8-K

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Event Reported):
September 11, 2002

COOKER RESTAURANT CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Ohio
(State of other jurisdiction of incorporation or organization)

1-13044	62-1292102
(Commission File Number)	(IRS Employer Identification No.)

2609 West End Avenue, Suite 500,
Nashville, Tennessee 37203
(Address of principal executive offices)
(zip code)

Registrant’s telephone number, including area code: (615) 301-2665

-1-

TABLE OF CONTENTS

FIRST AMENDED PLAN OF REORGANIZATION

CONFIRMATION ORDER

Item 3. Bankruptcy or Receivership

b) On September 11, 2002 (the “Confirmation Date”), the United States Bankruptcy Court for the Southern District of Ohio (the “Court”) entered an order (the “Confirmation Order”) confirming the First Amended Plan of Reorganization, as revised, of the Company, CGR Management Corporation, and Southern Cooker Limited Partnership (together with the Company, the “Debtors”) (the “Plan”) in connection with the Company’s case under Chapter 11 (“Chapter 11”) of Title 11 of the United States Code (the “Bankruptcy Code”) (Case no. 01-56156) (the “Case”). A copy of the Confirmation Order is filed as Exhibit 99.1 to this Form 8-K. As previously reported, the Company originally filed a petition for reorganization in the Court under Chapter 11 of the Bankruptcy Code on May 25, 2001.

     The following is a summary of the matters contemplated to occur either pursuant to or in connection with the confirmation and implementation of the Plan. This summary only highlights certain of the substantive provisions of the Plan and is not intended to be a complete description of, or a substitute for a full and complete reading of, the Plan. The Company has included the Plan as Exhibit 2.1 to this Form 8-K. The following summary of the Plan is qualified in its entirety by reference to the full text of the Plan filed as Exhibit 2.1 hereto and incorporated herein by reference. In addition, copies of the Plan and the related disclosure statement, including all exhibits thereto, can be obtained from the Company upon written request directed to its principal executive offices or from the Court in accordance with the Court’s procedures therefor. Capitalized terms used but not defined in this Form 8-K have the meanings set forth in the Plan.

     The Debtors expect that the Effective Date of the plan will be on or about October 1, 2002.

Substantive Consolidation

     The Plan provides for the Debtors’ Assets and liabilities to be consolidated. Substantive consolidation is a process by which the assets and liabilities of different debtor entities are consolidated and the various debtor entities are treated as a single entity for purposes of the Plan. When the Debtors’ Estates are substantively consolidated (1) each of the Debtors and its respective estate shall be substantively consolidated for purposes of classification and distribution under the Plan, pursuant to section 1123(a)(5)(C) of the Bankruptcy Code, and (2) all Allowed Claims in Class 3 (as described below) shall be treated on a pari passu basis. As a result of such consolidation, the existing common stock issued by the Debtors shall be deemed canceled and surrendered and all claims of any of the Debtors against another Debtor shall be deemed canceled as of the Effective Date.

What Creditors and Interest Holders Will Receive Under The Proposed Plan

     The Plan classifies Claims and Interests in various classes according to their right to priority. The Plan states whether each class of Claims or Interests is impaired or unimpaired and provides the treatment each class will receive.

-2-

     Unclassified Claims

     As required by the Bankruptcy Code, certain types of Claims are not placed into voting classes; instead they are unclassified. They are not considered impaired and they do not vote on the Plan because they are automatically entitled to specific treatment provided for them in the Bankruptcy Code. As such, the Debtors have not placed the following Claims in a class:

• Administrative Expenses. Administrative expenses are Claims for costs or expenses of administering the Debtors’ Cases, which are allowed under Bankruptcy Code section 507(a)(1) (the “Administrative Claims”). The Bankruptcy Code requires that all Administrative Claims be paid on the Effective Date of the Plan, unless a particular claimant agrees to a different treatment. Administrative Claims includes Administrative Claims of non-professionals, which will be paid in the ordinary course and Administrative Claims for professionals, which Debtors have been paying on a current basis for eighty percent (80%) of their monthly fees and one hundred percent (100%) of their monthly expenses. Accordingly, the Debtors do not believe that there will be any significant amounts owing to professionals on the Effective Date;

• Priority Tax Claims. Priority Tax Claims are certain unsecured income, employment and other taxes described by Bankruptcy Code section 507(a)(8). The Bankruptcy Code requires that each holder of such a section 507(a)(8) Priority Tax Claim receive the present value of such Claim in deferred cash payments, over a period not exceeding six years from the date of the assessment of such tax.

-3-

     Classified Claims and Interests

     Below is a chart and summary of the classified Claims and Interests under the Plan:

CLASS	INTEREST		IMPAIRED
1(a)	Secured Claim of the Bank Group consisting of:		Yes
		•   Bank Group Allowed Tranche A Claim
		•   Bank Group Allowed Tranche B Claim
1(b)	CIT Secured Claim consisting of:		Yes
		•   CIT Allowed Tranche A Claim
		•   CIT Allowed Tranche B Claim
1(c)	Secured Real Property Tax Claims		Yes
1(d)	PACA Claims		No
1(e)	Reclamation Claims		No
1(f)	Secured Personal Property Tax Claims		Yes
1(g)	Subordinate Real Property Claims		Yes
2	Priority Non-Tax Claims		No
3(a)	General Unsecured Claims, including but not limited to the CIT General Unsecured Claim		Yes
3(b)	Bondholder General Unsecured Claims		Yes
3(c)	Bank Group General Unsecured Claim		Yes
4	Interests		Yes

     Secured Claims

     Class 1(a): Secured Claim of Bank Group

     Class 1(a) consists of the Allowed Secured Claim of the Bank Group. Class 1(a) is impaired. The Allowed Secured Claim of the Bank Group consists of the following components:

• an Allowed Secured Claim secured by restaurants the Debtors intend to operate after the Effective Date. Such claim shall be in the amount of $31,500,000, shall mature on September 1, 2006, shall accrue interest at the rate of Prime plus three (3) percent, adjusted annually and shall be amortized over a period of a fourteen (14) year period commencing September 1, 2003;

• an Allowed Secured Claim secured by certain properties the Debtors are currently marketing for sale. Such claim shall be in the amount of $29,250,000 and shall not bear interest. It is estimated that the balance due under this Claim as of the Effective Date will be $12,855,132.20. This Claim shall be reduced by proceeds from the sale of certain of the Debtors’ properties;

-4-

• a contingent claim equal to the lesser of $3,000,000 or the balance of the above secured claim after the sale of all properties proposed to be sold; and

• the receipt by the Bank Group of warrants to purchase 615,835 shares of common stock in the reorganized Company (“New Common Stock”).

     Class 1(b); Allowed Secured Claims of CIT

     Class 1(b) consists of the Allowed Secured Claim of CIT. Class 1(b) is impaired. The Allowed Secured Claim of CIT consists of the following components:

• an Allowed Secured Claim secured by furniture, fixtures and equipment located at restaurants the Debtors intend to operate after the Effective Date. Such Claim shall be in the amount of $2,535,000, shall mature and become due and payable on January 1, 2008, shall accrue interest beginning on the Effective Date at the annual rate of 7%, compounded monthly, and payable in arrears, and shall be amortized over a seven (7) year period commencing on the Effective Date;

• an Allowed Secured Claim secured by the furniture, fixtures and equipment located at certain properties the Debtors are currently marketing for sale. Such claim shall be in the amount of $1,265,000 and shall not bear interest; and

• a general Unsecured Claim in the amount of $8,791,336.19

     Class 1(c): Secured Real Property Tax Claims

     Class 1(c) consists of all of the claims of taxing authorities secured by real property owned by the Debtors. Class 1(c) is impaired.

     Class 1(d): PACA Claims

     Class 1(d) consists of all of the Holders of claims under the Perishable Agricultural Commodities Act (“PACA”). Class 1(d) is unimpaired

     Class 1(e): Reclamation Claims

     Class 1(e) consists of all of the holders of reclamation claims, which are secured by the goods subject to reclamation pursuant to Uniform Commercial Code section 2-701 and Bankruptcy Code section 546(c). Class 1(e) is unimpaired.

     Class 1(f): Secured Personal Property Tax Claims

     Class 1(f) consists of all of the Claims of taxing authorities secured by personal property owned by the Debtors. Class 1(f) is impaired.

-5-

     Class 1(g): Subordinate Secured Real Property Claims

     Class 1(g) consists of all claims secured by the Bank Group Properties that are junior to the liens held by the Bank Group for the Senior Secured Debt. Class 1(g) is impaired. The Debtors are not aware of any claims in this class

     Class of Priority Non-Tax Claims

     Certain priority Claims that are referred to in Code Sections 507(a)(3), (4), (5), (6), and (7) are required to be placed in classes. These types of Claims are entitled to priority treatment because the Code requires that each holder of such a Claim receive cash on the Effective Date equal to the allowed amount of such Claim. However, a class of Priority Non-Tax Claims may vote to accept deferred cash payments of a value, as of the Effective Date, equal to the Allowed amount of such Claims. As discussed above, early on in these Cases, the Debtors obtained authority from the Court to pay certain pre-petition Claims of current employees. However, there are currently outstanding certain unpaid Priority Non-Tax Claims held by employees and former employees of the Debtors which the Debtors estimate will be allowed in an amount equal to $12,341.48.

     Classes of Unsecured Claims – Classes 3(a)-3(c)

     Unsecured Claims are not entitled to priority under Code section 507(a). Classes 3(a)-(c) are all impaired. Classes 3(a)-3(c) shall receive the following distributions:

• a share of Class 3 Available Distributable Cash. This is a claimant’s share of up to $4,000,000 of the Tax Refund;

• proceeds of certain litigation and preference actions;

• Warrants to purchase New Common Stock. Such Warrants represent an amount equal to 15%, in the aggregate, of the shares of the New Common Stock to be issued or reserved for issuance in the reorganized Company. These Warrants will be issued in the name of the Creditor Trust Trustee on behalf of the beneficiaries of the Creditor Trust. So long as the Class 3 Warrants remain in the Creditor Trust, the Creditor Trust will hold, retain and exercise all rights as the sole holder of record of (a) all Class 3 Warrants issued in exchange for Class 3 Claims (other than CIT’s Allowed Class 3(a) Claim), including but not limited to the right to exercise such warrants, and (b) all shares of new common stock issuable upon exercise of such warrants.

     Classes of Interest Holders

     Interest holders are the Persons who hold common stock or partnership interests in the Debtors. All common stock of the Company, restricted stock held pursuant to the Company’s 2001 Restricted Stock Plan and all related rights to acquire shares of Class A Junior Participating Preferred Shares, and all equity interests in and to the Company and all options, warrants or other rights to purchase securities of the Company will be extinguished as of the Effective Date.

-6-

     In order to generate cash needed to make the payments under the Plan after the Effective Date, the Company will sell New Common Stock for an aggregate of $4,000,000. There will be approximately 60 holders of this new Common Stock of the Company. In addition, the Bank Group, CIT and the Creditor Trust will hold warrants to purchase the new Common Stock.

     Accordingly, concurrently with or shortly after the filing of this Current Report on Form 8-K, the Company intends to take the steps necessary to deregister its Common Stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and cease being subject to the periodic reporting requirements of the federal securities laws by filing with the Securities and Exchange Commission a Form 15. As such, it is expected that other than the filing of the Form 15 under the Exchange Act, no further reports or filings under the federal securities laws will be issued or made by the Company.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits

Exhibit Number	Description
2.1	First Amended Plan of Reorganization, as revised, dated as of July 3, 2002, filed with the Court on July 3, 2002.
99.1	Confirmation Order entered by the Court on September 11, 2002.

-7-

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		COOKER RESTAURANT CORPORATION
Dated: September 26, 2002	By:	/s/ Henry Hillenmeyer
		Henry Hillenmeyer, Chief Executive Officer

-8- EX-2.1 3 g78485exv2w1.txt FIRST AMENDED PLAN OF REORGANIZATION EXHIBIT 2.1 UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF OHIO EASTERN DIVISION In re ) Case Nos. 01-56156, 01-56158, ) 01-56160 ) COOKER RESTAURANT CORPORATION, et al.,(1) ) Jointly Administered Under ) CASE NO. 01-56156 Debtors and Debtors in Possession ) Chapter 11 Judge: Donald E. Calhoun, Jr. DEBTORS' FIRST AMENDED PLAN OF REORGANIZATION DATED JULY 3, 2002 (AS REVISED) - --------- (1) CGR Management Corporation, a Florida corporation and Southern Cooker Limited Partnership, an Ohio partnership, both of which are affiliates of the Cooker Restaurant Corporation are also debtors in possession. UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF OHIO EASTERN DIVISION In re ) Case Nos. 01-56156, 01-56158, ) 01-56160 ) COOKER RESTAURANT CORPORATION, et al.,(2) ) Jointly Administered Under ) CASE NO. 01-56156 ) Debtors and Debtors in Possession ) Chapter 11 Judge: Donald E. Calhoun, Jr. DEBTORS' FIRST AMENDED PLAN OF REORGANIZATION DATED JULY 3, 2002 (AS REVISED) I. INTRODUCTION Cooker Restaurant Corporation ("CRC"), CGR Management Corporation ("CGR"), and Southern Cooker Limited Partnership ("SCLP") (the "Debtors") are the debtors and debtors-in-possession in Chapter 11 bankruptcy cases. On May 25, 2001 (the "Petition Date"), CRC, SCLP, and CGR commenced their respective bankruptcy cases by filing voluntary bankruptcy petitions under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. ss. 101 et seq, (the "Bankruptcy Code" or "Code"). This document is the First Amended Plan of Reorganization dated July 3, 2002 (as revised) (the "Plan") proposed by the Debtors ("Plan Proponent"). Sent to you in the same envelope, as this document is the First Amended Disclosure Statement dated July 3, 2002 - --------- (2) CGR Management Corporation, a Florida corporation and Southern Cooker Limited Partnership, an Ohio partnership, both of which are affiliates of the Cooker Restaurant Corporation are also debtors in possession. (as revised) which has been approved by the Court, and which is provided to help you understand the Plan.(3) The Plan is a reorganization plan. In other words, the Debtors seek to restructure their secured, priority and unsecured debt and continue operating their businesses as a going concern. As discussed in detail below, the Debtors believe that a reorganization - as opposed to a liquidation - will maximize value for all creditor and equity constituencies. The Debtors intend to fund payments required under the Plan from cash generated by operations, by raising additional equity, by disposing of certain of the Debtors' non-core assets, and from an anticipated Tax Refund. Moreover, throughout these bankruptcy cases, the Debtors have taken a variety of steps designed to increase profitability including increasing sales, reducing expenses, disposing of excess real property and eliminating under performing restaurants, all of which will assist the Debtors in complying with their obligations under the Plan. The Effective Date of the proposed Plan is the later of: (1) the first (1st) day of the first month which begins at least eleven (11) days following the Confirmation Date; or (2) the first day of the first month after such date under clause (1) on which there is not in force any stay or injunction against the enforcement of the Plan or the Confirmation Order, provided that the Effective Date will not occur until all conditions to Effective Date set forth in Section V have been satisfied. The Debtors expect that the Effective Date will be on or about September 1, 2002. - --------- (3) The Plan and the Disclosure Statement contain a number of capitalized terms. An appendix containing the definitions for these capitalized terms (the "Definitions") are contained in EXHIBIT 1 to the Plan. 2 II. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS ---------------------------------------------------- A. WHAT CREDITORS AND INTEREST HOLDERS WILL RECEIVE UNDER THE PLAN --------------------------------------------------------------- The Plan classifies Claims and Interests in various classes according to their right to priority. The Plan states whether each class of Claims or Interests is impaired or unimpaired. The Plan provides the treatment each class will receive. B. SUBSTANTIVE CONSOLIDATION ------------------------- The Plan provides for the Debtors' Assets and liabilities to be consolidated. Substantive consolidation is a process by which the assets and liabilities of different debtor entities are consolidated and the various debtor entities are treated as a single entity for purposes of the Plan. The consolidated assets create a single fund from which all of the claims against the consolidated debtors are satisfied. Creditors of single entities before consolidation become creditors of the consolidated debtors, sharing in the assets of the consolidated estate. Substantive consolidation also eliminates intercompany claims of the debtor companies and duplicative claims against the related debtors. In addition, creditors of the consolidated entities are combined for purposes of voting on a plan of reorganization for the consolidated entity. If the Bankruptcy Court approves the Plan and the Debtors' Estates are substantively consolidated (1) each of the Debtors and its respective estate shall be substantively consolidated for purposes of classification and distribution under the Plan, pursuant to section 1123(a)(5)(C) of the Bankruptcy Code, and (2) all Allowed Claims in Classes 3(a)-(c) shall be treated on a pari 3 passu basis. As a result of such consolidation, the common stock issued by the Debtors shall be deemed canceled and surrendered and all claims of any of the Debtors against another Debtor shall be deemed canceled. The Debtors believe the following facts support their consolidation and the consolidation of their respective estates: (i) the Debtors' general ledger system did not segregate accounts by legal entity until the books are reconciled at the end of each calendar year, and as a result, the Debtors did not maintain on-going, separate and distinct books, financial records, and accounts for each corporation; (ii) the assets and funds of the Debtors were commingled; (iii) CRC regularly paid the unsecured debtors of the other Debtors without contractual obligation to do so; (iv) CRC entered into executory contracts and leases from which the other Debtors operated; (v) the Debtors shared many of the same officers and board of director members; (vi) management information systems and reporting methods of the Debtors generally did not distinguish between legal entities and treated CRC and the other Debtors as one entity; and (vii) certain creditors of the Debtors have looked to CRC for payment of the obligations of the Debtors. The preceding list of facts in support of consolidation of the Debtors is not intended by the Debtors to be exclusive. The Debtors can provide no assurances, however, that the Bankruptcy Court will approve the consolidation of the Debtors, whether or not the Plan is accepted by holders of Claims entitled to vote on the Plan. In the event that the Bankruptcy Court does not approve consolidation, the Debtors will comply with any order requiring separation of the Debtor entities under the Plan. 4 C. UNCLASSIFIED CLAIMS ------------------- As required by the Bankruptcy Code, certain types of Claims are not placed into voting classes; instead they are unclassified. They are not considered impaired and they do not vote on the Plan because they are automatically entitled to specific treatment provided for them in the Bankruptcy Code. As such, the Debtors have not placed the following Claims in a class. 1. Administrative Expenses ----------------------- Administrative expenses are Claims for costs or expenses of administering the Debtors' Cases, which are allowed under Bankruptcy Code section 507(a)(1) (the "Administrative Claims"). The Bankruptcy Code requires that all Administrative Claims be paid on the Effective Date of the Plan, unless a particular claimant agrees to a different treatment. The following chart lists the Debtors' section 507(a)(1) Administrative Claims and their treatment under the Plan. A. ADMINISTRATIVE CLAIMS OF NON-PROFESSIONALS Other than those listed in Table 1 below, the Debtors do not believe any amounts will be owed to parties who provide goods and services after the Petition Date (other than Professionals) except for current obligations (including Post-Petition, pre-Effective Date real and personal property taxes), which will be paid in the ordinary course of business. 5 TABLE 1: SUMMARY OF ADMINISTRATIVE CLAIMS OF NON-PROFESSIONALS

ESTIMATE OF ADMINISTRATIVE RELATIONSHIP TO AMOUNT OWING AS CREDITOR DEBTORS OF 9/1/2002 TREATMENT Winthrop Resources Equipment Lessor $25,560.00 Winthrop has an allowed Administrative Claim against the Debtors' Corporation Estates in the original amount of $250,000. As of May 1, the Debtors have paid all but $72,225 of the amounts and are making monthly payments of $15,555.00. To the extent that any amounts are outstanding, such amounts will be paid in full on the Effective Date. Hudson United Bank Equipment Lessor $0.00 The Debtors expect that all amounts owing to Hudson United Bank ($30,000.00) will be paid in full prior to the Effective Date. To the extent that any amounts are outstanding, such amounts will be paid in full on the Effective Date. Mercury Capital Post-petition $2,906,659.50 The full amount of this claim will be paid on the Effective Date. Corporation secured lender Trustee Fees $10,500.00 Debtors' 2d quarterly payment of $10,500.00 in the year 2002 will be paid in August 2002. The Debtors shall continue to pay United States Trustee's fees after the Effective Date as provided by applicable law Indenture Trustee Fee Indenture Trustee $125,000.00 The Debtors shall pay the Indenture Trustee the lesser of:(a) the under the actual amount of fees owing under the Debenture; and (b) Debentures $125,000.00 (the "Indenture Trustee Fee"). The full amount of this claim will be paid on the Effective Date. Administrative Real Taxing authorities $0.00 All accrued Administrative Real Property Taxes for the period Property Taxes 5/25/01-12/31/01 will have been paid in full in the ordinary course of business by the Effective Date. Administrative Real Property Taxes for the period 1/1/02-9/1/02 are estimated to be $742,000. These taxes are not yet due and payable and will be paid in the ordinary course of business when due and payable under applicable state law. Administrative Taxing Authorities $0.00 All accrued Administrative Personal Property Taxes for the period Personal Property 5/25/01-12/31/01 will have been paid in full in the ordinary Taxes course of business by the Effective Date. Administrative Personal Property Taxes for the period 1/1/02-9/1/02 are estimated to be $110,000. These taxes are not yet due and payable and will be paid in the ordinary course of business when due and payable under applicable state law. TOTALS $3,067,719.50

6 B. ADMINISTRATIVE CLAIMS OF PROFESSIONALS With respect to Professionals, the Debtors have been paying Professionals on a current basis for eighty percent (80%) of their monthly fees and one hundred percent (100%) of their monthly expenses. Accordingly, the Debtors do not believe that there will be any significant amounts owing to Professionals on the Effective Date. As of September 1, 2002, the Debtors expect that: (a) 80% of all fees and 100% of all expenses owing to Professionals will have been paid in full through July 31, 2002; and (b) the Debtors will have deposited the 20% Holdback owing for all applicable periods (2/1/02-7/31/02) into the account established by the Knudsen Order for the benefit of Professionals (the "Professionals Reserve"). Accordingly, the Debtors estimate that the only amounts outstanding to Professionals will be 100% of the fees and 100% of the expenses owing for August 2002. Those amounts are estimated in Table 2 below. In addition, the Debtors estimate that (as of September 1, 2002), Professionals will be holding approximately $200,000.00 in retainers, which have yet to be applied. 7 TABLE 2: SUMMARY OF ADMINISTRATIVE CLAIMS OF PROFESSIONALS

AMOUNT ESTIMATED ADMINISTRATIVE RELATIONSHIP TO HOLDBACK CREDITOR DEBTORS (2/1/02-9/1/02) TREATMENT Pachulski, Stang, Ziehl, General Bankruptcy $100,000.00 Paid in full on the later of (1) the Effective Date or Young & Jones P.C. Counsel to Debtors (2) the date upon which the Claim is Allowed pursuant to a Final Order. Development Specialists, Crisis Management $60,000.00 Paid in full on the later of (1) the Effective Date or Inc. and Turn-Around (2) the date upon which the Claim is Allowed Consultants to pursuant to a Final Order. Debtors Boult Cummings Special Counsel to $16,000.00 Paid in full on the later of (1) the Effective Date or the Debtors (2) the date upon which the Claim is Allowed pursuant to a Final Order. Deloitte & Touche Tax and Audit $20,000.00 Paid in full on the later of (1) the Effective Date or Accountants to (2) the date upon which the Claim is Allowed Debtors pursuant to a Final Order. Vorys, Sater, Seymour & Local Bankruptcy $24,000.00 Paid in full on the later of (1) the Effective Date or Pease Counsel to Debtors (2) the date upon which the Claim is Allowed pursuant to a Final Order. James F. Hadley Co., LPA Special Real Estate $24,400.00 Paid in full on the later of (1) the Effective Date or Counsel to Debtors (2) the date upon which the Claim is Allowed pursuant to a Final Order. KPMG LLP Financial Advisors $12,000.00 Paid in full on the later of (1) the Effective Date or and Accountants to (2) the date upon which the Claim is Allowed pursuant the Committee to a Final Order. Schottenstein, Zox & Dunn General Bankruptcy $20,000.00 Paid in full on the later of (1) the Effective Date or Counsel to the (2) the date upon which the Claim is Allowed pursuant Committee to a Final Order. Rhiel & Terlecky Co. Special Counsel to $8,000.00 Paid in full on the later of (1) the Effective Date or the Committee (2) the date upon which the Claim is Allowed pursuant to a Final Order. TOTALS $284,396.50

The Court must rule on all professional fees incurred after the Petition Date and any Administrative Claims asserted by private parties not paid in the ordinary course of business before such Claims will be owed. Only the amount of Administrative Claims allowed by the 8 Court will be owed and required to be paid under this Plan. The Professionals listed above must file and serve a properly noticed fee application and the Court must rule on the applications. C. ADMINISTRATIVE REAL AND PERSONAL PROPERTY TAX CLAIMS Any real property tax Claims arising for the period from the Petition Date to the Effective Date (the "Administrative Real Property Taxes") will be paid by the Debtors in the ordinary course of business as and when such taxes become due, provided, however, that the Bank Group shall reimburse the Debtors in connection with certain real property taxes paid by the Debtors after April 8, 2002 with respect to Tranche B properties (either through a deduction upon the sale of such property or by repayment in connection with another disposition of the property) all as more specifically provided for herein. Any personal property tax Claims arising for the period from the Petition Date to the Effective Date (the "Administrative Personal Property Taxes") will be paid by the Debtors in the ordinary course of business as and when such taxes become due. No deductions shall be made from the proceeds to be distributed to the Bank Group or CIT under the terms of the Plan for any Administrative Personal Property Taxes, which Claims shall be paid from available funds of Reorganized CRC. D. ADMINISTRATIVE BAR DATE FOR FILING OF ADMINISTRATIVE CLAIMS (1) BAR DATE FOR ADMINISTRATIVE TAX CLAIMS -------------------------------------- All requests for payment of Administrative Tax Claims and for which no earlier bar date has been or is established outside of this Plan, such as may be established by requesting an 9 expedited audit under Bankruptcy Code section 505, must be filed on or before the later of the forty-fifth (45th) day following entry of the Confirmation Order or, if a tax return is required to be filed with respect to such Administrative Tax Claim, one hundred twenty (120) days following the filing of the applicable tax return. (2) BAR DATES FOR ALL OTHER ADMINISTRATIVE CLAIMS Requests for payment of Administrative Claims incurred after May 25, 2001 must be filed and served on the Debtors' counsel and the Office of the United States Trustee no later than the thirtieth (30th) day following the entry of the Confirmation Order. Excluded from this requirement are Administrative Tax Claims, Professional Claims (defined below), statutory fees and Administrative Claims described in Table 1 and Table 2 above. Any objection to any other Administrative Claim must be filed within 120 days from the date such Administrative Claim is filed. Professionals or other entities requesting compensation or reimbursement of expenses pursuant to Bankruptcy Code sections 327, 328, 330, 331, 503(b) and 1103 for services rendered prior to the Effective Date ("Professional Claims") must file and serve on all parties entitled to notice thereof, an application for final allowance of compensation and reimbursement of expenses no later than the sixtieth (60th) day following entry of the Confirmation Order. All such requests for payment of Administrative Claims and applications for final allowance of compensation and reimbursement of expenses will be subject to the authorization and approval of the Bankruptcy Court. 10 Holders of Administrative Claims (including, without limitation, Professional Claims) that do not file such requests by the applicable bar date will be forever barred from asserting such Claims against the Debtors, the Debtors' Estates, Reorganized CRC or its property. Any objection to Administrative Claims of Professionals shall be filed on or before the date specified in the application for final compensation. 2. Priority Tax Claims Priority Tax Claims are certain unsecured income, employment and other taxes described by Bankruptcy Code section 507(a)(8). The Bankruptcy Code requires that each holder of such a section 507(a)(8) Priority Tax Claim receive the present value of such Claim in deferred cash payments, over a period not exceeding six years from the date of the assessment of such tax. Attached to the Disclosure Statement as EXHIBIT G is a list of all Priority Tax Claims filed against the estates.(4) TABLE 3: SUMMARY OF PRIORITY TAX CLAIMS

CLAIMANT TYPE OF TAX CLAIM AMOUNT PROPOSED TREATMENT CLAIM All Priority Tax Various See Approximately Each Claimant identified on EXHIBIT G shall receive Claims Identified on attached $956,000.00 deferred payments on account of its Allowed Claim over EXHIBIT G EXHIBIT G a period of six (6) years from the Effective Date. Each Claimant shall receive monthly installments of principal and interest on the unpaid portion thereof at 5.5% per annum. The first installment shall be due on first day of the first month following the thirtieth (30th) day after the Effective Date with each installment due each one month thereafter. The Debtors may, without penalty, prepay the entire amount of a Priority Tax Claim at any time.

- --------- (4) The Debtors reserve their rights to object to the amount, validity and/or priority of any and all Priority Tax Claims. 11 D. CLASSIFIED CLAIMS AND INTERESTS 1. Summary of Classification under the Debtors' Plan ------------------------------------------------- As is further described in this Subsection (D), the Debtors have classified Claims and Interests under the Plan as follows: TABLE 4: SUMMARY OF CLASSIFICATION OF CLAIMS AND INTERESTS - --------------------------------------------------------------------------------

CLASS INTEREST IMPAIRED - ----------------------------------------------------------------------------------------- 1(a) Secured Claim of the Bank Group consisting of: Yes - Bank Group Allowed Tranche A Claim - Bank Group Allowed Tranche B Claim 1(b) CIT Secured Claim consisting of: Yes - CIT Allowed Tranche A Claim - CIT Allowed Tranche B Claim 1(c) Secured Real Property Tax Claims Yes 1(d) PACA Claims No 1(e) Reclamation Claims No 1(f) Secured Personal Property Tax Claims Yes 1(g) Subordinate Real Property Claims Yes 2 Priority Non-Tax Claims No 3(a) General Unsecured Claims, including but not limited to the Yes CIT General Unsecured Claim 3(b) Bondholder General Unsecured Claims Yes 3(c) Bank Group General Unsecured Claim Yes 4 Interests Yes - -----------------------------------------------------------------------------------------

