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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER’S INC.,1 et al.

, Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket Nos. 922 and 935 NOTICE OF FILING OF DEBTORS’ PROPOSED FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER UNDER SECTION 1129 OF THE BANKRUPTCY CODE AND RULE 3020 OF THE BANKRUPTCY RULES CONFIRMING DEBTORS’ SECOND AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE PLEASE TAKE NOTICE that on September 9, 2011, Perkins & Marie Callender’s Inc. (f/k/a The Restaurant Company) (“PMCI”) and its above-captioned affiliated debtor entities (collectively, with PMCI, the “Debtors”) filed (i) the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 922] (including all exhibits thereto and as may be amended, modified or supplemented from time to time, the “Plan”),2 and (ii) the Debtors’ Second Amended Disclosure Statement for Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 923] (including all exhibits thereto and as may be amended, modified or supplemented from time to time, the “Disclosure Statement”). PLEASE TAKE FURTHER NOTICE that on September 9, 2011, the Court entered an order [Docket No. 935] (the “Disclosure Statement Order”) approving the Disclosure Statement as containing “adequate information” within the meaning of section 1125 of the Bankruptcy Code.

The Debtors, together with the last four digits of each Debtor’s federal tax identification number, are: Perkins & Marie Callender’s Inc. (4388); Perkins & Marie Callender’s Holding Inc. (3999); Perkins & Marie Callender’s 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.
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Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
070242.1001

01: 11512206.1

Pursuant to the Disclosure Statement Order, the Confirmation Hearing is currently scheduled to be held before the Court on October 31, 2011 at 10:00 a.m. (prevailing Eastern Time). PLEASE TAKE FURTHER NOTICE that in connection with the Confirmation Hearing, the Debtors hereby file their proposed Findings of Fact, Conclusions of Law, and Order Under Section 1129 of the Bankruptcy Code and Rule 3020 of the Bankruptcy Rules Confirming Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the “Proposed Confirmation Order”). A copy of the Proposed Confirmation Order is attached hereto as Exhibit 1. The Debtors intend to seek the Court’s approval of the Proposed Confirmation Order at the Confirmation Hearing. The Proposed Confirmation Order remains subject to continued

negotiations and discussions among the Debtors and certain parties in interest, and the Debtors, with the consent of the Restructuring Support Parties and, to the extent applicable, with the consent of the Creditors’ Committee (in the exercise of the Creditors’ Committee’s reasonable discretion), reserve all rights to alter, amend, update or modify the Proposed Confirmation Order at or prior to the Confirmation Hearing. Dated: October 27, 2011 Wilmington, DE YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) The Brandywine Building, 1000 West Street, 17th Floor Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 - AND TROUTMAN SANDERS LLP Mitchel H. Perkiel Hollace T. Cohen Brett D. Goodman The Chrysler Building, 405 Lexington Avenue New York, NY 10174 Telephone: (212) 704-6000 Facsimile: (212) 704-6288 COUNSEL FOR PERKINS & MARIE CALLENDER’S INC., ET AL., Debtors and Debtors-in-Possession 2
01: 11512206.1 070242.1001

EXHIBIT 1 Proposed Confirmation Order

01: 11512206.1

070242.1001

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER’S INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.
Ref Docket Nos. 922, 935, 1204 and ____

FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER UNDER SECTION 1129 OF THE BANKRUPTCY CODE AND RULE 3020 OF THE BANKRUPTCY RULES CONFIRMING DEBTORS’ SECOND AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE Perkins & Marie Callender’s Inc. (f/k/a The Restaurant Company) (“PMCI”) and its above-captioned affiliated debtor entities (collectively, with PMCI, the “Debtors”), filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”) on June 13, 2011 (the “Petition Date”), and each thereby commenced chapter 11 cases (collectively, the “Chapter 11 Cases”) in this Bankruptcy Court (the “Court”); and On June 24, 2011, the Office of the United States Trustee appointed an Official Creditors’ Committee of Unsecured Creditors (the “Creditors’ Committee”); and On September 9, 2011, the Debtors filed (i) the “Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code” [Docket No. 922] (including all exhibits thereto and as may be amended, modified or supplemented from time to time, the “Plan”),2 and (ii) the “Second Amended Disclosure Statement for Debtors’ Second Amended

The Debtors, together with the last four digits of each Debtor’s federal tax identification number, are: Perkins & Marie Callender’s Inc. (4388); Perkins & Marie Callender’s Holding Inc. (3999); Perkins & Marie Callender’s 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 Plan.
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Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code” [Docket No. 923] (including all exhibits thereto and as may be amended, modified or supplemented from time to time, the “Disclosure Statement”); and On September 9, 2011, the Court entered its “Order (I) Approving Second Amended Disclosure Statement; (II) Establishing Procedures for Solicitation and Tabulation of Votes to Accept or Reject Plan, Including (A) Approving Form and Manner of Solicitation Procedures, (B) Approving Form and Manner of Notice of Confirmation Hearing, (C) Establishing Record Date, (D) Approving Procedures for Distribution of Solicitation Packages, (E) Approving Forms of Ballots, (F) Establishing Deadline for Receipt of Ballots, and (G) Approving Procedures for Vote Tabulations; (III) Establishing Deadline and Procedures for Filing Objections to (A) Confirmation of Plan, and (B) Proposed Cure Amounts Related to any Contracts and Leases Potentially Assumed Under the Plan; and (IV) Granting Related Relief” [Docket No. 935] (the “Disclosure Statement Order”); and Pursuant to the Disclosure Statement Order, the Court (i) established October 14, 2011 at 4:00 p.m. (prevailing Eastern Time) as the deadline for submitting Ballots or Master Ballots accepting or rejecting the Plan (the “Voting Deadline”) and for filing objections to confirmation of the Plan (the “Objection Deadline”) and (ii) scheduled a hearing (the “Confirmation Hearing”) commencing on October 31, 2011 at 10:00 a.m. (prevailing Eastern Time) to consider confirmation of the Plan; and On September 20, 2011, the Debtors filed the “Notice of Filing of Certain Solicitation Materials In Connection With Solicitation of the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code” [Docket No. 986], attaching a copy of the Confirmation Hearing Notice (as defined below), the Notice of Non-Voting Status (as defined in the Disclosure Statement Order), the Disclosure Statement, and the Plan; and 2

In accordance with the Disclosure Statement Order, the Confirmation Hearing Notice and the Notice of Non-Voting Status (each as defined in the Disclosure Statement Order) provided notice of the release, injunctive, and exculpation provisions provided for in Article IX of the Plan and in this Confirmation Order. In accordance with the Disclosure Statement Order, the Ballots allowed holders of Claims in Classes 3, 4, and 5 of the Plan to opt out of the releases of the Debtors, the Reorganized Debtors and the Released Parties set forth in Article IX.F of the Plan by checking the appropriate box on the Ballots; specifically, the Ballots included the following statements: OPTIONAL RELEASE ELECTION. Check the box below if you elect not to grant the releases in Article IX.F. of the Plan. Election to withhold consent is at your option. If you submit your Ballot without this box checked, you will be deemed to consent to the releases set forth in Article IX.F of the Plan to the fullest extent permitted by applicable law. On October 17, 2011 the Debtors filed the “Notice of (I) Possible Assumption of Executory Contracts and Unexpired Leases, (II) Fixing of the Cure Amounts in Connection Therewith, and (II) Deadline to Object Thereto” [Docket No. 1152], and on October 21, 2011, the Debtors filed the “Additional Notice of (I) Possible Assumption of Executory Contracts and Unexpired Leases, (II) Fixing of the Cure Amounts in Connection Therewith, and (II) Deadline to Object Thereto” [Docket No. 1199] (together, the “Cure Payment Schedule Notices”). Objections to the Cure Payment Schedule Notices were filed by (i) C&S Joint Venture II [Docket No. 1202], (ii) the Coca-Cola Company [Docket No. 1219], (iii) Freshpoint Central California, Inc., Freshpoint Oklahoma City, LP, Freshpoint Southern California, Inc., Freshpoint South Texas, LP, and Baugh Supply Chain Cooperative, Inc. [Docket No. 1220], and (iv)TriState House of Pancakes, Inc. [Docket No. 1221] (the “Tri-State Cure Objection”); and informal responses were received from (i) Bay Ventures Inc., (ii) News America Marketing F.S.I. LLC, and (iii) PK II Anaheim Plaza LP and Curlew Crossing S.C., LLC, within the time prescribed by 3

the Disclosure Statement Order; [and each of which, with the exception of the Tri-State Cure Objection, have been consensually resolved with the objecting party]; and On October 21, 2011, the Debtors filed the “Plan Supplement for Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code” [Docket No. 1204] (the “Plan Supplement”), which included the following: (i) the First Lien Exit Facility Credit Agreement in its then-most current form; (ii) the form of New Secured Term Loan Agreement in its then-most current form; (iii) reference to the fact that the New Intercreditor Agreement will be filed in advance of the Confirmation Hearing; (iv) the New Certificate of Formation; (v) the PMC Holding LLC Agreement; (vi) the form of Subsidiary LLC Agreements; (vii) a list of the initial post-Effective Date managers and officers of the Reorganized Debtors; (viii) a list of the Litigation Rights retained by the Reorganized Debtors; (ix) the Schedule of Rejected Contracts and Leases; (x) the schedule of Assigned Avoidance Actions; and (xi) the schedule of Specified General Unsecured Claims; and On October 27, 2011, the Debtors filed (i) the “Declaration of Joseph F. Trungale In Support of the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code” (the “Trungale Declaration”), (ii) the “Declaration of Joseph H. Santarlasci, Jr. In Support of the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code” (the “Santarlasci Declaration”), (iii) the “Declaration of Paul Deutch Regarding Analysis of Ballots for Accepting or Rejecting Second Amended Joint Plan of Reorganization of Perkins & Marie Callender’s, Inc., et al., Pursuant to Chapter 11 of the Bankruptcy Code” (the “Voting Declaration”), (iv) the “Joint Response of the Debtors, the Official Committee of Unsecured Creditors and the Restructuring Support Parties to the Objections of Tri-State House of Pancakes, Inc. to Confirmation of the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code” (the “Joint 4

Response”), and (v) the “Debtors’ Memorandum of Law in Support of the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code” (the “Confirmation Memorandum”); and The Debtors received the following nine (9) objections to confirmation of the Plan: (i) Objection of City of Waco and Waco Independent School District to Confirmation of Debtors’ Joint Plan of Reorganization [Docket No. 652], (ii) Travis County’s Objection to Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 1082], (iii) Objection of Tri-State House of Pancakes, Inc. to Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the “Tri-State Objection”) [Docket No. 1131], (iv) Objection by the Internal Revenue Service to the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 1132], (v) Limited Objection of the Macerich Company and Watt Management Company to the (I) Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code; and (II) Proposed Cure Amounts [Docket No. 1133], (vi) Objection of Inland Pacific Property Services LLC to the Debtors’ Second Amended Joint Plan or Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 1134], (vii) Objection of Missouri Department of Revenue to Confirmation of Debtors’ Second Amended Joint Plan of Reorganization [Docket No. 1136], (viii) Objection of Omega Trust (the “Omega Objection”) to Confirmation of the Debtors’ Second Amended Joint Plan of Reorganization [Docket No. 1140], and (ix) Local Texas Tax Authorities’ Objection to Confirmation of Debtors’ Second Amended Joint Plan of Reorganization [Docket No. 1141] (the “Plan Objections”). [Each of the Plan Objections, with the exception of the Tri-State Objection, have been resolved by the Debtors and the respective objecting parties, the resolution of which is contained in this Confirmation Order.

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The only remaining objection is the Tri-State Objection which, for the reasons set forth herein, in the Joint Response and on the record at the Confirmation Hearing, are overruled]; and The Confirmation Hearing was held on October 31, 2011 at 10:00 a.m. (prevailing Eastern Time); and The Court having heard the statements of counsel in respect of confirmation of the Plan; NOW, THEREFORE, based upon the Court’s review of the Plan, the Disclosure Statement, the Trungale Declaration , the Santarlasci Declaration, Voting Declaration, the Joint Response and the Confirmation Memorandum all previously filed with the Court, and upon (i) all of the evidence proffered or adduced, and arguments of counsel made, at the Confirmation Hearing, (ii) the record of these Chapter 11 Cases, and (iii) the record made at the Confirmation Hearing; and upon all the proceedings heretofore had herein; and after due deliberation, and good and sufficient cause appearing therefor, this Court hereby makes and issues the following Findings of Fact, Conclusions of Law and Order3: FINDINGS OF FACT AND CONCLUSIONS OF LAW IT IS HEREBY FOUND AND DETERMINED THAT: A. Exclusive Jurisdiction; Venue; Core Proceeding. On the Petition Date, the

Debtors commenced the Chapter 11 Cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors were qualified, and remain qualified, to be debtors under section 109 of the Bankruptcy Code and debtors-in-possession under sections 1107 and 1108 of the Bankruptcy Code. Venue of the Chapter 11 Cases in this District and before this Court was proper as of the Petition Date and continues to be proper as of the date hereof pursuant
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This Confirmation Order constitutes this Court’s findings of fact and conclusions of law under Rule 52 of the Federal Rules of Civil Procedure, as made applicable by Bankruptcy Rules 7052 and 9014. Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact when appropriate. See Fed. R. Bankr. P. 7052.

