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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, 935, and 1204

CERTIFICATION OF COUNSEL REGARDING 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 On October 31, 2011, this Court held a hearing (the “Confirmation Hearing”) to consider confirmation of 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, and as supplemented by the Plan Supplement, the “Plan”),2 filed by Perkins & Marie Callender’s Inc. (f/k/a The Restaurant Company) (“PMCI”) and its above-captioned affiliated debtor entities (collectively, with PMCI, the “Debtors”). At the Confirmation Hearing, the undersigned counsel to the Debtors represented to the Court that each of the objections to confirmation of the Plan have been resolved by the Debtors and the respective objecting parties (collectively, the “Plan Respondents”), the resolution of which is contained in the Revised Proposed Confirmation Order (as hereinafter
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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070242.1001

defined). The undersigned counsel further represented to the Court that each of the objections and the informal responses to the Debtors’ 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 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] have been consensually resolved with the objecting party (together with the Plan Respondents, collectively, the “Respondents”). At the conclusion of the Confirmation Hearing, among other things, the Court ruled that the Plan should be confirmed pursuant to section 1129 of the Bankruptcy Code. In light of the foregoing, attached hereto as Exhibit 1 is the Debtors’ revised 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 “Revised Proposed Confirmation Order”). For ease of reference, attached hereto as Exhibit 2 is a copy of the Revised Proposed Confirmation Order marked against the proposed form of order filed with the Court on October 27, 2011 [Docket No. 1243]. The Debtors submit that the Revised Proposed Confirmation Order is appropriate and consistent with the related discussions between the Debtors and the Creditors’ Committee, the Restructuring Support Parties, Wells Fargo Capital Finance, LLC, and the Respondents, which have each consented to the entry of the Revised Proposed Confirmation Order.

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Accordingly, the Debtors respectfully request the Court to enter the Revised Proposed Confirmation Order, attached hereto as Exhibit 1, at the earliest convenience of the Court without further notice or hearing. Dated: November 1, 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

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01: 11563642.1 070242.1001

EXHIBIT 1 Revised Proposed Confirmation Order

01: 11563642.1

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 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, and as supplemented by the Plan Supplement (as hereinafter defined), the “Plan”),2 and (ii) the “Second

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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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”); 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 in the Disclosure Statement Order), the 2

Notice of Non-Voting Status (as defined in the Disclosure Statement Order), the Disclosure Statement, and the Plan; and 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 3

responses to the Cure Payment Schedule Notices 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 (collectively, the “Cure Objections/Responses”), within the time prescribed by the Disclosure Statement Order; and each of the Cure Payment Objections/Responses 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” [Docket No. 1240] (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” [Docket No. 1239] (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” [Docket No. 1238] (the “Voting 4

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” [Docket No. 1245] (the “Joint 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” [Docket No. 1243] (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, 10/14/11], and (ix) Local Texas Tax Authorities’ Objection to Confirmation of Debtors’ Second 5

Amended Joint Plan of Reorganization [Docket No. 1141, 10/14/11] (collectively, the “Plan Objections”). Each of the Plan Objections have been resolved by the Debtors and the respective objecting parties, the resolution of which is contained in this Confirmation Order; and The Confirmation Hearing was held before this Court 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, the 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 in these Chapter 11 Cases; 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
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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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Court was proper as of the Petition Date and continues to be proper as of the date hereof pursuant 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. The Solicitation Packages (as defined in the

Disclosure Statement Order) and the Notices of Non-Voting Status (as defined in the Disclosure Statement Order) 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 Non-Voting Status was adequate and sufficient. Affidavits of Service evidencing such actual notice were filed with the Court on September 27, 2011 [Docket Nos. 1043, 1044, 1045 and 1046] (the “Solicitation Package Affidavits of Service”). 7

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 (as defined in the Disclosure Statement Order), the Notice of Non-Voting Status (as defined in the Disclosure Statement Order), and the Cure Payment Schedule Notices 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 of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (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 8

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 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 release 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, 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. 9

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 parties 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 Court that was entered pursuant to section 365 of the Bankruptcy Code prior to confirmation of the Plan. The Debtors have provided due, adequate and sufficient notice of the proposed assumption and proposed cure amounts to applicable third parties and for

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procedures for objecting thereto and resolution of disputes by the Bankruptcy Court in compliance with Article VIII of the Plan and the Disclosure Statement Order. 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 (the “Securities Act”), 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, as amended 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 known 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 (ii) 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 and Master 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) of the Bankruptcy Code. Furthermore, the Plan is the product of extensive, arms’length negotiations among the Debtors, the Creditors’ Committee, the Restructuring Support 15

Parties, the Pre-Petition 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 known and determined, and will provide requisite disclosure regarding proposed managers and officers 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 Class 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 17

Class 8 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 XII.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.E 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. respects. 2. Confirmation of the Plan. The Plan, a copy of which is annexed hereto as Solicitation. IS HEREBY ORDERED, ADJUDGED,

The solicitation of the Plan is hereby approved in all

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 and the Cure Payment Schedule Notices, including without limitation, the Plan Objections and the Cure Objections/Responses, 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 and the Master 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 that 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) and this Confirmation Order 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 23

longer period as 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 postPetition 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 order [Docket No. 174] (the “Bar Date Order”) establishing the deadline for filing Proofs of Claim and the form and manner thereof) 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 24

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 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, the Debtors’ Counsel shall be authorized, as and to the extent authorized and requested by the Debtors and/or 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’ Counsel their reasonable and documented fees and expenses incurred in connection with such services that are authorized and requested by the Debtors and/or 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 25

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, 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 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 holders of Claims and Interests and is approved in all respects. Reorganized PMCI, as borrower, and the other Reorganized Debtors, as guarantors, 26

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, 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 Lenders 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

27

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. 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, 28

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 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 are 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 29

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 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 30

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. 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, 31

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 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 pursuant to prior order(s) of this Court, (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 such schedulemay 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 (as such schedule may be amended at any time on or prior to the Effective Date) 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 32

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). 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 Notices 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 Notices had five (5) Business Days from the service of the Cure Payment Schedule Notices to object in writing to the proposed cure amounts listed by the Debtors for such executory contracts and leases. 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 33

non-Debtor parties to any executory contract or unexpired lease to be assumed pursuant to this Confirmation Order and Article 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) (collectively, 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. Amended. A. The assumption of any of the executory contracts and unexpired leases set Assumption of Certain Executory Contracts and Unexpired Leases As

forth on Exhibit D.2 attached hereto (collectively, the “Pending Contracts and Leases”) is 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 attached hereto may be rejected by the Debtors at any time on or prior to the Effective Date, subject to the consent of the Restructuring 34

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 the Debtors’ satisfaction of the Cure Amounts set forth on Exhibit D.2 attached hereto. 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 attached hereto (collectively, the “Assumed Amended Contracts and Leases”) upon the Debtors’ satisfaction of the Cure Amounts set forth on Exhibit D.3 attached hereto. C. Pursuant to section 363(b) of the Bankruptcy Code, the Debtors (i) are

authorized, in their discretion, 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 attached hereto, 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, except for any such Claims on account of an executory contract or unexpired lease rejected pursuant to Article VIII.B of the Plan. Any 35

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 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 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 all be deemed to be, and shall all 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, plans, policies and programs shall survive the Effective Date; provided, however, such agreements, plans, policies and programs, and any and all rights and entitlements thereunder, shall not be deemed adversely affected as a result of the commencement of the Debtors’ Chapter 11 Cases; further, provided, however, that the foregoing shall be without prejudice to the Reorganized Debtors’ rights under applicable nonbankruptcy law to modify, amend, or terminate the foregoing arrangements, on or after the Effective Date, in accordance and compliance with the terms and provisions of all such agreements, plans, policies and programs. 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 36

deemed to be, and shall be treated as though it is, “executory”, and on the Effective Date, the 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 37

Debtors (or on or after the Effective Date, the Reorganized Debtors) from any valid debt or other 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 Person 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 Person 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 that 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 CHI 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 Dates established in this Confirmation Order, including, without limitation, the Administrative Claim Bar Date and the Fee Claim 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 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

43

particular circumstances and no other or further notice is necessary or required pursuant to Bankruptcy Rules 3020(c) and 2002(f). 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 Order and the Plan pursuant to, and for 44

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. 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 45

amounts referred to in the First Lien Exit Facility loan documentation and other unpaid fees and 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. Avoidance Action Recovery Pool. Notwithstanding anything to the

contrary set forth in the Plan and this Confirmation Order, for purposes of the Plan and this Confirmation Order, the definition of “Avoidance Action Recovery Pool” in the Plan shall be deemed amended to mean “45% of the net Cash proceeds of any Avoidance Actions recovered by the Reorganized Debtors or the Claims Administrator, which net Cash proceeds shall be held in an account to be established by the Reorganized Debtors”. 52. 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. 46

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 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, 47

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 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 48

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 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 49

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 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 50

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 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 2375 Curlew 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 51

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 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 Order 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

52

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. H. Objection of IRS [Docket No. 1132]. Notwithstanding any provision to

the contrary in the Plan, this Confirmation Order, and any implementing Plan documents (collectively, the “Documents”), nothing shall: (1) affect the ability of the Internal Revenue Service (the “IRS”) to pursue any non-Debtors to the extent allowed by applicable nonbankruptcy law for any liabilities that may be related to any federal tax liabilities owed by the Debtors or the Debtors’ Estates; (2) affect the rights of the IRS to assert setoff rights, as set forth in the Bankruptcy Code, and recoupment rights, and such rights are expressly preserved; (3) discharge any debt of the IRS of the kind described in section 1141(d)(6) of the Bankruptcy Code; or (4) require the IRS to file a claim or request for payment with the Court on account of a claim of the kind described in sections 503(b)(1)(B) and (C) of the Bankruptcy Code. To the extent that (i) the IRS 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 from the Effective Date on the Allowed Priority Tax Claims of the IRS at the statutory rate provided for under section 511 of the Bankruptcy Code. To the extent the IRS holds Allowed Administrative Claims, such Allowed Administrative Claims shall accrue interest and penalties to the extent provided for by applicable nonbankruptcy law until such Allowed Administrative Claims are paid in full. The Court shall retain jurisdiction, but not exclusive jurisdiction, over any IRS Claims and issues arising therefrom to the extent allowed by applicable non-bankruptcy law. Notwithstanding anything that may be construed to the contrary in this paragraph or the Documents, nothing in this paragraph or the Documents is intended as, nor shall be deemed to be, an admission by the Debtors and their Estates that the IRS has Allowed Claims, and any and all rights, claims, counterclaims and 53

defenses of the Debtors and their Estates, on the one hand, and the IRS, on the other hand, with respect to the ultimate allowance (amount, classification or otherwise) of any and all Claims of the IRS shall be reserved and preserved, and nothing included in or omitted from this paragraph and the Documents shall impair, prejudice, waive or otherwise affect any such rights, claims, counterclaims and defenses. I. Objection of The Macerich Company and Watt Management Company

[Docket No. 1133]. Notwithstanding anything that may be construed to the contrary in this Confirmation Order and the Plan, solely with respect to (i) the unexpired lease by and between the Debtors and Macerich Lakewood, LLC (“Macerich”) for 4419 Candlewood Street (as may be amended, modified or supplemented from time to time, the “4419 Candlewood Lease”), (ii) the unexpired lease by and between the Debtors and Macerich for 4771 Candlewood Street (as may be amended, modified or supplemented from time to time, the “4771 Candlewood Lease”), and (iii) the unexpired lease by and between the Debtors and Watt Commercial Company (“Watt,” and together with Macerich, “Macerich/Watt”) for 5711 E. La Palma Avenue (as may be amended, modified or supplemented from time to time, the “La Palma Lease,” and collectively with the 4419 Candlewood Lease and the 4771 Candlewood Lease, the “Macerich/Watt Leases”), in the event that the Macerich/Watt Leases are assumed pursuant to the Plan and this Confirmation Order, the Debtors shall: (i) remain obligated to perform in accordance with the terms, conditions and provisions of the Macerich/Watt Leases, including, without limitation, to satisfy any obligations which have accrued under the terms, conditions and provisions of the Macerich/Watt Leases as of the entry of this Confirmation Order but are not yet billed or due under the terms, conditions and provisions of the Macerich/Watt 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 Macerich/Watt 54

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 Macerich/Watt Leases, (b) any unbilled percentage rent (if applicable) provided for under the terms, conditions and provisions of the Macerich/Watt Leases that is due and owing from the Debtors to Macerich/Watt under the terms, conditions and provisions of the Macerich/Watt Leases for the year in which the Effective Date occurs, and (c) any indemnification obligations provided for under the terms, conditions and provisions of the Macerich/Watt Leases; and (ii) remain liable for any post-petition amounts due and owing from the Debtors to Macerich/Watt under the terms, conditions and provisions of the Macerich/Watt 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 Macerich/Watt under the terms, conditions and provisions of the Macerich/Watt Leases from the period from and after entry of this Confirmation Order through the Effective Date shall be paid by the Debtors to Macerich/Watt, in addition to the cure amounts of $9,962.13, $1,500.00, and $1,642.05 for the 4419 Candlewood Lease, the 4771 Candlewood Lease, and the La Palma Lease, respectively, provided for on the Cure Payment Schedule and hereby consented to by Macerich/Watt, in connection with the Debtors’ assumption of the Macerich/Watt Leases, with such post-petition amounts to be paid by the Debtors to Macerich/Watt on the timeframes and in the manner set forth in the terms, conditions and provisions of the Macerich/Watt 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 Macerich/Watt 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 Macerich/Watt, on the other hand, may have under the terms, conditions and provisions of the Macerich/Watt Leases with 55

respect to such matters, as any and all such rights, claims, counterclaims and defenses shall be reserved and preserved. With respect to the $1,642.05 cure amount for the La Palma Lease identified above and provided for on the Cure Payment Schedule, Watt reserves all rights to assert (and the Debtors and their Estates reserve all rights to oppose) that such cure amount must include an additional $12,301.88 (the “Potential Additional Watt Cure Amount”) that Watt alleges in its objection [Docket No. 1133] is outstanding from the Debtors and their Estates on account of a “2010 CAM Reconciliation” for the La Palma Lease, which Potential Additional Watt Cure Amount the Debtors allege was previously satisfied on or about March 4, 2011, pursuant to check number 223391 made payable from the Debtors to “Watt Family Properties, Inc.” In the event the Debtors and Watt are unable to consensually resolve the dispute regarding the Potential Additional Watt Cure Amount within two (2) business days of the Confirmation Date, the Debtors shall be authorized to contact the Court to schedule a hearing for the Court to promptly consider such dispute. J. The Tri-State Objections [Docket Nos. 1131 and 1221]. After

negotiations with Tri-State House of Pancakes, Inc. (“Tri-State”) in connection with the Tri-State Objection and the Tri-State Cure 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 Tri-State Objection and the Tri-State Cure Objection (the “Tri-State Settlement”). Attached hereto as Exhibit G are the terms and conditions of the Tri-State Settlement, which are incorporated in full herein by reference. Entry into the Tri-State Settlement is a reasonable exercise of the Debtors’ business judgment. The Tri-State Settlement is the product of arm’slength negotiations. Therefore, the Tri-State Settlement is fair and equitable and in the best interest of the Debtors’ Estates and is approved pursuant to Bankruptcy Rule 9019.

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53.

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. 54. 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 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. 55. 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. 56. 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 57

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 shall not be subject to any stamp, real estate transfer, mortgage, recording sales or use or other similar tax. 57. 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. 58. 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 Confirmation Order 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. 59. 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 58

in interest in the Chapter 11 Cases, and each of their respective heirs, executors, administrators, successors, or assigns, if any. 60. 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 Debtors or any other party in interest from arguing that substantial consummation of the Plan has occurred prior to the Effective Date. 61. 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. 62. 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. 63. 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.

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64.

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. 65. 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 to the contrary), this Confirmation Order shall not be stayed and shall be effective 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. 66. 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. 67. 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

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11

PERKINS & MARIE CALLENDER’S INC.,1 et al., Case No. 11-11795 (KG) Jointly Administered Debtors.

DEBTORS’ SECOND AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE TROUTMAN SANDERS LLP Mitchel H. Perkiel (admitted pro hac vice) Hollace T. Cohen (admitted pro hac vice) Brett D. Goodman (admitted pro hac vice) The Chrysler Building 405 Lexington Avenue, 7th Floor New York, NY 10174 Telephone: (212) 704-6000 Facsimile: (212) 704-6288 YOUNG CONAWAY STARGATT & TAYLOR, LLP Robert S. Brady (DE Bar No. 2847) Robert F. Poppiti, Jr. (DE Bar No. 5052) The Brandywine Building 1000 West Street, 17th Floor Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253

Dated:

September 9, 2011 Wilmington, Delaware

1

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.

TABLE OF CONTENTS Page

I. DEFINITIONS AND CONSTRUCTION OF TERMS ........................................................ 3 A. B. A. B. Definitions.............................................................................................................. 3 Interpretation, Application of Definitions and Rules of Construction. ................ 22 General Rules of Classification. .......................................................................... 22 Classification of Claims and Interests.................................................................. 23

II. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS..................................... 22

III. TREATMENT OF ADMINISTRATIVE CLAIMS, PROFESSIONAL FEE CLAIMS, PRIORITY TAX CLAIMS AND DIP FINANCING CLAIMS .............. 24 A. B. C. D. E. A. B. C. D. E. F. G. H. I. J. Administrative Claims. ........................................................................................ 24 Bar Date for Administrative Claims. ................................................................... 24 Professional Fee Claims. ...................................................................................... 25 Priority Tax Claims. ............................................................................................. 25 DIP Financing Claims. ......................................................................................... 25 Class 1 — Other Priority Claims. ........................................................................ 26 Class 2 — Other Secured Claims......................................................................... 26 Class 3 — Senior Secured Notes Claims. ............................................................ 27 Class 4 — Senior Notes Claims. .......................................................................... 27 Class 5 — General Unsecured Claims. ................................................................ 28 Class 6 — Convenience Claims........................................................................... 29 Class 7 — Intercompany Claims. ........................................................................ 29 Class 8 — Subordinated Claims. ......................................................................... 29 Class 9A — Equity Interests in PMC Holding and PMCI................................... 30 Class 9B — Equity Interests in the Other Subsidiary Debtors. ........................... 30

IV. TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS ................... 26

V. PROVISIONS REGARDING CORPORATE GOVERNANCE OF THE REORGANIZED DEBTORS ....................................................................................... 30 A. B. C. D. E. F. G. Amendments to Corporate Formation and Governance Documents. .................. 30 New Charter Documents. ..................................................................................... 31 Appointment of Officers and Managers. ............................................................. 31 Powers of Officers. .............................................................................................. 32 Management of Reorganized Debtors. ................................................................ 32 Management Incentive Plan. ................................................................................ 33 PMC Holding LLC Agreement. ........................................................................... 33

VI. LIMITED CONSOLIDATION FOR VOTING, CONFIRMATION, AND DISTRIBUTION PURPOSES ...................................................................................... 34 VII. PROVISIONS REGARDING MEANS OF IMPLEMENTATION, VOTING, DISTRIBUTIONS, AND RESOLUTION OF DISPUTED CLAIMS ....................... 35 -i-

TABLE OF CONTENTS (continued) Page A. B. C. D. E. F. G. H. I. J. K. L. A. B. C. D. E. F. G. A. B. C. D. E. F. G. H. I. J. A. B. C. D. E. F. G. Exit Financing. ..................................................................................................... 35 Issuance of Reorganized PMC Holding Membership Interests. .......................... 35 New Intercreditor Agreement. ............................................................................. 36 Avoidance Actions. .............................................................................................. 36 Restructuring Transactions. ................................................................................. 37 Corporate Action. ................................................................................................. 38 Effectuating Documents; Further Transactions. .................................................. 38 Cancellation of Securities and Agreements. ........................................................ 38 Voting of Claims. ................................................................................................. 39 Nonconsensual Confirmation............................................................................... 39 Distributions in Respect of Allowed Claims. ...................................................... 39 Resolution of Disputed Claims. ........................................................................... 43 Assumption and Rejection of Executory Contracts and Unexpired Leases. ....... 45 Limited Extension of Time to Reject. .................................................................. 46 Cure. ..................................................................................................................... 46 Rejection Damage Claims.................................................................................... 46 Benefit Plans. ....................................................................................................... 46 Assumption of ACE Insurance Program.............................................................. 47 Assumption of Indemnification Obligations. ....................................................... 48 Continued Corporate Existence. .......................................................................... 48 Vesting of Assets. ................................................................................................ 48 Preservation of Causes of Action. ........................................................................ 49 Discharge of the Debtors. .................................................................................... 49 Releases by the Debtors of Certain Parties. ......................................................... 50 Releases by Non-Debtors. .................................................................................... 50 Exculpation. ......................................................................................................... 51 Injunction. ............................................................................................................ 52 Term of Bankruptcy Injunction or Stays. ............................................................ 52 Preservation of Insurance. .................................................................................... 52 Conditions Precedent to Confirmation................................................................. 52 Conditions Precedent to the Effective Date. ........................................................ 53 Waiver of Conditions. .......................................................................................... 54 Notice of Confirmation and Effective Date. ........................................................ 54 Effect of Failure of Conditions. ........................................................................... 54 Vacatur of Confirmation Order. ........................................................................... 54 Revocation, Withdrawal, Modification or Non-Consummation.......................... 54

VIII. EXECUTORY CONTRACTS AND UNEXPIRED LEASES ..................................... 45

IX. EFFECT OF CONFIRMATION OF THIS PLAN .......................................................... 48

X. EFFECTIVENESS OF THIS PLAN ................................................................................... 52

XI. RETENTION OF JURISDICTION .................................................................................. 55 -ii-

TABLE OF CONTENTS (continued) Page XII. MISCELLANEOUS PROVISIONS................................................................................. 56 A. B. C. D. E. F. G. H. I. J. K. L. M. N. O. P. Q. R. S. T. U. V. EXHIBIT A EXHIBIT B Payment of Statutory Fees. .................................................................................. 56 Payment of Fees and Expenses of Restructuring Support Parties. ...................... 56 Payment of Fees and Expenses of the Senior Secured Notes Trustee, Senior Secured Notes Collateral Agent and the Senior Notes Trustee. ............... 56 Modification of this Plan. .................................................................................... 57 Dissolution of Creditors’ Committee. .................................................................. 57 Votes Solicited in Good Faith. ............................................................................. 57 Administrative Claims Incurred After the Effective Date. .................................. 58 Request for Expedited Determination of Taxes. .................................................. 58 Governing Law. ................................................................................................... 58 Filing or Execution of Additional Documents. .................................................... 58 Exemption From Transfer Taxes. ........................................................................ 58 Exemption for Issuance of PMC Holding Membership Interests and New Secured Term Loans. ........................................................................................... 59 Waiver of Federal Rule of Civil Procedure 62(a). ............................................... 59 Exhibits/Schedules. .............................................................................................. 59 Notices. ................................................................................................................ 59 Plan Supplement. ................................................................................................. 60 Further Actions; Implementations. ...................................................................... 60 Severability. ......................................................................................................... 60 Entire Agreement. ................................................................................................ 60 Binding Effect. ..................................................................................................... 61 Substantial Consummation. ................................................................................. 61 Conflict. ............................................................................................................... 61 New Secured Term Loan Agreement Term Sheet PMC Holding LLC Agreement Term Sheet

-iii-

INTRODUCTION Perkins & Marie Callender’s Inc., Perkins & Marie Callender’s Holding Inc., Perkins & Marie Callender’s Realty LLC, Perkins Finance Corp., Wilshire Restaurant Group LLC, PMCI Promotions LLC, Marie Callender Pie Shops, Inc., Marie Callender Wholesalers, Inc., MACAL Investors, Inc., MCID, Inc., Wilshire Beverage, Inc. and FIV Corp., the abovecaptioned debtors and debtors in possession, propose the following second amended joint plan of reorganization under section 1121(a) of the Bankruptcy Code.2 The Debtors’ Chapter 11 Cases are being jointly administered pursuant to an order of the Court, and this Plan is being presented as a joint plan of reorganization of the Debtors. Claims against, and Interests in, the Debtors (other than Administrative Claims, Professional Fee Clams, Priority Tax Claims, and DIP Financing Claims) are classified in Article II hereof and treated in Article IV hereof. Reference is made to the Disclosure Statement accompanying this Plan, including the exhibits thereto, for a discussion of the Debtors’ history, business, properties, financial projections of future operations, and risk factors, together with a summary and analysis of this Plan. All Claim and Interest holders entitled to vote on this Plan are encouraged to review the Disclosure Statement and to read this Plan carefully before voting to accept or reject this Plan. NO SOLICITATION MATERIALS, OTHER THAN THE DISCLOSURE STATEMENT AND RELATED MATERIALS TRANSMITTED THEREWITH AND APPROVED BY THE COURT, HAVE BEEN AUTHORIZED BY THE COURT FOR USE IN SOLICITING ACCEPTANCES OR REJECTIONS OF THIS PLAN.

2

Capitalized terms used in this Introduction shall have the meanings ascribed to them below.

2

I. DEFINITIONS AND CONSTRUCTION OF TERMS A. Definitions.

Unless otherwise defined herein, or the context otherwise requires, the following terms shall have the respective meanings set forth below: ACE Companies means, collectively, ACE American Insurance Company, Pacific Employers Insurance Company, Indemnity Insurance Company of North America, ACE Fire Underwriters Insurance Company, ACE Property and Casualty Insurance Company, Century Indemnity Company, Illinois Union Insurance Company, ACE Bermuda Insurance Ltd. and ESIS, Inc., and each of their respective affiliates. means all insurance policies and all agreements, documents or instruments relating thereto including, without limitation, claims servicing agreements, that have been issued or entered into by the ACE Companies (or any of them) to or with one or more of the Debtors and their respective predecessors and/or affiliates. means a Claim for costs and expenses of administration of the Estates pursuant to sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actual and necessary costs and expenses incurred after the Petition Date and through the Effective Date of preserving and operating the Estates; (b) any indebtedness or obligations incurred or assumed by the Debtors in Possession in connection with the conduct of their businesses, including for wages, salaries, or commissions for services, and payments for goods and other services and leased premises; and (c) all fees and charges assessed against the Estates pursuant to section 1930 of chapter 123 of title 28 of the United States Code. means the first Business Day that is thirty (30) days after the Effective Date. means, with reference to any Claim, (a) any Claim against any of the Debtors that has been listed by the Debtors in the Schedules, as such Schedules may be amended by the Debtors from time to time in accordance with Bankruptcy Rule 1009, as liquidated in amount and not disputed or

ACE Insurance Program

Administrative Claim

Administrative Claims Bar Date Allowed

3

contingent, and with respect to which no contrary Proof of Claim has been filed, (b) any Claim specifically allowed under this Plan, (c) any Claim that is not Disputed by the Claims Objection Deadline, or (d) any Claim the amount or existence of which, if Disputed, (i) has been determined by a Final Order of a court of competent jurisdiction other than the Court, or (ii) has been allowed by Final Order of the Court; provided, however, that any Claims allowed solely for the purpose of voting to accept or reject this Plan pursuant to an order of the Court shall not be considered “Allowed Claims” hereunder. Assigned Avoidance Actions means the Causes of Action pursuant to chapter 5 of the Bankruptcy Code that the Claims Administrator shall be granted standing to investigate and prosecute (co-extensive with the right of the Reorganized Debtors to investigate and prosecute such Causes of Action), and that are identified on the schedule of Assigned Avoidance Actions filed in connection with the Plan Supplement, which schedule shall be acceptable to the Debtors, the Restructuring Support Parties and the Creditors’ Committee. means 20% of the net Cash proceeds of any Avoidance Actions recovered by the Reorganized Debtors or the Claims Administrator, which net Cash proceeds shall be held in an account to be established by the Reorganized Debtors. means any Causes of Action pursuant to chapter 5 of the Bankruptcy Code, including the Assigned Avoidance Actions. means each of the ballot forms distributed with the Disclosure Statement to each holder of an Impaired Claim (other than to holders not entitled to vote on this Plan) for, among other things, voting on the acceptance or rejection of this Plan. means title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as in effect on the date hereof. means the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 of title 28 of the United States Code, and the local rules of the Court, as the context may require.

