In re: Jillian’s Entertainment Holdings, Inc., Chapter 11 et al.,[1] Debtors.

Case No. 04-33192 (Jointly Administered).United States Bankruptcy Court, W.D. Kentucky, Louisville Division.
December 3, 2004.

[1] 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 II 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.

ORDER APPROVING BREAK-UP FEE TO RONALD WIDMAN IN CONNECTION WITH SALE OF MEMPHIS ASSETS
DAVID STOSBERG, Chief Judge, Bankruptcy

Upon the motion (the “Memphis Sale Motion”)[2] of the above-captioned debtors and debtors in possession (collectively, the “Debtors”) under sections 105(a), 363 and 365 of title 11 of the United States Code (the “Bankruptcy Code”) (a) authorizing the Debtors’ Sale of certain of the Memphis Assets, free and clear of all liens, claims, encumbrances and interests, (b) approving asset purchase agreement, (c) authorizing the assumption and assignment of the Peabody Lease in connection with such Sale, and (d) approving the Break-Up Fee; and the issue of the proposed Break-Up Fee being a core proceeding in accordance with 28 U.S.C. § 157(b); and a hearing upon the issue of the Break-Up Fee being held on December 2, 2004; and upon the

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record of the hearing; and after due deliberation and sufficient cause appearing therefor, it is hereby:

ORDERED that the Break-Up Fee is approved; and it is further

ORDERED that the Debtors are authorized to pay Ronald Widman $26,250 from the proceeds of the sale of the Memphis Assets; and it is further

ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order.

[2] Capitalized terms not defined herein shall have the same meaning ascribed in the Memphis Sale Motion.

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