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to 28 U.S.C. §§ 1408 and 1409. Confirmation of the Plan is a core proceeding under 28 U.S.C. § 157(b)(2). The Court has jurisdiction over the Chapter 11 Cases pursuant to 28 U.S.C. §§ 157 and 1334, and has exclusive jurisdiction to determine whether the Plan complies with the applicable provisions of the Bankruptcy Code and should be confirmed. B. Judicial Notice. This Court takes judicial notice of the docket of the

Chapter 11 Cases maintained by the Clerk of the Court and/or its duly-appointed agent, including, without limitation, all pleadings and other documents filed, all orders entered, and all evidence, proffered or adduced and all arguments of counsel made at the hearings held before this Court during the Chapter 11 Cases, including, without limitation, the hearing to consider the adequacy of the Disclosure Statement and the Confirmation Hearing. C. Burden of Proof. The Debtors, as proponents of the Plan, have the burden

of proving the elements of sections 1129(a) and (b) of the Bankruptcy Code by a preponderance of the evidence, which is the applicable evidentiary standard for confirmation of the Plan. Further, the Debtors have proven the elements of sections 1129(a) and 1129(b) of the Bankruptcy Code by clear and convincing evidence. D. Solicitation and Notice. As evidenced by the Affidavits of Service filed

with the Court on September 27, 2011 [Docket Nos. 1043 and 1045] (the “Solicitation Package Affidavits of Service”), the Solicitation Packages (as defined in the Disclosure Statement Order) and the notices of non-voting status were transmitted and served in compliance with the Bankruptcy Code, the Bankruptcy Rules, applicable non-bankruptcy law and the Disclosure Statement Order. Such transmittal and service of the Solicitation Packages and notices of nonvoting status was adequate and sufficient. Affidavits of Service evidencing such actual notice were filed with the Court on September 27, 2011 [Docket Nos. 1044 and 1046].

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E.

In addition, notice of the Confirmation Hearing was published in the

National Edition of USA Today on October 3, 2011. A Verification of Publication confirming such publication notice was filed with the Court on October 6, 2011 [Docket No. 1099]. F. Adequacy of Notice. The Disclosure Statement, the Plan, the Ballots, the

Master Ballots, the Confirmation Hearing Notice, the Notice of Non-Voting Status, and the Cure Notice were transmitted and served in compliance with the Disclosure Statement Order and the Bankruptcy Rules, and such transmittal and service constituted adequate and sufficient notice of, among other things, the Confirmation Hearing and the Proposed Cure Amounts (as defined in the Disclosure Statement Order). Furthermore, the Plan Supplement, and any amendments or

modifications thereto or to the exhibits to the Plan or Disclosure Statement, were timely transmitted and served in compliance with the Bankruptcy Rules. All parties in interest had the opportunity to appear and be heard at the Confirmation Hearing and no other or further notice shall be required. The Court further finds that notice of the Confirmation Hearing and other Bar Dates, deadlines, and hearings described in the Disclosure Statement Order were given in compliance with the Bankruptcy Rules, the Local Rules and the Disclosure Statement Order and that such notice was reasonable, adequate and sufficient in all respects and that no other or further notice is or shall be required. G. Good Faith Solicitation; No Requirement for Resolicitation. Votes for

acceptance and rejection of the Plan were solicited in good faith and in compliance with sections 1125 and 1126 of the Bankruptcy Code, Bankruptcy Rules 3017 and 3018, the Disclosure Statement, the Disclosure Statement Order, all other applicable provisions of the Bankruptcy Code and all other applicable rules, laws and regulations. Based on the record in the Chapter 11 Cases, the Debtors and each of their respective predecessors, successors and assigns (whether by operation of law or otherwise) and their respective present and former affiliates and subsidiaries 8

and each of their respective current and former members, partners, equity-holders, officers, directors, employees, managers, shareholders, partners, financial advisors, attorneys, accountants, investment bankers, consultants, agents and professionals, or other representatives, each acting in such capacity, and any Person claiming by or through any of them (including their respective officers, directors, managers, shareholders, partners, employees, members and professionals), have acted in “good faith” within the meaning of section 1125(e) of the Bankruptcy Code and the Bankruptcy Rules in conducting and discharging all of their respective activities relating to the solicitation of acceptances of the Plan and their participation in the activities described in section 1125 of the Bankruptcy Code, and accordingly, such parties are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code and the exculpation and releases provisions provided for in Article IX of the Plan and in this Confirmation Order. Based upon the Court’s review of any amendments and modifications embodied in the Plan, no further solicitation or resolicitation of any holders of Claims or Interest is required or necessary. H. Voting Results. As evidenced by the Voting Declaration, all procedures

used to distribute solicitation materials to the Holders of Claims entitled to vote on the Plan and to tabulate the Ballots were fair and conducted in accordance with the Disclosure Statement Order, the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware, and all other applicable rules, laws and regulations. As evidenced by the Voting Declaration, pursuant to sections 1124 and 1126 of the Bankruptcy Code, each Impaired Class entitled to vote on the Plan – Class 3 Senior Secured Notes Claims, Class 4 Senior Notes Claims and Class 5 General Unsecured Claims – has voted to accept the Plan. See Voting Declaration.

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I.

Injunctions, Exculpations and Releases. Pursuant to section 1123(b)(3) of

the Bankruptcy Code, the injunction, exculpation and release provisions provided for in Article IX of the Plan and herein and implemented by this Confirmation Order are fair, equitable, reasonable and in the best interests of the Debtors, the Estates, the Reorganized Debtors and the holders of Claims and Equity Interests. The releases of the Debtors, the Reorganized Debtors and all the Released Parties under the Plan are fair to holders of Claims and Equity Interests and are necessary to the proposed reorganization of the Debtors, thereby satisfying the requirements of In re Continental Airlines, Inc., 203 F.3d 203, 214 (3d Cir. 2000), and In re Zenith Electronics Corp., 241 B.R. 92, 110-11 (Bankr. D. Del. 1999). The record of the Confirmation Hearing and these Chapter 11 Cases are sufficient to support the injunction, exculpation and release provisions provided for in Article IX of the Plan and this Confirmation Order. J. Assumption and Rejection of Executory Contracts and Unexpired Leases.

The Debtors have exercised reasonable business judgment in determining whether to assume or reject each of their executory contracts and unexpired leases as set forth in Article VIII of the Plan, the Plan Supplement, this Confirmation Order or otherwise. Each assumption or rejection of an executory contract or unexpired lease in accordance with Article VI of the Plan, the Plan Supplement, this Confirmation Order or otherwise shall be legal, valid, and binding upon the applicable Debtor and upon the Reorganized Debtors if such executory contract or unexpired lease is assumed and all non-Debtor Entities party to such executory contract or unexpired lease, all to the same extent as if such assumption or rejection had been authorized and effectuated pursuant to a separate order of the Bankruptcy Court that was entered pursuant to section 365 of the Bankruptcy Code prior to Confirmation. The Debtors have provided due, adequate and sufficient notice of the proposed assumption and proposed cure amounts to applicable third

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parties and for procedures for objecting thereto and resolution of disputes by the Bankruptcy Court in compliance with Article VIII of the Plan. K. Exemptions from Securities Laws. Pursuant to, and to the fullest extent

permitted under, section 1145 of the Bankruptcy Code or section 4(2) of the Securities Act of 1933, and/or any other applicable state or federal securities law, the offer, issuance, distribution, transfer or exchange of any security issued pursuant to the Plan, including but not limited to the Reorganized PMC Holding Membership Interests and the New Secured Term Loans, are exempted from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and of any similar state securities or “blue sky” laws to the extent otherwise appropriate. Pursuant to section 1125(e) of the Bankruptcy Code, the Debtors are not liable, on account of their having solicited acceptance or rejection of the Plan and participated in the issuance and distribution of the Reorganized PMC Holding Membership Interests and the New Secured Term Loans for violation of any applicable law, rule or regulation governing solicitation of acceptance or rejection of a plan or the offer, issuance, sale, or purchase of securities. Compliance with the Requirements of Section 1129 of the Bankruptcy Code L. Satisfaction of Confirmation Requirements. The Plan satisfies the

requirements for confirmation set forth in sections 1129(a) and (b) of the Bankruptcy Code. M. Section 1129(a)(1) – Compliance of the Plan with Applicable Provisions

of the Bankruptcy Code. The Plan complies with all applicable provisions of the Bankruptcy Code as required by section 1129(a)(1) of the Bankruptcy Code, including, without limitation, sections 1122 and 1123 of the Bankruptcy Code. N. Pursuant to sections 1122(a) and 1123(a)(1) of the Bankruptcy Code,

Article IV of the Plan designates ten (10) Classes of Claims and Interests. As required by section 1122(a) of the Bankruptcy Code, each Class of Claims and Interests contains only Claims or 11

Interests that are substantially similar to the other Claims or Interests within that Class. Valid business, factual, contractual and legal reasons exist for separately classifying the various Classes of Claims and Interests created under the Plan, the classifications were not done for any improper purpose, and the Plan’s treatment thereof does not unfairly discriminate between or among holders of Claims or Interests. Pursuant to section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Professional Fee Claims, Priority Tax Claims, and DIP Financing Claims are not required to be classified under the Plan. O. In compliance with section 1123(a)(2) of the Bankruptcy Code, Article IV

of the Plan specifies that Class 1 Other Priority Claims, Class 2 Other Secured Claims, Class 6 Convenience Claims, Class 7 Intercompany Claims, and Class 9B Equity Interests in the Other Subsidiary Debtors are not impaired in that the legal, equitable or contractual rights of such holders of Claims or Interests in these classes are not altered under the Plan. Additionally, Article II of the Plan specifies that the Administrative Claims, Professional Fee Claims, Priority Tax Claims and DIP Financing Claims are Unimpaired, although these claims are not classified under the Plan. P. In compliance with section 1123(a)(3) of the Bankruptcy Code, Article IV

of the Plan specifies the treatment of each impaired Class of Claims and Interests under the Plan. Class 3 Senior Secured Claims, Class 4 Senior Notes Claims, Class 5 General Unsecured Claims, Class 8 Subordinated Claims and Class 9A Equity Interests in PMC Holding and PMCI are designated as impaired in that the legal, equitable or contractual rights of such holders of Claims or Interests in these classes are altered under the Plan. Q. Article IV of the Plan provides for the same treatment by the Debtors of

each Claim or Interest in a particular class as required by section 1123(a)(4) of the Bankruptcy Code. 12

R.

In compliance with section 1123(a)(5) of the Bankruptcy Code, Article

VII and various other provisions of the Plan sets forth the means for implementation of the Plan, which means are adequate and proper. All documents necessary to implement the Plan,

including those contained in the Plan Supplement and all other relevant and necessary documents have been developed and negotiated in good faith and at arms’-length, and shall be valid, binding and enforceable agreements and not be in conflict with any federal or state law. S. In compliance with section 1123(a)(6), the PMC Holding LLC Agreement

and the Subsidiary LLC Agreements prohibit the issuance of nonvoting equity interests, so long as, and to the extent that, the issuance of nonvoting securities is prohibited. T. In compliance section 1123(a)(7), Article V of the Plan describes the

manner of selection of officers and managers of the Reorganized Debtors. In addition, to the extent know and determined, the identities and affiliations of any and all persons proposed to serve as an officer or manager were in the Plan Supplement, in compliance with applicable law. The selection of the initial managers and officers of the Reorganized Debtors was consistent with the interests of holders of Claims and Interests and public policy. U. Section 1123(b) of the Bankruptcy Code describes certain other

permissible plan provisions, of which several are included in the Plan, including, without limitation, the following: (i) Article VIII of the Plan provides for the assumption or rejection of the Debtors’ executory contracts and unexpired leases; and (b) Article IX of the Plan provides that, as of the Effective Date, each Debtor, in its individual capacity and as a debtor in possession for and on behalf of its Estate, shall release and discharge, and be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged, all Released Parties for and from any and all claims or Causes of Action existing as of the Effective Date.

