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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.

,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.

CERTIFICATION OF COUNSEL REGARDING PROPOSED ORDER APPROVING STIPULATION OF SETTLEMENT On June 13, 2011 (the Petition Date), each of the Debtors2 filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code), and each thereby commenced chapter 11 cases (collectively, the Chapter 11 Cases) in this Court. Subsequent to the Petition Date, on August 15, 2011, the parties to the case of Janell McClain and Marc Mealie, on behalf of themselves and others similarly situated, Plaintiffs, v. Wilshire Restaurant Group, Inc. dba Marie Callender Pie Shops/East Side Marios; Marie Callender Pie Shops, Inc.; and Does 1 to 50, Inclusive, Defendants, pending in the Superior Court of the State of California for the County of Los Angeles (the California Court), Case No. BC378410 (the Action), namely Plaintiffs Janell McClain and Marc Mealie (collectively, the Plaintiffs), on behalf of themselves and all others similarly situated,

The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as may be amended, modified, or supplemented from time to time, and as supplemented by the Plan Supplement, the Plan).
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filed timely proofs of claim in these chapter 11 cases on behalf of themselves and a class of 6,606 similarly situated employees, consisting of (i) Claim No. 1529 asserting a general unsecured claim against Debtor Marie Callenders Pie Shops, Inc. (MCPSI) in the amount of $19,990,396.62 and (ii) Claim No. 1536 asserting a general unsecured claim against Debtor Wilshire Restaurant Group LLC in the amount of $19,990,396.62 (together, the Bankruptcy Claims).3 On November 1, 2011, the Court entered an order [Docket No. 1287] (the Confirmation Order) confirming the Plan4 pursuant to section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020. The Effective Date of the Plan occurred on November 30, 2011 [Docket No. 1370]. Since the Courts entry of the Confirmation Order, the Plaintiffs and the Reorganized Debtors (together, the Parties) have engaged in arms-length negotiations based upon the specific facts and circumstances at issue and agreed to resolve any and all remaining disputes relating to the Action and the Bankruptcy Claims pursuant to the terms of that certain

By way of additional background, on October 1, 2007, the Plaintiffs filed a putative class action in the California Court on behalf of themselves and all Claimants, as defined in the Stipulation (as defined below), who hold or held the position of hourly employee who are employed by or were formerly employed by Wilshire Restaurant Group, Inc. and/or MCPSI, and any subsidiaries or affiliated companies doing business as Marie Callenders, within the State of California from December 1, 2005 until the present. The First Amended Complaint, filed on November 26, 2007, alleges causes of action for: (1) failure to provide meal breaks under Labor Code 226.7; (2) failure to timely pay wages upon termination or resignation pursuant to Labor Code 203; (3) penalties pursuant to Labor Code 2699; and (4) violation of Business & Professions Code 17200. On May 29, 2008, the Parties stipulated to a stay of the Action pending the California Supreme Courts consideration and issuance of a decision in Brinker Restaurant Corp. v. Superior Court (2008) 165 Cal.App.4th 25. Pursuant to the terms of the Plan, the Reorganized Debtors have the right to object to claims filed against the Debtors estates up to and including 60 days after the Effective Date, which deadline was extended through and including April 30, 2012 by an order entered by this Court on February 21, 2012 [Docket No. 1584]. From and after the Effective Date, the Reorganized Debtors may settle claim objections without further order of the Court; provided, however, that except as provided in Article VII.L.1 of the Plan, the Claims Administrator has consent rights over any settlement of objections to General Unsecured Claims to the extent that (i) such General Unsecured Claim is settled for an amount equal to or greater than $150,000 and (ii) such claimant is a Cash Eligible Claimant and has not made the Class 5 Equity Election.
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Stipulation of Settlement (the Stipulation).5 A copy of the Stipulation is attached as Exhibit 1 to the proposed form of order (the Proposed Order) attached hereto as Exhibit A. The Reorganized Debtors submit that the Stipulation and the Proposed Order are appropriate and consistent with the Parties discussions, and that entry of the Proposed Order is in the best interests of the Reorganized Debtors and the Debtors, their estates and creditors. Notwithstanding the Reorganized Debtors authority under the Plan to settle claim objections without further order of the Court, pursuant to the terms of the Stipulation, the Parties agreed that the settlement would be subject to the approval of the Court. The Claims Administrator, the Restructuring Support Parties, and the Plaintiffs have each consented to the entry of the Proposed Order. Accordingly, the Reorganized Debtors respectfully request the Court to enter the

Proposed Order, attached hereto as Exhibit A, without further notice or a hearing. Dated: April 24, 2012 Wilmington, DE YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) Rodney Square, 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 - AND TROUTMAN SANDERS LLP Mitchel H. Perkiel Brett D. Goodman The Chrysler Building, 405 Lexington Avenue New York, NY 10174 Telephone: (212) 704-6000 Facsimile: (212) 704-6288 COUNSEL FOR THE REORGANIZED DEBTORS

To the extent there is any inconsistency between the summary provided herein and the actual terms and conditions of the Stipulation, the latter shall control.

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EXHIBIT A Proposed Order

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket No. __________ ORDER APPROVING STIPULATION OF SETTLEMENT Upon consideration of the Stipulation of Settlement (the Stipulation), a copy of which is attached hereto as Exhibit 1; and it appearing that the Stipulation is in the best interests of the Debtors,2 their estates and creditors, Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors, and other parties in interest in these chapter 11 cases; and after due deliberation and sufficient cause appearing therefor, it is hereby: ORDERED that the Stipulation is approved and the terms, conditions and provisions of the Stipulation are incorporated in this Order by reference as if fully set forth herein; and it is further ORDERED that the claims agent in these chapter 11 cases, Omni Management Group, LLC, is hereby authorized and empowered to amend the claims register in these chapter 11 cases as necessary to comport with the entry of this Order and the terms, conditions and provisions of the Stipulation; and it is further

The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. Reorganized Debtors and Debtors shall have the meaning ascribed to such terms in the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as may be amended, modified, or supplemented from time to time, and as supplemented by the Plan Supplement).
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ORDERED that the Reorganized Debtors are authorized and empowered to take any and all necessary steps to carryout and otherwise effectuate the terms, conditions and provisions of the Stipulation; and it is further ORDERED that this Court shall retain jurisdiction to enforce this Order and the Stipulation and to hear any matters or disputes arising from or relating to this Order and the Stipulation. Date: April ___, 2012 KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT 1 Stipulation

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