Avoidance Action Recovery Pool

Avoidance Actions

Ballots

Bankruptcy Code Bankruptcy Rules

4

Bar Date

means, in the case of an Administrative Claim, the Administrative Claims Bar Date; and, in any other case, the applicable “bar date” as may have been established therefor by the Court by a Final Order. means any day on which commercial banks are open for business, and not authorized to close, in the City of New York, New York, except any day designated as a legal holiday by Bankruptcy Rule 9006(a). means legal tender of the United States of America. means the election as provided on the Ballot by a Cash Eligible Claimant who holds a Senior Note Claim to receive Cash in an amount equal to (a) the lesser of (i) 14% of such holder’s Allowed Senior Notes Claim or (ii) such holder’s Pro Rata share of the Cash Cap Amount; plus (b) such holder’s Pro Rata share of the Avoidance Action Recovery Pool. means $7.0 million; provided, however, that the Cash Cap Amount will be increased by an amount equal to 14% of the total aggregate amount of Allowed Specified General Unsecured Claims that do not make the Class 5 Equity Election, to the extent applicable. Upon completion of distributions made to holders of Allowed Class 5 General Unsecured Claims and Allowed Class 4 Senior Notes Claims that make the Cash Election, any unnecessary reserve established by the Reorganized Debtors to fund such payments shall revert to the Reorganized Debtors. means a holder of (i) a General Unsecured Claim in an amount $5 million or less or (ii) a Senior Notes Claim in an amount of $5 million or less; provided, however, that, the holder of an Allowed General Unsecured Claim or Senior Notes Claim in the amount of more than $5 million may irrevocably elect to reduce that Claim to an amount of $5 million or less and thereby be considered a Cash Eligible Claimant; provided, further, however, that, without the prior written consent of the Debtors (with the consent of the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld)), any Claim that is Allowed in the amount of more than $5 million may not be subdivided into multiple General Unsecured Claims or Allowed Senior Notes Claims for the purpose of determining whether the holder of such Claim is a Cash

Business Day

Cash Cash Election

Cash Cap Amount

Cash Eligible Claimant

5

Eligible Claimant; provided, further, however, that in the event a holder of an Allowed General Unsecured Claim or an Allowed Senior Notes Claim holds multiple Allowed General Unsecured Claims or Allowed Senior Notes Claims against the Debtors, such Allowed General Unsecured Claims or Allowed Senior Notes Claims shall not be aggregated for purposes of determining whether such holder of an Allowed General Unsecured Claim or Allowed Senior Notes Claim is a Cash Eligible Claimant. Causes of Action means any and all actions, proceedings, causes of action, suits, accounts, demands, controversies, agreements, promises, rights to legal remedies, rights to equitable remedies, rights to payment, and claims, whether known, unknown, reduced to judgment, not reduced to judgment, liquidated, unliquidated, fixed, contingent, non-contingent, matured, unmatured, now-owned, hereafter acquired, disputed, undisputed, secured, or unsecured, and whether asserted or assertable directly or derivatively in law, equity, or otherwise, including any causes of action arising under sections 510, 544, 547, 548, 549, 550, 551 or any other section of the Bankruptcy Code, unless otherwise waived or released by the Debtor(s), with the consent of the Restructuring Support Parties (and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld), but only to the extent related to Avoidance Actions), or by the Reorganized Debtor(s) to the extent such Cause of Action is a Cause of Action held by one or more Debtors or Reorganized Debtors. means the chapter 11 cases commenced by the Debtors. means Castle Harlan, Inc. means (i) the Agreement dated September 21, 2005 among CHI, The Restaurant Holding Corporation, PMCI (f/k/a The Restaurant Company), TRC Holding Corp. and TRC Holding LLC, and (ii) the Agreement dated November 12, 1999 among CHI, Wilshire Restaurant Group LLC and Marie Callender Pie Shops, Inc. means any claim, as such term is defined in section 101(5) of the Bankruptcy Code. means Omni Management Group, LLC or any successor

Chapter 11 Cases CHI CHI Management Agreements

Claim Claims Agent

6

thereto. Claims Administrator means the Person appointed by the Debtors on the Effective Date at the direction of the Creditors’ Committee, which Person shall be acceptable to the Restructuring Support Parties. means, as applicable (except for Administrative Claims and Professional Fee Claims): (a) the day that is the later of (i) the first business day that is sixty (60) days after the Effective Date, or (ii) as to Proofs of Claim filed after the applicable Bar Date, the first Business Day that is at least thirty (30) days after a Final Order is entered deeming the late filed claims to be treated as timely filed; or (b) such later date as may be established by the Court upon a motion by the Reorganized Debtors, without any further notice to other parties-in-interest. means a group of Claims or Equity Interests as classified under this Plan. means the election as provided on the Ballot by a holder of an Allowed General Unsecured Claim that is a Cash Eligible Claimant to receive its Pro Rata share of Reorganized PMC Holding Membership Interests. means any property or interest in property of the Debtors’ Estates subject to a Lien to secure the payment or performance of a Claim, which Lien has not been avoided or is not subject to avoidance under the Bankruptcy Code or otherwise invalid under the Bankruptcy Code or applicable state law. means the date on which the Confirmation Order is entered by the Court, but in no event later than November 8, 2011; provided, however, that such date may be extended by the Debtors with the consent of the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld). means the hearing conducted by the Court to consider confirmation of this Plan pursuant to section 1128 of the Bankruptcy Code, as it may be adjourned or continued from time to time. means the order entered by the Court confirming this Plan pursuant to section 1129 of the Bankruptcy Code.

Claims Objection Deadline

Class Class 5 Equity Election

Collateral

Confirmation Date

Confirmation Hearing

Confirmation Order

7

Convenience Claim Amount Convenience Claims

means $2,500. means any Claim that would otherwise be a General Unsecured Claim that is Allowed in the Convenience Claim Amount or less, including a Claim that would otherwise be a General Unsecured Claim that would be Allowed in an amount greater than the Convenience Claim Amount but which is reduced to the Convenience Claim Amount or less by an irrevocable written election of the holder of such Claim delivered to the Debtors, provided, however, that, without the prior written consent of the Debtors (with the consent of the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld)), any Claim that was originally Allowed in excess of the Convenience Claim Amount may not be subdivided into multiple Convenience Claims in the Convenience Claim Amount or less for purposes of receiving the treatment provided under this Plan to holders of Allowed Convenience Claims; provided further, however, that, in the event a holder of an Allowed General Unsecured Claim holds multiple Allowed General Unsecured Claims against the Debtors, such Allowed General Unsecured Claims shall not be aggregated for purposes of determining whether each such Allowed General Unsecured Claim is a Convenience Claim. means, (a) the United States Bankruptcy Court for the District of Delaware, having jurisdiction over the Chapter 11 Cases; (b) to the extent there is no reference pursuant to section 157 of title 28 of the United States Code, the United States District Court for the District of Delaware; and (c) any other court having jurisdiction over the Chapter 11 Cases or proceedings arising therein. means the Official Committee of Unsecured Creditors appointed by the United States Trustee in the Debtors’ Chapter 11 Cases, as constituted from time to time. means Perkins & Marie Callender’s Inc.; Perkins & Marie Callender’s Holding Inc.; Perkins & Marie Callender’s Realty LLC; Perkins Finance Corp.; Wilshire Restaurant Group LLC; PMCI Promotions LLC; Marie Callender Pie Shops, Inc.; Marie Callender Wholesalers, Inc.; MACAL Investors, Inc.; MCID, Inc.; Wilshire Beverage, Inc.; and FIV Corp.

Court

Creditors’ Committee

Debtors

8

Debtors in Possession

means the Debtors in their capacity as debtors in possession in the Chapter 11 Cases pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. means Wells Fargo Capital Finance, LLC, in its capacity as administrative agent under the DIP Credit Facility. means that certain Senior Secured, Super-Priority Debtorin-Possession Credit Agreement, dated as of June 14, 2011, by and among PMC Holding, PMCI, the DIP Lenders and the DIP Administrative Agent, as amended from time to time. means the “Loan Documents” under (and as defined in) the DIP Credit Agreement, including any and all guaranties and collateral documents executed and delivered in connection therewith. means the credit facility established in favor of PMCI, as borrower, and as guaranteed by each of the other Debtors, pursuant to the DIP Credit Agreement and the other DIP Credit Documents. means all Claims arising under or relating to the DIP Credit Facility, whether pursuant to the DIP Credit Agreement, any other DIP Credit Document, the Final DIP Order, or otherwise. means the lenders, banks, other financial institutions or other non-Debtor entities that are or may become parties to the DIP Credit Agreement from time-to-time. means the Debtors or the Reorganized Debtors, or any Person designated by the Debtors (with the consent of the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld)) or the Reorganized Debtors to serve as a disbursing agent, or to assist the Debtors or the Reorganized Debtors in the making of Distributions, under this Plan. means the written disclosure statement that relates to this Plan, as approved by the Court pursuant to section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017, as such disclosure statement may be amended, modified or supplemented from time to time.

DIP Administrative Agent DIP Credit Agreement

DIP Credit Documents

DIP Credit Facility

DIP Financing Claims

DIP Lenders

Disbursing Agent

Disclosure Statement

9

Disputed

means, with reference to any Claim: (a) any Claim, (i) proof of which was not timely or properly filed and that has been or hereafter is listed on the Schedules as unliquidated, disputed or contingent, or (ii) for which a proof of claim was required, but as to which a proof of claim was not timely or properly filed; or (b) any Claim as to which the Debtors, the Reorganized Debtors, or any other party in interest has filed an objection or request for estimation on or before such limitation period fixed by this Plan, the Bankruptcy Code, the Bankruptcy Rules or the Court, except to the extent that such objection or request for estimation is withdrawn or determined by a Final Order in favor of the holder of such Claim. means the distribution in accordance with this Plan of (a) Cash, (b) Reorganized PMC Holding Membership Interests, (c) rights and obligations with respect to the New Secured Term Loans, or (d) other form of consideration, as the case may be. means the first Business Day on which (i) all of the conditions specified in Article X.A. and Article X.B. of this Plan have been satisfied or waived in accordance with Article X.C. of this Plan, and (ii) the stay of the Confirmation Order, if any, is no longer in effect and such date shall be set forth in a notice filed with the Court by the Reorganized Debtors within five (5) Business Days of the occurrence of the Effective Date; provided, however, that if (i) and (ii) do not occur by November 29, 2011, then the Effective Date may not occur, unless such dates are extended by the Debtors with the consent of the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld). means any equity security within the meaning of section 101(16) of the Bankruptcy Code or any other instrument evidencing an ownership interest in any of the Debtors (or Reorganized Debtors, as applicable), whether or not transferable, any option, warrant, or right, contractual or otherwise, to acquire, sell or subscribe for any such interest, and any and all Claims that are otherwise determined by the Court to be an equity interest, including any Claim or debt that is recharacterized as an equity interest.

Distributions

Effective Date

Equity Interest or Interest

10

Estates

means the Chapter 11 estates of the Debtors, individually or collectively, as is appropriate in the context created by the commencement of and in the Chapter 11 Cases pursuant to section 541 of the Bankruptcy Code. means (i) the First Lien Exit Facility and (ii) the New Secured Term Loans to be made under the New Secured Term Loan Agreement. means the order entered by the Court on July 12, 2011 and appearing at Docket No. 211 in the Chapter 11 Cases, as it may be further amended from time to time, approving on a final basis the DIP Credit Facility. means an order or judgment of the Court, or other court of competent jurisdiction, as entered on the docket of such court, the operation or effect of which has not been stayed, reversed, vacated or amended, and as to which order or judgment (or any revision, modification, or amendment thereof) the time to appeal, petition for certiorari, or seek review or rehearing has expired and as to which no appeal, petition for certiorari, or petition for review or rehearing was filed or, if filed, remains pending. means Perkins Finance Corp. means that certain exit facility, in an aggregate principal amount (including letters of credit) not to exceed $35 million, to be entered into by the Reorganized Debtors effective as of the Effective Date pursuant to a credit agreement substantially in the form set forth in the Plan Supplement and as shall be acceptable to the Debtors and the Restructuring Support Parties in consultation with the Creditors’ Committee; with the obligations under such exit facility to be secured by a first priority lien on and security interest in substantially all of the assets of the Reorganized Debtors. means FIV Corp. means a Claim against any of the Debtors that is not an Administrative Claim, Priority Tax Claim, Other Priority Claim, Professional Fee Claim, DIP Financing Claim, Other Secured Claim, Senior Secured Notes Claim, Senior Notes Claim, Convenience Claim, Intercompany Claim, or Subordinated Claim, and shall include (a) pre-Petition Date Claims of vendors or customers of the Debtors that are not

Exit Financing

Final DIP Order

Final Order

Finance First Lien Exit Facility

FIV General Unsecured Claim

11

priority claims under section 503(b)(9) of the Bankruptcy Code, (b) Claims of employees of the Debtors that are not priority claims under section 507(a) of the Bankruptcy Code, (c) Claims arising as a result of the rejection by any of the Debtors of executory contracts or unexpired leases pursuant to section 365 of the Bankruptcy Code, and (d) Claims arising as a result of pre-Petition Date litigation against any of the Debtors. General Unsecured Claim Reserve Governmental Unit Impaired has the meaning ascribed to it in Article VII.K.4 of this Plan. has the meaning ascribed to such term in section 101(27) of the Bankruptcy Code. means, when used with reference to a Claim or Interest, a Claim or Interest that is impaired within the meaning of section 1124 of the Bankruptcy Code. means any obligation of any of the Debtors to indemnify, reimburse, or provide contribution pursuant to charter, bylaws, contract, or otherwise. has the meaning set forth in section 101(31) of the Bankruptcy Code. means any Claim held by one of the Debtors against any other Debtor, including (a) any account reflecting intercompany book entries by a Debtor with respect to any other Debtor, (b) any Claim not reflected in book entries that is held by such Debtor against any other Debtor or Debtors, and (c) any derivative Claim asserted or assertable by or on behalf of a Debtor against any other Debtor or Debtors. has the meaning set forth in section 101(37) of the Bankruptcy Code. means the Causes of Action, claims, suits, or proceedings, whether in law or in equity, whether known or unknown, that the Debtors or their Estates may hold against any Person (except to the extent such claims are expressly released under this Plan), which are to be retained by the Reorganized Debtors and the Claims Administrator, as applicable, and identified in the Plan Supplement (which document shall be in form and substance acceptable to the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee 12

Indemnification Obligation

Insider Intercompany Claims

Lien Litigation Rights

shall not be unreasonably withheld)). MCID MCPSI MACAL Management Incentive Plan means MCID, Inc. means Marie Callender Pie Shops, Inc. means MACAL Investors, Inc. means a certain post-Effective Date Management Incentive Plan to be adopted and implemented by the board of managers of Reorganized PMC Holding on or as soon as reasonably practicable after the Effective Date, and on such terms as such board of managers may determine, all in accordance with Article V.F. of this Plan. means the sale to ConAgra Foods RDM, Inc. which became effective June 9, 2011, of MCPSI’s trademarks and domain names that were previously licensed to an affiliate of ConAgra Foods RDM, Inc. means: (a) in the case of any Debtor that was a corporation prior to the Effective Date (other than MCID and Wilshire Beverage), a new certificate of formation (or certificate or articles of organization, as applicable) to be filed in such Debtor’s state of incorporation in connection with the conversion of such Debtor into a limited liability company in accordance with this Plan, which shall be included (in substantially final form) in the Plan Supplement and shall be in form and substance acceptable to the Restructuring Support Parties and the Creditors’ Committee (in the exercise of the Creditors’ Committee’s reasonable discretion); (b) in the case of any Debtor that was a limited liability company prior to the Effective Date, and unless clause (c) below applies, an amended, or amended and restated, certificate of formation (or certificate or articles of organization, as applicable) of such Debtor, which shall be included (in substantially final form) in the Plan Supplement and shall be in form and substance acceptable to the Restructuring Support Parties in consultation with the Creditors’ Committee; (c) in the case of any Debtor that was a limited liability company prior to the Effective Date and as to which the Restructuring Support Parties determine no amendment, or amendment and restatement, is necessary or desirable in respect of its existing certificate of formation (or certificate or articles of organization, as applicable), such existing certificate of articles; and (d) in the case of MCID and Wilshire Beverage, an amendment

Marie Callender’s IP Sale

New Charter Documents

13

to their certificates of incorporation to be dated as of the Effective Date, and which shall be included (in substantially final form) in the Plan Supplement and shall be in form and substance acceptable to the Creditors’ Committee in consultation with the Creditors’ Committee. New Intercreditor Agreement means a certain intercreditor agreement to be entered into between the administrative agent (or collateral agent) under the First Lien Exit Facility and the New Secured Term Loan Agent in substantially the form set forth in the Plan Supplement, and otherwise to be in form and substance acceptable to the Debtors and the Restructuring Support Parties in consultation with the Creditors’ Committee. means the administrative and collateral agent under the New Secured Term Loan Agreement, as is acceptable to the Restructuring Support Parties in consultation with the Creditors’ Committee. means that certain new secured term loan agreement, to be dated as of the Effective Date, and to be substantially in the form set forth in the Plan Supplement, and to be consistent in all material respects with the terms and conditions contained in the term sheet attached to this Plan as Exhibit A hereto (and otherwise to be in form and substance acceptable to the Debtors and the Restructuring Support Parties in consultation with the Creditors’ Committee). means the new secured term loans to be made or deemed to be made, on the Effective Date and under the New Secured Term Loan Agreement, to Reorganized PMCI, as borrower, and to be guaranteed by all of the other Reorganized Debtors, in an aggregate principal amount equal to $110,563,000, which amount may be increased by up to an additional principal amount of $10 million at any time or from time to time after the Effective Date with the consent of the Reorganized Debtors and the New Secured Term Loan Lenders holding a majority of the New Secured Term Loans. The obligations under the New Secured Term Loan Agreement shall be secured by a second priority lien on and security interest in substantially all of the assets of the Reorganized Debtors. means the lenders under the New Secured Term Loan Agreement.

New Secured Term Loan Agent

New Secured Term Loan Agreement

New Secured Term Loans

New Secured Term Loan Lenders

14

Ordinary Course Administrative Claims

means Administrative Claims against the Debtors that represent liabilities (a) to sellers of goods or services for and on account of such seller’s provision of goods and/or services subsequent to the Petition Date through the Effective Date and (b) that were incurred in the ordinary course of business by the Debtors subsequent to the Petition Date through the Effective Date. means any Claim against any of the Debtors other than an Administrative Claim, a Professional Fee Claim, a Priority Tax Claim or a DIP Financing Claim that is entitled to priority in payment as specified in section 507(a)(3), (4), (5), (6), (7), or (9) of Bankruptcy Code. means any Claim (other than the DIP Financing Claims, and the Senior Secured Notes Claims) to the extent reflected in the Schedules or a Proof of Claim filed as a secured Claim, which is (i) secured by a Lien on Collateral to the extent of the value of such Collateral, as determined in accordance with section 506(a) of the Bankruptcy Code, or, (ii) in the event that such Claim is subject to setoff under section 553 of the Bankruptcy Code, to the extent of such setoff. means the Subsidiary Debtors, excluding PMCI. means any individual, corporation, partnership, limited liability company, association, indenture trustee, organization, joint stock company, joint venture, estate, trust, Governmental Unit or any political subdivision thereof, or any other entity. means June 13, 2011. means this “Debtors’ Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code”, as it may be amended or modified from time to time, together with all addenda, exhibits, schedules or other attachments, if any. means the compilation of documents and forms of documents, schedules, attachments and exhibits to this Plan, to be filed by the Debtors following the filing of this Plan as set forth herein, each of which documents and other materials shall be acceptable in form and substance to (a) the Debtors or the Creditors’ Committee, to the

Other Priority Claim

Other Secured Claims

Other Subsidiary Debtors Person

Petition Date Plan

Plan Supplement

15

extent this Plan otherwise provides that such documents and other materials must be acceptable to the Debtors or the Creditors’ Committee, and (b) the Restructuring Support Parties, by no later than (A) ten (10) calendar days prior to the Confirmation Hearing or (B) such later date as may be approved by the Court on notice to parties in interest, as such Plan Supplement documents may be amended, modified, or supplemented from time to time with the consent of (x) the Debtors or the Creditors’ Committee, to the extent this Plan otherwise provides that such documents and other materials must be acceptable to the Debtors or the Creditors’ Committee, and (y) the Restructuring Support Parties and which shall include the following: (i) the credit agreement relating to the First Lien Exit Facility in substantially final form; (ii) the New Secured Term Loan Agreement in substantially final form; (iii) the New Intercreditor Agreement in substantially final form; (iv) the New Certificates of Formation in substantially final form; (v) the PMC Holding LLC Agreement in substantially final form; (vi) the Subsidiary LLC Agreements in substantially final form; (vii) a list of the initial post-Effective Date managers and officers of the Reorganized Debtors and information regarding the terms of their employment and compensation; (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. PMC Holding PMC Holding LLC Agreement means Perkins & Marie Callender’s Holding Inc. means the limited liability company agreement of Reorganized PMC Holding (upon its conversion from a corporation into a limited liability company), dated as of the Effective Date, a substantially final form of which will be contained in the Plan Supplement, and the terms of which shall be acceptable to the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld) and consistent in all material respects with the PMC Holding LLC Agreement Term Sheet attached to the Plan as Exhibit B. means Perkins & Marie Callender’s Inc. means Perkins & Marie Callender’s Realty LLC.

PMCI PMC Realty

16

Prepayment Premium

means the prepayment premium due pursuant to section 3.07 of the Senior Secured Notes Indenture with respect to $28,937,000 in aggregate principal amount of Senior Secured Notes redeemed from the net proceeds of the Marie Callender’s IP Sale. means the waiver of the right of holders of Senior Secured Notes whose Senior Secured Notes were redeemed from proceeds of the Marie Callender’s IP Sale to receive the Prepayment Premium, which waiver becomes effective on the Effective Date. means Wells Fargo Capital Finance LLC, in its capacity as administrative agent under the Pre-Petition Secured Credit Facility. means that certain Credit Agreement dated as of September 24, 2008, as amended from time to time, among PMCI, PMC Holding, the Pre-Petition Secured Credit Facility Lenders and the Pre-Petition Administrative Agent. means the lender parties under the Pre-Petition Secured Credit Facility. means any unsecured Claim that is entitled to a priority in right of payment under section 507(a)(8) of the Bankruptcy Code. means (i) any professional employed in the Chapter 11 Cases pursuant to sections 327 and 328 of the Bankruptcy Code or otherwise and (ii) any professional or other entity seeking compensation or reimbursement of expenses in connection with the Chapter 11 Cases pursuant to section 503(b) of the Bankruptcy Code but excluding professionals for (a) the Pre-Petition Administrative Agent, (b) the DIP Administrative Agent, (c) the Restructuring Support Parties, (d) the Senior Secured Notes Trustee, (e) the Senior Secured Notes Collateral Agent, and (f) the Senior Notes Trustee. means an Administrative Claim Allowed under section 328, 330(a), 331 or 503 of the Bankruptcy Code for reasonable compensation of a Professional or other Person for services rendered or expenses incurred in the Chapter 11 Cases on or prior to the Effective Date (including the reasonable, actual and necessary expenses of the members of the Creditors’ Committee incurred as members of the

Prepayment Premium Waiver

Pre-Petition Administrative Agent

Pre-Petition Secured Credit Facility

Pre-Petition Secured Credit Facility Lenders Priority Tax Claim

Professional

Professional Fee Claims

17

Creditors’ Committee in discharge of their duties as such), but specifically excluding the fees and expenses of professionals of (a) the Pre-Petition Administrative Agent, (b) the DIP Administrative Agent, (c) the Restructuring Support Parties, (d) the Senior Secured Notes Trustee, (e) the Senior Secured Notes Collateral Agent, and (f) the Senior Notes Trustee. Promotions Pro Rata means PMCI Promotions LLC. means the proportion that an allowed Claim in a particular Class bears to the aggregate amount of Allowed Claims in that Class, or the proportion that an Allowed Claim in a particular Class bears to the aggregate amount of Allowed Claims in that Class and in any other Class entitled to share in the same recovery as such Allowed Claim under this Plan. means a proof of Claim filed against any of the Debtors in the Chapter 11 Cases. means, (i) for purposes of making distributions under this Plan on account of Allowed Claims, the Effective Date, and (ii) for purposes of casting Ballots, the date set forth in the order approving the Disclosure Statement that accompanies this Plan. means (i) the officers, directors, employees, legal, financial and tax advisors, and other representatives of the Debtors as of the Petition Date, in their capacity as such; (ii) all direct and indirect holders of Equity Interests in PMC Holding as of the Petition Date, in their capacity as such; (iii) the Restructuring Support Parties and their legal, financial and tax advisors, in their capacity as such; (iv) the Pre-Petition Administrative Agent, the arranger under the Pre-Petition Secured Credit Facility, the issuer of letters of credit under the Pre-Petition Secured Credit Facility, and the Pre-Petition Secured Credit Facility Lenders (and each of the foregoing parties’ respective legal and financial advisors), in their respective capacities as such; (v) the Senior Secured Notes Trustee and the Senior Secured Notes Collateral Agent and their respective legal advisors, in their capacity as such; (vi) the Senior Notes Trustee and its legal advisors, in its capacity as such; (vii) the DIP Administrative Agent, the arranger under the DIP Credit Facility, the issuer of letters of credit under the DIP Credit Facility, and the DIP Lenders (including each of the

Proof of Claim Record Date

Released Parties

18

foregoing parties’ respective legal and financial advisors), in their respective capacities as such; and (viii) the Creditors’ Committee and the members thereof in their capacity as such (and each of the foregoing parties’ respective legal and financial advisors). Reorganized Debtor means each of the Debtors, or any successors thereto by merger, consolidation, or otherwise, on and after the Effective Date; and includes any corporate Debtor converting into a limited liability company in accordance with this Plan. means the Class A Membership Interests of Reorganized PMC Holding issued under this Plan and governed by the PMC Holding LLC Agreement (and including both economic and membership rights). means PMC Holding or any successor thereto by merger, consolidation or otherwise, on or after the Effective Date, including by its conversion into a limited liability company in accordance with this Plan. means the limited liability company membership interests (including both economic and membership rights) in Reorganized PMCI, which shall be governed by its respective Subsidiary LLC Agreement. means PMCI or any successor thereto by merger, consolidation or otherwise, on or after the Effective Date, including by its conversion into a limited liability company in accordance with this Plan. means any Subsidiary Debtor, or any successor thereto by merger, consolidation or otherwise, on or after the Effective Date, including in the case of any corporate Subsidiary Debtor, by its conversion into a limited liability company in accordance with this Plan.

Reorganized PMC Holding Membership Interests

Reorganized PMC Holding

Reorganized PMCI Membership Interests

Reorganized PMCI

Reorganized Subsidiary Debtor

Restructuring Support Agreement means that certain Restructuring Support Agreement dated as of June 6, 2011, between PMC Holding, on behalf of itself and the other Debtors parties thereto, and the Restructuring Support Parties. Restructuring Support Parties means the holders of one hundred percent (100%) in aggregate principal amount of the Senior Secured Notes and the holders of more than eighty percent (80%) in aggregate principal amount of Senior Notes on the Petition

19

Date parties to the Restructuring Support Agreement. Schedule of Rejected Contracts and Leases means the schedule of executory contracts and unexpired leases to be rejected pursuant to this Plan to be filed in connection with the Plan Supplement, which schedule shall be in form and substance acceptable to the Debtors, the Restructuring Support Parties and the Creditors’ Committee (in the exercise of the Creditors’ Committee’s reasonable discretion). means the schedules of assets and liabilities, statements of financial affairs, lists of holders of Claims and Equity Interests and related exhibits filed with the Court by each of the Debtors, including any amendments or supplements thereto. means the Securities Act of 1933, as amended. means the $190,000,000 in aggregate principal amount outstanding of 10% Senior Notes due October 1, 2013 issued by PMCI (f/k/a The Restaurant Company) pursuant to the Senior Notes Indenture. means any Claim of a holder of Senior Notes based on the Senior Notes. means the Indenture dated as of September 21, 2005 among PMCI (f/k/a The Restaurant Company), the other Subsidiary Debtors parties thereto, and the Senior Notes Trustee, as amended, restated, supplemented or otherwise modified from time to time. means Wilmington Trust Company, as successor indenture trustee, for the Senior Notes. means the $103,063,000 in aggregate principal amount outstanding of 14% Senior Secured Notes due May 31, 2013, issued by PMCI pursuant to the Senior Secured Notes Indenture. means any Claim of a holder of Senior Secured Notes based on the Senior Secured Notes. means The Bank of New York Mellon, as Collateral Agent for the Senior Secured Notes. means the Indenture dated as of September 24, 2008 among PMCI, PMC Holding, the other Subsidiary Debtors

Schedules

Securities Act Senior Notes

Senior Notes Claims Senior Notes Indenture

Senior Notes Trustee Senior Secured Notes

Senior Secured Notes Claims Senior Secured Notes Collateral Agent Senior Secured Notes Indenture

20

party thereto, the Senior Secured Notes Trustee, and the Senior Secured Notes Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time. Senior Secured Notes Trustee Specified General Unsecured Claims means The Bank of New York Mellon Trust Company, N.A., as indenture trustee for the Senior Secured Notes. means the Claims asserted in the Proofs of Claim listed on the schedule of Specified General Unsecured Claims, which schedule shall be filed as part of the Plan Supplement and acceptable to the Debtors, the Restructuring Support Parties and the Creditors’ Committee. means any Claim that is subordinated by Final Order of the Court pursuant to section 510(b) or 510(c) of the Bankruptcy Code. means PMCI and each of the other Debtors, excluding PMC Holding. means: (a) in the case of any Subsidiary Debtor that was a corporation prior to the Effective Date (other than MCID and Wilshire Beverage), a new limited liability company agreement (or operating agreement or company agreement, as applicable), to be dated as of the Effective Date, and which shall be included (in substantially final form) in the Plan Supplement and shall be in form and substance acceptable to the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld); (b) in the case of any Subsidiary Debtor that was a limited liability company prior to the Effective Date, an amended and restated limited liability company agreement (or operating agreement or company agreement, as applicable), to be dated as of the Effective Date, and which shall be included (in substantially final form) in the Plan Supplement and shall be in form and substance acceptable to the Restructuring Support Parties in consultation with the Creditors’ Committee; and (c) in the case of MCID and Wilshire Beverage, an amendment to their certificates of incorporation to be dated as of the Effective Date, and which shall be included (in substantially final form) in the Plan Supplement and shall be in form and substance acceptable to the Creditors’ Committee in consultation

Subordinated Claims

Subsidiary Debtors Subsidiary LLC Agreements

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with the Creditors’ Committee. Subsidiary Membership Interests means the limited liability company membership interests (including both economic and membership rights) in each of the Reorganized Subsidiary Debtors, other than MCID and Wilshire Beverage but including Reorganized PMCI, which shall be governed by their respective Subsidiary LLC Agreements. means, when used with reference to a Claim or Interest, a Claim or Interest that is unimpaired within the meaning of section 1124 of the Bankruptcy Code. means Wilshire Restaurant Group LLC. means Wilshire Beverage, Inc.