2. Classes of Secured Claims ------------------------- Secured Claims are Claims secured by liens on property of the Estates. The following chart lists all classes containing Debtors' pre-petition Secured Claims and their treatment under this Plan: 3. Class 1(a): Secured Claim of the Bank Group: -------------------------------------------- Class 1(a) consists of the Allowed Secured Claim of the Bank Group. Class 1(a) is impaired. The Allowed Secured Claim of the Bank Group shall be in the amount of $60,750,000.00 and shall be treated as follows: 12 A. GENERAL. -------- The Allowed Secured Claim of the Bank Group consists of the following two (2) components: (a) an Allowed Secured Claim secured by restaurants the Debtors intend to operate after the Effective Date (the "Bank Group Allowed Tranche A Claim"); (b) an Allowed Secured Claim secured by certain properties the Debtors are currently marketing for sale (the "Bank Group Allowed Tranche B Claim"). In addition, the Bank Group will have a contingent Allowed Unsecured Deficiency Claim (which shall be separately classified in Class 3(c) which is equal to the lesser of (i) $3,000.000.00; and (ii) the unsecured deficiency Claim, if any, arising with respect to the Bank Group Allowed Tranche B Claim (the "Bank Group Allowed Unsecured Deficiency Claim"). B. THE BANK GROUP ALLOWED TRANCHE A CLAIM. --------------------------------------- (1) AMOUNT. ------- The Bank Group Allowed Tranche A Claim shall be in the amount of $31,500,000, which sum includes $1,000,000 of the net sales proceeds retained by the Debtors in connection with the Tranche B Owned Properties. (2) MATURITY DATE, INTEREST RATE AND AMORTIZATION. The Bank Group Allowed Tranche A Claim shall mature on September 1, 2006 and shall accrue interest, commencing on September 1, 2002, at the rate of Prime plus three (3) percent, adjusted annually. The Bank Group Allowed Tranche A Claim shall be amortized over a fourteen (14) year period commencing on September 1, 2003. 13 (3) PAYMENTS. Commencing on the first (1st) day of the first (1st) month following the Effective Date, the Debtors shall make interest only payments to the Bank Group, provided, however, that if the Effective Date occurs later than September 1, 2002, then on the first (1st) month following the Effective Date, the Debtors shall make a payment to the Bank Group equal to the amount of interest (calculated as of September 1, 2002) which has accrued on the Allowed Bank Group Tranche A Claim since September 1, 2002. On the anniversary of the Effective Date, the outstanding principal owing under the Bank Group Allowed Tranche A Claim will be amortized over a 14 year period, based upon the then existing interest rate. The amortization schedule will be recalculated each successive anniversary of the Effective Date, based upon the then existing interest rate and using an amortization term which is one year less than the amortization term used to compute the prior year's amortization schedule. (4) SECURITY. The Bank Group will retain a first priority deed of trust encumbering the Tranche A Owned Properties (and will be granted a first priority deed of trust on any Tranche A Owned Property in which the Bank Group does not presently have a first priority lien), subject only to real property taxes and senior liens of record as of the Petition Date. The Debtors shall use reasonable efforts to extinguish all liens junior to the Allowed Bank Group Tranche A Claim through the Plan but shall not represent or warrant that the Tranche A Owned Properties are free and clear of such liens, if any. 14 The Debtors will grant the Bank Group a second priority security interest encumbering CIT Tranche A FF&E), a first priority lien on the Tranche A Leased Properties; and a security interest in the Debtors' intellectual property, all pursuant to agreements acceptable to the Debtors and the Bank Group. Provided the Debtors are not in default in connection with its obligations to the Bank Group under the Plan, the Bank Group shall be obligated to release its liens encumbering the Tranche A Owned Properties, the Tranche A Leased Properties, and the Tranche A Personal Property for a payment equal to the greater of (a) the Net Proceeds of the sale of a Tranche A Owned Property or a Tranche A Leased Property; or (b) the Tranche A Release Prices, provided, however, that the Bank Group may agree to reduced release prices as it deems appropriate. The Net Proceeds of the sale of a Tranche A Owned Property or a Tranche A Leased Property (the "Tranche A Net Proceeds") shall be applied to the outstanding principal amount due at maturity under the Allowed Tranche A Claim. (5) REAL PROPERTY TAXES. Delinquent pre-petition real property taxes owing with respect to the Tranche A Owned Properties as of May 25, 2001 (but excluding the Administrative Real Property Taxes which shall be paid as provided for in the section entitled, "ADMINISTRATIVE REAL AND PERSONAL PROPERTY TAX CLAIMS" above), shall be restructured under the Plan on the terms outlined for the treatment of Class 1(d) Secured Real Property Tax Claims. Commencing on the first (1st) day of the first (1st) month following the Effective Date, to the extent not paid in advance, the Debtors shall 15 deposit into an Escrow Account held by the Bank Group a sum equal to 1/12 of the annual real property owed in connection with the Tranche A Owned Properties according to the last tax bill. When said tax is due, the Debtors shall be entitled to withdraw the funds from the impound account to pay for the post-Effective Date real property taxes. When the Debtors make a payment after the Effective Date (including upon a sale of any Tranche A Real Property) on account of unpaid real property taxes with respect to a Tranche A Property (a "Tranche A Real Property Tax Payment"), Reorganized CRC shall (a) withdraw from the Escrow Account that portion of the Tranche A Real Property Tax Payment which relates to real property taxes accruing after the Effective Date; and (b) pay from available funds that portion of the Tranche A Real Property Tax Payment which relates to Administrative Real Property Taxes and Class 1(c) Secured Real Property Tax Claims. (6) INSURANCE. Commencing on the first (1st) day of the first (1st) month following the Effective Date, the Debtors shall, to the extent not paid in advance, deposit into an Escrow Account held by the Bank Group a sum equal to 1/12 of the annual fire, casualty and general liability insurance owed in connection with the Tranche A Owned Properties according to the most recent annual insurance statements. C. THE TRANCHE B CLAIM. -------------------- (1) AMOUNT. The Bank Group Allowed Tranche B Claim shall be in the amount of $29,250,000. 16 (2) INTEREST. The Bank Group Allowed Tranche B Claim will not bear interest, except as provided below. (3) NON-RECOURSE. The Bank Group Allowed Tranche B Claim is non recourse to the Debtors. (4) PAYMENTS. (A) PAYMENTS ALREADY MADE ON ACCOUNT OF TRANCHE B CLAIM. As of June 25, 2002, the Bank Group has received payments totaling $3,921,351.74 representing the proceeds of the sales of Fairfax, Virginia; Augusta, Georgia and Kennesaw, Georgia (except for $250,000 retained from the sale of the Kennesaw, Georgia property and being held in a segregated accounting pending resolution of disputes with CIT (the "Kennesaw CIT Reserve") and $298,258.00 representing cash collateral generated from leased property. Accordingly, as of May 30, 2002, the amount of Tranche B Claim shall be equal to $25,030,390.00. (B) PRE-EFFECTIVE DATE PAYMENTS ON ACCOUNT OF TRANCHE B CLAIM. Upon entry of a Final Order approving a Stipulation between the Debtors and the Bank Group which provides for the Bank Group's support of the Plan pursuant to the terms herein, the Debtors shall pay to the Bank Group $6,714,261.01 (plus interest which actually accrued on such 17 amounts) which represents (A) the net proceeds of Melbourne, net of $55,000 to be paid to CIT ($1,442,970.92); (B) the net proceeds of Boynton Beach, net of $55,000 to be paid to CIT ($1,807,359.59); (C) the net proceeds of Tallahassee, net of $55,000 to be paid to CIT ($1,246,714.77), (D) the net proceeds of Gainesville, net of $55,000 to be paid to CIT ($1,149,051.27); (E) the net proceeds of Lexington, net of $55,000 to be paid to CIT ($818,164.46); and (F) the Kennesaw CIT Reserve ($250,000.00); minus $1,000,000 which shall be held by Bank Group's counsel in its trust account and which shall be paid to the Debtors on the Effective Date, (which $1,000,000 has been included in the Bank Group Allowed Tranche A Claim) plus all future Net Proceeds (less payments to CIT) from the sale of any collateral of the Bank Group. After the payments specifically described in subparagraphs (A), (B) (C), (D), (E) and (F) above, the balance due under Tranche B will be $19,316,128.99 as of the date of such payments (the "Tranche B Adjusted Principal Balance"). The Tranche B Adjusted Principal Balance shall be reduced by any additional payments made to the Bank Group prior to the Effective Date from the sale of collateral of the Bank Group or collection of rental proceeds on the Gwinett, Georgia property. The Bank Group shall receive the Net Proceeds from the sale of the Tranche B Owned Properties until the Tranche B Adjusted Principal Balance has been paid in full. Any Tranche B Net Proceeds generated from the sale of the Tranche B Owned Properties in excess of the Tranche B Adjusted Principal Balance shall be split 50% to the Bank Group, as interest 18 (deductible to the Debtors), and 50% to the Debtors for use by the Debtors as they deem appropriate. (C) TRANCHE B NET PROCEEDS. Tranche B Net Proceeds shall mean the gross proceeds with respect to a sale net of (a) $55,000 for each Tranche B Owned Property at which CIT has a perfected security interest (all properties listed on Exhibit 3 to the Plan; (b) reasonable, customary and necessary costs of sale, including, but not limited to counsel fees and costs and other costs of effecting sales (for closings after the Effective Date); (c) commissions; and (d) unpaid real property taxes. For the avoidance of doubt, the Debtors shall not be entitled to deduct property preservation and maintenance costs relating to the Tranche B Owned Properties, rather, such operating expenses shall be paid by the Debtors from existing cash flow. Notwithstanding the foregoing, if, after April 8, 2002, the Debtors pay any real property taxes on any Tranche B Owned Property that accrued prior to the closing of the sale of such Tranche B Owned Property (the "Pre Closing Real Property Tax Payments") then the Debtors shall also be entitled to deduct from the sale proceeds of such Tranche B Owned Property (or shall be reimbursed by the Bank Group for said Pre-Closing Real Property Tax Payments if the Tranche B Owned Property is transferred to the Bank Group by any means, including but not limited to foreclosure, a deed in lieu of foreclosure or a quitclaim deed) an amount equal to the Pre Closing Real Property Tax Payments. 19 (5) SECURITY. The Bank Group will retain a first priority deed of trust encumbering the Tranche B Owned Properties, subject only to real property taxes and liens of record as of the Petition Date. Provided the Debtors are not in default in connection with its obligations to the Bank Group under the Plan, the Bank Group shall be obligated to release its liens encumbering the Tranche B Owned Properties for a payment equal to the greater of (a) the Net Proceeds of the sale of a Tranche B Owned Property or (b) the Tranche B Release Prices, provided, however, that the Bank Group may agree to reduced release prices as it deems appropriate. If the Debtors propose a sale to the Bank Group that will yield Net Proceeds less than the applicable Tranche B Release Price and the Bank Group does not accept the sale then the Debtors may provide the Bank Group with a deed in lieu of foreclosure or a quitclaim deed to a Person designated by the Bank Group with respect to the Tranche B Owned Property and receive a credit against the amount of the Allowed Tranche B Claim in an amount equal to the Net Proceeds the Debtors would have received pursuant to the sale. (6) DEED IN LIEU OPTION At the Bank Group's written request, the Debtors shall execute a deed in lieu of foreclosure or quitclaim deed (without representation or warranty of any kind) in favor of the Bank Group or its designee for any of the Tranche B Owned Properties. For each deed in lieu of foreclosure or quitclaim deed executed by the Debtors, the Debtors shall receive a credit against the Tranche B Adjusted Balance in an amount equal to the release price agreed to for such 20 Tranche B Owned Property. Notwithstanding the foregoing, the Bank Group shall not be entitled to a deed in lieu of foreclosure or quitclaim deed after the receipt by Debtors of a bona fide offer that would yield Net Proceeds to the Bank Group in excess of the applicable release price for the Tranche B Owned Property. Any Tranche B Owned Real Property that has not been sold by June 30, 2003 may also be foreclosed by the Bank Group. For purposes of computing the amount credited to the Allowed Tranche B Claim, for any deed in lieu or quitclaim deed or foreclosure from and after July 1, 2003, the credit against the amount of the Allowed Tranche B Adjusted Balance will be 70% of the Tranche B Release Price for that particular Tranche B Owned Property. D. THE BANK GROUP GENERAL UNSECURED CLAIM. --------------------------------------- If, after the sale, quitclaim or foreclosure of all of the Tranche B Owned Properties, the Tranche B Adjusted Principal Balance has not been paid in full, the Bank Group shall be entitled to an Unsecured Deficiency Claim in the amount of the lesser of (a) the amount of the Tranche B Adjusted Principal Balance; or (b) $3,000,000 (the "Bank Group General Unsecured Claim"). The Bank Group General Unsecured Claim shall be classified in Class 3(c) and (except with respect to the Class 3 Warrants, which shall not be issued to the Bank Group), shall receive the same treatment as the General Unsecured Claims in Class 3(a). The Debtors shall reserve from any Cash payments to be made to holders of Class 3(a) (General Unsecured Claims) and Class 3(b) (Bondholder General Unsecured Claims) an amount equal to the Bank Group's Pro Rata share of such cash assuming that the Bank Group General Unsecured Claim will be equal to $3,000,000. The Bank Group shall not be entitled to receive any warrants in connection with the Class 3(c) Claims ((Bank Group General Unsecured Claim) 21 notwithstanding that warrants are provided to the holders of Class 3(a) (General Unsecured Claims) and Class 3(b) (Bondholder General Unsecured Claims). E. WARRANTS. --------- (1) AMOUNT. On the Effective Date, the Bank Group will receive warrants to purchase 615,835 shares of common stock of Reorganized CRC (which equals 10% of all of the shares to be issued or reserved for issuance under the Plan (other than shares reserved for the Employee Incentive Stock Plan). The warrants will contain anti-dilution protection (subject to dilution in connection with the issuance of an additional 5% of Reorganized CRC in New Common Stock to management of Reorganized CRC pursuant to the Employee Incentive Stock Plan) and tag along - drag along rights (the "Bank Group Warrants"). (2) EXERCISE AND STRIKE PRICE. The Bank Group may not exercise any of the Bank Group Warrants prior to July 1, 2003, provided, however that the July 1, 2003 date shall be extended for the duration of any redemption offer made by the Debtors prior to July 1, 2003, which period shall not exceed ninety (90) days beyond the date of the offer. Thereafter, subject to the redemption of the Bank Group Warrants provided in Subsection 3 below, the Bank Group may exercise the Bank Group Warrants as follows: (a) for $1.50 per share for the period July 1, 2003 through the date which is the second anniversary of the Effective Date of the Plan; and (b) $1.75 per share for the period which is the date following the second anniversary of the Effective Date of the Plan until the date which is the 22 seventh anniversary of the Effective Date of the Plan. All unexercised Bank Group Warrants shall expire on the date, which is the seventh anniversary of the Effective Date of the Plan. (3) REDEMPTION OF WARRANTS. The Debtors shall be entitled to redeem the Bank Group Warrants as follows: The Debtors shall be entitled to redeem 75% of the Bank Group Warrants for an aggregate payment of $1 on or after the date on which the Tranche B Adjusted Principal Balance is equal to $4,250,000 or less, provided, however that such right shall not exist if the Tranche B Adjusted Principal Balance is not reduced to $4,250,000 on or before March 1, 2003. The Debtors shall be entitled to redeem 85% of the Bank Group Warrants for an aggregate payment of $1 on or after the date on which the Tranche B Adjusted Principal Balance has been paid off in full, provided, however, that such right shall not exist if the Tranche B Adjusted Principal Balance is not paid in full on or before June 30, 2003. On the date which is on or after the fourth anniversary of the Effective Date but prior to the fifth anniversary of the Effective Date, the Debtors shall be entitled to redeem any outstanding Bank Group Warrants for $500,000 multiplied by a fraction, the numerator which is equal to the number of original Bank Group Warrants still held by the Bank Group and the denominator which is the number of Bank Group Warrants issued to the Bank Group in connection with the Plan of Reorganization. By way of example, if the Bank Group still has 153,959 of the 615,835 Bank Group Warrants originally issued under the Plan of Reorganization, then such outstanding original Bank Group Warrants may be redeemed for $125,000. 23 On the date which is on or after the fifth anniversary of the Effective Date but prior to the sixth anniversary of the Effective Date, the Debtors shall be entitled to redeem any outstanding Bank Group Warrants for $1,000,000 multiplied by a fraction, the numerator which is equal to the number of original Bank Group Warrants still held by the Bank Group and the denominator which is the number of Bank Group Warrants issued to the Bank Group in connection with the Plan of Reorganization. By way of example, if the Bank Group still has 153,959 of the 615,835 Bank Group Warrants originally issued under the Plan of Reorganization, then such outstanding original Bank Group Warrants may be redeemed for $250,000. On the date which is on or after the sixth anniversary of the Effective Date but prior to the seventh anniversary of the Effective Date, the Debtors shall be entitled to redeem any outstanding Bank Group Warrants for $1,500,000 multiplied by a fraction, the numerator which is equal to the number of original Bank Group Warrants still held by the Bank Group and the denominator which is the number of Bank Group Warrants issued to the Bank Group in connection with the Plan. By way of example, if the Bank Group still has 153,959 of the 615,835 Bank Group Warrants originally issued under the Plan of Reorganization, then such outstanding original Bank Group Warrants may be redeemed for $375,000. (4) BANK GROUP WARRANT AGREEMENT. The Bank Group Warrants will be evidenced by warrant certificates issued under, and will otherwise be in accordance with the terms and conditions of, a Bank Group Warrant Agreement, dated as of the Effective Date (the "Bank Group Warrant Agreement"). The Bank Group Warrant 24 Agreement will be entered into by Reorganized CRC and a warrant agent to be selected by the Bank Group, and will be substantially in the form to be filed with the Bankruptcy Court no later than five (5) Business Days before the deadline for the submission of objections to confirmation of the Plan. F. MISCELLANEOUS. -------------- (1) COST OF DOCUMENTATION. The Debtors and the Bank Group will bear their own costs relating to the documentation of the Tranche A and Tranche B Notes as well as any security agreements, financing statements, deeds of trust, other documents required to secure the Tranche A Note and Tranche B Note or the Bank Group Warrants and related agreements. If the Bank Group wishes to obtain title insurance or updates to title insurance policies with respect to the Tranche A Owned Properties and the Tranche B Owned Properties, the Bank Group shall bear all costs relating thereto. (2) MUTUAL RELEASES. Except for the provisions of the Plan, the Bank Group (and any predecessor to any current member of the Bank Group), the Debtors in Possession and the Debtors will execute mutual releases effective as of the Effective Date in form and substance acceptable to the Bank Group and the Debtors A post-confirmation default by the Debtors will allow the Bank Group to exercise any and all rights available to it under the loan documents as modified by the Plan. 25 (3) CAPITAL EXPENDITURE BUDGET. The Debtors and the Bank Group will agree to a capital expenditure budget, sufficient to keep the Tranche A Owned Properties in repair, which budget shall be submitted to the Court and served on the Committee within 10 calendar days before the Confirmation Hearing. (4) RESTRICTIONS. The Debtors and the Bank Group will agree to restrictions relating to the payment of dividends, changes in management, and incurrence of additional debt, which restrictions shall be submitted to the Court within 10 calendar days before the Confirmation Hearing. (5) BALANCE SHEET LIABILITIES. Except for obligations owed to the Bank Group, the only debts which will remain on the Effective Date will be (a) obligations owing to CIT under the Plan; (b) ordinary course trade payables; (c) unpaid real and personal property taxes; (d) unpaid priority taxes; (e) unpaid lease obligations; (f) amounts payable on account of the General Unsecured Claims in Classes 3(a)-3(d); (g) any state or federal income taxes; and (h) any unpaid Professionals' fees and expenses. (6) WAIVER OF RIGHT TO BLOCK DISTRIBUTIONS TO BONDHOLDER GENERAL UNSECURED CLAIMS. Notwithstanding anything contained in the Plan or any other documents or agreements to the contrary, including, but not limited to the Debenture Subordination, the Bank Group agrees to permit the Bondholders to receive payments from the Debtors in cash and/or warrants as provided under the Plan. 26 4. Class 1(b): Allowed Secured Claim of CIT Class 1(b) consists of the Allowed Secured Claim of CIT. Class 1(b) is impaired. The Allowed CIT Secured Claim shall be in the amount of $3,800,000.00 and shall be treated as follows: A. GENERAL. The Allowed Secured Claim of CIT consists of the following two (2) components: (a) an Allowed Secured Claim secured by furniture, fixtures and equipment located at restaurants the Debtors intend to operate after the Effective Date (the "CIT Tranche A Claim"); and (b) an Allowed Secured Claim secured by the furniture, fixtures and equipment located at certain properties the Debtors are currently marketing for sale (the "CIT Tranche B Claim"). Except to the extent expressly modified pursuant to the Plan, all of the terms and conditions of the Equipment Loan Agreement shall continue in full force and effect, and shall be binding upon the Debtors and CIT. B. THE CIT TRANCHE A CLAIM. (1) AMOUNT. The Allowed CIT Tranche A Claim shall be in the amount of $2,535,000. (2) MATURITY DATE, INTEREST RATE AND AMORTIZATION. The Allowed CIT Tranche A Claim shall mature, and shall then be due and payable in full, on January 1, 2008 and shall accrue interest, commencing on the Effective Date at the annual 27 rate of 7%, compounded monthly, and payable in arrears. The Allowed CIT Tranche A Claim shall be amortized over a seven (7) year period commencing on the Effective Date. (3) PAYMENT. (A) CASH PAYMENT ON EFFECTIVE DATE. On the Effective Date, the Debtors shall pay CIT $195,000 as a partial payment on account of the Allowed CIT Tranche A Claim. (B) INTEREST ONLY PAYMENTS THROUGH JANUARY 2, 2003. Commencing on the first day of the first month following the Effective Date, and continuing on the first day of each month thereafter through January 2, 2003, the Debtors shall make interest only payments to CIT in arrears. (C) PRINCIPAL AND INTEREST PAYMENTS THROUGH JANUARY 1, 2008. Commencing on February 1, 2003 and continuing on the first day of each month thereafter until January 1, 2008, the Debtors shall make principal and interest payments to CIT, in arrears, based upon a seven (7) year amortization. (D) THE CLASS 3(B) BONDHOLDER PAYMENT. As was noted in Section III of the Disclosure Statement (Background), pursuant to the Debenture Subordination, the Debtors may not make any payments to the Bondholders unless CIT (as the holder of "Senior Indebtedness") is paid in full. In consideration for a waiver of the Debenture Subordination (which waiver is made solely in connection with the confirmation and 28 performance of the obligations pursuant to the terms of the Plan), 30% of amount of the Class 3 Available Distributable Cash that would otherwise be paid to Allowed Class 3(b) Claims (Bondholder General Unsecured Claims) (i.e., 30% of the Class 3(b) Formula) will be paid to CIT. (4) SECURITY. The Allowed CIT Tranche A Claim shall be secured by the CIT Tranche A FF&E located at the CIT Tranche A Properties. (5) RELEASE PRICES. The Debtors may sell the CIT Tranche A FF&E located at any property upon payment to CIT of $80,000. If, within twenty four (24) months after the Effective Date, the Debtors close a CIT Tranche A Property at which CIT Tranche A FF&E is located, the release price for such CIT Tranche A FF&E is reduced to $55,000, provided that CIT receives such $55,000 on the earlier of (a) six (6) months after the restaurant is closed; and (b) the date on which the sale of the CIT Tranche A Property closes. C. THE CIT TRANCHE B CLAIM. (1) AMOUNT The Allowed CIT Tranche B Claim shall be in the amount of $1,265,000 (less certain pre-Confirmation payments). (2) INTEREST. The Allowed CIT Tranche B Claim shall not bear interest. 29 (3) NON-RECOURSE. Except with respect to the Debtors' payment obligations regarding Store 125 (Fort Meyers), Store 163 (Orlando) and Store 157 (Grand Rapids) as provided in Subsection 5(b) below, the Allowed CIT Tranche B Claim is non-recourse to the Debtors. (4) SECURITY. The Allowed CIT Tranche B Claim shall be secured by the CIT Tranche B FF&E at the CIT Tranche B Properties. (5) PAYMENTS. (A) PRE-EFFECTIVE DATE PAYMENTS ON ACCOUNT OF CIT TRANCHE B CLAIM. Upon entry of a Final Order approving a Stipulation between the Debtors and CIT which provides for CIT's support of the Plan pursuant to the terms herein, the Debtors shall pay to CIT $385,000.00 (plus interest which actually accrued on such amounts) which represents $55,000 for each of the following properties: Johnson City, Evansville, Melbourne, Boynton Beach, Tallahassee, Gainesville, and Lexington. Payment of these amounts shall reduce the balance of the Allowed CIT Tranche B Claim. 30 (B) PAYMENTS UPON SALE OF CIT TRANCHE B PROPERTY (OR A CIT TRANCHE A PROPERTY WHICH IS CLOSED BEFORE A SALE WITHIN 24 MONTHS OF THE EFFECTIVE DATE). Upon a sale of a CIT Tranche B Property or a CIT Tranche A Property which is closed before a sale within 24 months of the Effective Date, CIT shall receive $55,000 that shall reduce the balance of the CIT Tranche B Claim, whether or not the buyer purchases the CIT Tranche B FF&E as part of that sale. The Debtors shall not be obligated to pay CIT $55,000 on account of the CIT Tranche B FF&E in any store until such time as a sale of the CIT Tranche B Property has closed, provided, however, that with respect to Store 125 (Fort Meyers), Store 163 (Orlando) and Store 157(Grand Rapids), the Debtors shall pay CIT $55,000 for each property on the earlier of (a) the closing of a sale of such property; and (b) June 30, 2003. Upon the closing of the sale of a CIT Tranche B Property or a CIT Tranche A Property, the Debtors shall pay from available funds and not from the sales proceeds all unpaid personal property taxes, including pre-petition taxes, Administrative Personal Property Tax Claims and post-effective date personal property taxes owing with respect to such sold property. D. CIT GENERAL UNSECURED CLAIM CIT shall have an Allowed General Unsecured Claim in the amount of $8,791,336.19 (which represents CIT's filed claim of $12,591,336.19 less $2,535,000 (CIT Tranche A Claim) less $1,265,000 (CIT Tranche B Claim) (the "CIT General Unsecured Claim "). The CIT General 31 Unsecured Claim shall be classified in Class 3(a) and receive the same treatment as all other Allowed Class 3(a) General Unsecured Claims. E. MISCELLANEOUS. (1) KENNESAW AND GWINETT. CIT releases any claims it has to furniture, fixtures and equipment located at the Kennesaw (Store 149) and Gwinnett (Store 147) properties on the date of the closing of the sale of those two properties and authorizes all Net Proceeds from the sale of such properties to be paid to the Bank Group. Debtors acknowledge that any furniture, fixtures and equipment originally financed by CIT and at one time located at the Kennesaw and Gwinnett properties remain subject to a duly perfected first priority lien and security interest in favor of CIT wherever located. (2) SALE OF FF&E AT LOCATIONS WHERE THE REAL PROPERTY LEASE HAS BEEN REJECTED. CIT shall be entitled to sell for its own account any of its collateral that is or was located at stores where the Debtors have rejected the corresponding real property leases as of April 10, 2002. These stores are #109 Bethel Road; #115 Memphis; #131 Wildwood; #140 Alpharetta and #167 West Palm Beach (the "Rejected Stores Equipment"). The Debtors have executed stipulations for relief from the automatic stay authorizing CIT to proceed with its rights and remedies with respect to disposal of the Rejected Stores Equipment. The gross proceeds from the sale of the Rejected Stores Equipment (minus direct costs of sale, including but not limited to 32 commissions actually paid to third parties) shall be applied to reduce the amount of the Class 3(a) CIT General Unsecured Claim. (3) MUTUAL RELEASES. Except for the provisions of the Plan, CIT, the Debtors in Possession and the Debtors will execute mutual releases binding upon the Debtors' and their estates in a form and substance acceptable to the Debtors and CIT effective as of the Effective Date. (4) WARRANTS. CIT may transfer all, or a portion, of the warrants it receives on account of the CIT General Unsecured Claim to Citigroup and both CIT and Citigroup shall each be entitled to exercise any warrants they receive at their own discretion. (5) STORE 110 (NASHVILLE) CIT shall endorse for the Debtors' benefit any insurance checks presented to CIT in connection with any replacement and/or repairs made by the Debtor prior to May 1, 2002 with respect to Store Number 110 (Nashville). 5. Class 1(c): Secured Real Property Tax Claims Class 1(c) consists of all of the claims of taxing authorities secured by real property owned by the Debtors (the "Secured Real Property Tax Claims"). Class 1(c) is impaired. Attached to the Disclosure Statement as EXHIBIT H is a listing of all of the Secured Real Property Tax Claims that have been filed in these cases. In addition, EXHIBIT H includes a listing of what the Debtors records' reflect as the total secured real property tax claims (including the filed 33 claims). The Debtors intend to reconcile the filed claims to the Debtors' records prior to the hearing on the Disclosure Statement and intend to submit an amended EXHIBIT H at that time.(5) TABLE 5: TREATMENT OF ALLOWED SECURED REAL PROPERTY TAX CLAIMS

CLASS CLAIMANT INSIDER CLAIM AMOUNT TREATMENT NO. - -------- ---------------------- ------- ------------- ------------------------------------------------------ 1(c) All holders of Real N Approximately Holders of Allowed Real Property Tax Claims shall be Property Tax Claims as $401,000.00 paid in full as follows: monthly payments of further identified on principal and interest for four (4) years at an EXHIBIT H TO THE interest rate of 5.5% per annum. DISCLOSURE STATEMENT

6. Class 1(d): PACA Claims Class 1(d) consists of all of the Holders of claims under the Perishable Agricultural Commodities Act ("PACA") (the "PACA Claims"). Class 1(d) is unimpaired. Attached to the Disclosure Statement as EXHIBIT J is a listing of all of the PACA Claims.(6) TABLE 6: TREATMENT OF ALLOWED PACA CLAIMS

CLASS CLAIMANT INSIDER CLAIM AMOUNT TREATMENT NO. - -------- ---------------------- ------- ------------- ------------------------------------------------------ 1(d) All holders of PACA N Approximately Paid in full on the later of (1) the Effective Date Claims as further $108,000.00 or (2) the date upon which the Claim is Allowed identified on EXHIBIT pursuant to a Final Order. J to the Disclosure Statement

7. Class 1(e): Reclamation Claims Class 1(e) consists of all of the holders of reclamation claims, which are secured by the goods subject to reclamation pursuant to Uniform Commercial Code section 2-701 and - --------------------------- (5) The Debtors reserve their rights to object to the amount, validity and/or priority of any and all Secured Real Property Tax Claims. (6) The Debtors reserve their rights to object to the amount, validity and/or priority of any and all PACA Claims. 34 Bankruptcy Code section 546(c)(the "Reclamation Claims"). Class 1(e) is unimpaired. Attached to the Disclosure Statement as EXHIBIT K is a listing of all of the Reclamation Claims.(7) TABLE 7: TREATMENT OF ALLOWED RECLAMATION CLAIMS

CLASS CLAIMANT INSIDER CLAIM AMOUNT TREATMENT NO. - -------- ---------------------- ------- ------------- ------------------------------------------------------ 1(e) All holders of N Approximately Paid in full on the later of (1) the Effective Date Reclamation Claims as $20,000.00 or (2) the date upon which the Claim is Allowed further identified on pursuant to a Final Order. EXHIBIT K to the Disclosure Statement

8. Class 1(f): Secured Personal Property Tax Claims Class 1(f) consists of all of the Claims of taxing authorities secured by personal property owned by the Debtors (the "Secured Personal Property Tax Claims"). Class 1(f) is impaired. Attached to the Disclosure Statement as EXHIBIT L is a list of what the Debtors' records reflect as the outstanding pre-petition Secured Personal Property Tax Claims.(8) The Debtors are still in the process of reconciling these amounts to any claims that may have been filed as Secured Personal Property Tax Claims.(9) The Debtors intend to reconcile the filed claims to the Debtors' records prior to the hearing on the Disclosure Statement and intend to submit an amended EXHIBIT L at that time. - -------------------------- (7) The Debtors reserve their rights to object to the amount, validity and/or priority of any and all Reclamation Claims. (8) The Debtors reserve their rights to object to the amount, validity and/or priority of any and all Secured Personal Property Tax Claims. (9) The Debtors projections estimate these taxes at $82,000. However, it is presently believed that the taxes are less. 35 TABLE 8: TREATMENT OF ALLOWED SECURED PERSONAL PROPERTY TAX CLAIMS

CLASS CLAIMANT INSIDER CLAIM AMOUNT TREATMENT NO. - -------- ---------------------- ------- ------------- ------------------------------------------------------ 1(f) All holders of N Approximately Holders of Allowed Personal Property Tax Claims Personal Property Tax $50,000.00 shall be paid in full as follows: monthly payments Claims as further of principal and interest for six (6) years at an identified on EXHIBIT interest rate of 5.5% per annum. L to the Disclosure Statement

9. Class 1(g): Subordinate Secured Real Property Claims Class 1(g) consists of all claims secured by the Bank Group Tranche A & B Properties that are junior to the liens held by the Bank Group for the Senior Secured Debt (the "Subordinate Real Property Claims"). Class 1(g) is impaired. The Debtors are not aware of any claims in this class.(10) TABLE 9: TREATMENT OF ALLOWED SUBORDINATE REAL PROPERTY CLAIMS

CLASS CLAIMANT INSIDER CLAIM AMOUNT TREATMENT NO. - -------- ---------------------- ------- ------------- ------------------------------------------------------ 1(g) All holders of N $0.00 Holders of Allowed Subordinate Real Property Claims Subordinate Real are under-secured and shall receive the same Property Claims treatment as Allowed Class 3(a) Claims (General Unsecured Claims). All liens and encumbrances shall be discharged and terminated as to the properties encumbered.

10. Class of Priority Non-Tax Claims Certain priority Claims that are referred to in Code Sections 507(a)(3), (4), (5), (6), and (7) are required to be placed in classes. These types of Claims are entitled to priority treatment as follows: the Code requires that each holder of such a Claim receive cash on the Effective Date equal to the allowed amount of such Claim. However, a class of Priority Non-Tax Claims may - --------------------------- (10) The Debtors reserve their rights to object to the amount, validity and/or priority of any and all Subordinate Real Property Claims. 36 vote to accept deferred cash payments of a value, as of the Effective Date, equal to the Allowed amount of such Claims. As discussed above, early on in these Cases, the Debtors obtained authority from the Court to pay certain pre-petition Claims of current employees. However, there are currently outstanding certain unpaid Priority Non-Tax Claims held by employees and former employees of the Debtors which the Debtors estimate will be allowed in an amount equal to $12,3412.48. Attached to the Disclosure Statement as EXHIBIT N is a list of Priority Non-Tax Claims, the treatment under the Plan of which is as follows: (11) TABLE 10: TREATMENT OF ALLOWED PRIORITY NON-TAX CLAIMS

CLASS. CLAIMANT AMOUNT TREATMENT - -------- ---------------------- ------------- ------------------------------------------------------ 2 Priority Non-Tax Claims $12,341.48 Allowed Claims will be paid in full on the later of (1) as listed on EXHIBIT N the Effective Date; or (2) the date upon which the to the Disclosure Claim becomes an Allowed Claim pursuant to a Statement Final Order.

In addition, the Debtors scheduled $1,168,853.76 in 507(a)(3) and (a)(4) claims. However, as was noted above, the Court previously entered its Order Authorizing, But Not Requiring, the Debtors to Pay Pre-Petition Employee Wages, Salaries and Contributions to Employee Benefit Plans entered on June 5, 2001, which authorized the Debtors to pay $1,735,872.11 in pre-petition employee wage and $977,000.00 in benefit claims. The Debtors believe that pursuant to the Order all such priority claims owing to its employees have already been paid. The Debtors intend to file an objection to this scheduled claim shortly. - --------------------------- (11) The Debtors reserve their rights to object to the amount, validity and/or priority of any and all Priority Non-Tax Claims. 37 11. Classes of Unsecured Claims Unsecured Claims are unsecured Claims not entitled to priority under Code section 507(a). EXHIBIT P to the Disclosure Statement contains an itemization of all Unsecured Claims against the Debtors' Estates. As is further described below, the Debtors' Unsecured Claims shall be classified as follows:(12) TABLE 11: SUMMARY OF CLASSIFICATION OF UNSECURED CLAIMS

CLASS DESCRIPTION - ----- ---------------------------------------------------------------- 3(a) Class 3(a) is comprised of all Unsecured Claims against the Debtors, including the CIT General Unsecured Claim (the "General Unsecured Claims"). Class 3(a) does not include the Bondholder General Unsecured Claims or the Bank Group General Unsecured Claim The Debtors estimate that Class 3(a) Claims total between $15,300,000.00-$21,400.00.00. 3(b) Class 3(b) is comprised of the Claims of all of the Bondholders under the Debentures (the "Bondholder Unsecured Claims"). The Allowed amount of the Class 3(b) Claims is $13,296,729.69. 3(c) Class 3(c) is comprised of the Bank Group General Unsecured Claim. The Debtors estimate that Class 3(c) Claim totals between $0.00-$3,000,000.00.

A. CLASSES 3(A)-3(C) Classes 3(a)-(c) are all impaired. As is further described below, Classes 3(a)-3(c) shall receive the following distributions: (a) a share of Class 3 Available Distributable Cash; (b) proceeds of certain Rights of Action (the Seelbinder Litigation and the Preference Actions); (c) Warrants in Reorganized CRC. (1) CLASS 3 AVAILABLE DISTRIBUTABLE CASH Subject to the availability of the Tax Refund holders of Allowed Class 3(a), 3(b) and 3(c) Claims shall receive a Pro Rata share of up to $4,000,000.00 (plus interest on that portion of the Tax Refund Escrow that is payable to Holders of Allowed Class 3(a), 3(b) and 3(c) General - ------------------- (12) The Debtors reserve their rights to object to the amount, validity and/or priority of any and all Unsecured Claims. 38 Unsecured Claims (the "Class 3 Escrow Interest")) calculated and paid as set forth below. Provided however, that the Committee shall be entitled to segregate up to $200,000.00 of such amount to fund the litigation assigned to the Class 3(a)-3(c) Creditors under the Plan and the Creditor Trust Trustee's fees and expenses and the pursuit of all rights, duties and obligations of the Committee under the Plan (the "Litigation Reserves"). The Committee shall inform the Debtors no later than 10 days before the Confirmation Hearing as to the amount of the Litigation Reserves. The amount of cash to be available to pay Allowed Class 3(a)-3(c) Claims (net of Litigation Reserves and inclusive of the Class 3 Escrow Interest) shall be referred to herein as the Class 3 Available Distributable Cash. (A) CLASS 3(A) SHARE All holders of Allowed Class 3(a) Claims shall share Pro Rata in the Class 3 Available Distributable Cash calculated as follows: - FORMULA: (Total dollar amount of Class 3(a) Claims) DIVIDED by (total dollar amount of Class 3(a) Claims plus total dollar amount of Class 3(b) Claims plus total dollar amount of Class 3(c) Claims) MULTIPLIED by the Class 3 Available Distributable Cash (the "Class 3(a) Formula") MULTIPLIED by 90% (the "Class 3(a) Share"). - EXAMPLE: By way of example only, assuming that Class 3(a) Claims total $18,000,000.00, Class 3(b) Claims total $13,000,000.00, Class 3(c) Claims total $3,000,000.00, and that Class 3 Available Distributable Cash equals 39 $3,900,000.00, the calculation would be as follows: $18,000,000.00 /$34,000,000.00 =.53 x $3,900,000.00 = $2,067,000.00 (i.e., the Class 3(a) Formula) x 90% = $1,860,300.00 (i.e., the Class 3(a) Share). (B) CLASS 3(B) SHARE (a) Holders of Allowed Class 3(b) Claims shall share Pro Rata in the Class 3 Available Distributable Cash as follows: - FORMULA: (Total dollar amount of Class 3(b) Claims) DIVIDED by (total dollar amount of Class 3(a) Claims plus total dollar amount of Class 3(b) Claims plus total dollar amount of Class 3(c) Claims) MULTIPLIED by Class 3 Available Distributable Cash (the "Class 3(b) Formula") MULTIPLIED by 70% (the "Class 3(b) Share"). - EXAMPLE: By way of example only, assuming that Class 3(a) Claims total $18,000,000.00, Class 3(b) Claims total $13,000,000.00, Class 3(c) Claims total $3,000,000.00, and Class 3 Available Distributable Cash equals $3,900,000.00, the calculation would be as follows: $13,000,000.00/$34,000,000.00 =.38 x $3,900,000.00 = $1,482,000.00 (i.e., the Class 3(b) Formula) x 70% = $1,037,400.00 (i.e., the Class 3(b) Share). (b) Concurrently with the Distributions to Holders of Allowed Class 3(a) Claims, Holders of Allowed Class 3(b) Claims shall also receive payments equal to an amount that is 10% of the 40 Class 3(a) Formula. In the example above, the Class 3(a) Formula is equal to = $2,067,000.00 x 10% equals $206,700.00. (c) Concurrently with the Distributions to Holders of Allowed Class 3(c) Claims, Holders of Allowed Class 3(b) Claims shall also receive payments equal to an amount that is 10% of the Class 3(c) Formula. In the example above, the Class 3(c) Formula is equal to $351,000.00 x 10% equals $35,100.00. (C) CLASS 3(C) SHARE All holders of Allowed Class 3(c) Claims shall share Pro Rata in the Class 3 Available Distributable Cash calculated as follows: - FORMULA: (Total dollar amount of Class 3(c) Claims) DIVIDED by (total dollar amount of Class 3(a) Claims plus total dollar amount of Class 3(b) Claims plus total dollar amount of Class 3(c) Claims) MULTIPLIED by Class 3 Available Distributable Cash (the "Class 3(c) Formula") MULTIPLIED by 90% (the "Class 3(c) Share"). - EXAMPLE: By way of example only, assuming that Class 3(c) Claims total $18,000,000.00, Class 3(b) Claims total $13,000,000.00, Class 3(c) Claims total $3,000,000.00, and Class 3 Available Distributable Cash equals $3,900,000.00, the calculation would be as follows: $3,000,000.00/$34,000,000.00 =.09 x $3,900,000.00 = $351,000.00 (i.e., the Class 3(c) Formula) x 90% = $315,900.00 (i.e., the Class 3(c) Share). 41 (D) TIMING OF THE PAYMENTS (I) INITIAL CASH PAYMENT OF CLASS 3 AVAILABLE DISTRIBUTABLE CASH Upon the Effective Date, the Debtors shall make a Pro Rata cash payment totaling $1,200,000.00 (less the Litigation Reserves) to holders of the Allowed Class 3(a), 3(b) and 3(c) Claims (the "Initial Cash Distribution"). (II) REMAINING CASH PAYMENT OF CLASS 3 AVAILABLE DISTRIBUTABLE CASH The source of funds for the remainder of the Class 3 Available Distributable Cash of $2,800,000.00 plus the Class 3 Escrow Interest (the "Remaining Cash Payment") shall be the Tax Refund. The Debtors shall escrow the Tax Refund (less the Initial Cash Payment) when received from the IRS in the Tax Refund Escrow, and said Tax Refund (less the Initial Cash Payment) shall be held in the Tax Refund escrow until such time as there is a final Tax Refund Determination with respect to the Tax Refund. Within 10 business days of the occurrence of the Tax Refund Determination, the Debtors shall pay the Remaining Cash Payment Pro Rata to Holders of Allowed Class 3(a), 3(b), and 3(c) Claims, subject to the reserves set forth for Disputed Claims. Should the IRS determine that the Debtors are not entitled to the full amount of the Tax Refund and the Debtors agree, or the Court so orders, the Remaining Cash Payment shall equal the final IRS determination of the Tax Refund (the "Adjusted Tax Refund") less the difference 42 between the Tax Refund and the Adjusted Tax Refund up to a maximum deduction of $775,000.00 up to a maximum "Remaining Cash Payment of $2,800,000.00 plus the Class 3 Escrow Interest. For example, should the Adjusted Tax Refund be reduced to $3,000,000.00 (from the expected $3,700,000.00), the Remaining Cash Payment owing would be $2,225,000.00 plus the Class 3 Escrow Interests (the Adjusted Tax Refund less $775,000.00 plus the Class 3 Escrow Interest). (III) NO PAYMENTS ON CLASS 3(C) Notwithstanding anything contained herein, no payments shall be paid on account of Class 3(c) Claims (Bank Group General Unsecured Claim) until such time as the amount of said claim has been liquidated and allowed. (2) WARRANTS. (A) GENERAL On the Effective Date, the Debtors will issue to CIT, in respect of its Allowed Class 3(a) Claim, its Pro Rata Share (together with all other Allowed Class 3(a) Claims and the Allowed Class 3(b) Claims) of warrants for the purchase of 923,077 shares of the New Common Stock in Reorganized CRC Holders (the "Class 3 Warrants"), representing an amount equal to 15%, in the aggregate, of the shares of New Common Stock to be issued or reserved for issuance under the Plan, other than shares reserved for the Employee Incentive Stock Plan. 43 In addition, on the Effective Date, the Debtors will issue to the Creditor Trust, in respect of all Allowed Class 3(a) Claims (other than CIT's Allowed Class 3(a) Claim) and all Allowed Class 3(b) Claims), all Class 3 Warrants other than the Class 3 Warrants issuable in respect of CIT's Allowed Class 3(a) Claim. On the Effective Date, each Holder of an Allowed Class 3 Claim will receive such Holder's Pro Rata Share of beneficial interests in the Creditor Trust. The Class 3 Warrants will contain anti-dilution protection (subject to dilution in connection with the issuance of an additional 5% of the New Common Stock of Reorganized CRC to management of Reorganized CRC pursuant to the Employee Incentive Stock Plan). No warrants will be issued to Holders of Allowed Class 3(c) Claims. (B) EXERCISE AND STRIKE PRICE Common stock will be issued to the new investors for $1 per share. Accordingly, the exercise price for the Class 3 Warrants shall be as follows: (a) for $1.50 per share for the period from the Effective Date until the date which is the second anniversary of the Plan; and (b) $1.75 per share for the period which is the date following the second anniversary of the Effective Date of the Plan until the date which is the third anniversary of the Effective Date of the Plan. All unexercised Class 3 Warrants shall expire on the date which is the earlier of (a) the third anniversary of the Effective Date of the Plan; and (b) the expiration of the 90-day period beginning on the effective date of the registration under Section 12(g) or Section 12(g) of any class of equity securities of Reorganized CRC. Subject to any applicable securities restrictions, Reorganized CRC shall use its best efforts to give the holders of Class 3 Warrants, the Committee 44 and the Creditor Trust Trustee as much advance notice as practicable of the anticipated effectiveness of any such effective date, and in any event, shall provide notice of any such effective date as of that date. (C) TRUST FOR CLASS 3 WARRANTS As of the Effective Date, all Class 3 Warrants other than Class 3 Warrants issuable in respect of CIT's Allowed Class 3(a) Claim will be issued in the name of the Creditor Trust Trustee on behalf of the beneficiaries of the Creditor Trust. So long as the Class 3 Warrants remain in the Creditor Trust, the Creditor Trust will hold, retain and exercise all rights as the sole holder of record of (a) all Class 3 Warrants issued in exchange for Class 3 Claims other than CIT's Allowed Class 3(a) Claim, including but not limited to the right to exercise such warrants, and (b) all shares of New Common Stock issuable upon exercise of such warrants. The Creditor Trust Trustee shall be required to distribute trust assets (including but not limited to the Class 3 Warrants or any New Common Stock issuable upon exercise thereof) as soon as practicable after such distribution is authorized under the Creditor Trust Agreement. Unless otherwise provided in the Creditor Trust Agreement, if at any time no such distribution is authorized and any Class 3 Warrants must be exercised to avoid expiration, the Creditor Trust Trustee shall be required to exercise such warrants. The Creditor Trust Trustee shall have the right, at its option, to exercise the Class 3 Warrants on a "cashless" basis (i.e., in which Reorganized CRC, in lieu of receiving cash equal to the aggregate exercise price of the warrants being exercised, will cancel the number of shares subject to the warrants being exercised by the 45 Creditor Trust that is equivalent in value to the aggregate exercise price of the warrants being exercised and will issue to the Creditor Trust Trustee the remaining shares subject to the warrants being exercised). For purposes of determining the number of shares of New Common Stock to be cancelled, Reorganized CRC shall be authorized to use any valuation method, consistently applied, that is deemed by its Board of Directors and the Creditor Trust Trustee (with notice to the Committee) in good faith to be appropriate. If a dispute regarding such valuation arises, such dispute shall be resolved by binding arbitration. The Creditor Trust Trustee shall be authorized to distribute trust assets upon the earlier of (a) the registration by Reorganized CRC of any class of equity securities under Section 12(b) or 12(g) of the Exchange Act or (b) the third anniversary of the Effective Date. The Creditor Trust Trustee shall distribute the Warrants or New Common Stock (as the case may be) in accordance with each beneficiary's Pro Rata Share of the beneficial interests in the Trust. Unless otherwise provided in the Creditor Trust Agreement, the term of the Creditor Trust will expire 120 days after the trust assets are authorized for distribution, unless such expiration is extended by Bankruptcy Court upon a finding such extension is required in order to wind up the trust's affairs. Beneficial interests in the Creditor Trust will be deemed fully paid and non-assessable when issued, and will be uncertificated and non-transferable other than by death or operation of law. The Creditor Trust will otherwise be in accordance with the terms and conditions of the Creditor Trust Agreement, dated as of the Effective Date. The Creditor Trust Agreement will be entered into between Reorganized CRC, as grantor, and the Creditor Trust Trustee, as trustee, and 46 will be substantially in the form to be filed with the Bankruptcy Court (and served on the Committee) no later than ten (10) Business Days before the deadline for the submission of objections to confirmation of the Plan. The Creditor Trust Agreement shall be approved by the Committee. (D) INDENTURE TRUSTEE FEES On or before the Effective Date, the Debtors shall pay to the Indenture Trustee under the Debentures the lesser of:(a) the actual amount of fees (subject to a reasonableness standard) owing under the Debenture; and (b) $125,000.00 (the "Indenture Trustee Fee"). The Indenture Trustee fee shall be paid as an expense of administration. The Confirmation Order shall contain a finding that the Indenture Trustee's fees are reasonable. (E) CREDITOR TRUST AGREEMENT. The Class 3 Warrants will be evidenced by warrant certificates issued under, and will otherwise be in accordance with the terms and conditions of, the Creditor Trust Agreement. The Creditor Trust Agreement will be entered into between Reorganized CRC, as the issuer, and the Creditor Trust Trustee, and will be substantially in the form to be filed with the Bankruptcy Court (and served on the Committee) no later than ten (10) calendar days before the deadline for the submission of objections to confirmation of the Plan. The Creditor Trust Agreement shall be approved by the Committee. 47 (3) LITIGATION PROCEEDS Holders of allowed Class 3(a), 3(b) and Class 3(c) Claims shall also share Pro Rata in proceeds of certain litigation (the "Litigation Proceeds") described in Subsections (a) and (b) below. (A) CLAIMS AGAINST ARTHUR SEELBINDER. The Debtors shall assign to the Committee, for prosecution on behalf of the Holders of all Allowed General Unsecured Claims (Classes 3(a), 3(b), and 3(c)), the Debtors' Estates' claims against Arthur Seelbinder et. al. (the "Seelbinder Litigation") without representation or warranty of any kind. The Debtors shall not be responsible for payment of any attorneys' fees or costs relating to prosecution of the Seelbinder Litigation. (B) PREFERENCE ACTIONS. The Debtors shall assign to the Committee, for prosecution on behalf of the Holders of all Allowed Class 3(a), 3(b), and 3(c) Creditors, the Debtors' Estates' claims to recover transfers as avoidable preferences under section 547 of the Bankruptcy Code, which are identified on EXHIBIT F to the Disclosure Statement (but excluding any payments made to any member of the Bank Group, any prior member of the Bank Group and/or to Winthrop) (the "Preference Actions"). All proceeds of Preference Actions (less any amounts approved by the Committee for the payment of the Committee's fees and expenses) shall be turned over to the Reorganized CRC who shall hold such monies in a segregated account and be used to pay the Allowed Claims of Class 3(a), (b) and (c) Creditors as provided in the Plan. 48 Notwithstanding the foregoing, the Committee shall not commence prosecution of any Preference Actions until the Claim Objection Bar Date. Thereafter, the Committee may commence prosecution of any Preference Action unless the Debtors have filed an objection to a Claim and asserted, as a defense to payment of such Claim under section 502(d) of the Bankruptcy Code, that the holder of a Claims is a recipient of a transfer which may be avoidable under Sections 544, 547, 548, 549 and 550 of the Bankruptcy Code and equivalent or analogous state law actions (a "Defensive Avoidance Action"). The Debtors may settle and compromise any Defensive Avoidance Action with the written consent of the Committee or Bankruptcy Court approval. (C) TIMING OF PAYMENTS The Debtors shall pay Litigation Proceeds to Holders of Allowed Class 3(a)-3(c) Claims on a semi-annual basis (on the last business day in January and the last business day in July (the "Semi Annual Payment Date") provided that the Debtors have Litigation Proceeds, which total $500,000.00 or more to distribute (combined with the proceeds of the Disputed Claims). If the Debtors have less than $500,000 in Litigation Proceeds and proceeds of Disputed Claims on any Semi Annual Payment Date, the Debtors shall retain said proceeds and wait to pay them until the next Semi-annual Payment Date on which the Litigation Proceeds and Disputed Claims Proceeds total more than $500,000.00. 49 (D) ATTORNEYS FEES AND COSTS The Committee shall be entitled to retain counsel and other professionals to assist it in prosecuting the Preference Actions, provided, however, that all such fees and expenses shall be paid from the Litigation Reserves and that the Debtors shall have no liability beyond the Litigation Reserves for such payments. (E) DELIVERY OF FINANCIAL STATEMENTS During such time as the Reorganized Debtor may not be subject to reporting obligations under to Section 13(a) or Section 15(d) of the Exchange Act, Reorganized CRC shall deliver to the trustee of the Creditor Trust: - As soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of Reorganized CRC, an income statement for such fiscal year, a balance sheet and statement of shareholder's equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and audited and certified by an independent public accounting form of nationally recognized standing selected by the Reorganized CRC. - As soon as practicable, but in any event within forty-five (45) days after the end of each fiscal quarter of Reorganized CRC, an unaudited profit or loss statement and statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter. 50 (F) RULE 144 REPORTING. With a view to making available to the Holders the benefits of certain rules and regulations of the Securities and Exchange Commission which may permit the sale of the Securities to the public without registration, Reorganized CRC agrees at all times after ninety (90) days after the effective date of the first registration filed by Reorganized CRC for an offering of its securities to the general public to: - Make and keep public information available, as those terms are understood and defined in Rule 144; - Use its best efforts to file with the Securities and Exchange Commission in a timely manner all reports and other documents required of Reorganized CRC under the Securities Act of 1933 and the Exchange Act of 1934, both as amended. E. CLASS(ES) OF INTEREST HOLDERS Interest holders are the Persons who hold Common Stock in CRC and partnership interests in SCLP. The following chart identifies the Plan's treatment of the Debtors' Interest Holders: TABLE 12: SUMMARY OF TREATMENT FOR INTEREST HOLDERS

