Case No. 04-33192, Jointly Administered (Bankr. W.D. Ky. Aug. 10, 2004)

From Casetext: Smarter Legal Research

In re Jillian's Entertainment Holdings, Inc.

United States Bankruptcy Court, W.D. Kentucky, Louisville Division

Aug 10, 2004

Case No. 04-33192, Jointly Administered (Bankr. W.D. Ky. Aug. 10, 2004)

Opinion

Case No. 04-33192, (Jointly Administered).

August 10, 2004.

ORDER (A) APPROVING THE ADEQUACY OF THE DEBTORS' DISCLOSURE STATEMENT; (B) APPROVING FORM OF BALLOTS, VOTING DEADLINE AND SOLICITATION PROCEDURES; AND (C) APPROVING FORM AND MANNER OF NOTICES

DAVID STOSBERG, Chief Judge, Bankruptcy

Upon the motion (the "Motion") of the above-captioned debtors and debtors in possession (collectively, the "Debtors") seeking entry of an order (a) approving the adequacy of the Disclosure Statement for the Debtors' First Amended Joint Liquidating Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code filed on August 10, 2004 and assigned Docket No. 388 in these Chapter 11 cases, as amended or modified (the "Disclosure Statement"); (b) approving form of ballots, voting deadline and solicitation procedures; and (c) approving form and manner of notices; and it appearing that the relief requested is in the best interest of the Debtors' estates and creditors; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and it appearing that this Motion is a core proceeding pursuant to 28 U.S.C. §§ 1408 and 1409; and adequate notice of the Motion having been given; and it appearing that no other notice need be given; and after due deliberation and sufficient cause appearing therefor, it is hereby:

Capitalized terms not defined herein shall have the same meaning as ascribed in the Motion.

ORDERED that the Motion is granted in its entirety except as modified herein; and it is further

ORDERED that the Disclosure Statement is hereby approved; and it is further

ORDERED that August 4, 2004, shall be the record date ("Voting Record Date") for purposes of determining which creditors and equity security holders are entitled to vote on the First Amended Joint Liquidating Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code, filed on August 10, 2004 and assigned Docket No. 389 in these Chapter 11 cases (the "Plan"); and it is further

ORDERED that the Voting Record Date, subject to the Rolling Record Date (as defined herein), shall apply to all creditors; and it is further

ORDERED that a rolling record date shall be established (the "Rolling Record Date") for previously unknown creditors entitled to vote on the Plan who (i) did not receive a ballot when the Debtors' solicitation packages were initially served and (ii) timely submit a proof of claim between the Record Date and the general claims bar date (August 31, 2004). Pursuant to the Rolling Record Date, such creditors shall have a Plan and Ballot mailed to them by the Solicitation Agent (as defined herein) within two business days of the Solicitation Agent receiving such creditor's proof of claim; and it is further

ORDERED that (i) the deadline for casting a Ballot to accept or reject the Plan (the "Voting Deadline") and (ii) the Plan Objection Deadline shall both be 4:00 p.m., prevailing Louisville, Kentucky time, on September 30; 2004, and it is further

ORDERED that in order to be considered by this Court, objections to the Plan, if any, must be both (a) filed by the Plan Objection Deadline so as to be actually received by the Court on or before the Plan Objection Deadline and (b) served on the Debtors Co-Counsel, Solicitation Agent, Counsel for the Agent to the Prepetition Lenders and the Debtor in Possession Lender and counsel to the Committee on or before the Plan Objection Deadline; and it is further

ORDERED that all Ballots accepting or rejecting the Plan must be received as appropriate by Kurtzman Carson Consultants LLC (the "Solicitation Agent") by the Voting Deadline at the following address, as specified on each holders' Ballot:

Jillian's Balloting Agent c/o Kurtzman Carson Consultants LLC 12910 Culver Boulevard, Suite I Los Angeles, CA 90066;

and it is further

ORDERED that, after consultation with the Committee and the Prepetition Lender, the Debtors may extend the period during which votes will be accepted by the Debtors, in which case the Voting Deadline for such solicitation shall mean the last time and date to which such solicitation is extended, provided, however, that the Committee and the Prepetition Lenders shall retain their rights to object to such extensions; and it is further

ORDERED that the form of the Ballots, substantially in the forms attached hereto as Exhibit A, are hereby approved; and it is further

ORDERED that all votes to accept or reject the Plan must be cast by using the appropriate Ballot; and it is further

ORDERED that the voting instructions, substantially in the forms respectively listed in Appendix A to the Ballots attached hereto as Exhibit A, are hereby approved; and it is further

ORDERED that the Solicitation Procedures are hereby approved;provided, however that the Debtors reserve the right to modify, amend or supplement the Solicitation Procedures subject to Court approval; and it is further

ORDERED that the letter drafted by the Committee to the Debtors' unsecured creditors, attached hereto as Exhibit B, is hereby approved pursuant to section 1125 of the Bankruptcy Code, and shall be included in the Solicitation Packages (as defined herein) to be mailed to all of the Debtors' creditors who are entitled to vote on the Plan; and it is further

ORDERED that, within five (5) business days after the entry of an order approving the Disclosure Statement, the Debtors shall distribute the following solicitation materials (the "Solicitation Package") to (i) all known holders of claims against the Debtors as of the Voting Record Date who are entitled to vote on the Plan (Classes 1, 2 and 4) and (ii) the Office of the United States Trustee:

(a) the Disclosure Statement (including exhibits);

(b) the Plan (as an exhibit to the Disclosure Statement) or supplements thereto, if any;

(c) the appropriate Ballot(s) and voting instructions;

(d) the Confirmation Hearing Notice;

(e) any supplemental solicitation materials the Debtors may file with the Court;

(f) a pre-addressed return envelope, if applicable, at the Debtors' sole discretion; and

(g) any other materials ordered by the Court to be included as part of the Solicitation Package;

and it is further

ORDERED that creditors who have more than one claim shall receive only one Solicitation Package and one Ballot for each claim; and it is further

ORDERED that the following rules shall be used to determine the claim amount associated with a creditor's vote:

(a) If the Debtors do not object to a claim, the claim amount for voting purposes shall be the claim amount contained on a timely filed proof of claim or, if no proof of claim was filed, the noncontingent, liquidated and undisputed claim amount listed in the Debtors' Schedules of Assets and Liabilities (the "Schedules");

(b) Ballots cast by creditors whose claims are not listed on the Schedules, but who timely file proofs of claim in unliquidated or unknown amounts that are not the subject of an objection filed before the commencement of the hearing to consider the confirmation of the Plan (the "Confirmation Hearing"), will count for satisfying the numerosity requirement of section 1126(c) of the Bankruptcy Code and will count as ballots for claims in the amount of $1.00 solely for the purpose of satisfying the dollar amount provisions of section 1126(c) of the Bankruptcy Code;

(c) If the Debtors object to a claim, such creditor's Ballot shall not be counted in accordance with Bankruptcy Rule 3018(a), unless temporarily allowed by the Court for voting purposes, after notice and a hearing;

(d) If a creditor casts a Ballot and is listed on the Schedules as holding a claim that is contingent, unliquidated or disputed, such creditor's Ballot shall not be counted in accordance with Bankruptcy Rule 3018(a), unless temporarily allowed by the Court for voting purposes, after notice and a hearing; and

(e) Unless otherwise provided herein, a claim will be deemed temporarily allowed for voting purposes in an amount equal to (i) the amount of such claim as set forth in a timely filed proof of claim or (ii) the amount of such claim as set forth in the Debtors' Schedules as not contingent, unliquidated or disputed if a timely proof of claim has not been filed.

and it is further

ORDERED that Creditors seeking temporary allowance of their claims for voting purposes must serve on the Debtors and file with the Court a motion for an order pursuant to Bankruptcy Rule 3018(a) (the "Rule 3018(a) Motion"); and it is further

ORDERED that it shall be the responsibility of each party who files a Rule 3018(a) Motion to (a) file such Rule 3018(a) Motion with evidence in support thereof by the Plan Objection Deadline, (b) schedule a hearing on such Rule 3018(a) Motion (the "Rule 3018(a) Hearing"), and (c) schedule the Rule 3018(a) Hearing on a date that is not less than ten (10) days prior to the Confirmation Hearing; and it is further

ORDERED that to ensure that its vote is counted, each holder of a claim must:

(a) Complete a Ballot;

(b) Indicate the holder's decision either to accept or reject the Plan in the boxes provided in the respective Ballot; and

(c) Sign and return the Ballot so that it is received by the Solicitation Agent, located at 12910 Culver Boulevard, Suite I, Los Angeles, CA 90066, on or before the Voting Deadline;

and it is further

ORDERED that the following general voting procedures and standard assumptions be used in tabulating ballots:

(a) Except to the extent the Debtors otherwise determine, after consultation with the Committee and the Prepetition Lenders, or as permitted by the Court, Ballots received after the Voting Deadline will not be accepted or counted by the Debtors in connection with the Debtors' request for confirmation of the Plan, provided, however, that the Committee and the Prepetition Lenders shall retain their rights to object to such determinations to accept late ballots;

(b) Creditors shall not split their vote within a claim; thus, each creditor shall be deemed to have voted the full amount of its claims either to accept or reject the Plan;

(c) Ballots will not be counted, including for the purpose of section 1126(e) of the Bankruptcy Code, which (i) do not indicate an acceptance or rejection of the Plan or (ii) indicate both an acceptance and rejection of the Plan;

(d) Creditors holding claims in more than one Class under the Plan, may receive more than one Ballot coded for each different Class; however, each Ballot votes only those claims indicated on that Ballot;

(e) The method of delivery of Ballots to be sent to the Solicitation Agent is at the election and risk of each holder of a claim, but, except as otherwise provided in the Disclosure Statement, such delivery will be deemed made only when the original, executed Ballot is actually received by the Solicitation Agent;

(f) Delivery of the original, executed Ballot to the Solicitation Agent on or before the Voting Deadline is required. Delivery of a Ballot by facsimile, email or any other electronic means will not be accepted;