Unimpaired

Wilshire Wilshire Beverage

B.

Interpretation, Application of Definitions and Rules of Construction.

Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include both the singular and plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and neuter, such meanings to be applicable to both the singular and plural forms of the terms defined. Capitalized terms in this Plan that are not defined herein shall have the same meanings assigned to such terms by the Bankruptcy Code or Bankruptcy Rules, as the case may be. The words “herein,” “hereof,” and “hereunder” and other words of similar import refer to this Plan as a whole and not to any particular section or subsection in this Plan unless expressly provided otherwise. The words “includes” and “including” are not limiting and mean that the things specifically identified are set forth for purposes of illustration, clarity or specificity and do not in any respect qualify, characterize or limit the generality of the class within which such things are included. Captions and headings to Articles, Sections and exhibits to this Plan are inserted for convenience of reference only, are not a part of this Plan, and shall not be used to interpret this Plan. The rules of construction set forth in section 102 of the Bankruptcy Code shall apply to this Plan. In computing any period of time prescribed or allowed by this Plan, the provisions of Bankruptcy Rule 9006(a) shall apply. II. CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS A. General Rules of Classification.

Pursuant to section 1122 of the Bankruptcy Code, set forth below is a designation of the Classes of Claims and Interests. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Professional Fee Claims, Priority Tax Claims, and DIP Financing Claims, as described below, have not been classified. These Claims will be Unimpaired and, 22

therefore, will not be entitled to vote to accept or reject this Plan. A Claim or Interest is placed in a particular Class only to the extent that the Claim or Interest falls within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest falls within the description of such other Classes. A Claim or Interest is also placed in a particular Class for the purpose of receiving Distributions pursuant to this Plan only to the extent that such Claim or Interest is an Allowed Claim or Allowed Interest in that Class and such Claim or Interest has not been paid, released, or otherwise settled prior to the Effective Date. As discussed in greater detail in Article VI hereof, this Plan is premised upon the limited consolidation of the Debtors for purposes of this Plan only and shall not affect the legal and corporate structures of the Debtors, subject to the rights of the Debtors to effectuate the restructuring transactions contemplated herein. Accordingly, for purposes of this Plan, the assets and liabilities of each of the Debtors are deemed assets and liabilities of a single, consolidated entity; provided, however, that if any Class of Impaired Claims votes to reject this Plan, the Debtors’ ability to confirm this Plan with respect to such rejecting Class pursuant to the “cramdown” standards of section 1129(b) of the Bankruptcy Code will be determined by reference to the treatment to which the holders of Claims in such Class would be entitled were (i) their Claims limited to the specific Debtor(s) that are liable for such Claims, and (ii) the Debtors not treated as consolidated for distribution and confirmation purposes. This limited consolidation treatment is designed to consensually pool the assets and liabilities of the Debtors solely to implement the settlements and compromises reached by the primary constituencies in the Chapter 11 Cases. B. Classification of Claims and Interests.

The following table designates the Classes of Claims against and Interests in the Debtors and specifies which of those Classes are (i) Impaired or Unimpaired under this Plan, (ii) entitled to vote to accept or reject this Plan, and (iii) deemed to either accept or reject this Plan. A Claim or Interest is designated in a particular Class only to the extent it falls within the description of that Class, and is classified in any other Class to the extent (if any) that a portion of such Claim or Interest falls within the description of such other Class. Class 1 2 3 4 5 6 7 8 9A 9B Designation Other Priority Claims Other Secured Claims Senior Secured Notes Claims Senior Notes Claims General Unsecured Claims Convenience Claims Intercompany Claims Subordinated Claims Equity Interests in PMC Holding and PMCI Equity Interests in the Other Subsidiary Debtors Status Unimpaired Unimpaired Impaired Impaired Impaired Unimpaired Unimpaired Impaired Impaired Unimpaired Entitled to Vote No (deemed to accept) No (deemed to accept) Yes Yes Yes No (deemed to accept) No (deemed to accept) No (deemed to reject) No (deemed to reject) No (deemed to accept)

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III. TREATMENT OF ADMINISTRATIVE CLAIMS, PROFESSIONAL FEE CLAIMS, PRIORITY TAX CLAIMS AND DIP FINANCING CLAIMS A. Administrative Claims.

Each holder of an Allowed Administrative Claim (other than Professional Fee Claims and DIP Financing Claims) shall receive from the Debtors (a) Cash in an amount equal to the amount of such Allowed Administrative Claim on the later of the (i) Effective Date and (ii) the date such Administrative Claim becomes an Allowed Administrative Claim, or as soon thereafter as is practicable, or (b) such other treatment as the Debtors and such holder shall have agreed upon in writing; provided, however, that Allowed Ordinary Course Administrative Claims shall be paid in full in the ordinary course of business of the Reorganized Debtors consistent with past practice and in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing, or other documents relating to such transactions; provided, further, that in no event shall a post-Petition Date obligation that is contingent or disputed and subject to liquidation through pending or prospective litigation, including alleged obligations arising from personal injury, property damage, products liability, consumer complaints, employment law, secondary payor liability, or any other disputed legal or equitable claim based on tort, statute, contract, equity, or common law, be considered to be an obligation which is payable in the ordinary course of business. B. Bar Date for Administrative Claims.

Unless a prior date has been established pursuant to the Bankruptcy Code, the Bankruptcy Rules or a prior order of the Court, the Confirmation Order will establish a bar date for filing 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 postPetition 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), which date shall be 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 forever be barred from doing so. 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 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 those listed in the parenthetical above).

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C.

Professional Fee Claims.

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’ Committee and such other entities who are designated by the Bankruptcy Rules, the Confirmation Order or other order of the Court, no later than thirty (30) days after the Effective 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 by the required deadline shall be forever barred from asserting such Claims against the Debtors, the Reorganized Debtors or their respective properties, and such Professional Fee Claims shall 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. Objections 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. D. Priority Tax Claims.

Except to the extent that a holder of an Allowed Priority Tax Claim agrees to a different treatment, each holder of an Allowed Priority Tax Claim shall receive, at the sole option of the Debtors (with the consent of the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld)) or the Reorganized Debtors, (a) Cash in an amount equal to such Allowed Priority Tax Claim on the later of (i) the Effective Date and (ii) the first Business Day after the date that is thirty (30) calendar days after the date such Priority Tax Claim becomes an Allowed Priority Tax Claim, or (b) treatment in any other manner such that its Allowed Priority Tax Claim shall not be Impaired, including equal annual installment payments in Cash of an aggregate value, as of the Effective Date, equal to the Allowed amount of such Claim, over a period ending not later than five (5) years after the Petition Date. E. DIP Financing Claims.

The DIP Financing Claims shall be allowed in an amount equal to the sum of all amounts outstanding under the DIP Credit Agreement as of the Effective Date. On or as soon as reasonably practicable after the Effective Date, each holder of an Allowed DIP Financing Claim shall receive payment in full in Cash of all debts, Claims, liabilities and obligations calculated in accordance with the DIP Credit Agreement, except to the extent that the holders of DIP Financing Claims agree to a different treatment.

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IV. TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS A. Class 1 — Other Priority Claims. 1. Classification. Class 1 consists of all Other Priority Claims.

2. Treatment. Except to the extent that a holder of an Allowed Other Priority Claim (i) has been paid in full by the Debtors, prior to the Effective Date or (ii) agrees to a less favorable treatment with the Debtors (with the consent of the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld)), if the Claim is greater than $25,000) or the Reorganized Debtors, each holder of an Allowed Other Priority Claim shall receive, in full and final satisfaction of and in exchange for such Other Priority Claim, Cash in the full amount of such Allowed Other Priority Claim, on or as soon as practicable after the later of (a) the Effective Date and (b) the date when such Other Priority Claim becomes Allowed. 3. Impairment and Voting. Class 1 is Unimpaired under this Plan. Holders of Allowed Other Priority Claims in Class 1 are conclusively presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code and, therefore, are not entitled to vote to accept or reject this Plan. B. Class 2 — Other Secured Claims. 1. 2. Classification. Class 2 consists of all Other Secured Claims. Treatment.

Except to the extent that a holder of an Allowed Other Secured Claim shall have agreed in writing to a less favorable treatment, at the option of the Debtors (with the consent of the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld)) or the Reorganized Debtors, in full and final satisfaction of such Claim, (i) such holder’s Allowed Other Secured Claim shall be reinstated and Unimpaired in accordance with section 1124(2) of the Bankruptcy Code, notwithstanding any contractual provision or applicable nonbankruptcy law that entitles the holder of an Allowed Other Secured Claim to demand or receive payment of such Allowed Other Secured Claim prior to the stated maturity of such Allowed Other Secured Claim from and after the occurrence of a default, (ii) such holder of an Allowed Other Secured Claim shall receive Cash in an amount equal to such Allowed Other Secured Claim, including any interest on such Allowed Other Secured Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code or (iii) such holder of an Allowed Other Secured Claim shall receive the Collateral securing its Allowed Other Secured Claim and any interest on such Allowed Other Secured Claim required to be paid pursuant to section 506(b) of the Bankruptcy Code, on or as soon as practicable after the later of (a) the Effective Date and (b) the date when such Other Secured Claim becomes Allowed.

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Notwithstanding the foregoing, to the extent any Allowed Other Secured Claim arises on account of property taxes, such Allowed Other Secured Claim shall be treated as a Priority Tax Claim, and any applicable Liens shall remain Unimpaired until such Allowed Other Secured Claim is paid in full. Any applicable interest in respect of such Allowed Other Secured Claim shall be calculated in a manner consistent with section 511 of the Bankruptcy Code. 3. Impairment and Voting. Class 2 is Unimpaired under this Plan. Holders of Allowed Other Secured Claims in Class 2 are conclusively presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code and, therefore, are not entitled to vote to accept or reject this Plan. C. Class 3 — Senior Secured Notes Claims. 1. Classification. Class 3 consists of all Senior Secured Notes Claims.

2. Allowance. 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. 3. Treatment. On or as soon as reasonably practicable after the Effective Date, the Senior Secured Notes shall be cancelled and, in full and final satisfaction of and in exchange for all Allowed Senior Secured Notes Claims, each holder of Senior Secured Notes shall receive (a) rights and obligations in respect of the New Secured Term Loans in a principal amount equal to the principal amount of such holder’s Senior Secured Notes Claim and (b) Cash equal to the amount of any accrued and unpaid interest owed on account of its Senior Secured Notes Claim, if any, due as of the Effective Date. The vote by the holders of the Senior Secured Notes to accept this Plan shall constitute such holders’ consent to the Prepayment Premium Waiver; provided, however, that the Prepayment Premium Waiver shall be deemed null and void if the Effective Date of this Plan does not occur. 4. Impairment and Voting. Class 3 is Impaired under this Plan. Holders of Allowed Senior Secured Notes Claims in Class 3 are entitled to vote to accept or reject this Plan. D. Class 4 — Senior Notes Claims. 1. Classification. Class 4 consists of all Senior Notes Claims.

2. Allowance. 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. 3. Treatment. On or as soon as reasonably practicable after the Effective Date, the Senior Notes shall be cancelled, and, in full and final satisfaction of and in exchange for all Allowed Senior Notes Claims, each holder of an Allowed Senior Notes Claim shall receive its Pro Rata percentage of the Reorganized PMC Holding Membership Interests (subject to dilution on account of Reorganized PMC Holding Membership Interests or other similar 27

Interests, if any, that may be issued from time to time pursuant to the Management Incentive Plan), with such Pro Rata percentage determined by dividing the Allowed amount of such holder’s Senior Notes Claim by the total aggregate amount of all Allowed Senior Notes Claims and Allowed General Unsecured Claims that receive Reorganized PMC Holding Membership Interests under this Plan; provided, however, that any Cash Eligible Claimant holding an Allowed Senior Notes Claims may, in lieu of such Pro Rata percentage of Reorganized PMC Holding Membership Interests, make the Cash Election and receive Cash in an amount equal to (a) the lesser of (i) 14% of such holder’s Allowed Senior Notes Claim or (ii) such holder’s Pro Rata share of the Cash Cap Amount; plus (b) such holder’s Pro Rata share of the Avoidance Action Recovery Pool. 4. Impairment and Voting. Class 4 is Impaired under this Plan. Holders of Allowed Senior Notes Claims in Class 4 are entitled to vote to accept or reject this Plan. E. Class 5 — General Unsecured Claims. 1. Classification. Class 5 consists of all General Unsecured Claims.

2. Treatment. On or as soon as reasonably practicable after the Effective Date, in full and final satisfaction of and in exchange for all Allowed General Unsecured Claims: (a) each holder of an Allowed General Unsecured Claim that is a Cash Eligible Claimant shall receive Cash in an amount equal to (a) the lesser of (i) 14% of the holder’s Allowed General Unsecured Claim or (ii) such holder’s Pro Rata share of the Cash Cap Amount; plus (b) such holder’s Pro Rata share of the Avoidance Action Recovery Pool; provided, however, that such Cash Eligible Claimant may, in lieu of receiving Cash, make the Class 5 Equity Election and receive its Pro Rata share of Reorganized PMC Holding Membership Interests (subject to dilution on account of Reorganized PMC Holding Membership Interests or other similar Interests, if any, that may be issued from time to time pursuant to the Management Incentive Plan), with such Pro Rata percentage determined by dividing the Allowed amount of such holder’s General Unsecured Claim by the total aggregate amount of all Allowed Senior Notes Claims and Allowed General Unsecured Claims that receive Reorganized PMC Holding Membership Interests under this Plan; and (b) each holder of an Allowed General Unsecured Claim that is not a Cash Eligible Claimant shall receive its Pro Rata percentage of the Reorganized PMC Holding Membership Interests (subject to dilution on account of Reorganized PMC Holding Membership Interests or other similar Interests, if any, that may be issued from time to time pursuant to the Management Incentive Plan), with such Pro Rata percentage determined by dividing the Allowed amount of such holder’s General Unsecured Claim by the total aggregate amount of all Allowed Senior Notes Claims and Allowed General Unsecured Claims that receive Reorganized PMC Holding Membership Interests under this Plan. 3. Impairment and Voting. Class 5 is Impaired under this Plan. Holders of Allowed General Unsecured Claims in Class 5 are entitled to vote to accept or reject this Plan.

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F.

Class 6 — Convenience Claims. 1. Classification. Class 6 consists of all Convenience Claims.

2. Treatment. Each holder of an Allowed Convenience Claim shall receive, in full and final satisfaction of such Claim, Cash in an amount equal to such holder’s Allowed Convenience Claim as soon as practicable after the later of (a) the Effective Date and (b) the date such Convenience Claim becomes Allowed. 3. Impairment and Voting. Class 6 Claims are Unimpaired under this Plan. Holders of Allowed Convenience Claims in Class 6 are conclusively presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code and, therefore, are not entitled to vote to accept or reject this Plan. G. Class 7 — Intercompany Claims. 1. Classification. Class 7 consists of all Intercompany Claims.

2. Treatment. On or as soon as reasonably practicable after the Effective Date, at the option of the Debtors (with the consent of the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld)) or the Reorganized Debtors, each Allowed Intercompany Claim shall be either (i) reinstated and continued in full or in part, or (ii) eliminated in full or in part by offset, distribution, cancellation, assumption or contribution of such Intercompany Claim or otherwise to the extent determined by the applicable Debtor(s), subject to the consent of the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld), or by the Reorganized Debtor(s). 3. Impairment and Voting. Class 7 is Unimpaired under this Plan. Holders of Allowed Intercompany Claims in Class 7 are conclusively presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code and, therefore, are not entitled to vote to accept or reject this Plan. H. Class 8 — Subordinated Claims. 1. Classification. Class 8 consists of all Subordinated Claims.

2. Treatment. The holders of Subordinated Claims shall neither receive Distributions nor retain any property under this Plan for or on account of such Subordinated Claims. 3. Impairment and Voting. Class 8 is Impaired under this Plan. Holders of Subordinated Claims are deemed to have rejected this Plan pursuant to section 1126(g) of the Bankruptcy Code and, therefore, are not entitled to vote to accept or reject this Plan.

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I. and PMCI.

Class 9A — Equity Interests in PMC Holding and PMCI. 1. Classification. Class 9A consists of all Equity Interests in PMC Holding

2. Treatment. The Equity Interests of PMC Holding and PMCI shall be discharged, cancelled, released, and extinguished as of the Effective Date and holders of Equity Interests in PMC Holding and PMCI shall neither receive any Distributions nor retain any property under this Plan for or on account of such Equity Interests. 3. Impairment and Voting. Class 9A is Impaired under this Plan. Holders of Equity Interests of PMC Holding and PMCI are presumed and deemed to have rejected this Plan pursuant to section 1126(g) of the Bankruptcy Code and, therefore, are not entitled to vote to accept or reject this Plan. J. Class 9B — Equity Interests in the Other Subsidiary Debtors. Classification. Class 9B consists of all Equity Interests in the Other

1. Subsidiary Debtors.

2. Distributions. On the Effective Date, the Equity Interests in the Other Subsidiary Debtors (as Reorganized Subsidiary Debtors, as applicable) shall remain effective and outstanding (in the form of corporate stock or Subsidiary Membership Interests, as applicable), and shall be owned and held by the same applicable Debtor (as a Reorganized Debtor) that had held and/or owned such Equity Interests prior to the Effective Date; provided, that, to the extent that a Reorganized Debtor (other than MCID and Wilshire Beverage) had been a corporation prior to its conversion into a limited liability company on the Effective Date in accordance with this Plan, the corporate stock held in such Debtor automatically upon such conversion is converted into a Subsidiary Membership Interest in such Reorganized Debtor. 3. Impairment and Voting. Class 9B is Unimpaired under this Plan. Holders of Equity Interests in the Other Subsidiary Debtors are conclusively presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code and, therefore, are not entitled to vote to accept or reject this Plan. V. PROVISIONS REGARDING CORPORATE GOVERNANCE OF THE REORGANIZED DEBTORS A. Amendments to Corporate Formation and Governance Documents. 1. Reorganized PMC Holding.

On the Effective Date, PMC Holding shall convert to a Delaware limited liability company which shall be governed by the New Charter Document of Reorganized PMC Holding, and by the PMC Holding LLC Agreement, which PMC Holding LLC Agreement shall, among other things, (i) authorize the issuance of Reorganized PMC Holding Membership Interests and

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(ii) prohibit the issuance of nonvoting equity interests, only so long as, and to the extent that, the issuance of nonvoting securities is prohibited. The New Charter Document of Reorganized PMC Holding, and the PMC Holding LLC Agreement, shall be substantially in the form set forth in the Plan Supplement and which shall be on terms in all material respects consistent with the PMC Holding LLC Agreement Term Sheet attached hereto as Exhibit B. 2. Reorganized Subsidiary Debtors.

On the Effective Date, each of the Reorganized Subsidiary Debtors that was not a limited liability company prior thereto (other than MCID and Wilshire Beverage) shall convert to a limited liability company in its respective state of incorporation, and thereupon shall be governed by its respective New Charter Documents and by its respective Subsidiary LLC Agreement. On the Effective Date, each other Reorganized Subsidiary Debtor shall be governed by its respective New Charter Document and by its respective Subsidiary LLC Agreement. Each of such Subsidiary LLC Agreements shall, among other things, (i) authorize the issuance of corporate stock or Subsidiary Membership Interests, as applicable, and (ii) prohibit the issuance of nonvoting equity interests, only so long as, and to the extent that, the issuance of nonvoting securities is prohibited. The New Charter Documents of the Reorganized Subsidiary Debtors, and their respective Subsidiary LLC Agreements (as applicable), shall be substantially in the form set forth in the Plan Supplement. 3. Membership Interests to Be Issued Pursuant to this Plan.

On the Effective Date, (i) Reorganized PMCI shall issue the Reorganized PMCI Membership Interests to Reorganized PMC Holding, and (ii) Reorganized PMC Holding shall issue the Reorganized PMC Holding Membership Interests to holders of Allowed Senior Notes Claims and Allowed General Unsecured Claims (to the extent that the holders of such Allowed Senior Notes Claims and Allowed General Unsecured Claims are receiving Reorganized PMC Holding Membership Interests pursuant to the Plan), the principal terms of which are described in the PMC Holding LLC Agreement. B. New Charter Documents.

On or immediately before the Effective Date, the Debtors, on behalf of the Reorganized Debtors, or the Reorganized Debtors will file their respective New Charter Documents (including, in the case of any Debtor being converted into a limited liability company, all other related conversion filings) with the applicable Secretaries of State and/or other applicable authorities in their respective states of formation in accordance with the limited liability company and corporate laws of the respective states of formation. After the Effective Date, the Reorganized Debtors may amend, or amend and restate, their New Certificates of Formation and other constituent documents as permitted by the laws of their respective states of formation and their respective New Charter Documents and Subsidiary LLC Agreements (the PMC Holding LLC Agreement, in the case of Reorganized PMC Holding). C. Appointment of Officers and Managers.

Reorganized PMC Holding shall be a manager-managed limited liability company. The initial board of managers of Reorganized PMC Holding shall be a seven-member 31

board comprised of seven (7) managers designated by the Restructuring Support Parties, (i) one of whom shall be the Chief Executive Officer of Reorganized PMC Holding and (ii) one of whom shall be selected by the Restructuring Support Parties and acceptable to the Creditors’ Committee in the exercise of its reasonable discretion. The initial officers of Reorganized PMC Holding shall be designated by the Restructuring Support Parties. Reorganized PMCI and each other Reorganized Subsidiary Debtor that is a limited liability company shall be a manager-managed limited liability company. The initial boards of managers or directors of each of the Reorganized Subsidiary Debtors shall have the same membership and composition as the board of managers for Reorganized PMC Holding or such other membership or composition as determined by the board of managers of Reorganized PMC Holding, provided that the board of managers or directors of any material Reorganized Subsidiary Debtor shall have the same membership and composition as the board of managers of Reorganized PMC Holding. The initial officers of each of the Reorganized Subsidiary Debtors shall be determined in accordance with Article V.E. of this Plan. The identities, affiliations and other information relating to the initial board members will be disclosed in the Plan Supplement and shall be acceptable to the Restructuring Support Parties. The identity of the initial officers of each Reorganized Debtor will also be disclosed in the Plan Supplement and shall be acceptable to the Debtors, the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld). No individual shall be designated as a manager, director or officer who has not consented to serve in such respective capacity. Any successors to the Reorganized Debtors’ initial boards of managers or directors, and officers, will be appointed in compliance with the applicable Reorganized Debtor’s governance documents. Each member of the boards of directors or boards of managers of the Debtors shall be deemed to have resigned on and as of the Effective Date, in each case without further notice to or order of the Court, act, or action under applicable law, resolution, order or rule of the vote, consent, or authority of any Debtor. D. Powers of Officers.

The officers of the Debtors (with the consent of the Restructuring Support Parties) or the Reorganized Debtors, as applicable, shall have the power to (i) enter into, execute or deliver any documents or agreements that may be necessary and appropriate to implement and effectuate the terms of this Plan, and (ii) take any and all other actions that may be necessary and appropriate to effectuate the terms of this Plan, including the making of appropriate filings, applications or recordings, provided that such documents and agreements are in form and substance acceptable to the Restructuring Support Parties. E. Management of Reorganized Debtors.

Subject to the consent of the Restructuring Support Parties in consultation with the Creditors’ Committee, (i) the initial officers of the Reorganized Debtors shall be substantially the same as the officers of the Debtors on the Effective Date (except as provided in Article V.C. of this Plan, in the case of officers of Reorganized PMC Holding), and (ii) such officers shall serve in accordance with any employment agreement previously in effect with the Debtor or to

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be entered into with the Reorganized Debtors as well as in accordance with applicable nonbankruptcy law. The Debtors will disclose the terms of such employment agreements in the Plan Supplement. F. Management Incentive Plan.

As soon as reasonably practicable after the Effective Date, the board of managers of Reorganized PMC Holding will adopt and implement the Management Incentive Plan, which may provide for the issuance of Cash and equity incentive awards. Specific awards shall be as determined by the board of managers of Reorganized PMC Holding (or, if applicable, a compensation committee established by such board of managers) from time to time. Issuances of Reorganized PMC Holding Membership Interests (or other types of equity interests, if any) made under the Management Incentive Plan will dilute the interests of the holders of Reorganized PMC Holding Membership Interests issued by Reorganized PMC Holding; provided, however, that no more than ten percent (10%) of Reorganized PMC Holding Membership Interests or similar equity interests will be issued in the aggregate pursuant to the Management Incentive Plan. In connection with any such issuances (or exercises, in the case of options and warrants), the Reorganized Debtors may take whatever actions they may determine to be necessary or appropriate to comply with applicable federal, state, local and international tax withholding obligations (including withholding from distributions a portion of the Reorganized PMC Holding Membership Interests and selling such securities to satisfy tax withholding obligations including income, social security and Medicare taxes). G. PMC Holding LLC Agreement.

On the Effective Date, the PMC Holding LLC Agreement, which shall be on terms in all material respects consistent with the PMC Holding LLC Agreement Term Sheet attached hereto as Exhibit B, 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 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. The PMC Holding LLC Agreement will, among other things, (i) govern the access that each holder of Reorganized PMC Holding Membership Interests will have to information with respect to Reorganized PMC Holding, (ii) govern the ability to transfer such holder’s Reorganized PMC Holding Membership Interests, (iii) provide for a right of first refusal for the majority holders of the Reorganized PMC Holding Membership Interests, (iv) provide for customary drag-along and tag-along rights, and (v) unless and until the board of managers of Reorganized PMC Holding shall determine otherwise in accordance with the PMC Holding LLC Agreement, Reorganized PMC Holding Membership Interests will be uncertificated. The PMC Holding LLC Agreement will take effect on the Effective Date. Notwithstanding the foregoing, all holders of Senior Notes Claims and General Unsecured Claims that are to receive Reorganized PMC Holding Membership Interests pursuant to this Plan shall be required to execute a counterpart signature page (or comparable joinder), in the discretion of the board of managers of Reorganized PMC Holding, as a condition precedent to receiving their respective allocation of Reorganized PMC

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Holding Membership Interests; and the failure of any such holder to deliver such executed counterpart (or joinder) within the time frame specified in Article VII.B. of this Plan shall have the effects set forth in that Article VII.B. VI. 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 this Plan, this Plan is predicated upon, and it is a condition precedent to confirmation of this Plan, that the Court provide in the Confirmation Order for the limited consolidation of the Estates of the Debtors into a single Estate for purposes of this Plan, the confirmation hereof and Distributions hereunder. Pursuant to the Confirmation Order (i) all assets and liabilities of the consolidated Debtors will be deemed to be merged solely for purposes of this Plan, the confirmation hereof and Distributions to be made hereunder, (ii) the obligations of each Debtor will be deemed to be the obligation of the consolidated Debtors solely for purposes of this Plan, the confirmation hereof and Distributions hereunder, (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 hereunder will 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 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 this Plan and Equity Interests in the Other Subsidiary Debtors shall be treated as provided in Class 9B of this 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 Plan, (c) distributions from any insurance policies or proceeds of such policies, (d) the revesting of assets in the separate Reorganized Debtors pursuant to Article IX.B of this 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 hereunder be, assumed, (ii) pursuant to the express terms of this Plan, (iii) in connection with the First Lien Exit Facility, or (iv) in connection with the New Secured Term Loans. The limited consolidation proposed herein 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.

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VII. PROVISIONS REGARDING MEANS OF IMPLEMENTATION, VOTING, DISTRIBUTIONS, AND RESOLUTION OF DISPUTED CLAIMS A. Exit Financing.

