CONSENT

EXHIBIT 10.1

CONSENT

     CONSENT, dated as of October 17, 2005 (this “Consent”), under the CREDIT AGREEMENT, dated as of November 18, 1997, as amended and restated as of October 14, 2004, as amended and waived by the First Amendment and Waiver dated as of March 31, 2005 and as further amended by the Second Amendment and Consent dated as of August 24, 2005 (as in effect on the date immediately prior to the date hereof, the “Credit Agreement”), among BALLY TOTAL FITNESS HOLDING CORPORATION, a Delaware corporation (the “Borrower”), the lenders parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as agent for the Lenders (the “Agent”), DEUTSCHE BANK SECURITIES, INC., as Syndication Agent, and LASALLE BANK NATIONAL ASSOCIATION, as Documentation Agent. Terms used herein, but not defined, shall have the respective meanings set forth in the Credit Agreement.

W I T N E S S E T H:

     1. The Borrower wishes to implement one or more Rights Plan Transactions (as defined in Schedule I).

     2. Pursuant to Section 7.01 of the Credit Agreement, the consent of the Majority Lenders is required in order for the Borrower to implement the Rights Plan Transactions.

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

     1. Consent. The Lenders consent to the adoption of one or more Rights Plans (as defined in Schedule I) and implementation of one or more Rights Plan Transactions, provided, that the aggregate payments made by the Borrower in respect of any Rights (as defined in Schedule I) issued pursuant to, and of any Capital Stock in connection with, any Rights Plan Transactions shall not exceed $100,000 (excluding in each case the value of Capital Stock of the Borrower issued pursuant to any Rights Plan). This Consent is not intended to and shall not be construed as granting the Borrower permission to purchase or redeem any Capital Stock (other than the Rights and subject to the limit set forth in the proviso to the preceding sentence) in connection with Rights Plan Transactions.

     2. Conditions to Effectiveness of this Consent. This Consent shall become effective as of the date first set forth above (the “Effective Date”) at such time as:

     (i) the Agent shall have received counterparts of this Consent duly executed and delivered by a duly authorized officer of each of the Borrower, each Guarantor and the Majority Lenders; and

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

	HARBOUR TOWN FUNDING LLC
	By:	/s/ M. Cristina Higgins
		Name: M. Cristina Higgins
		Title: Assistant Vice President
	Sankaty Advisors, LLC as Collateral Manager for LOAN FUNDING XI LLC
	By:	/s/ James F. Kellogg III
		Name: James F. Kellogg III
		Title: Managing Director
	LONG LANE MASTER TRUST IV
	By:	/s/ M. Cristina Higgins
		Name: M. Cristina Higgins
		Title: Assistant Vice President
	Sankaty Advisors, LLC as Collateral Manager for RACE POINT CLO, LIMITED
	By:	/s/ James F. Kellogg III
		Name: James F. Kellogg III
		Title: Managing Director
	Sankaty Advisors, LLC as Collateral Manager for RACE POINT II CLO, LIMITED
	By:	/s/ James F. Kellogg III
		Name: James F. Kellogg III
		Title: Managing Director
	Sankaty Advisors, LLC as Collateral Manager for PROSPECT FUNDING I, LLC
	By:	/s/ James F. Kellogg III
		Name: James F. Kellogg III
		Title: Managing Director

Schedule I

“Rights Plan Transaction”

“Rights Plan Transaction” means the (i) distribution to then existing stockholders of the Borrower and the issuance from time to time thereafter in connection with the issuance or exchange of any shares of common stock of the Borrower of stock purchase rights (“Rights”) pursuant to the terms of one or more Stockholder Rights Plans (each a “Rights Plan”), which will entitle the holder thereof, in the circumstances set forth in a Rights Plan, to purchase from the Borrower one one-thousandth of a share of a series of preferred stock or shares of common stock of the Borrower upon payment of the exercise price and other terms set forth in the Rights Plan and (ii) the issuance of shares of preferred or common stock of the Borrower upon exercise of such Rights or the exchange of shares of common stock of the Borrower for such Rights in lieu of purchase of such shares as provided in a Rights Plan.