CLASS TYPE OF INTEREST TREATMENT - ----- ------------------------------------ ------------------------------------------------- 4 Common Stock of CRC, Restricted All Interests in each of the Debtors will be Stock held pursuant to Cooker 23001 extinguished. All Holders of Interests are deemed Restricted Stock Plan and all related to have rejected the Plan. rights to acquire shares of Class A Junior Participating Preferred Shares, and all equity interests in and to each of the Debtors and all options, warrants or other rights to purchase securities of the Debtors ("Interests")

51 F. MEANS OF EFFECTUATING THE PLAN 1. Funding for the Plan A. CASH NEEDS ON THE EFFECTIVE DATE. After taking into account all of the payments described in the Plan, the Debtors will have the following cash needs on the Effective Date. TABLE 13: SUMMARY OF CASH NEEDS ON EFFECTIVE DATE

TYPE OF PAYMENT AMOUNT - --------------- ------ Administrative Claims (Non-Professionals) $3,067,719.50 Administrative Claims (Professionals) $ 284,396.50 Executory Contract Cures $ 254,964.55 Allowed Reclamation Claims $ 20,000.00 Allowed PACA Claims $ 108,000.00 Distribution on account of Allowed Class 3(a), $1,000,000.00 (b), and (c) Claims Litigation Reserves $ 200,000.00 TOTAL $4,935,080.55

2. Sources of Cash on the Effective Date. The Debtors will generate the Cash needed to make payments required on the Effective Date as follows: (a) Cash on hand as of the Effective Date; (b) net proceeds from the sale of Closed Stores; (c) $1,000,000.00 in proceeds from the sale of the Tranche B Properties that have sold before the Effective Date; (d) proceeds of the sale of certain unencumbered Assets; (e) $4,000,000.00 generated from the sale of stock in Reorganized CRC; and (e) the $3,700,000.00 Tax Refund (if received before the Effective Date). 52 3. Equity Capital Under the Plan, as of the Effective Date, all of the equity securities of CRC outstanding immediately before the Effective Date will be cancelled. The authorized capital stock of Reorganized CRC will consist of a single class of common stock, no par value (the "New Common Stock"). Each share of the New Common Stock will be validly issued, fully paid and non-assessable and will be entitled to identical rights as to voting, dividends, status in liquidation and otherwise. As discussed elsewhere in this Disclosure Statement, however, holders of shares of New Common Stock issuable upon exercise of Bank Group Warrants will be entitled to special shareholder rights, called "tag along/drag along" rights. A. SHARES OF REORGANIZED CRC Shares of the New Common Stock will be issued or reserved for issuance as of the Effective Date. The Debtors expect that the number of shares to be issued or reserved for issuance by Reorganized CRC (exclusive of 323,887 shares issuable from time to time in the discretion of the Board of Directors in accordance with the Employee Incentive Stock Plan) will be 6,153,847. Of the 6,153,847 shares, (a) 4,000,000 (or 65%) will be offered and sold on or before the Effective Date for $1.00 per share in a cash offering to investors (the "Investor Offering"), (b) 615,835 (or 10%) will be issued or reserved for issuance as of the Effective Date to management and employees of the Debtors pursuant to the Chapter 11 Stock Plan, (c) 615,835 (or 10%) will be reserved for issuance after the Effective Date upon the exercise of the Bank Group Warrants 53 issued in exchange for Claims held by the Bank Group, and (d) 923,077 (or 15%) will be reserved for issuance after the Effective Date upon exercise of the General Unsecured Claim Warrants issued in exchange for Claims held by the holders of Allowed Class 3(a) and 3(b) Claims. The issuance of an additional 323,887 shares (or 5% of the Reorganized CRC) pursuant to the Employee Incentive Stock Plan will increase the total number of shares authorized under the Plan to 6,477,734 and is expected to have a modestly dilutive effect upon the equity holders of Reorganized CRC. The purpose of the Investor Offering is to raise new capital of $4,000,000 in cash in order to perform the requirements of the Plan and to meet foreseeable future needs. The Investor Offering will be made pursuant to the "private offering" exemption from registration under the Securities Act of 1933, as amended (the "Securities Act") afforded by Section 4(2) of the Securities Act and/or Regulation D of the Securities and Exchange Commission (the "SEC") and similar exemptions from registration or qualification under state securities or "blue sky" laws. Consistent with the requirements of these exemptions, the Investor Offering will be made without general solicitation or general advertising and only to a relatively small number of "accredited investors" as defined by Rule 501(a) of Regulation D. The Debtors reserve the right, in their sole discretion, to establish additional investor suitability standards and to approve each investor's participation in the Investor Offering. Some or all of the participants in the Investor Offering may be officers, directors, employees, shareholders, consultants, vendors, or affiliates of the Debtors. 54 On June 19, 2002, the Debtors commenced the Investor Offering by delivering the offering materials to prospective purchasers (consisting primarily of certain stockholders of CRC). The offering materials included the then current draft of the Disclosure Statement, a form of subscription agreement, and other documents. Prospective purchasers in the Investor Offering may request additional material information from the Debtors. To purchase shares in the Investor Offering, prospective purchasers will be required to demonstrate their eligibility to participate in the offering and must deliver signed subscription agreements. They also will be required to acknowledge that the New Common Stock will be "restricted securities" (and therefore may not be resold in the absence of any effective registration under the Securities Act or an exemption from such registration). Investors must state that they are purchasing New Common Stock for investment and not with the intent of resale in a distribution. The Debtors expect to begin receiving signed subscription agreements in early July 2002. Subscription funds will be deposited into a subscription escrow as and when received. As soon as practicable following the Bankruptcy Court's approval of the final form of Disclosure Statement, the Debtors intend to deliver the final Disclosure Statement as so approved to all prospective purchasers. Under the terms of the Investor Offering, each investor will be entitled to cancel his subscription and receive a full refund of any amount paid during the 10-day period following delivery of the final Disclosure Statement. Assuming that investors do not exercise their cancellation right, the Debtors believe that the Investor Offering will be fully subscribed. All subscriptions must be delivered, and all subscription funds deposited into escrow, on or before the 55 tenth (10th) calendar day before the deadline for filing objections to confirmation of the Plan. Notice of the Debtors' receipt of, and the respective amounts of, subscription agreements shall be delivered by the Debtors to the Committee, the Bank Group and CIT on or before the 10th calendar day before the deadline for filing objections to confirmation of the Plan. Closing of the subscription escrow shall take place on the Effective Date of the Plan. The Shares of New Common Stock issuable to the Debtors' employees under the Chapter 11 Stock Plan will be issued as compensation for additional work performed during the Debtors' Chapter 11 proceedings. Awards under the Chapter 11 Stock Plan will be made by the board of directors of Reorganized CRC, or a committee thereof, in its sole discretion, subject to the eligibility requirements of such plan. Shares awarded under the Chapter 11 Stock Plan will be "restricted securities" and therefore may not be resold in the absence of an effective registration under the Securities Act or an exemption from such registration. B. NEW WARRANTS. As of the Effective Date, and in exchange for certain Allowed Claims, Reorganized CRC will issue warrants to purchase an aggregate of 1,538,912 shares of New Common Stock (the "New Warrants"), which amount is equal to 25% of Reorganized CRC before the issuance of any shares pursuant to the Employee Incentive Stock Plan. The New Warrants consist of (a) warrants issued in exchange for certain Allowed Claims held by the Bank Group (i.e., the Bank Group Warrants), conferring the right to purchase 615,835 shares (or 40% of all shares issuable upon exercise of New Warrants) and (b) warrants issued in exchange for certain Allowed Class 3 56 Claims (i.e., the Class 3 Warrants), conferring the right to purchase 923,077 shares (or 60% of all shares issuable upon exercise of New Warrants). Generally, the New Warrants, and the New Common Stock issuable upon exercise thereof, should not be deemed "restricted securities" and therefore should be transferable without registration under federal and state securities laws, other than by persons or groups deemed to be "underwriters" with respect to such securities. However, the Class 3 Warrants issued in respect of Class 3 Claims other than CIT's Allowed Class 3(a) Claim will be held in trust for the Holders of such Claims and will not be immediately distributed to them (Please see discussion in section entitled, "TRUST FOR CLASS 3 WARRANTS" supra). C. NEW COMMON STOCK UNDER EMPLOYEE INCENTIVE STOCK PLAN. As of the Effective Date, Reorganized CRC will reserve additional shares of New Common Stock for future issuance pursuant to pursuant to the Employee Incentive Stock Plan. The aggregate shares to be reserved will be 323,887, an amount equal to five percent (5%) of Reorganized CRC after giving effect to the issuance of all shares of New Common Stock authorized under the Plan to be issued or reserved (including shares offered and sold in the Investor Offering, issued or reserved under the Chapter 11 Stock Plan, or reserved for issuance upon exercise of New Warrants). Awards under the Employee Incentive Stock Plan will be made by the board of directors of Reorganized CRC, or a committee thereof, in its sole discretion, subject to the eligibility requirements under such plan. Shares awarded under the Employee Incentive Stock Plan will be 57 "restricted securities" and therefore may not be resold in the absence of an effective registration under the Securities Act or an exemption from such registration. D. NEW EQUITY SUMMARY In summary, the New Common Stock will be distributed as follows: TABLE 14: SUMMARY OF NEW EQUITY

NUMBER OF SHARES DISPOSITION - ---------------- ----------- 4,000,000 Sold to Investors 615,385 Issued to employees under the Chapter 11 Stock Plan 615,385 Set aside for Bank Group Warrants 923,077 Set aside for Class 3 Warrants 323,887 Set aside for future options under the Employee Incentive Stock Plan 6,477,734 Total

4. Corporate Structure and Governance A. MERGER OR CHARTER On or before the Effective Date, CRG and SCLP will either be merged into CRC or will be dissolved, with the assets of these entities to be liquidated and/or distributed to CRC. The Plan and Disclosure Statement assumes that the Debtors will be legally consolidated on or before the Effective Date. As of the Effective Date, and subject to such charter amendments as may be made pursuant to the Plan, the articles of incorporation of Reorganized CRC will be the same as the articles of incorporation of CRC immediately before the Effective Date and the bylaws of Reorganized CRC will be the same as the bylaws of CRC immediately before the Effective Date. Effective as of the Effective Date, the officers and directors of Reorganized CRC will be the same as the officers and directors of CRC immediately before the Effective Date. Charter amendments that may be made pursuant to the plan, include changes as may be necessary or appropriate (a) to 58 conform such instruments to recent amendments to corporation statutes, (b) in accordance with the Plan and Reorganized CRC's status as a privately held company, and (c) to include a prohibition on the issuance of non-voting equity securities. B. COMPOSITION OF REORGANIZED DEBTORS' BOARD OF DIRECTORS AND IDENTITY AND COMPENSATION OF OFFICERS. Set forth below is a description of compensation expected to be provided to the directors and officers of the Reorganized Debtors during its 2002 and 2003 fiscal years.(13) TABLE 15: MANAGEMENT COMPENSATION SUMMARY (2002-2003)

2002 2003 NAME POSITION COMPENSATION(14) COMPENSATION - ---- -------- ---------------- ------------ Henry Hillenmeyer Chief Executive Officer Chairman $245,000 $255,000 of the Board of Directors Director Daniel Clay Executive Vice President Chief $262,300 $272,800 Operating Officer Director David McDaniel Vice President $ 64,558 $ 67,000 Linda DeVault Secretary $ 57,500 $ 60,000 Robin B. Holderman Director(15) $ 12,800 $ 12,800 David T. Kollat Director*** $ 12,800 $ 12,800 D. Shannon LeRoy Director*** $ 12,800 $ 12,800 Harvey N. Palash Director*** $ 12,800 $ 12,800 Brad Saltz Director*** $ 12,800 $ 12,800

5. Employee Incentive Plan/Stock Option Plan In addition, shares of New Common Stock shall be issued or reserved for issuance to management and employees of the Debtors or Reorganized CRC, as follows: (a) 615,385 shares, amounting to ten percent (10%) of Reorganized CRC before giving effect to the issuance of shares under the Employee Incentive Stock Plan, shall be issued at the discretion of the Board of - ------------------ (13) The compensation of officers is subject to modification both pre and post-confirmation. (14) Officer Compensation for 2002 and 2003 does not include any performance bonuses that may be offered and earned. (15) ***Non-management directors receive $2,200 per quarter plus $500 per board or committee meeting. Outside directors were not actually paid the full annual rate of $12,800.00 per annum in year 2001. 59 Directors to the Debtors' employees in consideration for the additional work performed during the chapter 11 cases (the "Chapter 11 Stock Plan") and (b) 323,887 shares, amounting to five percent (5%) of Reorganized CRC after giving effect to the issuance of all shares of New Common Stock authorized under the Plan to be issued or reserved (including shares offered and sold in the Investor Offering, issued or reserved under the Chapter 11 Stock Plan, or reserved for issuance upon exercise of New Warrants), shall be set aside for an incentive stock option plan to be used in the future to attract key employees and reward performance (the "Employee Incentive Stock Plan"). 6. Executive Bonuses In addition, upon Confirmation of the Plan, Officers will be eligible for bonuses, which aggregate $100,000 (the "Confirmation Bonuses"), as distributed by the Board of Directors. Under the bonus plans in place prior to Chapter 11, the Officers would have received bonuses in excess of $500,000 in the period from Petition Date to the Effective Date, but in view of the Debtors' severe cash situation, they elected to forego bonuses during these Chapter 11 cases. 7. Estate Representative The Reorganized Debtors shall be appointed the Estate Representative for purposes of prosecuting any Rights of Action, objecting to Claims, disbursing monies to Holders of Claims and Interests under the Plan, liquidating remaining property of the Estates and administering the Reserves established pursuant to the Plan (other than the Seelbinder Litigation and the Preference Actions which shall be assigned to the Committee and the Class 3(a), (b) and (c) Creditors). 60 Without further order of the Court, the Reorganized Debtors may employ professionals, including counsel and accountants, the duties of which may include, without limitation, assisting in fulfilling the obligations under the Plan, including prosecuting any Rights of Action, objecting to Claims, filing tax returns and disposing of the remaining assets of the Estates. Such professionals shall be entitled to receive compensation for services rendered after the Effective Date without further order of the Court. The Reorganized Debtors may pursue or decline to pursue any Rights of Action, as it deems appropriate in its sole discretion. Reorganized Debtors may settle, release, sell, and assign, otherwise transfer or compromise such Rights of Action. Similarly, Reorganized Debtors may sell any remaining assets of Reorganized Debtors in their sole discretion. Reorganized Debtors may, but shall not be required to, set-off against any Claim and the Distributions to be made pursuant to the Plan in respect of such Claim, any claims the Estates may have against the holder of the Claim, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by Reorganized Debtors of any such claims, set-off or recoupment rights which Reorganized Debtors may have against such Holder. Unless a claim against a creditor or other person is expressly waived, relinquished, compromised or settled in the Plan or in a Final Order, all rights with respect to such claim are reserved to Reorganized Debtors, which may pursue such claim. Upon the substantial consummation of the Plan, the Reorganized Debtors may file, and after full consummation shall file, a report with the Court and request the entry of a final decree closing these Cases. 61 8. Disputed Claims and Unclaimed Property Notwithstanding all references in the Plan to Claims that are Allowed, in undertaking the calculations concerning Allowed Claims or Allowed Interests or Administrative Claims under the Plan, including the determination of the amount of Distributions due to the Holders of Allowed Claims and Administrative Claims, each Disputed Claim shall be treated as if it were an Allowed Claim or authorized Administrative Claim, as appropriate, except that if the Court estimates the likely portion of a Disputed Claim to be Allowed or otherwise determines the amount which would constitute a sufficient reserve for a Disputed Claim (which estimates and determinations may be requested by the Debtors or Reorganized Debtors), such amount as determined by the Court shall be used as to such Claim. The Distributions due in respect of Disputed Claims based on the calculations required by the Plan shall be reserved for the Holders of the Disputed Claims and deposited in a segregated account (the "Disputed Claims Reserve"). The amount so deposited on behalf of a Creditor holding a particular Disputed Claim is referred to herein as the "Reserve Amount." After an objection to a Disputed Claim is withdrawn or determined by Final Order, the Distributions due on account of any resulting Allowed Claim or authorized Administrative Expense shall be paid by Reorganized CRC from the Reserve Amounts for such Creditor held in the Disputed Claims Reserves together with the interest, if any, actually accrued on the Reserve Amounts (up to a maximum of the interest actually accrued on the amount of the resulting Allowed Claim or authorized Administrative Claim). Such payment shall be made on the earlier 62 of (a) the next payment date for Claims or Administrative Expenses of the Class or type of the Claim or Administrative Expense of such Holder and, (b) within forty-five (45) days of the date the Disputed Claim becomes an Allowed Claim or authorized Administrative Expense. No interest shall be due to a Disputed Claim holder based on the delay attendant to determining the allowance of such Claim except as set forth in this subsection. Should the Distribution due in respect of a finally Allowed Claim of such creditor exceed the Reserve Amount for Administrative Claims, Secured Claims or Priority Claims, the shortfall may be paid from any available sums of Reorganized CRC and, for Unsecured Claims, the shortfall may be paid from funds, if any, otherwise available to distribute to Unsecured Claims, collectively. In no event shall the Creditor have recourse to any payments already made to others. After an objection to such a Disputed Claim is sustained in whole or in part by a Final Order, any Reserve Amounts for such Claim held in the Disputed Claims Reserve in excess of the Distributions due on account of any resulting Allowed Claim may be removed from the Disputed Claims Reserve and put in Reorganized CRC's general accounts, with the exception of amounts resulting from objections to Class 3(a)-Class 3(c) Claims, which funds shall be held for distribution to Holders of Allowed Class 3(a)-Class 3(c) Claims on the Semi-Annual Payment Dates. Any Cash or other property which is unclaimed for one hundred and eighty (180) days after the Distribution is sent by mail to the last known mailing address for the person entitled thereto as provided in the Plan ("Unclaimed Property") will be deemed paid to such entitled 63 Person, for purposes of determining the Person's rights. Any Person that does not claim its Distribution within one hundred and eighty (180) days will not receive that unclaimed distribution, but may receive future distributions under the Plan. Unclaimed Property resulting from a Distribution shall revest in Reorganized CRC. On the 90th day after the Distribution, the Debtors shall file with the Court (and serve on the Committee) an Unclaimed Property schedule, which sets forth a list of all unclaimed Distributions. G. CLAIM OBJECTION BAR DATE The Debtors, creditors and other parties in interest shall have until 120 days following the Effective Date of the Plan (the "Claim Objection Bar Date") to file all objections to claims and/or interests in these cases. III. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES A. EXECUTORY CONTRACTS AND UNEXPIRED LEASES TO BE ASSUMED Attached to the Disclosure Statement as EXHIBIT Q is a chart, which identifies the Debtors' unexpired leases and executory contracts to be assumed (the "Assumed Leases") as obligations of Reorganized CRC under this Plan on the Effective Date. EXHIBIT Q also itemizes the amount of monetary defaults, if any, which exist under such leases and executory contracts, which the Debtors must cure pursuant to section 365(b) of the Bankruptcy Code. The Confirmation Order shall constitute an Order approving the assumption of each lease and contract listed. If you are a party to a lease or contract to be assumed and you object to the assumption of 64 your lease or contract and/or you object to the amount that the Debtors have set forth on EXHIBIT Q as owing to cure monetary defaults, you must file and serve your objection to the Plan within the deadline for objecting to the confirmation of the Plan. See Section I (Introduction) of the Disclosure Statement for the specific date.(16) B. OTHER EXECUTORY CONTRACTS AND UNEXPIRED LEASES TO BE REJECTED Attached to the Disclosure Statement as EXHIBIT R is a chart, which identifies additional unexpired leases and executory contracts the Debtors will reject as of the Effective Date. The Confirmation Order shall constitute an Order approving the rejection of each lease and contract listed. If you are a party to a contract or lease to be rejected and you object to the rejection of your contract or lease, you must file and serve your objection to the Plan within the deadline for objecting to the confirmation of the Plan. See Section I (Introduction) of the Disclosure Statement document for the specific date. THE BAR DATE FOR FILING A PROOF OF CLAIM BASED ON A CLAIM ARISING FROM THE REJECTION OF A LEASE OR CONTRACT IS THIRTY (30) CALENDAR DAYS FROM THE DATE THE CONFIRMATION ORDER IS ENTERED ON THE COURT'S DOCKET. Any Claim based on the rejection of a contract or lease will be barred if the proof of Claim is not timely filed. - ------------------ (16) The Debtors reserve the rights to add or withdraw any contract from the Assumption or Rejection Schedules at any time prior to the confirmation hearing. 65 IV. TREATMENT OF MISCELLANEOUS ITEMS A. ROUNDING OF AMOUNTS/DE MINIMIS AMOUNTS Notwithstanding anything to the contrary in the Plan, the Debtors may round all amounts for Distributions of Cash hereunder to Holders of Allowed Claims and Interests to the nearest whole dollar amount. In addition, the Debtors shall not be required to make a Distribution on account of any Claim until the Distribution to such creditor totals a minimum of $5.00. B. NAME AND ADDRESS OF HOLDER For purposes of all Distributions under this Plan, the Debtors will be entitled to rely on the name and address of the Holder of each Allowed Claim or Interest as shown on any timely filed proof of Claim and, if none, as shown on the Debtors' schedules, as amended, as of the date of the hearing on Confirmation of the Plan, except to the extent that both the Debtors and their counsel first receive adequate written notice of a transfer or change of address, properly executed by the Holder or its authorized agent. C. APPLICATION OF PAYMENTS All Distributions in respect of Allowed Claims will be allocated first to the principal amount of the Allowed Claim, with any excess allocated to unpaid accrued interest. D. ORDERS TO AID CONSUMMATION OF PLAN The Plan constitutes and incorporates a motion under 11 U.S.C. ss. 1142 and the Federal Rules of Bankruptcy Procedure 7069 and 7070 for an order to cause the Debtors and all their 66 present and former directors, officers, agents, employees, attorneys, and accountants to cooperate fully in providing the Debtors with all information regarding and access to properties and Assets of the Debtors and its Estates; and to execute and deliver such documents and perform such acts as are reasonably necessary to enable the Debtors to take possession, custody, and control of all assets vested in the Debtors' Estates pursuant to the Plan to the extent provided for under the Plan and reasonably necessary to transfer all of the assets of the Debtors to Reorganized CRC and the cancellation of all other issued and outstanding shares in CRC and partnership interests in SCLP. Confirmation of the Plan shall be deemed a granting of such motion and the Confirmation Order shall be deemed the order thereon. E. SEVERABILITY If the Court determines, prior to the date of entry of the Confirmation Order, that any provision of the Plan is illegal either as written or as applied to any Claim or Interest, as the case may be, such provision shall be either unenforceable generally or as applied to such Claim or Interest. A determination that a provision of the Plan is illegal or not enforceable as to a particular Claim or Interest shall in no way limit or affect the enforceability and operative effect of any other provision of the Plan or of that provision as applied to other Claims or Interests and the Debtors may modify the Plan to withdraw or modify such provision. F. HEADINGS OF ARTICLES AND SECTIONS The headings of the articles and sections of the Plan are inserted for convenience only and shall in no way affect the interpretation of its provisions. 67 G. SUCCESSORS AND ASSIGNS The rights, benefits and obligations of any entity referred to in the Plan shall be binding on, and shall inure to the benefit of, the heirs, executors, administrators, successors or assigns of such entity. H. CHANGES IN RATES SUBJECT TO REGULATORY COMMISSION APPROVAL The Debtors are not subject to governmental regulatory commission approval of their prices. I. SERVICES BY AND FEES FOR PROFESSIONALS 1. Prior to the Effective Date The Plan provides that fees and expenses for the professionals retained by the Committee or the Debtors for services rendered and costs incurred after the Petition Date and prior to the Effective Date, will be fixed by the Bankruptcy Court after notice and a hearing and such fees and expenses will be paid (less deductions for any and all amounts thereof already paid to such Persons) after approval by the Bankruptcy Court to the extent so approved and as provided in the Plan. 2. From the Effective Date Fees owing for services rendered and costs incurred and owing on and after the Effective Date by the Professionals retained by the Debtors will be paid by Reorganized CRC from the funds held by Reorganized CRC twenty (20) days after submission of a bill therefore to the Reorganized CRC, if there is no objection within such time. If there is such an objection, the fees 68 and expenses will be fixed by the Bankruptcy Court after notice and a hearing. The Bankruptcy Court will retain jurisdiction until the Case is closed, to determine disputed post-Effective Date fees of Reorganized CRC professionals. J. CONTINUATION OF THE COMMITTEE Pursuant to the Plan, the Committee shall not be dissolved upon Confirmation. However, as of the Effective Date, the Committee and each of its members shall be released and discharged from all duties and obligations arising from or related to the Cases, except those specifically reserved to the Committee under the terms of the Plan. Following the Effective Date, the Committees' fees and expenses shall be paid first from the Litigation Reserves until exhausted and then, upon Committee authorization, from any Litigation Proceeds until exhausted and then from any other Distributions to Class 3 Creditors. The Debtors shall have no liability for any post-Confirmation fees and/or expenses other than the Litigation Reserves. Following the Effective Date, the Committee may reconstitute itself to reduce the number of its members or otherwise change its membership, in its sole discretion. Notice of any such reconstitution shall be provided to Reorganized CRC. Subject to further order of the Bankruptcy Court, the Committee shall be dissolved effective as of the date of final distribution of all cash payments to be made to the holders of the Class 3 Claims under the Plan. 69 K. AMENDMENT, WITHDRAWAL OR REVOCATION OF THE PLAN The Debtors reserve the right to amend, revoke or withdraw the Plan prior to the Confirmation Date. If the Debtors should revoke or withdraw the Plan, then the Plan shall be null and void, and nothing contained in the Plan shall constitute a waiver or release of any Claims by or against, or any Interests in the Debtors, or prejudice in any manner the rights of Debtors. L. RETENTION OF JURISDICTION The Bankruptcy Court will retain and have exclusive jurisdiction over any matter (a) arising under the Bankruptcy Code, (b) arising in or related to the chapter 11 cases or the Plan, or (c) that relates to the following: a. Resolution of any matters related to the assumption, assumption and assignment, or rejection of any executory contract or unexpired lease to which the Debtors are a party or with respect to which the Debtors may be liable and to hear, determine and, if necessary, liquidate, any Claims arising therefrom, including those matters related to the amendment after the Effective Date of the Plan, to add any executory contracts or unexpired leases to the list of executory contracts and unexpired leases to be rejected; b. Entry of such orders as may be necessary or appropriate to implement or consummate the provisions of the Plan and all contracts, instruments, releases, and other agreements or documents created in connection with the Plan; 70 c. Determination of any and all motions, adversary proceedings, applications, and contested or litigated matters that may be pending on the Effective Date or that, pursuant to the Plan, may be instituted by the Reorganized CRC after the Effective Date; d. Ensuring that distributions to holders of Allowed Claims are accomplished as provided in the Plan; e. Hearing and determining any timely objections to Administrative Expense Claims or to proofs of Claim filed, both before and after the Confirmation Date, including any objections to the classification of any Claim and to allow, disallow, determine, liquidate, classify, estimate, or establish the priority of secured or unsecured status of any Claim, in whole or in part; f. Entry and implementation of such orders as may be appropriate in the event the Confirmation Order is for any reason stayed, revoked, modified, reversed, or vacated; g. Issuance of such orders in aid of execution of the Plan, to the extent authorized by section 1142 of the Bankruptcy Code; h. Consideration of any modifications of the Plan, to cure any defect or omission, or reconcile any inconsistency in any order of the Bankruptcy Court, including the Confirmation Order; i. Hearing and determining all applications for awards of compensation for services rendered and reimbursement of expenses incurred prior to the Confirmation Date; 71 j. Hearing and determining disputes arising in connection with or relating to the Plan or the interpretation, implementation, or enforcement of the Plan or the extent of any Entity's obligations incurred in connection with or released or exculpated under the Plan; k. Issuance of injunctions or other orders as may be necessary or appropriate to restrain interference by any Entity with consummation or enforcement of the Plan; l. Determination of any other matters that may arise in connection with or are related to the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument release, or other agreement or document created in connection with the Plan or the Disclosure Statement; m. Hearing and determining matters concerning state, local, and federal taxes (including but not limited to the Tax Refund) in accordance with sections 346, 505, and 1146 of the Bankruptcy Code; n. Hearing any other matter or for any purpose specified in the Confirmation Order that is not inconsistent with the Bankruptcy Code; and o. Entry of a final decree closing the chapter 11 cases. M. CONFIRMATION REQUEST In the event that all of the applicable requirements of 11 U.S.C.ss.1129(a) are met other than paragraph (8), the Debtors requests confirmation of the Plan notwithstanding the requirements of such paragraph under 11 U.S.C.ss.1129(b). 72 V. CONDITIONS TO EFFECTIVENESS OF THE PLAN Confirmation of the Plan is conditioned upon the events described below: 1. The Debtors' receipt of $4 million in equity financing from the sale of New Common Stock. 2. The Debtors' execution of all Plan Agreements required to be executed by Debtors. VI. EFFECT OF CONFIRMATION OF PLAN A. BINDING EFFECT OF CONFIRMATION. Confirmation will bind the Debtors, all Creditors, Interest Holders and other parties in interest to the provisions of the Plan whether or not the Claim or Interest of such Creditor or Interest Holder is impaired under the Plan and whether or not such Creditor or Interest Holder has accepted the Plan. B. VESTING OF ASSETS FREE AND CLEAR OF LIENS, CLAIMS AND INTERESTS Except as otherwise provided in the Plan or in the Confirmation Order, upon the Effective Date, title to all Assets and property of the Debtors, and all property of the Estate, including, pursuant to section 1123(b)(3)(b) of the Bankruptcy Code, each and every claim, demand or cause of action which the Debtor had or had power to assert immediately prior to Confirmation, will revest in Reorganized CRC, free and clear of all liens, Claims and Interests. Thereafter, Reorganized CRC will hold these assets without further jurisdiction, restriction or supervision of 73 the Bankruptcy Court. In addition, the Confirmation Order will serve to discharge and terminate the audit rights, if any, of the IRS and/or any other applicable authority with respect to the Tax Refund and the Adjusted Tax Refund. C. GOOD FAITH Confirmation of the Plan shall constitute a finding that: (i) this Plan has been proposed in good faith and in compliance with applicable provisions of the Bankruptcy Code; and (ii) the solicitation of acceptances or rejections of this Plan by all Persons and the offer, issuance, sale, or purchase, of a security offered or sold under the Plan has been in good faith and in compliance with applicable provisions of the Bankruptcy Code. Accordingly, on the Effective Date each of the officers and directors of the Debtors, the members of the Committee, and each of their respective advisors and attorneys, effective as of the Effective Date, will be deemed exculpated by Holders of Claims against and Interests in the Debtors and other parties in interest to the Cases (including, without limitation, the Debtors), from any and all claims, causes of action and other assertions of liability (including, without limitation, breach of fiduciary duty), arising out of or related to the Debtors, the Committee, the Cases or the exercise by such entities of their functions as members of or advisors to or attorneys for any such individuals or committee or otherwise under applicable law, in connection with or related to the Cases, including without limitation, the formulation, negotiation, preparation, dissemination, Confirmation and consummation of this Plan and any agreement, instrument or other document issued hereunder or related hereto; provided, however, that neither the Plan nor Confirmation shall have any effect on liability for 74 any act or omission of the officers and directors of the Debtors, the members of the Committee, and each of their respective advisors and attorneys to the extent that such act or omission is ultra vires or constitutes gross negligence or willful misconduct. D. NO LIMITATIONS ON EFFECT OF CONFIRMATION Nothing contained in the Plan will limit the effect of Confirmation as described in section 1141 of the Bankruptcy Code. E. DISCHARGE OF CLAIMS The rights afforded under the Plan and the treatment of Claims under the Plan will be in exchange for and in complete satisfaction, discharge, and release of all Claims. Confirmation of the Plan shall discharge Debtor from all Claims that arose before the Confirmation Date and all Claims of all kinds specified in sections 502(g), (h) and (i) of the Bankruptcy Code, whether or not a proof of Claim is filed or deemed filed, and whether or not a Creditor has accepted the Plan. However, any liability imposed by the Plan will not be discharged. F. JUDICIAL DETERMINATION OF DISCHARGE As of the Confirmation Date, except as provided in the Plan, all Persons shall be precluded from asserting against the Debtors any other or further Claims, debts, rights, causes of action, liabilities, including but not limited to the rights, if any, related to audit rights by the IRS or other applicable authorities with respect to the Tax Refund and/or the Adjusted Tax Refund, or equity interests based on any act, omission, transaction or other activity of any kind or nature that occurred before the Confirmation Date, and the Confirmation Order shall be a judicial 75 determination of discharge of all Claims against the Debtors pursuant to sections 524 and 1141 of the Bankruptcy Code, and shall void any judgment obtained or entered against Debtors at any time, to the extent the judgment relates to discharged Claims. G. INJUNCTION As of the Confirmation Date, all Persons that have held, currently hold or may hold a Claim or other debt or liability that is discharged or an Interest or other right of an equity security holder that is terminated pursuant to the Plan are permanently enjoined from taking any of the following actions on account of such discharged Claims, debts, or liabilities or terminated Interests or rights: (a) commencing or continuing in any manner any action or other proceeding against Debtors and/or their property or Reorganized CRC and/or its property; (b) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree, or other against Debtors and/or their property or Reorganized CRC and/or its property; (c) creating, perfecting or enforcing any lien or encumbrance against Debtors and/or their property or Reorganized CRC and/or its property; (d) asserting a right of subrogation or recoupment of any kind against any debt, liability or obligation due to Debtors and/or their property or Reorganized CRC and/or its property; and (e) commencing or continuing any action that does not comply with or is inconsistent with the provisions of the Plan. H. SECURITIES LAWS The entry of the Confirmation Order shall be (1) a final determination of the Bankruptcy Court that the New Common Stock and New Warrants to be distributed pursuant to this Plan are 76 entitled to all of the benefits and exemptions provided by section 1145 of the Bankruptcy Code and (2) deemed to incorporate the following as mixed findings of fact and conclusions of law: 1. Initial Offer and Sale Exempt from Registration. Section 5 of the Securities Act and any State or local law requiring registration for the offer or sale of a security or registration or licensing of an issuer of, underwriter of, or broker or dealer in, a security, do not apply to (a) the offer or sale of any New Common Stock or any New Warrants in accordance with the Plan or (b) the offer of any New Common Stock through, or the sale of any New Common Stock upon the exercise of, any New Warrants offered or sold in accordance with the Plan. 2. For Resale Purposes, Initial Offering Deemed Public Offering. The offer or sale of the New Common Stock and New Warrants in accordance with the Plan (including, without limitation, any New Common Stock offered through or sold upon exercise of any New Warrants) is deemed to be a public offering. Accordingly, such securities shall be deemed not to be "restricted securities" within the meaning of the Securities Act and may be resold without registration under the Securities Act by any holder not deemed under 11 U.S.C. ss. 1145(b) to be an underwriter with respect to such securities. 3. Creditor Trust Matters. The Creditor Trust, in reliance upon the exemption afforded by 11 U.S.C. 1145(a), is entitled to issue beneficial interests to its beneficiaries in accordance with the Plan without registration under the Securities Act. Beneficial interests in the Creditor Trust are not "equity 77 securities" within the meaning of the Exchange Act and the Creditor Trust is entitled to issue beneficial interests to its beneficiaries and distribute the Class 3 Warrants (or New Common Stock issued upon exercise thereof) in accordance with the Plan without registration of such interests under such act. Beneficial interests in the Creditor Trust are not "evidences of indebtedness" within the meaning of the Trust Indenture Act of 1939, as amended, and the Creditor Trust is entitled to issue beneficial interests to its beneficiaries in accordance with the Plan other than pursuant to an indenture qualified under such act. The Creditor Trust, in reliance upon the exception for transactions that are merely incidental to the dissolution of an investment company, is entitled to conduct its activities in accordance with the Plan without registration under the Investment Company Act of 1940, as amended. I. MODIFICATION OF PLAN The Proponent of the Plan may modify the Plan at any time before confirmation. However, the Court may require a new disclosure statement and/or revoting on the Plan if proponent modifies the plan before confirmation. The Proponent of the Plan may also seek to modify the Plan at any time after confirmation so long as (1) the Plan has not been substantially consummated and (2) if the Court authorizes the proposed modifications after notice and a hearing. 78 J. POST-CONFIRMATION CONVERSION/DISMISSAL In addition to all other rights available in law of equity, a creditor or party in interest may bring a motion to convert or dismiss the case under ss.1112(b), after the Plan is confirmed, if there is a default in performing the Plan. K. FINAL DECREE Once the estate has been fully administered as referred to in Bankruptcy Rule 3022, the Plan Proponent, or other party as the Court shall designate in the Plan Confirmation Order, shall file a motion with the Court to obtain a final decree to close the case. Dated: July __, 2002 COOKER RESTAURANT CORPORATION SOUTHERN COOKER LIMITED PARTNERSHIP CGR MANAGEMENT CORPORATION ------------------------------- By: Henry Hillenmeyer Their: Chief Executive Officer 79 SUMMARY OF EXHIBITS

EXHIBIT DESCRIPTION ------- ----------- 1 Definitions 2 CIT Tranche A FFE 3 CIT Tranche B FF&E 4 Tranche A Leased Properties 5 Tranche A Owned Properties 6 Tranche B Owned Properties

80 TABLE OF CONTENTS

PAGE I. INTRODUCTION......................................................................................1 II. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS..............................................3 A. What Creditors and Interest Holders Will Receive Under The Plan.................................3 B. Substantive Consolidation.......................................................................3 C. Unclassified Claims.............................................................................5 1. Administrative Expenses................................................................5 a. Administrative Claims of Non-Professionals....................................5 b. Administrative Claims of Professionals........................................7 c. Administrative Real and Personal Property Tax Claims..........................9 d. Administrative Bar Date for Filing of Administrative Claims...................9 (1) Bar Date for Administrative Tax Claims................................9 (2) Bar Dates for All Other Administrative Claims........................10 2. Priority Tax Claims...................................................................11 D. Classified Claims and Interests................................................................12 1. Summary of Classification under the Debtors' Plan.....................................12 2. Classes of Secured Claims.............................................................12 3. Class 1(a): Secured Claim of the Bank Group:..........................................12 a. General......................................................................13 b. The Bank Group Allowed Tranche A Claim.......................................13 (1) Amount...............................................................13 (2) Maturity Date, Interest Rate and Amortization........................13 (3) Payments.............................................................14 (4) Security.............................................................14 (5) Real Property Taxes..................................................15 (6) Insurance............................................................16 c. The Tranche B Claim..........................................................16 (1) Amount...............................................................16 (2) Interest.............................................................17 (3) Non-Recourse.........................................................17