The Exit Financing shall consist of the First Lien Exit Facility and the New Secured Term Loans to be made or deemed to be made under the New Secured Term Loan Agreement. The Cash advanced under the First Lien Exit Facility and the Cash advanced under the New Secured Term Loan Agreement shall be used to make required Distributions under this Plan, satisfy certain Plan-related expenses and fund the Reorganized Debtors’ working capital needs. 1. First Lien Exit Facility

On the Effective Date, the Reorganized Debtors shall enter into the First Lien Exit Facility. The terms and conditions of the First Lien Exit Facility shall be substantially in the form set forth in the Plan Supplement. 2. New Secured Term Loans

The incurrence of obligations under the New Secured Term Loans by the Reorganized Debtors is authorized without need for any further corporate action or without any further action. On the Effective Date, the Reorganized Debtors, the New Secured Term Loan Agent and the New Secured Term Loan Lenders shall be deemed to have executed the New Secured Term Loan Agreement and shall be bound by the terms thereof. B. 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 authorized 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; and issuances under which shall be as determined from time to time by the board of managers of Reorganized PMC Holding or by any compensation committee thereof) or without any further action by a holder of Claims or Interests. On the Effective Date (or as soon as reasonably practicable thereafter), the Reorganized PMC Holding Membership Interests shall be issued, subject to the provisions of this Plan, to (i) the Senior Notes Trustee, for the benefit of holders of Allowed Senior Notes Claims who are receiving Reorganized PMC Holding Membership Interests pursuant to the Plan and (ii) the holders of Allowed General Unsecured Claims who are receiving Reorganized PMC Holding Membership Interests pursuant to the Plan. The amount of the Reorganized PMC Holding Membership Interests to be issued pursuant to this Plan shall be disclosed in the Plan Supplement. All of the Reorganized PMC Holding Membership Interests issued pursuant to this Plan shall be duly authorized and validly issued. Each Distribution and issuance referred to 35

in this Article VII shall be governed by the terms and conditions set forth herein 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. Unless and until changed by the board of managers of Reorganized PMC Holding in accordance with the PMC Holding LLC Agreement, Reorganized PMC Holding Membership Interests shall be uncertificated. Upon the Effective Date, the PMC Holding LLC Agreement shall be deemed to become valid, binding and enforceable in accordance with its terms, and each holder of Reorganized PMC Holding Membership Interests shall be bound thereby, in each case, without need for execution by any party thereto other than Reorganized PMC Holding; provided, however, any holder of Senior Notes Claims or Allowed General Unsecured Claims who has received Reorganized PMC Holding Membership Interests pursuant to the Plan that fails to register its Reorganized PMC Holding Membership Interests with the Reorganized Debtors or such transfer agent as may be designated by the Debtors (with the consent of the Restructuring Support Parties), and execute a counterpart signature page (or other joinder, approved by the board of managers of Reorganized PMC Holding) to the PMC Holding LLC Agreement, and to provide applicable information required to be collected by the Internal Revenue Service in respect of pass-through entities, by the later of (i) the one year anniversary of the Effective Date or (ii) 60 days after the allowance by Final Order of such holder’s Senior Notes Claim or General Unsecured Claim, shall be deemed to have forever forfeited its right to receive Reorganized PMC Holding Membership Interests on account of its Claim. The Reorganized Debtors will provide written notification, on not less than a quarterly basis, of the requirement to execute a counterpart signature page to the PMC Holding LLC Agreement to (i) the Senior Notes Trustee for distribution to holders of Allowed Senior Notes Claims who are receiving Reorganized PMC Holding Membership Interests pursuant to the Plan and (ii) holders of Allowed General Unsecured Claims who are receiving the Reorganized PMC Holding Membership Interests pursuant to the Plan, and in the event that the Reorganized Debtors fail to provide such notice in a particular quarter, the one year time period shall be extended for an additional quarter year for each quarter for which such failure to provide such notice occurs. C. New Intercreditor Agreement.

Upon the Effective Date, the New Intercreditor Agreement shall be deemed to become 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. D. Avoidance Actions.

On the Effective Date, the Claims Administrator shall be granted standing to investigate and prosecute the Assigned Avoidance Actions, co-extensive with the Reorganized Debtors’ standing to investigate and prosecute such actions. The Claims Administrator shall cooperate, and coordinate, with the Reorganized Debtors regarding the pursuit of such Assigned

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Avoidance Actions and strategy related thereto, and the Assigned Avoidance Actions may be settled or otherwise resolved only with the consent of the Reorganized Debtors and the Claims Administrator, which consent shall not be unreasonably withheld. Any proceeds recovered on account of the Assigned Avoidance Actions shall be retained by the Reorganized Debtors other than the Avoidance Action Recovery Pool. Nothing contained in this Article VII.D shall affect the Reorganized Debtors’ rights to pursue the Assigned Avoidance Actions to the extent not otherwise being pursued by the Claims Administrator. All other Avoidance Actions shall be retained by the Reorganized Debtors; provided, however, that the Claims Administrator shall have consent rights (not to be unreasonably withheld) over the settlement or other resolution of any such Avoidance Actions. E. Restructuring Transactions.

On the Effective Date or as soon as reasonably practicable thereafter, the Reorganized Debtors may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this Plan, including: (i) the execution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, conversion (including related formation), disposition, transfer, dissolution or liquidation containing terms that are consistent with the terms of this Plan and that satisfy the applicable requirements of applicable law and any other terms to which the applicable entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption or delegation of any asset, property, right, liability, debt or obligation on terms consistent with the terms of this Plan and having other terms to which the applicable parties may agree; (iii) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion (including related formation) or dissolution pursuant to applicable state law; and (iv) all other actions that the applicable entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law. Among other things, the restructuring transactions shall include, without limitation: (a) on the Effective Date (i) the discharge cancellation, release, and extinguishment of the Equity Interests of PMC Holding and PMCI and (ii) the issuance of the Reorganized PMCI Membership Interests from Reorganized PMCI to Reorganized PMC Holding; and (b) from and after the Effective Date, Reorganized PMCI shall pay when due (and shall indemnify and hold harmless P&MC (and the other members of any consolidated group or affiliated group of which it is a member (collectively, "P&MC Group")) from and against any and all Applicable Tax Liabilities of P&MC Group, and neither Reorganized PMCI nor any of the other Reorganized Debtors will assert any actual or potential claims they may have against P&MC Group (for reimbursement, restitution or contribution, or by way of subrogation, or otherwise) with respect to the payment of such Applicable Tax Liabilities. For purposes of the foregoing "Applicable Tax Liabilities" shall include: (x) corporate income and income-based franchise tax liabilities of the Debtors (or, if applicable, Reorganized Debtors) attributable to their operations on or prior to the Effective Date (including operations on or prior to the Petition Date); plus (y) tax liabilities of P&MC Group attributable to the restructuring transactions provided for pursuant to the Plan, in each case (net of any losses or credits available to P&MC Group), less (z) any tax refunds subsequently received by P&MC Group with respect to the tax liabilities described in clause (x) and (y) which are paid by Reorganized PMCI. Any such tax refunds received by P&MC Group shall be held by P&MC Group in trust for Reorganized 37

PMCI. Nothing herein shall affect the right of Reorganized PMCI (or any other Reorganized Debtor) to the refund of any amounts previously paid by PMCI or any other Debtor and the Reorganized Debtors reserve all rights with respect to any and all such refunds. F. Corporate Action.

Upon the Effective Date, all corporate actions contemplated by this Plan shall be deemed authorized and approved in all respects, including (i) the transactions contemplated by Article VII.D. hereof, (ii) the adoption of the PMC Holding LLC Agreement and the Subsidiary LLC Agreements, (iii) the conversion of each of the Reorganized Debtors that is not a limited liability company (other than MCID and Wilshire Beverage) to a limited liability company, (iv) the filing of New Charter Documents, (v) the initial selection of managers, directors and officers for the Reorganized Debtors, (vi) the Distribution of Reorganized PMC Holding Membership Interests, New Secured Term Loans, and Cash pursuant to this Plan, (vii) the execution and entry into the New Secured Term Loan Agreement, (viii) the execution and entry into the First Lien Exit Facility, and (ix) all other actions contemplated by this Plan (whether to occur before, on, or after the Effective Date), in each case unless otherwise provided in this Plan. All matters provided for under this Plan involving the corporate structure of the Debtors and Reorganized Debtors or corporate action to be taken by or required of a Debtor or a Reorganized Debtor will be deemed to occur and be effective as of the Effective Date, if no such other date is specified in such documents, and shall be authorized, approved, adopted and, to the extent taken prior to the Effective Date, ratified and confirmed in all respects and for all purposes without any requirement of further action by holders of Claims or Interests, directors or managers of the Debtors or the Reorganized Debtors, as applicable, or any other Person, except for applicable filings necessary to convert corporate Debtors into limited liability companies in accordance with the Plan, and to effect the filing of the New Charter Documents respecting the Debtors. G. Effectuating Documents; Further Transactions.

On and after the Effective Date, the Reorganized Debtors and the officers and members of the boards of managers or the board of directors thereof, are authorized to and may issue, execute, deliver, file or record such contracts, securities, instruments, releases, and other agreements or documents and take such actions as may be necessary or appropriate to effectuate, implement, and further evidence the terms and conditions of this Plan and the securities issued pursuant to this Plan in the name of and on behalf of the Reorganized Debtors, without need for any approvals, authorization, or consents except for those expressly required pursuant to this Plan and applicable non-bankruptcy law. H. Cancellation of Securities and Agreements.

On the Effective Date, except as otherwise specifically provided for in this Plan: (1) the obligations of the Debtors under the Pre-Petition Secured Credit Facility, the Senior Secured Notes Indenture, the Senior Notes Indenture and any other certificate, share, note, bond, indenture, purchase right, option, warrant, or other instrument or document directly or indirectly evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors giving rise to any Claim or Equity Interest (except such certificates, notes, or other instruments or documents evidencing indebtedness or obligations of the Debtors that are specifically

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reinstated pursuant to this Plan), shall be cancelled solely as to the Debtors, and the Reorganized Debtors shall not have any continuing obligations thereunder; and (2) the obligations of the Debtors pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, or certificate or articles of incorporation or similar documents governing the membership interests, certificates, notes, bonds, indentures, purchase rights, options, warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of the Debtors (except such agreements, certificates, notes, or other instruments evidencing indebtedness or obligations of the Debtors that are specifically reinstated pursuant to this Plan) shall be released and discharged; provided, however, notwithstanding confirmation of this Plan or the occurrence of the Effective Date, any agreement that governs the rights of the holder of a Claim shall continue in effect solely for purposes of allowing holders to receive Distributions under this Plan as provided herein; provided, further, notwithstanding confirmation of this Plan or the occurrence of the Effective Date, the Senior Secured Notes Indenture and the Senior Notes Indenture shall continue in effect solely for the purposes of: (1) allowing holders of the Senior Secured Notes Claims and the Senior Notes Claims to receive Distributions under this Plan; and (2) allowing and preserving the rights of the Senior Secured Notes Trustee and the Senior Notes Trustee to (a) make Distributions in satisfaction of the applicable Senior Secured Notes Claims and Senior Notes Claims, (b) exercise its charging lien against any such Distributions, and (c) seek compensation and reimbursement for any fees and expenses incurred in making Distributions; provided, further, however, that the preceding proviso shall not affect the discharge of Claims or Equity Interests pursuant to the Bankruptcy Code, the Confirmation Order or this Plan, or result in any expense or liability to the Reorganized Debtors. I. Voting of Claims.

Each holder of an Allowed Claim in an Impaired Class of Claims shall be entitled to vote to accept or reject this Plan as provided in such Final Order as may be entered by the Court establishing certain procedures with respect to the solicitation and tabulation of votes to accept or reject this Plan, or any other order or orders of the Court. J. Nonconsensual Confirmation.

If less than all Impaired Classes accept this Plan, but at least one (1) Class of Claims Impaired under this Plan has accepted this Plan (and which Class’s acceptance is determined without inclusion of Claims of Insiders), the Debtors may seek to have the Court confirm this Plan under section 1129(b) of the Bankruptcy Code. K. Distributions in Respect of Allowed Claims.

(a) Record Date for Distributions. As of the close of business on the Record Date, the various transfer registers for each of the Classes of Claims or Equity Interests as maintained by the Debtors or their respective agents shall be deemed closed, and there shall be no further changes made to reflect any new record holders of any Claims or Equity Interests occurring on or after the Record Date. The Debtors and the Reorganized Debtors shall have no obligation to recognize any transfer of any Claims or Equity Interests occurring after the Record Date.

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(b) Date of Distributions. Except as otherwise provided herein, Distributions and deliveries under this Plan with respect to Allowed Claims shall be made before the close of business on or as soon as reasonably practicable after the Effective Date. In the event that any payment or act under this Plan is required to be made or performed on a date that is not a Business Day, the making of such payment or the performance of such act may be completed on or as soon as reasonably practicable after the next succeeding Business Day, but shall be deemed to have been completed as of the required date. (c) Disbursing Agent. Except as otherwise provided herein, all Distributions under this Plan shall be made by the Reorganized Debtors as Disbursing Agent or such other entity (as defined in section 101(15) of the Bankruptcy Code) designated by the Reorganized Debtors to assist the Disbursing Agent on the Effective Date. If the Disbursing Agent is an independent third party designated by the Reorganized Debtors to serve in such capacity, such Disbursing Agent shall receive, without further Court approval, reasonable compensation for distribution services rendered pursuant to this Plan and reimbursement of reasonable out-of-pocket expenses incurred in connection with such services from the Reorganized Debtors on terms acceptable to the Reorganized Debtors. No Disbursing Agent shall be required to give any bond or surety or other security for the performance of its duties unless otherwise ordered by the Court. If otherwise so ordered, all costs and expenses of procuring any such bond or surety shall be borne by the Reorganized Debtors. (d) Powers of Disbursing Agent. The Disbursing Agent shall be empowered to (i) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties hereunder, (ii) make all Distributions contemplated hereby, and (iii) exercise such other powers as may be vested in the Disbursing Agent by Final Order of the Court or pursuant to this Plan. (e) Delivery of Distributions.

Except as otherwise provided herein, the Disbursing Agent shall make Distributions to holders of Allowed Claims at the address for each holder indicated on the Debtors’ records as of the date of any such Distribution unless such addresses are superseded by Proofs of Claim or transfers of Claim filed pursuant to Bankruptcy Rule 3001 by the Record Date. If any Distribution to a holder of a Claim is returned as undeliverable, no further Distributions shall be made unless and until the Disbursing Agent is notified of the then-current address of such holder of the Claim, at which time all missed distributions shall be made to such holder of the Claim without interest. Amounts in respect of undeliverable distributions shall be returned to the Reorganized Debtors until such Distributions are claimed. The Reorganized Debtors shall make reasonable efforts to locate holders of undeliverable Distributions. Except as otherwise provided herein, all Distributions to holders of DIP Financing Claims shall be governed by the DIP Credit Facility, and shall be deemed completed when made to the DIP Administrative Agent, who shall in turn make distributions in accordance with the DIP Credit Facility, for further Distribution to the holders of DIP Financing Claims. Except as otherwise provided herein, all Distributions to holders of Senior Secured Notes Claims and Senior Notes Claims shall be governed by the Senior Secured Notes

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Indenture and the Senior Notes Indenture, respectively, and shall be deemed completed when made to the Senior Secured Notes Trustee and the Senior Notes Trustee, respectively, who shall in turn make Distributions in accordance with the Senior Secured Notes Indenture and Senior Notes Indenture, as applicable, for further distribution to holders of Senior Secured Notes Claims and Senior Notes Claims. (f) Distribution of Cash. Any payment of Cash by the Reorganized Debtors pursuant to this Plan shall be made at the option and in the sole discretion of the Reorganized Debtors by (i) a check drawn on, or (ii) wire transfer from, a U.S. domestic bank selected by the Reorganized Debtors. (g) Unclaimed Distributions. Any Distribution under this Plan that is unclaimed six (6) months after the Disbursing Agent has delivered (or has attempted to deliver) such Distribution shall become the property of the Reorganized Debtor against which such Claim was Allowed notwithstanding any federal or state escheat, abandoned or unclaimed property laws to the contrary, and the entitlement by the holder of such unclaimed Allowed Claim to such Distribution or any subsequent Distribution on account of such Allowed Claim shall be discharged and forever barred. In the case of any unclaimed Distributions of Reorganized PMC Holding Membership Interests that remain unclaimed for six (6) months after the Disbursing Agent has delivered (or attempted to deliver) such Distribution, such unclaimed Reorganized PMC Holding Membership Interests shall be forfeited, and the holder of the Allowed Claim otherwise entitled to receive such Reorganized PMC Holding Membership Interests shall have forever forfeited its right to receive any recovery or Distribution under the Plan on account of its Allowed Claim. (h) Fractional Reorganized PMC Holding Membership Interests and De Minimis Distributions. Notwithstanding any other provision in this Plan to the contrary, no fractional units of Reorganized PMC Holding Membership Interests shall be issued or distributed pursuant to this Plan. Whenever any payment of a fraction of a unit of Reorganized PMC Holding Membership Interests would otherwise be required under this Plan, the actual Distribution made shall reflect a rounding of such fraction to the nearest whole share (up or down), with half Interests or less being rounded down and fractions in excess of a half of an Interest being rounded up. Any holder whose Claim has been so rounded down shall not be entitled to receive any compensation whatsoever on account of such reduction. If two or more holders are entitled to equal fractional entitlements and the number of holders so entitled exceeds the number of whole Interests, as the case may be, which remain to be allocated, the Reorganized Debtors shall allocate the remaining whole units to such holders by random lot or such other impartial method as the Reorganized Debtors deem fair, in the their sole discretion. Upon the allocation of all of the whole Reorganized PMC Holding Membership Interests authorized under this Plan, all remaining fractional portions of the entitlements shall be canceled and shall be of no further force and effect. The Debtors (with the consent of the Restructuring Support Parties) or the Reorganized Debtors, as the case may be, shall not be required to, but may in their discretion, make distributions to any holder of a Claim of Cash in an amount less than twenty-five dollars ($25). In addition, the Debtors (with the consent of the Restructuring Support Parties) and the Reorganized Debtors shall not be required to, but may in their discretion, make any payment on

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account of any Claim in the event that the costs of making such payment exceeds the amount of such payment. (i) Distributions for Claims Allowed as of the Effective Date. Unless otherwise provided in this Plan, on the Effective Date the Reorganized Debtors shall distribute Cash, Reorganized PMC Holding Membership Interests, rights and obligations in respect of the New Secured Term Loans, or other appropriate consideration, as the case may be, to the holders of Allowed Claims as contemplated herein. (j) Interest on Claims. Except as expressly provided for in this Plan, the Confirmation Order or any contract, instrument, release, settlement or other agreement entered into in connection with this Plan, or as required by applicable bankruptcy law, including sections 511 and 1129(a)(9)(C)-(D) of the Bankruptcy Code, post-Petition Date interest shall not be treated as accruing in respect of any Claim for purposes of determining the allowance of, and Distribution for or on account of, such Claim; provided, however, that post-Petition Date interest shall accrue on the principal amount of the Senior Secured Notes outstanding at the applicable contract rate set forth in the Senior Secured Notes and the Senior Secured Notes Indenture. (k) Withholding and Reporting Requirements. In connection with this Plan and all instruments issued in connection therewith, the Disbursing Agent shall comply with all applicable withholding and reporting requirements imposed by any federal, state or local taxing authority, and all Distributions under this Plan shall be subject to any such withholding or reporting requirements. (l) Setoffs. The Debtors (with the consent of the Restructuring Support Parties), the Reorganized Debtors and the Claims Administrator, as applicable, may, but shall not be required to, set off against any Claim (for purposes of determining the Allowed amount of such Claim on which Distribution shall be made), any claims of any nature whatsoever that the Debtors or the Reorganized Debtors may have against the holder of such Claim, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors or the Reorganized Debtors of any such claim the Debtors or the Reorganized Debtors may have against the holder of such Claim. Nothing in this Plan shall be deemed to expand rights to setoff under applicable non-bankruptcy law. Notwithstanding the foregoing, the Reorganized Debtors shall be deemed to waive and shall have no right to setoff or recoupment against the holders of Senior Secured Notes Claims or Senior Notes Claims. (m) Allocation of Consideration. To the extent that any Allowed Claim entitled to a Distribution under this Plan is comprised of indebtedness and, accrued but unpaid interest thereon, the consideration distributed to the holder of such Allowed Claim shall be treated as first satisfying the principal amount of such Claim (as determined for federal income tax purposes), and any remaining consideration shall be treated as satisfying accrued but unpaid interest.

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L.

Resolution of Disputed Claims. 1. Objections to Claims.

Prior to the Effective Date, the Debtors (with the consent of the Restructuring Support Parties, as to any claims in excess of $25,000) shall have the right and authority to file, settle, compromise, withdraw, or litigate to judgment any objections to Claims as permitted under this Plan. Unless otherwise ordered by the Court, objections to, or other proceedings concerning the allowance of Claims shall be filed and served upon the holders of such Claims as to which the objection is made, or otherwise commenced, as the case may be, as soon as practicable, but in no event later than the Claims Objection Deadline. Objections to Professional Fee Claims shall be filed and served in accordance with Article III.C. From and after the Effective Date, the Reorganized Debtors shall have the right to object to any and all Claims and shall provide periodic updates to the Claims Administrator on the claims reconciliation process. To the extent the Reorganized Debtors opt not to object to certain General Unsecured Claims, the Claims Administrator may, with the consent of the Reorganized Debtors not to be unreasonably withheld, object to any such General Unsecured Claims; provided, however, that the Claims Administrator must demonstrate to the Reorganized Debtors that the prosecution of the objection to any such General Unsecured Claim is reasonably likely to result in a benefit (net of costs and expenses) to the Cash recoveries of those holders of Allowed Senior Notes Claims and Allowed General Unsecured Claims that are receiving Cash pursuant to the Plan; provided, further, however, that the Reorganized Debtors (i) shall have consent rights over any settlements of objections to any such General Unsecured Claims pursued by the Claims Administrator, which consent shall not be unreasonably withheld and (ii) shall reserve the right to enter into settlements of objections to any such General Unsecured Claims. 2. Settlement of Claims.

Notwithstanding the requirements that may be imposed pursuant to Bankruptcy Rule 9019, from and after the Effective Date, the Reorganized Debtors shall have the authority to settle or compromise any objections or proceedings relating to the allowance of Claims as and to the extent deemed prudent and reasonable without further review or approval of the Court; provided, however, that except as otherwise provided in Article VII.L.1 of this Plan, the Claims Administrator shall have consent rights over any settlement of objections to General Unsecured Claims to the extent that such General Unsecured Claim is (i) settled for an Allowed amount equal to or greater than $150,000, and (ii) such claimant is a Cash Eligible Claimant and has not made the Class 5 Equity Election. Nothing in this Article VII.N shall be deemed to effect or modify the applicable Bar Dates previously established in the Chapter 11 Cases. 3. No Distributions Pending Allowance.

Notwithstanding any other provision hereof, if any portion of a Claim is a Disputed Claim, no payment or Distribution provided hereunder shall be made on account of the disputed portion of such Claim until the disputed portion of such Claim becomes an Allowed Claim.

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4.

Establishment of General Unsecured Claims Reserve.

On the Effective Date or as soon as practicable thereafter, the Reorganized Debtors shall reserve, Cash from the Cash Cap Amount and the Avoidance Action Recovery Pool and Reorganized PMC Holding Membership Interests (to the extent the holder of a Disputed General Unsecured Claim is to receive Reorganized PMC Holding Membership Interests or Cash) with an aggregate value equal to 100% of the Distributions of Cash or Reorganized PMC Holding Membership Interests to which holders of Disputed General Unsecured Claims would be entitled under this Plan as of such date as if the Disputed General Unsecured Claims were Allowed General Unsecured Claims either in the amounts of the Claims as filed or in such amounts as estimated by the Court (the “General Unsecured Claims Reserve”). Accordingly, until such time as all Disputed Claims are resolved, Pro Rata Distributions will be calculated taking into account all Disputed and Allowed Claims of the Class or Classes of Claims to which the pro ration applies. 5. Reorganized PMC Holding Membership Interests and Cash Held in General Unsecured Claims Reserve.

Cash and Reorganized PMC Holding Membership Interests held in the General Unsecured Claims Reserve shall be held by the Reorganized Debtors in trust for the benefit of holders of Allowed General Unsecured Claims. Cash and Reorganized PMC Holding Membership Interests held in the General Unsecured Claims Reserve shall not constitute property of the Reorganized Debtors or any of them and no Reorganized PMC Holding Membership Interests held in the General Unsecured Claims Reserve shall have any voting rights unless and until such Interests are distributed in accordance herewith. The Reorganized Debtors shall pay, or cause to be paid, out of any dividends or distributions paid on account of Reorganized PMC Holding Membership Interests held in the General Unsecured Claims Reserve, any tax imposed on the General Unsecured Claims Reserve by any Governmental Unit with respect to income generated by Reorganized PMC Holding Membership Interests held in the General Unsecured Claims Reserve and any costs associated with maintaining the General Unsecured Claims Reserve. Any Reorganized PMC Holding Membership Interests held in the General Unsecured Claims Reserve after all General Unsecured Claims have been Allowed or disallowed, including any unclaimed Distributions forfeited in accordance with Article VII.J. hereof, shall be forfeited. 6. Distributions after Allowance.

In the event that a Disputed Claim becomes an Allowed Claim, the Disbursing Agent shall distribute to the holder of such Claim such holder’s Pro Rata portion of the property distributable with respect to the Class in which such Claim is classified herein. To the extent that all or a portion of a Disputed Claim is disallowed, the holder of such Claim shall not receive any distributions on account of the portion of such Claim that is disallowed and any property withheld pending the resolution of such Claim shall be reallocated Pro Rata to the holders of Allowed Claims in the same Class. The Disbursing Agent shall make Distributions to holders of Disputed Claims that become Allowed at such time that the Reorganized Debtors determine, in their sole discretion, to make subsequent Distributions to holders of other Claims Allowed following the Initial Distribution Date; provided, however, that the Reorganized Debtors shall

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make such Distributions at least semi-annually. Nothing set forth herein is intended to, nor shall it, prohibit the Reorganized Debtors, in their sole discretion, from making a Distribution on account of any Claim at any time after such Claim becomes an Allowed Claim. 7. Interest on Disputed Claims.

Unless otherwise specifically provided for in this Plan or as otherwise required by sections 506(b), 511 or 1129(a)(9)(C)-(D) of the Bankruptcy Code, interest shall not accrue or be paid on any Disputed Claim in respect of the period from the Effective Date to the date a final Distribution is made when and if such Disputed Claim becomes and Allowed Claim. 8. Estimation of Claims.

The Debtors (with the consent of the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld)) or the Reorganized Debtors may at any time request that the Court estimate any Disputed Claim pursuant to section 502(c) of the Bankruptcy Code or other applicable law regardless of whether the Debtors or the Reorganized Debtors have previously objected to such Claim or whether the Court has ruled on any such objection. The Court will retain jurisdiction to estimate any Claim at any time during the pendency of litigation concerning any objection to any Claim, including during the pendency of any appeal relating to any such objection. In the event that the Court estimates any Disputed Claim, such estimated amount shall constitute either (a) the Allowed amount of such Claim, (b) the amount on which a reserve is to be calculated for purposes of any reserve requirement to this Plan or (c) a maximum limitation on such Claim, as determined by the Court. If the estimated amount constitutes a maximum limitation on such Claim, the Debtors (with the consent of the Restructuring Support Parties and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld)) or the Reorganized Debtors, as applicable, may pursue supplementary proceedings to object to the allowance of such Claim. Claims may be estimated and subsequently compromised, settled, withdrawn or resolved by any mechanism approved by the Court. VIII. EXECUTORY CONTRACTS AND UNEXPIRED LEASES A. Assumption and Rejection of Executory Contracts and Unexpired Leases.

Except as otherwise provided herein or in any contract, instrument, release, indenture or other agreement or document entered into in connection with this 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, 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. The

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Debtors reserve the right to amend the Schedule of Rejected Contracts and Leases at any time 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). B. 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 Article VIII of this Plan shall not apply to any such executory contract or lease. C. Cure.

Except to the extent that different treatment has been agreed to by the non-Debtor party or parties to any executory contract or unexpired lease to be assumed pursuant to Article VIII.A hereof, within ten (10) Business Days prior to the Confirmation Hearing, the Debtors shall, 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, file and serve a pleading with the Bankruptcy Court listing the cure amounts of all executory contracts or unexpired leases to be assumed. The parties to such executory contracts or unexpired leases to be assumed by the Debtors shall have five (5) Business Days from service of such pleading to object to the cure amounts listed by the Debtors. If there are any objections 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. D. 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 contracts or unexpired leases shall be treated as General Unsecured Claims or Convenience Claims, as appropriate under the circumstances. E. 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 46

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 Plan, and the Debtors’ obligations under all such agreements and programs shall survive the Effective Date of this 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 Plan (to the extent such rejection does not violate section 1114 of the Bankruptcy Code), and (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. F. Assumption of ACE Insurance Program.

Notwithstanding anything to the contrary in this Plan: (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 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 Confirmation Date 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, the Reorganized Debtors) thereunder, shall survive and shall not be amended, modified, waived or impaired in any respect by this 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 this 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 liability under the ACE Insurance Program; and (iv) the injunction set forth in section IX.H of this 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 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 arising under 47

the ACE Insurance Program and the costs related thereto without further order of the Bankruptcy Court. G. Assumption of Indemnification Obligations. 1. 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 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. 2. 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. IX. EFFECT OF CONFIRMATION OF THIS PLAN A. Continued Corporate Existence.

Each of the Debtors, as Reorganized Debtors (converted into limited liability companies (other than MCID and Wilshire Beverage), in the case of Debtors that were corporations prior to the Effective Date), shall continue to exist after the Effective Date with all powers of a corporation or a limited liability company under the laws of the respective states governing their formation or incorporation and without prejudice to any right to alter or terminate such existence (whether by merger or otherwise) under applicable state law, except as such rights may be limited, modified and conditioned by this Plan and the documents and instruments executed and delivered in connection therewith. B. Vesting of Assets.

Except as otherwise provided in this Plan or any agreement, instrument, or other document incorporated herein, 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 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 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 48

Action without supervision or approval by the Court and free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules. C. Preservation of Causes of Action.

