(ii)(B) of the Forbearance Agreement is amended by inserting the phrase “or on the Senior Notes” immediately following the phrase “on the Subordinated Notes”.

          (e) Section 3.1(ii)(C) of the Forbearance Agreement is amended by (i) deleting the phrase “or (II) the issuance of any enforcement notice by the trustee under the Senior Notes Indenture or the Subordinated Notes Indenture, including in each case,” therein and replacing it with the phrase “but not” and (ii) inserting the phrase “without the taking of any enforcement action” immediately following the word “acceleration” therein.

ARTICLE II.
CONDITIONS OF EFFECTIVENESS

     Section 2.1 Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when the Agent shall have received (a) counterparts of this Amendment executed by the Borrower, the Guarantors and the Majority Lenders and (b) copies of the fully executed amendments to (i) the Senior Notes Forbearance Agreement duly executed and delivered by the Borrower and Persons holding more than 50% of the face principal amount of the Senior Notes, and (ii) the Subordinated Notes Forbearance Agreement duly executed and delivered by the Borrower and Persons holding more than 75% of the face principal amount of the Subordinated Notes, which amendments, in each case, shall extend the termination of the forbearance periods described therein to at least July 31, 2007, shall waive the Senior Notes interest payment due on July 15, 2007 during such forbearance period, and shall not provide for the payment of any consent, amendment or similar fee to the holders of the Senior Notes and/or the Subordinated Notes in connection with the execution and delivery of the Senior Notes Forbearance Agreement and/or the Subordinated Notes Forbearance Agreement, as applicable.

ARTICLE III.
MISCELLANEOUS

     Section 3.1 Reference to Forbearance Agreement. On and after the effectiveness of this Amendment, each reference in the Forbearance Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Forbearance Agreement shall mean and be a reference to the Forbearance Agreement as amended by this Amendment.

     Section 3.2 Full Force and Effect. The Forbearance Agreement, as specifically

2

amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

     Section 3.3 No Waiver. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any party under the Forbearance Agreement, nor constitute a waiver of any provision of the Forbearance Agreement.

     Section 3.4 Execution in Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and each of the parties hereto may execute this Amendment by signing any such counterpart. A facsimile or electronic mail transmission of this Amendment bearing a signature on behalf of a party hereto shall be legal and binding on such party.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

3

     IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused this Amendment to be executed by their respective duly authorized officers, as of the date first above written.

BALLY TOTAL FITNESS HOLDING CORPORATION
By:	/s/ Ronald G. Eidell
Name: Ronald G. Eidell
Title: Senior Vice President, CFO
THE GUARANTORS
Each Guarantor Listed on Exhibit A Hereto
By:	/s/ Ronald G. Eidell
Name: Ronald G. Eidell
Title: Senior Vice President, CFO

JPMORGAN CHASE BANK, N.A., as Agent and as a Lender
By:	/s/ Douglas A. Jenks
Name: Douglas A. Jenks
Title: Managing Director

CREDIT GENESIS CLO 2005-1 LTD., as Lender
By:	/s/ Christopher Mackey
Name: Christopher Mackey
Title: Managing Principal

GOLDMAN SACHS CREDIT PARTNERS, L.P., as Lender
By:	/s/ Pedro Ramirez
Name: Pedro Ramirez
Title: Authorized Signatory

HARBOUR TOWN FUNDING LLC, as Lender
By:	/s/ Tara E. Kenny
Name: Tara E. Kenny
Title: Assistant Vice Principal

MORGAN STANLEY SENIOR FUNDING, INC., as Lender
By:	/s/ Dan Gioia
Name: Dan Gioia
Title: Authorized Signatory

Sankaty Advisors, LLC, as Collateral Manager for AVERY
POINT CLO, LTD., as Lender
By:	/s/ Alan K. Halfenger
Name: Alan K. Halfenger
Title: Chief Compliance Officer
	Assistant Secretary

Sankaty Advisors, LLC, as Collateral Manager for
CASTLE HILL I-INGOTS, LTD., as Lender
By:	/s/ Alan K. Halfenger
Name: Alan K. Halfenger
Title: Chief Compliance Officer
	Assistant Secretary

Sankaty Advisors, LLC, as Collateral Manager for
CASTLE HILL II-INGOTS, LTD., as Lender
By:	/s/ Alan K. Halfenger
Name: Alan K. Halfenger
Title: Chief Compliance Officer
	Assistant Secretary

Sankaty Advisors, LLC, as Collateral Manager for LOAN
FUNDING XI LLC, as Lender
By:	/s/ Alan K. Halfenger
Name: Alan K. Halfenger
Title: Chief Compliance Officer
	Assistant Secretary

Sankaty Advisors, LLC, as Collateral Manager for
PROSPECT FUNDING I, LLC, as Lender
By:	/s/ Alan K. Halfenger
Name: Alan K. Halfenger
Title: Chief Compliance Officer
	Assistant Secretary

PROSPECT HARBOR CREDIT PARTNERS, LP, as Lender
By:	/s/ Alan K. Halfenger
Name: Alan K. Halfenger
Title: Chief Compliance Officer
	Assistant Secretary