TABLE OF CONTENTS

PAGE (4) Payments.............................................................17 (a) Payments Already Made on Account of Tranche B Claim.........17 (b) Pre-Effective Date Payments on Account of Tranche B Claim.............................................17 (c) Tranche B Net Proceeds......................................19 (5) Security.............................................................20 (6) Deed In Lieu Option..................................................20 d. The Bank Group General Unsecured Claim ......................................21 e. Warrants.....................................................................22 (1) Amount...............................................................22 (2) Exercise and Strike Price............................................22 (3) Redemption of Warrants...............................................23 (4) Bank Group Warrant Agreement.........................................24 f. Miscellaneous................................................................25 (1) Cost of Documentation................................................25 (2) Mutual Releases......................................................25 (3) Capital Expenditure Budget...........................................26 (4) Restrictions.........................................................26 (5) Balance Sheet Liabilities............................................26 (6) Waiver of Right to Block Distributions to Bondholder General Unsecured Claims..................................26 4. Class 1(b): Allowed Secured Claim of CIT..............................................27 a. General......................................................................27 b. The CIT Tranche A Claim......................................................27 (1) Amount...............................................................27 (2) Maturity Date, Interest Rate and Amortization........................27 (3) Payment..............................................................28 (a) Cash Payment on Effective Date..............................28 (b) Interest Only Payments through January 2, 2003..............28

ii TABLE OF CONTENTS

PAGE (c) Principal and Interest Payments through January 1, 2008.....28 (d) The Class 3(b) Bondholder Payment...........................28 (4) Security.............................................................29 (5) Release Prices.......................................................29 c. The CIT Tranche B Claim......................................................29 (2) Interest.............................................................29 (3) Non-Recourse.........................................................30 (4) Security.............................................................30 (5) Payments.............................................................30 (a) Pre-Effective Date Payments on Account of CIT Tranche B Claim.........................................30 (b) Payments Upon Sale of CIT Tranche B Property (or a CIT Tranche A Property which is closed before a sale within 24 months of the Effective Date).........................................31 d. CIT General Unsecured Claim..................................................31 e. Miscellaneous................................................................32 (1) Kennesaw and Gwinett.................................................32 (2) Sale of FF&E at Locations Where the Real Property Lease Has Been Rejected..............................................32 (3) Mutual Releases......................................................33 (4) Warrants.............................................................33 (5) Store 110 (Nashville)................................................33 5. Class 1(c): Secured Real Property Tax Claims..........................................33 6. Class 1(d): PACA Claims...............................................................34 7. Class 1(e): Reclamation Claims.......................................................34 8. Class 1(f): Secured Personal Property Tax Claims......................................35 9. Class 1(g): Subordinate Secured Real Property Claims..................................36 10. Class of Priority Non-Tax Claims......................................................36

iii TABLE OF CONTENTS

PAGE 11. Classes of Unsecured Claims...........................................................38 a. Classes 3(a)-3(c)............................................................38 (1) Class 3 Available Distributable Cash.................................38 (a) Class 3(a) Share............................................39 (b) Class 3(b) Share............................................40 (c) Class 3(c) Share............................................41 (d) Timing of the Payments......................................42 (i) Initial Cash Payment of Class 3 Available Distributable Cash.......................42 (ii) Remaining Cash Payment of Class 3 Available Distributable Cash.......................42 (iii) No Payments on Class 3(c)..........................43 (2) Warrants.............................................................43 (a) General.....................................................43 (b) Exercise and Strike Price...................................44 (c) Trust for Class 3 Warrants..................................45 (d) Indenture Trustee Fees......................................47 (e) Creditor Trust Agreement....................................47 (3) Litigation Proceeds..................................................48 (a) Claims Against Arthur Seelbinder............................48 (b) Preference Actions..........................................48 (c) Timing of Payments..........................................49 (d) Attorneys Fees and Costs....................................50 (e) Delivery of Financial Statements............................50 (f) Rule 144 Reporting..........................................51 E. Class(es) of Interest Holders..................................................................51 F. Means of Effectuating the Plan.................................................................52 1. Funding for the Plan..................................................................52 a. Cash Needs on the Effective Date.............................................52 2. Sources of Cash on the Effective Date.................................................52

iv TABLE OF CONTENTS

PAGE 3. Equity Capital........................................................................53 a. Shares of Reorganized CRC....................................................53 b. New Warrants.................................................................56 c. New Common Stock under Employee Incentive Stock Plan.........................57 d. New Equity Summary...........................................................58 4. Corporate Structure and Governance....................................................58 a. Merger or Charter............................................................58 b. Composition Of Reorganized Debtors' Board Of Directors And Identity And Compensation Of Officers....................................59 5. Employee Incentive Plan/Stock Option Plan.............................................59 6. Executive Bonuses.....................................................................60 7. Estate Representative.................................................................60 8. Disputed Claims and Unclaimed Property................................................62 G. Claim Objection Bar Date.......................................................................64 III. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES............................................64 A. Executory Contracts and Unexpired Leases to be Assumed.........................................64 B. Other Executory Contracts and Unexpired Leases to be Rejected..................................65 IV. TREATMENT OF MISCELLANEOUS ITEMS.................................................................66 A. Rounding of Amounts/De Minimis Amounts.........................................................66 B. Name and Address of Holder.....................................................................66 C. Application of Payments........................................................................66 D. Orders to Aid Consummation of Plan.............................................................66 E. Severability...................................................................................67 F. Headings of Articles and Sections..............................................................67 G. Successors and Assigns.........................................................................68 H. Changes in Rates Subject to Regulatory Commission Approval.....................................68 I. Services By And Fees For Professionals.........................................................68 1. Prior to the Effective Date...........................................................68 2. From the Effective Date...............................................................68

v TABLE OF CONTENTS

PAGE J. Continuation of the Committee..................................................................69 K. Amendment, Withdrawal Or Revocation Of The Plan................................................70 L. Retention of Jurisdiction......................................................................70 M. Confirmation Request...........................................................................72 V. CONDITIONS TO EFFECTIVENESS OF THE PLAN..........................................................73 VI. EFFECT OF CONFIRMATION OF PLAN...................................................................73 A. Binding Effect Of Confirmation.................................................................73 B. Vesting of Assets Free and Clear of Liens, Claims and Interests................................73 C. Good Faith.....................................................................................74 D. No Limitations on Effect of Confirmation.......................................................75 E. Discharge of Claims............................................................................75 F. Judicial Determination of Discharge............................................................75 G. Injunction.....................................................................................76 H. Securities Laws................................................................................76 1. Initial Offer and Sale Exempt from Registration.......................................77 2. For Resale Purposes, Initial Offering Deemed Public Offering..........................77 3. Creditor Trust Matters................................................................77 I. Modification of Plan...........................................................................78 J. Post-Confirmation Conversion/Dismissal.........................................................79 K. Final Decree...................................................................................79

vi TABLE OF TABLES

PAGE TABLE 1: SUMMARY OF ADMINISTRATIVE CLAIMS OF NON-PROFESSIONALS........................6 TABLE 2: SUMMARY OF ADMINISTRATIVE CLAIMS OF PROFESSIONALS............................8 TABLE 3: SUMMARY OF PRIORITY TAX CLAIMS..............................................11 TABLE 4: SUMMARY OF CLASSIFICATION OF CLAIMS AND INTERESTS...........................12 TABLE 5: TREATMENT OF ALLOWED SECURED REAL PROPERTY TAX CLAIMS.......................34 TABLE 6: TREATMENT OF ALLOWED PACA CLAIMS............................................34 TABLE 7: TREATMENT OF ALLOWED RECLAMATION CLAIMS.....................................35 TABLE 8: TREATMENT OF ALLOWED SECURED PERSONAL PROPERTY TAX CLAIMS..................36 TABLE 9: TREATMENT OF ALLOWED SUBORDINATE REAL PROPERTY CLAIMS.......................36 TABLE 10: TREATMENT OF ALLOWED PRIORITY NON-TAX CLAIMS................................37 TABLE 11: SUMMARY OF CLASSIFICATION OF UNSECURED CLAIMS...............................38 TABLE 12: SUMMARY OF TREATMENT FOR INTEREST HOLDERS...................................51 TABLE 13: SUMMARY OF CASH NEEDS ON EFFECTIVE DATE.....................................52 TABLE 14: SUMMARY OF NEW EQUITY.......................................................58 TABLE 15: MANAGEMENT COMPENSATION SUMMARY (2002-2003).................................59

-i- EX-99.1 4 g78485exv99w1.txt CONFIRMATION ORDER EXHIBIT 99.1 UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF OHIO EASTERN DIVISION In re ) Case Nos. 01-56156, 01-56158 ) 56160 COOKER RESTAURANT ) CORPORATION, et al.,(1) ) Jointly Administered Under ) CASE NO. 01-56156 Debtors and Debtors in Possession ) Chapter 11 ) Judge: Donald E. Calhoun, Jr. ORDER PURSUANT TO SECTION 1129 OF THE BANKRUPTCY CODE CONFIRMING THE DEBTORS' FIRST AMENDED PLAN OF REORGANIZATION DATED JULY 3,2002 (AS REVISED)(2) Cooker Restaurant Corp., CGR Management Corporation and Southern Cooker Limited Partnership, the debtors and debtors-in-possession in the captioned Chapter 11 cases (the "Debtors"), having on May 25, 2001 (the "Petition Date") filed voluntary petitions for relief under the provisions of Chapter 11 of Title 11 of the United States Code, 11 U.S.C. Sections 101 et seq., as amended (the "Bankruptcy Code"); and having on July 9, 2002 filed the Debtors' First Amended Plan of Reorganization Dated July 3, 2002 (As Revised) (the "Plan")(3) and the First Amended Disclosure Statement Dated July 3, 2002 (As Revised) Pursuant to Section 1125 of the Bankruptcy Code Describing the Debtors' First Amended Plan of Reorganization Dated July 3, 2002 (As Revised) (the "Disclosure Statement"); and notice of filing of the Plan and Disclosure Statement and other related materials having been distributed by the Debtors on or about July 17, - ---------- (1) CGR Management Corporation, a Florida corporation and Southern Cooker Limited Partnership, an Ohio partnership, both of which are affiliates of the Cooker Restaurant Corporation are also debtors in possession. (2) Capitalized terms contained in this Order shall have the meaning set forth in the Plan. (3) Subsequent to filing the Plan, the Debtors filed: (1) Notice re: Filing of Missing Page of Exhibits to Amended Disclosure Statement; (2) Notice of Modification of Exhibit Q to Disclosure Statement; (3) Notice of Submission of Red-Lined Change Pages to Disclosure Statement and Plan. The terms "Plan" and "Disclosure Statement" includes reference to these documents. 1 2002 to all holders of claims against and equity interests in the Debtors (the "Solicitation") as required by the Court's Order Granting Debtors' Motion for the Entry of An Order (1) Approving Solicitation, Voting, Balloting and Notice Procedures and (2) Setting Confirmation Hearing and Certain Deadlines in Connection with the First Amended Plan of Reorganization of Cooker Restaurant Corporation and its Subsidiaries; and a Ballot Analysis having been filed with this Court on September 5, 2002; and the Court having entered an order (the "Disclosure Statement Order"), approving the Disclosure Statement and finding that the Disclosure Statement contained "adequate information" within the meaning of section 1125 of the Bankruptcy Code and that the Disclosure Statement complied with all applicable nonbankruptcy laws, rules and regulations concerning the adequacy of disclosure; and the Court having found that due notice of the hearing on the Disclosure Statement (the "Disclosure Statement Hearing") was provided in accordance with the Disclosure Statement Order and all applicable provisions of the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"); and the Court having further scheduled a hearing pursuant to Sections 1128 and 1129 of the Bankruptcy Code and Bankruptcy Rule 3017(c) to consider confirmation of the Plan (the "Confirmation Hearing"); and the Declaration of Service of Jeffrey N. Pomerantz, dated September 3, 2002, having been filed with this Court with respect to the Solicitation; and the Declaration of Eamon Fahey (the Fahey Declaration") with respect to the reasonableness of the fees and expenses incurred by the Indenture Trustee with respect to the Debtors' Debentures having been filed with the Court; and the Court having considered the objections to confirmation (the "Objections") filed by (1) Wayne County Treasurer; (2) Oakland County Treasurer; (3) City of Raleigh; (4) State of Ohio 2 Department of Taxation; (5) Bell Tower and (6) the reservation of rights filed by the Debtors' secured real property lenders (the "Bank Group"), upon the record of the Confirmation Hearing and all of the affidavits and declarations filed, evidence adduced and arguments of counsel made at the Confirmation Hearing; and capitalized terms used and not defined herein having the respective meanings ascribed to them in the Plan; and after due deliberation and sufficient cause appearing therefor, this Court hereby FINDS THAT: 1. The Plan complies with all applicable provisions of the Bankruptcy Code, as required by section 1129(a)(1) of the Bankruptcy Code. 2. The Plan has been duly accepted by the classes of creditors whose acceptance is required by law for confirmation of the Plan in accordance with the provisions of Sections 1126 and 1129 of the Bankruptcy Code. 3. The Debtors, as the proponents of the Plan, have complied with all applicable provisions of the Bankruptcy Code, as required by section 1129(a)(2) of the Bankruptcy Code. 4. The Plan has been proposed in good faith and not by any means forbidden by law, as required by section 1129(a)(3) of the Bankruptcy Code. 5. As required by section 1129(a)(4) of the Bankruptcy Code, any payment made or to be made by the Debtors, or by a person issuing securities or acquiring property under the Plan, to professionals retained by the Debtors for services or for costs and expenses in or in connection with the Case, or in connection with the Plan and incident to the Case, have been approved by, or are subject to the approval of this Court as reasonable, including, but not limited to, the Allowed Administrative Claim of the Indenture Trustee under the Debtors' Debentures. 3 6. As required by section 1129(a)(5) of the Bankruptcy Code, the Debtors, as the proponents of the Plan, have disclosed the identity and affiliations of all individuals proposed to serve, after confirmation of the Plan, as a director, officer or voting trustee of Reorganized CRC under the Plan. The appointment to, or continuance in, office of such individuals is consistent with the interests of creditors and equity security holders and with public policy. The Debtors, as the proponents of the Plan, have disclosed the identity of all insiders that will be employed or retained by Reorganized CRC under the Plan and the nature of any compensation of such insiders. 7. No governmental regulatory commission has jurisdiction, after confirmation of the Plan, over the rates of Reorganized CRC, and the Plan complies with section 1129(a)(6) of the Bankruptcy Code. 8. As required by section 1129(a)(7) of the Bankruptcy Code, with respect to each impaired Class of Claims or Interests under the Plan, each holder of a Claim or Interest of each such Class has accepted the Plan, or will receive or retain under the Plan on account of such Claim or Interest property of a value, as of the Effective Date, that is not less than the amount that such holder would so receive or retain if the Debtors were liquidated under Chapter 7 of the Bankruptcy Code on such date. 9. The Plan complies with section 1129(a)(9) of the Bankruptcy Code in that: a. With respect to any Claim for an administrative expense of the kind described in section 503(b) of the Bankruptcy Code, the Plan provides that such Claim is not impaired and further provides that the holder of such Claim will be paid by Reorganized CRC, 4 on account of such Claim, Cash equal to the allowed amount of such Claim on the later of (i) the Effective Date and (ii) the date such Claim becomes an Allowed Claim; provided, however, that (1) such holder may be treated on such less favorable terms as may be agreed to by such holder, and (2) any such Claim representing liabilities incurred by the Debtors in the ordinary course of their business during the Case shall be paid by Reorganized CRC in accordance with the terms and conditions of the particular transactions and agreements relating thereto; b. With respect to any Claim for a Tax to the extent that it is entitled to priority in payment under section 507(a)(8) of the Bankruptcy Code, the Plan provides that the holder of such Claim that is an Allowed Claim (i) shall receive deferred payments on account of its Allowed Claim over a period of six (6) years from the Effective Date. Each claimant shall receive monthly installments of principal and interest on the unpaid portion thereof at 5.5% per annum with the first installment due on the first day of the first month following the thirtieth (30th) day after the Effective Date with each installment due each one month thereafter. The Debtors may, without penalty, prepay the entire amount of a Priority Tax Claim at any time. 10. The Plan has been accepted by at least one Class of impaired Claims, excluding votes cast by insiders, as required by section 1129(a)(10) of the Bankruptcy Code. 11. Confirmation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of Reorganized CRC or any successor to the Debtors under the Plan, as required by section 1129(a)(11) of the Bankruptcy Code. 5 12. All fees payable under 28 U.S.C. Section 1930 have been paid or the Plan provides for the payment of all such fees on the Effective Date, as required by section 1129(a)(12) of the Bankruptcy Code. 13. As required by section 1129(a)(13) of the Bankruptcy Code, any Claims against the Debtors for payment of any retiree benefits, as that term is defined in section 1114 of the Bankruptcy Code, are not impaired under the Plan. 14. Claims in Classes 1(a), 1(b), 1(c), 1(f), 1(g), 3(a), 3(b) and 3(c) and Interests in Class 4 are impaired under the Plan. 15. Holders of Claims in Classes 1(a), 1(b), 3(a), 3(b) and 3(c) have voted to accept the Plan. No Holder of a Claim in Class 1(g) voted. Not all creditors in class 1(c) and 1(f) voted to accept the Plan. Holders of Claims in Classes 1(d) and 1(e) were not impaired under the Plan and are conclusively presumed to have accepted the Plan pursuant to Bankruptcy Code section 1126(g). 16. Holders of Interests in Class 4 were not entitled to vote on the Plan and are conclusively presumed to have rejected the Plan pursuant to Bankruptcy Code section 1126(g). 17. With respect to the holders of Claims or Interests in Classes 1(g) and 4 and those creditors in Classes 1(c) and 1(f) who did not vote, the Plan does not discriminate unfairly and is fair and equitable within the meaning of section 1129(b)(2)(B)(ii) or section 1129(b)(2)(C)(ii) of the Bankruptcy Code, as applicable, because no holder of any junior Claim or Interest, as applicable, will receive or retain any property under the Plan on account of such junior Claim or Interest. 6 18. The Plan provides adequate means for its implementation, as required by section 1123(a)(5) of the Bankruptcy Code. 19. The Plan provides for the inclusion in the Debtors' certificate of incorporation of all provisions required by section 1123(a)(6) of the Bankruptcy Code. 20. The Debtors will have, immediately upon the Effective Date, sufficient Cash to make all payments required to be made on the Effective Date pursuant to the terms of the Plan. 21. It is not the principal purpose of the Plan to avoid taxes or the application of any federal or state securities laws. 22. The Debtors have provided the non-debtor parties to those executory contracts and unexpired leases identified on Exhibit "A" hereto which are being assumed under the Plan with adequate assurance of Reorganized CRC's future performance under those executory contracts and unexpired leases. 23. The Plan has been proposed in good faith and in compliance with applicable provisions of the Bankruptcy Code; and the solicitation of acceptances or rejections of the Plan by all Persons and the offer, issuance, sale, or purchase, of a security offered or sold under the Plan has been in good faith and in compliance with applicable provisions of the Bankruptcy Code. 24. Substantive consolidation of the Cases as contemplated under the Plan is in the best interests of the Debtors, the Estates and their creditors. 7 Accordingly, it is hereby ORDERED, DETERMINED AND DECREED THAT: Objections to the Plan 25. Objections to confirmation of the Debtors' Plan were resolved as follows: a. The objection filed by the Wayne County Treasurer has been resolved pursuant to Stipulation, a copy of which is attached hereto as Exhibit D. b. The objection of the Oakland County Treasurer has been resolved pursuant to Stipulation, a copy of which is attached hereto as Exhibit E. c. The objection filed by Bell Tower Properties, L.P was resolved pursuant to the Stipulation and Order Between the Debtors and Bell Tower Properties, L.P. Concerning Confirmation of the Plan, Cure Amount for Assumption of the Lease and Debtors' Motion to Assume and Assign Its Leasehold Interest in the Ft. Myers Florida Lease and to Sell the Lease and Attendant Furniture, Fixtures and Equipment Free and Clear of Liens (the "Bell Tower Stipulation"), a copy of which is attached hereto as Exhibit F. d. The objection of the City of Raleigh has been resolved by the Debtors agreement that the City of Raleigh's claim in the amount of $677.80 is secured. e. The objection of the State of Ohio Department of Taxation has been resolved by the Debtors modification of Article VI(c) of the Plan to reflect that the exculpation applies only to activities related to the Cases. The modified language is set forth at section 44. of this Order. Accordingly, the State of Ohio Department of Taxation has withdrawn its objection. f. The objection filed by the Bank Group has been withdrawn. Confirmation of the Plan 8 Confirmation of the Plan 26. Pursuant to section 1129 of the Bankruptcy Code, the Plan is hereby confirmed and the Debtors are authorized and directed, without need for action by any director(s), shareholder(s) or limited partner(s) to implement the Plan in accordance with the terms thereof and to take any and all actions contemplated to be taken by the Debtors under the Plan including, but not limited to, executing, delivering, acknowledging, sealing, filing, submitting or authenticating any documents the Debtors deem necessary to implement the transactions provided for in the Plan. 27. The Objections to confirmation of the Plan that have not been withdrawn are overruled. 28. The record of the Confirmation Hearing is hereby closed. 29. In accordance with section 1141 of the Bankruptcy Code, the provisions of the Plan shall be binding upon the Debtors, Reorganized CRC, any person acquiring or receiving property under the Plan, any party to a contract with the Debtors, any lessor or lessee of property to or from the Debtors and any holder of a Claim against or an Interest in the Debtors, whether or not such Claim or Interest is impaired under the Plan and whether or not such holder has filed a proof of claim or has accepted the Plan. 30. Except as otherwise expressly provided in the Plan or this Order, upon the occurrence of the Effective Date, all Persons shall be precluded from asserting against the Debtors or Reorganized CRC any other or further Claims, including but not limited to the rights, if any, related to audit rights by the IRS or other applicable authorities with respect to the Tax 9 Refund and/or the Adjusted Tax Refund, or equity interests based on any act, omission, transaction or other activity of any kind or nature that occurred before the Confirmation Date, and the Confirmation Order shall be a judicial determination of discharge of all Claims against the Debtors pursuant to sections 524 and 1141 of the Bankruptcy Code, and shall void any judgment obtained or entered against Debtors at any time, to the extent the judgment relates to discharged Claims. 31. Except as otherwise provided in the Plan or this Order, as of the Effective Date, all Persons that have held, currently hold or may hold a Claim or other debt or liability that is discharged or an Interest or other right of an equity security holder that is cancelled or terminated pursuant to the Plan are permanently enjoined from taking any of the following actions on account of such discharged Claims, debts, or liabilities or cancelled or terminated Interests or rights: (a) commencing or continuing in any manner any action or other proceeding against Debtors and/or their property or Reorganized CRC and/or its property; (b) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree, or other against Debtors and/or their property or Reorganized CRC and/or its property; (c) creating, perfecting or enforcing any lien or encumbrance against Debtors and/or their property or Reorganized CRC and/or its property; (d) asserting a right of subrogation or recoupment of any kind against any debt, liability or obligation due to Debtors and/or their property or Reorganized CRC and/or its property; and (e) commencing or continuing any action that does not comply with or is inconsistent with the provisions of the Plan. 10 32. Except as otherwise provided in the Plan or in this Order, upon the Effective Date, title to all Assets and property of the Debtors, and all property of the Estate, including, pursuant to section 1123(b)(3)(b) of the Bankruptcy Code, each and every claim, demand or cause of action which the Debtor had or had power to assert immediately prior to Confirmation, will revest in Reorganized CRC, free and clear of all liens, Claims and Interests. Thereafter, Reorganized CRC will hold these Assets without further jurisdiction, restriction or supervision of the Bankruptcy Court. 33. Except as otherwise expressly provided in the Plan and this Order, the Debtors on behalf of themselves and Reorganized CRC, and the Committee with respect to the matters being assigned to it for prosecution, have retained and reserved all rights to prosecute any Rights of Action, whether arising prior to or after the Petition Date, in any court or other tribunal, including, without limitation, in an adversary proceeding filed in the Cases. The failure to identify in the Disclosure Statement any potential or existing Right of Action generally or specifically does not limit the rights of the Debtors, Reorganized CRC or the Committee to pursue any such action. 34. After the Effective Date, the Committee shall have standing to prosecute, on behalf of the Holders of all Allowed Class 3(a), 3(b), and 3(c) Creditors, the Debtors' Estates' claims (a) to recover transfers as avoidable preferences under section 547 of the Bankruptcy Code, which were identified on Exhibit F to the Disclosure Statement (excluding any payments made to any member of the Bank Group, any prior member of the Bank Group, CIT and/or to Winthrop) (the "Preference Actions"); and (b) the Debtors' Estates' claims against Arthur 11 Seelbinder et al. (the "Seelbinder Litigation"). All proceeds of the Seelbinder Litigation and the Preference Actions (less any amounts approved by the Committee for the payment of the Committee's fees and expenses) shall be turned over to Reorganized CRC which shall hold such proceeds in a segregated account for payment of Allowed Claims of Class 3(a), 3(b) and 3(c) creditors (the "Avoidance Action Account") and shall use such proceeds as provided for under the Plan including, but not limited to, paying the Allowed Claims of Class 3(a), (b) and (c) creditors as provided in the Plan. The Debtors shall not be responsible for payment of any attorneys' fees or costs relating to prosecution of the Seelbinder Litigation or the Preference Actions. 35. Notwithstanding anything to the contrary in the Plan or this Order, the Committee shall not commence prosecution of any Preference Actions until the Claim Objection Bar Date. Thereafter, the Committee may commence prosecution of any Preference Action unless the Debtors have filed an objection to a Claim and asserted, as a defense to payment of such Claim under section 502(d) of the Bankruptcy Code, that the holder of a Claim is a recipient of a transfer which may be avoidable under Section 544, 547, 548, 549 or 550 of the Bankruptcy Code or equivalent or analogous applicable state law provisions (a "Defensive Avoidance Action"). The Debtors may settle and compromise any Defensive Avoidance Action with the written consent of the Committee or Bankruptcy Court approval. The cash proceeds actually received on account of such Defensive Avoidance Actions shall be held in the Avoidance Action Account and used to pay Allowed Claims of Class 3(a), 3(b) and 3(c) creditors as provided in the Plan. 12 36. Unless a Right of Action against any Person was expressly waived, relinquished, released, compromised or settled as provided or identified in the Plan or any Final Order, the Debtors on behalf of themselves, Reorganized CRC and the Committee have retained and reserved all Rights of Action for later adjudication and, therefore, no preclusion doctrine, including, without limitation, the doctrines of res judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable or otherwise) or laches shall apply to such Rights of Action upon or after the confirmation or consummation of the Plan. In addition, the Debtors on behalf of themselves and Reorganized CRC have the right to pursue or adopt any claims alleged in any lawsuit in which the Debtors are defendants or interested parties against any Person. 37. The Debtors are authorized to adopt and implement the Employee Incentive Plan/Stock Option Plan described in Article II.F.5 of the Plan, including but not limited to the issuance of securities pursuant to such plans, and to distribute the Executive Bonuses described in Article II.F.6 of the Plan. 38. The provisions in Article II.F.8 governing Disputed Claims and Unclaimed Property are hereby approved and found to be fair and reasonable. 39. On the Effective Date, the transfers of assets by the Debtors contemplated by the Plan (a) shall be legal, valid and effective transfers of property, (b) vest or will vest in the transferee good title to such property free and clear of all Claims, Interests and Liens, except those provided for in the Plan or this Order, (c) do not or will not constitute fraudulent conveyances under any applicable law and (d) do not and will not subject the Debtors, 13 Reorganized CRC or property so transferred to any liability by reason of such transfer under applicable law or any theory of law including, without limitation, any theory of successor or transferee liability. 40. For the purpose of Distributions under the Plan the Indenture Trustee shall be deemed to be the sole holder of all Bondholder Unsecured Claims. Accordingly, all Distributions on account of Allowed Bondholder Unsecured Claims (including beneficial interests in the Creditor Trust and any Distributions in respect of such interests subject to the Creditor Trust Agreement) shall be distributed to the Indenture Trustee, for further distribution in accordance with the terms of the Indenture. The provisions of the Indenture shall govern the method of delivery by the Indenture Trustee of Distributions and the treatment of undeliverable distributions. 41. No Bondholder shall be entitled to receive any Distribution from the Indenture Trustee respecting the Debenture(s) unless and until such holder shall have first either (i) surrendered or caused to be surrendered to the Indenture Trustee the original Debenture(s) held by such holder; or (ii) if such holder is unable to surrender the original Debenture(s) because same has been lost, destroyed, stolen or mutilated, (x) furnished the Indenture Trustee with an executed affidavit of the loss, destruction, theft or mutilation of such note in a form reasonably satisfactory to the Indenture Trustee, and (y) provided the Indenture Trustee with such security or indemnity as may reasonably be required by the Indenture Trustee, in an amount and form sufficient to indemnify or hold harmless the Indenture Trustee against any claim that may be made against the Indenture Trustee on account of the Distribution of property 14 hereunder. Promptly upon receiving such Debentures, the Indenture Trustee shall cancel such Debentures and dispose of such Debentures as provided in the Indenture. 42. Any Bondholder that fails to surrender its Note(s) or to provide an affidavit in lieu of such Note(s) within six months after the Effective Date shall be conclusively deemed to have no further claim in respect of its Debenture, and all property attributable to claims with respect to such Debentures not surrendered shall be distributed pro rata to all other Bondholders who have complied with paragraph 40 above. 43. The rights and obligations of the Debtors under the Indenture will be deemed canceled pursuant to section 1123(a)(5) of the Bankruptcy Code on the Effective Date, except to the extent that any provisions of the Indenture or obligations of the Indenture Trustee are included in, or are incorporated by reference into the Plan or this Order. Notwithstanding the cancellation of the Indenture, such cancellation will not impair the rights of the Bondholders to receive distributions on account of such Debentures under the Plan pursuant to and in accordance with the Creditor Trust Agreement and the Indenture, and the Indenture will continue in effect to the extent necessary to allow the Distributions on account of the Debentures in accordance with the Plan and to otherwise implement the Plan, and will continue to govern the relationship between the Bondholders and the Indenture Trustee; provided, however, that after the performance of the duties of the Indenture Trustee required under the provisions of the Plan and this Order, the Indenture Trustee, and its respective successors and assigns will be relieved of all obligations associated with the Indenture, and provided, further that nothing herein shall affect or limit in any way the charging lien of the Indenture Trustee set forth in the Indenture or 15 any of the provisions of the Indenture regarding the payment of the Indenture Trustee's fees and expenses or the application of monies collected or method of payment of distributions to Bondholders, all of which shall remain in full force and effect. RELEASES, EXCULPATIONS, AND INDEMNIFICATION 44. Each of the officers and directors of the Debtors, the members of the Committee, and each of their respective advisors and attorneys (collectively, the "Exculpees"), effective as of the Effective Date, will be deemed exculpated by Holders of Claims against and Interests in the Debtors and other parties in interest to the Cases (including, without limitation, the Debtors), from any and all claims, causes of action and other assertions of liability (including, without limitation, breach of fiduciary duty), arising out of or related to the exercise by the Exculpees of their functions as members of or advisors to or attorneys for any such individuals or committee or otherwise under applicable law, in connection with or related to the Cases, including without limitation, the formulation, negotiation, preparation, dissemination, Confirmation and consummation of the Plan or this Order and any agreement, instrument or other document issued thereunder or hereunder or related thereto or hereto; provided, however, that neither the Plan nor Confirmation shall have any effect on liability for any act or omission of the officers and directors of the Debtors, the members of the Committee, and each of their respective advisors and attorneys to the extent that such act or omission is ultra vires or constitutes gross negligence or willful misconduct. EXECUTORY CONTRACTS AND UNEXPIRED LEASES 16 45. Pursuant to section 365(b) of the Bankruptcy Code, on the Effective Date, the Debtors' unexpired leases and executory contracts identified on Exhibit "A" hereto are assumed by the Debtors.(4) The Debtors shall pay the non-debtor party to such unexpired leases and executory contracts the amounts set forth on Exhibit "A" in full and final satisfaction of the Debtors' obligation to cure any defaults and pay any pecuniary loss arising under such unexpired leases and executory contract which are required to be paid as a condition of assumption of the unexpired lease or executory contract pursuant to Section 365(b) of the Bankruptcy Code. Notwithstanding the foregoing, the assumption of the Debtors' nonresidential real property lease for property located at 5200 Big Pine Way, Ft. Myers, FL (the "Ft. Myers Lease") shall be governed by the terms of that certain Stipulation and Order Between the Debtors and Bell Tower Properties, L.P. Concerning Confirmation of the Plan, Cure Amount for Assumption of the Lease and Debtors' Motion to Assume and Assign Its Leasehold Interest in the Ft. Myers Florida Lease and to Sell the Lease and Attendant Furniture, Fixtures and Equipment Free and Clear of Liens (the "Bell Tower Stipulation") and the Order Granting "Debtors' Motion For The Entry Of An Order Pursuant To Sections 363(b) And (f) As Well As 365(a) And (f) Of The Bankruptcy Code Authorizing The Sale Of The Debtors' Leasehold Interest In The Ft. Myers, Florida Lease, And The Attendant Furniture, Fixtures And Equipment, Free And Clear Of Liens, Claims And Encumbrances; Related Provisions (the "Bell Tower Order"). All executory contracts and unexpired leases shall be deemed rejected by the Debtors on the Effective Date, including but not limited to those contracts and unexpired leases set forth on - ---------- (4) Some executory contracts or unexpired leases set forth on Exhibit A may have already been assumed by the Debtors pursuant to Court order. 17 Exhibit "B" hereto, unless such contracts or leases (a) are listed on Exhibit "A" hereto; (b) were expressly assumed prior to the Confirmation Date; (c) are the subject of a stipulation to extend time to assume or reject; or (d) are the subject of a pending motion by the Debtors to assume as of the Confirmation Date even if such motion is heard following the Confinnation Date. An Allowed Claim under an executory contract or an unexpired lease that has been rejected, if any, shall constitute a Class 3(a) Claim. All such Claims shall be filed thirty (30) calendar days from the date this Order is entered on the Court's docket. Any Claim based upon the rejection of a contract or lease will be barred if the proof of Claim is not timely filed. 46. All of the Debtors' right, title and interest in any contracts, leases or agreements entered into by the Debtors after the Petition Date, and/or not subject to assumption or rejection under Bankruptcy Code section 365, shall revest in Reorganized CRC, without further action. SUBSTANTIVE CONSOLIDATION 47. In accordance with the Plan, the Disclosure Statement and the Plan of Corporate Reorganization attached hereto as Exhibit C, CGR and SCLP shall be merged into CRC after the Effective Date. In accordance with and pursuant to Article II.B of the Plan, the Cases shall be substantively consolidated for purposes of the Plan. AUTHORITY TO IMPLEMENT PLAN 48. Reorganized CRC is hereby authorized and directed to enter into all agreements and other instruments contemplated by or to be entered into pursuant to the Plan and its provisions. 18 49. In accordance with section 1142 of the Bankruptcy Code, the Debtors, Reorganized CRC and any other person designated pursuant to the Plan is authorized, empowered and directed, without need for the consent, approval or other action by any director(s), shareholder(s), or limited partner(s), to execute, deliver, acknowledge, adopt, ratify, certify, file and record any document, and to take any other action necessary or appropriate to implement, consummate and otherwise effect the Plan in accordance with its terms in all material respects, and all such persons shall be bound by the terms and provisions of all documents executed and delivered by them in connection with the Plan. 50. Pursuant to 11 U.S.C. Section 1142 and the Federal Rules of Bankruptcy Procedure 7069 and 7070, all the Debtors' present and former directors, officers, agents, employees, attorneys, and accountants shall cooperate fully in providing the Debtors with all information regarding and access to properties and Assets of the Debtors and their Estates; and to execute and deliver such documents and perform such acts, without need for the consent, approval or other action by any director(s), shareholder(s), or limited partner(s), as are reasonably necessary to enable the Debtors to take possession, custody, and control of all assets vested in the Debtors' Estates pursuant to the Plan to the extent provided for under the Plan and reasonably necessary to transfer all of the assets of the Debtors to Reorganized CRC and the cancellation of all other issued and outstanding shares in CRC and partnership interests in SCLP. The Debtors, Reorganized CRC and their respective agents shall provide information reasonably requested by the Committee in connection with the prosecution of the Seelbinder Litigation and the Avoidance Actions. 19 MISCELLANEOUS 51. This Order shall be deemed to constitute all approvals and consents required, if any, by the laws, rules or regulations of any state or any other governmental authority with respect to the implementation or consummation of the Plan and any other documents, instruments or agreements (and any amendments or modifications thereto) and any other acts referred to in, or contemplated by, the Plan or the Disclosure Statement. 52. The fees and expenses of the Indenture Trustee as set forth in the Fahey Declaration are "reasonable" and shall be paid in accordance with the terms of the Plan. 53. The New Warrants, the New Common Stock issuable upon exercise thereof, and (to the extent such interests are considered "securities") the beneficial interests in the Creditor Trust all are entitled to the benefits and exemptions provided by 11 U.S.C. Section 1145. 54. By virtue of 11 U.S.C. Section 1145(a), neither Section 5 of the Securities Act of 1933, as amended, nor any State or local law requiring registration for the offer or sale of a security or registration or licensing of an issuer of, underwriter of, or broker or dealer in, a security apply to the offer or sale of any (a) New Warrants in accordance with the Plan, (b) New Common Stock issuable upon exercise thereof, or (c) beneficial interests in the Creditor Trust, to the extent such beneficial interests are considered "securities." 55. The purpose, functions and duties of the Creditor Trustee as set forth in the Plan and the Creditor Trust Agreement constitute the Creditor Trustee as an agent or instrumentality of the Debtors. Accordingly, the distribution of New Warrants or New Common Stock by the Creditor Trustee to beneficiaries of the Creditor Trust in accordance with the Plan and the Creditor Trust Agreement shall not cause the Creditor Trust to be deemed an "underwriter" within the meaning of 11 U.S.C. Section 1145(b) with respect to such securities. 20 56. The Creditor Trustee is hereby deemed to be a "successor to the debtor" for purposes of 11 U.S.C. Section 1145(a). Beneficial interests in the Creditor Trust either are not "securities" within the meaning of the Securities Act of 1933, as amended, or may be issued without registration under such act by virtue of 11 U.S.C. Section 1145(a). Beneficial interests in the Creditor Trust do not constitute a "class of equity securities" within the meaning of the Securities Exchange Act of 1934, as amended, and may be issued without registration under such act. Beneficial interests in the Creditor Trust may be issued without registration of the Creditor Trust as an "investment company" under the Investment Company Act of 1940, as amended, in reliance upon the exemption for transactions that are merely incidental to dissolution. Beneficial interests in the Creditor Trust are not "evidences of indebtedness" within the meaning of the Trust Indenture Act of 1939, as amended, and may be issued without qualification of an indenture under such act. 57. The offer or sale of the New Common Stock in the Investor Offering and pursuant to the Chapter 11 Stock Plan and the Employee Stock Incentive Plan is exempt from (a) registration under the Securities Act of 1933, as amended, by virtue of Section 4(2) of such act and Regulation D promulgated thereunder and (b) registration or qualification under any State or local law requiring registration for the offer or sale of a security or registration or licensing of an issuer of, underwriter of, or broker or dealer in, a security under applicable "private offering" exemptions. 21 58. By virtue of 11 U.S.C. Section 1145(c), the offer or sale of(a) New Warrants in accordance with the Plan and (b)New Common Stock issuable upon the exercise thereof (including the distribution of any such securities by or through the Creditor Trust to the beneficiaries thereof in accordance with the Plan and the Creditor Trust Agreement) is deemed to be a public offering. Accordingly, such securities shall be deemed not to be "restricted securities" within the meaning the Securities Act of 1933, as amended, and may be resold without registration under such act by any holder thereof (including but not limited to any beneficiaries of the Creditor Trust to whom such securities may be distributed), provided that such holder is not deemed under 11 U.S.C. Section 1145(b) to be an underwriter with respect to such securities. 59. Neither the Investor Offering, nor the offering of New Common Stock pursuant to the Chapter 11 Stock Plan, nor the offering of New Common Stock pursuant to the Employee Stock Incentive Plan, nor the offering of the New Warrants (including the offer and sale of New Common Stock through or upon exercise of New Warrants) shall be "integrated" one with another in any manner that would cause the loss of any applicable exemption from federal or state securities registration with respect to any security issued in any such offering. 60. Pursuant to section 1146(c) of the Bankruptcy Code, the issuance, transfer or exchange of any security under the Plan or the making or delivery of any instrument of transfer pursuant to, in implementation of or as contemplated by the Plan or the revesting, transfer or sale of any real or personal property of the Debtors, Reorganized CRC or the Estates pursuant to, in implementation of or as contemplated by the Plan shall not be taxed under any federal, state or local law imposing a document recording tax, a conveyance fee, real estate 22 transfer tax, intangibles or similar tax, mortgage tax, stamp tax, or similar tax or governmental assessment. 61. All New Common Stock to be issued pursuant to the Plan whether in the Investor Offering, pursuant to the Chapter 11 Stock Plan or Employee Stock Incentive Plan, or upon exercise of New Warrants, shall be, upon such issuance, validly issued, fully paid and non-assessable. 62. Except as otherwise provided in the Plan or this Order and except as to CIT and the Bank Group, on the Effective Date, any Lien securing any Secured Claim shall be deemed released, and the person holding such Secured Claim is hereby authorized and directed to release any collateral or other property of the Debtors (including without limitation, any cash collateral) held by such person and to take such actions as may be requested by Reorganized CRC or any lender or prospective lender of Reorganized CRC to evidence the release of such Lien, including, without limitation, the execution, delivery and filing or recording of such releases as may be requested by Reorganized CRC. 63. The appropriate state or local governmental officials are hereby directed, upon the presentation of a copy of this Order, to terminate the filings evidencing any security interests against any property of the Debtors deemed released under the immediately preceding paragraph. This Court hereby retains jurisdiction to enforce the foregoing directions. 64. The failure to reference or discuss any particular provision of the Plan in this Order shall have no effect on the validity, binding effect and enforceability of such provision and such provision shall have the same validity, binding effect and enforceability as every other provision of the Plan. 23 65. If any or all of the provisions of this Order are hereafter modified, vacated or reversed by subsequent order of this or any other court, such reversal, modification or vacation shall not affect the validity of the acts or obligations incurred or undertaken under or in connection with the Plan prior to the Debtors' receipt of written notice of any such order, nor shall such reversal, modification or vacation of this Order affect the validity or enforceability of such act or such obligations. Notwithstanding any reversal, modification or vacation of this Order, any such act or obligation incurred or undertaken pursuant to and in reliance on this Order prior to the Effective Date of such reversal, modification or vacation shall be governed in all respects by the provisions of this Order and the Plan and all documents, instruments and agreements related thereto or any amendments or modifications thereto. 66. This Court hereby retains jurisdiction over the Case to the full extent provided for in Article V.L of the Plan. 67. The provisions of Rules 3020(e) and 7062 of the Federal Rules of Bankruptcy Procedure shall not apply, and this Order shall take effect immediately and shall not be stayed. 68. The Committee shall not be dissolved upon Confirmation. However, as of the Effective Date, the Committee and each of its members shall be released and discharged from all duties and obligations arising from or related to the Cases, except those specifically reserved to the Committee under the terms of the Plan. Following the Effective Date, the Committees' fees and expenses shall be paid first from the Litigation Reserves until exhausted and then, upon 24 Committee authorization, from any Litigation Proceeds until exhausted and then from any other Distributions to Class 3 Creditors. The Debtors shall have no liability for any post-Confirmation fees and/or expenses other than the Litigation Reserves. Following the Effective Date, the Committee may reconstitute itself to reduce the number of its members or otherwise change its membership, in its sole discretion. Notice of any such reconstitution shall be provided to Reorganized CRC. 69. Subject to further order of the Bankruptcy Court, the Committee shall be dissolved effective as of the date of final distribution of all cash payments to be made to the holders of the Class 3 Claims under the Plan. 70. Debtors shall serve this Order upon creditors and interested parties. It is so ordered. Dated: Columbus, Ohio 9/11 , 2002 - -------------- /s/ DONALD E. CALHOUN, JR. --------------------------------------- Donald E. Calhoun, Jr. United States Bankruptcy Judge 25 -----END PRIVACY-ENHANCED MESSAGE-----

EX-2.1

                                                                    EXHIBIT 2.1


                         UNITED STATES BANKRUPTCY COURT
                       FOR THE SOUTHERN DISTRICT OF OHIO
                                EASTERN DIVISION

In re                                       )   Case Nos. 01-56156, 01-56158,
                                            )             01-56160
                                            )
COOKER RESTAURANT CORPORATION, et al.,(1)   )   Jointly Administered Under
                                            )   CASE NO. 01-56156
      Debtors and Debtors in Possession     )   Chapter 11

                                                Judge: Donald E. Calhoun, Jr.

                 DEBTORS' FIRST AMENDED PLAN OF REORGANIZATION
                        DATED JULY 3, 2002 (AS REVISED)


- ---------
(1) CGR Management Corporation, a Florida corporation and Southern Cooker
Limited Partnership, an Ohio partnership, both of which are affiliates of the
Cooker Restaurant Corporation are also debtors in possession.