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Such provisions, and all other provisions of the Plan, are consistent with the Bankruptcy Code in accordance with section 1123(b)(6) of the Bankruptcy Code. V. Section 1123(d) provides for the satisfaction of default claims associated

with each executory contract and unexpired lease to be assumed pursuant to the Plan in accordance with section 365(b)(1) of the Bankruptcy Code. W. The Plan is dated and identifies the entities submitting it, thereby

satisfying Bankruptcy Rule 3016(a). The filing of the Disclosure Statement with the clerk of the Bankruptcy Court satisfied Bankruptcy Rule 3016(b). X. Section 1129(a)(2) – Compliance by the Debtors with Applicable

Provisions of the Bankruptcy Code. The Debtors, as the proponents of the Plan, have complied with all applicable provisions of the Bankruptcy Code, including, without limitation, sections 1123, 1125 and 1126 of the Bankruptcy Code and Bankruptcy Rules 3017, 3018 and 3019 regarding the Disclosure Statement and solicitation of the Plan. The Disclosure Statement and the procedures by which the Ballots for acceptance or rejection of the Plan were solicited and tabulated were fair, properly conducted and in accordance with Bankruptcy Rules 3017 and 3018 and section 1126 of the Bankruptcy Code. Accordingly, the requirements of section 1129(a)(2) of the Bankruptcy Code have been satisfied. Y. Based on the record before this Court, the Debtors and each of their

respective predecessors, successors and assigns (whether by operation of law or otherwise) and their respective present and former affiliates and subsidiaries and each of their respective current and former members, partners, equity-holders, officers, directors, employees, managers, shareholders, partners, financial advisors, attorneys, accountants, investment bankers, consultants, agents and professionals, or other representatives, each acting in such capacity, and any Person claiming by or through any of them (including their respective officers, directors, 14

managers, shareholders, partners, employees, members and professionals), have solicited, or if found to have solicited votes on the Plan, have done so, and have participated in the activities described in section 1125 of the Bankruptcy Code, in good faith, within the meaning of section 1125(e) of the Bankruptcy Code, and in compliance with the applicable provisions of the Disclosure Statement Order, the Bankruptcy Code, the Bankruptcy Rules, and all other applicable rules, laws and regulations, and are entitled to the full protections afforded by section 1125(e) of the Bankruptcy Code and the exculpation and limitation of liability provisions provided for in Article IX of the Plan and this Confirmation Order. Z. Section 1129(a)(3) – Proposal of the Plan in Good Faith. The Debtors

proposed the Plan in good faith and not by any means forbidden by law. The Plan is designed to allow the Debtors to reorganize while maximizing recoveries to the Debtors’ creditors. Moreover, the Plan itself, the process leading to its development, formation, filing and prosecution, and the support for the Plan received from the accepting voting Classes, provide independent evidence of the Debtors’ good faith. The Debtors and their predecessors, successors and assigns (whether by operation of law or otherwise) and their respective present and former affiliates and subsidiaries and each of their respective current and former members, parents, equity-holders, officers, directors, employees, managers, shareholders, partners, financial advisors, attorneys, accountants, investment bankers, consultants, agents and professionals, or other representatives, each acting in such capacity, and any Person claiming by or through any of them (including their respective officers, directors, managers, shareholders, partners, employees, members and professionals) have acted in “good faith” within the meaning of section 1125(e) of the Bankruptcy Code. Accordingly, the Plan satisfies the “good faith” requirement of Section 1129(a)(3). Furthermore, the Plan is the product of extensive, arms’ length negotiations among the Debtors, the Creditors’ Committee, the Restructuring Support Parties, the Pre-Petition 15

Secured Credit Facility Lenders, the DIP Lenders, the Senior Secured Notes Trustee and the holders of the Senior Secured Notes, the Senior Notes Trustee and the holders of the Senior Notes, and certain other creditors and parties in interest in these Chapter 11 Cases, and each of their respective representatives, and reflects the results of those arms’ length negotiations and embodies the best interests of all the constituencies of the Debtors’ estates. Consistent with the overriding purpose of chapter 11 of the Bankruptcy Code, the Chapter 11 Cases were filed, and the Plan was proposed, with the legitimate and honest purpose of allowing the Debtors to reorganize and emerge from chapter 11 with a capital structure that will allow them to satisfy their obligations with sufficient liquidity and capital resources. AA. Section 1129(a)(4) – Bankruptcy Court Approval of Certain Payments as

Reasonable. Pursuant to section 1129(a)(4) of the Bankruptcy Code, any payment made or promised by the Debtors or by any person issuing securities or acquiring property under the Plan, for services or for costs and expenses in, or in connection with, these Chapter 11 Cases, or in connection with the Plan and incident to these Chapter 11 Cases, has been approved by, or is subject to the approval of, the Court as reasonable. BB. Section 1129(a)(5) – Disclosure of Information Regarding Directors,

Officers and Insiders. The Debtors have provided to the extent know and determined, and will provide requisite disclosure regarding proposed managers and officer of the Reorganized Debtors following confirmation, as and to the extent required by section 1129(a)(5) of the Bankruptcy Code. Accordingly, the Plan satisfies the requirements of section 1129(a)(5) of the Bankruptcy Code. CC. Section 1129(a)(6) – Governmental Regulatory Control Over Rate

Changes. The Plan does not provide for or contemplate any rate change that would require the

16

approval of any regulatory agency. Accordingly, section 1129(a)(6) of the Bankruptcy Code is inapplicable. DD. Section 1129(a)(7) – Best Interests of Creditors and Interest Holders.

With respect to each impaired Class of Claims or Interests, the Voting Declaration and the Liquidation Analysis attached as Exhibit D to the Disclosure Statement (the “Liquidation Analysis”) indicate that each holder of a Claim or Interest in an impaired 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. The Liquidation Analysis, including the methodology used and estimations and assumptions made therein, (i) is persuasive and credible as of the dates such evidence was prepared, presented or proffered, (ii) has not been controverted by other persuasive evidence and has not been otherwise challenged, (iii) is based upon reasonable and sound assumptions, and (iv) provides a reasonable estimate of the liquidation value of the Debtors’ assets and properties upon a conversion to a chapter 7 proceeding. Therefore, the Plan satisfies the requirements of section 1129(a)(7) of the Bankruptcy Code. EE. Section 1129(a)(8) – Acceptance of the Plan. Pursuant to sections 1126

and 1129(a)(8) of the Bankruptcy Code: (a) Class 1 Other Priority Claims, Class 2 Other Secured Claims, Class 6 Convenience Claims, Class 7 Intercompany Claims and 9B Equity Interests in Other Subsidiary Debtors are unimpaired under the Plan and are deemed to have accepted the Plan; and (b) as evidenced by the Voting Declaration, Class 3 Senior Secured Notes Claims, Class 4 Senior Notes Claims and Class 5 General Unsecured Claims voted to accept the Plan. The provisions of the Plan with respect to holders of the Unimpaired Claims in Classes 1, 2, 6, 7 and 9B under the Plan are fair and appropriate. Because the Plan provides that holders of Class 8 17

Subordinated Claims and Class 9A Equity Interests in PMC Holding and PMCI will not receive or retain any property on account of such Interests, such Classes are deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy Code. Nonetheless, the Plan is confirmable because, as more fully set forth below, the Plan satisfies section 1129(b)(1) of the Bankruptcy Code with respect to Classes 8 and 9A. FF. Section 1129(a)(9) – Treatment of Claims Entitled to Priority Pursuant to

Section 507(a) of the Bankruptcy Code. The Plan provides for the treatment of Allowed Claims entitled to priority pursuant to section 507(a)(2)-(8) of the Bankruptcy Code in the manner required by section 1129(a)(9) of the Bankruptcy Code. GG. Section 1129(a)(10) – Acceptance by at Least One Impaired Class. As

required by section 1129(a)(10) of the Bankruptcy Code, and as evidenced by the Voting Declaration, at least one (1) Impaired Class of Claims entitled to vote on the Plan has accepted the Plan, excluding the votes cast by insiders, if any, as that term is defined in section 101(31) of the Bankruptcy Code. Accordingly, section 1129(a)(10) of the Bankruptcy Code has been satisfied in all respects. HH. Section 1129(a)(11) – Feasibility of the Plan. The Plan is feasible. The

Debtors have demonstrated through the projected financial information provided as Exhibit C to the Disclosure Statement (the “Financial Projections”) and evidence introduced or adduced at the Confirmation Hearing, that confirmation of the Plan is not likely to be followed by the liquidation, or the need for further financial reorganization, of the Debtors, the Reorganized Debtors or any successor to the Reorganized Debtors. The Plan, therefore, complies with section 1129(a)(11) of the Bankruptcy Code. II. Section 1129(a)(12) – Payment of Statutory Bankruptcy Fees. In

accordance with section 1129(a)(12) of the Bankruptcy Code, Article VII.A. 18

of the Plan

provides that all fees payable on or before the Effective Date pursuant to 28 U.S.C. § 1930 will be paid by the Debtors on or before the Effective Date, and all such fees payable after the Effective Date shall be promptly paid by the applicable Reorganized Debtor until the Chapter 11 Cases are converted, dismissed or closed, whichever occurs first. JJ. Section 1129(a)(13) – Retiree Benefits. Section 1129(a)(13) of the

Bankruptcy Code requires a plan to provide for retiree benefits at levels established pursuant to section 1114 of the Bankruptcy Code. Article VIII.F of the Plan provides that, on and after the Effective Date, “all employment and severance agreements and policies, and all employee compensation and benefit plans, policies, and programs of the Debtors applicable generally to their employees, including agreements and programs subject to section 1114 of the Bankruptcy Code, as in effect on the Effective Date”, if any, shall be treated as though they are executory contracts assumed under the Plan. As a result thereof, the requirements of section 1129(a)(13) of the Bankruptcy Code have been satisfied. KK. Section 1129(a)(14), (15), and (16) – Domestic Support Obligations;

Unsecured Claims Against Individual Debtors; Transfers by Non Profit Organizations. None of the Debtors have domestic support obligations, are individuals or are nonprofit organizations. Therefore, section 1129(a)(14), (15) and (16) of the Bankruptcy Code do not apply to the Chapter 11 Cases. LL. Section 1129(b) – Confirmation of the Plan Over Non-Acceptance of

Class 8 Subordinated Claims and Class 9A Equity Interests in PMC Holding and PMCI Deemed to Reject Plan. The votes of holders of Claims and Interests in Classes 8 and 9A under the Plan were not solicited because the Plan provides that holders of Claims and Interest in Classes 8 and 9A will not receive or retain any property on account of such Claims and Interests, and such Classes are therefore deemed to have rejected the Plan pursuant to section 1126(g) of the 19

Bankruptcy Code. Notwithstanding non-compliance with section 1129(a)(8) of the Bankruptcy Code as to Class 8 Subordinated Claims and Class 9A Equity Interests in PMC Holding and PMCI, the Plan may be confirmed pursuant to section 1129(b)(1) of the Bankruptcy Code because all senior Classes have accepted the Plan. MM. Section 1129(c) – Only One Plan. Other than the Plan (including previous versions thereof), no other plan has been filed in the Chapter 11 Cases. As a result thereof, the requirements of section 1129(c) of the Bankruptcy Code have been satisfied. NN. Section 1129(d) – Principal Purpose of Plan. The principal purpose of the

Plan is not the avoidance of taxes or the avoidance of the application of section 5 of the Securities Act of 1933, and no governmental entity has filed any objection asserting such avoidance. No Impairment, Compliance with Applicable Law, Miscellaneous OO. Satisfaction of Conditions Precedent. Each of the conditions precedent to

the confirmation of the Plan and the occurrence of the Effective Date, as set forth in Article X.A. and X.B.,4 has been satisfied or waived in accordance with Article X.C. of the Plan by the Debtors (with the consent of the Restructuring Support Parties in consultation with the Creditors’ Committee) or is reasonably likely to be satisfied or waived in accordance with Article X.C. of the Plan by the Debtors (with the consent of the Restructuring Support Parties in consultation with the Creditors’ Committee). PP. Compliance with Bankruptcy Code. No provisions of the Plan or this

Confirmation Order, or the implementation of the terms under each of the Plan and this Confirmation Order, violate the terms of any provision of the Bankruptcy Code.

4

The First Lien Exit Facility, the New Secured Term Loan Agreement, and the New Intercreditor Agreement, however, are currently being negotiated and are not yet final.

20

QQ.

Exit Financing. The First Lien Exit Facility and the New Secured Term

Loans, including, without limitation, the New Intercreditor Agreement and all other documents related thereto, are essential to the Plan, are the best alternatives available to the Debtors, are in the best interests of the Debtors’ Estates and were negotiated in good faith and on an arms’length basis, without intent to hinder, delay or defraud any creditor of the Debtors. ORDER NOW, THEREFORE, IT DECREED AND DETERMINED THAT: 1. 2. IS HEREBY ORDERED, ADJUDGED,

Solicitation. The solicitation of the Plan is hereby approved in all respects. Confirmation of the Plan. The Plan, a copy of which is annexed hereto as

Exhibit A, is hereby CONFIRMED under and pursuant to section 1129 of the Bankruptcy Code as may be modified by this Confirmation Order. The documents contained in the Plan Supplement and each of the provisions thereof are approved. The terms of the Plan (subject to any further modifications by the Debtors, with the consent of the Restructuring Support Parties and in consultation with the Creditors’ Committee, which modifications shall not be inconsistent with the terms and conditions of the Plan or this Confirmation Order) are hereby approved. The terms of the Plan, the Plan Supplement and exhibits thereto are incorporated by reference into, and are an integral part of, the Confirmation Order. The terms of the Plan, the Plan Supplement, all exhibits thereto, and all other relevant and necessary documents shall be effective and binding as of the Effective Date. 3. Objections Withdrawn or Overruled. Any objections, responses and

reservation of rights to the Plan not heretofore withdrawn, waived or settled are overruled on the merits in their entirety with prejudice.

21

4.