(g) No Ballot sent to the Debtors, any indenture trustee or agent, or the Debtors' financial or legal advisors shall be accepted or counted;

(h) The Debtors expressly reserve the right to amend at any time and from time to time the terms of the Plan (subject to compliance with section 1127 of the Bankruptcy Code and the terms of the Plan regarding modification). If the Debtors make material changes in the terms of the Plan or the Debtors waive a material condition, the Debtors will disseminate additional solicitation materials and will extend the solicitation, in each case to the extent directed by the Court;

(i) If multiple Ballots are received from or on behalf of an individual holder of a claim with respect to the same claims prior to the Voting Deadline, the last Ballot timely received will be deemed to reflect the voter's intent and to supersede and revoke any prior Ballot;

(j) If a Ballot is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person shall be required to indicate such capacity when signing and, unless otherwise determined by the Debtors, must submit proper evidence satisfactory to the Debtors to so act on behalf of a beneficial interest holder;

(k) The Debtors, in their reasonable judgment, after consultation with the Committee and the Prepetition Lenders, subject to contrary order of the Court, may waive any defect in any Ballot at any time, either before or after the clo se of voting, and without notice. Except as otherwise provided herein, unless the Ballot being furnished is timely submitted on or prior to the Voting Deadline, the Debtors may, in their reasonable judgment, after consultation with the Committee and the Prepetition Lenders, reject such Ballot as invalid and, therefore, not count it in connection with confirmation of the Plan. Notwithstanding anything contained herein, the Committee and the Prepetition Lenders shall retain their rights to object to such determinations;

(l) Unless otherwise ordered by the Court, all questions as to the validity, eligibility (including time of receipt) and revocation or withdrawal of Ballots will be determined by the Debtors in their reasonable judgment, after consultation with the Committee and the Prepetition Lenders, provided, however, that the Committee and the Prepetition Lenders shall retain their rights to object to such determinations;

(m) Any motions filed with this Court pursuant to section 1126(e) of the Bankruptcy Code shall be heard on or before the Confirmation Hearing;

(n) Any holder of impaired claims who has delivered a valid Ballot voting on the Plan may withdraw such vote solely in accordance with Bankruptcy Rule 3018(a);

(o) Subject to any contrary order of the Court, the Debtors reserve the right, in the their reasonable judgment after consultation with the Committee and the Prepetition Lenders, to reject any and all Ballots not proper in form, the acceptance of which would, in the opinion of the Debtors or their counsel, not be in accordance with the provisions of the Bankruptcy Code, provided, however, that the Committee and the Prepetition Lenders shall retain their rights to object to such determinations;

(p) Subject to any contrary order of the Court, the Debtors further reserve the right, in the their reasonable judgment after consultation with the Committee and the Prepetition Lenders, to waive any defects or irregularities or conditions of delivery as to any particular Ballot, unless otherwise directed by the Court, provided, however, that the Committee and the Prepetition Lenders shall retain their rights to object to such determinations;

(q) Except as specifically contemplated by this Order, neither the Debtors, nor any other person or entity, will be under any duty to provide notification of defects or irregularities with respect to deliveries of Ballots, nor will any of them incur any liabilities for failure to provide such notification. Unless otherwise directed by the Court, delivery of such Ballots will not be deemed to have been made until such irregularities have been cured or waived. Ballots previously furnished (as to which any irregularities have not previously been cured or waived) will not be counted;

(r) No fees or commissions or other remuneration will be payable to any broker, dealer or other person for soliciting Ballots to accept the Plan;

(s) The Ballot is not a letter of transmittal and may not be used for any purpose other than to vote to accept or reject the Plan; and

(t) The Ballot does not constitute, and shall not be deemed to be, a proof of claim or any assertion or admission of a claim; and it is further

ORDERED that the Confirmation Hearing Notice, substantially in the form attached hereto as Exhibit C, is hereby approved; and it is further

ORDERED that the Debtors shall distribute the Confirmation Hearing Notice within five (5) business days after entry of the order approving the Disclosure Statement to (i) the U.S. Trustee, (ii) counsel to the agent of the prepetition secured lenders and proposed debtors in possession lender, (iii) counsel to the Committee, (iv) all creditors on the list of creditors maintained by the Debtors' Solicitation Agent in these Chapter 11 Cases and (v) those parties who requested notice pursuant to Bankruptcy Rule 2002; and it is further

ORDERED that, within five (5) business days after entry of the Order approving the Disclosure Statement, the Debtors shall publish the Confirmation Hearing Notice one time in the national edition of the Wall Street Journal and the Louisville Courie r-Journal; and it is further

ORDERED that, consistent with section 1126 of the Bankruptcy Code and Bankruptcy Rule 3017(d), Solicitation Packages shall not be distributed to (i) holders of claims against the Debtors that are placed in a class under the Plan that is deemed to accept or reject the Plan under section 1126 of the Bankruptcy Code (Classes 3, 5, 6 and 7), (ii) those persons requesting notice pursuant to Bankruptcy Rule 2002 who are not entitled to vote to accept or reject the Plan or (iii) those persons listed on the master creditor matrix who are not entitled to vote to accept or reject the Plan (collectively, the "Non-Voting Parties"), but such Non-Voting Parties shall receive notice of the Plan and Disclosure Statement, including instructions on how to obtain copies of the Solicitation Package, if so desired; and it is further

ORDERED that the Non-Voting Notices, substantially in the forms attached hereto as Exhibit C, are hereby approved; and it is further

ORDERED that on or before September 3, 2004, the Debtors shall file with the Court, a schedule of all Causes of Action (as defined in the Plan) pursuant to Article I.B.17 of the Plan, irrespective of whether such Causes of Action are subject to the releases, exculpatory provisions and injunctions described in Article X of the Plan; and it is further

ORDERED that the Debtors are excused from re-mailing Solicitation Packages or Notices, as the case may be, to those entities whose addresses differ from the addresses in the claims register or the Debtors' records as of the Voting Record Date; and it is further

ORDERED that the Debtors are authorized and empowered to take all actions and execute such other documents as may be necessary to implement the relief granted herein; and it is further

ORDERED that, notwithstanding anything contained herein, the Committee shall retain its right to object to the confirmation of the Plan; and it is further

ORDERED that this Court shall retain jurisdiction with respect to all matters arising from or related to the implementation of this Order.

Exhibit A

UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF KENTUCKY LOUISVILLE DIVISION

In re: ) Chapter 11 ) Jillian's Entertainment Holdings, Inc., ) Case No. 04-33192 et al., ) (Jointly Administered) ) Debtors. )

The Debtors are the following entities: Jillian's Entertainment Holdings, Inc., Jillian's Entertainment Corporation, Derby City Promotions, Inc., Jillian's America Live of Minneapolis, Inc., Jillian's Billiard Café 11 of Raleigh, NC, Inc., Jillian's Billiard Café of Akron, Inc., Jillian's Billiard Café of Columbia, South Carolina, Inc., Jillian's Billiard Café of Raleigh, NC, Inc., Jillian's Billiard Club of Annapolis, Inc., Jillian's Billiard Club of Champaign Urbana, Inc., Jillian's Billiard Club of Champaign Urbana, LP, Jillian's Billiard Club of Charlotte, NC, Inc., Jillian's Billiard Club of Cleveland Heights, Inc., Jillian's Billiard Club of Cleveland Heights, LP, Jillian's Billiard Club of Cleveland, Inc., Jillian's Billiard Club of Louisville, Kentucky, Inc., Jillian's Billiard Club of Manchester, NH, Inc., Jillian's Billiard Club of Pasadena, Inc., Jillian's Billiard Club of Seattle, Inc., Jillian's Billiard Club of Tacoma, Inc., Jillian's Billiard Club of Worcester, Inc., Jillian's Billiard Club of Worcester, LP, Jillian's Gators of Minneapolis, Inc., Jillian's Inc., Jillian's Knuckleheads of Minneapolis, Inc., Jillian's Management Company, Inc., Jillian's of Albany, NY, Inc., Jillian's of Arundel, MD, Inc., Jillian's of Concord, NC, Inc., Jillian's of Covington, Kentucky, Inc., Jillian's of Farmingdale, NY, Inc., Jillian's of Franklin, PA, Inc., Jillian's of Gwinnett, GA, Inc., Jillian's of Hollywood, CA, Inc., Jillian's of Houston, TX, Inc., Jillian's of Indianapolis, IN, Inc., Jillian's of Katy, TX, Inc., Jillian's of Memphis, TN, Inc., Jillian's of Minneapolis, MN, Inc., Jillian's of Montreal, Inc., Jillian's of Nashville, TN, Inc., Jillian's of Norfolk, VA, Inc., Jillian's of Rochester, NY, Inc., Jillian's of San Francisco, CA, Inc., Jillian's of Scottsdale, AZ, Inc., Jillian's of Westbury, NY, Inc., Jillian's of Youngstown, OH, Inc., and River Vending, Inc.

BALLOT FOR ACCEPTING OR REJECTING THE DEBTORS' FIRST AMENDED JOINT LIQUIDATING PLAN OF REORGANIZATION OF JILLIAN'S ENTERTAINMENT HOLDINGS, INC. AND CERTAIN OF ITS SUBSIDIARIES PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE CLASS 1: PREPETITION LENDER SECURED CLAIMS PLEASE READ AND FOLLOW THE ENCLOSED VOTING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THE BALLOT. PLEASE CHECK THE APPROPRIATE BOX BELOW TO INDICATE YOUR ACCEPTANCE OR REJECTION OF THE PLAN. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS CONTAINED IN THE MATERIALS MAILED WITH THIS BALLOT OR OTHER MATERIALS AUTHORIZED BY THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF KENTUCKY, LOUISVILLE DIVISION (THE "BANKRUPTCY COURT").