Sankaty Advisors, LLC, as Collateral Manager for RACE
POINT CLO, LIMITED, as Lender
By:	/s/ Alan K. Halfenger
Name: Alan K. Halfenger
Title: Chief Compliance Officer
	Assistant Secretary

Sankaty Advisors, LLC, as Collateral Manager for RACE
POINT II CLO, LIMITED, as Lender
By:	/s/ Alan K. Halfenger
Name: Alan K. Halfenger
Title: Chief Compliance Officer
	Assistant Secretary

Sankaty Advisors, LLC, as Collateral Manager for RACE
POINT III CLO, LIMITED, as Lender
By:	/s/ Alan K. Halfenger
Name: Alan K. Halfenger
Title: Chief Compliance Officer
	Assistant Secretary

SANKATY HIGH YIELD PARTNERS II, L.P., as Lender
By:	/s/ Alan K. Halfenger
Name: Alan K. Halfenger
Title: Chief Compliance Officer
	Assistant Secretary

SANKATY HIGH YIELD PARTNERS III, L.P., as Lender
By:	/s/ Alan K. Halfenger
Name: Alan K. Halfenger
Title: Chief Compliance Officer
	Assistant Secretary

WELLS FARGO FOOTHILL, LLC, as Lender
By:	/s/ Juan Barrera
Name: Juan Barrera
Title: Vice President

EXHIBIT A

Bally Fitness Franchising, Inc.
Bally Franchise RSC, Inc.
Bally Franchising Holdings, Inc.
Bally Total Fitness Corporation
Bally Total Fitness Franchising, Inc.
Bally Total Fitness Holding Corporation
Bally Total Fitness International, Inc.
Bally Total Fitness of Missouri, Inc.
Bally Total Fitness of Toledo, Inc.
Bally Total Fitness of Connecticut Coast, Inc.
Bally Total Fitness of Connecticut Valley, Inc.
Greater Philly No. 1 Holding Company
Greater Philly No. 2 Holding Company
Health & Tennis Corporation of New York
Holiday Health Clubs of the East Coast, Inc.
Bally Total Fitness of Upstate New York, Inc.
Bally Total Fitness of Colorado, Inc.
Bally Total Fitness of the Southeast, Inc.
Holiday/Southeast Holding Corp.
Bally Total Fitness of California, Inc.
Bally Total Fitness of the Mid-Atlantic, Inc.
BTF/CFI, Inc.
Bally Total Fitness of Greater New York, Inc.
Jack La Lanne Holding Corp.
Bally Sports Clubs, Inc.
New Fitness Holding Co., Inc.
Nycon Holding Co., Inc.
Bally Total Fitness of Philadelphia, 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.

A-1

EX-99.1

Exhibit 99.1

Contact: BALLY TOTAL FITNESS
8700 West Bryn Mawr Avenue
Chicago, IL 60631
www.Ballyfitness.com
Matt Messinger – Tel. (773) 864-6850

FOR IMMEDIATE RELEASE

BALLY TOTAL FITNESS RECEIVES FORBEARANCE EXTENSIONS THROUGH JULY 31, 2007

CHICAGO, July 17, 2007 – Bally Total Fitness Holding Corporation (OTC: BFTH.PK) today announced that it has secured extensions of existing forbearance arrangements until July 31, 2007 from beneficial holders of in excess of a majority in principal amount of its 9-7/8% Senior Subordinated Notes due 2007 and its 10-1/2% Senior Notes due 2011 and from the lenders under its $284 million senior secured credit facility. The extension agreements prohibit any enforcement action by the parties thereto but permit the senior noteholders to declare the Senior Notes due and payable so long as no other enforcement action is taken. The Company will not pay any fees in connection with these extensions.

Copies of the forbearance extension agreements will be filed as exhibits to a Current Report on Form 8-K that the Company will file with the SEC.

Separately, the Company continues to solicit votes for approval from its noteholders for the previously proposed prepackaged chapter 11 plan of reorganization. Holders of 63% of its Senior Notes and more than 80% of its Senior Subordinated Notes have agreed to vote for the plan. The voting deadline for that solicitation is 4:00 p.m. ET on July 27, 2007.

The Company also announced it has entered into confidentiality agreements with Liberation Investments and Harbinger Capital Partners, proponents of an alternative restructuring proposal, and has begun to engage in due diligence discussions with these shareholders. These shareholders have agreed to complete their due diligence by July 20, 2007, and the Company has asked that proposed definitive documentation be negotiated by that date. There are no assurances that any agreement will be reached with the shareholders.

The Company will continue normal club operations during the solicitation period and throughout the pendency of the anticipated bankruptcy case.

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.

Forward-Looking Statements

Forward-looking statements in this release including, without limitation, statements relating to the Company’s proposed plan of reorganization or any other restructuring agreement, are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. Statements that are not historical facts, including statements about the Company’s beliefs and expectations are forward-looking statements. These statements are based on beliefs and assumptions by the Company’s management, and on information currently available to management. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events. In addition, these forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These factors include, but are not limited to, risks associated with the ability of the Company in advance of and during a reorganization to maintain normal terms with vendors and service providers, maintain contracts that are critical to its operations, retain members and attract, motivate and retain key employees, and other factors that are described in filings of the Company with the SEC, including the Company’s Annual Report on Form 10-K filed on June 29, 2007.

# # #