Provisions of Plan and Confirmation Order Non-Severable and Mutually

Dependent. The provisions of the Plan and this Confirmation Order, including the findings of fact and conclusions of law set forth herein, are non-severable and mutually dependent. 5. Plan Classification Controlling. The classification of Claims and Interests

for purposes of distributions under this Confirmation Order and the Plan shall be governed solely by the terms of this Confirmation Order and the Plan, and the classification of Claims and Interests in this Confirmation Order and in the Plan is hereby approved and satisfies the requirements of section 1122 of the Bankruptcy Code. The classifications included in the Ballots tendered to, or returned by, the holders of Claims entitled to vote on the Plan for purposes of voting thereon: (a) were included in the Ballots and Master Ballots solely for purposes of voting on the Plan; (b) do not necessarily represent, and in no event shall be deemed to modify or otherwise affect, the actual classification of such Claims under the Plan for distribution purposes in the Chapter 11 Cases; (c) may not be relied upon by any holder of a Claim or any other Person as representing the actual classification of such Claims under the Plan for distribution purposes in the Chapter 11 Cases; and (d) shall not be binding on the Debtors and their estates, the Reorganized Debtors, the Claims Administrator or the Disbursing Agent. 6. 7. Record Closed. The record of the Confirmation Hearing is hereby closed. Notice. As established by the Solicitation Package Affidavits of Service,

and as set forth herein, the Debtors provided good and sufficient notice of the Confirmation Hearing and the deadline for filing and serving objections to the Plan, which notice is hereby approved. 8. Authorization and Direction to Act. In accordance with section 1142 of

the Bankruptcy Code, the Debtors, the Reorganized Debtors and each other appropriate party are hereby authorized and directed to take all steps and perform such acts as may be necessary to 22

implement and effectuate the Plan, including, without limitation, the issuance of the Reorganized PMC Holding Membership Interests, the First Lien Exit Facility, the New Secured Term Loans and the execution and delivery of the PMC Holding LLC Agreement, the First Lien Exit Facility and the New Secured Term Loan Agreement, and are further authorized and directed to execute and deliver any instrument and perform any other act that is necessary for the consummation of the Plan, including, without limitation, all steps and acts as set forth in Article VII of the Plan. 9. Bar Date for Administrative Claims. Unless a prior date has been

established pursuant to the Bankruptcy Code or unless otherwise ordered by this Court, all notices, requests, Proofs of Claim, applications or motions for allowance of Administrative Claims (other than Professional Fee Claims, Ordinary Course Administrative Claims, DIP Financing Claims of the DIP Administrative Agent and the DIP Lenders, the post-Petition Date fees and expenses of the Restructuring Support Parties, the Senior Secured Notes Trustee, the Senior Secured Notes Collateral Agent and the Senior Notes Trustee) shall be filed with this Court and served upon the Debtors or Reorganized Debtors, as applicable, no later than the first Business Day this is thirty (30) days after the Effective Date (the “Administrative Claims Bar Date”). Holders of Administrative Claims not paid prior to the Confirmation Date shall file with the Court and serve upon the Debtors or Reorganized Debtors, as applicable, a motion requesting payment of such Administrative Claim on or before the Administrative Claims Bar Date or. will be forever barred from asserting such Administrative Claim against the Debtors, the Reorganized Debtors or their respective properties, and such Administrative Claim shall be deemed discharged as of the Effective Date. The notice of entry of the Confirmation Order to be delivered pursuant to Bankruptcy Rules 3020(c) and 2002(f) will set forth the Administrative Claims Bar Date and constitute good and sufficient notice of the Administrative Claims Bar Date. The Reorganized Debtors shall have thirty (30) days (or such longer period as 23

may be allowed by Final Order of the Court, which may be entered without notice or a hearing) following the Administrative Claims Bar Date to review and object to all Administrative Claims (other than Professional Fee Claims, Ordinary Course Administrative Claims, DIP Financing Claims of the DIP Administrative Agent and the DIP Lenders, the post-Petition Date fees and expenses of the Restructuring Support Parties, the Senior Secured Notes Trustee, the Senior Secured Notes Collateral Agent, and the Senior Notes Trustee). For the avoidance of doubt, the establishment of the Administrative Claim Bar Date in the Plan and this Confirmation Order is not intended to and shall not serve as an extension of the deadline established by this Court in the Bar Date Order to file administrative claims arising under section 503(b)(9) of the Bankruptcy Code (collectively, “503(b)(9) Claims”) against the Debtors and their Estates, and the General Bar Date (as defined in the Bar Date Order) shall remain the deadline for Persons to have filed 503(b)(9) Claims in the Chapter 11 Cases. 10. Professional Fee Claims. Unless otherwise ordered by this Court, all

requests for compensation or reimbursement of Professional Fee Claims pursuant to sections 327, 328, 330, 331, 503 or 1103 of the Bankruptcy Code for services rendered prior to the Effective Date shall be filed and served on the Reorganized Debtors, counsel to the Reorganized Debtors, the United States Trustee, counsel to the Restructuring Support Parties and counsel to the Creditors’ Creditors’ Committee and such other entities who are designated by the Bankruptcy Rules, this Confirmation Order or other order of this Court, no later than thirty (30) days after the Effective Date (the “Fee Claim Bar Date”). Holders of Professional Fee Claims that are required to file and serve applications for final allowance of their Professional Fee Claims and that do not file and serve such applications on or before the Fee Claim Bar Date will be forever barred from asserting such Professional Fee Claims against the Debtors, the Reorganized Debtors or their respective properties, and such Professional Fee Claims shall 24

be deemed discharged as of the Effective Date. Objections to any Professional Fee Claims must be filed and served no later than twenty (20) days following the filing with the Court of any request for compensation or reimbursement of Professional Fee Claims and must be served on the Reorganized Debtors, counsel for the Reorganized Debtors, counsel to the Restructuring Support Parties, counsel to the Creditors’ Committee and the holders of Professional Fee Claims requesting payment no later than fifty (50) days after the Effective Date. 11. Debtors’ Counsel. On July 9, 2011, this Court entered two (2) orders

approving the retention by the Debtors of counsel in connection with the Chapter 11 Cases: (i) Troutman Sanders LLP, as bankruptcy counsel [Docket No. 172], and (ii) Young Conaway Stargatt & Taylor, LLP, as Delaware bankruptcy and conflicts counsel [Docket No. 171] (collectively, the “Debtors’ Counsel”). On and after the Effective Date, Debtors’ Counsel shall be authorized, as and to the extent authorized and requested by the Reorganized Debtors, to continue to render services to the Debtors (and to the extent applicable, the Reorganized Debtors), and the Debtors (and to the extent applicable, the Reorganized Debtors), in the ordinary course of their affairs and businesses, shall pay the Debtors’ Professionals their reasonable and documented fees and expenses incurred in connection with such services that are authorized and requested by the Reorganized Debtors upon the presentment of appropriate invoices to the Debtors (and to the extent applicable, the Reorganized Debtors) without further application to, or order from, this Court. 12. First Lien Exit Facility. The First Lien Exit Facility is an essential

element of the Plan and entry into and consummation of the transactions contemplated by the Exit Facility Agreement are in the best interests of the Debtors, the Debtors’ estates and all holders of Claims and Interests. Without further action from the Court or the directors or shareholders of the Reorganized Debtors, the Reorganized Debtors shall be, and hereby are, 25

authorized to enter into, execute, deliver, file and record the First Lien Exit Facility and such other contracts, instruments, agreements or documents as may be necessary or appropriate in connection with the consummation of the transactions contemplated by the First Lien Exit Facility without further notice to or action, order or approval of the Bankruptcy Court, to execute and deliver all agreements, documents, instruments, and certificates related thereto and to perform their obligations thereunder. The terms and conditions of the First Lien Exit Facility have been negotiated in good faith, at arm’s -length, are fair and reasonable, and are approved. The First Lien Exit Facility shall, upon execution, be valid, binding and enforceable and shall not be in conflict with any federal or state law. The guaranties, mortgages, pledges, liens and other security interests granted pursuant to the First Lien Exit Facility are granted in good faith as an inducement to the lenders to provide credit thereunder and shall be, and hereby are, deemed not to constitute a fraudulent conveyance or fraudulent transfer. On the Effective Date, the First

Lien Exit Facility, substantially in the form as filed with the Court on or before the Effective Date shall be made effective as of the Effective Date. After the Effective Date, the Reorganized Debtors may amend and restate the First Lien Exit Financing as permitted by (i) the constituent documents of such Reorganized Debtors, (ii) the New Intercreditor Agreement, and (iii) as permitted by applicable law. 13. New Secured Term Loan Agreement. The New Secured Term Loan

Agreement is an essential element of the Plan and entry into and consummation of the transactions contemplated by the New Secured Term Loan Agreement is in the best interests of the Debtors, the Debtors’ estates and holder of Claims and Interests and is approved in all respects. Reorganized PMCI, as borrower, and the other Reorganized Debtors, as guarantors, shall be, and hereby are, authorized to incur obligations under the New Secured Term Loans, and the terms of the New Secured Term Loan Agreement are hereby approved. The guaranties, 26

mortgages, pledges, liens and other security interests granted pursuant to the New Secured Term Loan Agreement are granted in good faith as an inducement to the lenders to provide credit thereunder and shall be, and hereby are, deemed not to constitute a fraudulent conveyance or fraudulent transfer. On the Effective Date, the New Secured Term Loan Agreement,

substantially in the form as filed with the Court on or before the Effective Date, shall be deemed to have been executed by the Reorganized Debtors, the New Secured Term Loan Agent and the New Secured Term Loan Lender and made effective as of the Effective Date. After the Effective Date, the Reorganized Debtors, the New Secured Term Loan Agent and the New Secured Term Loan Lenders may amend and restate their constituent documents as permitted by (i) the constituent documents of such Reorganized Debtors, (ii) the New Intercreditor Agreement, and (iii) applicable law. 14. Effect of Reversal or Appeal. Any and all credit provided by the lenders

to the Reorganized Debtors under the First Lien Exit Facility or the New Secured Term Loan Agreement shall be, and hereby is, deemed to have been provided in good faith. Any reversal or appeal of this Confirmation Order, or the provisions of this Confirmation Order approving the provision of credit under the First Lien Exit Facility and the New Secured Term Loan Agreement or the granting of liens to the lenders pursuant to the First Lien Exit Facility and the New Secured Term Loan Agreement, will not affect the validity of any debt incurred by the Reorganized Debtors pursuant to this Confirmation Order, the Plan, the Plan Supplement, the First Lien Exit Facility and/or the New Secured Term Loan Agreement, or any priority or lien granted pursuant to this Confirmation Order, the Plan, the Plan Supplement, the First Lien Exit Facility and/or the New Secured Term Loan Agreement, unless the authorization and incurring of such debt, or the granting of such priority or lien, has been stayed pending appeal.

27

15.

New Intercreditor Agreement.

On the Effective Date, the New

Intercreditor Agreement, as contemplated by Article VII.C. of the Plan and substantially in the form as filed with the Court on or before the Effective Date, and as determined in accordance with the provisions thereof, shall be deemed valid, binding and enforceable in accordance with its terms, and each lender and agent under the New Secured Term Loan Agreement and the First Lien Exit Facility, shall be bound thereby. 16. Issuance of Reorganized PMC Holding Membership Interests. The

issuance of Reorganized PMC Holding Membership Interests (including any Reorganized PMC Holding Membership Interests, options or other equity awards reserved for the Management Incentive Plan) by Reorganized PMC Holding is in the best interests of the Debtors, their estates, and parties in interest. Reorganized PMC Holding is to issue the Reorganized PMC Holding Membership Interests without the need for any further corporate action (except in the case of the Management Incentive Plan, which must be adopted by the board of managers of Reorganized PMC Holding). All of the Reorganized PMC Holding Membership Interests issued pursuant to this Confirmation Order and the Plan shall be duly authorized and validly issued. Each

Distribution and issuance referred to in Article VII of the Plan shall be governed by the terms and conditions set forth in this Confirmation Order and the Plan applicable to such Distribution or issuance and by the terms and conditions of the instruments evidencing or relating to such Distribution or issuance, including the PMC Holding LLC Agreement, which terms and conditions shall bind each Person receiving such Distribution or issuance. 17. PMC Holding LLC Agreement. On the Effective Date, the PMC Holding

LLC Agreement, a substantially final form of which was filed as part of the Plan Supplement, will be adopted by Reorganized PMC Holding and will be binding upon all holders of Reorganized PMC Holding Membership Interests, and their respective successors and assigns, in 28

each case, whether or not any such holder (or successor or assign) shall have executed and delivered a counterpart to the PMC Holding LLC Agreement agreeing to be bound thereby, and also whether or not any certificate evidencing the Reorganized PMC Holding Membership Interests (or, if interests are uncertificated, any ledger or book entry) shall have been legended to reflect the existence of the PMC Holding LLC Agreement. 18. Limited Consolidation for Voting, Confirmation and Distribution