This Ballot is being sent to you because you are a Holder of a Class 1 Prepetition Lender Secured Claim and, accordingly, you have a right to vote to accept or reject the Debtors' First Amended Joint Liquidating Plan of Reorganization of Jillian's Entertainment Holdings, Inc. and Certain of Its Subsidiaries Pursuant To Chapter 11 of The United States Bankruptcy Code (the "Plan"). Your rights are described in the First Amended Disclosure Statement for the First Amended Joint Liquidating Plan of Reorganization of Jillian's Entertainment Holdings, Inc. and Certain of Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code (the "Disclosure Statement") and the Plan. All capitalized terms not defined herein shall have the same meanings set forth in the Disclosure Statement and the Plan. This Ballot may not be used for any purpose other than for casting votes to accept or reject the Plan and making certain certifications with respect thereto. If you believe you have received this Ballot in error, please contact the Solicitation Agent (as defined herein).

The Plan can be confirmed by the Bankruptcy Court if it is accepted by the Holders of at least two-thirds in dollar amount and more than one-half in number of Claims that actually vote in the Class of Claims voting on the Plan. In the event the requisite acceptances are not obtained, the Bankruptcy Court may nevertheless confirm the Plan if the Bankruptcy Court finds that the Plan accords fair and equitable treatment to the Class or Classes rejecting it and otherwise satisfies the requirements of section 1129(b) of the Bankruptcy Code.

BALLOTS CAST BY FACSIMILE, E-MAIL OR OTHER ELECTRONIC MEANS WILL NOT BE COUNTED

PART I WHO SHOULD USE THIS BALLOT; HOW TO USE THIS BALLOT

This Ballot is to be used by Holders of Class 1 Prepetition Lender Secured Claims. This Ballot may not be used for any purpose other than for casting votes to accept or reject the Plan. This Ballot does not constitute, and shall not be deemed to be, a proof of Claim or an assertion or admission of a Claim.

THIS BALLOT IS ACCOMPANIED BY A SELF-ADDRESSED RETURN ENVELOPE. YOUR VOTE MUST BE RECEIVED BY JILLIAN'S BALLOT PROCESSING, C/O KURTZMAN CARSON CONSULTANTS LLC (THE "SOLICITATION AGENT") BY 4:30 P.M., PREVAILING LOUISVILLE, KENTUCKY TIME, ON OR BEFORE SEPTEMBER 30, 2004 (THE "VOTING DEADLINE"), UNLESS THE BANKRUPTCY COURT EXTENDS THE PERIOD DURING WHICH VOTES WILL BE ACCEPTED BY THE DEBTORS, IN WHICH CASE THE TERM "VOTING DEADLINE" FOR SUCH SOLICITATION SHALL MEAN THE LAST TIME AND DATE TO WHICH SUCH SOLICITATION IS EXTENDED.

PART II ITEMS ON THE BALLOT

Item 1. Principal Amount of Class 1 Prepetition Lender Secured Claims Voted.

The undersigned certifies that as of the Voting Record Date, the undersigned was the Holder of Class 1 Prepetition Lender Secured Claims against one or more of the Debtors in the following aggregate, unpaid principal amount (insert amount in box below)

$ ___________

Item 2. Class 1 Vote.

THE DEBTORS RECOMMEND THAT YOU ACCEPT THE PLAN BY CHECKING THE "TO ACCEPT THE PLAN" BOX IN ITEM 2

The Holder of the Class 1 Claims set forth in Item 1 votes (please check one):

TO ACCEPT THE PLAN CHECK HERE TO REJECT THE PLAN CHECK HERE NOTE: Each Holder of Class 1 Prepetition Lender Secured Claims must vote all of its Class 1 Prepetition Lender Secured Claims either to accept or reject the Plan, and may not split such vote. ANY BALLOT WHICH IS EXECUTED BY THE HOLDER OF AN ALLOWED CLAIM BUT WHICH DOES NOT INDICATE AN ACCEPTANCE OR REJECTION OR WHICH INDICATES BOTH AN ACCEPTANCE AND A REJECTION OF THE PLAN SHALL NOT BE COUNTED (INCLUDING FOR PURPOSES OF 1126(e) OF THE BANKRUPTCY CODE). A VOTE TO ACCEPT THE PLAN CONSTITUTES AN ACCEPTANCE AND ASSENT TO THE MUTUAL RELEASES SET FORTH IN THE PLAN. PLEASE SEE ARTICLE X.F.2 OF THE PLAN FOR FURTHER INFORMATION ABOUT THE MUTUAL RELEASES. Item 3. Certifications.

By signing this Ballot, the voter certifies to the Bankruptcy Court and the Debtors that:

(i) such Person or Entity is the Holder of the aggregate face amount of the Class 1 Claims set forth in Item 1 herein and has full power and authority to vote to accept or reject the Plan;

(ii) such Person or Entity has received and reviewed a copy of the Disclosure Statement, the Plan, and related Ballots and acknowledges that the solicitation of votes to accept or reject the Plan is being made pursuant to the terms and conditions set forth therein;

(iii) such Person or Entity has cast the same vote on every Ballot completed by such Person or Entity with respect to holdings of Class 1 Claims;

(iv) no other Ballots with respect to the Class 1 Claims identified in Item 1 have been cast or, if any other Ballots have been cast with respect to such Class 1 Claims, such earlier Ballots are hereby revoked;

(v) such Person or Entity is eligible to be treated as the Holder of such Class 1 Claims for purposes of voting on the Plan;

(vi) (a) the Debtors have made available to such Person or Entity or its agents all documents and information relating to the Plan and related matters reasonably requested by or on behalf of such Person or Entity, and (b) except for information provided by the Debtors in writing, and by its own agents, such Person or Entity has not relied on any statements made or other information received from any Person with respect to the Plan; and

(vii) all authority conferred or agreed to be conferred pursuant to this Ballot, and every obligation of the undersigned hereunder shall be binding upon the transferees, successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned.

If the Holder entitled to vote is a corporation, please sign in corporate name by authorized officer, or if a partnership, please sign in partnership name by authorized person.

Dated: ____________ Name: __________________________________ (Print or Type)

Social Security or Tax I.D. No.: _______

Signature: _____________________________

By: ____________________________________ (If Appropriate)

Title: _________________________________ (If Appropriate)

Telephone Number: _______________________

Street Address: _________________________

City, State and Zip Code: _______________

PLEASE COMPLETE, SIGN AND DATE THE BALLOT AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. YOUR BALLOT MUST BE RECEIVED BY:

Jillian's Ballot Processing c/o Kurtzman Carson Consultants LLC 12910 Culver Blvd., Suite I Los Angeles, CA 90066

BY 4:30 P.M., PREVAILING LOUISVILLE, KENTUCKY TIME, ON OR BEFORE THE VOTING DEADLINE, UNLESS THE BANKRUPTCY COURT EXTENDS THE PERIOD DURING WHICH VOTES WILL BE ACCEPTED BY THE DEBTORS, IN WHICH CASE THE TERM "VOTING DEADLINE" FOR SUCH SOLICITATION SHALL MEAN THE LAST TIME AND DATE TO WHICH SUCH SOLICITATION IS EXTENDED OR YOUR VOTE WILL NOT BE COUNTED. APPENDIX A VOTING INSTRUCTIONS FOR COMPLETING THE CLASS 1 BALLOT

The Debtors are soliciting your vote with respect to the Debtors' First Amended Joint Liquidating Plan of Reorganization of Jillian's Entertainment Holdings, Inc. and Certain of Its Subsidiaries Pursuant to Chapter 11 of The United States Bankruptcy Code (the "Plan"). Capitalized terms not defined herein shall have the meanings ascribed to them in the Plan and the First Amended Disclosure Statement for the First Amended Joint Liquidating Plan of Reorganization of Jillian's Entertainment Holdings, Inc. and Certain of Its Subsidiaries Pursuant to Chapter 11 of The United States Bankruptcy Code (the "Disclosure Statement"). The Debtors also reserve the right, pursuant to the terms and conditions set forth in the Plan, to seek confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code. Please review the Plan and the Disclosure Statement carefully before you vote. The attached Ballot may not be used for any purpose other than to cast votes to accept or reject the Plan.

To have your vote count, you must complete, sign and return the attached Ballot so that it is received by Kurtzman Carson Consultants LLC (the "Solicitation Agent") at the address set forth on the enclosed return envelope, at Jillian's Ballot Processing, c/o Kurtzman Carson Consultants LLC, 12910 Culver Boulevard, Suite I, Los Angeles, CA, 90066, no later than 4:30 p.m., prevailing Louisville, Kentucky time on the Voting Deadline, unless the Debtors, in their reasonable judgment after consultation with the Committee and Prepetition Lenders, extend the period during which Ballots will be accepted by the Debtors, in which case the term "Voting Deadline" for such solicitation shall mean the last time and date to which such solicitation is extended. Notice of such extension shall be given by the Debtors in a manner deemed appropriate by the Debtors, in the Debtors' reasonable judgment after consultation with the Committee and the Prepetition Lenders. Notwithstanding anything contained herein, the Committee and the Prepetition Lenders shall retain their rights to object to such extensions.

1. The Plan can be confirmed by the Bankruptcy Court, and therefore made binding on you, if for either Class 1, 2 or 4 (i) the Holders of at least two-thirds in dollar amount of the Allowed Claims actually voting in such Class have voted to accept the Plan and (ii) the Holders of more than one-half in number of the Allowed Claims actually voting in such Class have voted to accept the Plan. The Debtors also reserve the right, pursuant to the terms and conditions set forth in the Plan, to seek Confirmation of the Plan pursuant to section 1129(b) of the Bankruptcy Code. Please review the Disclosure Statement for more information.

2. To ensure that your vote is counted, you must (i) complete the Ballot, (ii) indicate your decision either to accept or reject the Plan in the boxes provided in Item 2 of the Ballot and (iii) sign and return the Ballot in the enclosed prepaid envelope so that it is received by the Solicitation Agent no later than 4:30 p.m., prevailing Louisville, Kentucky time on the Voting Deadline.

3. If a Ballot is received after the Voting Deadline, it will not be counted unless the Debtors, in their reasonable judgment after consultation with the Committee and the Prepetition Lenders, decide otherwise; provided, however, that the Committee and the Prepetition Lenders shall retain their rights to object to such determination to accept late Ballots. Except as otherwise provided herein, delivery of Ballots will be deemed made only when the original executed Ballot is actually received by the Solicitation Agent. In all cases, sufficient time should be allowed to assure timely delivery. Delivery of a Ballot to the Solicitation Agent by facsimile, e-mail or any other electronic means will not be accepted. No Ballot should be sent to the Debtors or the Debtors' Professionals.