In accordance with section 1123(b)(3) of the Bankruptcy Code and except as otherwise provided in this Plan, including Articles VII.D and VII.L.1, the Debtors (with the consent of the Restructuring Support Parties) and the Reorganized Debtors shall retain all Litigation Rights, and nothing contained in this Plan or the Confirmation Order shall be deemed to be a waiver or relinquishment of any such Litigation Rights. The Debtors may (but are not required to) enforce all Litigation Rights and all other similar claims arising under applicable state laws, including fraudulent transfer claims, if any, and all other Causes of Action of a trustee and debtor-in-possession under the Bankruptcy Code. Except as otherwise set forth in Articles VII.D and VII.L.1 of this Plan, the Reorganized Debtors, as applicable, in their sole and absolute discretion, shall determine whether to bring, settle, release, compromise, or enforce any such Litigation Rights (or decline to do any of the foregoing), and shall not be required to seek further approval of the Bankruptcy Court for such action. Except as otherwise set forth in Articles VII.D and VII.L.1 of this Plan, the Debtors (with the consent of the Restructuring Support Parties), the Reorganized Debtors, or any successors thereof may pursue such Litigation Rights in accordance with the best interests of the Reorganized Debtors or any successors holding such rights of action. D. Discharge of the Debtors.

Pursuant to section 1141(d) of the Bankruptcy Code, except as otherwise specifically provided in this Plan or in the Confirmation Order, the Distributions and rights that are provided in this 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 Plan on account of such Claims, rights, and 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 this Plan. The 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.

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E.

Releases by the Debtors of Certain Parties.

Pursuant to section 1123(b)(3) of the Bankruptcy Code, effective 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 in any manner arising from, based on, or relating to, any Claim or Interest that is treated in this Plan, the business or contractual arrangements between any Debtor and any Released Party, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, or any act, omission, occurrence, or event in any manner related to any such Claims, Interests, corporate or debt restructuring, or the Chapter 11 Cases, including any claim relating to or arising out of the Chapter 11 Cases, the negotiation and filing of this Plan, the filing of the Chapter 11 Cases, the formulation, preparation, negotiation, dissemination, filing, implementation, administration, confirmation, or consummation of this Plan, the Disclosure Statement, any document filed by the Debtors in respect of this Plan, the Plan Supplement, any employee benefit plan, instrument, release, or other agreement or document created, modified amended or entered into in connection with this Plan. The Reorganized Debtors and any newly-formed entities that will be continuing the Reorganized Debtors’ businesses after the Effective Date shall be bound, to the same extent that the Debtors are bound, by the releases and discharges set forth above; provided, however, that the Debtors shall not release any claims or Causes of Action if any, against the Debtors’ directors as of the Petition Date (other than any director who continued to serve as an officer and a director subsequent to the Petition Date) or any holders of Interests in the Debtors as of the Petition Date in any way relating to (i) the CHI Management Agreements and (ii) any claims of CHI or any other Person or entity arising under or from the rejection of the CHI Management Agreements. F. Releases by Non-Debtors.

On the Effective Date, each Persons who (a) directly or indirectly, has held, holds, or may hold any Claim, (b) votes to accept this Plan in its capacity as a holder of any Claim or Interest, and (c) does not mark their Ballot to indicate their refusal to grant the releases provided in this paragraph, in consideration for the obligations of the Debtors and the Reorganized Debtors under this Plan including the New Secured Term Loans and the Cash, Reorganized PMC Holding Membership Interests, and other contracts, instruments, releases, agreements, or documents to be delivered in connection with this Plan (each, a “Release Obligor”), shall have conclusively, absolutely, unconditionally, irrevocably, and forever released and discharged the Debtors, the Reorganized Debtors, and all Released Parties for and from any Claim or Cause of Action existing as of the Effective Date in any manner arising from, based on, or relating to, in whole or in part, any or all of the Debtors, the subject matter of, or the transaction or event giving rise to, the Claim of such Release Obligor prior to or in connection with the Chapter 11 Cases, the business or contractual arrangements between or among any Debtors and Release Obligor or any Released Party, the restructuring of the claim of such Release Obligor prior to or in connection with the Chapter 11 Cases, or any act, omission, occurrence, or event in any manner related to such subject matter, transaction, obligation, restructuring or the Chapter 11 Cases, including 50

any Claim relating to, or arising out of the Chapter 11 Cases, the filing of the Chapter 11 Cases, the formulation, preparation, negotiation, dissemination, filing, implementation, administration, confirmation, or consummation of this Plan, the Disclosure Statement, any document filed by the Debtors in respect of this Plan, the Plan Supplement, any employee benefit plan, instrument, release, or other agreement or document, created, modified, amended or entered into in connection with this Plan; provided, however, that nothing in this Article IX.F shall release (i) any obligations of the Debtors or the Reorganized Debtors arising under this Plan, (ii) any of the Released Parties from any claim based on any act or omission that constitutes gross negligence or willful misconduct as determined by Final Order or (iii) any Claims or Causes of Action against the Debtors’ directors as of the Petition Date (other than any director who continued to serve as an officer and a director subsequent to the Petition Date) or any holders of Interests in the Debtors as of the Petition Date in any way relating to (x) the CHI Management Agreements and (y) any claims of CHI or any other Person or entity arising under or from the rejection of the CHI Management Agreements. G. Exculpation.

Except as otherwise specifically provided in this Plan, the Plan Supplement or related documents, the Debtors, the Reorganized Debtors and the Released Parties shall neither have, nor incur any liability to any entity for any prepetition or postpetition act taken or omitted to be taken in connection with, or related to, or arising out of the Chapter 11 Cases, the filing of the Chapter 11 Cases, the formulation, preparation, negotiation, dissemination, filing, implantation, administration, confirmation or consummation of this Plan, the Disclosure Statement, the exhibits to this Plan and the Disclosure Statement, the Plan Supplement documents, any employee benefit plan, instrument, release or other agreement or document created, modified, amended or entered into in connection with this Plan, except for their willful misconduct or gross negligence as determined by a Final Order and except with respect to obligations arising under confidentiality agreements, joint interest agreements, or protective orders, if any, entered during the Chapter 11 Cases; provided, however, that each Released Party shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities pursuant to, or in connection with, the above referenced documents, actions, or inactions; provided, further, that Debtors’ directors as of the Petition Date (other than any director who continued to serve as an officer and a director subsequent to the Petition Date) and any holders of Equity Interests as of the Petition Date shall not be exculpated from any liability for any act or omission in connection with, related to, or arising out of (i) the CHI Management Agreements or (ii) any claims of CHI or any other Person or entity arising under or from the rejection of the CHI Management Agreements.

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H.

Injunction.

The satisfaction, release, and discharge pursuant to this Article IX 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 this Plan to the fullest 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. I. 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 this Plan or the Confirmation Order shall remain in full force and effect in accordance with their terms. J. Preservation of Insurance.

Except as otherwise provided herein, the Debtors’ discharge and release from all Claims as provided herein, except as necessary to be consistent with this Plan, shall not diminish or impair the enforceability of any insurance policy that may cover Claims against the Debtors or the Reorganized Debtors, including its officers and current and former directors, or any other person or entity. X. EFFECTIVENESS OF THIS PLAN A. Conditions Precedent to Confirmation.

It shall be a condition to confirmation of this Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article X.C hereof: (1) the Confirmation Order, in form and substance satisfactory to the Debtors, the Restructuring Support Parties and the Creditors’ Committee (in the exercise of the Creditors’ Committee’s reasonable discretion), shall have been entered and shall be in full force and effect and there shall not be a stay or injunction in effect with respect thereto; (2) This Plan, the Plan Supplement and all of the schedules, documents, and exhibits contained therein shall have been filed in form and substance acceptable to (i) the Debtors, to the extent this Plan otherwise provides that such schedule, document or exhibit must be acceptable to the Debtors, (ii) the Creditors’ Committee, to the extent this Plan otherwise provides that such schedule, document or exhibit must be acceptable to the Creditors’ Committee and (iii) the Restructuring Support Parties.

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B.

Conditions Precedent to the Effective Date.

It shall be a condition to the Effective Date of this Plan that the following provisions, terms and conditions are approved or waived pursuant to the provisions of Article X.C.: (1) the Confirmation Order, in form and substance acceptable to the Debtors, the Restructuring Support Parties and the Creditors’ Committee (in the exercise of the Creditors’ Committee’s reasonable discretion), shall be in full force and effect and there shall not be a stay or injunction in effect with respect thereto; (2) the number of holders of record of Reorganized PMC Holding Membership Interests shall be less than 400 after taking into account all Distributions of Reorganized PMC Holding Membership Interests to be made under the Plan to holders of all Allowed Senior Notes Claims and Allowed General Unsecured Claims who are receiving Reorganized PMC Holding Membership Interests pursuant to the Plan and all Disputed General Unsecured Claims who made the Class 5 Equity Election or otherwise will receive Reorganized PMC Holding Membership Interests on account of their Claims to the extent such Claims are ultimately Allowed; (3) all authorizations, consents and regulatory approvals required (if any) for this Plan’s effectiveness shall have been obtained; (4) the formation and governance documents for each of the Reorganized Debtors (including the New Charter Documents, the PMC Holding LLC Agreement and the Subsidiary LLC Agreements) shall be consistent with this Plan and acceptable to the Restructuring Support Parties and the Creditors’ Committee (in the exercise of the Creditors’ Committee’s reasonable discretion); (5) the Reorganized Debtors shall have entered into the First Lien Exit Facility, which shall be on terms and conditions acceptable to the Debtors and the Restructuring Support Parties in consultation with the Creditors’ Committee; (6) the Reorganized Debtors shall have entered into the New Secured Term Loan Agreement, which shall be in form and substance acceptable to the Debtors and the Restructuring Support Parties in consultation with the Creditors’ Committee; (7) the administrative agent (or collateral agent) under the First Lien Exit Facility and the New Secured Term Loan Agent shall have entered into the New Intercreditor Agreement, which shall be in form and substance acceptable to the Debtors and the Restructuring Support Parties in consultation with the Creditors’ Committee; and

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(8) the $7.5 million Cash portion of the New Secured Term Loans shall be fully funded. C. Waiver of Conditions.

The conditions to confirmation of this Plan and to the Effective Date set forth in Article X.A. and X.B. hereof may be waived by the Debtors (with the consent of the Restructuring Support Parties in consultation with the Creditors’ Committee) without notice, leave or order of the Court or any formal action other than proceeding to confirm or consummate this Plan. D. Notice of Confirmation and Effective Date.

On or before five (5) Business Days after the occurrence of the Effective Date, the Reorganized Debtors shall mail or cause to be mailed to all holders of Claims and Interests a notice that informs such holders of (i) the entry of the 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. E. Effect of Failure of Conditions.

In the event that the Effective Date does not occur: (a) the Confirmation Order shall be vacated; (b) no Distributions under this 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 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. F. Vacatur of Confirmation Order.

If a Final Order denying confirmation of this Plan is entered, or if the Confirmation Order is vacated, then this Plan shall be null and void in all respects, and nothing contained in this 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. G. Revocation, Withdrawal, Modification or Non-Consummation.

The Debtors reserve the right to revoke, withdraw, amend or modify this Plan at any time prior to the Confirmation Date (in each case subject to the consent of the Restructuring Support Parties, except as otherwise provided in Article XII.D. of this Plan and the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld)). If the Debtors revoke or withdraw this Plan, the Confirmation Order is not entered, or the Effective 54

Date does not occur, (i) this Plan shall be null and void in all respects, (ii) any settlement or compromise embodied in this Plan (including the fixing or limiting the amount of any Claim or Class of Claims), assumption or rejection of executory contracts or leases effected by this Plan, and any document or agreement executed pursuant to this Plan shall be deemed null and void, and (iii) nothing contained in this Plan, and no acts taken in preparation for consummation of this Plan, shall (a) constitute or be deemed a waiver or release of any Claims by or against, or any Equity Interests in, the Debtors or any other Person, (b) prejudice in any manner any right, remedy or claim of the Debtors or any other Person in any further proceeding involving the Debtors or otherwise, or (c) constitute an admission against interest by the Debtors or any other Person. XI. RETENTION OF JURISDICTION The Court shall have exclusive jurisdiction over all matters arising out of, and related to, the Chapter 11 Cases and this Plan pursuant to, and for the purposes of, section 105(a) and section 1142 of the Bankruptcy Code and for, among other things, the following purposes: (1) to hear and determine motions for the assumption or rejection of executory contracts or unexpired leases pending on the Confirmation Date, and the allowance of Claims resulting therefrom; (2) to determine any other applications, adversary proceedings, and contested matters pending on the Effective Date; (3) to ensure that Distributions to holders of Allowed Claims are accomplished as provided herein; (4) to resolve disputes as to the ownership of any Claim or Equity Interest; (5) to hear and determine timely objections to Claims; (6) to enter and implement such orders as may be appropriate in the event the Confirmation Order is for any reason stayed, revoked, modified or vacated; (7) to issue such orders in aid of execution of this Plan, to the extent authorized by section 1142 of the Bankruptcy Code; (8) to consider any modifications of this Plan, to cure any defect or omission, or to reconcile any inconsistency in any order of the Court, including the Confirmation Order; (9) to hear and determine all applications for compensation and reimbursement of expenses of Professionals under sections 328, 330, 331 and 503(b) of the Bankruptcy Code; (10) to hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of this Plan; (11) to hear and determine any issue for which this Plan requires a Final Order of the Court; (12) to hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505 and 1146 of the Bankruptcy Code; (13) to hear and determine disputes arising in connection with compensation and reimbursement of expenses of professionals for the Restructuring Support Parties, the Senior Secured Notes Trustee, the Senior Secured Notes Collateral Agent or the Senior Notes Trustee for services rendered and expenses incurred during the period commencing on the Petition Date through and including the Effective Date; (14) to hear and determine any Causes of Action preserved under this Plan under Bankruptcy Code sections 544, 547, 548, 549, 550, 551, 553, and 1123(b)(3); (15) to hear and determine any matter regarding the existence, nature and scope of the Debtors’ discharge; (16) to hear and determine any matter regarding the existence, nature, and scope of the releases and exculpation provided in Article IX of this Plan; and (17) to enter a final decree closing the Chapter 11 Cases.

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XII. MISCELLANEOUS PROVISIONS A. 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. B. Payment of Fees and Expenses of Restructuring Support Parties.

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, including the fees and expenses of (i) Akin Gump Strauss Hauer & Feld LLP, in its capacity as legal advisor to the Restructuring Support Parties, and (ii) local Delaware counsel to the Restructuring Support Parties. All amounts distributed and paid to the foregoing parties pursuant to this 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. C. Payment of Fees and Expenses of the Senior Secured Notes Trustee, Senior Secured Notes Collateral Agent and the Senior Notes Trustee.

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; provided that the Senior Secured Notes Trustee, the Senior Secured Notes Collateral Agent and the Senior Notes Trustee shall provide the Debtors, the Restructuring Support Parties and the Creditors’ Committee with invoices (or such other documentation as the Debtors or another of such parties may reasonably request) for which it seeks payment on or before the Effective Date, and provided that the Debtors, the Restructuring Support Parties and the Creditors’ Committee shall not have objected to the payment of such fees or expenses within five (5) Business Days after the later to occur of the receipt of the applicable invoice or the date of approval of the Disclosure Statement, such fees and expenses shall be promptly paid. To the extent that the Debtors or any of such other parties object to any of the fees and expenses of the Senior Secured Notes Trustee, the Senior Secured Notes Collateral Agent or the Senior Notes Trustee, the Debtors or the Reorganized Debtors shall not pay any disputed portion of such fees and expenses until a resolution of such objection is agreed to by the Debtors (or Reorganized Debtors) and such party and/or their counsel or a further order of the Court upon a motion filed with the Court by the party whose fees and expenses have been objected to.

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D.

Modification of this Plan.

Subject to the limitations contained in this Plan: (1) the Debtors (with the consent of the Restructuring Support Parties and in consultation with the Creditors’ Committee) reserve the right, in accordance with the Bankruptcy Code and the Bankruptcy Rules, to amend, modify, revoke or withdraw this Plan prior to the entry of the Confirmation Order, including amendments or modifications to satisfy section 1129(b) of the Bankruptcy Code; and (2) after the entry of the Confirmation Order, 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 this Plan, in accordance with Section 1127(b) of the Bankruptcy Code. Notwithstanding anything to the contrary herein, the Debtors may revoke or withdraw the Plan upon the occurrence of a “Company Termination Event” under (and as defined in) the Restructuring Support Agreement; provided, however, that the Debtors reserve the right to fully or conditionally waive, on a prospective or retroactive basis, the effects of this paragraph in respect of any such Company Termination Event, with any such waiver effective only if in writing and signed by the Debtors. E. Dissolution of Creditors’ Committee.

The Creditors’ Committee shall continue in existence until the Effective Date to exercise those powers and perform those duties specified in section 1103 of the Bankruptcy Code. On the Effective Date, the Creditors’ Committee shall be dissolved and its members shall be deemed released of all their duties, responsibilities and obligations in connection with the Chapter 11 Cases or this Plan and its implementation, and the retention or employment of the Creditors’ Committee’s attorneys, financial advisors, and other agents shall terminate as of the Effective Date; provided, with respect to any objections to Claims or other actions brought by the Creditors’ Committee during the pendency of the Chapter 11 Cases (solely to the extent that the Creditors’ Committee requested and obtained necessary authority from the Court to bring such actions and such actions were validly commenced), the Claims Administrator shall become successor in interest to the Creditors’ Committee on the Effective Date; provided, further, the Creditors’ Committee’s attorneys and financial advisors shall be entitled to pursue their own Professional Fee Claims and represent the Creditors’ Committee in connection with the review of and the right to be heard in connection with all Professional Fee Claims. In the event an appeal is pending from the Confirmation Order as of the Effective Date, the Creditors’ Committee shall remain in existence for all purposes related to the prosecution and defense of such appeal, and the Creditors’ Committee Professionals shall be entitled to reasonable compensation and reimbursement of expenses in connection with such matters. F. Votes Solicited in Good Faith.

The Debtors have, and upon confirmation of this Plan shall be deemed to have, solicited acceptances of this Plan in good faith and in compliance with the applicable provisions of the Bankruptcy Code. The Debtors (and each of their respective affiliates, agents, directors, managers, officers, members, employees, advisors, and attorneys) have participated in good faith and in compliance with the applicable provisions of the Bankruptcy Code in the offer and issuance of the securities offered and sold under this Plan and, therefore, are not, and on account

57

of such offer and issuance will not be, liable at any time for the violation of any applicable law, rule, or regulation governing the solicitation of acceptances or rejections of this Plan or the offer or issuance of the securities offered and distributed under this Plan. G. Administrative Claims Incurred After the Effective Date.

Except as otherwise specifically provided for in this Plan, from and after the Effective Date, the Reorganized Debtors shall, in the ordinary course of business and without any further notice to or action, order, or approval of the Court, pay in Cash (i) any Administrative Claims and (ii) the reasonable legal, professional, or other fees and expenses related to the implementation of this Plan incurred by the Reorganized Debtors. Upon the Effective Date, any requirement that Professionals comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seeking retention or compensation of services rendered after such date shall terminate, and the Reorganized Debtors may employ and pay any Professional in the ordinary course of business without any further notice to or action, order or approval of the Court. H. Request for Expedited Determination of Taxes.

The Reorganized Debtors shall have the right to request an expedited determination under section 505(b) of the Bankruptcy Code with respect to tax returns (other than federal tax returns) filed by any of them, or to be filed by any of them, for any and all taxable periods ending after the Petition Date through the Effective Date. I. 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 shall govern the construction and implementation of this Plan, any agreements, documents, and instruments executed in connection with this 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. J. Filing or Execution of Additional Documents.

On or before the Effective Date, the Debtors (with the consent of the Restructuring Support Parties) or the Reorganized Debtors, shall file with the Court or execute, as appropriate, such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of this Plan. K. 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 58

of any lease or sublease, or (c) the making or delivery of any other instrument whatsoever, in furtherance of or in connection with this Plan shall not be subject to any stamp, real estate transfer, mortgage, recording sales or use or other similar tax. L. 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 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 the Plan or the Plan Supplement. M. Waiver of Federal Rule of Civil Procedure 62(a).

The Debtors may request that the Confirmation Order include (a) a finding that Fed. R. Civ. P. 62(a) shall not apply to the Confirmation Order, and (b) authorization for the Debtors to consummate this Plan immediately after entry of the Confirmation Order. N. Exhibits/Schedules.

All Exhibits and schedules to this Plan and the Plan Supplement are incorporated into and constitute a part of this Plan as if set forth herein. O. Notices.

All notices, requests, and demands hereunder to be effective shall be in writing and unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile transmission, when received and telephonically confirmed, addressed as follows: To the Debtors: Perkins & Marie Callender’s Inc., in care of Troutman Sanders LLP, The Chrysler Building, 405 Lexington Avenue, New York, NY 10174, attention: Mitchel H. Perkiel, Esq., Tel: (212) 704-6000, Fax: (212) 704-6288. To the Creditors’ Committee: Official Committee of Unsecured Creditors of Perkins & Marie Callender’s Inc., in care of Ropes & Gray, LLP, 1211 Avenue of the Americas, New York, New York 10036, attention: Mark Somerstein, Esq., Tel: (212) 841-8814, Fax: (646) 728-1663. To the Pre-Petition Administrative Agent and DIP Administrative Agent: In care of Paul Hastings LLP, 600 Peachtree Street, N.E., Suite 2400, Atlanta, Georgia 30308, attention: Jesse H. Austin, III, Esq., Tel: (404) 815-2400, Fax: (404) 685-5167.

59

To the Restructuring Support Parties: In care of Akin Gump Strauss Hauer & Feld LLP, 1333 New Hampshire Avenue, N.W., Washington, D.C. 20036, attention: Scott Alberino, Esq., Tel: (202) 887-4000, Fax: (202) 887-4288. P. Plan Supplement.

The Plan Supplement will be filed with the Clerk of the Court no later than ten (10) calendar days prior to the Confirmation Hearing, unless such date is further extended by order of the Court on notice to parties in interest. The Plan Supplement may be inspected in the office of the Clerk of the Court during normal court hours and shall be available online at “https://ecf.deb.uscourts.gov.” Holders of Claims or Equity Interests may obtain a copy of the Plan Supplement upon written request to counsel to the Debtors in accordance with Article XII.O of this Plan or by accessing the website maintained by the Debtors’ claims and noticing agent at “www.PRKMCRestructuring.com”. Q. Further Actions; Implementations.

The Debtors shall be authorized to execute, deliver, file or record such documents, contracts, instruments, releases and other agreements and take such other or further actions as may be necessary to effectuate or further evidence the terms and conditions of this Plan. From and after the Confirmation Date, the Debtors shall be authorized to take any and all steps and execute all documents necessary to effectuate the provisions contained in this Plan. R. Severability.

If, prior to the entry of the Confirmation Order, any term or provision of this Plan is held by the Court to be invalid, void, or unenforceable, the Court, at the request of the Debtors (with the consent of the Restructuring Support Parties and, to the extent such provision affects the rights of the Creditors’ Committee, the Creditors’ Committee (which consent of the Creditors’ Committee shall not be unreasonably withheld)), shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and provisions of this Plan will remain in full force and effect and will in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of this Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms. S. Entire Agreement.

Except as otherwise indicated, this Plan and the Plan Supplement supersede all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and integrated into this Plan.

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T.

Binding Effect.

This Plan shall be binding on and inure to the benefit of the Debtors, the holders of Claims against and Equity Interests in the Debtors, and each of their respective successors and assigns, including each of the Reorganized Debtors, and all other parties in interest in the Chapter 11 Cases. U. 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 herein shall prevent the Debtors or any other party in interest from arguing that substantial consummation of this Plan has occurred prior to the Effective Date. V. Conflict.

The terms of this Plan shall govern in the event of any inconsistency with the summaries of this Plan set forth in the Disclosure Statement. In the event of any inconsistency or ambiguity between and among the terms of this Plan, the Disclosure Statement, and the Confirmation Order, the terms of the Confirmation Order shall govern and control. (Remainder of Page Intentionally Left Blank) (Signature Pages Follow)

61

EXHIBIT A TO DEBTORS’ SECOND AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

Term Sheet Regarding New Secured Term Loans

1

$110,563,000 Second Lien Secured Term Loan Exit Facility Summary of Principal Terms and Conditions1 Borrower: Guarantors: Perkins & Marie Callender’s LLC, a Delaware limited liability company (“Reorganized PMCI”). Perkins & Marie Callender’s Holding LLC (“Reorganized PMC Holding”) and each of the Reorganized Subsidiary Debtors (other than Reorganized PMCI)2 and any subsequently acquired or organized wholly owned domestic subsidiary of the Borrower. A second lien secured term loan facility up to the aggregate Term Loan Commitment (as defined below) (the “Term Facility”), to be extended for the purposes set forth under “Purposes” below. $110,563,000 (the “Term Loan Commitment”), of which (i) $103,063,000 will be deemed to have been advanced by the holders of the Senior Secured Notes in exchange for 100% of the principal amount outstanding in respect of the Senior Secured Notes as of the Effective Date (as defined below), and (ii) $7,500,000 is new funding from Standard; provided, however, that the loan documentation shall include the ability for the Borrower to request an increase in the Term Loan Commitment of up to $10,000,000, subject to terms and conditions to be set forth in the loan documentation, including the consent of the Requisite Lenders. [•] (“Bank”), will act as sole administrative agent and collateral agent (collectively, in such capacities, the “Agent”) for a group of lenders consisting of (i) funds managed and/or advised by Wayzata Investment Partners LLC (collectively, “Wayzata”) who are holders of the Senior Secured Notes and (ii) funds managed and/or advised by Standard General Master Fund LP (collectively, “Standard General” and, together with Wayzata, the “Lenders”), and will perform the duties customarily associated with such roles.

Credit Facility:

Principal Amount:

Agent and Lenders:

1 2

All capitalized terms not defined herein shall have the meaning ascribed to them in the Plan. Upon emergence, the Reorganized Subsidiary Debtors shall be: [Perkins & Marie Callender’s Realty LLC; Perkins Finance LLC; Wilshire Restaurant Group LLC; PMCI Promotions LLC; Marie Callender Pie Shops, LLC; Marie Callender Wholesalers, LLC; MACAL Investors, LLC; MCID, LLC; Wilshire Beverage, LLC; and FIV, LLC].

1

Definitive Documentation:

The definitive documentation shall, except as otherwise set forth herein, be substantially the same as the definitive documentation for the First Lien Exit Facility (as defined below). • Confirmation of a plan of reorganization (the “Plan”) supported by the Lenders holding a majority of the Term Loan Commitments (“Requisite Lenders”); Conditions precedent which are usual and customary for facilities of this nature, and as appropriate, applicable to Borrower and Guarantors; and Payment of all fees and expenses of the Agent and the Lenders.

Conditions Precedent:

• Interest Rates:

The interest rate under the Term Facility will be 14% per annum, payable monthly. The Term Facility will mature on November 30, 2016. All obligations of the Borrower under the Term Facility will be unconditionally guaranteed (the “Guarantees”) by Reorganized PMC Holding, each of the Reorganized Subsidiary Debtors (other than Reorganized PMCI),3 and any subsequently acquired or organized, wholly owned domestic subsidiary of the Borrower. Make required distributions under the Plan, satisfy certain Plan-related expenses, fund the Borrower’s and Guarantors’ working capital needs, and pay fees and expenses associated with the transactions contemplated by this Term Sheet. The obligations of the Borrower and the Guarantors under the Term Facility and the Guarantees, as applicable, will be secured by second-priority liens on all collateral that secures that certain first lien exit facility in an aggregate amount not to exceed $35 million entered into by the Borrower on the Effective Date (“First Lien Exit Facility”), the obligations of which are secured by a first priority security interest in substantially all the assets of the Borrower and its subsidiaries party thereto.

Final Maturity: Guarantees:

Purpose:

Security:

3

Upon emergence, the Reorganized Subsidiary Debtors shall be: [Perkins & Marie Callender’s Realty LLC; Perkins Finance LLC; Wilshire Restaurant Group LLC; PMCI Promotions LLC; Marie Callender Pie Shops, LLC; Marie Callender Wholesalers, LLC; MACAL Investors, LLC; MCID, LLC; Wilshire Beverage, LLC; and FIV, LLC].

2

Intercreditor Agreement:

The lien priority, relative rights and other creditors’ rights issues in respect of the First Lien Exit Facility and the Term Facility will be set forth in a customary intercreditor agreement. The 14% Senior Secured Notes due May 31, 2013 issued by Perkins & Marie Callender’s Inc. pursuant to the Indenture dated as of September 24, 2008 among Perkins & Marie Callender’s Inc., Perkins & Marie Callender’s Holding, Inc. and The Bank of New York Mellon Trust Company, N.A., as indenture trustee, and The Bank of New York Mellon, as collateral agent, as amended, restated or modified from time to time. Substantially similar to the mandatory prepayment provisions in the Senior Secured Notes, but on terms no more onerous than what are in the definitive documentation for the First Lien Exit Facility; provided that mandatory prepayments of the Term Facility shall not be made until the First Lien Exit Facility has been paid in full. Provided that the First Lien Exit Facility has been paid in full, may be prepaid in whole or in part at any time on or after the Effective Date at the option of the Borrower at the prepayment prices (expressed as percentages of the principal amount thereof) set forth below plus accrued and unpaid interests thereon to the applicable prepayment date, if prepaid during the twelve-month period beginning on the anniversary of the Effective Date of the years indicated below: YEAR On or before the first anniversary of the Effective Date After the first anniversary of the Effective Date but on or prior to the second anniversary of the Effective Date PRICE 110% 107%

Senior Secured Notes:

Mandatory Prepayments:

Voluntary Prepayments:

After the second anniversary of the Effective Date 103.5% but on or prior to the third anniversary of the Effective Date Any time after the third anniversary of the Effective Date but prior to maturity Representations and 100%

Substantially similar to the representations and warranties in the Senior Secured Notes, but on terms no more onerous than

3

Warranties: Conditions Precedent:

what are in the definitive documentation for the First Lien Exit Facility. Substantially similar to the conditions precedent in the Senior Secured Notes, but on terms no more onerous than what are in the definitive documentation for the First Lien Exit Facility. Substantially similar to the affirmative covenants in the Senior Secured Notes, but on terms no more onerous than what are in the definitive documentation for the First Lien Exit Facility (unless otherwise agreed by the Requisite Lenders). Substantially similar to the negative covenants in the Senior Secured Notes, but on terms no more onerous than what are in the definitive documentation for the First Lien Exit Facility (unless otherwise agreed by the Requisite Lenders); provided, however, there shall be appropriate differences for junior debt, including, without limitation, baskets that are 10% larger. Substantially similar to the financial covenants in the definitive documentation for the First Lien Exit Facility (unless otherwise agreed by the Requisite Lenders). Substantially similar to the events of default in the Senior Secured Notes, but on terms no more onerous than what are in the definitive documentation for the First Lien Exit Facility (unless otherwise agreed by the Requisite Lenders). Amendments, waivers and consents with respect to the Term Facility and related documentation shall require the approval of the Borrower and the Requisite Lenders; except that (a) the consent of each Lender directly adversely affected thereby shall be required with respect to (i) reductions in the amount or extensions of the scheduled date of maturity of any loan or reduce the amount or extend the scheduled payment date for, any payments (other than mandatory prepayments), (ii) reductions in the rate of interest or any fee or extensions of any due date thereof. Each Lender will be permitted to make assignments and sell participations on customary terms. Substantially similar to terms in the Senior Secured Notes as it relates to the indenture trustee for the Senior Secured Notes, but on terms no more onerous than what are in the definitive documentation for the First Lien Exit Facility.