Purposes. Solely for purposes of voting on, confirmation of, and Distributions to be made to holders of Allowed Claims under the Plan and this Confirmation Order, the Plan and this Confirmation Order is predicated upon, and it is a condition precedent to confirmation of the Plan, that the Estates of the Debtors be consolidated into a single Estate for purposes of this Confirmation Order and the Plan, the confirmation thereof and Distributions thereunder. Pursuant to this Confirmation Order (i) all assets and liabilities of the consolidated Debtors shall be deemed to be merged solely for purposes of this Confirmation Order and the Plan, the confirmation thereof and Distributions to be made thereunder, (ii) the obligations of each Debtor will be deemed to be the obligation of the consolidated Debtors solely for purposes of this Confirmation Order and the Plan, the confirmation thereof and Distributions to be made thereunder, (iii) any Claims filed or to be filed in connection with any such obligations will be deemed Claims against the consolidated Debtors, (iv) each Claim filed in the Chapter 11 Case of any Debtor will be deemed filed against the Debtors in the consolidated Chapter 11 Cases in accordance with the limited consolidation of the assets and liabilities of the Debtors, (v) all transfers, disbursements and Distributions made by any Debtor under this Confirmation Order and the Plan shall be deemed to be made by the consolidated Debtors, and (vi) all guarantees of the Debtors of the obligations of any other Debtors shall be deemed eliminated so that any Claim against any Debtor and any guarantee thereof executed by any other Debtor and any joint or 29

several liability of any of the Debtors shall be deemed to be one obligation of the consolidated Debtors. Holders of Allowed Claims in each Class shall be entitled to their share of assets available for Distribution to such Class without regard to which Debtor was originally liable for such Claim. Intercompany Claims shall be treated as provided in Class 7 of the Plan and Equity Interests in the Other Subsidiary Debtors shall be treated as provided in Class 9B of the Plan. Notwithstanding the foregoing, such limited consolidation shall not affect (a) the legal and corporate structure of the Reorganized Debtors, (b) any obligations under any contracts or leases that were entered into during the Chapter 11 Cases or executory contracts or unexpired leases that have been or will be assumed pursuant to this Confirmation Order and the Plan, (c) distributions from any insurance policies or proceeds of such policies, (d) the revesting of assets in the separate Reorganized Debtors pursuant to this Confirmation Order and Article IX.B of the Plan, or (e) guarantees that are required to be maintained post-Effective Date (i) in connection with executory contracts or unexpired leases that were entered into during the Chapter 11 Cases or that have been, or will under this Confirmation Order and the Plan be, assumed, (ii) pursuant to the express terms of this Confirmation Order and Plan, (iii) in connection with the First Lien Exit Facility, or (iv) in connection with the New Secured Term Loans. The limited consolidation provided for in this Confirmation Order and the Plan shall not affect each Debtor’s obligation to file the necessary operating reports and pay any required fees pursuant to 28 U.S.C. § 1930(a)(6). Such obligations shall continue until a Final Order is entered closing, dismissing or converting each such Debtor’s Chapter 11 Case. 19. Distribution in Respect of Allowed Claims and Resolution of Disputed

Claims. The provisions in Articles VII.K. and VII.L. of the Plan governing Distributions in respect of Allowed Claims and for resolving and treating Disputed Claims under the Plan are hereby approved in all respects and found to be fair and reasonable. 30

20.

Allowance of Senior Secured Notes Claims. The Senior Secured Notes

claims shall be Allowed and deemed to be Allowed in the amount of (i) $103,063,000 on account of the aggregate outstanding principal amount of the Senior Secured Notes plus (ii) accrued and unpaid interest thereon at the applicable contract rate, if any, as of the Effective Date. 21. Allowance of Senior Notes Claims. The Senior Notes Claims shall be

Allowed and deemed to be Allowed in the amount of (i) $190,000,000 on account of the aggregate outstanding principal amount of the Senior Notes plus (ii) accrued and unpaid interest thereon at the applicable contract rate from October 1, 2010 to the Petition Date. 22. Appointment of and Matters Relating to the Claims Administrator. On the

Effective Date, Michael St. Patrick Baxter will be appointed Claims Administrator on the terms set forth in the Plan and the engagement letter, substantially in the form attached hereto as Exhibit B (the “Engagement Letter”). On the Effective Date, the Engagement Letter shall be deemed valid, binding, and enforceable in accordance with its terms, and the Reorganized Debtors and the Claims Administrator shall be bound by the terms thereof, without the need for any further action or execution thereof. Notwithstanding anything to the contrary in the Plan or the Engagement Letter, the Claims Administrator is not a fiduciary of the Debtors, the Reorganized Debtors, any creditor, or any of the constituencies of the foregoing, and the Claims Administrator will provide his services solely as an agent of the Reorganized Debtors. The Claims Administrator has full discretion, subject to the consent of the Reorganized Debtors and the criteria set forth in the Plan, to file, settle, compromise, withdraw, or litigate to judgment any objections to Claims, and, notwithstanding anything to the contrary in the Plan, the Claims Administrator retains full discretion to refrain from filing, settling, compromising, withdrawing, or litigating to judgment objections to Claims, which such discretion shall be subject to a reasonableness standard and any cost/benefit analysis informing the Claims Administrator’s 31

exercise of such discretion, and the Claims Administrator shall not be required to expend or risk his own funds, or incur any liability in performing his duties as Claims Administrator. The Claims Administrator shall have no obligation to exercise any of his rights or powers, or perform any of his duties as Claims Administrator unless the Reorganized Debtors have offered to the Claims Administrator security or indemnity satisfactory to the Claims Administrator against any loss, liability, or expense. 23. Assumption and Rejection of Executory Contracts and Unexpired Leases.

Except as otherwise provided in this Confirmation Order and the Plan or in any contract, instrument, release, indenture or other agreement or document entered into in connection with the Plan, as of the Effective Date, all executory contracts and unexpired leases governed by section 365 of the Bankruptcy Code to which any of the Debtors are parties are hereby assumed except for any executory contract or unexpired lease that (i) previously has been assumed or rejected by the Debtors in the Chapter 11 Cases, (ii) previously expired or terminated pursuant to its own terms; (iii) is specifically identified on the Schedule of Rejected Contracts and Leases attached hereto as Exhibit C (as may be amended at any time on or prior to the Effective Date), or (iv) is the subject of a separate motion to assume or reject such executory contract or unexpired lease filed by the Debtors under section 365 of the Bankruptcy Code prior to the Effective Date. For the avoidance of doubt, those executory contracts and leases identified on the Schedule of Rejected Contracts and Leases shall not be assumed and shall be deemed rejected, as of the Effective Date, pursuant to section 365 of the Bankruptcy Code. The Debtors shall be permitted to amend the Schedule of Rejected Contracts and Leases at any time on or prior to the Effective Date, subject to the consent of the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld). 32

24.

Limited Extension of Time to Reject.

In the event the Reorganized

Debtors become aware after the Effective Date of the existence of an executory contract or unexpired lease that was not included in the Schedules, the right of the Reorganized Debtors to move to reject such executory contract or lease shall be extended until the date that is thirty (30) days after the date on which the Reorganized Debtors become aware of the existence of such executory contract or lease. The deemed assumptions and rejections provided for in this Confirmation Order and Article VIII of the Plan shall not apply to any such executory contract or lease. 25. Cure. In accordance with Article VIII.C. of the Plan, the Debtors,

pursuant to the provisions of sections 1123(a)(5)(G) and 1123(b)(2) of the Bankruptcy Code, and consistent with the requirements of section 365 of the Bankruptcy Code and the Disclosure Statement Order, filed and served the Cure Payment Schedule Notice listing the proposed cure amounts for all executory contracts or unexpired leases to be potentially assumed pursuant to this Confirmation Order and Article VIII.A of the Plan. Consistent with Article VIII.C. of the Plan and the Disclosure Statement Order, the non-Debtor parties to the executory contracts or unexpired leases identified on the Cure Payment Schedule Notice had five (5) Business Days from the service of the Cure Payment Schedule Notice to object in writing to the proposed cure amounts listed by the Debtors for such executory contracts and leases. If there are any

objections timely filed with respect thereto, the Court shall conduct a hearing to consider such cure amounts and any objections thereto. The Debtors shall retain their right to reject any of their executory contracts or unexpired leases, including any executory contracts or leases that are subject to a dispute concerning amounts necessary to cure any defaults. Accordingly, except to the extent that different treatment has been agreed to by the non-Debtor parties to any executory contract or unexpired lease to be assumed pursuant to this Confirmation Order and Article 33

VIII.A of the Plan, the non-Debtor parties to the executory contracts and leases identified on Exhibits D.1, D.2 and D.3 attached hereto (collectively, the “Cure Payment Schedule”), shall be deemed to have consented to the corresponding cure amounts (including amounts of compensation for actual pecuniary loss) (the “Cure Amounts”) identified on the Cure Payment Schedule for such executory contracts and leases and shall be forever enjoined and barred from seeking from the Debtors, their estates and the Reorganized Debtors any additional amount on account of the Debtors’ cure obligations under section 365 of the Bankruptcy Code as it pertains to such executory contracts and leases. The Debtors (with the consent of the Restructuring Support Parties, which consent shall not be unreasonably withheld) shall be permitted (i) to amend the Cure Payment Schedule at any time prior to the Effective Date, including, without limitation, to remove therefrom any executory contracts or unexpired leases listed therein, and (ii) to include any executory contracts or unexpired leases listed on the Cure Payment Schedule on the Schedule of Rejected Contacts and Leases. 26. A. Assumption of Certain Unexpired Leases As Amended. The assumption of any of the executory contracts and unexpired leases set

forth on Exhibit D.2 (collectively, the “Pending Contracts and Leases”) are expressly subject to the execution and delivery of a mutually acceptable amendment thereof between the Debtors and the non-Debtor parties thereto. To the extent a mutually acceptable amendment is not executed and delivered prior to the date of confirmation of the Plan, those Pending Contracts and Leases set forth on Exhibit D.2 may be rejected by the Debtors at any time on or prior to the Effective Date, subject to the consent of the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld). Pursuant to section 365 of the Bankruptcy Code, the Debtors are authorized to assume the Pending Contracts and Leases, and any amendment and modification to such Pending Contracts and Leases upon 34

the Debtors’ satisfaction of the Cure Amounts set forth on Exhibit D.2 attached to this Confirmation Order. An updated Schedule of Rejected Contracts and Unexpired Leases shall be filed with the Bankruptcy Court on or prior to the Effective Date, which will reflect, among other things, any Pending Contracts and Leases that are being rejected. B. Pursuant to section 365 of the Bankruptcy Code, the Debtors are

authorized to assume the executory contracts and unexpired leases, and any amendments and modifications to such executory contracts and unexpired leases, identified on Exhibit D.3 hereto (collectively, the “Assumed Amended Contracts and Leases”) upon the Debtors’ satisfaction of the Cure Amounts set forth on Exhibit D.3 to this Confirmation Order. C. Pursuant to section 363(b) of the Bankruptcy Code, the Debtors (i) are

authorized to enter into any amendments and modifications to (a) the Pending Contracts and Leases, and (b) the Assumed Amended Contracts and Leases, including those amendments and modifications that are identified on Exhibit D.3 to this Confirmation Order, and (ii) are authorized and empowered to take any and all steps and to perform such other and further actions as are necessary to carry out, effectuate, or otherwise enforce the terms, conditions and provisions of any such amendments and modifications. 27. Rejection Damage Claims. Any and all Claims for damages arising from

the rejection of an executory contract or unexpired lease must be filed with the Court in accordance with the terms of the Final Order authorizing such rejection, but in no event later than thirty (30) days after the Effective Date. Any Claims for damages arising from the rejection of an executory contract or unexpired lease that is not filed within such time period will be forever barred from assertion against the Debtors, their respective estates and the Reorganized Debtors. All Allowed Claims arising from the rejection of executory