4. Any Holder who has delivered a valid Ballot voting on the Plan may withdraw such vote solely in accordance with Bankruptcy Rule 3018(a).

5. If multiple Ballots are received from an individual Holder with respect to the same Claims prior to the Voting Deadline, the last Ballot timely received will supersede and revoke any earlier received Ballot.

6. All Holders must vote all of their Claims within a particular Class either to accept or reject the Plan and may not split their vote. Accordingly, a Ballot that partially rejects and partially accepts the Plan will not be counted.

7. Any Ballot which is executed by the Holder of an Allowed Claim but which does not indicate an acceptance or rejection or which indicates both an acceptance and a rejection of the Plan shall not be counted (including for purposes of Section 1126(e) of the Bankruptcy Code).

8. The Debtors, in their reasonable judgment, after consultation with the Committee and the Prepetition Lenders, subject to contrary order of the Bankruptcy Court, may waive any defect in any Ballot at any time, either before or after the close of voting and without notice. Except as otherwise provided herein, unless the Ballot being furnished is timely submitted on or prior to the Voting Deadline, the Debtors may, in their reasonable judgment, after consultation with the Committee and the Prepetition Lenders, reject such Ballot as invalid and, therefore, not count it in connection with confirmation of the Plan. Notwithstanding anything contained herein, the Committee and the Prepetition Lenders shall retain their rights to object to such determinations.

9. Any motions filed with this Bankruptcy Court pursuant to section 1126(e) of the Bankruptcy Code shall be heard on or before the Confirmation Hearing.

10. Unless otherwise ordered by the Bankruptcy Court, all questions as to the validity, eligibility (including time of receipt) and revocation or withdrawal of Ballots will be determined by the Debtors in their reasonable judgment, after consultation with the Committee and the Prepetition Lenders, provided, however, that the Committee and the Prepetition Lenders shall retain their rights to object to such determinations.

11. Subject to any contrary order of the Bankruptcy Court, the Debtors further reserve the right, in their reasonable judgment after consultation with the Committee and the Prepetition Lenders, to waive any defects or irregularities or conditions of delivery as to any particular Ballot, unless otherwise directed by the Bankruptcy Court, provided, however, that the Committee and the Prepetition Lenders shall retain their rights to object to such determination.

12. The Debtors reserve the right to withdraw or amend the Plan at any time (subject to compliance with section 1127 of the Bankruptcy Code and the terms of the Plan regarding modification). If the Debtors make material changes in the terms of the Plan or the Debtors waive a material condition, the Debtors will disseminate additional solicitation materials and will extend the solicitation, in each case to the extent directed by the Bankruptcy Court.

13. Unless waived or as ordered by the Bankruptcy Court, any defects or irregularities in connection with deliveries of Ballots must be cured within such time as the Debtors (or the Bankruptcy Court) determine in their reasonable judgment after consultation with the Committee and Prepetition Lenders, and unless otherwise ordered by the Bankruptcy Court, delivery of such Ballots will not be deemed to have been made until such irregularities have been cured or waived. Ballots previously furnished (and as to which any irregularities have not been cured or waived) will not be counted.

14. Except as specifically contemplated by the Solicitation Order, neither the Debtors nor any other person or entity, will be under any duty to provide notification of defects or irregularities with respect to deliveries of Ballots, nor will any of them incur any liabilities for failure to provide such notification. Unless otherwise directed by the Court, delivery of such Ballots will not be deemed to have been made until such irregularities have been cured or waived. Ballots previously furnished (as to which any irregularities have not previously been cured or waived) will not be counted.

The Solicitation Order shall mean the Order (A) Approving the Adequacy of the Debtors' Disclosure Statement; (B) Approving Form of Ballots, Voting Deadline and Solicitation Procedures; and (C) Approving Form and Manner of Notices.

15. No fees or commissions or other remuneration will be payable to any broker, dealer or other person for soliciting Ballots accepting the Plan.

16. The Ballot is not a letter of transmittal and may not be used for any purpose other than to vote to accept or reject the Plan.

17. The Ballot does not constitute, and shall not be deemed to be, a proof of Claim or an assertion or admission of a Claim.

18. Please be sure to sign and date your Ballot. If a Ballot is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person shall be required to indicate such capacity when signing and, unless otherwise determined by the Debtors, must submit proper evidence satisfactory to the Debtors to so act on behalf of a beneficial interest holder. In addition, please provide your name and mailing address if different from that set forth on the attached mailing label or if no such mailing label is attached to the Ballot.

19. If you hold Claims in more than one Class under the Plan, you may receive more than one Ballot coded for each different Class. Each Ballot votes only your Claims indicated on that Ballot. Please complete and return each Ballot you received.

20. The Ballot must be returned in sufficient time to allow it to be RECEIVED by the Solicitation Agent by no later than 4:30 p.m., prevailing Louisville, Kentucky time, on or before the Voting Deadline. If you believe you have received the wrong Ballot, please contact the Solicitation Agent immediately.

PLEASE COMPLETE, SIGN AND DATE THE BALLOT AND RETURN IT IN THE ENVELOPE PROVIDED. PLEASE RETURN YOUR BALLOT PROMPTLY! IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, PLEASE CALL THE SOLICITATION AGENT AT (866) 381-9100 × 509 OR VISIT THEIR WEBSITE AT WWW.KCCLLC.NET/JILLIANS.

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU, OR ANY OTHER PERSON, THE AGENT OF THE DEBTORS OR THE SOLICITATION AGENT, OR AUTHORIZE YOU, OR ANY OTHER PERSON, TO USE ANY OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE PLAN, EXCEPT FOR THE STATEMENTS CONTAINED IN THE DOCUMENTS ENCLOSED HEREWITH.

THE METHOD OF DELIVERY OF A BALLOT TO THE SOLICITATION AGENT IS AT THE SOLE ELECTION AND RISK OF EACH PERSON OR ENTITY. EXCEPT AS OTHERWISE PROVIDED HEREIN, SUCH DELIVERY WILL BE DEEMED MADE ONLY WHEN THE ORIGINAL, EXECUTED BALLOT IS ACTUALLY RECEIVED BY THE SOLICITATION AGENT. INSTEAD OF EFFECTING DELIVERY BY MAIL, IT IS RECOMMENDED, THOUGH NOT REQUIRED, THAT SUCH PERSONS OR ENTITIES USE OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. DELIVERY OF A BALLOT BY FACSIMILE, E-MAIL OR ANY OTHER ELECTRONIC MEANS WILL NOT BE ACCEPTED. NO BALLOT SHOULD BE SENT TO THE DEBTORS OR THE DEBTORS' PROFESSIONALS.

UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF KENTUCKY LOUISVILLE DIVISION

In re: ) Chapter 11 ) Jillian's Entertainment Holdings, Inc., ) Case No. 04-33192 et al.,^fn1 ) (Jointly Administered) ) Debtors. )

BALLOT FOR ACCEPTING OR REJECTING THE DEBTORS' FIRST AMENDED JOINT LIQUIDATING PLAN OF REORGANIZATION OF JILLIAN'S ENTERTAINMENT HOLDINGS, INC. AND CERTAIN OF ITS SUBSIDIARIES PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE CLASS 2: OTHER SECURED CLAIMS PLEASE READ AND FOLLOW THE ENCLOSED VOTING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THE BALLOT. PLEASE CHECK THE APPROPRIATE BOX BELOW TO INDICATE YOUR ACCEPTANCE OR REJECTION OF THE PLAN. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS CONTAINED IN THE MATERIALS MAILED WITH THIS BALLOT OR OTHER MATERIALS AUTHORIZED BY THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF KENTUCKY, LOUISVILLE DIVISION (THE "BANKRUPTCY COURT").

This Ballot is being sent to you because you are a Holder of a Class 2 Other Secured Claim and, accordingly, you have a right to vote to accept or reject the Debtors' Joint Liquidating Plan of Reorganization of Jillian's Entertainment Holdings, Inc. and Certain of Its Subsidiaries Pursuant To Chapter 11 of The United States Bankruptcy Code (the "Plan"). Your rights are described in the Disclosure Statement for the First Amended Joint Liquidating Plan of Reorganization of Jillian's Entertainment Holdings, Inc. and Certain of Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code (the "Disclosure Statement") and the Plan. All capitalized terms not defined herein shall have the same meanings set forth in the Disclosure Statement and the Plan. This Ballot may not be used for any purpose other than for casting votes to accept or reject the Plan and making certain certifications with respect thereto. If you believe you have received this Ballot in error, please contact the Solicitation Agent (as defined herein).

BALLOTS CAST BY FACSIMILE, E-MAIL OR OTHER ELECTRONIC MEANS WILL NOT BE COUNTED

PART I WHO SHOULD USE THIS BALLOT; HOW TO USE THIS BALLOT

This Ballot is to be used by Holders of Class 2 Other Secured Claims. This Ballot may not be used for any purpose other than for casting votes to accept or reject the Plan. This Ballot does not constitute, and shall not be deemed to be, a proof of Claim or an assertion or admission of a Claim.

PART II ITEMS ON THE BALLOT

Item 1. Principal Amount of Class 2 Other Secured Claims Voted.

The undersigned certifies that as of the Voting Record Date, the undersigned was the Holder of Class 2 Other Secured Claims against one or more of the Debtors in the following aggregate, unpaid principal amount (insert amount in box below)

$ _______________

Item 2. Class 2 Vote.

