IN RE PHOENIX RESTAURANT GROUP, INC. (Bankr.M.D.Tenn. 2002)

KEITH M. LUNDIN, United States Bankruptcy Judge.

This matter came to be heard upon the Debtors' Motion for an Order (i) Approving Disclosure Statement for Debtors' Joint Liquidating Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code; (ii) Approving Form of Ballots, Solicitation Procedures, and Voting Procedures; (iii) Approving Form of Notice; and (iv) Fixing Hearing on Confirmation of the Debtors' Joint Liquidating Plan of Reorganization (the "Motion"); and upon the objections flied by the United States Trustee, the Official Consolidated Unsecured Creditors' Committee, and State Street Bank and Trust Company as Indenture Trustee (collectively, the "Objecting Parties"), the Debtors and the Objecting Parties having agreed as follows;

1. The Motion shall be and hereby is GRANTED on the terms set forth herein. The objections of the Objecting Parties to the approval of the Solicitation Package and the Disclosure Statement to Debtors' Liquidating Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code have been resolved and/or addressed by the filing of the Debtors' First Amended Joint Liquidating Plan of Reorganization Dated August 2, 2002 Pursuant to Chapter 11 of the United States Bankruptcy Code (the "First Amended Plan") and the Disclosure Statement for Debtors' First Amended Joint Liquidating Plan of Reorganization Dated August 2, 2002 Pursuant to Chapter 11 of the United States Bankruptcy Code (the "First Amended Disclosure Statement"), provided that nothing in this Order shall be deemed to prohibit, limit, or otherwise affect the rights of any Objecting Party to raise or renew objections to the First Amended Plan or to confirmation of the Debtors' First Amended Plan prior to the Confirmation Hearing and pursuant to the terms of this Order.

2. The First Amended Disclosure Statement shall be and hereby is approved as containing adequate information to enable all creditors entitled to vote upon the First Amended Plan to make an informed decision whether to vote in favor of or against confirmation of the First Amended Plan.

3. All votes accepting or rejecting the Debtors' First Amended Plan must be (i) cast upon a ballot substantially in the form attached to this Order as Exhibit B and (ii) received by Trumbull Services (the "Balloting Agent") on or before September 24, 2002.

4. The Ballot attached to the Debtors' Motion as Exhibit B shall be and hereby is approved in all respects. Debtors are hereby authorized to distribute Ballots, substantially in the same form as Exhibit B to this Order, to all voting members of impaired classes 1, 4, 5, 6A and 7, as such classes are identified in Debtors' First Amended Plan. Debtors shall distribute the materials constituting the Solicitation Package described in the Motion to the parties described therein within ten (10) days of the date of entry of this Order.

5. The Voting Procedures set forth in the Motion shall be and hereby are approved in all respects, as modified herein. Votes to accept or to reject Debtors' First Amended Plan shall be tabulated according to the Voting Procedures set forth in the Motion, except that the Voting Procedures set forth in the Motion shall be modified to provide that ambiguous ballots or ballots upon which a creditor has voted both to accept and to reject the First Amended Plan shall not be counted.

6. The form of Notice attached hereto as Exhibit A is hereby approved in all respect.

7. The deadline for filing objections to the Debtors' First Amended Plan shall be Sept. 24, 2002.

8. A hearing for this Court to consider confirmation of the First Amended Plan (the "Confirmation Hearing") shall be held on October 8, 2002 at 10:00 a.m. in Courtroom 2, Customs House, 701 Broadway, Nashville, Tennessee.

IT IS SO ORDERED.