35

contracts or unexpired leases shall be treated as General Unsecured Claims or Convenience Claims, as appropriate under the circumstances. 28. Benefit Plans. As of and subject to the Effective Date, all employment

and severance agreements and policies, and all employee compensation and benefit plans, policies, and programs of the Debtors applicable generally to their employees, including agreements and programs subject to section 1114 of the Bankruptcy Code, as in effect on the Effective Date, including all savings plans, retirement plans, health care plans, disability plans, severance benefit plans, incentive plans, and life, accidental death, and dismemberment insurance plans, nonqualified deferred compensation plans, and senior executive retirement plans shall be deemed to be, and shall be treated as though they are, executory contracts that are assumed under this Confirmation Order and the Plan, and the Debtors’ obligations under all such agreements and programs shall survive the Effective Date of the Plan, without prejudice to the Reorganized Debtors’ rights under applicable nonbankruptcy law to modify, amend, or terminate the foregoing arrangements in accordance with the terms and provisions thereof, except for (i) such executory contracts or plans specifically rejected pursuant to this Confirmation Order and the Plan (to the extent such rejection does not violate section 1114 of the Bankruptcy Code), (ii) such executory contracts or plans as have previously been terminated, or rejected, pursuant to a Final Order, or specifically waived by the beneficiaries of such plans, benefits, contracts, or programs, and (iii) such executory contracts or plans to the extent that any parties to or beneficiaries thereunder, as of the Confirmation Date, have or possess vested, existing or accrued rights, entitlements or benefits under such executory contracts or benefits. 29. Assumption of ACE Insurance Program. Notwithstanding anything to the

contrary in the Plan and this Confirmation Order: (a) the ACE Insurance Program shall be deemed to be, and shall be treated as though it is, “executory”, and on the Effective Date, the 36

applicable Reorganized Debtors shall assume the ACE Insurance Program in its entirety; (b) the ACE Insurance Program and all letters of credit and other collateral and security previously provided to, and in effect as of the date of this Confirmation Order, for the benefit of, the ACE Companies (or any of them) pursuant to the ACE Insurance Program, and any and all valid debts, obligations, and liabilities of Debtors (and after the Effective Date, by the Reorganized Debtors) thereunder, shall survive and shall not be amended, modified, waived or impaired in any respect by the Plan without the prior written consent of both the ACE Companies and the Debtors (with the consent of the Restructuring Support Parties) or the Reorganized Debtors, as the case may be; (c) as of the Effective Date, the Reorganized Debtors shall be liable for all of the Debtors’ valid obligations and liabilities, whether now existing or hereafter arising, under the ACE Insurance Program, including, without limitation, the duty to continue to provide collateral and security as required by the ACE Insurance Program; (d) the valid claims of the ACE Companies arising under the ACE Insurance Program (i) shall be Allowed Administrative Claims; (ii) shall be due and payable in the ordinary course of business by the Debtors (or after the Effective Date, by the Reorganized Debtors) pursuant to the ACE Insurance Program without the need or requirement for the ACE Companies to file claims; and (iii) shall not be discharged or released by the Plan or the Confirmation Order; (e) nothing in the Plan in any way: (i) alters, modifies or amends the terms of the ACE Insurance Program including, but not limited to, the provisions prohibiting the assignment of the policies and agreements except to the extent assumed or succeeded to by the Reorganized Debtors (as to which assumption and succession the ACE Companies shall have been deemed to have consented); (ii) alters the rights and obligations of the ACE Companies or of the Debtors (or after the Effective Date, the Reorganized Debtors) under the ACE Insurance Program or modifies the coverage provided thereunder; (iii) discharges, releases or relieves the Debtors (or on or after the Effective Date, the Reorganized Debtors) from any valid debt or other 37

liability under the ACE Insurance Program; (iv)theinjunction set forth in Article IX.H of the Plan and the automatic stay of section 362(a) of the Bankruptcy Code, if and to the extent applicable, shall be lifted, without further order of the Bankruptcy Court, to permit (a) claimants with valid workers’ compensation claims or valid automobile liability claims that are covered by the ACE Insurance Program to proceed with their claims and (b) the ACE Companies to administer, handle, defend, settle and/or pay all workers’ compensation claims and automobile liability claims arising under the ACE Insurance Program and the costs related thereto without further order of the Bankruptcy Court subject and pursuant to the terms and conditions of the ACE Insurance Program; and (v) a claimant asserting a general liability claim covered by the ACE Insurance Program shall be required to seek relief from the Bankruptcy Court in order to proceed with such claim; provided, however, to the extent the Bankruptcy Court permits such a claimant to proceed in litigating such claim, theinjunction set forth in Article IX.H of the Plan and the automatic stay of section 362(a) of the Bankruptcy Code, if and to the extent applicable, shall be lifted, without further order of the Bankruptcy Court, to permit the ACE Companies to administer, handle, defend, settle and/or pay such general liability claim and the costs related thereto subject and pursuant to the terms and conditions of the ACE Insurance Program. In no event shall this paragraph, or any other provision of the Plan or this Confirmation Order, convey, or be interpreted to convey, upon a claimant, a right that it does not have under applicable nonbankruptcy law, to assert a direct claim or cause of action against any of the ACE Companies. 30. A. Assumption of Indemnification Obligations. Indemnification Obligations of PMC Holding and PMCI. Upon the

Effective Date, Reorganized PMC Holding shall assume all existing Indemnification Obligations of PMC Holding and of PMCI in favor of those individuals serving, as of the Effective Date, as

38

directors or officers of PMC Holding or of PMCI, or serving, as of the Effective Date, at their request, as directors, managers or officers of any of the other Subsidiary Debtors B. Indemnification Obligations of Other Subsidiary Debtors. Upon the

Effective Date, each other respective Reorganized Subsidiary Debtor shall assume all existing Indemnification Obligations in favor of those individuals serving, as of the Effective Date, as directors (or managers) or officers of such respective Reorganized Subsidiary Debtor, or serving, as of the Effective Date, at the request of such respective Reorganized Subsidiary Debtor as directors, managers or officers of any of the other Subsidiary Debtors. 31. Vesting of Assets. Except as otherwise provided in this Confirmation

Order and the Plan or any agreement, instrument, or other document incorporated in this Confirmation Order and the Plan, on the Effective Date all property in each Estate, all Causes of Action, and any other property acquired by any of the Debtors pursuant to this Confirmation Order and the Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claims, charges, or other encumbrances (except for Liens, if any, granted to secure the First Lien Exit Facility, the New Secured Term Loans and any liens applicable to any capitalized leases existing on the Effective Date). On and after the Effective Date, except as otherwise provided in this Confirmation Order and the Plan, each Reorganized Debtor may operate its business and conduct its affairs, and may use, acquire, or dispose of their property and assets and compromise or settle any Claims, Interests, or Causes of Action without supervision or approval by the Court and free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules 32. Preservation of Causes of Action. Article IX.C of the Plan appropriately

provides for the preservation by the Debtors of the Causes of Action, except as otherwise provided elsewhere in the Plan, including Articles VII.D and VII.L.1, in accordance with section 1123(b)(3) of the Bankruptcy Code. The provisions regarding Causes of Action in the Plan are 39

appropriate and are in the best interest of the Debtors, their estates and holders of Claims and Interests. 33. Preservation of Subordination Rights. Nothing contained in the Plan or

this Confirmation Order shall be deemed to modify, impair, terminate or otherwise affect in any way the rights of any Entity under section 510(a) of the Bankruptcy Code, and all such rights are expressly preserved under this Plan. The treatment set forth in Article IV of the Plan and the Distributions to the various Classes of Claims under the Plan shall not affect the right of any Person to levy, garnish, attach, or employ any other legal process with respect to such Distributions by reason of any claimed subordination rights or otherwise. All such rights and any agreements relating thereto shall remain in full force and effect, except as otherwise expressly compromised and settled pursuant to the Plan. The right of the Debtors or any other Entity to seek subordination of any Claim pursuant to section 510 of the Bankruptcy Code is fully reserved, and the treatment afforded any Claim that becomes a subordinated Claim at any time shall be modified to reflect such subordination. No Distribution shall be made to the Holder of a subordinated Claim on account of such Claim until the rights or the Holders of Claims senior to such Claim have been satisfied. 34. Notwithstanding anything to the contrary contained in this Confirmation

Order or in the Plan, any Distribution made on account of the Management Fee Obligations (as defined in the Management Fee Subordination Agreement (defined below)) pursuant to Article IV.E of the Plan shall be subject to the terms of certain Management Fee Subordination Agreement, dated as of September 24, 2008, among CHI, PMC Holding and certain of its subsidiaries that were signatories thereto in favor of Wells Fargo Foothill, LLC, as the arranger and administrative agent for the Pre-Petition Secured Credit Facility, and the Senior Secured Notes Collateral Agent (the “Management Fee Subordination Agreement”). Accordingly, unless 40

and until all Allowed Class 3 Senior Secured Notes Claims have been paid in full in Cash in accordance with the terms of the Management Fee Subordination Agreement, no Distribution shall be made to the Castle Harlan Entities on account of any Allowed General Unsecured Claim it holds on account of the Management Fee Obligations. The Pro Rata portion of any

Distribution allocable to CHI on account of any Allowed Management Fee Obligations shall be distributed to holders of Allowed Class 3 Senior Secured Notes Claims unless and until all Allowed Class 3 Senior Secured Notes Claims have been paid in full in Cash in accordance with the terms of the Management Fee Subordination Agreement. 35. Protection Against Discriminatory Treatment. Consistent with section 525

of the Bankruptcy Code, no governmental unit may deny, revoke, suspend, or refuse to renew a license, permit, charter, franchise, or other similar grant, including any liquor licenses, to the Debtors (or to the extent applicable, the Reorganized Debtors), or otherwise condition such a grant to, or discriminate with respect to such a grant against, the Debtors (or to the extent applicable, the Reorganized Debtors), and any such grants, rights and entitlements shall be preserved, maintained, continued, and to the extent applicable, assumed pursuant to section 365 of the Bankruptcy Code. 36. Discharge of the Debtors. Pursuant to section 1141(d) of the Bankruptcy

Code, except as otherwise specifically provided in this Confirmation Order, the Plan and the Plan Supplement, the Distributions and rights that are provided in this Confirmation Order and the Plan shall be in complete satisfaction, discharge and release, effective as of the Effective Date, of any and all Claims and Causes of Action (whether known or unknown) against, liabilities of, liens on, obligations of, rights against, and Interests in, the Debtors or any of their assets or properties, regardless of whether any property or assets shall have been distributed or retained pursuant to this Confirmation Order and the Plan on account of such Claims, rights, and 41

Interests, including Claims and Interests that arose before the Effective Date, any liability (including withdrawal liability to the extent such Claims relate to services performed by employees of the Debtors prior to the Petition Date and that arise from a termination of employment or a termination of any employee or retiree benefit program which occurred prior to the Effective Date, and all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not (a) a Proof of Claim or Interest based upon such Claim, debt, right, or Interest was filed, is filed, or deemed filed under section 501 of the Bankruptcy Code, (b) a Claim or Interests based upon such Claim, debt, right, or Interest is allowed under section 502 of the Bankruptcy Code, or (c) the holder of such a Claim, right, or Interest accepted the Plan. This Confirmation Order shall be a judicial determination of the discharge of all Claims against and Interests in the Debtors, subject to the terms thereof and the occurrence of the Effective Date. 37. Releases by the Debtors of Certain Parties. As provided for in Article

IX.E of the Plan, and except as otherwise specifically provided in the Plan or the Plan Supplement, the Debtors releases in the Plan are approved. 38. Releases by Non-Debtors. As provided for in Article IX.F of the Plan,

as of the Effective Date, the non-Debtor releases in the Plan are approved. 39. Exculpation. The exculpations set forth in Article IX.G of the Plan

are hereby approved and authorized. 40. Injunction. The satisfaction, release, and discharge pursuant to

Article IX of the Plan shall act as an injunction against any Person commencing or continuing any action, employment of process, or act to collect, offset or recover any Claim, Interest, or Cause of Action satisfied, released, or discharged under the Plan to the fullest

42

extent authorized or provided by the Bankruptcy Code, including to the extent provided for or authorized by sections 524 or 1141 of the Bankruptcy Code. 41. Term of Bankruptcy Injunction or Stays. All injunctions or stays provided

for in the Chapter 11 Cases under sections 105 or 362 of the Bankruptcy Code, or otherwise, and in existence on the Confirmation Date, shall remain in full force and effect until the Effective Date. All injunctions or stays contained in the Plan or this Confirmation Order shall remain in full force and effect in accordance with their terms. 42. Notice of Confirmation and Effective Date. On or before five (5)

Business Days after the occurrence of the Effective Date (the “Notice of Confirmation and Effective Date Service Deadline”), the Reorganized Debtors shall mail or cause to be mailed to all holders of Claims and Interests a notice, substantially in the form attached hereto as Exhibit E (the “Notice of Confirmation and Effective Date”), that informs such holders of (i) the entry of this Confirmation Order, (ii) the occurrence of the Effective Date, (iii) the occurrence of the applicable Bar Date, and (iv) such other matters as the Debtors deem appropriate; provided, however, that such notice need not be given or served under or pursuant to the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware or this Confirmation Order to any Person to whom the Debtors mailed a Confirmation Hearing Notice or Notice of Non-Voting Status but received such notice returned marked “undeliverable as addressed,” “moved-left no forwarding address,” “forwarding order expired,” or similar reason unless prior to the Notice of Confirmation and Effective Date Service Deadline the Debtors have been informed in writing by such Person of that Person’s new mailing address. The Notice of Confirmation and Effective Date described herein is adequate and appropriate under the particular circumstances and no other or further notice is necessary or required. 43

43.

Effect of Failure of Conditions. In the event that the Effective Date does

not occur: (a) this Confirmation Order shall be vacated; (b) no Distributions under this Confirmation Order and the Plan shall be made; (c) the Debtors and all holders of Claims and Equity Interests shall be restored to the status quo ante as of the day immediately preceding the Confirmation Date as though the Confirmation Date had never occurred; and (d) the Debtors’ obligations with respect to Claims and Equity Interests shall remain unchanged and nothing contained in this Confirmation Order and the Plan shall (i) constitute or be deemed a waiver or release of any Claims against or any Equity Interests in the Debtors or any other Person, (ii) prejudice in any manner any right, remedy or claim of the Debtors or any Person in any further proceedings involving the Debtors or otherwise, or (iv) be deemed an admission against interest by the Debtors or any other Person 44. Vacatur of Confirmation Order. If a Final Order denying confirmation of

the Plan is entered, or if this Confirmation Order is vacated, then this Confirmation Order and the Plan shall be null and void in all respects, and nothing contained in this Confirmation Order and the Plan shall (a) constitute a waiver or release of any Claims against or Equity Interests in the Debtors, (b) prejudice in any manner the rights of the holder of any Claim against, or Equity Interest in, the Debtors, (c) prejudice in any manner any right, remedy or claim of the Debtors, or (d) be deemed an admission against interest by the Debtors. 45. Retention of Jurisdiction. Notwithstanding the entry of the Confirmation

Order and the occurrence of the Effective Date, and subject to applicable law, on and after the Effective Date, the Court shall have exclusive jurisdiction over all matters arising out of, and related to, the Chapter 11 Cases and this Confirmation and the Plan pursuant to, and for the purposes of, section 105(a) and section 1142 of the Bankruptcy Code and for, among other things, the purposes identified in Article XI of the Plan. 44

46.