THE DEBTORS RECOMMEND THAT YOU ACCEPT THE PLAN BY CHECKING THE "TO ACCEPT THE PLAN" BOX IN ITEM 2

The Holder of the Class 2 Claims set forth in Item 1 votes (please check one):

TO ACCEPT THE PLAN CHECK HERE TO REJECT THE PLAN CHECK HERE NOTE: Each Holder of Class 2 Other Secured Claims must vote all of its Class 2 Other Secured Claims either to accept or reject the Plan, and may not split such vote. ANY BALLOT WHICH IS EXECUTED BY THE HOLDER OF AN ALLOWED CLAIM BUT WHICH DOES NOT INDICATE AN ACCEPTANCE OR REJECTION OR WHICH INDICATES BOTH AN ACCEPTANCE AND A REJECTION OF THE PLAN SHALL BE DEEMED AN ACCEPTANCE OF THE PLAN. A VOTE TO ACCEPT THE PLAN CONSTITUTES AN ACCEPTANCE AND ASSENT TO THE MUTUAL RELEASES SET FORTH IN THE PLAN. PLEASE SEE ARTICLE X.F.2 OF THE PLAN FOR FURTHER INFORMATION ABOUT THE MUTUAL RELEASES. Item 3. Certifications.

By signing this Ballot, the voter certifies to the Bankruptcy Court and the Debtors that:

(i) such Person or Entity is the Holder of the aggregate face amount of the Class 2 Claims set forth in Item 1 herein and has full power and authority to vote to accept or reject the Plan;

(ii) such Person or Entity has received and reviewed a copy of the Disclosure Statement, the Plan, and related Ballots and acknowledges that the solicitation of votes to accept or reject the Plan is being made pursuant to the terms and conditions set forth therein;

(iii) such Person or Entity has cast the same vote on every Ballot completed by such Person or Entity with respect to holdings of Class 2 Claims;

(iv) no other Ballots with respect to the Class 2 Claims identified in Item 1 have been cast or, if any other Ballots have been cast with respect to such Class 2 Claims, such earlier Ballots are hereby revoked;

(v) such Person or Entity is eligible to be treated as the Holder of such Class 2 Claims for purposes of voting on the Plan;

(vi) (a) the Debtors have made available to such Person or Entity or its agents all documents and information relating to the Plan and related matters reasonably requested by or on behalf of such Person or Entity, and (b) except for information provided by the Debtors in writing, and by its own agents, such Person or Entity has not relied on any statements made or other information received from any Person with respect to the Plan; and

(vii) all authority conferred or agreed to be conferred pursuant to this Ballot, and every obligation of the undersigned hereunder shall be binding upon the transferees, successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned.

If the Holder entitled to vote is a corporation, please sign in corporate name by authorized officer, or if a partnership, please sign in partnership name by authorized person.

Dated: _________

Name: ______________________________ (Print or Type)

Social Security or Tax I.D. No.: ____

Signature: __________________________

By: _________________________________ (If Appropriate)

Title:_______________________________ (If Appropriate)

Telephone Number:____________________

Street Address:______________________

City, State and Zip Code:____________

PLEASE COMPLETE, SIGN AND DATE THE BALLOT AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. YOUR BALLOT MUST BE RECEIVED BY: Jillian's Ballot Processing c/o Kurtzman Carson Consultants LLC 12910 Culver Blvd., Suite I Los Angeles, CA 90066 BY 4:30 P.M., PREVAILING LOUISVILLE, KENTUCKY TIME, ON OR BEFORE THE VOTING DEADLINE, UNLESS THE BANKRUPTCY COURT EXTENDS THE PERIOD DURING WHICH VOTES WILL BE ACCEPTED BY THE DEBTORS, IN WHICH CASE THE TERM "VOTING DEADLINE" FOR SUCH SOLICITATION SHALL MEAN THE LAST TIME AND DATE TO WHICH SUCH SOLICITATION IS EXTENDED OR YOUR VOTE WILL NOT BE COUNTED. APPENDIX A VOTING INSTRUCTIONS FOR COMPLETING THE CLASS 2 BALLOT

4. Any Holder who has delivered a valid Ballot voting on the Plan may withdraw such vote solely in accordance with Bankruptcy Rule 3018(a).

9. Any motions filed with this Bankruptcy Court pursuant to section 1126(e) of the Bankruptcy Code shall be heard on or before the Confirmation Hearing.

14. Except as specifically contemplated by the Solicitation Order,^fn1a neither the Debtors nor any other person or entity, will be under any duty to provide notification of defects or irregularities with respect to deliveries of Ballots, nor will any of them incur any liabilities for failure to provide such notification. Unless otherwise directed by the Court, delivery of such Ballots will not be deemed to have been made until such irregularities have been cured or waived. Ballots previously furnished (as to which any irregularities have not previously been cured or waived) will not be counted.

15. No fees or commissions or other remuneration will be payable to any broker, dealer or other person for soliciting Ballots accepting the Plan.

16. The Ballot is not a letter of transmittal and may not be used for any purpose other than to vote to accept or reject the Plan.

17. The Ballot does not constitute, and shall not be deemed to be, a proof of Claim or an assertion or admission of a Claim.

PLEASE COMPLETE, SIGN AND DATE THE BALLOT AND RETURN IT IN THE ENVELOPE PROVIDED. PLEASE RETURN YOUR BALLOT PROMPTLY! IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, PLEASE CALL THE SOLICITATION AGENT AT (866) 381-9100 x 509 OR VISIT THEIR WEBSITE AT WWW.KCCLLC.NET/JILLIANS.

THE METHOD OF DELIVERY OF A BALLOT TO THE SOLICITATION AGENT IS AT THE SOLE ELECTION AND RISK OF EACH PERSON OR ENTITY. EXCEPT AS OTHERWISE PROVIDED HEREIN, SUCH DELIVERY WILL BE DEEMED MADE ONLY WHEN THE ORIGINAL, EXECUTED BALLOT IS ACTUALLY RECEIVED BY THE SOLICITATION AGENT. INSTEAD OF EFFECTING DELIVERY BY MAIL, IT IS RECOMMENDED, THOUGH NOT REQUIRED, THAT SUCH PERSONS OR ENTITIES USE OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. DELIVERY OF A BALLOT BY FACSIMILE, E-MAIL OR ANY OTHER ELECTRONIC MEANS WILL NOT BE ACCEPTED. NO BALLOT SHOULD BE SENT TO THE DEBTORS OR THE DEBTORS' PROFESSIONALS.

UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF KENTUCKY LOUISVILLE DIVISION

In re: ) Chapter 11 ) Jillian's Entertainment Holdings, Inc., ) Case No. 04-33192 et al.,^fn1 ) (Jointly Administered) ) Debtors. )

BALLOT FOR ACCEPTING OR REJECTING THE DEBTORS' FIRST AMENDED JOINT LIQUIDATING PLAN OF REORGANIZATION OF JILLIAN'S ENTERTAINMENT HOLDINGS, INC. AND CERTAIN OF ITS SUBSIDIARIES PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE CLASS 4: UNSECURED CLAIMS PLEASE READ AND FOLLOW THE ENCLOSED VOTING INSTRUCTIONS CAREFULLY BEFORE COMPLETING THE BALLOT. PLEASE CHECK THE APPROPRIATE BOX BELOW TO INDICATE YOUR ACCEPTANCE OR REJECTION OF THE PLAN. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, OTHER THAN WHAT IS CONTAINED IN THE MATERIALS MAILED WITH THIS BALLOT OR OTHER MATERIALS AUTHORIZED BY THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF KENTUCKY, LOUISVILLE DIVISION (THE "BANKRUPTCY COURT").

This Ballot is being sent to you because you are a Holder of a Class 4 Unsecured Claim and, accordingly, you have a right to vote to accept or reject the Debtors' Joint Liquidating Plan of Reorganization of Jillian's Entertainment Holdings, Inc. and Certain of Its Subsidiaries Pursuant To Chapter 11 of The United States Bankruptcy Code (the "Plan"). Your rights are described in the Disclosure Statement for the First Amended Joint Liquidating Plan of Reorganization of Jillian's Entertainment Holdings, Inc. and Certain of Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code (the "Disclosure Statement") and the Plan. All capitalized terms not defined herein shall have the same meanings set forth in the Disclosure Statement and the Plan. This Ballot may not be used for any purpose other than for casting votes to accept or reject the Plan and making certain certifications with respect thereto. If you believe you have received this Ballot in error, please contact the Solicitation Agent (as defined herein).

BALLOTS CAST BY FACSIMILE, E-MAIL OR OTHER ELECTRONIC MEANS WILL NOT BE COUNTED

PART I WHO SHOULD USE THIS BALLOT; HOW TO USE THIS BALLOT

This Ballot is to be used by Holders of Class 4 Unsecured Claims. This Ballot may not be used for any purpose other than for casting votes to accept or reject the Plan. This Ballot does not constitute, and shall not be deemed to be, a proof of Claim or an assertion or admission of a Claim.

THIS BALLOT IS ACCOMPANIED BY A SELF-ADDRESSED RETURN ENVELOPE. YOUR VOTE MUST BE RECEIVED BY JILLIAN'S BALLOT PROCESSING, C/O KURTZMAN CARSON CONSULTANTS LLC (THE "SOLICITATION AGENT") BY 4:30 P.M., PREVAILING LOUISVILLE, KENTUCKY TIME, ON OR BEFORE SEPTEMBER 30, 2004, (THE "VOTING DEADLINE"), UNLESS THE BANKRUPTCY COURT EXTENDS THE PERIOD DURING WHICH VOTES WILL BE ACCEPTED BY THE DEBTORS, IN WHICH CASE THE TERM "VOTING DEADLINE" FOR SUCH SOLICITATION SHALL MEAN THE LAST TIME AND DATE TO WHICH SUCH SOLICITATION IS EXTENDED.

PART II ITEMS ON THE BALLOT

Item 1. Principal Amount of Class 4 Unsecured Claims Voted.

The undersigned certifies that as of the Voting Record Date, the undersigned was the Holder of Class 4 Unsecured Claims against one or more of the Debtors in the following aggregate, unpaid principal amount (insert amount in box below).

Item 2. Class 4 Vote.