Affirmative Covenants:

Negative Covenants:

Financial Covenants:

Events of Default:

Amendments:

Assignments and Participations: Expenses and Indemnification:

4

Governing Law and Forum:

New York.

5

EXHIBIT B TO DEBTORS’ SECOND AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

PMC Holding LLC Agreement Term Sheet

1

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

EXHIBIT C SCHEDULE OF REJECTED CONTRACTS AND LEASES
Executory Contract or Unexpired Lease Contract/Agreement Billboard Contract/Agreement Linen Contract/Agreement Waste Removal Contract/Agreement Waste Removal Contract/Agreement Waste Removal Contract/Agreement Waste Removal Contract/Agreement Waste Removal Contract/Agreement Waste Removal Contract/Agreement Waste Removal Contract/Agreement Waste Removal Contract/Agreement Coffee Pot and Coffee Contract/Agreement Elevator Service

Contract Counterparty Adams Outdoor 407 E. Ransom Street Kalamazoo, MI 49007 Admiral Linen 1750 Shipman San Antonio, TX 78219 Allied Waste Services 3424 FM 973 DelValle, TX 78617 Allied Waste Services 4542 SE Loop 410 San Antonio, TX 78222 Allied Waste Services P.O. Box 320 Independence, MO 64050 Allied Waste Services 9813 Flying Cloud Drive Eden Prairie, MN 55347 Allied Waste Services P.O. Box 39 Circle Pines, MN 55014 Allied Waste Services 8661 Rendova Street Blaine, MN 55014 Allied Waste Services 4325 E 66th Street Grove Heights, MN 55076 Allied Waste Services 5645 Moreau River Access Road Jefferson City, MO 65101 Alpine Valley Water 10341 Julian Drive Cincinnati, OH 45215 Amtech Elevator Services 3041 Roswell St. Los Angeles, CA 90065

1 of 9

EXHIBIT C SCHEDULE OF REJECTED CONTRACTS AND LEASES
Executory Contract or Unexpired Contract Counterparty Lease Apostolou, Mark T. 15 Cherry Place Manasquan, NJ 08736 -andApostolou, Martha G. 18418 Harbour Town Terrace Leesburg, VA 20176 -andCallas, George 632 Valley Road Development Agreement dated as of Brielle, NJ 08730 June 30, 1985, between (i) Perkins -andRestaurants, Inc., and (ii) Louis T. Torres, Barbara Apostolou Apostolou and George S. Callas, and 201 Atlantic Ave. any amendments or agreements Pt. Pleasant Beach, NJ 08742 related thereto. Note (a) Aramark 1920 Oak Street Contract/Agreement La Crosse, WI 54603 Towel and Rug Service Aramark Uniform Serv. Contract/Agreement 4890 Duff Drive Laundering of Production and Lab Cincinnati, OH 45246 coats Athens Services 14048 Valley Blvd. Contract/Agreement City of Industry, CA 91716 Waste Removal B&G Outdoor P.O. Box 17231 Contract/Agreement Memphis, TN 38119 Billboard Broniec Associates Contract/Agreement P.O. Box 748 Review and recover A/P Norcross, GA 30091 overpayments or errors Callender, Donald, individually and as Trustee c/o Douglas K. Ammerman and Janet S. Feldmar, Trustees of the Donald W. Callender Family Trust Contract/Agreement 4029 Westerly Place Trademark License Agreement dated Suite 111 September 16, 1994, as may be Newport Beach, CA 92660 amended, modified or restated Management Agreement dated as of November 12, 1999, by and among Castle Harlan, Inc., Wilshire Restaurant Group, Inc., and Marie Castle Harlan, Inc. Callender Pie Shops, Inc., and any 150 East 58th Street amendments or agreements related New York, NY 10155 thereto Note (a)

2 of 9

EXHIBIT C SCHEDULE OF REJECTED CONTRACTS AND LEASES
Executory Contract or Unexpired Lease Management Agreement dated as of September 21, 2005, by and among Castle Harlan, Inc., The Restaurant Holding Corporation, The Restaurant Company, TRC Holding Corp., and TRC Holding LLC, and any amendments or agreements related thereto Note (a)

Contract Counterparty

Castle Harlan, Inc. 150 East 58th Street New York, NY 10155 CBL-RM Waco, LLC c/o CBL and Associates Management, Inc. Suite 500 CBL Center 2030 Hamilton Place Blvd. Chattanooga, TN 37421 CBS Outdoor 405 Lexington Ave. New York, NY 10174 Chula Vista Star News Chula Vista Neighbors 296 Third Ave. Chula Vista, CA 91910 Cintas 1877 Industrial Dr. Stockton, CA 95206 Cintas 4650 S. Coach Drive #150 Tucson, AZ 85714 Cintas Corporation #301 P.O. Box 630910 Cincinnati, OH 45263 Cintas Linen P.O. Box 88005 Chicago, IL 60680

Lease Termination Agreement Contract/Agreement Billboard (Store 257, 77)

Contract/Agreement Newspaper

Contract/Agreement Linen (Store 87) Contract/Agreement Restroom Cleaning (Store 55) Contract/Agreement Bathroom cleaning supplies (Store 1170) Contract/Agreement Rugs/cleaning supplies (Store 1194 & 1196)

Clear Channel Outdoor Attn: Corporate Bankruptcy Specialist P.O. Box 591790 Contract/Agreement San Antonio, TX 78259 Billboard (Store 1219) Clear Channel Outdoor 2201 East Camelback Rd. Suite 500 Phoenix, AZ 85016 Clipper Marketplace 2873 N. Nevada St. Chandler, AZ 85225

Contract/Agreement Billboard (Stores 234 & 237) Contract/Agreement Direct Mail

3 of 9

EXHIBIT C SCHEDULE OF REJECTED CONTRACTS AND LEASES
Executory Contract or Unexpired Lease Contract/Agreement Promotional sponsorship Contract/Agreement PM Service Agreement Contract/Agreement Aprons, towels, plastic food gloves and garbage bags Contract/Agreement Snow/Landscape (Store 1163)

Contract Counterparty Colorado Springs Sky Sox Baseball 4385 Tutt Blvd. Colorado Springs, CO 80922 Commercial Refrigeration 541 Brunken Ave. Salinas, CA 93901 Continental Linen 4200 Manchester Road Kalamazoo, MI 49001 D+D Maintenance 922 W. Grove Street Appleton, WI 54915 Dillard Square L.P. c/o Laura Reece Loeb Properties, Inc. 825 Valleybrook Dr. Memphis, TN 38120 Emerald Waste-FL 1378 A S. Volusia Ave. Orange City, FL 32763 Everclean Services 28632 Roadside Drive #275 Agoura Hills, CA 91301 Facilitec West 1536 W. 25th St. #168 San Pedro, CA 90732 Financial Recovery Services, Inc. 80 Wesley Street South Hackensack, NJ 07606 First Alarm 807-A Charles Ave. Seaside, CA 83995 Florida Logos 3760 New Tampa Road Lakeland, FL 33815 Florida Refuse-Lakeland 3820 Maine Ave. Lakeland, FL 33801 G&K Services 800 Isbell Street Green Bay, WI 54303 Gerber Life Insurance AC Newman & Company 7060 North Marks Avenue Suite 108 Fresno, CA 93711

Property Lease 3455 Poplar Ave. Contract/Agreement Waste Hauler Contract/Agreement Unit Inspections Contract/Agreement Hood Cleaning Contract/Agreement Telephone excise tax refund Contract/Agreement Fire Alarm and Monitoring Contract/Agreement Billboard

Contract/Agreement Waste Hauler Contract/Agreement Towels, Aprons and Rug Service

Contract/Agreement Business Travel Accident

4 of 9

EXHIBIT C SCHEDULE OF REJECTED CONTRACTS AND LEASES
Executory Contract or Unexpired Lease Contract/Agreement Billboard

Contract Counterparty GR Displays, LLC 6959 Wildermere Drive Rockford, MI 49341 Jani-King of Las Vegas Inc. 5828 S.Pecos Road Building C Las Vegas, NV 89120 Jefferson Wells International, Inc. 24091 Network Place Chicago, IL 60673 Jefferson Wells International, Inc. 24091 Network Place Chicago, IL 60673 Just In Time - Air Conditioning and Refrigeration 22226 N 23rd Avenue, #3 Phoenix, AZ 85027 L & E Management Company, Inc. Larry R. Walker 830 Herbert Road Cordova, TN 38018 Lakeland Outdoor 215 E. Bay Street Suite 7 Lakeland, FL 33801-4983 Lamar Companies 5551 Corporate Blvd Ste 2-A Baton Rouge, LA 70808 Lloyds Refrigeration Inc. 5701 West Sunset Road Las Vegas, NV 89118 Meldco, Inc. c/o Ernest Harvey 1592 Elm Street North Twin Falls, ID 83301 Michigan Logos, Inc. 5030 Northwind Drive Suite 103 East Lansing, MI 48823 Mickeys Linen 395 W. State Route 104 Divernon, IL 62530 Mid County Post 931 Bay Ave. Suite 1C Capitola, CA 95010

Contract/Agreement Carpet / Floor Cleaning Contract/Agreement State Income Tax Savings from returns filed for years 2006 through May 2010 Contract/Agreement State Sales Tax savings from returns filed for years 2007 through May 2010

Contract/Agreement PM Service Agreement

Property Sublease 3455 Poplar Avenue

Contract/Agreement Billboard Contract/Agreement Billboard (Stores 89, 257, 262, 266, 260, 1178) Contract/Agreement Full Service Agreement

Property Lease 1564 Blue Lake Blvd.

Contract/Agreement Billboard Contract/Agreement Linen

Contract/Agreement Newspaper

5 of 9

EXHIBIT C SCHEDULE OF REJECTED CONTRACTS AND LEASES
Executory Contract or Unexpired Lease Contract/Agreement Linen

Contract Counterparty Mission Linen 1275 Montalvo Bay Palm Springs, CA 92262 Modern Aire 2200 Cooper Avenue P.O. Box 3017 Merced, CA 95344 Muzak 1665 Shelby Oaks Drive Suite 104 Memphis, TN 38134 Muzak 3318 Lakemont Blvd. Fortmill, SC 29708 NET(net), Inc. 217 E 24th Street Suite 010 Holland, MI 49423 North County Times 207 E. Pennsylvania Ave. Escondido, CA 92025 Omega Trust (including Omega Trust #1, Omega Trust #2 and Omega Trust #3) 250 Lake Drive East Chanhassen, MN 55317

Contract/Agreement PM Service Agreement (Store 257)

Contract/Agreement Music for phone system Contract/Agreement Music on Hold Contract/Agreement Consulting services on software maintenance contracts Contract/Agreement Newspaper Letter from Perkins Pancake Houses, Inc. to Wyman Nelson dated as of September 26, 1969, and any amendments or agreements related thereto Note (a)

Agreement dated as of February 1, 1977, between (i) Reynold M. Omega Trust (including Omega Trust Anderson, Richard S. Taylor, and #1, Omega Trust #2 and Omega Howard S. Cox, as trustees, and (ii) Trust #3) Perkins’ Cake and Steak, Inc., on the 250 Lake Drive East other hand, and any amendments or Chanhassen, MN 55317 agreements related thereto Note (a) Rivet Software, Inc. 4340 South Monaco Street 4th Floor Contract/Agreement Denver, CO 80237 XBRL Outsourcing (SEC filings) Salem Statesman Journal 280 Church St. NE Contract/Agreement Salem, OR 97309 Newspaper Salinas Californian 123 W Alisal Street Contract/Agreement Salinas, CA 93901 Newspaper San Jose Mercury News 750 Ridder Park Drive Contract/Agreement San Jose, CA 95190 Newspaper

6 of 9

EXHIBIT C SCHEDULE OF REJECTED CONTRACTS AND LEASES
Executory Contract or Unexpired Lease

Contract Counterparty Santa Cruz Good Times Weekly 1205 Pacific Avenue Suite 301 Santa Cruz, CA 95050 Santa Rosa Press Democrat 427 Mendocino Ave. Santa Rosa, CA 95402 Seal Rock, Inc P.O. Box 634 San Juan Bautista, CA 95045 Silicon Valley News Group 1095 The Alameda San Jose, CA 95126 Summit Lawn Care 171 E. Sternberg Rd Muskegon, MI 49441 Summit Lawn Care & Snow Removal 171 E. Sternberg Muskegon, MI 49441 Top Cut Lawn Care Services 163 N. 152nd Ave. Holland, MI 49424 Trabon Printing 420 East Bannister Road Kansas City, MO 64131

Contract/Agreement Newspaper Contract/Agreement Newspaper Contract/Agreement Billboard Contract/Agreement Newspaper Contract/Agreement Lawn care/snowplowing

Contract/Agreement Snow removal contract and lawn care Contract/Agreement Lawn Care and snow removal Contract/Agreement Menu & Collateral On-line to Print Agreement dated as of December 20, 1973, between (i) Alvin D. Kuper and Lavern C. Kuper, and (ii) Original Cake & Steak House, Inc., and any amendments or agreements related thereto Note (a) Area Franchise Agreement dated as of March 31, 1976, between (i) OCASH, Inc., (ii) Alvin D. Kuper and Lavern C. Kuper, and (iii) Tri-State House of Pancakes, Inc., and any amendments or agreements related thereto Note (a) Agreement dated as of May 4, 1976, between OCASH, Inc. and Tri-State House of Pancakes, Inc., and any amendments or agreements related thereto Note (a) Contract/Agreement Newspaper

Tri-State House of Pancakes, Inc. 3400 S Duluth Sioux Falls, SD 57105

Tri-State House of Pancakes, Inc. 3400 S Duluth Sioux Falls, SD 57105

Tri-State House of Pancakes, Inc. 3400 S Duluth Sioux Falls, SD 57105 Tulsa World 315 S. Boulder Tulsa, OK 74103

7 of 9

EXHIBIT C SCHEDULE OF REJECTED CONTRACTS AND LEASES
Executory Contract or Unexpired Lease

Contract Counterparty Twin Falls Restaurant, Inc. Nancy McDaniel 316 W. Boone Avenue Suite 575 Spokane, WA 99201 United Rentals, Inc. 555 Hardman Ave. South Saint Paul MN. 55075 United Rentals, Inc. 555 Hardman Ave. South Saint Paul, MN 55075 Valpak Bay Area, Inc. 1333 Willow Pass Rd. Suite 200 Concord, CA 94520 Veolia-IL,Rockford Davis Junctions Rockford, IL 61107 Veolia-MN 309 Como Ave. St. Paul, MN 55103 Veolia-WI P.O. Box 1460 Eau Claire, WI 54702 Veolia-WI 5509 Fuller Street Schofield, WI 54476 Waste Connections of TN, Inc District 6810 621 E. Brooks Memphis, TN 38116 Waste Connections-CO 5500 Franklin Denver, CO 80217 Waste Management-MN 1901 Ames Drive Burnsville, MN 55306 Waste Management-ND 7007 15TH ST. NW Bismarck, ND 58503 Waste Management-TN 3750 Hatcher Circle Memphis, TN 38113

Property Sublease 1564 Blue Lake Blvd N Contract/Agreement Wet Vac Rental (Stores 1170, 1178,1183,1189, 1259, 1267) Contract/Agreement Wet Vac Rental (Store 1176)

Contract/Agreement Direct Mail

Contract/Agreement Waste Hauler Contract/Agreement Waste Hauler Contract/Agreement Waste Hauler Contract/Agreement Waste Hauler

Contract/Agreement Garbage Disposal Contract/Agreement Waste Hauler

Contract/Agreement Waste Hauler

Contract/Agreement Waste Hauler Contract/Agreement Waste Hauler

8 of 9

EXHIBIT C SCHEDULE OF REJECTED CONTRACTS AND LEASES
Executory Contract or Unexpired Lease

Contract Counterparty

Waste Management-WI W132 N10487 Grant Drive Germantown, WI 53022 Waste Pro-FL P.O. Box 60717 Ft Myers, FL 33906 West Central Sanitation-MN P.O. Box 796 Willmar, MN 56201 West MI Whitecaps 4500 West River Drive Comstock Park, MI 49321 Westlaw Business P.O. Box 6292 Carol Stream, IL 60197 Wisconsin Highway 1234 N. 62nd Street Milwaukee, WI 53213-2996

Contract/Agreement Waste Hauler (Store 1008, 1024, 1052, 1225)

Contract/Agreement Contract/Agreement Waste Hauler Contract/Agreement Promotional sponsorship Contract/Agreement Edgarization Software (SEC filings) Contract/Agreement Billboard

Note (a)- The inclusion of such agreements or documents as executory contracts to be rejected (i) does not constitute an admission that such documents or agreements constitute executory contracts or are otherwise enforceable agreements of any nature, and (ii) is without prejudice to any of the Debtors’, Reorganized Debtors’, Creditors’ Committee’s, or Claims Administrators’ rights, as applicable, to object to any claims, including rejection damage claims, asserted by the counterparties, including without limitation on the basis that such agreements do not constitute executory contracts under section 365 of the Bankruptcy Code and/or that all claims asserted thereunder do not constitute claims, but are equity interests.

9 of 9

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

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty 101173049 Saskatchewan Ltd. Roger Egger 103 Stonebridge Blvd. Saskatoon SAS S7T 0G3 1019491 Ontario Limited Attn: Jim Nitsopoulos 89 Meadowvale Drive St. Catharines ONT L2N 3Z8 113 South Main Street, Inc. 4370 Amboy Road Staten Island, NY 10312 2Go Services, Inc 1675 North 4th Street Denton, WA 998057 3214 Hamilton Associates, LP 505 West Germantown Pike Suite 200 Plymouth Meeting, PA 19462 3760601 Manitoba Ltd. Chris Manderscheid 175 Chapman Circle, SE Calgary ALB T2X 3T6 41 Food Company Attn: Bryan Flaherty 230 East Superior St. Duluth MN 55802 4445172 Manitoba Ltd Attn: Chris Manderscheid 175 Chapman Circle, SE Calgary ALB T2X 3T6 4961 North CDR, LLC c/o Michael B. Mohr MetWest Ventrues, LLC 11111 Santa Monica Boulevard Suite 1760 Los Angeles, CA 90025 5218838 Manitoba Ltd Chris Manderscheid 175 Chapman Circle, SE Calgary ALB T2X 3T6 5757 Wilshire, LLC John Cotter, Property Manager 5757 Wilshire Boulevard Suite 380 Los Angeles, CA 90036 A & A Food Systems, Inc. Attn: Peter Ahnert 3205 Hamilton East Suite 3205 Stroudsburg, PA 18360

Perkins License Agreement 1800 Prince of Wales Dr.

$0.00

Perkins License Agreement 89 Meadowvale Drive Contract/Agreement Media DMA Abatement Contract/Agreement Agreement for Delivery of Food

$0.00

$0.00

$0.00

Property Lease 3214 Hamilton Blvd.

$0.00

Perkins License Agreement 1275 Henderson Highway

$0.00

Perkins License Agreement 2005 W 9th Ave

$0.00

Perkins License Agreement 1615 Regent Ave.

$0.00

Property Lease 1781 E. Shaw Avenue

$0.00

Perkins License Agreement 305 Madison

$0.00

Property Lease 5773 Wilshire Boulevard

$0.00

Perkins License Agreement 551 Route 211 East

$0.00

Page 1 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty A & A Food Systems, Inc. Attn: Peter Ahnert 3205 Hamilton East Suite 3205 Stroudsburg, PA 18360 A & A Food Systems, Inc. Attn: Peter Ahnert 3205 Hamilton East Suite 3205 Stroudsburg, PA 18360 A & A Food Systems, Inc. Attn: Peter Ahnert 3205 Hamilton East Suite 3205 Stroudsburg, PA 18360 A & A Food Systems, Inc. Attn: Peter Ahnert 3205 Hamilton East Suite 3205 Stroudsburg, PA 18360 A & B Carpet Care 6536 Fulton Ave Van Nuys, CA 91401 A & K Systems, Inc. Attn: Peter Ahnert 3205 Hamilton East Suite 3205 Stroudsburg, PA 18360 A.J. Central Austin Delivery Inc. d/b/a EatOutIn 11673 Jollyville Road Suite 102 Austin, TX 78759 Academy of Court Reporting Barb Deharn, Director 1720 West Walnut Visalia, CA 93277 Accent Marketing 4109 Wlliams Blvd. Kenner, LA 70065 ACE Companies (as defined in the Plan) c/o Margery Reed Esq. Duane Morris LLP 30 S. 17th Street Philadelphia, PA 19103-4196 ADS LLC 2701 Raven Avenue Wausau,WI 54401

Perkins License Agreement 1313 Route 22 West

$0.00

Perkins License Agreement 1576 Route 9 - Unit 11

$0.00

Perkins License Agreement 5163 Millford Rd.

$0.00

Perkins License Agreement 1421 Route 300 Contract/Agreement Carpet Cleaning

$0.00

$2,010.00

Perkins License Agreement 103 Westfall Town Drive

$0.00

Contract/Agreement Delivery of Food

$0.00

Property Sublease 8574 Fairview Avenue Contract/Agreement Broker Agreement for sale of Products

$0.00

$1,042.03

Contract/Agreement ACE Insurance Program (as defined in the Plan) Contract/Agreement Snow plowing and salting

$0.00

$0.00

Page 2 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Security System Contract/Agreement HVAC / P.M.Contract Contract/Agreement Yellow Page Advertising - Store listing only Proposed Cure Amount

Contract Counterparty ADT Security P.O. BOX 371967 Pittsburg, PA 15250 Advantage, Inc. 1815 E. Wisconsin Ave. Appleton, WI 54914 Advertising Strategies 37 Rabbit Ridge Drive Weaverville, NC 28787 AEI Fund Management, Inc. Lease Administrator 1300 Wells Fargo Place 30 East Seventh Street St Paul, Minnesota 55101 AFM 2251 Lynx Lane Orlando, FL 32804 AFM Pegasus 5000 Highlands Pkwy Smyrna, GA 30082 Ailan Claims Management Database Services 79050 Via Corta La Quinta, CA 92253 Air Flow Services 592 S.E. Volkers Terrace Port St. Lucie, FL 34983 Air Systems 1208 Jefferson St. Columbia, MO 65204

$2,713.71

$3,240.37

$350.00

Property Lease 530 N. Stephanie Street Contract/Agreement Broker Agreement for sale of Products Contract/Agreement Broker Agreement for sale of Products Contract/Agreement Ailan Claims Management Database Services Contract/Agreement HVAC / P.M.Contract Contract/Agreement HVAC / P.M.Contract Contract/Agreement Preventative Maintenance for refrigeration, plumbing, electrical, woodworking, title, etc. Contract/Agreement HVAC Preventative Maintenance Service Agreement Perkins License Agreement 2250 Highway 95

$0.00

$2,212.89

$0.00

$0.00

$0.00

$0.00

Air Systems LLC 1208 Jefferson Street Columbia, MO 65204 Aire Rite - Air Conditioning and Refrigeration 15122 Bolsa Chica St. Huntington Beach, CA. 92649 Alan Michels Enterprises, LLC 11888 North 119th Street Scottsdale, AZ 85259 Alan Michels Enterprises, LLC/Bullhead City, AZ 11888 N. 119th Street Scottsdale, AZ 85259 Altametrics, Inc. 3191 Red Hill Ave. Suite 100 Costa Mesa, CA 92626

$3,005.09

$71,008.99

$0.00

Contract/Agreement Accounting Service Agreement

$0.00

Contract/Agreement Software support and hosting

$3,203.13

Page 3 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Related to property tax savings on Perkins' Minnesota stores appeals. Proposed Cure Amount

Contract Counterparty Altman & Izek 140 Bassett Creek Business Center 901 North Third Street Minneapolis, MN 55401 Amalgamated Sugar 1951 S. Saturn Way SUITE 100 Boise, ID 83709 American Business Solutions 7560 AE Beaty Drive Suite 1 Memphis, TN 38133 American International Relocation Solution LLC (dba AIReS) P.O. Box 200264 500 Ross Street 154-0455 Pittsburgh, PA 15250 American Patriot 60 Central Street Norwood, MA 02062 American Pie, L.L.C. c/o Robert G. Wilson, Esquire Cotkin, Collins & Ginsburg Suite 1900 1055 West Seventh Street Los Angeles, CA 90017 -andWilshire Pies, Inc. c/o Robert G. Wilson, Esquire Cotkin, Collins & Ginsburg Suite 1900 1055 West Seventh Street Los Angeles, CA 90017 -andThe Association of Marie Callender Franchisees c/o Clifford W. Roberts, Jr., Esq. Roberts & Associates 14841 Yorba Street Suite 100 Tustin, CA 92760 andindividual California franchisees American Sweepstakes & Promotion Co. 300 State Street Suite 402 Rochester, NY 14614

$0.00

Contract/Agreement Sugar Contract/Agreement HDQ printer maintenance

$45,176.04

$663.14

Contract/Agreement Relocation Services Contract/Agreement Broker Agreement for sale of Products

$0.00

$173.59

Settlement Agreement, dated November 29, 2000, as amended by 2004 Material Modification, 2004 Ongoing Addendum, and 2004 Material Modification, as may be amended, modified or restated.

$0.00

Contract/Agreement Sweepstakes vendor for Guest Experience Program

$0.00

Page 4 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Broker Agreement for sale of Products Proposed Cure Amount

Contract Counterparty AMI Sales 11888 Starcrest Drive San Antonio, TX 78247 Ammerman, Douglas K. and Feldmar, Janet S., Trustees The Donald W. Callender Family Trust 4029 Westerly Place Suite 111 Newport Beach, CA 92660 Ammerman, Douglas K. and Feldmar, Janet S., Trustees The Donald W. Callender Family Trust 4029 Westerly Place Suite 111 Newport Beach, CA 92660 Ammerman, Douglas K. and Feldmar, Janet S., Trustees The Donald W. Callender Family Trust 4029 Westerly Place Suite 111 Newport Beach, CA 92660 Ammerman, Douglas K. and Feldmar, Janet S., Trustees The Donald W. Callender Family Trust 4029 Westerly Place Suite 111 Newport Beach, CA 92660 Ammerman, Douglas K. and Feldmar, Janet S., Trustees The Donald W. Callender Family Trust 4029 Westerly Place Suite 111 Newport Beach, CA 92660 Andlau, Inc. Florio Petrou 340 Route 34 South Colt's Neck NJ 07722 Andre's Management I Corp Chris Manderscheid 175 Chapman Circle, SE Calgary ALB T2X 3T6 Aon Risk Consulting Services 199 Water Street New York, NY 10138

$0.00

Property Lease 160 E. Rincon Avenue

$3,199.20

Property Lease 170 E. Rincon Avenue

$11,828.46

Property Lease 5525 Sunrise Boulevard

$3,681.36

Property Lease 4788 Northwest Loop 410

$5,048.00

Property Lease 31791 Del Obispo Street

$2,572.80

Perkins License Agreement 340 Route 34 South, Suite 111

$0.00

Perkins License Agreement 2170 Harvey Ave. Contract/Agreement Risk Consulting Services

$0.00

$0.00

Page 5 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty APEX Associates, LLC Daniel V. Smith 705 W. River Pkwy. Champlin, MN 55316 Apex Associates, LLC / Little Falls, MN 705 W River Pkwy Champlin, MN 55316 Arctic Refrigeration, Inc. 1501 S. Enterprise Springfield, MO 65804 Argonne Family Restaurants, In Nancy McDaniel 316 W. Boone Avenue Suite 575 Spokane, WA 99201 Aries Refrigeration Attn: Robert Mikolak 12321 White Pine Lane Fort Myers, FL 33913 Armour Eckrich 4225 Naperville Rd. Suite 600 Lisle, IL 60532 ASCAP P.O. Box 331608-7515 Nashville, TN 37203 Atenga, Inc. Strategic Pricing Consultants 3835 R East Thousand Oaks Blvd #163 Westlake Village, CA 91362 AuClair Corp. August Centrella 33 Quarry Drive W. Paterson, NJ 07424 Aurora Investments, LLC c/o Luigi Bernardi, President 5215 Edina Industrial Blvd. Suite 100 Edina, MN 55439 Avantage IQ, F/K/A Avista Advantage 1313 N Atlantic Street Suite 5000 Spokane, WA 99201 Avaya Financial Services 1 CIT Drive #4202B Livingston, NJ 07039

Perkins License Agreement 201 16th St. NE

$0.00

Contract/Agreement Accounting Service Agreement Contract/Agreement PM, refrigeration, plumbing, electrical, woodworking, tile etc.