Payment of Statutory Fees. All fees payable on or before the Effective

Date pursuant to section 1930 of title 28 of the United States Code shall be paid by the Debtors on or before the Effective Date and all such fees payable after the Effective Date shall be paid by the applicable Reorganized Debtor 47. Payment of Fees and Expenses of Restructuring Support Parties. Pursuant

to the terms of Article XII.B, the Debtors or the Reorganized Debtors shall promptly pay in Cash in full (following receipt of an appropriate invoice in reasonable detail) all reasonable and documented fees and expenses incurred by the Restructuring Support Parties in connection with the restructuring described herein that have not previously been paid. All amounts distributed and paid to the foregoing parties pursuant to this Confirmation Order and Plan shall not be subject to setoff, recoupment, reduction or allocation of any kind and shall not require the filing or approval of any fee application. 48. Payment of Fees and Expenses of the Senior Secured Notes Trustee,

Senior Notes Collateral Agent and the Senior Notes Trustee. Subject to the procedures set forth in Article XII.C of the Plan, the Debtors or the Reorganized Debtors shall promptly pay in Cash in full (following receipt of an appropriate invoice in reasonable detail) all reasonable and documented fees and expenses incurred by the Senior Secured Notes Trustee, the Senior Secured Notes Collateral Agent and the Senior Notes Trustee without the need of such parties to file fee applications with the Court. 49. Payment of First Lien Exit Facility Fees, Including Fees and Expenses of

DIP Administrative Agent and DIP Lenders. To the extent not previously paid, the Debtors and the Reorganized Debtors are hereby authorized to pay, as applicable, all fees, charges and other amounts referred to in the First Lien Exit Facility loan documentation and other unpaid fees and

45

expenses of the DIP Administrative Agent, DIP Lenders, and the First Lien Exit Facility agent in connection therewith. 50. Payment of New Secured Term Loan Fees, Including Fees and Expenses

of New Secured Term Loan Agent; To the extent not previously paid, the Debtors and the Reorganized Debtors are hereby authorized to pay, as applicable, all fees, charges and other amounts referred to in the New Secured Term Loan loan documentation and other unpaid fees and expenses of the New Secured Term Loan Agent in connection therewith. 51. A. Resolution of Objections. The Omega Objection [Docket No. 1140]. After negotiations with Omega

in connection with the Omega Objection, the Debtors, the Committee and the Restructuring Support Parties determined that it would be in the best interests of the Debtors and their Estates to settle the Omega Objection (the “Omega Settlement”). Attached hereto as Exhibit F are the terms and conditions of the Omega Settlement, which are incorporated in full herein by reference. Entry into the Omega Settlement is a reasonable exercise of the Debtors’ business judgment. The Omega Settlement is the product of extensive arm’s-length negotiations. Therefore, the Omega Settlement is fair and equitable and in the best interest of the Debtors’ estates and is approved pursuant to Bankruptcy Rule 9019. B. Objection of Local Texas Tax Authorities [Docket No. 1141].

Notwithstanding anything that may be construed to the contrary in this Confirmation Order and the Plan, solely with respect to the Claims of Bexar County and McLennan County (together, the “Local Texas Tax Authorities”), the Local Texas Tax Authorities: (i) to the extent they hold Allowed Claims, shall retain any property tax Liens that the Local Texas Tax Authorities may hold, at the priority they now hold, until all taxes, penalties and interest protected by those Liens have been paid; (ii) to the extent they hold Allowed Claims for accrued taxes for the 2011 tax 46

year, shall have such Allowed Claims timely paid pursuant to applicable nonbankruptcy law; and (iii) to the extent they hold Allowed Claims that are oversecured pursuant to section 506(b) of the Bankruptcy Code, are entitled to interest on such Allowed Claims from the Petition Date through the Effective Date, as well as from the Effective Date until such Allowed Claims are paid in full, at the statutory rate provided for under section 511 of the Bankruptcy Code and Texas Property Code § 33.01; provided, however, that nothing in this Confirmation Order and the Plan is intended as, nor shall be deemed to be, an admission by the Debtors and their Estates that the Local Texas Tax Authorities have Allowed Claims, and any and all rights, claims, counterclaims and defenses of the Debtors and their Estates, on the one hand, and the Local Texas Tax Authorities, on the other hand, with respect to the ultimate allowance (amount, classification or otherwise) of any and all Claims of the Local Texas Tax Authorities shall be reserved and preserved, and nothing included in or omitted from this Confirmation Order and the Plan shall impair, prejudice, waive or otherwise affect any such rights, claims, counterclaims and defenses. C. Objection of Travis County [Docket No. 1082]. Notwithstanding anything

that may be construed to the contrary in this Confirmation Order and the Plan, solely with respect to the Claims of Travis County, Travis County: (i) to the extent it holds Allowed Claims, shall retain any property tax Liens that Travis County may hold, at the priority it now holds, until all taxes, penalties and interest protected by those Liens have been paid; (ii) to the extent it holds Allowed Claims for accrued taxes for the 2011 tax year, shall have such Allowed Claims timely paid pursuant to applicable nonbankruptcy law; and (iii) to the extent it holds Allowed Claims that are oversecured pursuant to section 506(b) of the Bankruptcy Code, is entitled to interest on such Allowed Claims from the Petition Date through the Effective Date, as well as from the Effective Date until such Allowed Claims are paid in full, at the statutory rate provided for under 47

section 511 of the Bankruptcy Code and Texas Property Code § 33.01; provided, however, that nothing in this Confirmation Order and the Plan is intended as, nor shall be deemed to be, an admission by the Debtors and their Estates that Travis County has Allowed Claims, and any and all rights, claims, counterclaims and defenses of the Debtors and their Estates, on the one hand, and Travis County, on the other hand, with respect to the ultimate allowance (amount, classification or otherwise) of any and all Claims of Travis County shall be reserved and preserved, and nothing included in or omitted from this Confirmation Order and the Plan shall impair, prejudice, waive or otherwise affect any such rights, claims, counterclaims and defenses. D. Objection of City of Waco and Waco Independent School District [Docket

No. 652]. Notwithstanding anything that may be construed to the contrary in this Confirmation Order and the Plan, solely with respect to the Claims of City of Waco and Waco Independent School District (together, the “Waco Taxing Authorities”), the Waco Taxing Authorities: (i) to the extent they hold Allowed Claims, shall retain any property tax Liens that the Waco Taxing Authorities may hold against Estate property, at the priority they now hold, until all taxes, penalties and interest protected by those Liens have been paid; (ii) to the extent they hold Allowed Claims for accrued taxes for the 2011 tax year, shall have such Allowed Claims timely paid pursuant to applicable nonbankruptcy law; and (iii) to the extent they hold Allowed Claims that are oversecured pursuant to section 506(b) of the Bankruptcy Code, are entitled to interest on such Allowed Claims from the Petition Date through the Effective Date, as well as from the Effective Date until such Allowed Claims are paid in full, at the statutory rate provided for under section 511 of the Bankruptcy Code and Texas Property Code § 33.01; provided, however, that nothing in this Confirmation Order and the Plan is intended as, nor shall be deemed to be, an admission by the Debtors and their Estates that the Waco Taxing Authorities have Allowed Claims, and any and all rights, claims, counterclaims and defenses of the Debtors and their 48

Estates, on the one hand, and the Waco Taxing Authorities, on the other hand, with respect to the ultimate allowance (amount, classification or otherwise) of any and all Claims of the Waco Taxing Authorities shall be reserved and preserved, and nothing included in or omitted from this Confirmation Order and the Plan shall impair, prejudice, waive or otherwise affect any such rights, claims, counterclaims and defenses. E. Objection of Missouri Department of Revenue [Docket No. 1136].

Notwithstanding anything that may be construed to the contrary in this Confirmation Order and the Plan, solely with respect to the Claims of the Missouri Department of Revenue (the “MDOR”), to the extent that (i) the MDOR holds Allowed Priority Tax Claims and (ii) interest is required to be paid by the Debtors on such Allowed Priority Tax Claims pursuant to section 1129(a)(9)(C) of the Bankruptcy Code, interest shall be paid on the Allowed Priority Tax Claims of the MDOR at the statutory rate provided for under section 511 of the Bankruptcy Code; provided, however, that nothing in this Confirmation Order and the Plan is intended as, nor shall be deemed to be, an admission by the Debtors and their Estates that the MDOR has Allowed Claims, and any and all rights, claims, counterclaims and defenses of the Debtors and their Estates, on the one hand, and the MDOR, on the other hand, with respect to the ultimate allowance (amount, classification or otherwise) of any and all Claims of the MDOR shall be reserved and preserved, and nothing included in or omitted from this Confirmation Order and the Plan shall impair, prejudice, waive or otherwise affect any such rights, claims, counterclaims and defenses. F. Objection of Inland Pacific Property Services LLC [Docket No. 1134].

Notwithstanding anything that may be construed to the contrary in this Confirmation Order and the Plan, but solely with respect to any cure amounts owed pursuant to the unexpired lease by and between the Debtors and Inland Western Placentia, LLC (“Inland”) for 126 E. Yorba Linda 49

Boulevard (as may be amended, modified or supplemented from time to time, the “Inland Lease”), the Debtors shall: (i) remain obligated to perform in accordance with the terms, conditions and provisions of the Inland Lease, including, without limitation, to satisfy any obligations which have accrued under the terms, conditions and provisions of the Inland Lease as of the Effective Date but are not yet billed or due under the terms, conditions and provisions of the Lease, including, but not limited to, (a) any adjustments or reconciliations (including any year-end adjustments or reconciliations) provided for under the terms, conditions and provisions of the Inland Lease in respect of common area maintenance, insurance, taxes, and other charges and expenses that are to be paid under the terms, conditions and provisions of the Inland Lease, (b) any unbilled percentage rent (if applicable) provided for under the terms, conditions and provisions of the Inland Lease that is due and owing from the Debtors to Inland under the terms, conditions and provisions of the Inland Lease for the year in which the Effective Date occurs, and (c) any indemnification obligations provided for under the terms, conditions and provisions of the Inland Lease; and (ii) remain liable for any post-petition amounts due and owing from the Debtors to Inland under the terms, conditions and provisions of the Inland Lease from and after the date of entry of this Confirmation Order and the Effective Date, and any unpaid post-petition amounts due and owing from the Debtors to Inland under the terms, conditions and provisions of the Inland Lease from the period from and after entry of this Confirmation Order through the Effective Date shall be paid by the Debtors to Inland, in addition to the cure amount of $0.00 for the Inland Lease provided for on the Cure Payment Schedule and hereby consented to by Inland, in connection with the Debtors’ assumption of the Inland Lease, with such post-petition amounts to be paid by the Debtors to Inland on the timeframes and in the manner set forth in the terms, conditions and provisions of the Inland Lease; provided, however, that nothing included in or omitted from this Confirmation Order and the Plan (i) is intended as or shall be deemed to be an 50

amendment or modification of the terms, conditions and provisions of the Inland Lease or (ii) shall impair, prejudice, waive or otherwise affect any rights, claims, counterclaims and defenses that the Debtors and their Estates, on the one hand, and Inland, on the other hand, may have under the terms, conditions and provisions of the Inland Lease with respect to such matters, as any and all such rights, claims, counterclaims and defenses shall be reserved and preserved. G. Informal Objection of PK II Anaheim Plaza LP and Curlew Crossing S.C.,

LLC. Notwithstanding anything that may be construed to the contrary in this Confirmation Order and the Plan, but solely with respect to any cure amounts owed pursuant to (i) the unexpired lease by and between the Debtors and PK II Anaheim Plaza LP (“PK II”) for 540 N. Euclid Avenue (as may be amended, modified or supplemented from time to time, the “PK II Lease”) and (ii) the unexpired lease by and between the Debtors and Curlew Crossing S.C., LLC (together with PK II, “Kimco”) for 6610 Huntington Drive (as may be amended, modified or supplemented from time to time, and together with the PK II Lease, the “Kimco Leases”), the Debtors shall: (i) remain obligated to perform in accordance with the terms, conditions and provisions of the Kimco Leases, including, without limitation, to satisfy any obligations which have accrued under the terms, conditions and provisions of the Kimco Leases as of the entry of this Confirmation Order but are not yet billed or due under the terms, conditions and provisions of the Kimco Leases, including, but not limited to, (a) any adjustments or reconciliations (including any year-end adjustments or reconciliations) provided for under the terms, conditions and provisions of the Kimco Leases in respect of common area maintenance, insurance, taxes, and other charges and expenses that are to be paid under the terms, conditions and provisions of the Kimco Leases, (b) any unbilled percentage rent (if applicable) provided for under the terms, conditions and provisions of the Kimco Leases that is due and owing from the Debtors to Kimco under the terms, conditions and provisions of the Kimco Leases for the year in which the 51