                         UNITED STATES BANKRUPTCY COURT
                       FOR THE SOUTHERN DISTRICT OF OHIO
                                EASTERN DIVISION

In re                                       )   Case Nos. 01-56156, 01-56158,
                                            )             01-56160
                                            )
COOKER RESTAURANT CORPORATION, et al.,(2)   )   Jointly Administered Under
                                            )   CASE NO. 01-56156
                                            )
      Debtors and Debtors in Possession     )   Chapter 11

                                                Judge: Donald E. Calhoun, Jr.

                 DEBTORS' FIRST AMENDED PLAN OF REORGANIZATION
                        DATED JULY 3, 2002 (AS REVISED)

                                       I.

                                  INTRODUCTION

         Cooker Restaurant Corporation ("CRC"), CGR Management Corporation
("CGR"), and Southern Cooker Limited Partnership ("SCLP") (the "Debtors") are
the debtors and debtors-in-possession in Chapter 11 bankruptcy cases. On May
25, 2001 (the "Petition Date"), CRC, SCLP, and CGR commenced their respective
bankruptcy cases by filing voluntary bankruptcy petitions under Chapter 11 of
Title 11 of the United States Code, 11 U.S.C. ss. 101 et seq, (the "Bankruptcy
Code" or "Code"). This document is the First Amended Plan of Reorganization
dated July 3, 2002 (as revised) (the "Plan") proposed by the Debtors ("Plan
Proponent"). Sent to you in the same envelope, as this document is the First
Amended Disclosure Statement dated July 3, 2002


- ---------
(2) CGR Management Corporation, a Florida corporation and Southern Cooker
Limited Partnership, an Ohio partnership, both of which are affiliates of the
Cooker Restaurant Corporation are also debtors in possession.




(as revised) which has been approved by the Court, and which is provided to
help you understand the Plan.(3)

         The Plan is a reorganization plan. In other words, the Debtors seek to
restructure their secured, priority and unsecured debt and continue operating
their businesses as a going concern. As discussed in detail below, the Debtors
believe that a reorganization - as opposed to a liquidation - will maximize
value for all creditor and equity constituencies. The Debtors intend to fund
payments required under the Plan from cash generated by operations, by raising
additional equity, by disposing of certain of the Debtors' non-core assets, and
from an anticipated Tax Refund. Moreover, throughout these bankruptcy cases,
the Debtors have taken a variety of steps designed to increase profitability
including increasing sales, reducing expenses, disposing of excess real
property and eliminating under performing restaurants, all of which will assist
the Debtors in complying with their obligations under the Plan.

         The Effective Date of the proposed Plan is the later of: (1) the first
(1st) day of the first month which begins at least eleven (11) days following
the Confirmation Date; or (2) the first day of the first month after such date
under clause (1) on which there is not in force any stay or injunction against
the enforcement of the Plan or the Confirmation Order, provided that the
Effective Date will not occur until all conditions to Effective Date set forth
in Section V have been satisfied. The Debtors expect that the Effective Date
will be on or about September 1, 2002.


- ---------
         (3)      The Plan and the Disclosure Statement contain a number of
capitalized terms. An appendix containing the definitions for these capitalized
terms (the "Definitions") are contained in EXHIBIT 1 to the Plan.


                                       2

                                      II.

              CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS
              ----------------------------------------------------
A.       WHAT CREDITORS AND INTEREST HOLDERS WILL RECEIVE UNDER THE PLAN
         ---------------------------------------------------------------
         The Plan classifies Claims and Interests in various classes according
to their right to priority. The Plan states whether each class of Claims or
Interests is impaired or unimpaired. The Plan provides the treatment each class
will receive.

B.       SUBSTANTIVE CONSOLIDATION
         -------------------------
         The Plan provides for the Debtors' Assets and liabilities to be
consolidated. Substantive consolidation is a process by which the assets and
liabilities of different debtor entities are consolidated and the various
debtor entities are treated as a single entity for purposes of the Plan. The
consolidated assets create a single fund from which all of the claims against
the consolidated debtors are satisfied. Creditors of single entities before
consolidation become creditors of the consolidated debtors, sharing in the
assets of the consolidated estate. Substantive consolidation also eliminates
intercompany claims of the debtor companies and duplicative claims against the
related debtors. In addition, creditors of the consolidated entities are
combined for purposes of voting on a plan of reorganization for the
consolidated entity.

         If the Bankruptcy Court approves the Plan and the Debtors' Estates are
substantively consolidated (1) each of the Debtors and its respective estate
shall be substantively consolidated for purposes of classification and
distribution under the Plan, pursuant to section 1123(a)(5)(C) of the
Bankruptcy Code, and (2) all Allowed Claims in Classes 3(a)-(c) shall be
treated on a pari


                                       3

passu basis. As a result of such consolidation, the common stock issued by the
Debtors shall be deemed canceled and surrendered and all claims of any of the
Debtors against another Debtor shall be deemed canceled.

         The Debtors believe the following facts support their consolidation
and the consolidation of their respective estates: (i) the Debtors' general
ledger system did not segregate accounts by legal entity until the books are
reconciled at the end of each calendar year, and as a result, the Debtors did
not maintain on-going, separate and distinct books, financial records, and
accounts for each corporation; (ii) the assets and funds of the Debtors were
commingled; (iii) CRC regularly paid the unsecured debtors of the other Debtors
without contractual obligation to do so; (iv) CRC entered into executory
contracts and leases from which the other Debtors operated; (v) the Debtors
shared many of the same officers and board of director members; (vi) management
information systems and reporting methods of the Debtors generally did not
distinguish between legal entities and treated CRC and the other Debtors as one
entity; and (vii) certain creditors of the Debtors have looked to CRC for
payment of the obligations of the Debtors. The preceding list of facts in
support of consolidation of the Debtors is not intended by the Debtors to be
exclusive.

         The Debtors can provide no assurances, however, that the Bankruptcy
Court will approve the consolidation of the Debtors, whether or not the Plan is
accepted by holders of Claims entitled to vote on the Plan. In the event that
the Bankruptcy Court does not approve consolidation, the Debtors will comply
with any order requiring separation of the Debtor entities under the Plan.


                                       4

C.       UNCLASSIFIED CLAIMS
         -------------------
         As required by the Bankruptcy Code, certain types of Claims are not
placed into voting classes; instead they are unclassified. They are not
considered impaired and they do not vote on the Plan because they are
automatically entitled to specific treatment provided for them in the
Bankruptcy Code. As such, the Debtors have not placed the following Claims in a
class.

         1.       Administrative Expenses
                  -----------------------
         Administrative expenses are Claims for costs or expenses of
administering the Debtors' Cases, which are allowed under Bankruptcy Code
section 507(a)(1) (the "Administrative Claims"). The Bankruptcy Code requires
that all Administrative Claims be paid on the Effective Date of the Plan,
unless a particular claimant agrees to a different treatment. The following
chart lists the Debtors' section 507(a)(1) Administrative Claims and their
treatment under the Plan.

                  A.       ADMINISTRATIVE CLAIMS OF NON-PROFESSIONALS

         Other than those listed in Table 1 below, the Debtors do not believe
any amounts will be owed to parties who provide goods and services after the
Petition Date (other than Professionals) except for current obligations
(including Post-Petition, pre-Effective Date real and personal property taxes),
which will be paid in the ordinary course of business.


                                       5

         TABLE 1: SUMMARY OF ADMINISTRATIVE CLAIMS OF NON-PROFESSIONALS




                                             ESTIMATE OF
ADMINISTRATIVE          RELATIONSHIP TO      AMOUNT OWING AS
CREDITOR                DEBTORS              OF 9/1/2002         TREATMENT

                                                        
Winthrop Resources      Equipment Lessor      $25,560.00         Winthrop has an allowed Administrative Claim against the Debtors'
Corporation                                                      Estates in the original amount of $250,000. As of May 1, the
                                                                 Debtors have paid all but $72,225 of the amounts and are making
                                                                 monthly payments of $15,555.00. To the extent that any amounts
                                                                 are outstanding, such amounts will be paid in full on the
                                                                 Effective Date.


Hudson United Bank      Equipment Lessor      $0.00              The Debtors expect that all amounts owing to Hudson United Bank
                                                                 ($30,000.00) will be paid in full prior to the Effective Date.
                                                                 To the extent that any amounts are outstanding, such amounts
                                                                 will be paid in full on the Effective Date.

Mercury Capital         Post-petition         $2,906,659.50      The full amount of this claim will be paid on the Effective Date.
Corporation             secured lender

Trustee Fees                                  $10,500.00         Debtors' 2d quarterly payment of $10,500.00 in the year 2002 will
                                                                 be paid in August 2002. The Debtors shall continue to pay
                                                                 United States Trustee's fees after the Effective Date as provided
                                                                 by applicable law

Indenture Trustee Fee   Indenture Trustee     $125,000.00        The Debtors shall pay the Indenture Trustee the lesser of:(a) the
                        under the                                actual amount of fees owing under the Debenture; and (b)
                        Debentures                               $125,000.00 (the "Indenture Trustee Fee"). The full amount of
                                                                 this claim will be paid on the Effective Date.

Administrative Real     Taxing authorities    $0.00              All accrued Administrative Real Property Taxes for the period
Property Taxes                                                   5/25/01-12/31/01 will have been paid in full in the ordinary
                                                                 course of business by the Effective Date. Administrative Real
                                                                 Property Taxes for the period 1/1/02-9/1/02 are estimated
                                                                 to be $742,000. These taxes are not yet due and payable and
                                                                 will be paid in the ordinary course of business when due and
                                                                 payable under applicable state law.


Administrative          Taxing Authorities    $0.00              All accrued Administrative Personal Property Taxes for the period
Personal Property                                                5/25/01-12/31/01 will have been paid in full in the ordinary
Taxes                                                            course of business by the Effective Date. Administrative Personal
                                                                 Property Taxes for the period 1/1/02-9/1/02 are estimated
                                                                 to be $110,000. These taxes are not yet due and payable and
                                                                 will be paid in the ordinary course of business when due and
                                                                 payable under applicable state law.


TOTALS                                        $3,067,719.50



                                       6

                  B.       ADMINISTRATIVE CLAIMS OF PROFESSIONALS

         With respect to Professionals, the Debtors have been paying
Professionals on a current basis for eighty percent (80%) of their monthly fees
and one hundred percent (100%) of their monthly expenses. Accordingly, the
Debtors do not believe that there will be any significant amounts owing to
Professionals on the Effective Date. As of September 1, 2002, the Debtors
expect that: (a) 80% of all fees and 100% of all expenses owing to
Professionals will have been paid in full through July 31, 2002; and (b) the
Debtors will have deposited the 20% Holdback owing for all applicable periods
(2/1/02-7/31/02) into the account established by the Knudsen Order for the
benefit of Professionals (the "Professionals Reserve"). Accordingly, the
Debtors estimate that the only amounts outstanding to Professionals will be
100% of the fees and 100% of the expenses owing for August 2002. Those amounts
are estimated in Table 2 below. In addition, the Debtors estimate that (as of
September 1, 2002), Professionals will be holding approximately $200,000.00 in
retainers, which have yet to be applied.


                                       7

           TABLE 2: SUMMARY OF ADMINISTRATIVE CLAIMS OF PROFESSIONALS




                                                   AMOUNT ESTIMATED
ADMINISTRATIVE               RELATIONSHIP TO       HOLDBACK
CREDITOR                     DEBTORS               (2/1/02-9/1/02)      TREATMENT

                                                               
Pachulski, Stang, Ziehl,     General Bankruptcy     $100,000.00         Paid in full on the later of (1) the Effective Date or
Young & Jones P.C.           Counsel to Debtors                         (2) the date upon which the Claim is Allowed pursuant to
                                                                        a Final Order.

Development Specialists,     Crisis Management       $60,000.00         Paid in full on the later of (1) the Effective Date or
Inc.                         and Turn-Around                            (2) the date upon which the Claim is Allowed
                             Consultants to                             pursuant to a Final Order.
                             Debtors

Boult Cummings               Special Counsel to      $16,000.00         Paid in full on the later of (1) the Effective Date or
                             the Debtors                                (2) the date upon which the Claim is Allowed pursuant to
                                                                        a Final Order.

Deloitte & Touche            Tax and Audit           $20,000.00         Paid in full on the later of (1) the Effective Date or
                             Accountants to                             (2) the date upon which the Claim is Allowed
                             Debtors                                    pursuant to a Final Order.

Vorys, Sater, Seymour &      Local Bankruptcy        $24,000.00         Paid in full on the later of (1) the Effective Date or
Pease                        Counsel to Debtors                         (2) the date upon which the Claim is Allowed pursuant to
                                                                        a Final Order.

James F. Hadley Co., LPA     Special Real Estate     $24,400.00         Paid in full on the later of (1) the Effective Date or
                             Counsel to Debtors                         (2) the date upon which the Claim is Allowed pursuant to
                                                                        a Final Order.

KPMG LLP                     Financial Advisors      $12,000.00         Paid in full on the later of (1) the Effective Date or
                             and Accountants to                         (2) the date upon which the Claim is Allowed pursuant
                             the Committee                              to a Final Order.

Schottenstein, Zox & Dunn    General Bankruptcy      $20,000.00         Paid in full on the later of (1) the Effective Date or
                             Counsel to the                             (2) the date upon which the Claim is Allowed pursuant
                             Committee                                  to a Final Order.

Rhiel & Terlecky Co.         Special Counsel to       $8,000.00         Paid in full on the later of (1) the Effective Date or
                             the Committee                              (2) the date upon which the Claim is Allowed pursuant to
                                                                        a Final Order.


TOTALS                                              $284,396.50


         The Court must rule on all professional fees incurred after the
Petition Date and any Administrative Claims asserted by private parties not
paid in the ordinary course of business before such Claims will be owed. Only
the amount of Administrative Claims allowed by the


                                       8

Court will be owed and required to be paid under this Plan. The Professionals
listed above must file and serve a properly noticed fee application and the
Court must rule on the applications.

             C.       ADMINISTRATIVE REAL AND PERSONAL PROPERTY TAX CLAIMS

         Any real property tax Claims arising for the period from the Petition
Date to the Effective Date (the "Administrative Real Property Taxes") will be
paid by the Debtors in the ordinary course of business as and when such taxes
become due, provided, however, that the Bank Group shall reimburse the Debtors
in connection with certain real property taxes paid by the Debtors after April
8, 2002 with respect to Tranche B properties (either through a deduction upon
the sale of such property or by repayment in connection with another
disposition of the property) all as more specifically provided for herein.

         Any personal property tax Claims arising for the period from the
Petition Date to the Effective Date (the "Administrative Personal Property
Taxes") will be paid by the Debtors in the ordinary course of business as and
when such taxes become due. No deductions shall be made from the proceeds to be
distributed to the Bank Group or CIT under the terms of the Plan for any
Administrative Personal Property Taxes, which Claims shall be paid from
available funds of Reorganized CRC.

             D.       ADMINISTRATIVE BAR DATE FOR FILING OF ADMINISTRATIVE
                      CLAIMS

                      (1)      BAR DATE FOR ADMINISTRATIVE TAX CLAIMS
                               --------------------------------------

         All requests for payment of Administrative Tax Claims and for which no
earlier bar date has been or is established outside of this Plan, such as may
be established by requesting an


                                       9

expedited audit under Bankruptcy Code section 505, must be filed on or before
the later of the forty-fifth (45th) day following entry of the Confirmation
Order or, if a tax return is required to be filed with respect to such
Administrative Tax Claim, one hundred twenty (120) days following the filing of
the applicable tax return.

              (2)      BAR DATES FOR ALL OTHER ADMINISTRATIVE
                       CLAIMS

         Requests for payment of Administrative Claims incurred after May 25,
2001 must be filed and served on the Debtors' counsel and the Office of the
United States Trustee no later than the thirtieth (30th) day following the
entry of the Confirmation Order. Excluded from this requirement are
Administrative Tax Claims, Professional Claims (defined below), statutory fees
and Administrative Claims described in Table 1 and Table 2 above. Any objection
to any other Administrative Claim must be filed within 120 days from the date
such Administrative Claim is filed.

         Professionals or other entities requesting compensation or
reimbursement of expenses pursuant to Bankruptcy Code sections 327, 328, 330,
331, 503(b) and 1103 for services rendered prior to the Effective Date
("Professional Claims") must file and serve on all parties entitled to notice
thereof, an application for final allowance of compensation and reimbursement
of expenses no later than the sixtieth (60th) day following entry of the
Confirmation Order. All such requests for payment of Administrative Claims and
applications for final allowance of compensation and reimbursement of expenses
will be subject to the authorization and approval of the Bankruptcy Court.


                                      10

         Holders of Administrative Claims (including, without limitation,
Professional Claims) that do not file such requests by the applicable bar date
will be forever barred from asserting such Claims against the Debtors, the
Debtors' Estates, Reorganized CRC or its property. Any objection to
Administrative Claims of Professionals shall be filed on or before the date
specified in the application for final compensation.

         2.       Priority Tax Claims

         Priority Tax Claims are certain unsecured income, employment and other
taxes described by Bankruptcy Code section 507(a)(8). The Bankruptcy Code
requires that each holder of such a section 507(a)(8) Priority Tax Claim
receive the present value of such Claim in deferred cash payments, over a
period not exceeding six years from the date of the assessment of such tax.
Attached to the Disclosure Statement as EXHIBIT G is a list of all Priority Tax
Claims filed against the estates.(4)

                    TABLE 3: SUMMARY OF PRIORITY TAX CLAIMS




CLAIMANT                   TYPE OF TAX       CLAIM AMOUNT         PROPOSED TREATMENT
                           CLAIM

                                                         
All Priority Tax           Various See       Approximately        Each Claimant identified on EXHIBIT G shall receive
Claims Identified on       attached          $956,000.00          deferred payments on account of its Allowed Claim over
EXHIBIT G                  EXHIBIT G                              a period of six (6) years from the Effective Date.
                                                                  Each Claimant shall receive monthly installments of
                                                                  principal and interest on the unpaid portion thereof at
                                                                  5.5% per annum. The first installment shall be due on
                                                                  first day of the first month following the thirtieth
                                                                  (30th) day after the Effective Date with each installment
                                                                  due each one month thereafter. The Debtors may, without
                                                                  penalty, prepay the entire amount of a Priority Tax Claim
                                                                  at any time.



- ---------
(4) The Debtors reserve their rights to object to the amount, validity
and/or priority of any and all Priority Tax Claims.


                                      11



D.       CLASSIFIED CLAIMS AND INTERESTS

         1.       Summary of Classification under the Debtors' Plan
                  -------------------------------------------------

         As is further described in this Subsection (D), the Debtors have
classified Claims and Interests under the Plan as follows:

           TABLE 4: SUMMARY OF CLASSIFICATION OF CLAIMS AND INTERESTS
- --------------------------------------------------------------------------------



CLASS            INTEREST                                                        IMPAIRED
- -----------------------------------------------------------------------------------------

                                                                           
1(a)             Secured Claim of the Bank Group consisting of:                  Yes
                 -        Bank Group Allowed Tranche A Claim
                 -        Bank Group Allowed Tranche B Claim
1(b)             CIT Secured Claim consisting of:                                Yes
                 -        CIT Allowed Tranche A Claim
                 -        CIT Allowed Tranche B Claim
1(c)             Secured Real Property Tax Claims                                Yes
1(d)             PACA Claims                                                     No
1(e)             Reclamation Claims                                              No
1(f)             Secured Personal Property Tax Claims                            Yes
1(g)             Subordinate Real Property Claims                                Yes
2                Priority Non-Tax Claims                                         No
3(a)             General Unsecured Claims, including but not limited to the      Yes
                 CIT General Unsecured Claim
3(b)             Bondholder General Unsecured Claims                             Yes
3(c)             Bank Group General Unsecured Claim                              Yes
4                Interests                                                       Yes
- -----------------------------------------------------------------------------------------



         2.       Classes of Secured Claims
                  -------------------------

         Secured Claims are Claims secured by liens on property of the Estates.
The following chart lists all classes containing Debtors' pre-petition Secured
Claims and their treatment under this Plan:

         3.       Class 1(a): Secured Claim of the Bank Group:
                  --------------------------------------------

         Class 1(a) consists of the Allowed Secured Claim of the Bank Group.
Class 1(a) is impaired. The Allowed Secured Claim of the Bank Group shall be in
the amount of $60,750,000.00 and shall be treated as follows:


                                      12

                  A.       GENERAL.
                           --------

         The Allowed Secured Claim of the Bank Group consists of the following
two (2) components: (a) an Allowed Secured Claim secured by restaurants the
Debtors intend to operate after the Effective Date (the "Bank Group Allowed
Tranche A Claim"); (b) an Allowed Secured Claim secured by certain properties
the Debtors are currently marketing for sale (the "Bank Group Allowed Tranche B
Claim"). In addition, the Bank Group will have a contingent Allowed Unsecured
Deficiency Claim (which shall be separately classified in Class 3(c) which is
equal to the lesser of (i) $3,000.000.00; and (ii) the unsecured deficiency
Claim, if any, arising with respect to the Bank Group Allowed Tranche B Claim
(the "Bank Group Allowed Unsecured Deficiency Claim").

                  B.       THE BANK GROUP ALLOWED TRANCHE A CLAIM.
                           ---------------------------------------

                           (1)      AMOUNT.
                                    -------

         The Bank Group Allowed Tranche A Claim shall be in the amount of
$31,500,000, which sum includes $1,000,000 of the net sales proceeds retained
by the Debtors in connection with the Tranche B Owned Properties.

                           (2)      MATURITY DATE, INTEREST RATE AND
                                    AMORTIZATION.

         The Bank Group Allowed Tranche A Claim shall mature on September 1,
2006 and shall accrue interest, commencing on September 1, 2002, at the rate of
Prime plus three (3) percent, adjusted annually. The Bank Group Allowed Tranche
A Claim shall be amortized over a fourteen (14) year period commencing on
September 1, 2003.


                                      13



                           (3)      PAYMENTS.

         Commencing on the first (1st) day of the first (1st) month following
the Effective Date, the Debtors shall make interest only payments to the Bank
Group, provided, however, that if the Effective Date occurs later than
September 1, 2002, then on the first (1st) month following the Effective Date,
the Debtors shall make a payment to the Bank Group equal to the amount of
interest (calculated as of September 1, 2002) which has accrued on the Allowed
Bank Group Tranche A Claim since September 1, 2002. On the anniversary of the
Effective Date, the outstanding principal owing under the Bank Group Allowed
Tranche A Claim will be amortized over a 14 year period, based upon the then
existing interest rate. The amortization schedule will be recalculated each
successive anniversary of the Effective Date, based upon the then existing
interest rate and using an amortization term which is one year less than the
amortization term used to compute the prior year's amortization schedule.

                           (4)      SECURITY.

         The Bank Group will retain a first priority deed of trust encumbering
the Tranche A Owned Properties (and will be granted a first priority deed of
trust on any Tranche A Owned Property in which the Bank Group does not
presently have a first priority lien), subject only to real property taxes and
senior liens of record as of the Petition Date. The Debtors shall use
reasonable efforts to extinguish all liens junior to the Allowed Bank Group
Tranche A Claim through the Plan but shall not represent or warrant that the
Tranche A Owned Properties are free and clear of such liens, if any.


                                      14

         The Debtors will grant the Bank Group a second priority security
interest encumbering CIT Tranche A FF&E), a first priority lien on the Tranche
A Leased Properties; and a security interest in the Debtors' intellectual
property, all pursuant to agreements acceptable to the Debtors and the Bank
Group.

         Provided the Debtors are not in default in connection with its
obligations to the Bank Group under the Plan, the Bank Group shall be obligated
to release its liens encumbering the Tranche A Owned Properties, the Tranche A
Leased Properties, and the Tranche A Personal Property for a payment equal to
the greater of (a) the Net Proceeds of the sale of a Tranche A Owned Property
or a Tranche A Leased Property; or (b) the Tranche A Release Prices, provided,
however, that the Bank Group may agree to reduced release prices as it deems
appropriate. The Net Proceeds of the sale of a Tranche A Owned Property or a
Tranche A Leased Property (the "Tranche A Net Proceeds") shall be applied to
the outstanding principal amount due at maturity under the Allowed Tranche A
Claim.

                           (5)      REAL PROPERTY TAXES.

         Delinquent pre-petition real property taxes owing with respect to the
Tranche A Owned Properties as of May 25, 2001 (but excluding the Administrative
Real Property Taxes which shall be paid as provided for in the section
entitled, "ADMINISTRATIVE REAL AND PERSONAL PROPERTY TAX CLAIMS" above), shall
be restructured under the Plan on the terms outlined for the treatment of Class
1(d) Secured Real Property Tax Claims. Commencing on the first (1st) day of the
first (1st) month following the Effective Date, to the extent not paid in
advance, the Debtors shall


                                      15

deposit into an Escrow Account held by the Bank Group a sum equal to 1/12 of
the annual real property owed in connection with the Tranche A Owned Properties
according to the last tax bill. When said tax is due, the Debtors shall be
entitled to withdraw the funds from the impound account to pay for the
post-Effective Date real property taxes.

         When the Debtors make a payment after the Effective Date (including
upon a sale of any Tranche A Real Property) on account of unpaid real property
taxes with respect to a Tranche A Property (a "Tranche A Real Property Tax
Payment"), Reorganized CRC shall (a) withdraw from the Escrow Account that
portion of the Tranche A Real Property Tax Payment which relates to real
property taxes accruing after the Effective Date; and (b) pay from available
funds that portion of the Tranche A Real Property Tax Payment which relates to
Administrative Real Property Taxes and Class 1(c) Secured Real Property Tax
Claims.

                           (6)      INSURANCE.

         Commencing on the first (1st) day of the first (1st) month following
the Effective Date, the Debtors shall, to the extent not paid in advance,
deposit into an Escrow Account held by the Bank Group a sum equal to 1/12 of
the annual fire, casualty and general liability insurance owed in connection
with the Tranche A Owned Properties according to the most recent annual
insurance statements.

                  C.       THE TRANCHE B CLAIM.
                           --------------------

                           (1)      AMOUNT.

         The Bank Group Allowed Tranche B Claim shall be in the amount of
$29,250,000.


                                      16

                           (2)      INTEREST.

         The Bank Group Allowed Tranche B Claim will not bear interest, except
as provided below.

                           (3)      NON-RECOURSE.

         The Bank Group Allowed Tranche B Claim is non recourse to the Debtors.

                           (4)      PAYMENTS.

                                    (A)      PAYMENTS ALREADY MADE ON ACCOUNT
                                             OF TRANCHE B CLAIM.

         As of June 25, 2002, the Bank Group has received payments totaling
$3,921,351.74 representing the proceeds of the sales of Fairfax, Virginia;
Augusta, Georgia and Kennesaw, Georgia (except for $250,000 retained from the
sale of the Kennesaw, Georgia property and being held in a segregated
accounting pending resolution of disputes with CIT (the "Kennesaw CIT Reserve")
and $298,258.00 representing cash collateral generated from leased property.
Accordingly, as of May 30, 2002, the amount of Tranche B Claim shall be equal
to $25,030,390.00.

                                    (B)      PRE-EFFECTIVE DATE PAYMENTS ON
                                             ACCOUNT OF TRANCHE B CLAIM.

         Upon entry of a Final Order approving a Stipulation between the
Debtors and the Bank Group which provides for the Bank Group's support of the
Plan pursuant to the terms herein, the Debtors shall pay to the Bank Group
$6,714,261.01 (plus interest which actually accrued on such


                                      17

amounts) which represents (A) the net proceeds of Melbourne, net of $55,000 to
be paid to CIT ($1,442,970.92); (B) the net proceeds of Boynton Beach, net of
$55,000 to be paid to CIT ($1,807,359.59); (C) the net proceeds of Tallahassee,
net of $55,000 to be paid to CIT ($1,246,714.77), (D) the net proceeds of
Gainesville, net of $55,000 to be paid to CIT ($1,149,051.27); (E) the net
proceeds of Lexington, net of $55,000 to be paid to CIT ($818,164.46); and (F)
the Kennesaw CIT Reserve ($250,000.00); minus $1,000,000 which shall be held by
Bank Group's counsel in its trust account and which shall be paid to the
Debtors on the Effective Date, (which $1,000,000 has been included in the Bank
Group Allowed Tranche A Claim) plus all future Net Proceeds (less payments to
CIT) from the sale of any collateral of the Bank Group.

         After the payments specifically described in subparagraphs (A), (B)
(C), (D), (E) and (F) above, the balance due under Tranche B will be
$19,316,128.99 as of the date of such payments (the "Tranche B Adjusted
Principal Balance"). The Tranche B Adjusted Principal Balance shall be reduced
by any additional payments made to the Bank Group prior to the Effective Date
from the sale of collateral of the Bank Group or collection of rental proceeds
on the Gwinett, Georgia property. The Bank Group shall receive the Net Proceeds
from the sale of the Tranche B Owned Properties until the Tranche B Adjusted
Principal Balance has been paid in full. Any Tranche B Net Proceeds generated
from the sale of the Tranche B Owned Properties in excess of the Tranche B
Adjusted Principal Balance shall be split 50% to the Bank Group, as interest


                                      18

(deductible to the Debtors), and 50% to the Debtors for use by the Debtors as
they deem appropriate.

                                    (C)      TRANCHE B NET PROCEEDS.

         Tranche B Net Proceeds shall mean the gross proceeds with respect to a
sale net of (a) $55,000 for each Tranche B Owned Property at which CIT has a
perfected security interest (all properties listed on Exhibit 3 to the Plan;
(b) reasonable, customary and necessary costs of sale, including, but not
limited to counsel fees and costs and other costs of effecting sales (for
closings after the Effective Date); (c) commissions; and (d) unpaid real
property taxes. For the avoidance of doubt, the Debtors shall not be entitled
to deduct property preservation and maintenance costs relating to the Tranche B
Owned Properties, rather, such operating expenses shall be paid by the Debtors
from existing cash flow. Notwithstanding the foregoing, if, after April 8,
2002, the Debtors pay any real property taxes on any Tranche B Owned Property
that accrued prior to the closing of the sale of such Tranche B Owned Property
(the "Pre Closing Real Property Tax Payments") then the Debtors shall also be
entitled to deduct from the sale proceeds of such Tranche B Owned Property (or
shall be reimbursed by the Bank Group for said Pre-Closing Real Property Tax
Payments if the Tranche B Owned Property is transferred to the Bank Group by
any means, including but not limited to foreclosure, a deed in lieu of
foreclosure or a quitclaim deed) an amount equal to the Pre Closing Real
Property Tax Payments.


                                      19

                           (5)      SECURITY.

         The Bank Group will retain a first priority deed of trust encumbering
the Tranche B Owned Properties, subject only to real property taxes and liens
of record as of the Petition Date. Provided the Debtors are not in default in
connection with its obligations to the Bank Group under the Plan, the Bank
Group shall be obligated to release its liens encumbering the Tranche B Owned
Properties for a payment equal to the greater of (a) the Net Proceeds of the
sale of a Tranche B Owned Property or (b) the Tranche B Release Prices,
provided, however, that the Bank Group may agree to reduced release prices as
it deems appropriate. If the Debtors propose a sale to the Bank Group that will
yield Net Proceeds less than the applicable Tranche B Release Price and the
Bank Group does not accept the sale then the Debtors may provide the Bank Group
with a deed in lieu of foreclosure or a quitclaim deed to a Person designated
by the Bank Group with respect to the Tranche B Owned Property and receive a
credit against the amount of the Allowed Tranche B Claim in an amount equal to
the Net Proceeds the Debtors would have received pursuant to the sale.

                           (6)      DEED IN LIEU OPTION

         At the Bank Group's written request, the Debtors shall execute a deed
in lieu of foreclosure or quitclaim deed (without representation or warranty of
any kind) in favor of the Bank Group or its designee for any of the Tranche B
Owned Properties. For each deed in lieu of foreclosure or quitclaim deed
executed by the Debtors, the Debtors shall receive a credit against the Tranche
B Adjusted Balance in an amount equal to the release price agreed to for such


                                      20

Tranche B Owned Property. Notwithstanding the foregoing, the Bank Group shall
not be entitled to a deed in lieu of foreclosure or quitclaim deed after the
receipt by Debtors of a bona fide offer that would yield Net Proceeds to the
Bank Group in excess of the applicable release price for the Tranche B Owned
Property. Any Tranche B Owned Real Property that has not been sold by June 30,
2003 may also be foreclosed by the Bank Group. For purposes of computing the
amount credited to the Allowed Tranche B Claim, for any deed in lieu or
quitclaim deed or foreclosure from and after July 1, 2003, the credit against
the amount of the Allowed Tranche B Adjusted Balance will be 70% of the Tranche
B Release Price for that particular Tranche B Owned Property.

                  D.       THE BANK GROUP GENERAL UNSECURED CLAIM.
                           ---------------------------------------

         If, after the sale, quitclaim or foreclosure of all of the Tranche B
Owned Properties, the Tranche B Adjusted Principal Balance has not been paid in
full, the Bank Group shall be entitled to an Unsecured Deficiency Claim in the
amount of the lesser of (a) the amount of the Tranche B Adjusted Principal
Balance; or (b) $3,000,000 (the "Bank Group General Unsecured Claim"). The Bank
Group General Unsecured Claim shall be classified in Class 3(c) and (except
with respect to the Class 3 Warrants, which shall not be issued to the Bank
Group), shall receive the same treatment as the General Unsecured Claims in
Class 3(a).

         The Debtors shall reserve from any Cash payments to be made to holders
of Class 3(a) (General Unsecured Claims) and Class 3(b) (Bondholder General
Unsecured Claims) an amount equal to the Bank Group's Pro Rata share of such
cash assuming that the Bank Group General Unsecured Claim will be equal to
$3,000,000. The Bank Group shall not be entitled to receive any warrants in
connection with the Class 3(c) Claims ((Bank Group General Unsecured Claim)


                                      21

notwithstanding that warrants are provided to the holders of Class 3(a)
(General Unsecured Claims) and Class 3(b) (Bondholder General Unsecured
Claims).

                  E.       WARRANTS.
                           ---------

                           (1)      AMOUNT.

         On the Effective Date, the Bank Group will receive warrants to
purchase 615,835 shares of common stock of Reorganized CRC (which equals 10% of
all of the shares to be issued or reserved for issuance under the Plan (other
than shares reserved for the Employee Incentive Stock Plan). The warrants will
contain anti-dilution protection (subject to dilution in connection with the
issuance of an additional 5% of Reorganized CRC in New Common Stock to
management of Reorganized CRC pursuant to the Employee Incentive Stock Plan)
and tag along - drag along rights (the "Bank Group Warrants").

                           (2)      EXERCISE AND STRIKE PRICE.

         The Bank Group may not exercise any of the Bank Group Warrants prior
to July 1, 2003, provided, however that the July 1, 2003 date shall be extended
for the duration of any redemption offer made by the Debtors prior to July 1,
2003, which period shall not exceed ninety (90) days beyond the date of the
offer. Thereafter, subject to the redemption of the Bank Group Warrants
provided in Subsection 3 below, the Bank Group may exercise the Bank Group
Warrants as follows: (a) for $1.50 per share for the period July 1, 2003
through the date which is the second anniversary of the Effective Date of the
Plan; and (b) $1.75 per share for the period which is the date following the
second anniversary of the Effective Date of the Plan until the date which is
the


                                      22

seventh anniversary of the Effective Date of the Plan. All unexercised Bank
Group Warrants shall expire on the date, which is the seventh anniversary of
the Effective Date of the Plan.

                           (3)      REDEMPTION OF WARRANTS.

         The Debtors shall be entitled to redeem the Bank Group Warrants as
follows:

         The Debtors shall be entitled to redeem 75% of the Bank Group Warrants
for an aggregate payment of $1 on or after the date on which the Tranche B
Adjusted Principal Balance is equal to $4,250,000 or less, provided, however
that such right shall not exist if the Tranche B Adjusted Principal Balance is
not reduced to $4,250,000 on or before March 1, 2003.

         The Debtors shall be entitled to redeem 85% of the Bank Group Warrants
for an aggregate payment of $1 on or after the date on which the Tranche B
Adjusted Principal Balance has been paid off in full, provided, however, that
such right shall not exist if the Tranche B Adjusted Principal Balance is not
paid in full on or before June 30, 2003.

         On the date which is on or after the fourth anniversary of the
Effective Date but prior to the fifth anniversary of the Effective Date, the
Debtors shall be entitled to redeem any outstanding Bank Group Warrants for
$500,000 multiplied by a fraction, the numerator which is equal to the number
of original Bank Group Warrants still held by the Bank Group and the
denominator which is the number of Bank Group Warrants issued to the Bank Group
in connection with the Plan of Reorganization. By way of example, if the Bank
Group still has 153,959 of the 615,835 Bank Group Warrants originally issued
under the Plan of Reorganization, then such outstanding original Bank Group
Warrants may be redeemed for $125,000.


                                      23

         On the date which is on or after the fifth anniversary of the
Effective Date but prior to the sixth anniversary of the Effective Date, the
Debtors shall be entitled to redeem any outstanding Bank Group Warrants for
$1,000,000 multiplied by a fraction, the numerator which is equal to the number
of original Bank Group Warrants still held by the Bank Group and the
denominator which is the number of Bank Group Warrants issued to the Bank Group
in connection with the Plan of Reorganization. By way of example, if the Bank
Group still has 153,959 of the 615,835 Bank Group Warrants originally issued
under the Plan of Reorganization, then such outstanding original Bank Group
Warrants may be redeemed for $250,000.

         On the date which is on or after the sixth anniversary of the
Effective Date but prior to the seventh anniversary of the Effective Date, the
Debtors shall be entitled to redeem any outstanding Bank Group Warrants for
$1,500,000 multiplied by a fraction, the numerator which is equal to the number
of original Bank Group Warrants still held by the Bank Group and the
denominator which is the number of Bank Group Warrants issued to the Bank Group
in connection with the Plan. By way of example, if the Bank Group still has
153,959 of the 615,835 Bank Group Warrants originally issued under the Plan of
Reorganization, then such outstanding original Bank Group Warrants may be
redeemed for $375,000.

                           (4)      BANK GROUP WARRANT AGREEMENT.

         The Bank Group Warrants will be evidenced by warrant certificates
issued under, and will otherwise be in accordance with the terms and conditions
of, a Bank Group Warrant Agreement, dated as of the Effective Date (the "Bank
Group Warrant Agreement"). The Bank Group Warrant


                                      24

Agreement will be entered into by Reorganized CRC and a warrant agent to be
selected by the Bank Group, and will be substantially in the form to be filed
with the Bankruptcy Court no later than five (5) Business Days before the
deadline for the submission of objections to confirmation of the Plan.

                  F.       MISCELLANEOUS.
                           --------------

                           (1)      COST OF DOCUMENTATION.

         The Debtors and the Bank Group will bear their own costs relating to
the documentation of the Tranche A and Tranche B Notes as well as any security
agreements, financing statements, deeds of trust, other documents required to
secure the Tranche A Note and Tranche B Note or the Bank Group Warrants and
related agreements. If the Bank Group wishes to obtain title insurance or
updates to title insurance policies with respect to the Tranche A Owned
Properties and the Tranche B Owned Properties, the Bank Group shall bear all
costs relating thereto.

                           (2)      MUTUAL RELEASES.

         Except for the provisions of the Plan, the Bank Group (and any
predecessor to any current member of the Bank Group), the Debtors in Possession
and the Debtors will execute mutual releases effective as of the Effective Date
in form and substance acceptable to the Bank Group and the Debtors A
post-confirmation default by the Debtors will allow the Bank Group to exercise
any and all rights available to it under the loan documents as modified by the
Plan.


                                      25

                  (3)      CAPITAL EXPENDITURE BUDGET.

         The Debtors and the Bank Group will agree to a capital expenditure
budget, sufficient to keep the Tranche A Owned Properties in repair, which
budget shall be submitted to the Court and served on the Committee within 10
calendar days before the Confirmation Hearing.

                  (4)      RESTRICTIONS.

         The Debtors and the Bank Group will agree to restrictions relating to
the payment of dividends, changes in management, and incurrence of additional
debt, which restrictions shall be submitted to the Court within 10 calendar
days before the Confirmation Hearing.

                  (5)      BALANCE SHEET LIABILITIES.

         Except for obligations owed to the Bank Group, the only debts which
will remain on the Effective Date will be (a) obligations owing to CIT under
the Plan; (b) ordinary course trade payables; (c) unpaid real and personal
property taxes; (d) unpaid priority taxes; (e) unpaid lease obligations; (f)
amounts payable on account of the General Unsecured Claims in Classes
3(a)-3(d); (g) any state or federal income taxes; and (h) any unpaid
Professionals' fees and expenses.

                  (6)      WAIVER OF RIGHT TO BLOCK DISTRIBUTIONS TO BONDHOLDER
                           GENERAL UNSECURED CLAIMS.

         Notwithstanding anything contained in the Plan or any other documents
or agreements to the contrary, including, but not limited to the Debenture
Subordination, the Bank Group agrees to permit the Bondholders to receive
payments from the Debtors in cash and/or warrants as provided under the Plan.


                                      26

         4.       Class 1(b): Allowed Secured Claim of CIT

         Class 1(b) consists of the Allowed Secured Claim of CIT. Class 1(b) is
impaired. The Allowed CIT Secured Claim shall be in the amount of $3,800,000.00
and shall be treated as follows:

                  A.       GENERAL.

         The Allowed Secured Claim of CIT consists of the following two (2)
components: (a) an Allowed Secured Claim secured by furniture, fixtures and
equipment located at restaurants the Debtors intend to operate after the
Effective Date (the "CIT Tranche A Claim"); and (b) an Allowed Secured Claim
secured by the furniture, fixtures and equipment located at certain properties
the Debtors are currently marketing for sale (the "CIT Tranche B Claim"). Except
to the extent expressly modified pursuant to the Plan, all of the terms and
conditions of the Equipment Loan Agreement shall continue in full force and
effect, and shall be binding upon the Debtors and CIT.

                  B.       THE CIT TRANCHE A CLAIM.

                           (1)      AMOUNT.

         The Allowed CIT Tranche A Claim shall be in the amount of $2,535,000.

                           (2)      MATURITY DATE, INTEREST RATE AND
                                    AMORTIZATION.