$0.00

$800.48

Perkins License Agreement East 9019 Mission Avenue

$0.00

Contract/Agreement HVAC / P.M.Contract Contract/Agreement Ham, Smoked Sausage, Roast Beef, Sausage, Bacon Contract/Agreement Recorded, Music, TV/Radio and or live entertainment

$8,814.62

$0.00

$0.00

Contract/Agreement Strategic Pricing Analysis & Recommendation

$0.00

Perkins License Agreement 1009 St. Georges Ave.

$0.00

Property Lease 184 Pioneer Trail

$0.00

Contract/Agreement Utility and telecom review and processing

$3,734.06

Contract/Agreement HDQ PBX lease and maintenance

$0.00

Page 6 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Budget Software Support Proposed Cure Amount

Contract Counterparty Axiom Group , LLC 10260 SW Greenburg Road Portland, OR 97223 B Andre Management II Corp Chris Manderscheid 175 Chapman Circle, SE Calgary ALB T2X 3T6 B Andre Management II Corp Chris Manderscheid 175 Chapman Circle, SE Calgary ALB T2X 3T6 Bada Boink, Inc. Frank D'Agostino 5215 Old Gallows Way Naples FL 34105 Banc of America Merchant Services 1231 Durrett Lane Louisville, KY 40213 Bannock Cakes, Inc. Bill Barry 1600 Pocatello Creek Road Pocatello ID 83201 Bardon Data Systems 505 Sudbrook Lane Baltimore, MD 21208 Bartow Plaza, LLC Attn: Gabriel Jeidel 16 E. 34th Street Suite 1600 New York, NY 10016 Basic American, Inc. 2121 North California Blvd. Suite 400 Walnut Creek, CA 94596 Basic Sales & Markting 55 N. Redwood Salt Lake City UT 84116 Batson Wood Food 9002 Technology Lane Fishers, IN 46038 Bay Pointe Technology 2662 Brecksville Road Richfield, OH 44286 Bay Ventures Inc. Dave Banks P.O. Box 160 Priest River, ID 83856

$0.00

Perkins License Agreement 2142 McPhillips St.

$0.00

Perkins License Agreement 2675 Portage Avenue

$0.00

Perkins License Agreement 20320 Grande Oak Shoppes Blvd

$0.00

Contract/Agreement credit card processing

$0.00

Perkins License Agreement 1600 Pocatello Creek Rd Contract/Agreement Full Control software support

$0.00

$83.29

Property Lease 150 E. Van Fleet Drive

$3,378.17

Contract/Agreement Dehydrated Hashbrowns Contract/Agreement Broker Agreement for sale of Products Contract/Agreement Broker Agreement for sale of Products Contract/Agreement HP-UNIX hardware maintenance

$0.00

$6.45

$1,134.00

$0.00

Property Lease 1560 Albatross Road

$6,542.66

Page 7 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Beckham, Geoff 3199-C Airport Loop Dr. Costa Mesa, CA 92626 Bews and Smith, A General Partnership c/o Burt Smith 5148 N. Papago Avenue Boise, ID 83713 BGB Delivery Inc. 1100 SE Taylor St. Portland, OR 97214-2509 BICO Associate GP Morris I. Thomas, Vice President Director of Brokerage and Leasing 100 Peabody Place #1400 Memphis, TN 38103 Big Mountain Restaurants LLC Craig Witte 131 Collier Lane Kalispell MT 59901 Bisk Education, Inc. 9417 Princess Palm Avenue Tampa, FL 33619 Blue Heron Ent. Inc. 3-A Gateway Blvd S Savannah, GA 31419 Blue Heron Enterprises, Inc. Linda Messinger P.O. Box 1327 Richmond Hill GA 31324 BMI P.O. Box 406741 Atlanta, GA 30339 BNA 1801 S Bell Street Arlington, VA 22202 Boise Family Restaurants, Inc. Nancy McDaniel 316 W. Boone Avenue Suite 575 Spokane WA 99201 Boise Family Restaurants, Inc. Nancy McDaniel 316 W. Boone Avenue Suite 575 Spokane WA 99201

Partnership Agreement

$0.00

Property Lease 8574 Fairview Avenue Contract/Agreement Agreement for Delivery of Food

$0.00

$0.00

Property Lease 1687 Shelby Oaks Drive

$1,822.72

Perkins License Agreement 1390 US Highway 2 East Contract/Agreement CPE videos Contract/Agreement Promissory Note

$0.00

$0.00

$0.00

Perkins License Agreement 3-A Gateway Blvd. S. Contract/Agreement Recorded, Music, TV/Radio and or live entertainment Contract/Agreement Internet Research

$0.00

$0.00

$0.00

Perkins License Agreement 6801 Federal Way

$0.00

Perkins License Agreement 300 Broadway Ave.

$0.00

Page 8 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Bolt, INC. Attn: Debbie Croton 171 S. Riverside Ave. New York, NY 10520 Bono Burns 3616 South Big Bend Blvd. St. Louis, MO 63143 Boyd Midwest 1911 S.W.Hwy. 40 #C Blue Springs, MO 64015 Brady Farms 14786 Winans St. West Olive, MI 49460 BRS Music & Sound, Inc. 3156 E. La Palma Ave. Suite C Anaheim, CA 92806 Bullseye Telecom Inc. Attention: Finance 25925 Telegraph Road Suite 210 Southfield, MI 48033 Bunsen Business Center Associates Grigor E. Atoian 24940 Alicante Drive Calabasas, California 91302 Burley Inn, Inc. John Webster 800 N Overland Avenue Burley ID 83318 Burrage, Darrell 35-753 Pyramid Peak Rd. Mountain Center, CA 92561 Business Software Inc. 155 Technology Parkway #100 Norcross, GA 30092 Butterball P.O. Box 665 1294 College Ave. Huntsville, AR 72740 C & H Foodservice, Inc. 3590 Hoffman Rd. E. Vadnais Heights MN 55110 C & S Joint Venture c/o Douglas T. Madsen P.O. Box 620800 Middleton, WI 53562

Contract/Agreement HVAC / P.M.Contract Contract/Agreement Muffin Mixes Contract/Agreement HVAC / P.M.Contract Contract/Agreement Blueberry IQF Cultivated

$0.00

$27,680.00

$26,140.32

$0.00

Contract/Agreement Music service

$5,664.80

Contract/Agreement Restaurants Local phone service

$767.84

Property Lease 3940 Nazareth Pike

$0.00

Perkins License Agreement 800 N Overland Avenue

$0.00

Partnership Agreement Contract/Agreement Software support

$0.00

$0.00

Contract/Agreement Turkey Contract/Agreement Royalty Modification

$0.00

$0.00

Property Lease 1410 Damon Road

$5,000.00

Page 9 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty C&H FoodService of Arbor Vitae Dave Hanson 2480 Superior Dr. N.W. Rochester MN 55901 C&H FoodService, Inc. Mark Cory 3590 Hoffman Road E. Vadnais Heights MN 55110 C&H FoodService, Inc. Mark Cory 3590 Hoffman Road E. Vadnais Heights MN 55110 C&H FoodService, Inc. Mark Cory 3590 Hoffman Road E. Vadnais Heights MN 55110 CA Fortune and Co. 10520 Baehr Rd. Mequon, WI 53092 Caesars Palace Las Vegas 3570 Las Vegas Boulevard South Las Vegas, Nevada Cal Coast Refrigeration Dave Furtado 2363 Thompson Way Santa Maria, CA 93455 Caldwell Family Restaurants Nancy McDaniel 316 W. Boone Avenue Suite 575 Spokane WA 99201 Calgary Two Limited Partnership Chris Manderscheid 175 Chapman Circle, SE Calgary ALB T2X 3T6

Perkins License Agreement 195 Hwy 51 North

$0.00

Perkins License Agreement 2023 Cenex Dr.

$0.00

Perkins License Agreement I-94 & Hwy 21

$0.00

Perkins License Agreement 15629 Rail Road Street Contract/Agreement Broker Agreement for sale of Products Contract/Agreement Franchise Conference for Perkins Restaurants Contract/Agreement Preventive Maintenance Service Agreement

$0.00

$0.00

$0.00

$0.00

Perkins License Agreement 909 Specht Street

$0.00

Perkins License Agreement 3022 23rd St. NE

$0.00

Page 10 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Callender, Donald W., individually and as Trustee c/o Douglas K. Ammerman and Janet S. Feldmar Trustees of the Donald W. Callender Family Trust 4029 Westerly Place Suite 111 Newport Beach, CA 92660 -andInterstate Brands Corporation 12 East Armour Boulevard Kansas City, MO 64111 -andInternational Commissary Corporation 491 West San Carlos Street San Jose, CA 95100 Callender, Donald, individually and as Trustee c/o Douglas K. Ammerman and Janet S. Feldmar, Trustees of the Donald W. Callender Family Trust 4029 Westerly Place Suite 111 Newport Beach, CA 92660 -andInternational Commissary Corporation 491 West San Carlos Street San Jose, CA 95100 Callender, Donald, individually and as Trustee c/o Douglas K. Ammerman and Janet S. Feldmar, Trustees of the Donald W. Callender Family Trust 4029 Westerly Place Suite 111 Newport Beach, CA 92660 Canadian Diners LP Colin Kinsman 1130 St. Laurent Blvd. Ottawa ONT K1K 3B6 Canal Side Enterprises 10113 Golf Creek Drive Cumberland, MD 21502

Trademark License Agreement dated March 31, 1997, as may be amended, modified or restated (assumed as assigned to, and assumed by, ConAgra Foods RDM, Inc. pursuant to that certain Asset Purchase Agreement dated June 9, 2011)

$0.00

Trademark License Agreement dated January 1, 1994, as may be amended, modified or restated (assumed as assigned to, and assumed by, ConAgra Foods RDM, Inc. pursuant to that certain Asset Purchase Agreement dated June 9, 2011)

$0.00

Settlement Agreement and Release, dated January 26, 1994, as may be amended, modified or restated

$0.00

Perkins License Agreement 1130 St Laurent Blvd. Commitment to Issue Perkins License Agreement 15 Wineow St.

$0.00

$0.00

Page 11 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Candlestick Foods Bill Jamison 700 Mentor Avenue Painesville OH 44077 Career Builder .com 200 N. LaSalle St. #1100 Chicago, IL. 60601 Carolla Ventures, Inc. / Moundsville, WV P.O Box 2126 Wheeling, WV 26003 Carolla Ventures, Inc. / Moundsville, WV P.O Box 2126 Wheeling, WV 26003 Carolla Ventures, Incorporated Frank Carolla P.O. Box 2126 Wheeling WV 26003 Carolla Ventures, Incorporated Frank Carolla P.O. Box 2126 Wheeling WV 26003 Caryl Henry, Inc 2334 La Lima Way Sacramento, CA 95833 CBS Outdoor 405 Lexington Ave. New York, NY 10174 CBT, LLC Pat Correll 2025 West Southbranch Blvd. Oak Creek WI 53154 CBT, LLC Pat Correll 2025 West Southbranch Blvd. Oak Creek WI 53154 CBT, LLC Pat Correll 2025 West Southbranch Blvd. Oak Creek WI 53154 CBT, LLC Pat Correll 2025 West Southbranch Blvd. Oak Creek WI 53154 CBT, LLC Pat Correll 2025 West Southbranch Blvd. Oak Creek WI 53154

Perkins License Agreement 700 Mentor Avenue Contract/Agreement HR Contract

$0.00

$0.00

Contract/Agreement Accounting Service Agreement

$0.00

Contract/Agreement Accounting Service Agreement

$0.00

Perkins License Agreement 105 N. Lafayette Avenue

$0.00

Perkins License Agreement 680 National Road Contract/Agreement Broker Agreement for sale of Products Contract/Agreement Billboard (Stores 73,77,87,134, 229)

$0.00

$0.00

$13,366.86

Perkins License Agreement 130 W. Layton Ave.

$0.00

Perkins License Agreement 1312 E. Geneva St.

$0.00

Perkins License Agreement 2400 West Washington

$0.00

Perkins License Agreement 2400 Milwaukee St.

$0.00

Perkins License Agreement 2878 S. 108th St.

$0.00

Page 12 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty CBT, LLC Pat Correll 2025 West Southbranch Blvd. Oak Creek WI 53154 CBT, LLC Pat Correll 2025 West Southbranch Blvd. Oak Creek WI 53154 CBT, LLC Pat Correll 2025 West Southbranch Blvd. Oak Creek WI 53154 CBT, LLC Pat Correll 2025 West Southbranch Blvd. Oak Creek WI 53154 CBT, LLC Pat Correll 2025 West Southbranch Blvd. Oak Creek WI 53154 CBT, LLC Pat Correll 2025 West Southbranch Blvd. Oak Creek WI 53154 CCH a Wolters Kluwer Business 20101 Hamilton Ave M/S 27 Torrance, CA 90502 CDW Direct P.O. Box 75723 Chicago, IL 60675 Cedar Fair, L.P. Craig Freeman One Cedar Point Drive Sandusky OH 44870 Central Coast Oil VIII, LLC Thomas G. Tulledge 5966 Birkdale Lane San Luis Obispo, CA 93401 Central Valley Refrigeration 1145 E Batavia Ct Tulare, CA 93274 Centro Bradley SPE 3, LLC Tom Lorenzen – Chief Investment Officer 131 Dartmouth Street 6th Floor Boston, MA 02116-5134 Chambersburg Restaurant Co,Inc Doug Klingerman 1388 State Route 487 Bloomsburg PA 17815

Perkins License Agreement 3627 Washington Ave.

$0.00

Perkins License Agreement 2010 Ryan Road

$0.00

Perkins License Agreement 4901 Washington Ave. Ste. E

$0.00

Perkins License Agreement 5265 N. Port Washington Rd.

$0.00

Perkins License Agreement 585 N Barker Rd.

$0.00

Perkins License Agreement 11710 74th Place Contract/Agreement Federal and State Income Tax Return Preparation and efiling software Contract/Agreement Blackberry (BES+ CALS) support

$0.00

$0.00

$21,296.69

Perkins License Agreement One Cedar Point Drive

$0.00

Property Lease 990 Highway 10 West Contract/Agreement Preventive Maintenance Service Agreement

$0.00

$2,152.21

Property Lease 3500 Dodge Street

$3,318.33

Perkins License Agreement 1324 Lincoln Hwy E

$0.00

Page 13 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Chantler, Peggy 3824 La Miranda, Apt. 324 Rancho Santa Margarita, CA 92688 Chase Sales 320 Hadden Ave. Westmont, NJ 08108 Christopher's Restaurant, Inc. Terry Meron 411 Route 3 Plattsburgh NY 12901 Christopher's Restaurant, Inc. / Plattsburgh, NY Comfort Inn 7242 Route 9 Plattsburgh, NY 12901 City of Colorado Springs Stormwater Enterprise P.O. Box 1575 Colorado Springs, CO 80901 Clay's Refrigeration 459 River Ave Eugene. OR 97404 CNL APF PARTNERS LP c/o Bond Harbert, Sr. VP Loss Mitigation Group GE Capital Franchise Finance Corp. 500 West Monroe Street Chicago, IL 60661 Colonial Restaurants Limited L Joseph Habib 32 Farrington Blvd. Milltown NJ 08050 Coltman, Inc. Frank D'Agostino 5215 Old Gallows Way Naples FL 34105 Compdata Surveys Dolan Technologies Corp 1713 East 123rd Street Olathe KS 66061

Partnership Agreement Contract/Agreement Broker Agreement for sale of Products

$0.00

$297.05

Perkins License Agreement 411 Route 3

$0.00

Contract/Agreement Accounting Service Agreement

$0.00

Perkins License Agreement 711 Millwood Ave. Contract/Agreement HVAC / P.M.Contract

$0.00

$312.36

Property Lease 5420 W. Broadway Ave.

$0.00

Perkins License Agreement 821 Spring Street

$0.00

Perkins License Agreement 4335 Tamiami Trail E

$0.00

ConAgra Foods RDM, Inc. Five ConAgra Drive Omaha, NE 68102

Contract/Agreement Compdata Regional Surveys Asset Purchase Agreement, dated June 9, 2011, between ConAgra Foods RDM, Inc. and Marie Callender Pie Shops, Inc. (with ancillary agreements)

$0.00

$0.00

Page 14 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Trademark License Agreement, dated June 9, 2011, between ConAgra Foods RDM, Inc. and Marie Callender Pie Shops, Inc. (with ancillary agreements) Proposed Cure Amount

Contract Counterparty

ConAgra Foods RDM, Inc. Five ConAgra Drive Omaha, NE 68102 Connecticut General Life Insurance Company CIGNA HealthCare (Starbridge) 2222 West Dunlap Ave. Suite 350 Phoenix, AZ 85021 Contra Costa Times 750 Ridder Park Dr. San Jose, CA 95190 Cooks Pest Control 1657 N Shelby Oaks Drive Suite 108 Memphis TN 38134 CORE Pismo LLC c/o Core Capital Manish Bhakta, Operating Partner 17780 Fitch Suite 145 Irvine, CA 92614 Cornwell-Klohs Company Ronald Cornwell 5200 Willson Road #201 Edina, MN 55424 Corporate Mechanical 5114 Hillsboro Ave. New Hope, MN 55428 Costa, Thomas A & Kathleen N 1161 Stokes Reserve Court Lebanon OH 45036 Coulter, Cheryl P.O Box 2365 Orange, CA 92859-0365 Countryside Refrigeration 1425 Lookout Dr. Mankato, MN 56003 Courtyard Holdings, LP 5330 Carroll Canyon Road Suite 200 San Diego, CA 92121-3758 Cox/Kalmbach Enterprises, Inc. Attn: Gerald Tanaka, President 39 Poppy Hills Rd. Laguna Niguel, CA 92677

$0.00

Contract/Agreement Limited Benefit Plan Contract/Agreement Newspaper

$0.00

$0.00

Contract/Agreement Pest Control Service

$130.00

Property Lease 2131 Price Street

$7,663.44

Property Lease 9428 Highway 16 Contract/Agreement HVAC / P.M.Contract Perkins License Agreement 175 Byers Road

$710.65

$6,809.01

$0.00

Partnership Agreement Contract/Agreement HVAC / P.M.Contract

$0.00

$650.28

Property Lease 11122 Rancho Carmel Drive

$4,257.71

Property Sublease 1560 Albatross Road

$0.00

Page 15 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Broker Agreement for sale of Products Proposed Cure Amount

Contract Counterparty Creative Marketing 4167 Senator Memphis, TN 38118 Cross Keys Development Company c/o Francis J. McDonnell Vice President R.J. Waters & Associates, Inc. 200 Old Forge Lane Suite 201 Kennett Square, PA 19348 Crown Pointe Partnership c/o Darlene Holm Lincoln Commercial Properties 2648 W. State Road 434 Suite B Longwood, FL 32791 CRP, Inc. Charles Seravalli 10059 Sandmeyer Lane Philadelphia PA 19116 CSI Hospitality LLC, Lake Worth,FL 7859 Lake Worth Rd Lake Worth, FL 33467 CSI Hospitality, LLC W.J. Farnbauch/G.J. Beachler 7859 Lake Worth Rd. Lake Worth FL 33467 Cybera, Inc. 9009 Carothers Pky Suite C Franklin, TN 37067 Cybera, Inc. 9009 Carothers Pky Suite C Franklin, TN 37067 Cyhawk Hospitality, Inc. Jim Rahfaldt 25326 332nd Street Sioux City Iowa 51108 Cyhawk Hospitality, Inc. Jim Rahfaldt 25326 332nd Street Sioux City Iowa 51108 D & S Development, Inc. W. Dillon Flaherty 63 East 2nd St. Superior WI 54880

$0.00

Property Lease 4319 Swamp Road

$0.00

Property Lease 17080 US 441

$0.00

Perkins License Agreement 954 Gap Newport Pike

$0.00

Contract/Agreement Accounting Service Agreement

$0.00

Perkins License Agreement 7859 Lake Worth Rd.

$0.00

Contract/Agreement Cybera router maint.

$0.00

Contract/Agreement Remote offices data connections

$0.00

Perkins License Agreement 3939 Bolger Rd. Commitment to Issue Perkins License Agreement 3225 5th Ave

$0.00

$0.00

Perkins License Agreement 103 E 2nd Street

$0.00

Page 16 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty D & S Development, Inc. W. Dillon Flaherty 63 East 2nd St. Superior WI 54880 D & S Development, Inc. W. Dillon Flaherty 63 East 2nd St. Superior WI 54880 D & S Development, Inc. W. Dillon Flaherty 63 East 2nd St. Superior WI 54880 D+D Maintenance 922 W. Grove Street Appleton WI 54915 Daigle Enterprises, Inc. Greg Daigle 2050 Frontage Road West Stillwater MN 55082 Dakota Pest Control P.O. Box 2314 Bismarck, ND 58502 Dee-Lee, Inc. West Sahara, LLC. Bridget E. Williams Jeffrey D. Williams 600 E. Sahara Ave. Las Vegas NV 89117 Degan & Associates, LLC Thomas G. Degan Managing Member P.O. Box 5567 Madison, WI 53705-0567 Del Amo Associates, LLC c/o Dawn Phillips DJM Capital Partners 7777 Edinger Avenue Suite 133 Huntington Beach, CA 92647 Delicious Deliveries 2090 E. University Drive #110 Tempe, AZ 85281 Delivery Express 4662 Katella Avenue Suite B Los Alamitos, CA 90720

Perkins License Agreement 2502 London Road

$0.00

Perkins License Agreement Big Lake Drive & Hwy. 33

$0.00

Perkins License Agreement 4005 W Michigan St. Contract/Agreement Snow/Landscape (Store 1046, 1188, 1238)

$0.00

$0.00

Perkins License Agreement 2050 W. Frontage Rd. Contract/Agreement Pest Control

$0.00

$340.00

Contract/Agreement Promissory Note

$0.00

Property Lease 5237 University Ave.

$2,783.34

Property Lease 21211 Hawthorne Boulevard Contract/Agreement Agreement for Delivery of Food

$0.00

$0.00

Contract/Agreement Agreement for Delivery of Food

$0.00

Delivery Restaurants Express, Inc. 526 E. Lambert Road Contract/Agreement Brea, CA 92821 Agreement for Delivery of Food

$0.00

Page 17 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Backup Exec software support Contract/Agreement AVENTAIL VPN Proposed Cure Amount

Contract Counterparty Dell/Symantec P.O. Box 534118 Atlanta, GA 30353 Dell/Symantec P.O. Box 534118 Atlanta, GA 30353 DelRey Apple Valley Associates, L.P. c/o Rey Anderson 12609 Lakewood Court Ft. Myers, FL 33908 DelRey Cedar Rapids Associates, L.P. c/o Rey Anderson 12609 Lakewood Court Ft. Myers, FL 33908 DelRey Eau Claire Associates, L.P. c/o Rey Anderson 12609 Lakewood Court Ft. Myers, FL 33908 DelRey Fargo Associates, L.P. c/o Rey Anderson 12609 Lakewood Court Ft. Myers, FL 33908 DelRey Maplewood Associates, L.P. c/o Rey Anderson 12609 Lakewood Court Ft. Myers, FL 33908 DelRey Monticello Associates, L.P. c/o Rey Anderson 12609 Lakewood Court Ft. Myers, FL 33908 DelRey New Brighton Associates, L.P. c/o Rey Anderson 12609 Lakewood Court Ft. Myers, FL 33908 DelRey Plymouth Associates. L.L.P. c/o Rey Anderson 12609 Lakewood Court Ft. Myers, FL 33908 DelReyNorth Mankato Associates, L.P. c/o Rey Anderson 12609 Lakewood Court Ft. Myers, FL 33908

$0.00

$0.00

Property Lease 7620 150th St. W.

$0.00

Property Lease 3310 Southgate Court

$0.00

Property Lease 2025 Highland Avenue

$0.00

Property Lease 1220 36th Street S.

$0.00

Property Lease 2009 County Road D E

$0.00

Property Lease 700 Pine Street

$0.00

Property Lease 696 W. County Rd. D.

$0.00

Property Lease 2945 Empire Lane N.

$0.00

Property Lease 1123 Range St.

$0.00

Page 18 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Broker Agreement for sale of Products Proposed Cure Amount

Contract Counterparty Design Food Group 101 Northway Ct. Raleigh, NC 27165 DGE Partnership LP Dan G. Esmond 1208 Oak Tree Drive Lawrence KS 66049 Dining Express Delivery 940 NW 70th Street Oklahoma City, OK 93116 Dining Express Delivery aka 742-Dine 5401 S. Sheridan #108 Tulsa, OK 74154 DJ-9, Inc Attn: David M. D'Onofrio 2011 W. Cleveland Street Suite E Tampa, FL 33606 DLP Foods Inc. Debra Pedro 1829 N. Saint Paul Rd. St. Paul MN 55109 Domino Sugar 1050 Mehring Way Cincinnati, OH 45203 Donald Vossen, Inc. Don Vossen 2645 South Hwy 71 Willmar MN 56201 Donlen Corporation 2315 Sanders Road Northbrook, IL 60062

$412.13

Perkins License Agreement 1711 W 23rd Street Contract/Agreement Agreement for Delivery of Food

$0.00

$0.00

Contract/Agreement Agreement for Delivery of Food

$0.00

Property Lease 5002 E. Fowler Ave.

$7,862.09

Perkins License Agreement 1829 N Saint Paul Rd.

$0.00

Contract/Agreement Sugar

$0.00

Perkins License Agreement 2645 South Hwy 71 Contract/Agreement Fleet Vendor Contract/Agreement Provide Service on Guest Contact Program. 1-800 number for guests who would like to speak with a company representative. Contract/Agreement Supplier Agreement for sale of Products

$0.00

$0.00

Donnelly Communications P.O. Box 933726 Atlanta, GA 31193 Dot Foods Rt. 99 South Mt. Sterling, IL 62353 Double O of Butte, Inc. Raymond Ueland 8 West Park Butte MT 59701 DP Fox Sports & Entertainment 130 W. Fullton Suite 111 Grand Rapids, MI 49503

$2,533.75

$0.00

Perkins License Agreement 2900 Harrison Avenue

$0.00

Contract/Agreement Promotional sponsorship

$0.00

Page 19 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement manage all trash collections, including recyclables, at all locations Proposed Cure Amount

Contract Counterparty DRM Waste Management 639 Lacey Road P.O. Box 659 Forked River, NJ 08731 DSRG-Marketplace P.O. Bx 6157 Hicksville, NY 11802-6157 DSW Signs 826 Fox Lane Cape Girardeau, MO 63702 Dual Temp Company 2050 South 12TH Street Allentown, PA 18103 Duff & Phelps P.O. Box 26088 Plano, TX 75026 Dugan Financing, LLC c/o Duke Realty Corporation Jeremy A. Kraus, Leasing Director 4555 Lake Forest Drive Suite 400 Cincinnati, OH 45242 Durante 127 East 30th St 10B New York, NY 10016 Dwight's of SC, Inc. Dave Messinger P.O. Box 1677 Summerville SC 29484 Dwight's of SC, Inc. Dave Messinger P.O. Box 1677 Summerville SC 29484 Dwight's of SC, Inc. Dave Messinger P.O. Box 1677 Summerville SC 29484 Dyersburg Inns, Inc. Bracken T. Brown 770 Highway 51 Bypass West Dyersburg, TN 38024 EatOutIn 11677 Jollyville Road #102 Austin, TX 78759 Ebbole, Robert J & Elizabeth Robert Ebbole 26876 Fern Drive Elkhart IN 46514

$7,789.69

Contract/Agreement

$1,377.00

Contract/Agreement Billboard Contract/Agreement HVAC / P.M.Contract Contract/Agreement Real Estate and personal property tax services

$450.00

$2,209.14

$0.00

Property Lease 9980 International Lane

$0.00

Contract/Agreement Broker Agreement for sale of Products

$0.00

Perkins License Agreement 7381 Rivers Ave.

$0.00

Perkins License Agreement 1700 Old Trolley Road

$0.00

Perkins License Agreement 1306 N Main St.

$0.00

Property Lease 770 Hwy 51 Bypass West Contract/Agreement Agreement for Delivery of Food

$3,179.25

$0.00

Perkins License Agreement 107 Northpointe Blvd.