THE DEBTORS RECOMMEND THAT YOU ACCEPT THE PLAN BY CHECKING THE "TO ACCEPT THE PLAN" BOX IN ITEM 2

The Holder of the Class 4 Claims set forth in Item 1 votes (please check one):

TO ACCEPT THE PLAN CHECK HERE TO REJECT THE PLAN CHECK HERE NOTE: Each Holder of Class 4 Unsecured Claims must vote all of its Class 4 Unsecured Claims either to accept or reject the Plan, and may not split such vote. ANY BALLOT WHICH IS EXECUTED BY THE HOLDER OF AN ALLOWED CLAIM BUT WHICH DOES NOT INDICATE AN ACCEPTANCE OR REJECTION OR WHICH INDICATES BOTH AN ACCEPTANCE AND A REJECTION OF THE PLAN SHALL BE DEEMED AN ACCEPTANCE OF THE PLAN. A VOTE TO ACCEPT THE PLAN CONSTITUTES AN ACCEPTANCE AND ASSENT TO THE MUTUAL RELEASES SET FORTH IN THE PLAN. PLEASE SEE ARTICLE X.F.2 OF THE PLAN FOR FURTHER INFORMATION ABOUT THE MUTUAL RELEASES. Item 3. Certifications.

By signing this Ballot, the voter certifies to the Bankruptcy Court and the Debtors that:

(i) such Person or Entity is the Holder of the aggregate face amount of the Class 4 Claims sets forth in Item 1 herein and has full power and authority to vote to accept or reject the Plan;

(iii) such Person or Entity has cast the same vote on every Ballot completed by such Person or Entity with respect to holdings of Class 4 Claims;

(iv) no other Ballots with respect to the Class 4 Claims identified in Item 1 have been cast or, if any other Ballots have been cast with respect to such Class 4 Claims, such earlier Ballots are hereby revoked;

(v) such Person or Entity is eligible to be treated as the Holder of such Class 4 Claims for purposes of voting on the Plan;

If the Holder entitled to vote is a corporation, please sign in corporate name by authorized officer, or if a partnership, please sign in partnership name by authorized person.

Dated: ________ Name: ___________________________________ (Print or Type)

Social Security or Tax I.D. No.: ________

Signature: ______________________________

By: _____________________________________ (If Appropriate) Title: __________________________________ (If Appropriate)

Telephone Number: _______________________

Street Address: _________________________

City, State and Zip Code: _______________

PLEASE COMPLETE, SIGN AND DATE THE BALLOT AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.

YOUR BALLOT MUST BE RECEIVED BY:

Jillian's Ballot Processing c/o Kurtzman Carson Consultants LLC 12910 Culver Blvd., Suite I Los Angeles, CA 90066

4. Any Holder who has delivered a valid Ballot voting on the Plan may withdraw such vote solely in accordance with Bankruptcy Rule 3018(a).

9. Any motions filed with this Bankruptcy Court pursuant to section 1126(e) of the Bankruptcy Code shall be heard on or before the Confirmation Hearing.

15. No fees or commissions or other remuneration will be payable to any broker, dealer or other person for soliciting Ballots accepting the Plan.

16. The Ballot is not a letter of transmittal and may not be used for any purpose other than to vote to accept or reject the Plan.

17. The Ballot does not constitute, and shall not be deemed to be, a proof of Claim or an assertion or admission of a Claim.

THE METHOD OF DELIVERY OF A BALLOT TO THE SOLICITATION AGENT IS AT THE SOLE ELECTION AND RISK OF EACH PERSON OR ENTITY. EXCEPT AS OTHERWISE PROVIDED HEREIN, SUCH DELIVERY WILL BE DEEMED MADE ONLY WHEN THE ORIGINAL, EXECUTED BALLOT IS ACTUALLY RECEIVED BY THE SOLICITATION AGENT. INSTEAD OF EFFECTING DELIVERY BY MAIL, IT IS RECOMMENDED, THOUGH NOT REQUIRED, THAT SUCH PERSONS OR ENTITIES USE OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. DELIVERY OF A BALLOT BY FACSIMILE, E-MAIL OR ANY OTHER ELECTRONIC MEANS WILL NOT BE ACCEPTED. NO BALLOT SHOULD BE SENT TO THE DEBTORS OR THE DEBTORS' PROFESSIONALS.

Exhibit B MORRIS, NICHOLS, ARSHT TUNNELL 1201 NORTH MARKET STREET P.O. BOX 1347 WILMINGTON, DELAWARE 19899-1347 August 6, 2004

To: Unsecured Creditors of Jillian's Entertainment Holdings, Inc. and its affiliated debtors

Re: Jillian's Entertainment Holdings, Inc., et al., Case No. 04-33192 (Bankr. W.D. Ky.)

Dear Jillian's Unsecured Creditor:

This firm represents the Official Committee of Unsecured Creditors (the "Committee") of Jillian's Entertainment Holdings, Inc. and its affiliated debtors and debtors in possession (collectively, the "Debtors"). Enclosed with this letter you have received a copy of the First Amended Joint Liquidating Plan of Reorganization of Jillian's Entertainment Holdings, Inc. and Certain of Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code (the "Plan") and the related Disclosure Statement. Capitalized terms not otherwise defined in this letter have the meanings ascribed to such terms in the Plan and the Disclosure Statement. We urge each creditor of the Debtors to carefully read the Plan and the Disclosure Statement, which describes, among other things, the proposed treatment of the holders of Unsecured Claims (Class 4) and the holders of Subordinated Note Claims (Class 5).

Descriptions of the Plan and Disclosure Statement contained herein are qualified in their entirety by reference to the Plan and Disclosure Statement.

For the reasons stated below, based on the information currently available to the Committee, the Committee is unable to make a recommendation to unsecured creditors concerning whether to accept or reject the Plan. However, the Committee is transmitting this letter to unsecured creditors to highlight certain provisions of the Plan that unsecured creditors may wish to consider in determining whether to accept or reject the Plan and whether to object to confirmation of the Plan.

Current Status of the Bankruptcy Cases

Since its formation the Committee has advocated the interests of unsecured creditors in these cases. In particular, the Committee and certain of its professionals are presently investigating the existence and value of claims and certain causes of action. Additionally, the Committee and its counsel and financial advisor, J.H. Chapman Group, L.L.C., as appropriate, are exploring potential alternatives, if any, to the proposed sale transactions described in the Disclosure Statement that may be available, taking into consideration the Debtors' existing capital structure (see Disclosure Statement, § 2.B) and other relevant facts and circumstances.

The auction of the Debtors' operating assets and businesses is scheduled for September 21, 2004, with a sale hearing to follow on September 23, 2004. At present, however, it is not possible to predict the outcome of the auction and sale process.

The Plan

Introduction

The Plan contemplates the liquidation of the Debtors following the sale of substantially all of the Debtors' operating assets and businesses. The remaining assets of the estates will be transferred to one or more trusts to be created under the Plan to be administered in accordance with the Plan's terms.

Treatment of Unsecured Creditors

The Plan separately classifies and treats the holders of Unsecured Claims (Class 4) and the holders of Subordinated Note Claims (Class 5).

Unsecured Claims (Class 4). The holders of Unsecured Claims (Class 4) are impaired and entitled to vote on the Plan. Under the Plan the principal sources of recovery potentially available to the holders of Unsecured Claims are (a) an Unsecured Claims pool funded with $500,000 cash and (b) potential recoveries on certain Causes of Action, including Avoidance Actions, which are not encumbered by the Liens of the Prepetition Lenders or released pursuant to the Plan or otherwise. See discussion of Releases, Exculpatory Provisions and Injunctions, infra.

It is important for the holders of Unsecured Claims to consider the possibility that distributions to the holders of Unsecured Claims may be substantially diminished to the extent that claims asserted by the Prepetition Lenders and other secured creditors are not paid in full from the Sale Proceeds and other assets of the Debtors' estates encumbered by their Liens.

Subordinated Note Claims (Class 5). The Plan provides that holders of Subordinated Note Claims will not receive or retain any property on account of such claims. Accordingly, the Holders of Subordinated Note Claims (Class 5) are deemed to reject the Plan and are note entitled to vote on the Plan.

Releases, Exculpatory Provisions and Injunctions

The Plan contains broad releases, exculpatory provisions and injunctions (collectively, the "Release Provisions"). The effect of the Release Provisions may be to surrender certain claims and causes of action, including (i) Causes of Action that the estates may have against the Debtors' current and former directors, officers, employees, professionals and agents and (ii) Causes of Action that the estates may have against the Prepetition Lenders (collectively, the "Potential Actions"). The Disclosure Statement contains no information concerning the existence or value of such Potential Actions, and the Committee's investigation concerning the existence and value of Potential Actions is not yet complete. The possibility exists that the Potential Actions have value and that recoveries to unsecured creditors would be diminished if the Release Provisions are given effect.

Additionally, the Plan provides that the holders of Unsecured Claims who vote in favor of the Plan are deemed in exchange for accepting consideration under the Plan to forever release, waive and discharge (a) the current and former directors, officers and employees of any of the Debtors, (b) the Debtors' agents and Professionals, (c) each holder of a Prepetition Lender Secured Claim (i.e., the Prepetition Lenders), an Other Secured Claim and an Unsecured Claim that accepts the Plan, (d) each holder of a DIP Facility Claim and (e) the Plan Administrator from, among other things, virtually all claims, rights, causes of action and liabilities in any way relating to the Debtors, the Debtors' bankruptcy cases and the sale of the Debtors' assets. Therefore, if you are a holder of an Unsecured Claim and vote to accept the Plan, you are agreeing to release, waive and discharge claims, rights, causes of action and liabilities that you hold directly or indirectly against the parties identified above. Substantive Consolidation Proposed

The Plan provides for the substantive consolidation of the Debtors' estates for certain purposes including with respect to claims and distributions under the Plan. It is possible that the proposed substantive consolidation of the estates may adversely affect the recoveries of certain creditors.

Other Provisions of the Plan May Be Of Concern to Unsecured Creditors

Although it is not possible to identify in the context of this letter all provisions of the Plan that may affect the rights, claims and interests of unsecured creditors, certain additional aspects of the Plan my be of concern to unsecured creditors. The Committee urges unsecured creditors to consult with legal counsel and to carefully review the Plan and Disclosure Statement.