         The Allowed CIT Tranche A Claim shall mature, and shall then be due and
payable in full, on January 1, 2008 and shall accrue interest, commencing on the
Effective Date at the annual




                                       27


rate of 7%, compounded monthly, and payable in arrears. The Allowed CIT Tranche
A Claim shall be amortized over a seven (7) year period commencing on the
Effective Date.

                           (3)      PAYMENT.

                                    (A)      CASH PAYMENT ON EFFECTIVE DATE.

         On the Effective Date, the Debtors shall pay CIT $195,000 as a partial
payment on account of the Allowed CIT Tranche A Claim.

                                    (B)      INTEREST ONLY PAYMENTS THROUGH
                                             JANUARY 2, 2003.

         Commencing on the first day of the first month following the Effective
Date, and continuing on the first day of each month thereafter through January
2, 2003, the Debtors shall make interest only payments to CIT in arrears.

                                    (C)      PRINCIPAL AND INTEREST PAYMENTS
                                             THROUGH JANUARY 1, 2008.

         Commencing on February 1, 2003 and continuing on the first day of each
month thereafter until January 1, 2008, the Debtors shall make principal and
interest payments to CIT, in arrears, based upon a seven (7) year amortization.

                                    (D)      THE CLASS 3(B) BONDHOLDER PAYMENT.

         As was noted in Section III of the Disclosure Statement (Background),
pursuant to the Debenture Subordination, the Debtors may not make any payments
to the Bondholders unless CIT (as the holder of "Senior Indebtedness") is paid
in full. In consideration for a waiver of the Debenture Subordination (which
waiver is made solely in connection with the confirmation and


                                       28


performance of the obligations pursuant to the terms of the Plan), 30% of amount
of the Class 3 Available Distributable Cash that would otherwise be paid to
Allowed Class 3(b) Claims (Bondholder General Unsecured Claims) (i.e., 30% of
the Class 3(b) Formula) will be paid to CIT.

                           (4)      SECURITY.

         The Allowed CIT Tranche A Claim shall be secured by the CIT Tranche A
FF&E located at the CIT Tranche A Properties.

                           (5)      RELEASE PRICES.

         The Debtors may sell the CIT Tranche A FF&E located at any property
upon payment to CIT of $80,000. If, within twenty four (24) months after the
Effective Date, the Debtors close a CIT Tranche A Property at which CIT Tranche
A FF&E is located, the release price for such CIT Tranche A FF&E is reduced to
$55,000, provided that CIT receives such $55,000 on the earlier of (a) six (6)
months after the restaurant is closed; and (b) the date on which the sale of the
CIT Tranche A Property closes.

                  C.       THE CIT TRANCHE B CLAIM.

                           (1)      AMOUNT

         The Allowed CIT Tranche B Claim shall be in the amount of $1,265,000
(less certain pre-Confirmation payments).

                           (2)      INTEREST.

         The Allowed CIT Tranche B Claim shall not bear interest.


                                       29


                           (3)      NON-RECOURSE.

         Except with respect to the Debtors' payment obligations regarding Store
125 (Fort Meyers), Store 163 (Orlando) and Store 157 (Grand Rapids) as provided
in Subsection 5(b) below, the Allowed CIT Tranche B Claim is non-recourse to the
Debtors.

                           (4)      SECURITY.

         The Allowed CIT Tranche B Claim shall be secured by the CIT Tranche B
FF&E at the CIT Tranche B Properties.

                           (5)      PAYMENTS.

                                    (A)      PRE-EFFECTIVE DATE PAYMENTS ON
                                             ACCOUNT OF CIT TRANCHE B CLAIM.

         Upon entry of a Final Order approving a Stipulation between the Debtors
and CIT which provides for CIT's support of the Plan pursuant to the terms
herein, the Debtors shall pay to CIT $385,000.00 (plus interest which actually
accrued on such amounts) which represents $55,000 for each of the following
properties: Johnson City, Evansville, Melbourne, Boynton Beach, Tallahassee,
Gainesville, and Lexington. Payment of these amounts shall reduce the balance of
the Allowed CIT Tranche B Claim.


                                       30


                                    (B)      PAYMENTS UPON SALE OF CIT TRANCHE B
                                             PROPERTY (OR A CIT TRANCHE A
                                             PROPERTY WHICH IS CLOSED BEFORE A
                                             SALE WITHIN 24 MONTHS OF THE
                                             EFFECTIVE DATE).

         Upon a sale of a CIT Tranche B Property or a CIT Tranche A Property
which is closed before a sale within 24 months of the Effective Date, CIT shall
receive $55,000 that shall reduce the balance of the CIT Tranche B Claim,
whether or not the buyer purchases the CIT Tranche B FF&E as part of that sale.
The Debtors shall not be obligated to pay CIT $55,000 on account of the CIT
Tranche B FF&E in any store until such time as a sale of the CIT Tranche B
Property has closed, provided, however, that with respect to Store 125 (Fort
Meyers), Store 163 (Orlando) and Store 157(Grand Rapids), the Debtors shall pay
CIT $55,000 for each property on the earlier of (a) the closing of a sale of
such property; and (b) June 30, 2003. Upon the closing of the sale of a CIT
Tranche B Property or a CIT Tranche A Property, the Debtors shall pay from
available funds and not from the sales proceeds all unpaid personal property
taxes, including pre-petition taxes, Administrative Personal Property Tax Claims
and post-effective date personal property taxes owing with respect to such sold
property.

                  D.       CIT GENERAL UNSECURED CLAIM

         CIT shall have an Allowed General Unsecured Claim in the amount of
$8,791,336.19 (which represents CIT's filed claim of $12,591,336.19 less
$2,535,000 (CIT Tranche A Claim) less $1,265,000 (CIT Tranche B Claim) (the "CIT
General Unsecured Claim "). The CIT General


                                       31


Unsecured Claim shall be classified in Class 3(a) and receive the same treatment
as all other Allowed Class 3(a) General Unsecured Claims.

                  E.       MISCELLANEOUS.

                           (1)      KENNESAW AND GWINETT.

         CIT releases any claims it has to furniture, fixtures and equipment
located at the Kennesaw (Store 149) and Gwinnett (Store 147) properties on the
date of the closing of the sale of those two properties and authorizes all Net
Proceeds from the sale of such properties to be paid to the Bank Group. Debtors
acknowledge that any furniture, fixtures and equipment originally financed by
CIT and at one time located at the Kennesaw and Gwinnett properties remain
subject to a duly perfected first priority lien and security interest in favor
of CIT wherever located.

                           (2)      SALE OF FF&E AT LOCATIONS WHERE THE REAL
                                    PROPERTY LEASE HAS BEEN REJECTED.

         CIT shall be entitled to sell for its own account any of its collateral
that is or was located at stores where the Debtors have rejected the
corresponding real property leases as of April 10, 2002. These stores are #109
Bethel Road; #115 Memphis; #131 Wildwood; #140 Alpharetta and #167 West Palm
Beach (the "Rejected Stores Equipment"). The Debtors have executed stipulations
for relief from the automatic stay authorizing CIT to proceed with its rights
and remedies with respect to disposal of the Rejected Stores Equipment. The
gross proceeds from the sale of the Rejected Stores Equipment (minus direct
costs of sale, including but not limited to


                                       32


commissions actually paid to third parties) shall be applied to reduce the
amount of the Class 3(a) CIT General Unsecured Claim.

                           (3)      MUTUAL RELEASES.

         Except for the provisions of the Plan, CIT, the Debtors in Possession
and the Debtors will execute mutual releases binding upon the Debtors' and their
estates in a form and substance acceptable to the Debtors and CIT effective as
of the Effective Date.

                           (4)      WARRANTS.

         CIT may transfer all, or a portion, of the warrants it receives on
account of the CIT General Unsecured Claim to Citigroup and both CIT and
Citigroup shall each be entitled to exercise any warrants they receive at their
own discretion.

                           (5)      STORE 110 (NASHVILLE)

         CIT shall endorse for the Debtors' benefit any insurance checks
presented to CIT in connection with any replacement and/or repairs made by the
Debtor prior to May 1, 2002 with respect to Store Number 110 (Nashville).

         5.       Class 1(c): Secured Real Property Tax Claims

         Class 1(c) consists of all of the claims of taxing authorities secured
by real property owned by the Debtors (the "Secured Real Property Tax Claims").
Class 1(c) is impaired. Attached to the Disclosure Statement as EXHIBIT H is a
listing of all of the Secured Real Property Tax Claims that have been filed in
these cases. In addition, EXHIBIT H includes a listing of what the Debtors
records' reflect as the total secured real property tax claims (including the
filed


                                       33


claims). The Debtors intend to reconcile the filed claims to the Debtors'
records prior to the hearing on the Disclosure Statement and intend to submit an
amended EXHIBIT H at that time.(5)

         TABLE 5: TREATMENT OF ALLOWED SECURED REAL PROPERTY TAX CLAIMS



CLASS        CLAIMANT                 INSIDER    CLAIM AMOUNT         TREATMENT
NO.
- --------     ----------------------   -------    -------------        ------------------------------------------------------
                                                          
1(c)         All holders of Real      N          Approximately        Holders of Allowed Real Property Tax Claims shall be
             Property Tax Claims as                $401,000.00        paid in full as follows: monthly payments of
             further identified on                                    principal and interest for four (4) years at an
             EXHIBIT H TO THE                                         interest rate of 5.5% per annum.
             DISCLOSURE STATEMENT


         6.       Class 1(d): PACA Claims

         Class 1(d) consists of all of the Holders of claims under the
Perishable Agricultural Commodities Act ("PACA") (the "PACA Claims"). Class 1(d)
is unimpaired. Attached to the Disclosure Statement as EXHIBIT J is a listing of
all of the PACA Claims.(6)

                    TABLE 6: TREATMENT OF ALLOWED PACA CLAIMS



CLASS        CLAIMANT                 INSIDER    CLAIM AMOUNT         TREATMENT
NO.
- --------     ----------------------   -------    -------------        ------------------------------------------------------
                                                          
1(d)         All holders of PACA      N          Approximately        Paid in full on the later of (1) the Effective Date
             Claims as further                     $108,000.00        or (2) the date upon which the Claim is Allowed
             identified on EXHIBIT                                    pursuant to a Final Order.
             J to the Disclosure
             Statement


         7.       Class 1(e): Reclamation Claims

         Class 1(e) consists of all of the holders of reclamation claims, which
are secured by the goods subject to reclamation pursuant to Uniform Commercial
Code section 2-701 and

- ---------------------------
(5) The Debtors reserve their rights to object to the amount, validity and/or
priority of any and all Secured Real Property Tax Claims.

(6) The Debtors reserve their rights to object to the amount, validity and/or
priority of any and all PACA Claims.


                                       34


Bankruptcy Code section 546(c)(the "Reclamation Claims"). Class 1(e) is
unimpaired. Attached to the Disclosure Statement as EXHIBIT K is a listing of
all of the Reclamation Claims.(7)


                TABLE 7: TREATMENT OF ALLOWED RECLAMATION CLAIMS


CLASS        CLAIMANT                 INSIDER    CLAIM AMOUNT         TREATMENT
NO.
- --------     ----------------------   -------    -------------        ------------------------------------------------------
                                                          

1(e)         All holders of           N          Approximately        Paid in full on the later of (1) the Effective Date
             Reclamation Claims as                  $20,000.00        or (2) the date upon which the Claim is Allowed
             further identified on                                    pursuant to a Final Order.
             EXHIBIT K to the
             Disclosure Statement


         8.       Class 1(f): Secured Personal Property Tax Claims

         Class 1(f) consists of all of the Claims of taxing authorities secured
by personal property owned by the Debtors (the "Secured Personal Property Tax
Claims"). Class 1(f) is impaired. Attached to the Disclosure Statement as
EXHIBIT L is a list of what the Debtors' records reflect as the outstanding
pre-petition Secured Personal Property Tax Claims.(8) The Debtors are still in
the process of reconciling these amounts to any claims that may have been filed
as Secured Personal Property Tax Claims.(9) The Debtors intend to reconcile the
filed claims to the Debtors' records prior to the hearing on the Disclosure
Statement and intend to submit an amended EXHIBIT L at that time.


- --------------------------
(7) The Debtors reserve their rights to object to the amount, validity and/or
priority of any and all Reclamation Claims.
(8) The Debtors reserve their rights to object to the amount, validity and/or
priority of any and all Secured Personal Property Tax Claims.
(9) The Debtors projections estimate these taxes at $82,000. However, it is
presently believed that the taxes are less.


                                       35


       TABLE 8: TREATMENT OF ALLOWED SECURED PERSONAL PROPERTY TAX CLAIMS



CLASS        CLAIMANT                 INSIDER    CLAIM AMOUNT         TREATMENT
NO.
- --------     ----------------------   -------    -------------        ------------------------------------------------------
                                                          
1(f)         All holders of           N          Approximately        Holders of Allowed Personal Property Tax Claims
             Personal Property Tax                  $50,000.00        shall be paid in full as follows: monthly payments
             Claims as further                                        of principal and interest for six (6) years at an
             identified on EXHIBIT                                    interest rate of 5.5% per annum.
             L to the Disclosure
             Statement


         9.       Class 1(g): Subordinate Secured Real Property Claims

          Class 1(g) consists of all claims secured by the Bank Group Tranche A
& B Properties that are junior to the liens held by the Bank Group for the
Senior Secured Debt (the "Subordinate Real Property Claims"). Class 1(g) is
impaired. The Debtors are not aware of any claims in this class.(10)


         TABLE 9: TREATMENT OF ALLOWED SUBORDINATE REAL PROPERTY CLAIMS



CLASS        CLAIMANT                 INSIDER    CLAIM AMOUNT         TREATMENT
NO.
- --------     ----------------------   -------    -------------        ------------------------------------------------------
                                                          
1(g)         All holders of           N                  $0.00        Holders of Allowed Subordinate Real Property Claims
             Subordinate Real                                         are under-secured and shall receive the same
             Property Claims                                          treatment as Allowed Class 3(a) Claims (General
                                                                      Unsecured Claims). All liens and encumbrances shall
                                                                      be discharged and terminated as to the properties
                                                                      encumbered.


         10.      Class of Priority Non-Tax Claims

         Certain priority Claims that are referred to in Code Sections
507(a)(3), (4), (5), (6), and (7) are required to be placed in classes. These
types of Claims are entitled to priority treatment as follows: the Code requires
that each holder of such a Claim receive cash on the Effective Date equal to the
allowed amount of such Claim. However, a class of Priority Non-Tax Claims may

- ---------------------------
(10) The Debtors reserve their rights to object to the amount, validity and/or
priority of any and all Subordinate Real Property Claims.


                                       36



vote to accept deferred cash payments of a value, as of the Effective Date,
equal to the Allowed amount of such Claims. As discussed above, early on in
these Cases, the Debtors obtained authority from the Court to pay certain
pre-petition Claims of current employees. However, there are currently
outstanding certain unpaid Priority Non-Tax Claims held by employees and former
employees of the Debtors which the Debtors estimate will be allowed in an amount
equal to $12,3412.48. Attached to the Disclosure Statement as EXHIBIT N is a
list of Priority Non-Tax Claims, the treatment under the Plan of which is as
follows: (11)

             TABLE 10: TREATMENT OF ALLOWED PRIORITY NON-TAX CLAIMS



CLASS.       CLAIMANT                     AMOUNT               TREATMENT
- --------     ----------------------       -------------        ------------------------------------------------------
                                                      
2
             Priority Non-Tax Claims        $12,341.48         Allowed Claims will be paid in full on the later of (1)
             as listed on EXHIBIT N                            the Effective Date; or (2) the date upon which the
             to the Disclosure                                 Claim becomes an Allowed Claim pursuant to a
             Statement                                         Final Order.


         In addition, the Debtors scheduled $1,168,853.76 in 507(a)(3) and
(a)(4) claims. However, as was noted above, the Court previously entered its
Order Authorizing, But Not Requiring, the Debtors to Pay Pre-Petition Employee
Wages, Salaries and Contributions to Employee Benefit Plans entered on June 5,
2001, which authorized the Debtors to pay $1,735,872.11 in pre-petition employee
wage and $977,000.00 in benefit claims. The Debtors believe that pursuant to the
Order all such priority claims owing to its employees have already been paid.
The Debtors intend to file an objection to this scheduled claim shortly.


- ---------------------------
(11) The Debtors reserve their rights to object to the amount, validity and/or
priority of any and all Priority Non-Tax Claims.


                                       37


         11.      Classes of Unsecured Claims

         Unsecured Claims are unsecured Claims not entitled to priority under
Code section 507(a). EXHIBIT P to the Disclosure Statement contains an
itemization of all Unsecured Claims against the Debtors' Estates. As is
further described below, the Debtors' Unsecured Claims shall be classified as
follows:(12)

             TABLE 11: SUMMARY OF CLASSIFICATION OF UNSECURED CLAIMS



CLASS           DESCRIPTION
- -----           ----------------------------------------------------------------
             
3(a)            Class 3(a) is comprised of all Unsecured Claims against the
                Debtors, including the CIT General Unsecured Claim (the "General
                Unsecured Claims"). Class 3(a) does not include the Bondholder
                General Unsecured Claims or the Bank Group General Unsecured
                Claim The Debtors estimate that Class 3(a) Claims total between
                $15,300,000.00-$21,400.00.00.

3(b)            Class 3(b) is comprised of the Claims of all of the Bondholders
                under the Debentures (the "Bondholder Unsecured Claims"). The
                Allowed amount of the Class 3(b) Claims is $13,296,729.69.

3(c)            Class 3(c) is comprised of the Bank Group General Unsecured
                Claim. The Debtors estimate that Class 3(c) Claim totals
                between $0.00-$3,000,000.00.


                  A.       CLASSES 3(A)-3(C)

         Classes 3(a)-(c) are all impaired. As is further described below,
Classes 3(a)-3(c) shall receive the following distributions: (a) a share of
Class 3 Available Distributable Cash; (b) proceeds of certain Rights of Action
(the Seelbinder Litigation and the Preference Actions); (c) Warrants in
Reorganized CRC.

                           (1)      CLASS 3 AVAILABLE DISTRIBUTABLE CASH

         Subject to the availability of the Tax Refund holders of Allowed Class
3(a), 3(b) and 3(c) Claims shall receive a Pro Rata share of up to $4,000,000.00
(plus interest on that portion of the Tax Refund Escrow that is payable to
Holders of Allowed Class 3(a), 3(b) and 3(c) General


- -------------------
(12) The Debtors reserve their rights to object to the amount, validity and/or
priority of any and all Unsecured Claims.


                                       38


Unsecured Claims (the "Class 3 Escrow Interest")) calculated and paid as set
forth below. Provided however, that the Committee shall be entitled to segregate
up to $200,000.00 of such amount to fund the litigation assigned to the Class
3(a)-3(c) Creditors under the Plan and the Creditor Trust Trustee's fees and
expenses and the pursuit of all rights, duties and obligations of the Committee
under the Plan (the "Litigation Reserves"). The Committee shall inform the
Debtors no later than 10 days before the Confirmation Hearing as to the amount
of the Litigation Reserves. The amount of cash to be available to pay Allowed
Class 3(a)-3(c) Claims (net of Litigation Reserves and inclusive of the Class 3
Escrow Interest) shall be referred to herein as the Class 3 Available
Distributable Cash.

                           (A)      CLASS 3(A) SHARE

         All holders of Allowed Class 3(a) Claims shall share Pro Rata in the
Class 3 Available Distributable Cash calculated as follows:

            -     FORMULA: (Total dollar amount of Class 3(a) Claims) DIVIDED by
                  (total dollar amount of Class 3(a) Claims plus total dollar
                  amount of Class 3(b) Claims plus total dollar amount of Class
                  3(c) Claims) MULTIPLIED by the Class 3 Available Distributable
                  Cash (the "Class 3(a) Formula") MULTIPLIED by 90% (the "Class
                  3(a) Share").

            -     EXAMPLE: By way of example only, assuming that Class 3(a)
                  Claims total $18,000,000.00, Class 3(b) Claims total
                  $13,000,000.00, Class 3(c) Claims total $3,000,000.00, and
                  that Class 3 Available Distributable Cash equals


                                       39


                  $3,900,000.00, the calculation would be as follows:
                  $18,000,000.00 /$34,000,000.00 =.53 x $3,900,000.00 =
                  $2,067,000.00 (i.e., the Class 3(a) Formula) x 90% =
                  $1,860,300.00 (i.e., the Class 3(a) Share).

                           (B)      CLASS 3(B) SHARE

         (a) Holders of Allowed Class 3(b) Claims shall share Pro Rata in the
Class 3 Available Distributable Cash as follows:

            -     FORMULA: (Total dollar amount of Class 3(b) Claims) DIVIDED by
                  (total dollar amount of Class 3(a) Claims plus total dollar
                  amount of Class 3(b) Claims plus total dollar amount of Class
                  3(c) Claims) MULTIPLIED by Class 3 Available Distributable
                  Cash (the "Class 3(b) Formula") MULTIPLIED by 70% (the "Class
                  3(b) Share").

            -     EXAMPLE: By way of example only, assuming that Class 3(a)
                  Claims total $18,000,000.00, Class 3(b) Claims total
                  $13,000,000.00, Class 3(c) Claims total $3,000,000.00, and
                  Class 3 Available Distributable Cash equals $3,900,000.00, the
                  calculation would be as follows:

                  $13,000,000.00/$34,000,000.00 =.38 x $3,900,000.00 =
                  $1,482,000.00 (i.e., the Class 3(b) Formula) x 70% =
                  $1,037,400.00 (i.e., the Class 3(b) Share).

        (b) Concurrently with the Distributions to Holders of Allowed Class
3(a) Claims, Holders of Allowed Class 3(b) Claims shall also receive payments
equal to an amount that is 10% of the



                                       40


Class 3(a) Formula. In the example above, the Class 3(a) Formula is equal to =
$2,067,000.00 x 10% equals $206,700.00.

         (c) Concurrently with the Distributions to Holders of Allowed Class
3(c) Claims, Holders of Allowed Class 3(b) Claims shall also receive payments
equal to an amount that is 10% of the Class 3(c) Formula. In the example above,
the Class 3(c) Formula is equal to $351,000.00 x 10% equals $35,100.00.

                           (C)      CLASS 3(C) SHARE

         All holders of Allowed Class 3(c) Claims shall share Pro Rata in the
Class 3 Available Distributable Cash calculated as follows:

            -     FORMULA: (Total dollar amount of Class 3(c) Claims) DIVIDED by
                  (total dollar amount of Class 3(a) Claims plus total dollar
                  amount of Class 3(b) Claims plus total dollar amount of Class
                  3(c) Claims) MULTIPLIED by Class 3 Available Distributable
                  Cash (the "Class 3(c) Formula") MULTIPLIED by 90% (the "Class
                  3(c) Share").

            -     EXAMPLE: By way of example only, assuming that Class 3(c)
                  Claims total $18,000,000.00, Class 3(b) Claims total
                  $13,000,000.00, Class 3(c) Claims total $3,000,000.00, and
                  Class 3 Available Distributable Cash equals $3,900,000.00, the
                  calculation would be as follows: $3,000,000.00/$34,000,000.00
                  =.09 x $3,900,000.00 = $351,000.00 (i.e., the Class 3(c)
                  Formula) x 90% = $315,900.00 (i.e., the Class 3(c) Share).


                                       41


                           (D)      TIMING OF THE PAYMENTS

                                    (I)      INITIAL CASH PAYMENT OF CLASS 3
                                             AVAILABLE DISTRIBUTABLE CASH

         Upon the Effective Date, the Debtors shall make a Pro Rata cash payment
totaling $1,200,000.00 (less the Litigation Reserves) to holders of the Allowed
Class 3(a), 3(b) and 3(c) Claims (the "Initial Cash Distribution").

                                    (II)     REMAINING CASH PAYMENT OF CLASS 3
                                             AVAILABLE DISTRIBUTABLE CASH

         The source of funds for the remainder of the Class 3 Available
Distributable Cash of $2,800,000.00 plus the Class 3 Escrow Interest (the
"Remaining Cash Payment") shall be the Tax Refund. The Debtors shall escrow the
Tax Refund (less the Initial Cash Payment) when received from the IRS in the Tax
Refund Escrow, and said Tax Refund (less the Initial Cash Payment) shall be held
in the Tax Refund escrow until such time as there is a final Tax Refund
Determination with respect to the Tax Refund. Within 10 business days of the
occurrence of the Tax Refund Determination, the Debtors shall pay the Remaining
Cash Payment Pro Rata to Holders of Allowed Class 3(a), 3(b), and 3(c) Claims,
subject to the reserves set forth for Disputed Claims.

         Should the IRS determine that the Debtors are not entitled to the full
amount of the Tax Refund and the Debtors agree, or the Court so orders, the
Remaining Cash Payment shall equal the final IRS determination of the Tax Refund
(the "Adjusted Tax Refund") less the difference


                                       42


between the Tax Refund and the Adjusted Tax Refund up to a maximum deduction of
$775,000.00 up to a maximum "Remaining Cash Payment of $2,800,000.00 plus the
Class 3 Escrow Interest.

         For example, should the Adjusted Tax Refund be reduced to $3,000,000.00
(from the expected $3,700,000.00), the Remaining Cash Payment owing would be
$2,225,000.00 plus the Class 3 Escrow Interests (the Adjusted Tax Refund less
$775,000.00 plus the Class 3 Escrow Interest).

                                    (III)    NO PAYMENTS ON CLASS 3(C)

         Notwithstanding anything contained herein, no payments shall be paid on
account of Class 3(c) Claims (Bank Group General Unsecured Claim) until such
time as the amount of said claim has been liquidated and allowed.

                  (2)      WARRANTS.

                           (A)      GENERAL

         On the Effective Date, the Debtors will issue to CIT, in respect of its
Allowed Class 3(a) Claim, its Pro Rata Share (together with all other Allowed
Class 3(a) Claims and the Allowed Class 3(b) Claims) of warrants for the
purchase of 923,077 shares of the New Common Stock in Reorganized CRC Holders
(the "Class 3 Warrants"), representing an amount equal to 15%, in the aggregate,
of the shares of New Common Stock to be issued or reserved for issuance under
the Plan, other than shares reserved for the Employee Incentive Stock Plan.


                                       43


         In addition, on the Effective Date, the Debtors will issue to the
Creditor Trust, in respect of all Allowed Class 3(a) Claims (other than CIT's
Allowed Class 3(a) Claim) and all Allowed Class 3(b) Claims), all Class 3
Warrants other than the Class 3 Warrants issuable in respect of CIT's Allowed
Class 3(a) Claim. On the Effective Date, each Holder of an Allowed Class 3 Claim
will receive such Holder's Pro Rata Share of beneficial interests in the
Creditor Trust.

         The Class 3 Warrants will contain anti-dilution protection (subject to
dilution in connection with the issuance of an additional 5% of the New Common
Stock of Reorganized CRC to management of Reorganized CRC pursuant to the
Employee Incentive Stock Plan).

         No warrants will be issued to Holders of Allowed Class 3(c) Claims.

                           (B)      EXERCISE AND STRIKE PRICE

         Common stock will be issued to the new investors for $1 per share.
Accordingly, the exercise price for the Class 3 Warrants shall be as follows:
(a) for $1.50 per share for the period from the Effective Date until the date
which is the second anniversary of the Plan; and (b) $1.75 per share for the
period which is the date following the second anniversary of the Effective Date
of the Plan until the date which is the third anniversary of the Effective Date
of the Plan. All unexercised Class 3 Warrants shall expire on the date which is
the earlier of (a) the third anniversary of the Effective Date of the Plan; and
(b) the expiration of the 90-day period beginning on the effective date of the
registration under Section 12(g) or Section 12(g) of any class of equity
securities of Reorganized CRC. Subject to any applicable securities
restrictions, Reorganized CRC shall use its best efforts to give the holders of
Class 3 Warrants, the Committee


                                       44


and the Creditor Trust Trustee as much advance notice as practicable of the
anticipated effectiveness of any such effective date, and in any event, shall
provide notice of any such effective date as of that date.

                           (C)      TRUST FOR CLASS 3 WARRANTS

         As of the Effective Date, all Class 3 Warrants other than Class 3
Warrants issuable in respect of CIT's Allowed Class 3(a) Claim will be issued in
the name of the Creditor Trust Trustee on behalf of the beneficiaries of the
Creditor Trust. So long as the Class 3 Warrants remain in the Creditor Trust,
the Creditor Trust will hold, retain and exercise all rights as the sole holder
of record of (a) all Class 3 Warrants issued in exchange for Class 3 Claims
other than CIT's Allowed Class 3(a) Claim, including but not limited to the
right to exercise such warrants, and (b) all shares of New Common Stock issuable
upon exercise of such warrants.

         The Creditor Trust Trustee shall be required to distribute trust assets
(including but not limited to the Class 3 Warrants or any New Common Stock
issuable upon exercise thereof) as soon as practicable after such distribution
is authorized under the Creditor Trust Agreement. Unless otherwise provided in
the Creditor Trust Agreement, if at any time no such distribution is authorized
and any Class 3 Warrants must be exercised to avoid expiration, the Creditor
Trust Trustee shall be required to exercise such warrants. The Creditor Trust
Trustee shall have the right, at its option, to exercise the Class 3 Warrants on
a "cashless" basis (i.e., in which Reorganized CRC, in lieu of receiving cash
equal to the aggregate exercise price of the warrants being exercised, will
cancel the number of shares subject to the warrants being exercised by the


                                       45


Creditor Trust that is equivalent in value to the aggregate exercise price of
the warrants being exercised and will issue to the Creditor Trust Trustee the
remaining shares subject to the warrants being exercised). For purposes of
determining the number of shares of New Common Stock to be cancelled,
Reorganized CRC shall be authorized to use any valuation method, consistently
applied, that is deemed by its Board of Directors and the Creditor Trust Trustee
(with notice to the Committee) in good faith to be appropriate. If a dispute
regarding such valuation arises, such dispute shall be resolved by binding
arbitration. The Creditor Trust Trustee shall be authorized to distribute trust
assets upon the earlier of (a) the registration by Reorganized CRC of any class
of equity securities under Section 12(b) or 12(g) of the Exchange Act or (b) the
third anniversary of the Effective Date. The Creditor Trust Trustee shall
distribute the Warrants or New Common Stock (as the case may be) in accordance
with each beneficiary's Pro Rata Share of the beneficial interests in the Trust.
Unless otherwise provided in the Creditor Trust Agreement, the term of the
Creditor Trust will expire 120 days after the trust assets are authorized for
distribution, unless such expiration is extended by Bankruptcy Court upon a
finding such extension is required in order to wind up the trust's affairs.

         Beneficial interests in the Creditor Trust will be deemed fully paid
and non-assessable when issued, and will be uncertificated and non-transferable
other than by death or operation of law. The Creditor Trust will otherwise be in
accordance with the terms and conditions of the Creditor Trust Agreement, dated
as of the Effective Date. The Creditor Trust Agreement will be entered into
between Reorganized CRC, as grantor, and the Creditor Trust Trustee, as trustee,
and


                                       46


will be substantially in the form to be filed with the Bankruptcy Court (and
served on the Committee) no later than ten (10) Business Days before the
deadline for the submission of objections to confirmation of the Plan. The
Creditor Trust Agreement shall be approved by the Committee.

                           (D)      INDENTURE TRUSTEE FEES

         On or before the Effective Date, the Debtors shall pay to the Indenture
Trustee under the Debentures the lesser of:(a) the actual amount of fees
(subject to a reasonableness standard) owing under the Debenture; and (b)
$125,000.00 (the "Indenture Trustee Fee"). The Indenture Trustee fee shall be
paid as an expense of administration. The Confirmation Order shall contain a
finding that the Indenture Trustee's fees are reasonable.

                           (E)      CREDITOR TRUST AGREEMENT.

         The Class 3 Warrants will be evidenced by warrant certificates issued
under, and will otherwise be in accordance with the terms and conditions of, the
Creditor Trust Agreement. The Creditor Trust Agreement will be entered into
between Reorganized CRC, as the issuer, and the Creditor Trust Trustee, and will
be substantially in the form to be filed with the Bankruptcy Court (and served
on the Committee) no later than ten (10) calendar days before the deadline for
the submission of objections to confirmation of the Plan. The Creditor Trust
Agreement shall be approved by the Committee.

                                       47


                  (3)      LITIGATION PROCEEDS

         Holders of allowed Class 3(a), 3(b) and Class 3(c) Claims shall also
share Pro Rata in proceeds of certain litigation (the "Litigation Proceeds")
described in Subsections (a) and (b) below.

                           (A)      CLAIMS AGAINST ARTHUR SEELBINDER.

         The Debtors shall assign to the Committee, for prosecution on behalf of
the Holders of all Allowed General Unsecured Claims (Classes 3(a), 3(b), and
3(c)), the Debtors' Estates' claims against Arthur Seelbinder et. al. (the
"Seelbinder Litigation") without representation or warranty of any kind. The
Debtors shall not be responsible for payment of any attorneys' fees or costs
relating to prosecution of the Seelbinder Litigation.

                           (B)      PREFERENCE ACTIONS.

         The Debtors shall assign to the Committee, for prosecution on behalf of
the Holders of all Allowed Class 3(a), 3(b), and 3(c) Creditors, the Debtors'
Estates' claims to recover transfers as avoidable preferences under section 547
of the Bankruptcy Code, which are identified on EXHIBIT F to the Disclosure
Statement (but excluding any payments made to any member of the Bank Group, any
prior member of the Bank Group and/or to Winthrop) (the "Preference Actions").
All proceeds of Preference Actions (less any amounts approved by the Committee
for the payment of the Committee's fees and expenses) shall be turned over to
the Reorganized CRC who shall hold such monies in a segregated account and be
used to pay the Allowed Claims of Class 3(a), (b) and (c) Creditors as provided
in the Plan.


                                       48


         Notwithstanding the foregoing, the Committee shall not commence
prosecution of any Preference Actions until the Claim Objection Bar Date.
Thereafter, the Committee may commence prosecution of any Preference Action
unless the Debtors have filed an objection to a Claim and asserted, as a defense
to payment of such Claim under section 502(d) of the Bankruptcy Code, that the
holder of a Claims is a recipient of a transfer which may be avoidable under
Sections 544, 547, 548, 549 and 550 of the Bankruptcy Code and equivalent or
analogous state law actions (a "Defensive Avoidance Action"). The Debtors may
settle and compromise any Defensive Avoidance Action with the written consent of
the Committee or Bankruptcy Court approval.

                           (C)      TIMING OF PAYMENTS

         The Debtors shall pay Litigation Proceeds to Holders of Allowed Class
3(a)-3(c) Claims on a semi-annual basis (on the last business day in January and
the last business day in July (the "Semi Annual Payment Date") provided that the
Debtors have Litigation Proceeds, which total $500,000.00 or more to distribute
(combined with the proceeds of the Disputed Claims). If the Debtors have less
than $500,000 in Litigation Proceeds and proceeds of Disputed Claims on any Semi
Annual Payment Date, the Debtors shall retain said proceeds and wait to pay them
until the next Semi-annual Payment Date on which the Litigation Proceeds and
Disputed Claims Proceeds total more than $500,000.00.


                                       49


                           (D)      ATTORNEYS FEES AND COSTS

         The Committee shall be entitled to retain counsel and other
professionals to assist it in prosecuting the Preference Actions, provided,
however, that all such fees and expenses shall be paid from the Litigation
Reserves and that the Debtors shall have no liability beyond the Litigation
Reserves for such payments.

                           (E)      DELIVERY OF FINANCIAL STATEMENTS

         During such time as the Reorganized Debtor may not be subject to
reporting obligations under to Section 13(a) or Section 15(d) of the Exchange
Act, Reorganized CRC shall deliver to the trustee of the Creditor Trust:

            -     As soon as practicable, but in any event within ninety (90)
                  days after the end of each fiscal year of Reorganized CRC, an
                  income statement for such fiscal year, a balance sheet and
                  statement of shareholder's equity as of the end of such year,
                  and a statement of cash flows for such year, such year-end
                  financial reports to be in reasonable detail, prepared in
                  accordance with generally accepted accounting principles, and
                  audited and certified by an independent public accounting form
                  of nationally recognized standing selected by the Reorganized
                  CRC.

            -     As soon as practicable, but in any event within forty-five
                  (45) days after the end of each fiscal quarter of Reorganized
                  CRC, an unaudited profit or loss statement and statement of
                  cash flows for such fiscal quarter and an unaudited balance
                  sheet as of the end of such fiscal quarter.


                                       50


                           (F)      RULE 144 REPORTING.

         With a view to making available to the Holders the benefits of certain
rules and regulations of the Securities and Exchange Commission which may permit
the sale of the Securities to the public without registration, Reorganized CRC
agrees at all times after ninety (90) days after the effective date of the first
registration filed by Reorganized CRC for an offering of its securities to the
general public to:

            -     Make and keep public information available, as those terms are
                  understood and defined in Rule 144;

            -     Use its best efforts to file with the Securities and Exchange
                  Commission in a timely manner all reports and other documents
                  required of Reorganized CRC under the Securities Act of 1933
                  and the Exchange Act of 1934, both as amended.

E.       CLASS(ES) OF INTEREST HOLDERS

         Interest holders are the Persons who hold Common Stock in CRC and
partnership interests in SCLP. The following chart identifies the Plan's
treatment of the Debtors' Interest Holders:


               TABLE 12: SUMMARY OF TREATMENT FOR INTEREST HOLDERS



CLASS             TYPE OF INTEREST                             TREATMENT
- -----             ------------------------------------         -------------------------------------------------
                                                         
4                 Common Stock of CRC, Restricted              All Interests in each of the Debtors will be
                  Stock held pursuant to Cooker 23001          extinguished. All Holders of Interests are deemed
                  Restricted Stock Plan and all related        to have rejected the Plan.
                  rights to acquire shares of Class A
                  Junior Participating Preferred Shares,
                  and all equity interests in and to each
                  of the Debtors and all options,
                  warrants or other rights to purchase
                  securities of the Debtors ("Interests")




                                       51


F.       MEANS OF EFFECTUATING THE PLAN

         1.       Funding for the Plan

                  A.       CASH NEEDS ON THE EFFECTIVE DATE.

         After taking into account all of the payments described in the Plan,
the Debtors will have the following cash needs on the Effective Date.

                TABLE 13: SUMMARY OF CASH NEEDS ON EFFECTIVE DATE



TYPE OF PAYMENT                                                AMOUNT
- ---------------                                                ------
                                                        
Administrative Claims (Non-Professionals)                  $3,067,719.50
Administrative Claims (Professionals)                      $  284,396.50
Executory Contract Cures                                   $  254,964.55
Allowed Reclamation Claims                                 $   20,000.00
Allowed PACA Claims                                        $  108,000.00
Distribution on account of Allowed Class 3(a),             $1,000,000.00
(b), and (c) Claims
Litigation Reserves                                        $  200,000.00
TOTAL                                                      $4,935,080.55



         2.       Sources of Cash on the Effective Date.

         The Debtors will generate the Cash needed to make payments required on
the Effective Date as follows: (a) Cash on hand as of the Effective Date; (b)
net proceeds from the sale of Closed Stores; (c) $1,000,000.00 in proceeds from
the sale of the Tranche B Properties that have sold before the Effective Date;
(d) proceeds of the sale of certain unencumbered Assets; (e) $4,000,000.00
generated from the sale of stock in Reorganized CRC; and (e) the $3,700,000.00
Tax Refund (if received before the Effective Date).



                                       52


         3.       Equity Capital

         Under the Plan, as of the Effective Date, all of the equity securities
of CRC outstanding immediately before the Effective Date will be cancelled. The
authorized capital stock of Reorganized CRC will consist of a single class of
common stock, no par value (the "New Common Stock"). Each share of the New
Common Stock will be validly issued, fully paid and non-assessable and will be
entitled to identical rights as to voting, dividends, status in liquidation and
otherwise. As discussed elsewhere in this Disclosure Statement, however, holders
of shares of New Common Stock issuable upon exercise of Bank Group Warrants will
be entitled to special shareholder rights, called "tag along/drag along" rights.

                  A.       SHARES OF REORGANIZED CRC

         Shares of the New Common Stock will be issued or reserved for issuance
as of the Effective Date. The Debtors expect that the number of shares to be
issued or reserved for issuance by Reorganized CRC (exclusive of 323,887 shares
issuable from time to time in the discretion of the Board of Directors in
accordance with the Employee Incentive Stock Plan) will be 6,153,847.

         Of the 6,153,847 shares, (a) 4,000,000 (or 65%) will be offered and
sold on or before the Effective Date for $1.00 per share in a cash offering to
investors (the "Investor Offering"), (b) 615,835 (or 10%) will be issued or
reserved for issuance as of the Effective Date to management and employees of
the Debtors pursuant to the Chapter 11 Stock Plan, (c) 615,835 (or 10%) will be
reserved for issuance after the Effective Date upon the exercise of the Bank
Group Warrants


                                       53


issued in exchange for Claims held by the Bank Group, and (d) 923,077 (or 15%)
will be reserved for issuance after the Effective Date upon exercise of the
General Unsecured Claim Warrants issued in exchange for Claims held by the
holders of Allowed Class 3(a) and 3(b) Claims. The issuance of an additional
323,887 shares (or 5% of the Reorganized CRC) pursuant to the Employee Incentive
Stock Plan will increase the total number of shares authorized under the Plan to
6,477,734 and is expected to have a modestly dilutive effect upon the equity
holders of Reorganized CRC.

         The purpose of the Investor Offering is to raise new capital of
$4,000,000 in cash in order to perform the requirements of the Plan and to meet
foreseeable future needs. The Investor Offering will be made pursuant to the
"private offering" exemption from registration under the Securities Act of 1933,
as amended (the "Securities Act") afforded by Section 4(2) of the Securities Act
and/or Regulation D of the Securities and Exchange Commission (the "SEC") and
similar exemptions from registration or qualification under state securities or
"blue sky" laws. Consistent with the requirements of these exemptions, the
Investor Offering will be made without general solicitation or general
advertising and only to a relatively small number of "accredited investors" as
defined by Rule 501(a) of Regulation D. The Debtors reserve the right, in their
sole discretion, to establish additional investor suitability standards and to
approve each investor's participation in the Investor Offering. Some or all of
the participants in the Investor Offering may be officers, directors, employees,
shareholders, consultants, vendors, or affiliates of the Debtors.


