Index of Documents Comprising the Disclosure Statement with Respect to Joint Prepackaged Chapter 11 Plan of Reorganization of Bally Total Fitness Holding Corporation, Bally Total Fitness Corporation, Bally ARA Corporation, Bally Fitness Franchising, Inc., Bally Franchise RSC, Inc., Bally Franchising Holdings, Inc., Bally Real Estate I LLC, Bally REFS West Hartford, LLC, Bally Sports Clubs, Inc., Bally Total Fitness Franchising, Inc., Bally Total Fitness International, Inc., Bally Total Fitness of California, Inc., Bally Total Fitness of Colorado, Inc., Bally Total Fitness of Connecticut Coast, Inc., Bally Total Fitness of Connecticut Valley, Inc., Bally Total Fitness of Greater New York, Inc., Bally Total Fitness of Minnesota, Inc., Bally Total Fitness of Missouri, Inc., Bally Total Fitness of Philadelphia, Inc., Bally Total Fitness of Rhode Island, Inc., Bally Total Fitness of the Mid-Atlantic, Inc., Bally Total Fitness of the Midwest, Inc., Bally Total Fitness of the Southeast, Inc., Bally Total Fitness of Toledo, Inc., Bally Total Fitness of Upstate New York, Inc., BTF Cincinnati Corporation, BTF Europe Corporation, BTF Indianapolis Corporation, BTF Minneapolis Corporation, BTF/CFI, Inc., BTFCC, Inc., BTFF Corporation, 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., Holiday/Southeast Holding Corp., Jack LaLanne Holding Corp., New Fitness Holding Co., Inc., Nycon Holding Co., Inc., Rhode Island Holding Company, Tidelands Holiday Health Clubs, Inc., and U.S. Health, Inc., dated June 27, 2007

• The Disclosure Statement
  • Exhibit 1 -- The Chapter 11 Plan
    • Exhibit A -- Amended Certificate of Incorporation of Reorganized Bally
    • Exhibit B -- Amended By-Laws of Reorganized Bally
    • Exhibit C -- Subscription and Backstop Purchase Agreement
      • Schedule 1 -- Subsidiary Guarantors
      • Schedule 2 -- Backstop Providers
      • Schedule 3 -- Approvals
      • Schedule 4 -- Accredited Investor Representations and Warranties
      • Exhibit A -- Plan of Reorganization
      • Exhibit B -- Limited Susidiary Guaranty
    • Exhibit D -- DIP Credit Agreement Term Sheet
    • Exhibit E-1 -- Rejection Claims List For Bally
    • Exhibit E-2 -- Rejection Claims List For Affiliate Debtors
    • Exhibit F -- New Credit Agreement Term Sheet
      • Exhibit A -- Intercreditor/Second Lien Terms
    • Exhibit G -- New Senior Second Lien Notes Indenture [New 12-3/8% Senior Secured Notes due 2011]
    • Exhibit H -- Form of Rights Offering Senior Subordinated Notes Indenture, New Subordinated Notes Indenture and New Junior Subordinated Notes Indenture [New 13-5/8% Senior Subordinated Toggle Notes due 2013 and New 12% Junior Subordinated Toggle Notes due 2013]
    • Exhibit I -- New Stockholders Agreement
    • Exhibit J -- Prepetition Management Incentive Plan
    • Exhibit K -- Registration Rights Agreement
    • Exhibit L -- Restructuring Support Agreement
    • Plan Schedule 1.1(a) -- Non-Exclusive lisit of Litigation Claims, including derivative actions
    • Plan Schedule 1.1(b) -- Non-Exclusive List of Subordinated Claims
  • Exhibit 2 -- Prepetition Corporate Organizational Chart
  • Exhibit 3 -- 2005 Financial Statements
  • Exhibit 4 -- The Debtors' Liquidation Analysis
  • Exhibit 5 -- Projected Financial Information
    • Schedule 1 -- Reorganized Debtors' Pro Forma Balance Sheet as of Assumed September 30, 2007, Effective Date
    • Schedule 2 -- Reorganized Debtors' Projected Balance Sheets for 2006 through 2011
    • Schedule 3 -- Reorganized Debtors' Projected Income Statements for 2006 through 2011
    • Schedule 4 -- Reorganized Debtors' Projected Cash Flow Statements for 2006 through 2011
  • Exhibit 6 -- Valuation Analysis prepared by Jefferies & Company, Inc.

Compiled by: 

    Peter A. Chapman
    Bankruptcy Creditors' Service, Inc.
    572 Fernwood Lane
    Fairless Hills, PA 19030
    Telephone (215) 945-7000
    Fax (215) 945-7001
    peter@bankrupt.com
    http://www.bankrupt.com/

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