The Committee's Current Position Concerning the Plan

The Committee and its professionals presently are not in a position to make a recommendation to unsecured creditors whether to accept or reject the Plan. As noted above, the Committee and its professionals are continuing their investigation of Potential Actions and their efforts to identify alternatives to the proposed sales. In the event the Committee becomes aware of additional relevant information and determines that it is appropriate to communicate further to unsecured creditors concerning the Plan, the Committee reserves the right to do so. Additionally, the Committee expressly reserves all available objections to confirmation of the Plan.

If you have any questions after carefully reviewing the Plan and Disclosure Statement, please do not hesitate to contact the undersigned at (302) 575-5105.

Sincerely,

MORRIS, NICHOLS, ARSHT TUNNELL, Attorneys for the Official Committee of Unsecured Creditors

Eric D. Schwartz, Esquire Gregory W. Werkheiser, Esquire Gilbert R. Saydah, Jr., Esquire

cc: Committee :

Katy Mills Limited Partnership U.S. Foodservice, Inc. Simon Property Group, L.P., and certain of its related entities Peabody Place Centre, GP New Boston Albany Limited Partnership/New Boston

Co-Counsel to Committee :

Mark A. Robinson, Esquire Valenti Hanley Crooks, PLLC

Financial Advisors to Committee :

Robert Hill J.H. Chapman Group, L.L.C.

Exhibit C UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF KENTUCKY LOUISVILLE DIVISION

In re: ) Chapter 11 ) Jillian's Entertainment Holdings, Inc., ) Case No. 04-33192 et al.,^fn1 ) (Jointly Administered) ) Debtors. )

NOTICE OF (I) HEARING TO CONFIRM FIRST AMENDED JOINT LIQUIDATING PLAN OF REORGANIZATION AND (II) DATE BY WHICH TO FILE AND SERVE OBJECTIONS

HEARING TO CONFIRM THE PLAN. A hearing to confirm (the "Confirmation Hearing") the Debtors' First Amended Joint Liquidating Plan of Reorganization of Jillian's Entertainment Holdings, Inc. and Certain of Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code (the "Plan") will commence on October 25, 2004 at 10:30 a.m., prevailing Louisville, Kentucky time, before the Honorable David T. Stosberg, United States Bankruptcy Judge, United States Bankruptcy Court for the Western District of Kentucky, Louisville Division (the "Bankruptcy Court"). The Confirmation Hearing may be continued from time to time by announcing such continuance in open court or otherwise, without further notice to parties in interest. The Bankruptcy Court, in its discretion and prior to the Confirmation Hearing, may put in place additional procedures governing the Confirmation Hearing.

Capitalized terms not defined herein shall have the same meaning as ascribed in the Debtors' Plan or the First Amended Disclosure Statement for the First Amended Joint Liquidating Plan of Reorganization of Jillian's Entertainment Holdings, Inc. and Certain of Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code.

PLAN OBJECTION DEADLINE. The Bankruptcy Court has established September 30, 2004 at 4:30 p.m., prevailing Louisville, Kentucky time, as the last date and time for filing and serving objections to the confirmation of the Plan (the "Plan Objection Deadline"). All objections must state with particularity the legal and factual grounds for such objection, describe the nature and amount of the objector's claim, and provide, where applicable, the specific text that the objecting party believes to be appropriate to insert into the Plan.

In order to be considered by the Bankruptcy Court, objections, if any, to the Plan, must be in writing and must be both (a) filed by the Plan Objection Deadline so as to be actually RECEIVED by the Bankruptcy Court, and (b) served on the following notice parties, so that they are actually RECEIVED by 4:30 p.m., prevailing Louisville, Kentucky time, on or before the Plan Objection Deadline: Co-Counsel to the Debtors and Debtors in Possession Co-Counsel to the Debtors and Debtors in Possession Attn: James H.M. Sprayregen, P.C. Attn: Edward M. King, Esq. James W. Kapp III, Esq. Ryan S. Nadick, Esq. Attn: Ronald E. Gold, Esq. United States Trustee Debtors' Solicitation Agent Attn: Jonathan Carson Attn: Joseph Golden, Esq. Christopher R. Schepper Counsel for the Agent to the Prepetition Lenders and Counsel to the Committee Debtor in Possession Lender Attn: Vincenzo Paparo, Esq. Attn: Eric D. Schwartz, Esq. Michael E. Foreman, Esq. Gregory Werkheiser, Esq.

Kirkland Ellis LLP Frost Brown Todd LLC 200 East Randolph Drive 400 West Market Street, 32nd Floor Chicago, IL 60601 Louisville, KY 40202-3363 and 2200 PNC Center 201 East Fifth Street Cincinnati, OH 45202 Office of the United States Trustee Kurtzman Carson Consultants LLC 512 Gene Snyder Courthouse 12910 Culver Boulevard, Suite I 601 West Broadway Los Angeles, CA 90066 Louisville, KY 40202 Morris, Nichols, Arsht Tunnell Proskauer Rose LLP 1201 N. Market Street 1585 Broadway P.O. Box 1347 New York, NY 10036 Wilmington, DE 19899-1347 Objections not timely filed and served by the Plan Objection Deadline in accordance with the provisions of this Notice will not be heard by the Bankruptcy Court and will be overruled. RETAINED CAUSES OF ACTION. On or before September 3, 2004, the Debtors shall file with the Court, a schedule of all Causes of Action (the "C of A Schedule") pursuant to Article I.B.17 of the Plan, irrespective of whether such Causes of Action are subject to the releases, exculpatory provisions and injunctions described in Article X of the Plan.

Persons may obtain a copy of the Disclosure Statement, the Plan, the C of A Schedule (on or after September 3, 2004) and other related materials from (i) the Debtors' private website maintained by KCC at http://kccllc.net/jillians or by calling KCC at 866-381-9100 x509; (ii) by accessing the Bankruptcy Court's website maintained by the Office of the Clerk for the Bankruptcy Court at www.kywb.uscourts.gov (you must obtain a pacer password to access documents from the Bankruptcy Court's website which may be obtained at http://pacer.psc.uscourts.gov/register.htm/ or by calling 800-676-6856; or (iii) by contacting the Debtors' undersigned counsel. INJUNCTION. Except as otherwise expressly provided in the Plan, the Plan proposes an injunction that would permanently enjoin all Entities that have held, hold or may hold Claims against or Equity Interests in the Debtors, from and after the Effective Date, from taking any of the following actions against any of the Debtors, their Estates, the Post Confirmation Estate, the Plan Administrator, the Prepetition Lenders or any of their property on account of any Claims or causes of action arising from events prior to the Effective Date: (i) commencing or continuing in any manner any action or other proceeding of any kind; (ii) enforcing, attaching, collecting or recovering by any manner or in any place or means any judgment, award, decree or order; (iii) creating, perfecting, or enforcing any Lien or encumbrance of any kind; and (iv) asserting any defense or right of setoff, subrogation or recoupment of any kind against any obligation, debt or liability due to the Debtors.

Dated: August 6, 2004 Louisville, Kentucky KIRKLAND ELLIS LLP FROST BROWN TODD LLC James H.M. Sprayregen, P.C. Edward M. King James W. Kapp III 400 West Market Street, 32nd Floor Ryan S. Nadick Louisville, KY 40202-3363 Sven T. Nylen 200 East Randolph Drive Chicago, IL 60601-6636 Ronald E. Gold William T. Bodoh 2200 PNC Center 201 East Fifth Street Cincinnati, OH 45202-4182 Co-Counsel for the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF KENTUCKY LOUISVILLE DIVISION

In re: ) Chapter 11 ) Jillian's Entertainment Holdings, Inc., ) Case No. 04-33192 et al.,^fn1 ) (Jointly Administered) ) Debtors. )

NOTICE OF NON-VOTING STATUS WITH RESPECT TO UNIMPAIRED CLASSES DEEMED TO ACCEPT THE PLAN

PLEASE TAKE NOTICE that the United States Bankruptcy Court for the Western District of Kentucky, Louisville Division (the "Bankruptcy Court") has approved the First Amended Disclosure Statement for the First Amended Joint Liquidating Plan of Reorganization of Jillian's Entertainment Holdings, Inc. and Certain of Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code for use by the Debtors, in soliciting acceptances or rejections of the Debtors' First Amended Joint Liquidating Plan of Reorganization of Jillian's Entertainment Holdings, Inc. and Certain of Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code (the "Plan") from Holders of Impaired Claims who are (or may be) entitled to receive Distributions under the Plan.

Capitalized terms not defined herein shall have the same meaning as ascribed in the Plan.

YOU ARE OR MIGHT BE THE HOLDER OF ONE OR MORE OF THE FOLLOWING TYPES OF UNIMPAIRED CLAIMS UNDER ARTICLE III.B OF THE PLAN:

Class Claims and Equity Interests 3 Other Priority Claims

UNDER THE TERMS OF THE PLAN, SUCH CLAIM(S) AGAINST THE DEBTORS IS NOT IMPAIRED AND, THEREFORE, PURSUANT TO SECTION 1126(f) OF THE UNITED STATES BANKRUPTCY CODE, YOU ARE (i) DEEMED TO HAVE ACCEPTED THE PLAN, AND (ii) NOT ENTITLED TO VOTE ON THE PLAN. ALL DOCUMENTS FILED WITH THE BANKRUPTCY COURT, INCLUDING THE DISCLOSURE STATEMENT AND PLAN, ARE AVAILABLE FOR VIEWING AT THE BANKRUPTCY COURT, GENE SNYDER FEDERAL COURTHOUSE, 601 W. BROADWAY, LOUISVILLE, KENTUCKY, 40202, OR AT THE WEBSITE, WWW.KCCLLC.NET/JILLIANS. IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S), YOU SHOULD CONTACT KURTZMAN CARSON CONSULTANTS LLC at (866) 381-9100 × 509. YOUR RECEIPT OF THIS NOTICE DOES NOT RELIEVE YOU OF YOUR OBLIGATION TO COMPLY WITH THE TERMS AND CONDITIONS OF THE BANKRUPTCY COURT'S ORDER (A) ESTABLISHING THE BAR DATES FOR FILING PROOFS OF CLAIM AND (B) APPROVING THE FORM AND MANNER OF NOTICE THEREOF (THE "BAR DATE ORDER"). UNDER THE TERMS OF THE BAR DATE ORDER, ANY CREDITOR OR ENTITY THAT IS REQUIRED TO FILE A PROOF OF CLAIM AND FAILS TO DO SO ON OR BEFORE THE APPLICABLE CLAIMS BAR DATE SHALL BE BARRED, ESTOPPED AND ENJOINED FROM EVER (A) ASSERTING ANY CLAIM THAT SUCH CREDITOR OR ENTITY POSSESSED AGAINST THE DEBTORS (OR FILING A PROOF OF CLAIM WITH RESPECT THERETO) AND THE DEBTORS AND THEIR PROPERTY SHALL BE FOREVER DISCHARGED FROM ANY AND ALL INDEBTEDNESS OR LIABILITY WITH RESPECT TO SUCH CLAIM AND (B) VOTING UPON, OR RECEIVING DISTRIBUTIONS UNDER, ANY PLAN OF REORGANIZATION OR LIQUIDATION. A COPY OF THE BAR DATE ORDER IS AVAILABLE FOR VIEWING AT THE BANKRUPTCY COURT, GENE SNYDER FEDERAL COURTHOUSE, 601 W. BROADWAY, LOUISVILLE, KENTUCKY, 40202, OR AT THE WEBSITE, WWW.KCCLLC.NET/JILLIANS.