                                       54


         On June 19, 2002, the Debtors commenced the Investor Offering by
delivering the offering materials to prospective purchasers (consisting
primarily of certain stockholders of CRC). The offering materials included the
then current draft of the Disclosure Statement, a form of subscription
agreement, and other documents. Prospective purchasers in the Investor Offering
may request additional material information from the Debtors. To purchase shares
in the Investor Offering, prospective purchasers will be required to demonstrate
their eligibility to participate in the offering and must deliver signed
subscription agreements. They also will be required to acknowledge that the New
Common Stock will be "restricted securities" (and therefore may not be resold in
the absence of any effective registration under the Securities Act or an
exemption from such registration). Investors must state that they are purchasing
New Common Stock for investment and not with the intent of resale in a
distribution.

         The Debtors expect to begin receiving signed subscription agreements in
early July 2002. Subscription funds will be deposited into a subscription escrow
as and when received. As soon as practicable following the Bankruptcy Court's
approval of the final form of Disclosure Statement, the Debtors intend to
deliver the final Disclosure Statement as so approved to all prospective
purchasers. Under the terms of the Investor Offering, each investor will be
entitled to cancel his subscription and receive a full refund of any amount paid
during the 10-day period following delivery of the final Disclosure Statement.
Assuming that investors do not exercise their cancellation right, the Debtors
believe that the Investor Offering will be fully subscribed. All subscriptions
must be delivered, and all subscription funds deposited into escrow, on or
before the


                                       55


tenth (10th) calendar day before the deadline for filing objections to
confirmation of the Plan. Notice of the Debtors' receipt of, and the respective
amounts of, subscription agreements shall be delivered by the Debtors to the
Committee, the Bank Group and CIT on or before the 10th calendar day before the
deadline for filing objections to confirmation of the Plan. Closing of the
subscription escrow shall take place on the Effective Date of the Plan.

         The Shares of New Common Stock issuable to the Debtors' employees under
the Chapter 11 Stock Plan will be issued as compensation for additional work
performed during the Debtors' Chapter 11 proceedings. Awards under the Chapter
11 Stock Plan will be made by the board of directors of Reorganized CRC, or a
committee thereof, in its sole discretion, subject to the eligibility
requirements of such plan. Shares awarded under the Chapter 11 Stock Plan will
be "restricted securities" and therefore may not be resold in the absence of an
effective registration under the Securities Act or an exemption from such
registration.

                  B.       NEW WARRANTS.

         As of the Effective Date, and in exchange for certain Allowed Claims,
Reorganized CRC will issue warrants to purchase an aggregate of 1,538,912 shares
of New Common Stock (the "New Warrants"), which amount is equal to 25% of
Reorganized CRC before the issuance of any shares pursuant to the Employee
Incentive Stock Plan. The New Warrants consist of (a) warrants issued in
exchange for certain Allowed Claims held by the Bank Group (i.e., the Bank Group
Warrants), conferring the right to purchase 615,835 shares (or 40% of all shares
issuable upon exercise of New Warrants) and (b) warrants issued in exchange for
certain Allowed Class 3


                                       56


Claims (i.e., the Class 3 Warrants), conferring the right to purchase 923,077
shares (or 60% of all shares issuable upon exercise of New Warrants).

         Generally, the New Warrants, and the New Common Stock issuable upon
exercise thereof, should not be deemed "restricted securities" and therefore
should be transferable without registration under federal and state securities
laws, other than by persons or groups deemed to be "underwriters" with respect
to such securities. However, the Class 3 Warrants issued in respect of Class 3
Claims other than CIT's Allowed Class 3(a) Claim will be held in trust for the
Holders of such Claims and will not be immediately distributed to them (Please
see discussion in section entitled, "TRUST FOR CLASS 3 WARRANTS" supra).

                  C.       NEW COMMON STOCK UNDER EMPLOYEE INCENTIVE STOCK PLAN.

         As of the Effective Date, Reorganized CRC will reserve additional
shares of New Common Stock for future issuance pursuant to pursuant to the
Employee Incentive Stock Plan. The aggregate shares to be reserved will be
323,887, an amount equal to five percent (5%) of Reorganized CRC after giving
effect to the issuance of all shares of New Common Stock authorized under the
Plan to be issued or reserved (including shares offered and sold in the Investor
Offering, issued or reserved under the Chapter 11 Stock Plan, or reserved for
issuance upon exercise of New Warrants).

         Awards under the Employee Incentive Stock Plan will be made by the
board of directors of Reorganized CRC, or a committee thereof, in its sole
discretion, subject to the eligibility requirements under such plan. Shares
awarded under the Employee Incentive Stock Plan will be


                                       57


"restricted securities" and therefore may not be resold in the absence of an
effective registration under the Securities Act or an exemption from such
registration.

                  D.       NEW EQUITY SUMMARY

         In summary, the New Common Stock will be distributed as follows:

                         TABLE 14: SUMMARY OF NEW EQUITY



NUMBER OF SHARES           DISPOSITION
- ----------------           -----------
                        
   4,000,000               Sold to Investors
     615,385               Issued to employees under the Chapter 11 Stock Plan
     615,385               Set aside for Bank Group Warrants
     923,077               Set aside for Class 3 Warrants
     323,887               Set aside for future options under the Employee Incentive Stock Plan

   6,477,734               Total


         4.       Corporate Structure and Governance

                  A.       MERGER OR CHARTER

         On or before the Effective Date, CRG and SCLP will either be merged
into CRC or will be dissolved, with the assets of these entities to be
liquidated and/or distributed to CRC. The Plan and Disclosure Statement assumes
that the Debtors will be legally consolidated on or before the Effective Date.
As of the Effective Date, and subject to such charter amendments as may be made
pursuant to the Plan, the articles of incorporation of Reorganized CRC will be
the same as the articles of incorporation of CRC immediately before the
Effective Date and the bylaws of Reorganized CRC will be the same as the bylaws
of CRC immediately before the Effective Date. Effective as of the Effective
Date, the officers and directors of Reorganized CRC will be the same as the
officers and directors of CRC immediately before the Effective Date. Charter
amendments that may be made pursuant to the plan, include changes as may be
necessary or appropriate (a) to


                                       58


conform such instruments to recent amendments to corporation statutes, (b) in
accordance with the Plan and Reorganized CRC's status as a privately held
company, and (c) to include a prohibition on the issuance of non-voting equity
securities.

                  B.       COMPOSITION OF REORGANIZED DEBTORS' BOARD OF
                           DIRECTORS AND IDENTITY AND COMPENSATION OF OFFICERS.

         Set forth below is a description of compensation expected to be
provided to the directors and officers of the Reorganized Debtors during its
2002 and 2003 fiscal years.(13)

              TABLE 15: MANAGEMENT COMPENSATION SUMMARY (2002-2003)




                                                                                   2002               2003
NAME                        POSITION                                         COMPENSATION(14)     COMPENSATION
- ----                        --------                                         ----------------     ------------
                                                                                         
Henry Hillenmeyer           Chief Executive Officer Chairman                    $245,000             $255,000
                            of the Board of Directors Director
Daniel Clay                 Executive Vice President Chief                      $262,300             $272,800
                            Operating Officer Director
David McDaniel              Vice President                                      $ 64,558             $ 67,000
Linda DeVault               Secretary                                           $ 57,500             $ 60,000
Robin B. Holderman          Director(15)                                        $ 12,800             $ 12,800
David T. Kollat             Director***                                         $ 12,800             $ 12,800
D. Shannon LeRoy            Director***                                         $ 12,800             $ 12,800
Harvey N. Palash            Director***                                         $ 12,800             $ 12,800
Brad Saltz                  Director***                                         $ 12,800             $ 12,800


         5.       Employee Incentive Plan/Stock Option Plan

         In addition, shares of New Common Stock shall be issued or reserved for
issuance to management and employees of the Debtors or Reorganized CRC, as
follows: (a) 615,385 shares, amounting to ten percent (10%) of Reorganized CRC
before giving effect to the issuance of shares under the Employee Incentive
Stock Plan, shall be issued at the discretion of the Board of


- ------------------
(13) The compensation of officers is subject to modification both pre and
post-confirmation.
(14) Officer Compensation for 2002 and 2003 does not include any performance
bonuses that may be offered and earned.
(15) ***Non-management directors receive $2,200 per quarter plus $500 per board
or committee meeting. Outside directors were not actually paid the full annual
rate of $12,800.00 per annum in year 2001.



                                       59


Directors to the Debtors' employees in consideration for the additional work
performed during the chapter 11 cases (the "Chapter 11 Stock Plan") and (b)
323,887 shares, amounting to five percent (5%) of Reorganized CRC after giving
effect to the issuance of all shares of New Common Stock authorized under the
Plan to be issued or reserved (including shares offered and sold in the Investor
Offering, issued or reserved under the Chapter 11 Stock Plan, or reserved for
issuance upon exercise of New Warrants), shall be set aside for an incentive
stock option plan to be used in the future to attract key employees and reward
performance (the "Employee Incentive Stock Plan").


         6.       Executive Bonuses

         In addition, upon Confirmation of the Plan, Officers will be eligible
for bonuses, which aggregate $100,000 (the "Confirmation Bonuses"), as
distributed by the Board of Directors. Under the bonus plans in place prior to
Chapter 11, the Officers would have received bonuses in excess of $500,000 in
the period from Petition Date to the Effective Date, but in view of the Debtors'
severe cash situation, they elected to forego bonuses during these Chapter 11
cases.
         7.       Estate Representative

         The Reorganized Debtors shall be appointed the Estate Representative
for purposes of prosecuting any Rights of Action, objecting to Claims,
disbursing monies to Holders of Claims and Interests under the Plan, liquidating
remaining property of the Estates and administering the Reserves established
pursuant to the Plan (other than the Seelbinder Litigation and the Preference
Actions which shall be assigned to the Committee and the Class 3(a), (b) and (c)
Creditors).


                                       60


Without further order of the Court, the Reorganized Debtors may employ
professionals, including counsel and accountants, the duties of which may
include, without limitation, assisting in fulfilling the obligations under the
Plan, including prosecuting any Rights of Action, objecting to Claims, filing
tax returns and disposing of the remaining assets of the Estates. Such
professionals shall be entitled to receive compensation for services rendered
after the Effective Date without further order of the Court.

         The Reorganized Debtors may pursue or decline to pursue any Rights of
Action, as it deems appropriate in its sole discretion. Reorganized Debtors may
settle, release, sell, and assign, otherwise transfer or compromise such Rights
of Action. Similarly, Reorganized Debtors may sell any remaining assets of
Reorganized Debtors in their sole discretion.

         Reorganized Debtors may, but shall not be required to, set-off against
any Claim and the Distributions to be made pursuant to the Plan in respect of
such Claim, any claims the Estates may have against the holder of the Claim, but
neither the failure to do so nor the allowance of any Claim hereunder shall
constitute a waiver or release by Reorganized Debtors of any such claims,
set-off or recoupment rights which Reorganized Debtors may have against such
Holder.

         Unless a claim against a creditor or other person is expressly waived,
relinquished, compromised or settled in the Plan or in a Final Order, all rights
with respect to such claim are reserved to Reorganized Debtors, which may pursue
such claim. Upon the substantial consummation of the Plan, the Reorganized
Debtors may file, and after full consummation shall file, a report with the
Court and request the entry of a final decree closing these Cases.


                                       61


         8.       Disputed Claims and Unclaimed Property

         Notwithstanding all references in the Plan to Claims that are Allowed,
in undertaking the calculations concerning Allowed Claims or Allowed Interests
or Administrative Claims under the Plan, including the determination of the
amount of Distributions due to the Holders of Allowed Claims and Administrative
Claims, each Disputed Claim shall be treated as if it were an Allowed Claim or
authorized Administrative Claim, as appropriate, except that if the Court
estimates the likely portion of a Disputed Claim to be Allowed or otherwise
determines the amount which would constitute a sufficient reserve for a Disputed
Claim (which estimates and determinations may be requested by the Debtors or
Reorganized Debtors), such amount as determined by the Court shall be used as to
such Claim.

         The Distributions due in respect of Disputed Claims based on the
calculations required by the Plan shall be reserved for the Holders of the
Disputed Claims and deposited in a segregated account (the "Disputed Claims
Reserve"). The amount so deposited on behalf of a Creditor holding a particular
Disputed Claim is referred to herein as the "Reserve Amount."

         After an objection to a Disputed Claim is withdrawn or determined by
Final Order, the Distributions due on account of any resulting Allowed Claim or
authorized Administrative Expense shall be paid by Reorganized CRC from the
Reserve Amounts for such Creditor held in the Disputed Claims Reserves together
with the interest, if any, actually accrued on the Reserve Amounts (up to a
maximum of the interest actually accrued on the amount of the resulting Allowed
Claim or authorized Administrative Claim). Such payment shall be made on the
earlier


                                       62


of (a) the next payment date for Claims or Administrative Expenses of the Class
or type of the Claim or Administrative Expense of such Holder and, (b) within
forty-five (45) days of the date the Disputed Claim becomes an Allowed Claim or
authorized Administrative Expense. No interest shall be due to a Disputed Claim
holder based on the delay attendant to determining the allowance of such Claim
except as set forth in this subsection.

         Should the Distribution due in respect of a finally Allowed Claim of
such creditor exceed the Reserve Amount for Administrative Claims, Secured
Claims or Priority Claims, the shortfall may be paid from any available sums of
Reorganized CRC and, for Unsecured Claims, the shortfall may be paid from funds,
if any, otherwise available to distribute to Unsecured Claims, collectively. In
no event shall the Creditor have recourse to any payments already made to
others.

         After an objection to such a Disputed Claim is sustained in whole or in
part by a Final Order, any Reserve Amounts for such Claim held in the Disputed
Claims Reserve in excess of the Distributions due on account of any resulting
Allowed Claim may be removed from the Disputed Claims Reserve and put in
Reorganized CRC's general accounts, with the exception of amounts resulting from
objections to Class 3(a)-Class 3(c) Claims, which funds shall be held for
distribution to Holders of Allowed Class 3(a)-Class 3(c) Claims on the
Semi-Annual Payment Dates.

         Any Cash or other property which is unclaimed for one hundred and
eighty (180) days after the Distribution is sent by mail to the last known
mailing address for the person entitled thereto as provided in the Plan
("Unclaimed Property") will be deemed paid to such entitled


                                       63


Person, for purposes of determining the Person's rights. Any Person that does
not claim its Distribution within one hundred and eighty (180) days will not
receive that unclaimed distribution, but may receive future distributions under
the Plan. Unclaimed Property resulting from a Distribution shall revest in
Reorganized CRC. On the 90th day after the Distribution, the Debtors shall file
with the Court (and serve on the Committee) an Unclaimed Property schedule,
which sets forth a list of all unclaimed Distributions.

G.       CLAIM OBJECTION BAR DATE

         The Debtors, creditors and other parties in interest shall have until
120 days following the Effective Date of the Plan (the "Claim Objection Bar
Date") to file all objections to claims and/or interests in these cases.

                                      III.

              TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES

A.       EXECUTORY CONTRACTS AND UNEXPIRED LEASES TO BE ASSUMED

         Attached to the Disclosure Statement as EXHIBIT Q is a chart, which
identifies the Debtors' unexpired leases and executory contracts to be assumed
(the "Assumed Leases") as obligations of Reorganized CRC under this Plan on the
Effective Date. EXHIBIT Q also itemizes the amount of monetary defaults, if any,
which exist under such leases and executory contracts, which the Debtors must
cure pursuant to section 365(b) of the Bankruptcy Code. The Confirmation Order
shall constitute an Order approving the assumption of each lease and contract
listed. If you are a party to a lease or contract to be assumed and you object
to the assumption of


                                       64


your lease or contract and/or you object to the amount that the Debtors have set
forth on EXHIBIT Q as owing to cure monetary defaults, you must file and serve
your objection to the Plan within the deadline for objecting to the confirmation
of the Plan. See Section I (Introduction) of the Disclosure Statement for the
specific date.(16)

B.       OTHER EXECUTORY CONTRACTS AND UNEXPIRED LEASES TO BE REJECTED

         Attached to the Disclosure Statement as EXHIBIT R is a chart, which
identifies additional unexpired leases and executory contracts the Debtors will
reject as of the Effective Date. The Confirmation Order shall constitute an
Order approving the rejection of each lease and contract listed. If you are a
party to a contract or lease to be rejected and you object to the rejection of
your contract or lease, you must file and serve your objection to the Plan
within the deadline for objecting to the confirmation of the Plan. See Section I
(Introduction) of the Disclosure Statement document for the specific date.

         THE BAR DATE FOR FILING A PROOF OF CLAIM BASED ON A CLAIM ARISING FROM
THE REJECTION OF A LEASE OR CONTRACT IS THIRTY (30) CALENDAR DAYS FROM THE DATE
THE CONFIRMATION ORDER IS ENTERED ON THE COURT'S DOCKET. Any Claim based on the
rejection of a contract or lease will be barred if the proof of Claim is not
timely filed.


- ------------------
(16) The Debtors reserve the rights to add or withdraw any contract from the
Assumption or Rejection Schedules at any time prior to the confirmation hearing.


                                       65


                                      IV.
                        TREATMENT OF MISCELLANEOUS ITEMS

A.       ROUNDING OF AMOUNTS/DE MINIMIS AMOUNTS

         Notwithstanding anything to the contrary in the Plan, the Debtors may
round all amounts for Distributions of Cash hereunder to Holders of Allowed
Claims and Interests to the nearest whole dollar amount. In addition, the
Debtors shall not be required to make a Distribution on account of any Claim
until the Distribution to such creditor totals a minimum of $5.00.

B.       NAME AND ADDRESS OF HOLDER

         For purposes of all Distributions under this Plan, the Debtors will be
entitled to rely on the name and address of the Holder of each Allowed Claim or
Interest as shown on any timely filed proof of Claim and, if none, as shown on
the Debtors' schedules, as amended, as of the date of the hearing on
Confirmation of the Plan, except to the extent that both the Debtors and their
counsel first receive adequate written notice of a transfer or change of
address, properly executed by the Holder or its authorized agent.

C.       APPLICATION OF PAYMENTS

         All Distributions in respect of Allowed Claims will be allocated first
to the principal amount of the Allowed Claim, with any excess allocated to
unpaid accrued interest.

D.       ORDERS TO AID CONSUMMATION OF PLAN

         The Plan constitutes and incorporates a motion under 11 U.S.C. ss. 1142
and the Federal Rules of Bankruptcy Procedure 7069 and 7070 for an order to
cause the Debtors and all their


                                       66


present and former directors, officers, agents, employees, attorneys, and
accountants to cooperate fully in providing the Debtors with all information
regarding and access to properties and Assets of the Debtors and its Estates;
and to execute and deliver such documents and perform such acts as are
reasonably necessary to enable the Debtors to take possession, custody, and
control of all assets vested in the Debtors' Estates pursuant to the Plan to the
extent provided for under the Plan and reasonably necessary to transfer all of
the assets of the Debtors to Reorganized CRC and the cancellation of all other
issued and outstanding shares in CRC and partnership interests in SCLP.
Confirmation of the Plan shall be deemed a granting of such motion and the
Confirmation Order shall be deemed the order thereon.

E.       SEVERABILITY

         If the Court determines, prior to the date of entry of the Confirmation
Order, that any provision of the Plan is illegal either as written or as applied
to any Claim or Interest, as the case may be, such provision shall be either
unenforceable generally or as applied to such Claim or Interest. A determination
that a provision of the Plan is illegal or not enforceable as to a particular
Claim or Interest shall in no way limit or affect the enforceability and
operative effect of any other provision of the Plan or of that provision as
applied to other Claims or Interests and the Debtors may modify the Plan to
withdraw or modify such provision.

F.       HEADINGS OF ARTICLES AND SECTIONS

         The headings of the articles and sections of the Plan are inserted for
convenience only and shall in no way affect the interpretation of its
provisions.


                                       67


G.       SUCCESSORS AND ASSIGNS

         The rights, benefits and obligations of any entity referred to in the
Plan shall be binding on, and shall inure to the benefit of, the heirs,
executors, administrators, successors or assigns of such entity.

H.       CHANGES IN RATES SUBJECT TO REGULATORY COMMISSION APPROVAL

         The Debtors are not subject to governmental regulatory commission
approval of their prices.

I.       SERVICES BY AND FEES FOR PROFESSIONALS

         1.       Prior to the Effective Date

         The Plan provides that fees and expenses for the professionals retained
by the Committee or the Debtors for services rendered and costs incurred after
the Petition Date and prior to the Effective Date, will be fixed by the
Bankruptcy Court after notice and a hearing and such fees and expenses will be
paid (less deductions for any and all amounts thereof already paid to such
Persons) after approval by the Bankruptcy Court to the extent so approved and as
provided in the Plan.

         2.       From the Effective Date

         Fees owing for services rendered and costs incurred and owing on and
after the Effective Date by the Professionals retained by the Debtors will be
paid by Reorganized CRC from the funds held by Reorganized CRC twenty (20) days
after submission of a bill therefore to the Reorganized CRC, if there is no
objection within such time. If there is such an objection, the fees


                                       68


and expenses will be fixed by the Bankruptcy Court after notice and a hearing.
The Bankruptcy Court will retain jurisdiction until the Case is closed, to
determine disputed post-Effective Date fees of Reorganized CRC professionals.

J.       CONTINUATION OF THE COMMITTEE

         Pursuant to the Plan, the Committee shall not be dissolved upon
Confirmation. However, as of the Effective Date, the Committee and each of its
members shall be released and discharged from all duties and obligations arising
from or related to the Cases, except those specifically reserved to the
Committee under the terms of the Plan. Following the Effective Date, the
Committees' fees and expenses shall be paid first from the Litigation Reserves
until exhausted and then, upon Committee authorization, from any Litigation
Proceeds until exhausted and then from any other Distributions to Class 3
Creditors. The Debtors shall have no liability for any post-Confirmation fees
and/or expenses other than the Litigation Reserves. Following the Effective
Date, the Committee may reconstitute itself to reduce the number of its members
or otherwise change its membership, in its sole discretion. Notice of any such
reconstitution shall be provided to Reorganized CRC.

         Subject to further order of the Bankruptcy Court, the Committee shall
be dissolved effective as of the date of final distribution of all cash
payments to be made to the holders of the Class 3 Claims under the Plan.


                                       69


K.       AMENDMENT, WITHDRAWAL OR REVOCATION OF THE PLAN

         The Debtors reserve the right to amend, revoke or withdraw the Plan
prior to the Confirmation Date. If the Debtors should revoke or withdraw the
Plan, then the Plan shall be null and void, and nothing contained in the Plan
shall constitute a waiver or release of any Claims by or against, or any
Interests in the Debtors, or prejudice in any manner the rights of Debtors.

L.       RETENTION OF JURISDICTION

         The Bankruptcy Court will retain and have exclusive jurisdiction over
any matter (a) arising under the Bankruptcy Code, (b) arising in or related to
the chapter 11 cases or the Plan, or (c) that relates to the following:

                  a.       Resolution of any matters related to the assumption,
assumption and assignment, or rejection of any executory contract or unexpired
lease to which the Debtors are a party or with respect to which the Debtors may
be liable and to hear, determine and, if necessary, liquidate, any Claims
arising therefrom, including those matters related to the amendment after the
Effective Date of the Plan, to add any executory contracts or unexpired leases
to the list of executory contracts and unexpired leases to be rejected;

                  b.       Entry of such orders as may be necessary or
appropriate to implement or consummate the provisions of the Plan and all
contracts, instruments, releases, and other agreements or documents created in
connection with the Plan;


                                       70


                  c.       Determination of any and all motions, adversary
proceedings, applications, and contested or litigated matters that may be
pending on the Effective Date or that, pursuant to the Plan, may be instituted
by the Reorganized CRC after the Effective Date;

                  d.       Ensuring that distributions to holders of Allowed
Claims are accomplished as provided in the Plan;

                  e.       Hearing and determining any timely objections to
Administrative Expense Claims or to proofs of Claim filed, both before and after
the Confirmation Date, including any objections to the classification of any
Claim and to allow, disallow, determine, liquidate, classify, estimate, or
establish the priority of secured or unsecured status of any Claim, in whole or
in part;
                  f.       Entry and implementation of such orders as may be
appropriate in the event the Confirmation Order is for any reason stayed,
revoked, modified, reversed, or vacated;

                  g.       Issuance of such orders in aid of execution of the
Plan, to the extent authorized by section 1142 of the Bankruptcy Code;

                  h.       Consideration of any modifications of the Plan, to
cure any defect or omission, or reconcile any inconsistency in any order of the
Bankruptcy Court, including the Confirmation Order;

                  i.       Hearing and determining all applications for awards
of compensation for services rendered and reimbursement of expenses incurred
prior to the Confirmation Date;


                                       71


                  j.       Hearing and determining disputes arising in
connection with or relating to the Plan or the interpretation, implementation,
or enforcement of the Plan or the extent of any Entity's obligations incurred in
connection with or released or exculpated under the Plan;

                  k.       Issuance of injunctions or other orders as may be
necessary or appropriate to restrain interference by any Entity with
consummation or enforcement of the Plan;

                  l.       Determination of any other matters that may arise in
connection with or are related to the Plan, the Disclosure Statement, the
Confirmation Order or any contract, instrument release, or other agreement or
document created in connection with the Plan or the Disclosure Statement;

                  m.       Hearing and determining matters concerning state,
local, and federal taxes (including but not limited to the Tax Refund) in
accordance with sections 346, 505, and 1146 of the Bankruptcy Code;

                  n.       Hearing any other matter or for any purpose specified
in the Confirmation Order that is not inconsistent with the Bankruptcy Code; and

                  o.       Entry of a final decree closing the chapter 11 cases.

M.       CONFIRMATION REQUEST

         In the event that all of the applicable requirements of 11
U.S.C.ss.1129(a) are met other than paragraph (8), the Debtors requests
confirmation of the Plan notwithstanding the requirements of such paragraph
under 11 U.S.C.ss.1129(b).


                                       72


                                       V.
                     CONDITIONS TO EFFECTIVENESS OF THE PLAN

         Confirmation of the Plan is conditioned upon the events described
below:

1.       The Debtors' receipt of $4 million in equity financing from the sale of
         New Common Stock.

2.       The Debtors' execution of all Plan Agreements required to be executed
         by Debtors.


                                      VI.

                         EFFECT OF CONFIRMATION OF PLAN

A.       BINDING EFFECT OF CONFIRMATION.

         Confirmation will bind the Debtors, all Creditors, Interest Holders and
other parties in interest to the provisions of the Plan whether or not the Claim
or Interest of such Creditor or Interest Holder is impaired under the Plan and
whether or not such Creditor or Interest Holder has accepted the Plan.

B.       VESTING OF ASSETS FREE AND CLEAR OF LIENS, CLAIMS AND INTERESTS

         Except as otherwise provided in the Plan or in the Confirmation Order,
upon the Effective Date, title to all Assets and property of the Debtors, and
all property of the Estate, including, pursuant to section 1123(b)(3)(b) of the
Bankruptcy Code, each and every claim, demand or cause of action which the
Debtor had or had power to assert immediately prior to Confirmation, will revest
in Reorganized CRC, free and clear of all liens, Claims and Interests.
Thereafter, Reorganized CRC will hold these assets without further jurisdiction,
restriction or supervision of


                                       73


the Bankruptcy Court. In addition, the Confirmation Order will serve to
discharge and terminate the audit rights, if any, of the IRS and/or any other
applicable authority with respect to the Tax Refund and the Adjusted Tax Refund.

C.       GOOD FAITH

         Confirmation of the Plan shall constitute a finding that: (i) this Plan
has been proposed in good faith and in compliance with applicable provisions of
the Bankruptcy Code; and (ii) the solicitation of acceptances or rejections of
this Plan by all Persons and the offer, issuance, sale, or purchase, of a
security offered or sold under the Plan has been in good faith and in compliance
with applicable provisions of the Bankruptcy Code. Accordingly, on the Effective
Date each of the officers and directors of the Debtors, the members of the
Committee, and each of their respective advisors and attorneys, effective as of
the Effective Date, will be deemed exculpated by Holders of Claims against and
Interests in the Debtors and other parties in interest to the Cases (including,
without limitation, the Debtors), from any and all claims, causes of action and
other assertions of liability (including, without limitation, breach of
fiduciary duty), arising out of or related to the Debtors, the Committee, the
Cases or the exercise by such entities of their functions as members of or
advisors to or attorneys for any such individuals or committee or otherwise
under applicable law, in connection with or related to the Cases, including
without limitation, the formulation, negotiation, preparation, dissemination,
Confirmation and consummation of this Plan and any agreement, instrument or
other document issued hereunder or related hereto; provided, however, that
neither the Plan nor Confirmation shall have any effect on liability for


                                       74


any act or omission of the officers and directors of the Debtors, the members of
the Committee, and each of their respective advisors and attorneys to the extent
that such act or omission is ultra vires or constitutes gross negligence or
willful misconduct.

D.       NO LIMITATIONS ON EFFECT OF CONFIRMATION

         Nothing contained in the Plan will limit the effect of Confirmation as
described in section 1141 of the Bankruptcy Code.

E.       DISCHARGE OF CLAIMS

         The rights afforded under the Plan and the treatment of Claims under
the Plan will be in exchange for and in complete satisfaction, discharge, and
release of all Claims. Confirmation of the Plan shall discharge Debtor from all
Claims that arose before the Confirmation Date and all Claims of all kinds
specified in sections 502(g), (h) and (i) of the Bankruptcy Code, whether or not
a proof of Claim is filed or deemed filed, and whether or not a Creditor has
accepted the Plan. However, any liability imposed by the Plan will not be
discharged.

F.       JUDICIAL DETERMINATION OF DISCHARGE

         As of the Confirmation Date, except as provided in the Plan, all
Persons shall be precluded from asserting against the Debtors any other or
further Claims, debts, rights, causes of action, liabilities, including but not
limited to the rights, if any, related to audit rights by the IRS or other
applicable authorities with respect to the Tax Refund and/or the Adjusted Tax
Refund, or equity interests based on any act, omission, transaction or other
activity of any kind or nature that occurred before the Confirmation Date, and
the Confirmation Order shall be a judicial


                                       75


determination of discharge of all Claims against the Debtors pursuant to
sections 524 and 1141 of the Bankruptcy Code, and shall void any judgment
obtained or entered against Debtors at any time, to the extent the judgment
relates to discharged Claims.

G.       INJUNCTION

         As of the Confirmation Date, all Persons that have held, currently hold
or may hold a Claim or other debt or liability that is discharged or an Interest
or other right of an equity security holder that is terminated pursuant to the
Plan are permanently enjoined from taking any of the following actions on
account of such discharged Claims, debts, or liabilities or terminated Interests
or rights: (a) commencing or continuing in any manner any action or other
proceeding against Debtors and/or their property or Reorganized CRC and/or its
property; (b) enforcing, attaching, collecting or recovering in any manner any
judgment, award, decree, or other against Debtors and/or their property or
Reorganized CRC and/or its property; (c) creating, perfecting or enforcing any
lien or encumbrance against Debtors and/or their property or Reorganized CRC
and/or its property; (d) asserting a right of subrogation or recoupment of any
kind against any debt, liability or obligation due to Debtors and/or their
property or Reorganized CRC and/or its property; and (e) commencing or
continuing any action that does not comply with or is inconsistent with the
provisions of the Plan.

H.       SECURITIES LAWS

         The entry of the Confirmation Order shall be (1) a final determination
of the Bankruptcy Court that the New Common Stock and New Warrants to be
distributed pursuant to this Plan are


                                       76


entitled to all of the benefits and exemptions provided by section 1145 of the
Bankruptcy Code and (2) deemed to incorporate the following as mixed findings of
fact and conclusions of law:

         1.       Initial Offer and Sale Exempt from Registration.

         Section 5 of the Securities Act and any State or local law requiring
registration for the offer or sale of a security or registration or licensing of
an issuer of, underwriter of, or broker or dealer in, a security, do not apply
to (a) the offer or sale of any New Common Stock or any New Warrants in
accordance with the Plan or (b) the offer of any New Common Stock through, or
the sale of any New Common Stock upon the exercise of, any New Warrants offered
or sold in accordance with the Plan.

         2.       For Resale Purposes, Initial Offering Deemed Public Offering.

         The offer or sale of the New Common Stock and New Warrants in
accordance with the Plan (including, without limitation, any New Common Stock
offered through or sold upon exercise of any New Warrants) is deemed to be a
public offering. Accordingly, such securities shall be deemed not to be
"restricted securities" within the meaning of the Securities Act and may be
resold without registration under the Securities Act by any holder not deemed
under 11 U.S.C. ss. 1145(b) to be an underwriter with respect to such
securities.

         3.        Creditor Trust Matters.

         The Creditor Trust, in reliance upon the exemption afforded by 11
U.S.C. 1145(a), is entitled to issue beneficial interests to its beneficiaries
in accordance with the Plan without registration under the Securities Act.
Beneficial interests in the Creditor Trust are not "equity


                                       77


securities" within the meaning of the Exchange Act and the Creditor Trust is
entitled to issue beneficial interests to its beneficiaries and distribute the
Class 3 Warrants (or New Common Stock issued upon exercise thereof) in
accordance with the Plan without registration of such interests under such act.
Beneficial interests in the Creditor Trust are not "evidences of indebtedness"
within the meaning of the Trust Indenture Act of 1939, as amended, and the
Creditor Trust is entitled to issue beneficial interests to its beneficiaries in
accordance with the Plan other than pursuant to an indenture qualified under
such act. The Creditor Trust, in reliance upon the exception for transactions
that are merely incidental to the dissolution of an investment company, is
entitled to conduct its activities in accordance with the Plan without
registration under the Investment Company Act of 1940, as amended.

I.       MODIFICATION OF PLAN

         The Proponent of the Plan may modify the Plan at any time before
confirmation. However, the Court may require a new disclosure statement and/or
revoting on the Plan if proponent modifies the plan before confirmation. The
Proponent of the Plan may also seek to modify the Plan at any time after
confirmation so long as (1) the Plan has not been substantially consummated and
(2) if the Court authorizes the proposed modifications after notice and a
hearing.


                                       78


J.       POST-CONFIRMATION CONVERSION/DISMISSAL

         In addition to all other rights available in law of equity, a creditor
or party in interest may bring a motion to convert or dismiss the case under
ss.1112(b), after the Plan is confirmed, if there is a default in performing the
Plan.

K.       FINAL DECREE

         Once the estate has been fully administered as referred to in
Bankruptcy Rule 3022, the Plan Proponent, or other party as the Court shall
designate in the Plan Confirmation Order, shall file a motion with the Court to
obtain a final decree to close the case.


Dated:  July  __, 2002                       COOKER RESTAURANT CORPORATION

                                             SOUTHERN COOKER LIMITED
                                             PARTNERSHIP

                                             CGR MANAGEMENT CORPORATION



                                                -------------------------------
                                             By:  Henry Hillenmeyer
                                             Their:  Chief Executive Officer



                                       79



                               SUMMARY OF EXHIBITS



         EXHIBIT      DESCRIPTION
         -------      -----------
                   
         1            Definitions
         2            CIT Tranche A FFE
         3            CIT Tranche B FF&E
         4            Tranche A Leased Properties
         5            Tranche A Owned Properties
         6            Tranche B Owned Properties





                                       80



                                TABLE OF CONTENTS




                                                                                                                 PAGE
                                                                                                              
 I.             INTRODUCTION......................................................................................1
 II.            CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS..............................................3
         A.       What Creditors and Interest Holders Will Receive Under The Plan.................................3
         B.       Substantive Consolidation.......................................................................3
         C.       Unclassified Claims.............................................................................5
                  1.       Administrative Expenses................................................................5
                           a.       Administrative Claims of Non-Professionals....................................5
                           b.       Administrative Claims of Professionals........................................7
                           c.       Administrative Real and Personal Property Tax Claims..........................9
                           d.       Administrative Bar Date for Filing of Administrative Claims...................9
                                    (1)     Bar Date for Administrative Tax Claims................................9
                                    (2)     Bar Dates for All Other Administrative Claims........................10
                  2.       Priority Tax Claims...................................................................11
         D.       Classified Claims and Interests................................................................12
                  1.       Summary of Classification under the Debtors' Plan.....................................12
                  2.       Classes of Secured Claims.............................................................12
                  3.       Class 1(a): Secured Claim of the Bank Group:..........................................12
                           a.       General......................................................................13
                           b.       The Bank Group Allowed Tranche A Claim.......................................13
                                    (1)     Amount...............................................................13
                                    (2)     Maturity Date, Interest Rate and Amortization........................13
                                    (3)     Payments.............................................................14
                                    (4)     Security.............................................................14
                                    (5)     Real Property Taxes..................................................15
                                    (6)     Insurance............................................................16
                           c.       The Tranche B Claim..........................................................16
                                    (1)     Amount...............................................................16
                                    (2)     Interest.............................................................17
                                    (3)     Non-Recourse.........................................................17





                                TABLE OF CONTENTS




                                                                                                                 PAGE
                                                                                                              
                                    (4)     Payments.............................................................17
                                            (a)      Payments Already Made on Account of Tranche B Claim.........17
                                            (b)      Pre-Effective Date Payments on Account of
                                                     Tranche B Claim.............................................17
                                            (c)      Tranche B Net Proceeds......................................19
                                    (5)     Security.............................................................20
                                    (6)     Deed In Lieu Option..................................................20
                           d.       The Bank Group General Unsecured Claim ......................................21
                           e.       Warrants.....................................................................22
                                    (1)     Amount...............................................................22
                                    (2)     Exercise and Strike Price............................................22
                                    (3)     Redemption of Warrants...............................................23
                                    (4)     Bank Group Warrant Agreement.........................................24
                           f.       Miscellaneous................................................................25
                                    (1)     Cost of Documentation................................................25
                                    (2)     Mutual Releases......................................................25
                                    (3)     Capital Expenditure Budget...........................................26
                                    (4)     Restrictions.........................................................26
                                    (5)     Balance Sheet Liabilities............................................26
                                    (6)     Waiver of Right to Block Distributions to
                                            Bondholder General Unsecured Claims..................................26
                  4.       Class 1(b): Allowed Secured Claim of CIT..............................................27
                           a.       General......................................................................27
                           b.       The CIT Tranche A Claim......................................................27
                                    (1)     Amount...............................................................27
                                    (2)     Maturity Date, Interest Rate and Amortization........................27
                                    (3)     Payment..............................................................28
                                            (a)      Cash Payment on Effective Date..............................28
                                            (b)      Interest Only Payments through January 2, 2003..............28



                                       ii





                                TABLE OF CONTENTS




                                                                                                                 PAGE
                                                                                                              
                                            (c)      Principal and Interest Payments through January 1, 2008.....28
                                            (d)      The Class 3(b) Bondholder Payment...........................28
                                    (4)     Security.............................................................29
                                    (5)     Release Prices.......................................................29
                           c.       The CIT Tranche B Claim......................................................29
                                    (2)     Interest.............................................................29
                                    (3)     Non-Recourse.........................................................30
                                    (4)     Security.............................................................30
                                    (5)     Payments.............................................................30
                                            (a)      Pre-Effective Date Payments on Account of
                                                     CIT Tranche B Claim.........................................30
                                            (b)      Payments Upon Sale of CIT Tranche B
                                                     Property (or a CIT Tranche A Property which
                                                     is closed before a sale within 24 months of
                                                     the Effective Date).........................................31
                           d.       CIT General Unsecured Claim..................................................31
                           e.       Miscellaneous................................................................32
                                    (1)     Kennesaw and Gwinett.................................................32
                                    (2)     Sale of FF&E at Locations Where the Real Property
                                            Lease Has Been Rejected..............................................32
                                    (3)     Mutual Releases......................................................33
                                    (4)     Warrants.............................................................33
                                    (5)     Store 110 (Nashville)................................................33
                  5.       Class 1(c): Secured Real Property Tax Claims..........................................33
                  6.       Class 1(d): PACA Claims...............................................................34
                  7.       Class 1(e):  Reclamation Claims.......................................................34
                  8.       Class 1(f): Secured Personal Property Tax Claims......................................35
                  9.       Class 1(g): Subordinate Secured Real Property Claims..................................36
                  10.      Class of Priority Non-Tax Claims......................................................36



                                      iii




                                TABLE OF CONTENTS




                                                                                                                 PAGE
                                                                                                              
                  11.      Classes of Unsecured Claims...........................................................38
                           a.       Classes 3(a)-3(c)............................................................38
                                    (1)     Class 3 Available Distributable Cash.................................38
                                            (a)      Class 3(a) Share............................................39
                                            (b)      Class 3(b) Share............................................40
                                            (c)      Class 3(c) Share............................................41
                                            (d)      Timing of the Payments......................................42
                                                     (i)      Initial Cash Payment of Class 3
                                                              Available Distributable Cash.......................42
                                                     (ii)     Remaining Cash Payment of Class 3
                                                              Available Distributable Cash.......................42
                                                     (iii)    No Payments on Class 3(c)..........................43
                                    (2)     Warrants.............................................................43
                                            (a)      General.....................................................43
                                            (b)      Exercise and Strike Price...................................44
                                            (c)      Trust for Class 3 Warrants..................................45
                                            (d)      Indenture Trustee Fees......................................47
                                            (e)      Creditor Trust Agreement....................................47
                                    (3)     Litigation Proceeds..................................................48
                                            (a)      Claims Against Arthur Seelbinder............................48
                                            (b)      Preference Actions..........................................48
                                            (c)      Timing of Payments..........................................49
                                            (d)      Attorneys Fees and Costs....................................50
                                            (e)      Delivery of Financial Statements............................50
                                            (f)      Rule 144 Reporting..........................................51
         E.       Class(es) of Interest Holders..................................................................51
         F.       Means of Effectuating the Plan.................................................................52
                  1.       Funding for the Plan..................................................................52
                           a.       Cash Needs on the Effective Date.............................................52
                  2.       Sources of Cash on the Effective Date.................................................52



                                       iv



                                TABLE OF CONTENTS




                                                                                                                 PAGE
                                                                                                              
                  3.       Equity Capital........................................................................53
                           a.       Shares of Reorganized CRC....................................................53
                           b.       New Warrants.................................................................56
                           c.       New Common Stock under Employee Incentive Stock Plan.........................57
                           d.       New Equity Summary...........................................................58
                  4.       Corporate Structure and Governance....................................................58
                           a.       Merger or Charter............................................................58
                           b.       Composition Of Reorganized Debtors' Board Of Directors
                                    And Identity And Compensation Of Officers....................................59
                  5.       Employee Incentive Plan/Stock Option Plan.............................................59
                  6.       Executive Bonuses.....................................................................60
                  7.       Estate Representative.................................................................60
                  8.       Disputed Claims and Unclaimed Property................................................62
         G.       Claim Objection Bar Date.......................................................................64
 III.           TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES............................................64
         A.       Executory Contracts and Unexpired Leases to be Assumed.........................................64
         B.       Other Executory Contracts and Unexpired Leases to be Rejected..................................65
 IV.            TREATMENT OF MISCELLANEOUS ITEMS.................................................................66
         A.       Rounding of Amounts/De Minimis Amounts.........................................................66
         B.       Name and Address of Holder.....................................................................66
         C.       Application of Payments........................................................................66
         D.       Orders to Aid Consummation of Plan.............................................................66
         E.       Severability...................................................................................67
         F.       Headings of Articles and Sections..............................................................67
         G.       Successors and Assigns.........................................................................68
         H.       Changes in Rates Subject to Regulatory Commission Approval.....................................68
         I.       Services By And Fees For Professionals.........................................................68
                  1.       Prior to the Effective Date...........................................................68
                  2.       From the Effective Date...............................................................68



                                       v


                                TABLE OF CONTENTS





                                                                                                                 PAGE
                                                                                                              
         J.       Continuation of the Committee..................................................................69
         K.       Amendment, Withdrawal Or Revocation Of The Plan................................................70
         L.       Retention of Jurisdiction......................................................................70
         M.       Confirmation Request...........................................................................72
 V.             CONDITIONS TO EFFECTIVENESS OF THE PLAN..........................................................73
 VI.            EFFECT OF CONFIRMATION OF PLAN...................................................................73
         A.       Binding Effect Of Confirmation.................................................................73
         B.       Vesting of Assets Free and Clear of Liens, Claims and Interests................................73
         C.       Good Faith.....................................................................................74
         D.       No Limitations on Effect of Confirmation.......................................................75
         E.       Discharge of Claims............................................................................75
         F.       Judicial Determination of Discharge............................................................75
         G.       Injunction.....................................................................................76
         H.       Securities Laws................................................................................76
                  1.       Initial Offer and Sale Exempt from Registration.......................................77
                  2.       For Resale Purposes, Initial Offering Deemed Public Offering..........................77
                  3.       Creditor Trust Matters................................................................77
         I.       Modification of Plan...........................................................................78
         J.       Post-Confirmation Conversion/Dismissal.........................................................79
         K.       Final Decree...................................................................................79



                                       vi




                                 TABLE OF TABLES




                                                                                       PAGE
                                                                                    
 TABLE 1:   SUMMARY OF ADMINISTRATIVE CLAIMS OF NON-PROFESSIONALS........................6
 TABLE 2:   SUMMARY OF ADMINISTRATIVE CLAIMS OF PROFESSIONALS............................8
 TABLE 3:   SUMMARY OF PRIORITY TAX CLAIMS..............................................11
 TABLE 4:   SUMMARY OF CLASSIFICATION OF CLAIMS AND INTERESTS...........................12
 TABLE 5:   TREATMENT OF ALLOWED SECURED REAL PROPERTY TAX CLAIMS.......................34
 TABLE 6:   TREATMENT OF ALLOWED PACA CLAIMS............................................34
 TABLE 7:   TREATMENT OF ALLOWED RECLAMATION CLAIMS.....................................35
 TABLE 8:   TREATMENT OF ALLOWED SECURED PERSONAL PROPERTY TAX  CLAIMS..................36
 TABLE 9:   TREATMENT OF ALLOWED SUBORDINATE REAL PROPERTY CLAIMS.......................36
 TABLE 10:  TREATMENT OF ALLOWED PRIORITY NON-TAX CLAIMS................................37
 TABLE 11:  SUMMARY OF CLASSIFICATION OF UNSECURED CLAIMS...............................38
 TABLE 12:  SUMMARY OF TREATMENT FOR INTEREST HOLDERS...................................51
 TABLE 13:  SUMMARY OF CASH NEEDS ON EFFECTIVE DATE.....................................52
 TABLE 14:  SUMMARY OF NEW EQUITY.......................................................58
 TABLE 15:  MANAGEMENT COMPENSATION SUMMARY (2002-2003).................................59



                                      -i-

EX-99.1

                                                                   EXHIBIT 99.1



                         UNITED STATES BANKRUPTCY COURT
                        FOR THE SOUTHERN DISTRICT OF OHIO
                                EASTERN DIVISION

    In re                                    )    Case Nos. 01-56156, 01-56158
                                             )    56160
    COOKER RESTAURANT                        )
    CORPORATION, et al.,(1)                  )    Jointly Administered Under
                                             )    CASE NO. 01-56156
        Debtors and Debtors in Possession    )    Chapter 11
                                             )    Judge: Donald E. Calhoun, Jr.