Effective Date occurs, and (c) any indemnification obligations provided for under the terms, conditions and provisions of the Kimco Leases; and (ii) remain liable for any post-petition amounts due and owing from the Debtors to Kimco under the terms, conditions and provisions of the Kimco Leases from and after the date of entry of this Confirmation Order and the Effective Date, and any unpaid post-petition amounts due and owing from the Debtors to Kimco under the terms, conditions and provisions of the Kimco Leases from the period from and after entry of this Confirmation through the Effective Date shall be paid by the Debtors to Kimco, in addition to the aggregate cure amounts of $0.00 for the Kimco Leases provided for on the Cure Payment Schedule and hereby consented to by Kimco, in connection with the Debtors’ assumption of the Kimco Leases, with such post-petition amounts to be paid by the Debtors to Kimco on the timeframes and in the manner set forth in the terms, conditions and provisions of the Kimco Leases; provided, however, that nothing included in or omitted from this Confirmation Order and the Plan (i) is intended as or shall be deemed to be an amendment or modification of the terms, conditions and provisions of the Kimco Leases or (ii) shall impair, prejudice, waive or otherwise affect any rights, claims, counterclaims and defenses that the Debtors and their Estates, on the one hand, and Kimco, on the other hand, may have under the terms, conditions and provisions of the Kimco Leases with respect to such matters, as any and all such rights, claims, counterclaims and defenses shall be reserved and preserved. 52. Modification of the Plan. Subject to the limitations contained in this

Confirmation Order and the Plan, the Debtors (with the consent of the Restructuring Support Parties) or the Reorganized Debtors, as the case may be, may, upon order of the Court, amend or modify the Plan, in accordance with Section 1127(b) of the Bankruptcy Code. 53. Governing Law. Unless a rule of law or procedure is supplied by Federal

law (including the Bankruptcy Code and Bankruptcy Rules), the laws of the State of Delaware 52

shall govern the construction and implementation of this Confirmation Order and the Plan, any agreements, documents, and instruments executed in connection with this Confirmation Order and the Plan (except as otherwise set forth in those agreements or instruments, in which case the governing law of such agreements shall control). Corporate governance matters shall be

governed by the laws of the state of incorporation or formation of the applicable Debtor. 54. Exemption for Issuance of PMC Holding Membership Interests and New

Secured Term Loans. The issuance of the Reorganized PMC Holding Membership Interests and Distribution thereof to holders of Allowed Senior Notes Claims and Allowed General Unsecured Claims and the issuance of New Secured Term Loans to holders of Allowed Senior Secured Notes Claims under this Confirmation Order and the Plan, to the extent they are deemed securities (as defined in the Securities Act), shall be authorized and exempt from registration under the securities laws solely to the extent permitted under section 1145 of the Bankruptcy Code, as of the Effective Date without further act or action by any person, unless required by provision of the relevant governance documents or applicable law, regulation, order or rule; and all documents evidencing the same shall be executed and delivered as provided for in this Confirmation Order, the Plan or the Plan Supplement. 55. Exemption from Transfer Taxes. Pursuant to section 1146(c) of the

Bankruptcy Code, (a) the issuance, transfer or exchange under this Plan of Reorganized PMC Holding Membership Interests, corporate stock and Subsidiary Membership Interests and the security interests in favor of the administrative agent and lenders under the First Lien Exit Facility and in favor of the New Secured Term Loan Agent and lenders under the New Secured Term Loan Agreement, (b) the making or assignment of any lease or sublease, or (c) the making or delivery of any other instrument whatsoever, in furtherance of or in connection with the Plan

53

shall not be subject to any stamp, real estate transfer, mortgage, recording sales or use or other similar tax. 56. Waiver of Fourteen (14) Day Stay. Pursuant to Bankruptcy Rule 3020(e),

the fourteen-day stay of this Confirmation Order imposed thereby is hereby waived and this Confirmation Order shall be effective and enforceable immediately upon its entry. 57. Exhibits/Schedules. All exhibits (i) to this Confirmation Order and (ii) to

the Plan and the Plan Supplement, as such documents may have been amended, modified or superseded prior to the Effective Date, are incorporated into and constitute a part of this Plan as if set forth herein. For the avoidance of doubt: (i) the Cure Payment Schedule attached to this Confirmation Order as Exhibits D.1, D.2 and D.3 is intended and shall be deemed to supersede the version thereof filed with the Cure Payment Schedule Notices; and (ii) the Schedule of Rejected Contracts and Leases attached to this Confirmation Order as Exhibit C is intended and shall be deemed to supersede the version thereof filed with the Plan Supplement. 58. Binding Effect. On the date of and following entry of this Confirmation

Order and subject to the occurrence of the Effective Date, this Confirmation Order and the Plan shall be binding on and inure to the benefit of the Debtors, the holders of Claims against and Equity Interests in the Debtors, the Reorganized Debtors, any and all non-Debtor parties which are party to executory contracts or unexpired leases with any of the Debtors, and all other parties in interest in the Chapter 11 Cases, and each of their respective heirs, executors, administrators, successors, or assigns, if any. 59. Substantial Consummation. On the Effective Date, this Plan shall be

deemed to be substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code; provided, however, that nothing in this Confirmation Order and the Plan shall prevent the

54

Debtors or any other party in interest from arguing that substantial consummation of the Plan has occurred prior to the Effective Date. 60. Conflict. The terms of the Plan shall govern in the event of any

inconsistency with the summaries of the Plan set forth in the Disclosure Statement. In the event of any inconsistency or ambiguity between and among the terms of the Plan, the Plan Supplement, the Disclosure Statement, and this Confirmation Order that cannot be reconciled, the,, solely to the extent of such inconsistency, the terms of this Confirmation Order shall govern and control and any such provision of this Confirmation Order shall be deemed a modification of the Plan and shall control and take precedence. 61. Successor to the Debtors. The Reorganized Debtors shall be deemed the

successor of the Debtors under the Plan pursuant to section 1145(a) of the Bankruptcy Code. 62. Reference to and Validity and Enforceability of Plan Provisions. The

failure to reference any particular provision of the Plan or the Plan Supplement in this Confirmation Order shall not impair, prejudice, waive or otherwise affect the binding effect, enforceability or legality of such provisions, and such provisions shall have the same binding effect, enforceability or legality as every other provision of the Plan, the Plan Supplement and this Confirmation Order. Each term and provision of the Plan, as it may have been altered or interpreted by this Court, is valid and enforceable pursuant to its terms. 63. Final Order. This Confirmation Order is a final order and the period in

which an appeal must be filed shall commence upon the entry hereof. 64. Effectiveness of Order. In accordance with Bankruptcy Rules 3020(e),

6004(h) and 6006(d) (and notwithstanding any other provision of the Bankruptcy Code or the Bankruptcy Rules), this Confirmation Order shall not be stayed and shall be effective

55

immediately upon its entry. This Confirmation Order is and shall be deemed to be a separate order with respect to each Debtor for all purposes. 65. No Waiver. The failure to specifically include any particular provision of

the Plan in this Confirmation Order shall not diminish the effectiveness of such provision nor constitute a waiver thereof, it being the intent of this Court that the Plan, as supplemented by the Plan Supplement, is confirmed in its entirety and incorporated herein by this reference. 66. Headings. The headings contained within this Confirmation Order are

used for the convenience of the parties and shall not alter or affect the meaning of the text of this Confirmation Order. Date: _________, 2011 KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT A Plan

EXHIBIT B Claims Administrator – Engagement Letter

November [●], 2011 [●] [●] [PMC Holding LLC] 6075 Poplar Ave., Ste. 800 Memphis, TN 38119 Dear [●]: I am very pleased to confirm my acceptance of the appointment as Claims Administrator.1 I will perform the Services (as defined below) of Claims Administrator to the Reorganized Debtors in connection with the administration of certain claims objections and commencement of avoidance actions, with the assistance of other professionals and paraprofessionals as I believe may be needed.2 As of the Effective Date, pursuant to this engagement, and as set forth more fully in the Plan, I will provide the following services (collectively, the “Services”) to the Reorganized Debtors: 1. In the exercise of my judgment, prosecute and settle, with the consent of the Reorganized Debtors, the Assigned Avoidance Actions; 2. Review and, in the exercise of my judgment, consent to the settlement or other resolution of Avoidance Actions that are not Assigned Avoidance Actions; 3. To the extent the Reorganized Debtors do not object to certain General Unsecured Claims, subject to the conditions set forth in the Plan, and in the exercise of my judgment, object to any such General Unsecured Claims; 4. Review and, in the exercise of my judgment, consent, subject to the conditions set forth in the Plan, to the settlement of objections to General Unsecured Claims; and 5. Such other services as the Reorganized Debtors and I may agree to in writing. My statements will be rendered monthly. Each of the Reorganized Debtors will be jointly and severally liable for the statements. From time to time, I may utilize other
1

Capitalized terms used but not defined herein shall have the meanings given to such terms in (i) the Second Amended Disclosure Statement for Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (Docket No. 923) and (ii) the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (Docket No. 922).
2

My law firm, Covington & Burling LLP (“Covington”), is a limited liability partnership organized under the laws of the District of Columbia. Under this form of partnership, a partner’s personal assets are not subject to claims against the firm (and other partners) based on contracts, professional negligence or other liability unless the partner is personally liable based on his or her own conduct.

[●] November [●], 2011 Page 2

lawyers, legal assistants, and other professionals of Covington to assist me in providing the Services. Charges for these lawyers, legal assistants, and other professionals will be at Covington’s regular hourly rates in effect when the services are rendered. The Services to be rendered by me as Claims Administrator will be billed to the Reorganized Debtors at the hourly rate of $830. The hourly rates for other lawyers at Covington who may assist me in providing the Services range from $275 for junior associates to $940 for senior partners; and for legal assistants from $195 to $355. The rates for particular individuals are adjusted from time to time, usually annually. Although my hourly rate will increase to $855 on January 1, 2012, I have agreed to hold my rate at $830 for this engagement. My statements will include charges for support services incurred by the Claims Administrator, such as printing, duplicating, transcripts, computer research, telecommunications, any secretarial overtime attributable to your special needs, mail, deliveries and the like, as well as out-of-pocket costs, such as travel. Where substantial third-party payments (such as expert fees, special studies, transcripts, or any single charge of more than $1,000) are required, I may either forward the charge to you for direct payment or request advance funds to cover the cost. Further, from time to time, I may engage or utilize legal counsel other than Covington to assist me in the performance of the Services, the invoices of whom I will forward to you for direct payment. I would expect payment of my statements in full within 30 days of receipt. If you have a question regarding a particular charge or other aspect of a statement, I hope you will raise it with me, but I would expect timely payment of the portion not subject to question. I reserve the right to charge interest on any portion of a statement that is not paid on time. If any statement remains unpaid for more than 90 days, I may cease performing services until satisfactory arrangements have been made for payment of outstanding statements and payment of future statements. In accordance with New York requirements, I must advise you that in the event of a fee dispute relating to services rendered in the State of New York, you may have the right to elect to submit the dispute to arbitration under Part 137 of the Rules of the Chief Administrator of the New York courts. Except as disclosed below, Covington’s records reveal no existing representation of another client on any matter adverse to the Reorganized Debtors. Our records also reveal no existing representation in another matter of another client that is an adverse party to you in this matter. Without your prior consent, Covington will not undertake any adverse representation in the future that is substantially related to my role as Claims Administrator. As you know, Covington represents Wells Fargo & Company, The Bank of New York Mellon Trust Company, and Wilmington Trust Company, and/or certain of their respective affiliates in matters unrelated to my role as Claims Administrator. I

[●] November [●], 2011 Page 3

understand that this engagement will not require the Claims Administrator to be adverse to any of the foregoing. In the event any legal action or other proceeding is required to be initiated or prosecuted against any of the foregoing, neither I nor Covington would be able to do so. In addition, I am informed that one of my partners is a limited partner in two partnerships of Castle Harlan, Inc. However, that partner will not be involved in my role as Claims Administrator. You consent to Covington representing (i) as clients, in other matters in which they are not adverse to you, parties who are adverse to you in matters in which we do represent you, and (ii) in business transactions, counseling, litigation, legislation, or other matters in which they are adverse to you, provided that any such matter has no substantial relationship to my role as Claims Administrator. This letter is terminable only upon the written consent of me and the Reorganized Debtors. In the event that this letter is terminated, regardless of the reasons for such termination, I will cooperate with the Reorganized Debtors to maintain an orderly transfer of all records, data, and information, or otherwise, related to the Services, and provide all necessary staff, services, and assistance required for an orderly transfer. The Reorganized Debtors agree to compensate me for such transition services in accordance with the rates set forth above. Please acknowledge the above by signing and returning a copy of this letter. Should you have any questions regarding the foregoing, please do not hesitate to contact me.

Sincerely,

Michael St. Patrick Baxter

AGREED TO: [PMC HOLDING LLC] Date:____________________________ By: _____________________________ [●]

EXHIBIT C Schedule of Rejected Contracts and Leases

EXHIBITS D.1, D.2 and D.3 Cure Payment Schedule

EXHIBIT E Notice of Confirmation and Effective Date

EXHIBIT F Omega Settlement – Terms and Conditions