Dated: August 6, 2004 Louisville, Kentucky KIRKLAND ELLIS LLP FROST BROWN TODD LLC James H.M. Sprayregen, P.C. Edward M. King James W. Kapp III 400 West Market Street, 32nd Floor Ryan S. Nadick Louisville, KY 40202-3363 Sven T. Nylen 200 East Randolph Drive Ronald E. Gold Chicago, IL 60601-6636 William T. Bodoh 2200 PNC Center 201 East Fifth Street Cincinnati, OH 45202-4182 Co-Counsel for the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF KENTUCKY LOUISVILLE DIVISION

In re: ) Chapter 11 ) Jillian's Entertainment Holdings, Inc., ) Case No. 04-33192 et al.,^fn1 ) (Jointly Administered) ) Debtors. )

NOTICE OF NON-VOTING STATUS WITH RESPECT TO IMPAIRED CLASSES DEEMED TO REJECT THE PLAN

PLEASE TAKE NOTICE that the United States Bankruptcy Court for the Western District of Kentucky, Louisville Division (the "Bankruptcy Court") has approved the First Amended Disclosure Statement for the First Amended Joint Liquidating Plan of Reorganization of Jillian's Entertainment Holdings, Inc. and Certain of Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code for use by the Debtors, in soliciting acceptances or rejections of the Debtors' First Amended Joint Liquidating Plan of Reorganization of Jillian's Entertainment Holdings, Inc. and Certain of Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code (the "Plan") from Holders^fn2b of Impaired Claims who are (or may be) entitled to receive Distributions under the Plan.

YOU ARE OR MIGHT BE THE HOLDER OF ONE OR MORE OF THE FOLLOWING TYPES OF IMPAIRED CLAIMS UNDER ARTICLE III.B OF THE PLAN: Class Claims and Equity Interests

5 Subordinated Note Claims 6 Intercompany Claims 7 Equity Interests

UNDER THE TERMS OF THE PLAN, YOU ARE NOT ENTITLED TO RECEIVE OR RETAIN ANY PROPERTY ON ACCOUNT OF SUCH CLAIM(S) AGAINST THE DEBTORS AND, THEREFORE, PURSUANT TO SECTION 1126(g) OF THE UNITED STATES BANKRUPTCY CODE, YOU ARE (i) DEEMED TO HAVE REJECTED THE PLAN AND (ii) NOT ENTITLED TO VOTE ON THE PLAN. ALL DOCUMENTS FILED WITH THE BANKRUPTCY COURT, INCLUDING THE DISCLOSURE STATEMENT AND PLAN, ARE AVAILABLE FOR VIEWING AT THE BANKRUPTCY COURT, GENE SNYDER FEDERAL COURTHOUSE, 601 W. BROADWAY, LOUISVILLE, KENTUCKY, 40202, OR AT THE WEBSITE WWW.KCCLLC.NET/JILLIANS . IF YOU HAVE ANY QUESTIONS ABOUT THE STATUS OF YOUR CLAIM(S), YOU SHOULD CONTACT KURTZMAN CARSON CONSULTANTS LLC at (866) 381-9100 × 509.

Dated: August 6, 2004 Louisville, Kentucky

KIRKLAND ELLIS LLP FROST BROWN TODD LLC James H.M. Sprayregen, P.C. Edward M. King James W. Kapp III 400 West Market Street, 32nd Floor Ryan S. Nadick Louisville, KY 40202-3363 Sven T. Nylen 200 East Randolph Drive Ronald E. Gold Chicago, IL 60601-6636 William T. Bodoh 2200 PNC Center 201 East Fifth Street Cincinnati, OH 45202-4182

Co-Counsel for the Debtors and Debtors in Possession

In re Jillian's Entertainment Holdings, Inc.

Opinion

Exhibit A

BALLOTS CAST BY FACSIMILE, E-MAIL OR OTHER ELECTRONIC MEANS WILL NOT BE COUNTED

PART II ITEMS ON THE BALLOT

Item 2. Class 1 Vote.

THE DEBTORS RECOMMEND THAT YOU ACCEPT THE PLAN BY CHECKING THE "TO ACCEPT THE PLAN" BOX IN ITEM 2

PLEASE COMPLETE, SIGN AND DATE THE BALLOT AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. YOUR BALLOT MUST BE RECEIVED BY:

BALLOTS CAST BY FACSIMILE, E-MAIL OR OTHER ELECTRONIC MEANS WILL NOT BE COUNTED

PART II ITEMS ON THE BALLOT

Item 2. Class 2 Vote.

THE DEBTORS RECOMMEND THAT YOU ACCEPT THE PLAN BY CHECKING THE "TO ACCEPT THE PLAN" BOX IN ITEM 2

BALLOTS CAST BY FACSIMILE, E-MAIL OR OTHER ELECTRONIC MEANS WILL NOT BE COUNTED

PART II ITEMS ON THE BALLOT

Item 2. Class 4 Vote.

THE DEBTORS RECOMMEND THAT YOU ACCEPT THE PLAN BY CHECKING THE "TO ACCEPT THE PLAN" BOX IN ITEM 2

PLEASE COMPLETE, SIGN AND DATE THE BALLOT AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.

Exhibit B MORRIS, NICHOLS, ARSHT TUNNELL 1201 NORTH MARKET STREET P.O. BOX 1347 WILMINGTON, DELAWARE 19899-1347 August 6, 2004

Current Status of the Bankruptcy Cases

The Plan

The Committee's Current Position Concerning the Plan

Exhibit C UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF KENTUCKY LOUISVILLE DIVISION

NOTICE OF (I) HEARING TO CONFIRM FIRST AMENDED JOINT LIQUIDATING PLAN OF REORGANIZATION AND (II) DATE BY WHICH TO FILE AND SERVE OBJECTIONS

NOTICE OF NON-VOTING STATUS WITH RESPECT TO UNIMPAIRED CLASSES DEEMED TO ACCEPT THE PLAN

NOTICE OF NON-VOTING STATUS WITH RESPECT TO IMPAIRED CLASSES DEEMED TO REJECT THE PLAN

In re Jillian's Entertainment Holdings, Inc.

In re Jillian's Entertainment Holdings, Inc.

Case Details

Citations

In re Jillian's Entertainment Holdings, Inc.

Opinion

Exhibit A

BALLOTS CAST BY FACSIMILE, E-MAIL OR OTHER ELECTRONIC MEANS WILL NOT BE COUNTED

PART II ITEMS ON THE BALLOT

Item 2. Class 1 Vote.

THE DEBTORS RECOMMEND THAT YOU ACCEPT THE PLAN BY CHECKING THE "TO ACCEPT THE PLAN" BOX IN ITEM 2

PLEASE COMPLETE, SIGN AND DATE THE BALLOT AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. YOUR BALLOT MUST BE RECEIVED BY:

BALLOTS CAST BY FACSIMILE, E-MAIL OR OTHER ELECTRONIC MEANS WILL NOT BE COUNTED

PART II ITEMS ON THE BALLOT

Item 2. Class 2 Vote.

THE DEBTORS RECOMMEND THAT YOU ACCEPT THE PLAN BY CHECKING THE "TO ACCEPT THE PLAN" BOX IN ITEM 2

BALLOTS CAST BY FACSIMILE, E-MAIL OR OTHER ELECTRONIC MEANS WILL NOT BE COUNTED

PART II ITEMS ON THE BALLOT

Item 2. Class 4 Vote.

THE DEBTORS RECOMMEND THAT YOU ACCEPT THE PLAN BY CHECKING THE "TO ACCEPT THE PLAN" BOX IN ITEM 2

PLEASE COMPLETE, SIGN AND DATE THE BALLOT AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED.

Exhibit B MORRIS, NICHOLS, ARSHT TUNNELL 1201 NORTH MARKET STREET P.O. BOX 1347 WILMINGTON, DELAWARE 19899-1347 August 6, 2004

Current Status of the Bankruptcy Cases

The Plan

The Committee's Current Position Concerning the Plan

Exhibit C UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF KENTUCKY LOUISVILLE DIVISION

NOTICE OF (I) HEARING TO CONFIRM FIRST AMENDED JOINT LIQUIDATING PLAN OF REORGANIZATION AND (II) DATE BY WHICH TO FILE AND SERVE OBJECTIONS

NOTICE OF NON-VOTING STATUS WITH RESPECT TO UNIMPAIRED CLASSES DEEMED TO ACCEPT THE PLAN

NOTICE OF NON-VOTING STATUS WITH RESPECT TO IMPAIRED CLASSES DEEMED TO REJECT THE PLAN

In re Jillian's Entertainment Holdings, Inc.

In re Jillian's Entertainment Holdings, Inc.

Case Details

CitationsCopy Citation

Citations