              ORDER PURSUANT TO SECTION 1129 OF THE BANKRUPTCY CODE
          CONFIRMING THE DEBTORS' FIRST AMENDED PLAN OF REORGANIZATION
                         DATED JULY 3,2002 (AS REVISED)(2)


     Cooker Restaurant Corp., CGR Management Corporation and Southern Cooker
Limited Partnership, the debtors and debtors-in-possession in the captioned
Chapter 11 cases (the "Debtors"), having on May 25, 2001 (the "Petition Date")
filed voluntary petitions for relief under the provisions of Chapter 11 of Title
11 of the United States Code, 11 U.S.C. Sections 101 et seq., as amended (the
"Bankruptcy Code"); and having on July 9, 2002 filed the Debtors' First Amended
Plan of Reorganization Dated July 3, 2002 (As Revised) (the "Plan")(3) and the
First Amended Disclosure Statement Dated July 3, 2002 (As Revised) Pursuant to
Section 1125 of the Bankruptcy Code Describing the Debtors' First Amended Plan
of Reorganization Dated July 3, 2002 (As Revised) (the "Disclosure Statement");
and notice of filing of the Plan and Disclosure Statement and other related
materials having been distributed by the Debtors on or about July 17,


- ----------
(1) CGR Management Corporation, a Florida corporation and Southern Cooker
Limited Partnership, an Ohio partnership, both of which are affiliates of the
Cooker Restaurant Corporation are also debtors in possession.

(2) Capitalized terms contained in this Order shall have the meaning set forth
in the Plan.

(3) Subsequent to filing the Plan, the Debtors filed: (1) Notice re: Filing of
Missing Page of Exhibits to Amended Disclosure Statement; (2) Notice of
Modification of Exhibit Q to Disclosure Statement; (3) Notice of Submission of
Red-Lined Change Pages to Disclosure Statement and Plan. The terms "Plan" and
"Disclosure Statement" includes reference to these documents.


                                       1


 2002 to all holders of claims against and equity interests in the Debtors (the
"Solicitation") as required by the Court's Order Granting Debtors' Motion for
the Entry of An Order (1) Approving Solicitation, Voting, Balloting and Notice
Procedures and (2) Setting Confirmation Hearing and Certain Deadlines in
Connection with the First Amended Plan of Reorganization of Cooker Restaurant
Corporation and its Subsidiaries; and a Ballot Analysis having been filed with
this Court on September 5, 2002; and the Court having entered an order (the
"Disclosure Statement Order"), approving the Disclosure Statement and finding
that the Disclosure Statement contained "adequate information" within the
meaning of section 1125 of the Bankruptcy Code and that the Disclosure Statement
complied with all applicable nonbankruptcy laws, rules and regulations
concerning the adequacy of disclosure; and the Court having found that due
notice of the hearing on the Disclosure Statement (the "Disclosure Statement
Hearing") was provided in accordance with the Disclosure Statement Order and all
applicable provisions of the Bankruptcy Code and the Federal Rules of Bankruptcy
Procedure (the "Bankruptcy Rules"); and the Court having further scheduled a
hearing pursuant to Sections 1128 and 1129 of the Bankruptcy Code and Bankruptcy
Rule 3017(c) to consider confirmation of the Plan (the "Confirmation Hearing");
and the Declaration of Service of Jeffrey N. Pomerantz, dated September 3, 2002,
having been filed with this Court with respect to the Solicitation; and the
Declaration of Eamon Fahey (the Fahey Declaration") with respect to the
reasonableness of the fees and expenses incurred by the Indenture Trustee with
respect to the Debtors' Debentures having been filed with the Court; and the
Court having considered the objections to confirmation (the "Objections") filed
by (1) Wayne County Treasurer; (2) Oakland County Treasurer; (3) City of
Raleigh; (4) State of Ohio


                                        2



Department of Taxation; (5) Bell Tower and (6) the reservation of rights filed
by the Debtors' secured real property lenders (the "Bank Group"), upon the
record of the Confirmation Hearing and all of the affidavits and declarations
filed, evidence adduced and arguments of counsel made at the Confirmation
Hearing; and capitalized terms used and not defined herein having the respective
meanings ascribed to them in the Plan; and after due deliberation and sufficient
cause appearing therefor, this Court hereby FINDS THAT:

     1. The Plan complies with all applicable provisions of the Bankruptcy Code,
as required by section 1129(a)(1) of the Bankruptcy Code.

     2. The Plan has been duly accepted by the classes of creditors whose
acceptance is required by law for confirmation of the Plan in accordance with
the provisions of Sections 1126 and 1129 of the Bankruptcy Code.

     3. The Debtors, as the proponents of the Plan, have complied with all
applicable provisions of the Bankruptcy Code, as required by section 1129(a)(2)
of the Bankruptcy Code.

     4. The Plan has been proposed in good faith and not by any means forbidden
by law, as required by section 1129(a)(3) of the Bankruptcy Code.

     5. As required by section 1129(a)(4) of the Bankruptcy Code, any payment
made or to be made by the Debtors, or by a person issuing securities or
acquiring property under the Plan, to professionals retained by the Debtors for
services or for costs and expenses in or in connection with the Case, or in
connection with the Plan and incident to the Case, have been approved by, or are
subject to the approval of this Court as reasonable, including, but not limited
to, the Allowed Administrative Claim of the Indenture Trustee under the Debtors'
Debentures.


                                        3



     6. As required by section 1129(a)(5) of the Bankruptcy Code, the Debtors,
as the proponents of the Plan, have disclosed the identity and affiliations of
all individuals proposed to serve, after confirmation of the Plan, as a
director, officer or voting trustee of Reorganized CRC under the Plan. The
appointment to, or continuance in, office of such individuals is consistent with
the interests of creditors and equity security holders and with public policy.
The Debtors, as the proponents of the Plan, have disclosed the identity of all
insiders that will be employed or retained by Reorganized CRC under the Plan and
the nature of any compensation of such insiders.

     7. No governmental regulatory commission has jurisdiction, after
confirmation of the Plan, over the rates of Reorganized CRC, and the Plan
complies with section 1129(a)(6) of the Bankruptcy Code.

     8. As required by section 1129(a)(7) of the Bankruptcy Code, with respect
to each impaired Class of Claims or Interests under the Plan, each holder of a
Claim or Interest of each such Class has accepted the Plan, or will receive or
retain under the Plan on account of such Claim or Interest property of a value,
as of the Effective Date, that is not less than the amount that such holder
would so receive or retain if the Debtors were liquidated under Chapter 7 of the
Bankruptcy Code on such date.

     9. The Plan complies with section 1129(a)(9) of the Bankruptcy Code in
that:

        a. With respect to any Claim for an administrative expense of the kind
described in section 503(b) of the Bankruptcy Code, the Plan provides that such
Claim is not impaired and further provides that the holder of such Claim will be
paid by Reorganized CRC,


                                        4



on account of such Claim, Cash equal to the allowed amount of such Claim on the
later of (i) the Effective Date and (ii) the date such Claim becomes an Allowed
Claim; provided, however, that (1) such holder may be treated on such less
favorable terms as may be agreed to by such holder, and (2) any such Claim
representing liabilities incurred by the Debtors in the ordinary course of their
business during the Case shall be paid by Reorganized CRC in accordance with the
terms and conditions of the particular transactions and agreements relating
thereto;

        b. With respect to any Claim for a Tax to the extent that it is entitled
to priority in payment under section 507(a)(8) of the Bankruptcy Code, the Plan
provides that the holder of such Claim that is an Allowed Claim (i) shall
receive deferred payments on account of its Allowed Claim over a period of six
(6) years from the Effective Date. Each claimant shall receive monthly
installments of principal and interest on the unpaid portion thereof at 5.5% per
annum with the first installment due on the first day of the first month
following the thirtieth (30th) day after the Effective Date with each
installment due each one month thereafter. The Debtors may, without penalty,
prepay the entire amount of a Priority Tax Claim at any time.

     10. The Plan has been accepted by at least one Class of impaired Claims,
excluding votes cast by insiders, as required by section 1129(a)(10) of the
Bankruptcy Code.

     11. Confirmation of the Plan is not likely to be followed by the
liquidation, or the need for further financial reorganization, of Reorganized
CRC or any successor to the Debtors under the Plan, as required by section
1129(a)(11) of the Bankruptcy Code.


                                       5


     12. All fees payable under 28 U.S.C. Section 1930 have been paid or the
Plan provides for the payment of all such fees on the Effective Date, as
required by section 1129(a)(12) of the Bankruptcy Code.

     13. As required by section 1129(a)(13) of the Bankruptcy Code, any Claims
against the Debtors for payment of any retiree benefits, as that term is defined
in section 1114 of the Bankruptcy Code, are not impaired under the Plan.

     14. Claims in Classes 1(a), 1(b), 1(c), 1(f), 1(g), 3(a), 3(b) and 3(c) and
Interests in Class 4 are impaired under the Plan.

     15. Holders of Claims in Classes 1(a), 1(b), 3(a), 3(b) and 3(c) have voted
to accept the Plan. No Holder of a Claim in Class 1(g) voted. Not all creditors
in class 1(c) and 1(f) voted to accept the Plan. Holders of Claims in Classes
1(d) and 1(e) were not impaired under the Plan and are conclusively presumed to
have accepted the Plan pursuant to Bankruptcy Code section 1126(g).

     16. Holders of Interests in Class 4 were not entitled to vote on the Plan
and are conclusively presumed to have rejected the Plan pursuant to Bankruptcy
Code section 1126(g).

     17. With respect to the holders of Claims or Interests in Classes 1(g) and
4 and those creditors in Classes 1(c) and 1(f) who did not vote, the Plan does
not discriminate unfairly and is fair and equitable within the meaning of
section 1129(b)(2)(B)(ii) or section 1129(b)(2)(C)(ii) of the Bankruptcy Code,
as applicable, because no holder of any junior Claim or Interest, as applicable,
will receive or retain any property under the Plan on account of such junior
Claim or Interest.


                                        6





     18. The Plan provides adequate means for its implementation, as required by
section 1123(a)(5) of the Bankruptcy Code.

     19. The Plan provides for the inclusion in the Debtors' certificate of
incorporation of all provisions required by section 1123(a)(6) of the
Bankruptcy Code.

     20. The Debtors will have, immediately upon the Effective Date, sufficient
Cash to make all payments required to be made on the Effective Date pursuant to
the terms of the Plan.

     21. It is not the principal purpose of the Plan to avoid taxes or the
application of any federal or state securities laws.

     22. The Debtors have provided the non-debtor parties to those executory
contracts and unexpired leases identified on Exhibit "A" hereto which are being
assumed under the Plan with adequate assurance of Reorganized CRC's future
performance under those executory contracts and unexpired leases.

     23. The Plan has been proposed in good faith and in compliance with
applicable provisions of the Bankruptcy Code; and the solicitation of
acceptances or rejections of the Plan by all Persons and the offer, issuance,
sale, or purchase, of a security offered or sold under the Plan has been in good
faith and in compliance with applicable provisions of the Bankruptcy Code.

     24. Substantive consolidation of the Cases as contemplated under the Plan
is in the best interests of the Debtors, the Estates and their creditors.


                                        7




        Accordingly, it is hereby ORDERED, DETERMINED AND DECREED THAT:

                                     Objections to the Plan

     25. Objections to confirmation of the Debtors' Plan were resolved as
follows:

        a. The objection filed by the Wayne County Treasurer has been resolved
pursuant to Stipulation, a copy of which is attached hereto as Exhibit D.

        b. The objection of the Oakland County Treasurer has been resolved
pursuant to Stipulation, a copy of which is attached hereto as Exhibit E.

        c. The objection filed by Bell Tower Properties, L.P was resolved
pursuant to the Stipulation and Order Between the Debtors and Bell Tower
Properties, L.P. Concerning Confirmation of the Plan, Cure Amount for Assumption
of the Lease and Debtors' Motion to Assume and Assign Its Leasehold Interest in
the Ft. Myers Florida Lease and to Sell the Lease and Attendant Furniture,
Fixtures and Equipment Free and Clear of Liens (the "Bell Tower Stipulation"), a
copy of which is attached hereto as Exhibit F.

        d. The objection of the City of Raleigh has been resolved by the Debtors
agreement that the City of Raleigh's claim in the amount of $677.80 is secured.

        e. The objection of the State of Ohio Department of Taxation has been
resolved by the Debtors modification of Article VI(c) of the Plan to reflect
that the exculpation applies only to activities related to the Cases. The
modified language is set forth at section 44. of this Order. Accordingly, the
State of Ohio Department of Taxation has withdrawn its objection.

        f. The objection filed by the Bank Group has been withdrawn.

                            Confirmation of the Plan


                                       8


                            Confirmation of the Plan

     26. Pursuant to section 1129 of the Bankruptcy Code, the Plan is hereby
confirmed and the Debtors are authorized and directed, without need for action
by any director(s), shareholder(s) or limited partner(s) to implement the Plan
in accordance with the terms thereof and to take any and all actions
contemplated to be taken by the Debtors under the Plan including, but not
limited to, executing, delivering, acknowledging, sealing, filing, submitting or
authenticating any documents the Debtors deem necessary to implement the
transactions provided for in the Plan.

     27. The Objections to confirmation of the Plan that have not been withdrawn
are overruled.

     28. The record of the Confirmation Hearing is hereby closed.

     29. In accordance with section 1141 of the Bankruptcy Code, the provisions
of the Plan shall be binding upon the Debtors, Reorganized CRC, any person
acquiring or receiving property under the Plan, any party to a contract with the
Debtors, any lessor or lessee of property to or from the Debtors and any holder
of a Claim against or an Interest in the Debtors, whether or not such Claim or
Interest is impaired under the Plan and whether or not such holder has filed a
proof of claim or has accepted the Plan.

     30. Except as otherwise expressly provided in the Plan or this Order, upon
the occurrence of the Effective Date, all Persons shall be precluded from
asserting against the Debtors or Reorganized CRC any other or further Claims,
including but not limited to the rights, if any, related to audit rights by the
IRS or other applicable authorities with respect to the Tax


                                       9


Refund and/or the Adjusted Tax Refund, or equity interests based on any act,
omission, transaction or other activity of any kind or nature that occurred
before the Confirmation Date, and the Confirmation Order shall be a judicial
determination of discharge of all Claims against the Debtors pursuant to
sections 524 and 1141 of the Bankruptcy Code, and shall void any judgment
obtained or entered against Debtors at any time, to the extent the judgment
relates to discharged Claims.

     31. Except as otherwise provided in the Plan or this Order, as of the
Effective Date, all Persons that have held, currently hold or may hold a Claim
or other debt or liability that is discharged or an Interest or other right of
an equity security holder that is cancelled or terminated pursuant to the Plan
are permanently enjoined from taking any of the following actions on account of
such discharged Claims, debts, or liabilities or cancelled or terminated
Interests or rights: (a) commencing or continuing in any manner any action or
other proceeding against Debtors and/or their property or Reorganized CRC and/or
its property; (b) enforcing, attaching, collecting or recovering in any manner
any judgment, award, decree, or other against Debtors and/or their property or
Reorganized CRC and/or its property; (c) creating, perfecting or enforcing any
lien or encumbrance against Debtors and/or their property or Reorganized CRC
and/or its property; (d) asserting a right of subrogation or recoupment of any
kind against any debt, liability or obligation due to Debtors and/or their
property or Reorganized CRC and/or its property; and (e) commencing or
continuing any action that does not comply with or is inconsistent with the
provisions of the Plan.


                                       10



     32. Except as otherwise provided in the Plan or in this Order, upon the
Effective Date, title to all Assets and property of the Debtors, and all
property of the Estate, including, pursuant to section 1123(b)(3)(b) of the
Bankruptcy Code, each and every claim, demand or cause of action which the
Debtor had or had power to assert immediately prior to Confirmation, will revest
in Reorganized CRC, free and clear of all liens, Claims and Interests.
Thereafter, Reorganized CRC will hold these Assets without further jurisdiction,
restriction or supervision of the Bankruptcy Court.

     33. Except as otherwise expressly provided in the Plan and this Order, the
Debtors on behalf of themselves and Reorganized CRC, and the Committee with
respect to the matters being assigned to it for prosecution, have retained and
reserved all rights to prosecute any Rights of Action, whether arising prior to
or after the Petition Date, in any court or other tribunal, including, without
limitation, in an adversary proceeding filed in the Cases. The failure to
identify in the Disclosure Statement any potential or existing Right of Action
generally or specifically does not limit the rights of the Debtors, Reorganized
CRC or the Committee to pursue any such action.

     34. After the Effective Date, the Committee shall have standing to
prosecute, on behalf of the Holders of all Allowed Class 3(a), 3(b), and 3(c)
Creditors, the Debtors' Estates' claims (a) to recover transfers as avoidable
preferences under section 547 of the Bankruptcy Code, which were identified on
Exhibit F to the Disclosure Statement (excluding any payments made to any member
of the Bank Group, any prior member of the Bank Group, CIT and/or to Winthrop)
(the "Preference Actions"); and (b) the Debtors' Estates' claims against Arthur


                                       11




Seelbinder et al. (the "Seelbinder Litigation"). All proceeds of the Seelbinder
Litigation and the Preference Actions (less any amounts approved by the
Committee for the payment of the Committee's fees and expenses) shall be turned
over to Reorganized CRC which shall hold such proceeds in a segregated account
for payment of Allowed Claims of Class 3(a), 3(b) and 3(c) creditors (the
"Avoidance Action Account") and shall use such proceeds as provided for under
the Plan including, but not limited to, paying the Allowed Claims of Class 3(a),
(b) and (c) creditors as provided in the Plan. The Debtors shall not be
responsible for payment of any attorneys' fees or costs relating to prosecution
of the Seelbinder Litigation or the Preference Actions.

     35. Notwithstanding anything to the contrary in the Plan or this Order, the
Committee shall not commence prosecution of any Preference Actions until the
Claim Objection Bar Date. Thereafter, the Committee may commence prosecution of
any Preference Action unless the Debtors have filed an objection to a Claim and
asserted, as a defense to payment of such Claim under section 502(d) of the
Bankruptcy Code, that the holder of a Claim is a recipient of a transfer which
may be avoidable under Section 544, 547, 548, 549 or 550 of the Bankruptcy Code
or equivalent or analogous applicable state law provisions (a "Defensive
Avoidance Action"). The Debtors may settle and compromise any Defensive
Avoidance Action with the written consent of the Committee or Bankruptcy Court
approval. The cash proceeds actually received on account of such Defensive
Avoidance Actions shall be held in the Avoidance Action Account and used to pay
Allowed Claims of Class 3(a), 3(b) and 3(c) creditors as provided in the Plan.


                                       12




     36. Unless a Right of Action against any Person was expressly waived,
relinquished, released, compromised or settled as provided or identified in the
Plan or any Final Order, the Debtors on behalf of themselves, Reorganized CRC
and the Committee have retained and reserved all Rights of Action for later
adjudication and, therefore, no preclusion doctrine, including, without
limitation, the doctrines of res judicata, collateral estoppel, issue
preclusion, claim preclusion, estoppel (judicial, equitable or otherwise) or
laches shall apply to such Rights of Action upon or after the confirmation or
consummation of the Plan. In addition, the Debtors on behalf of themselves and
Reorganized CRC have the right to pursue or adopt any claims alleged in any
lawsuit in which the Debtors are defendants or interested parties against any
Person.

     37. The Debtors are authorized to adopt and implement the Employee
Incentive Plan/Stock Option Plan described in Article II.F.5 of the Plan,
including but not limited to the issuance of securities pursuant to such plans,
and to distribute the Executive Bonuses described in Article II.F.6 of the Plan.

     38. The provisions in Article II.F.8 governing Disputed Claims and
Unclaimed Property are hereby approved and found to be fair and reasonable.

     39. On the Effective Date, the transfers of assets by the Debtors
contemplated by the Plan (a) shall be legal, valid and effective transfers of
property, (b) vest or will vest in the transferee good title to such property
free and clear of all Claims, Interests and Liens, except those provided for in
the Plan or this Order, (c) do not or will not constitute fraudulent conveyances
under any applicable law and (d) do not and will not subject the Debtors,


                                       13


Reorganized CRC or property so transferred to any liability by reason of such
transfer under applicable law or any theory of law including, without
limitation, any theory of successor or transferee liability.

         40. For the purpose of Distributions under the Plan the Indenture
Trustee shall be deemed to be the sole holder of all Bondholder Unsecured
Claims. Accordingly, all Distributions on account of Allowed Bondholder
Unsecured Claims (including beneficial interests in the Creditor Trust and any
Distributions in respect of such interests subject to the Creditor Trust
Agreement) shall be distributed to the Indenture Trustee, for further
distribution in accordance with the terms of the Indenture. The provisions of
the Indenture shall govern the method of delivery by the Indenture Trustee of
Distributions and the treatment of undeliverable distributions.

         41. No Bondholder shall be entitled to receive any Distribution from
the Indenture Trustee respecting the Debenture(s) unless and until such holder
shall have first either (i) surrendered or caused to be surrendered to the
Indenture Trustee the original Debenture(s) held by such holder; or (ii) if such
holder is unable to surrender the original Debenture(s) because same has been
lost, destroyed, stolen or mutilated, (x) furnished the Indenture Trustee with
an executed affidavit of the loss, destruction, theft or mutilation of such note
in a form reasonably satisfactory to the Indenture Trustee, and (y) provided the
Indenture Trustee with such security or indemnity as may reasonably be required
by the Indenture Trustee, in an amount and form sufficient to indemnify or hold
harmless the Indenture Trustee against any claim that may be made against the
Indenture Trustee on account of the Distribution of property



                                       14




hereunder. Promptly upon receiving such Debentures, the Indenture Trustee shall
cancel such Debentures and dispose of such Debentures as provided in the
Indenture.

         42. Any Bondholder that fails to surrender its Note(s) or to provide an
affidavit in lieu of such Note(s) within six months after the Effective Date
shall be conclusively deemed to have no further claim in respect of its
Debenture, and all property attributable to claims with respect to such
Debentures not surrendered shall be distributed pro rata to all other
Bondholders who have complied with paragraph 40 above.

         43. The rights and obligations of the Debtors under the Indenture will
be deemed canceled pursuant to section 1123(a)(5) of the Bankruptcy Code on the
Effective Date, except to the extent that any provisions of the Indenture or
obligations of the Indenture Trustee are included in, or are incorporated by
reference into the Plan or this Order. Notwithstanding the cancellation of the
Indenture, such cancellation will not impair the rights of the Bondholders to
receive distributions on account of such Debentures under the Plan pursuant to
and in accordance with the Creditor Trust Agreement and the Indenture, and the
Indenture will continue in effect to the extent necessary to allow the
Distributions on account of the Debentures in accordance with the Plan and to
otherwise implement the Plan, and will continue to govern the relationship
between the Bondholders and the Indenture Trustee; provided, however, that after
the performance of the duties of the Indenture Trustee required under the
provisions of the Plan and this Order, the Indenture Trustee, and its respective
successors and assigns will be relieved of all obligations associated with the
Indenture, and provided, further that nothing herein shall affect or limit in
any way the charging lien of the Indenture Trustee set forth in the Indenture or


                                       15



any of the provisions of the Indenture regarding the payment of the Indenture
Trustee's fees and expenses or the application of monies collected or method of
payment of distributions to Bondholders, all of which shall remain in full force
and effect.

                   RELEASES, EXCULPATIONS, AND INDEMNIFICATION

         44. Each of the officers and directors of the Debtors, the members of
the Committee, and each of their respective advisors and attorneys
(collectively, the "Exculpees"), effective as of the Effective Date, will be
deemed exculpated by Holders of Claims against and Interests in the Debtors and
other parties in interest to the Cases (including, without limitation, the
Debtors), from any and all claims, causes of action and other assertions of
liability (including, without limitation, breach of fiduciary duty), arising out
of or related to the exercise by the Exculpees of their functions as members of
or advisors to or attorneys for any such individuals or committee or otherwise
under applicable law, in connection with or related to the Cases, including
without limitation, the formulation, negotiation, preparation, dissemination,
Confirmation and consummation of the Plan or this Order and any agreement,
instrument or other document issued thereunder or hereunder or related thereto
or hereto; provided, however, that neither the Plan nor Confirmation shall have
any effect on liability for any act or omission of the officers and directors of
the Debtors, the members of the Committee, and each of their respective advisors
and attorneys to the extent that such act or omission is ultra vires or
constitutes gross negligence or willful misconduct.

                    EXECUTORY CONTRACTS AND UNEXPIRED LEASES



                                       16




         45. Pursuant to section 365(b) of the Bankruptcy Code, on the Effective
Date, the Debtors' unexpired leases and executory contracts identified on
Exhibit "A" hereto are assumed by the Debtors.(4) The Debtors shall pay the
non-debtor party to such unexpired leases and executory contracts the amounts
set forth on Exhibit "A" in full and final satisfaction of the Debtors'
obligation to cure any defaults and pay any pecuniary loss arising under such
unexpired leases and executory contract which are required to be paid as a
condition of assumption of the unexpired lease or executory contract pursuant to
Section 365(b) of the Bankruptcy Code. Notwithstanding the foregoing, the
assumption of the Debtors' nonresidential real property lease for property
located at 5200 Big Pine Way, Ft. Myers, FL (the "Ft. Myers Lease") shall be
governed by the terms of that certain Stipulation and Order Between the Debtors
and Bell Tower Properties, L.P. Concerning Confirmation of the Plan, Cure Amount
for Assumption of the Lease and Debtors' Motion to Assume and Assign Its
Leasehold Interest in the Ft. Myers Florida Lease and to Sell the Lease and
Attendant Furniture, Fixtures and Equipment Free and Clear of Liens (the "Bell
Tower Stipulation") and the Order Granting "Debtors' Motion For The Entry Of An
Order Pursuant To Sections 363(b) And (f) As Well As 365(a) And (f) Of The
Bankruptcy Code Authorizing The Sale Of The Debtors' Leasehold Interest In The
Ft. Myers, Florida Lease, And The Attendant Furniture, Fixtures And Equipment,
Free And Clear Of Liens, Claims And Encumbrances; Related Provisions (the "Bell
Tower Order").

All executory contracts and unexpired leases shall be deemed rejected by the
Debtors on the Effective Date, including but not limited to those contracts and
unexpired leases set forth on


- ----------

(4)      Some executory contracts or unexpired leases set forth on Exhibit A may
         have already been assumed by the Debtors pursuant to Court order.



                                       17




Exhibit "B" hereto, unless such contracts or leases (a) are listed on Exhibit
"A" hereto; (b) were expressly assumed prior to the Confirmation Date; (c) are
the subject of a stipulation to extend time to assume or reject; or (d) are the
subject of a pending motion by the Debtors to assume as of the Confirmation Date
even if such motion is heard following the Confinnation Date. An Allowed Claim
under an executory contract or an unexpired lease that has been rejected, if
any, shall constitute a Class 3(a) Claim. All such Claims shall be filed thirty
(30) calendar days from the date this Order is entered on the Court's docket.
Any Claim based upon the rejection of a contract or lease will be barred if the
proof of Claim is not timely filed.

         46. All of the Debtors' right, title and interest in any contracts,
leases or agreements entered into by the Debtors after the Petition Date, and/or
not subject to assumption or rejection under Bankruptcy Code section 365, shall
revest in Reorganized CRC, without further action.

                            SUBSTANTIVE CONSOLIDATION

         47. In accordance with the Plan, the Disclosure Statement and the Plan
of Corporate Reorganization attached hereto as Exhibit C, CGR and SCLP shall be
merged into CRC after the Effective Date. In accordance with and pursuant to
Article II.B of the Plan, the Cases shall be substantively consolidated for
purposes of the Plan.

                           AUTHORITY TO IMPLEMENT PLAN

         48. Reorganized CRC is hereby authorized and directed to enter into all
agreements and other instruments contemplated by or to be entered into pursuant
to the Plan and its provisions.



                                       18




         49. In accordance with section 1142 of the Bankruptcy Code, the
Debtors, Reorganized CRC and any other person designated pursuant to the Plan is
authorized, empowered and directed, without need for the consent, approval or
other action by any director(s), shareholder(s), or limited partner(s), to
execute, deliver, acknowledge, adopt, ratify, certify, file and record any
document, and to take any other action necessary or appropriate to implement,
consummate and otherwise effect the Plan in accordance with its terms in all
material respects, and all such persons shall be bound by the terms and
provisions of all documents executed and delivered by them in connection with
the Plan.

         50. Pursuant to 11 U.S.C. Section 1142 and the Federal Rules of
Bankruptcy Procedure 7069 and 7070, all the Debtors' present and former
directors, officers, agents, employees, attorneys, and accountants shall
cooperate fully in providing the Debtors with all information regarding and
access to properties and Assets of the Debtors and their Estates; and to execute
and deliver such documents and perform such acts, without need for the consent,
approval or other action by any director(s), shareholder(s), or limited
partner(s), as are reasonably necessary to enable the Debtors to take
possession, custody, and control of all assets vested in the Debtors' Estates
pursuant to the Plan to the extent provided for under the Plan and reasonably
necessary to transfer all of the assets of the Debtors to Reorganized CRC and
the cancellation of all other issued and outstanding shares in CRC and
partnership interests in SCLP. The Debtors, Reorganized CRC and their respective
agents shall provide information reasonably requested by the Committee in
connection with the prosecution of the Seelbinder Litigation and the Avoidance
Actions.



                                       19




                                  MISCELLANEOUS

         51. This Order shall be deemed to constitute all approvals and consents
required, if any, by the laws, rules or regulations of any state or any other
governmental authority with respect to the implementation or consummation of the
Plan and any other documents, instruments or agreements (and any amendments or
modifications thereto) and any other acts referred to in, or contemplated by,
the Plan or the Disclosure Statement.

         52. The fees and expenses of the Indenture Trustee as set forth in the
Fahey Declaration are "reasonable" and shall be paid in accordance with the
terms of the Plan.

         53. The New Warrants, the New Common Stock issuable upon exercise
thereof, and (to the extent such interests are considered "securities") the
beneficial interests in the Creditor Trust all are entitled to the benefits and
exemptions provided by 11 U.S.C. Section 1145.

         54. By virtue of 11 U.S.C. Section 1145(a), neither Section 5 of the
Securities Act of 1933, as amended, nor any State or local law requiring
registration for the offer or sale of a security or registration or licensing of
an issuer of, underwriter of, or broker or dealer in, a security apply to the
offer or sale of any (a) New Warrants in accordance with the Plan, (b) New
Common Stock issuable upon exercise thereof, or (c) beneficial interests in the
Creditor Trust, to the extent such beneficial interests are considered
"securities."

         55. The purpose, functions and duties of the Creditor Trustee as set
forth in the Plan and the Creditor Trust Agreement constitute the Creditor
Trustee as an agent or instrumentality of the Debtors. Accordingly, the
distribution of New Warrants or New Common Stock by the Creditor Trustee to
beneficiaries of the Creditor Trust in accordance with the Plan and the Creditor
Trust Agreement shall not cause the Creditor Trust to be deemed an "underwriter"
within the meaning of 11 U.S.C. Section 1145(b) with respect to such securities.




                                       20




         56. The Creditor Trustee is hereby deemed to be a "successor to the
debtor" for purposes of 11 U.S.C. Section 1145(a). Beneficial interests in the
Creditor Trust either are not "securities" within the meaning of the Securities
Act of 1933, as amended, or may be issued without registration under such act by
virtue of 11 U.S.C. Section 1145(a). Beneficial interests in the Creditor Trust
do not constitute a "class of equity securities" within the meaning of the
Securities Exchange Act of 1934, as amended, and may be issued without
registration under such act. Beneficial interests in the Creditor Trust may be
issued without registration of the Creditor Trust as an "investment company"
under the Investment Company Act of 1940, as amended, in reliance upon the
exemption for transactions that are merely incidental to dissolution. Beneficial
interests in the Creditor Trust are not "evidences of indebtedness" within the
meaning of the Trust Indenture Act of 1939, as amended, and may be issued
without qualification of an indenture under such act.

         57. The offer or sale of the New Common Stock in the Investor Offering
and pursuant to the Chapter 11 Stock Plan and the Employee Stock Incentive Plan
is exempt from (a) registration under the Securities Act of 1933, as amended, by
virtue of Section 4(2) of such act and Regulation D promulgated thereunder and
(b) registration or qualification under any State or local law requiring
registration for the offer or sale of a security or registration or licensing of
an issuer of, underwriter of, or broker or dealer in, a security under
applicable "private offering" exemptions.



                                       21

         58. By virtue of 11 U.S.C. Section 1145(c), the offer or sale of(a) New
Warrants in accordance with the Plan and (b)New Common Stock issuable upon the
exercise thereof (including the distribution of any such securities by or
through the Creditor Trust to the beneficiaries thereof in accordance with the
Plan and the Creditor Trust Agreement) is deemed to be a public offering.
Accordingly, such securities shall be deemed not to be "restricted securities"
within the meaning the Securities Act of 1933, as amended, and may be resold
without registration under such act by any holder thereof (including but not
limited to any beneficiaries of the Creditor Trust to whom such securities may
be distributed), provided that such holder is not deemed under 11 U.S.C. Section
1145(b) to be an underwriter with respect to such securities.

         59. Neither the Investor Offering, nor the offering of New Common Stock
pursuant to the Chapter 11 Stock Plan, nor the offering of New Common Stock
pursuant to the Employee Stock Incentive Plan, nor the offering of the New
Warrants (including the offer and sale of New Common Stock through or upon
exercise of New Warrants) shall be "integrated" one with another in any manner
that would cause the loss of any applicable exemption from federal or state
securities registration with respect to any security issued in any such
offering.

         60. Pursuant to section 1146(c) of the Bankruptcy Code, the issuance,
transfer or exchange of any security under the Plan or the making or delivery of
any instrument of transfer pursuant to, in implementation of or as contemplated
by the Plan or the revesting, transfer or sale of any real or personal property
of the Debtors, Reorganized CRC or the Estates pursuant to, in implementation of
or as contemplated by the Plan shall not be taxed under any federal, state or
local law imposing a document recording tax, a conveyance fee, real estate



                                       22




transfer tax, intangibles or similar tax, mortgage tax, stamp tax, or similar
tax or governmental assessment.

         61. All New Common Stock to be issued pursuant to the Plan whether in
the Investor Offering, pursuant to the Chapter 11 Stock Plan or Employee Stock
Incentive Plan, or upon exercise of New Warrants, shall be, upon such issuance,
validly issued, fully paid and non-assessable.

         62. Except as otherwise provided in the Plan or this Order and except
as to CIT and the Bank Group, on the Effective Date, any Lien securing any
Secured Claim shall be deemed released, and the person holding such Secured
Claim is hereby authorized and directed to release any collateral or other
property of the Debtors (including without limitation, any cash collateral) held
by such person and to take such actions as may be requested by Reorganized CRC
or any lender or prospective lender of Reorganized CRC to evidence the release
of such Lien, including, without limitation, the execution, delivery and filing
or recording of such releases as may be requested by Reorganized CRC.

         63. The appropriate state or local governmental officials are hereby
directed, upon the presentation of a copy of this Order, to terminate the
filings evidencing any security interests against any property of the Debtors
deemed released under the immediately preceding paragraph. This Court hereby
retains jurisdiction to enforce the foregoing directions.

         64. The failure to reference or discuss any particular provision of the
Plan in this Order shall have no effect on the validity, binding effect and
enforceability of such provision and such provision shall have the same
validity, binding effect and enforceability as every other provision of the
Plan.



                                       23




         65. If any or all of the provisions of this Order are hereafter
modified, vacated or reversed by subsequent order of this or any other court,
such reversal, modification or vacation shall not affect the validity of the
acts or obligations incurred or undertaken under or in connection with the Plan
prior to the Debtors' receipt of written notice of any such order, nor shall
such reversal, modification or vacation of this Order affect the validity or
enforceability of such act or such obligations. Notwithstanding any reversal,
modification or vacation of this Order, any such act or obligation incurred or
undertaken pursuant to and in reliance on this Order prior to the Effective Date
of such reversal, modification or vacation shall be governed in all respects by
the provisions of this Order and the Plan and all documents, instruments and
agreements related thereto or any amendments or modifications thereto.

         66. This Court hereby retains jurisdiction over the Case to the full
extent provided for in Article V.L of the Plan.

         67. The provisions of Rules 3020(e) and 7062 of the Federal Rules of
Bankruptcy Procedure shall not apply, and this Order shall take effect
immediately and shall not be stayed.

         68. The Committee shall not be dissolved upon Confirmation. However, as
of the Effective Date, the Committee and each of its members shall be released
and discharged from all duties and obligations arising from or related to the
Cases, except those specifically reserved to the Committee under the terms of
the Plan. Following the Effective Date, the Committees' fees and expenses shall
be paid first from the Litigation Reserves until exhausted and then, upon



                                       24



Committee authorization, from any Litigation Proceeds until exhausted and then
from any other Distributions to Class 3 Creditors. The Debtors shall have no
liability for any post-Confirmation fees and/or expenses other than the
Litigation Reserves. Following the Effective Date, the Committee may
reconstitute itself to reduce the number of its members or otherwise change its
membership, in its sole discretion. Notice of any such reconstitution shall be
provided to Reorganized CRC.

         69. Subject to further order of the Bankruptcy Court, the Committee
shall be dissolved effective as of the date of final distribution of all cash
payments to be made to the holders of the Class 3 Claims under the Plan.

         70. Debtors shall serve this Order upon creditors and interested
parties. It is so ordered.


Dated: Columbus, Ohio

9/11          , 2002
- --------------


                                        /s/ DONALD E. CALHOUN, JR.
                                        ---------------------------------------
                                        Donald E. Calhoun, Jr.
                                        United States Bankruptcy Judge





                                       25