$0.00

Page 20 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Broker Agreement for sale of Products Proposed Cure Amount

Contract Counterparty Eden & Tye 7483 Candlewood Rd. Hanover, MD 21076 Eden Ventures, LLC Nedal Y. Abul-Hajj, Chief Manager 510 1st Avenue North #500 Minneapolis, MN 55403 EFD Associates 270 Alpha Drive Pittsburgh, PA 15238 Effinger, Harold 400 Monrovia Ave. Long Veach, CA 90814 Effinger, Lori Ann 3580 Lemon Ave. Long Beach, CA 90807 Eight K's Enterprises, Inc. Myron Koester 1955 Michigan Street Sidney OH 45365 El Obbe's, Inc. Robert Ebbole 26876 Fern Drive Elkhart IN 46514 Elite Associates 875 Challenger Street Brea, CA 92821 Ellingson's Plumbing 2510 Broadway St, South Alexandria, MN 56308 Elobbe's Inc. / South Bend, IN 26876 Fern Dr. Elkhart, IN 46514 Elobbe's, Inc. Elizabeth Ebbole 26876 Fern Drive Welkhart, IN 46514 Emerson Network Power 610 Executive Campus Drive Westerville, OH 43082 Empire II, a Minnesota Partnership c/o Bruce Dachis 2917 Bryant Ave. S. Minneapolis, MN 55408 Enterprise Rent-A-Car 284 Mallory Station Road Nashville, TN 37067

$160.76

Property Lease 4917 Eden Ave. Contract/Agreement Broker Agreement for sale of Products

$0.00

$422.73

Partnership Agreement

$0.00

Partnership Agreement

$0.00

Perkins License Agreement 1955 Michigan Street

$0.00

Perkins License Agreement 423 S Dixie Highway Contract/Agreement Broker Agreement for sale of Products Contract/Agreement HVAC / P.M.Contract Contract/Agreement Accounting Service Agreement

$0.00

$404.67

$280.74

$0.00

Contract/Agreement Promissory Note Contract/Agreement Liebert UPS and Battery maintenance

$0.00

$0.00

Property Lease 601 W. Main Contract/Agreement Fleet Vendor

$0.00

$0.00

Page 21 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Equity One (Summerlin) Inc. c/o Aileen Messenger Leasing Director Equity One Realty & Mgmt. 1696 N.E. Miami Gardens Drive North Miami Beach, FL 33179 Eretz Company c/o Sally Rubenstein 2885 Knox Avenue South #505 MINNEAPOLIS, MN 55408 External Technologies 2035 Central Circle Suite 206 McKinney, TX 75069 Familia, Inc. Rudolph J. Mosketti 1170 Upper Valley Pike Springfield OH 45504 Farnes, Harold E. 6560 Goose Lake Dr. Waconia, MN 55389 Fed EX P.O. BOX 660481 Dallas TX 75266 Federated 3025 Southcreek Lane Arlington Heights, IL 60005 Federation Corp. Jeffrey A. Polivka Chief Executive Officer 108 North Water Street Black River Falls, WI 54615 Fidler Marketing 205 NW 66th St. Oklahoma City, OK 73116 Fikes Janitorial P.O. Box 711 Glide, OR 97443 Fille, Inc. Lenny Petrou 3445 Route 9 Freehold NJ 77283 Fish, Suzanne 1118 Wilson St. Orange, CA 92867 Flemington Investors LP Doug Klingerman 1388 State Route 487 Bloomsburg PA 17815

Property Lease 11410 Summerlin Square Drive

$0.00

Property Lease 4201 W. 78th St.

$0.00

Contract/Agreement Sophos updates -1250 nodes

$0.00

Perkins License Agreement 2200 N. Limestone St. Property Lease 11300 Highway 7

$0.00

$2,500.00

Contract/Agreement Shipping Contract/Agreement Buying House Agreement for sale of Products

$2,159.38

$52.52

Property Lease I-94 and State Hwy 54 Contract/Agreement Broker Agreement for sale of Products Contract/Agreement Bathroom- sanitize/clean

$24,512.11

$1,848.68

$2,225.35

Perkins License Agreement 401 W Route 38

$0.00

Partnership Agreement

$0.00

Perkins License Agreement 14-A Royal Road

$0.00

Page 22 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Broker Agreement for sale of Products Contract/Agreement Agreement for Delivery of Food Contract/Agreement Agreement for Delivery of Food Contract/Agreement Buying House Agreement for sale of Products Proposed Cure Amount

Contract Counterparty Food Marketing Serv. 4900 Franklin Ave. Des Moines, IA 50310 Food to You 732 S. Basalt Spokane, WA 99224 Food to You PO Box 6195 Vacaville, CA 95696 Forum Purchasing 2 Ravinia Dr. Atlanta, GA 30346 Franchise Direct USA, Inc. 3355 Lenox Rd. Suite 750 Atlanta, GA 30326 Franchise Opportunities Network 7840 Roswell Rd. Building 100 Suite 210 Atlanta, GA 30350 Fraser II, Roderick 1320 N. Manzanita St. Orange, CA 92867 Fraser, Brad 824 E. Wilson Ave. Orange, CA 92867 Fraser, Brent 10752 Quadrille Place Lemon Heights, CA 92705 Fraser, Brent 2567 N. E. Ocker Dr. Bend, OR 97701 Fraser, Kathleen 3728 Pedley Ave. Norco, CA 92860 Fraser, Kevin 800 Lund Lane Baker City, OR 97814 Fraser, Scott 800 Lund Lane Baker City, OR 97814 Freestone Sales 320 W. Channel Rd. Benicia, CA 94510 Fresh Point Produce 1390 Enclave Pkwy. Mail Stop A601 Houston, TX 77077

$43.63

$0.00

$0.00

$92.06

Contract/Agreement Search Engine

$3,600.00

Contract/Agreement Search Engine

$0.00

Partnership Agreement

$0.00

Partnership Agreement

$0.00

Partnership Agreement

$0.00

Partnership Agreement

$0.00

Partnership Agreement

$0.00

Partnership Agreement

$0.00

Partnership Agreement Contract/Agreement Broker Agreement for sale of Products Fresh Produce Master Distribution Agreement for Marie Callender's State of California dated January 2007

$0.00

$0.00

$85,538.79

Page 23 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Buying House Agreement for sale of Products Contract/Agreement Computer Program that maintains nutritional data of our product Proposed Cure Amount

Contract Counterparty Frosty Acres Brands, Inc. P.O. Box 1849 Alpharetta, GA 30023 FSE Net 77 Rumford Ave. Suite 3 Waltham, MA 02453 Ft. Myers Hwy 41 Associates Duane Joseph Pillsbury Center South 220 South 6th Street Minneapolis, MN 55402 G&G Ent Of Pt Richey, Inc. Gary L. Brown 13176 Taft St. Brooksville FL 34613 G&G Ent Of Springhill, Inc. Gary L. Brown 13176 Taft St. Brooksville FL 34613 G&G Enterprises of Port Richey Inc. / Port Richey, FL 13176 Taft Street Brooksville, FL 34613 G&G Enterprises of Spring Hill Inc. / Spring Hill, FL 13176 Taft Street Brooksville, FL 34613 Garda CL West 3021 Gilroy St Los Angeles, CA 90039 Gateway Fashion Mall, LLC c/o Primero Management, Inc. 23901 Calabasa Road Suite 1064 Calabasas, CA 91302-1542 Gateway Shopping Center, LP c/o Simon Property Group 225 W Washington Street Indianapolis, IN 46204 GatherWorks, Inc. 3 Overlook Drive Amherst, NH 03031 GDG Enterprises Anthony Dileo 4370 Amboy Road Staten Island NY 10312 Geisler Brothers Company 340 E. 12th Street Dubuque, IA 52001

$904.84

$0.00

Property Lease 12300 Cleveland Avenue

$0.00

Perkins License Agreement 11929 US Highway 19

$0.00

Perkins License Agreement 4685 Commercial Way

$0.00

Contract/Agreement Accounting Service Agreement

$0.00

Contract/Agreement Accounting Service Agreement Contract/Agreement Armored Car Service

$0.00

$24,004.84

Property Lease 1100 Interstate Avenue Property Lease 9503 Research Boulevard, Suite 400 Contract/Agreement Gatherplace-Support Center and Training

$0.00

$0.00

$0.00

Perkins License Agreement 1745 Forest Avenue

$0.00

HVAC / P.M.Contract

$630.77

Page 24 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Gelz Associates, LLC Anthony Dileo 4370 Amboy Road Staten Island NY 10312 Gelz Associates, LLC 4370 Amboy Road Staten Island NY 10312 Gembecki Mechanical Services 1311 Seminola Blvd. Casselberry, FL 32707 General Mills P.O. Box 1113 Minneapolis, MN 55440 Genovese, Margaret 185 Torremolinos St. Rancho Mirage, CA 92270 Georgia Pacific 133 Peachtree St. 36th Floor Atlanta, GA 30303 Gettysburg Restaurant Co., Inc Doug Klingerman 1388 State Route 487 Bloomsburg PA 17815 Gilber Foodservice 4005 Stuart Andrew Charlotte, NC 28217 Glacier Refrigeration 1200 Valley View St. Selma, CA 93662 Global Compliance Services P.O. Box 60941 Charlotte, NC 28260 GLS Associates, LLC Michelle Reis 1608 East 43rd St. Anderson IN 46013 GLS Associates,LLC 5033 S. Scatterfield Rd. Anderson, IN 46013 Godshall Family Trust 2501 Buckeye St. Newport Beach, CA 92660 Golbon, Inc. P.O. Box 82342 Philadelphia, PA 19182 Good, Gerald D. and Jean G. Lietzau 1770 Virazon Drive La Habra Heights, CA 90631

Perkins License Agreement 2027 Highway 35 Contract/Agreement Media DMA Abatement Contract/Agreement HVAC / P.M.Contract Contract/Agreement Cameo Flour

$0.00

$0.00

$910.00

$39,799.98

Partnership Agreement

$0.00

Contract/Agreement Napkins, Tissues

$0.00

Perkins License Agreement 859 York Rd. Contract/Agreement Broker Agreement for sale of Products Contract/Agreement Preventive Maintenance Service Agreement Contract/Agreement Alertline

$0.00

$1,809.18

$7,451.08

$0.00

Perkins License Agreement 5033 Scatterfield Rd.

$0.00

Accounting Service Agreement

$0.00

Partnership Agreement Contract/Agreement Buying House Agreement for sale of Products

$0.00

$282.86

Property Lease 2628 March Lane

$0.00

Page 25 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement HVAC / P.M.Contract Proposed Cure Amount

Contract Counterparty Goodwin Tucker Group 2900 Delaware Avenue Des Moines, IA 50316 Great Bend Hospitality LC Dan G. Esmond 1208 Oak Tree Drive Lawrence KS 66049 Great Bend Hospitality LC / Great Bend, KS 1208 Oak Tree Drive Lawrence, KS 66049 Green Bay Packaging 7660 School Road Cincinnati, OH 45249 Green, Danny J. P.O. Box 878 Spearfish SD 57783 Greenleaf Lawn Service 3725 S. Maple Avenue Sand Springs, OK 74063 Griffin Industries Attn: Harold Brown 408 W. Landstreet Road Orlando, FL 32834 Ground Pursuit 652 Webb Circle Draper, Utah 84020 Gus P. Kever 400 Fairview Ponca City, OK 74602 H & H Paramedical Services,Inc David Hunt 1031 Greystone Park Jackson TN 38305 H. Nagel & Son Company 2428 Central Parkway Cincinnati, OH 45214 Haberkraft, Inc. James L. Kraft Route 4 Box 311 B Ellensburg WA 98926 Hall Sago Marketing 7221 Vaugh Mill Rd. Louisville, KY 40228 Halla, Donald E. 6601 Mohawk Trail Edina, MN 55439

$11,606.08

Perkins License Agreement 2920 10th St.

$0.00

Contract/Agreement Accounting Service Agreement Contract/Agreement Corrugated Packaging Perkins License Agreement 2301 Colorado Blvd. Contract/Agreement Landscaping Contract/Agreement Grease trap Pumping, Pick up and purchase of waste oil Contract/Agreement Landscaping Property Lease 101 E. Hall of Fame Ave.

$0.00

$16,984.48

$0.00

$605.00

$4,237.50

$905.78

$0.00

Perkins License Agreement 15301 South 1st Street Contract/Agreement Flour

$0.00

$54,773.74

Perkins License Agreement 1504 Hwy 97 Contract/Agreement Broker Agreement for sale of Products Property Lease 951 West 78th St

$0.00

$98.00

$0.00

Page 26 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Halvorson, George H. and Patricia A. 12700 Sherwood Place #106 Minnetonka, MN 55305 Hampton Restaurants of Niagara Massimo Pasetto 4800 Bender Hill Avenue Niagara Falls ONT L2E 6W7 HanHan Interactive 7745 El Cajon Blvd. #6 LaMesa, CA 91942 Hart Property Consultants P.O. Box 1591 St Cloud, MN 56302 Hastings Midtown, LLC c/o Douglas J. Shellum Sr. Property Mgr. Mid-America Real Estate – MN, LLC 5353 Wayzata Boulevard Suite 650 Minneapolis, MN 55416 Hauser Creative 1764 E. Broadway #5 Long Beach, CA 90802 Hay Group, Inc. The Wannamaker Building 100 Penn Square East East Philadelphia, PA 19107 Heartland Brokerage 8944 H Street Omaha, NE 68127 Heartland Management Co. Pat Johnson P.O. Box 802 US 59 & MN 23 Marshall MN 56258 Heartland Management Co., Inc. / Marshall, MN 5033 S. Scatterfield Rd. Anderson, IN 46013 HEILBrice Marketing Communications 9840 Irvine Center Drive Irvine, CA 92618 Heinz 3500 Parkway Ln. Suite 110 Norcross, GA 30092-2832

Property Lease 7520 University Ave. NE

$0.00

Perkins License Agreement 4800 Bender Hill Avenue Contract/Agreement portal monitor Contract/Agreement Related to property tax savings on Perkins' Minnesota stores appeals.

$0.00

$10,002.06

$0.00

Property Lease 1206 Vermillion Street Contract/Agreement LSM - Creative Contract/Agreement Chain Restaurant Compensation Survey Contract/Agreement Broker Agreement for sale of Products

$0.00

$3,500.00

$0.00

$0.00

Perkins License Agreement US 59 & MN 23

$0.00

Contract/Agreement Accounting Service Agreement

$0.00

Contract/Agreement Creative Agency

$49,000.00

Contract/Agreement Soup

$0.00

Page 27 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Helena Cakes, LLC Pete Mollet 1332 Lucchese Road Helena MT 59602 Hillcrest BANK P.O. Box 415033 Kansas City , MO 64141-5033 Hillcrest BANK P.O. Box 415033 Kansas City , MO 64141-5033 Houghton Restaurant Co., Inc. W. Dillon Flaherty 63 East 2nd St. Superior WI 54880 House of Heating 1602 N. Central Ave. Marshfield, MA 54449 Houseworth Restaurants, Inc. Donald L. Houseworth 1121 E Main Blytheville AR 72315 Hyde Children Family Partnership I and David G. Hyde, Trustee Trust B U/T/W of CB Hyde c/o Brian Hyde or David Hyde 3330 W. Mineral King Suite F Visalia, CA 93291 I & H Marketing 5495 Winchester Memphis, TN 38115 iAnywhere Solutions, Inc. 561 Virginia Road Concord, MA 01742 Icelandic Seafood 190 Enterprise Drive Newport News, VA 23603 ICIX 1500 Fashion Island Blvd. San Mateo, CA 94404 IdealStor 18203 A Flower Hill Way Gaithersburg, MD 20879 iFranchise Group 905 W. 175th St. 2nd Floor Homewood, IL 60430

Perkins License Agreement 1803 Cedar Street Contract/Agreement 2 Copiers in copy center Contract/Agreement HR Copier

$0.00

$0.00

$0.00

Perkins License Agreement 1001 W Sharon Avenue Contract/Agreement HVAC / P.M.Contract

$0.00

$598.19

Perkins License Agreement 1121 E Main St

$0.00

Property Lease 350 South Mooney Boulevard Contract/Agreement Broker Agreement for sale of Products Contract/Agreement Xcellenet software support for Perkins Contract/Agreement Seafood Contract/Agreement Computer Program that maintains Quality Assurance programs. Contract/Agreement IdealStor (HQ and Foxtail)

$3,025.00

$0.00

$0.00

$0.00

$0.00

$0.00

Contract/Agreement Ad Agent

$2,000.00

Page 28 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Copier Proposed Cure Amount

Contract Counterparty IKON Financial Svcs P.O. Box 650016 Dallas, TX 75265 IKON Office Solution 2740 American Boulevard, West Bloomington, MN 55431 Independent Restaurant Group Lenny Petrou 3445 Route 9 Freehold NJ 77283 Inland Western Placentia, LLC Legal Department Attn: Jim Gesky 2901 Butterfield Road Oak Brook, IL 60523 Innovative FS 2785 Flowood Dr. Jackson, MS 39208 Innvest Hotels GP Ltd Barry Sheen 5090 Explorer Drive 7th Floor Mississauga ONT L4W 4T9 Innvest Hotels GP Ltd Barry Sheen 5090 Explorer Drive 7th Floor Mississauga ONT L4W 4T9 International Center Inns L.C. Larry Richins 2986 West South Pointe Road South Jordan UT 84095

$577.91

Contract/Agreement Printer/Copier

$0.00

Perkins License Agreement 50 Princeton Highstown Road

$0.00

Property Lease 126 E. Yorba Linda Boulevard Contract/Agreement Broker Agreement for sale of Products

$0.00

$749.52

Perkins License Agreement 50 Norfinch Drive

$0.00

Perkins License Agreement 1401 Paris Street

$0.00

International Commissary Corporation 491 West San Carlos Street San Jose, CA 95100 International Franchise Assoc. 1501 K St. NW Suite 350 Washington, DC 20005

Perkins License Agreement 230 North Admiral Byrd Rd Contract/Agreement Trademark License Agreement in favor of ICC dated January 1, 1994 and Letter Agreement dated August 1, 2002 (assumed as assigned to, and assumed by, Conagra Foods RDM, Inc. pursuant to that certain Asset Purchase Agreement dated June 9, 2011)

$0.00

0

Contract/Agreement Association Fees

$0.00

Page 29 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Amended and Restated Trademark License Agreement dated November 1, 2009 (terminated by Interstate Brands Corporation) Contract/Agreement Record Storage Contract/Agreement Barracuda Web Filtering Proposed Cure Amount

Contract Counterparty

Interstate Brands Corporation 12 East Armour Boulevard Kansas City, MO 64111 Iron Mountain 19771 Pauling Foothill Ranch, CA. 92610 ITSelect P.O. Box 382220 Germantown, TN 38183 Jaggi Dynasty, Incorported Doug Jaggi 1289 East DuBois Avenue Du Bois PA 15801 Jampaan Corporation Anthony Dileo 4370 Amboy Road Staten Island NY 10312 Janson Enterprises, Inc. Joe Janson 1013 Drexel Avenue Drexel Hill PA 19026 JAZ Foods 2480 Superior Drive NW Rochester MN 55901 JAZ Foods Dave Hanson 2480 Superior Dr. N.W. Rochester MN 55901 JB NE Enterprises, Inc. Robert L. Miller 219 West 24 Street Sioux Falls SD 57104 JB NE Enterprises, Inc. Robert L. Miller 219 West 24 Street Sioux Falls SD 57104 JB NE Enterprises, Inc. Robert L. Miller 219 West 24 Street Sioux Falls SD 57104 JB NE Enterprises, Inc. Robert L. Miller 219 West 24 Street Sioux Falls SD 57104 JB NE Enterprises, Inc. Robert L. Miller 219 West 24 Street Sioux Falls SD 57104

$0.00

$0.00

$0.00

Perkins License Agreement 1289 East DuBois Avenue

$0.00

Perkins License Agreement 1409 Hylan Blvd.

$0.00

Perkins License Agreement 706 Lansdowne Ave. Contract/Agreement Royalty Modification

$0.00

$0.00

Perkins License Agreement 6730 Towne Lake Drive N.

$0.00

Perkins License Agreement 5304 N Cliff

$0.00

Perkins License Agreement 1301 South Burr

$0.00

Perkins License Agreement 2205 E 6th Street

$0.00

Perkins License Agreement 121 North 48th St

$0.00

Perkins License Agreement 3250 South Expressway

$0.00

Page 30 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty JB NE Enterprises, Inc. Robert L. Miller 219 West 24 Street Sioux Falls SD 57104 JB NE Enterprises, Inc. Robert L. Miller 219 West 24 Street Sioux Falls SD 57104 JB NE Enterprises, Inc. Robert L. Miller 219 West 24 Street Sioux Falls SD 57104 JB NE Enterprises, Inc. Robert L. Miller 219 West 24 Street Sioux Falls SD 57104 JDM Marketing 9915 Pflumm Lenexa, KS 66215 Jim & Dude's 724 W. Clark St. Albert Lea, MN 56007 JLC Food Systems, Inc. Dave Hanson 2480 Superior Dr. N.W. Rochester MN 55901 JLC Food Systems, Inc. Dave Hanson 2480 Superior Dr. N.W. Rochester MN 55901 JLC Food Systems, Inc. Dave Hanson 2480 Superior Dr. N.W. Rochester MN 55901 JLC Foods of Rochester, Inc. Dave Hanson 2480 Superior Dr. N.W. Rochester MN 55901 JLC Foods of Rochester, Inc. Dave Hanson 2480 Superior Dr. N.W. Rochester MN 55901 JLS, Inc. Jean O. Murphy 1155 West Broadway Forest Lake MN 55025

Perkins License Agreement 4702 S. 108th Street

$0.00

Perkins License Agreement 2900 NW 12th St

$0.00

Perkins License Agreement 3400 Gateway Blvd

$0.00

Perkins License Agreement 3529 S 72nd St Contract/Agreement Broker Agreement for sale of Products Contract/Agreement HVAC / P.M.Contract

$0.00

$0.00

$757.50

Perkins License Agreement 118 6th Avenue South

$0.00

Perkins License Agreement 1417 2nd St. N

$0.00

Perkins License Agreement 30 Park Avenue

$0.00

Perkins License Agreement 801 Central Avenue

$0.00

Perkins License Agreement 956 1/2 Mankato Avenue

$0.00

Perkins License Agreement 1155 West Broadway

$0.00

JNM Hospitality, Inc. / Milford, IA 25326 332nd Street Contract/Agreement Sioux City, IA 51108 Accounting Service Agreement

$0.00

Page 31 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty JNM Hospitality, Inc. / Sioux City, IA 25326 332nd Street Sioux City, IA 51108 JNM Hospitality, Inc. Jim Rahfaldt 25326 332nd Street Sioux City IA 51108 JNM Hospitality, Inc. Jim Rahfaldt 25326 332nd Street Sioux City IA 51108 JNM Hospitality, Inc. Jim Rahfaldt 25326 332nd Street Sioux City IA 51108 Jomon, Inc. Joe Foster 22780 Shore Center Road Euclid OH 44123 Jones, Jerry President Jones Triad Inc. 415 S. Duff, Suite A Ames, IA 50010 Jones, Mike 12049 Havencrest St. Moorpark, CA 93021 Jones, Scott 227 Larkspur Ave. Corona Del Mar, CA 92625 Joseph K. Eichenbaum and Inez Eichenbaum Foundation 190 N. Cannon Drive Suite 404 Beverly Hills, CA 90210-5222 JR Brokers 5 Rusk Lane Brewster, NY 10509 JR Restaurants of Arden Hills Robert Yanish 2480 Superior Dr. N.W. Rochester MN 55904 JR Restaurants of Cottage Grove Robert Yanish 2480 Superior Dr. N.W. Rochester MN 55904 JR Restaurants of Mountain Iron Robert Yanish 2480 Superior Dr. N.W. Rochester MN 55904

Contract/Agreement Accounting Service Agreement

$0.00

Perkins License Agreement 2400 N Avenue

$0.00

Perkins License Agreement 501 Gordon Drive

$0.00

Perkins License Agreement 5925 Gordon Drive

$0.00

Perkins License Agreement 22780 Shore Center Drive

$0.00

Property Lease 325 S. Duff Ave.

$21,733.15

Partnership Agreement

$0.00

Partnership Agreement

$0.00

Property Lease 3117 E. Garvey Avenue N. Contract/Agreement Broker Agreement for sale of Products

$0.00

$978.11

Perkins License Agreement 3855 North Lexington Ave.

$0.00

Perkins License Agreement 7165 SE Point Douglas Rd.

$0.00

Perkins License Agreement 8586 Rock Ridge Drive

$0.00

Page 32 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty JR Restaurants of North Branch Robert Yanish 2480 Superior Dr. N.W. Rochester MN 55904 JR Restaurants of Vadnais Heig Robert Yanish 2480 Superior Dr. N.W. Rochester MN 55904 K Investments Limited of Ohio Doug Klingerman 1388 State Route 487 Bloomsburg, PA 17815 K Investments Limited of Ohio Doug Klingerman 1388 State Route 487 Bloomsburg, PA 17815 K Investments Limited of Ohio Doug Klingerman 1388 State Route 487 Bloomsburg, PA 17815 K Investments Limited of Ohio Doug Klingerman 1388 State Route 487 Bloomsburg, PA 17815 K Investments Limited of Ohio Doug Klingerman 1388 State Route 487 Bloomsburg, PA 17815 K Investments Limited of Ohio Doug Klingerman 1388 State Route 487 Bloomsburg, PA 17815 K Investments Limited of Ohio Doug Klingerman 1388 State Route 487 Bloomsburg, PA 17815 K Investments Limited of Ohio Doug Klingerman 1388 State Route 487 Bloomsburg, PA 17815 K Investments Limited of Ohio Doug Klingerman 1388 State Route 487 Bloomsburg, PA 17815 K Investments Limited of Ohio Doug Klingerman 1388 State Route 487 Bloomsburg, PA 17815

Perkins License Agreement 38624 Fourteenth Ave.

$0.00

Perkins License Agreement 1045 County Road E

$0.00

Perkins License Agreement 1451 Rome Hilliard Road

$0.00

Perkins License Agreement 10933 New Haven Rd

$0.00

Perkins License Agreement 370 Glen Springs Ct

$0.00

Perkins License Agreement 4475 Eastgate Blvd

$0.00

Perkins License Agreement 5579 St Rt 741

$0.00

Perkins License Agreement 7412 Tylersville Rd

$0.00

Perkins License Agreement 1235 South Main Street

$0.00

Perkins License Agreement 4006 Hauck Road

$0.00

Perkins License Agreement 7108 Hamilton Avenue

$0.00

Perkins License Agreement 3360 Westbourne Drive

$0.00

Page 33 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty K Investments Limited of Ohio Doug Klingerman 1388 State Route 487 Bloomsburg, PA 17815 Karagias,Angeles,Callas,Stone, David Stone 710 Hwy 35 Neptune NJ 77534 Karestco, Inc. Steven Otto 1522 Cherrybrook Dandridge TN 37725 Ken’s Dressing P.O. Box 849 Marlborourgh, MA 01752 Kendall Frozen Fruits, Inc 9777 Wilshire Blvd # 818 Beverly Hills, CA 90212 Kendall Frozen Fruits, Inc 9777 Wilshire Blvd # 818 Beverly Hills, CA 90212 Kennedy Associates, Inc 415 Terrace Place Terrace Park, OH 45174 King & Prince 1 King & Prince Blvd. P.O. Box 899 Brunswick, GA 31521 K-Investments Limited Doug Klingerman 1388 State Route 487 Bloomsburg PA 17815 K-Investments Limited Doug Klingerman 1388 State Route 487 Bloomsburg PA 17815 K-Investments Limited Doug Klingerman 1388 State Route 487 Bloomsburg PA 17815 K-Investments Limited Doug Klingerman 1388 State Route 487 Bloomsburg PA 17815 K-Investments Limited Doug Klingerman 1388 State Route 487 Bloomsburg PA 17815

Perkins License Agreement 745 Nilles Road

$0.00

Perkins License Agreement 710 Hwy 35

$0.00

Perkins License Agreement 501 Patriot Dr., P.O. Box 945 Contract/Agreement Salad Dressing Contract/Agreement Blackberry & Boysenberry Contract/Agreement Wild Blueberries Contract/Agreement Banana Puree

$0.00

$0.00

$0.00

$0.00

$0.00

Contract/Agreement Shrimp

$0.00

Perkins License Agreement 29 Comfort Inn Lane

$0.00

Perkins License Agreement 1215 Main Street

$0.00

Perkins License Agreement 1394 N. Susquehanna Trail

$0.00

Perkins License Agreement 2175 Lincoln Highway E

$0.00

Perkins License Agreement 23 Ricky Avenue

$0.00

Page 34 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty K-Investments Limited Doug Klingerman 1388 State Route 487 Bloomsburg PA 17815 K-Investments Limited Doug Klingerman 1388 State Route 487 Bloomsburg PA 17815 K-Investments Limited Doug Klingerman 1388 State Route 487 Bloomsburg PA 17815 K-Investments Limited Doug Klingerman 1388 State Route 487 Bloomsburg PA 17815 K-Investments Limited Doug Klingerman 1388 State Route 487 Bloomsburg PA 17815 K-Investments Limited Doug Klingerman 1388 State Route 487 Bloomsburg PA 17815 K-Investments Limited Doug Klingerman 1388 State Route 487 Bloomsburg PA 17815 KIO/Mason OH 1388 State Route 487 Bloomsburg PA 17815 Kitselman, Kent 20371 Acre Place Orange, CA 92869 Klingerman/Monahan, Inc. Doug Klingerman 1388 State Route 487 Bloomsburg PA 17815 Klingerman/Monahan, Inc. Doug Klingerman 1388 State Route 487 Bloomsburg PA 17815 Kosten, Alan L., Kosten, Susan Stanley Rosenblum & Judy Rosenblum c/o Premier Management Company 2025 Miller Farms Road Germantown, TN 38138

Perkins License Agreement 600 Route 940

$0.00

Perkins License Agreement 3300 Pleasant Valley Blvd.

$0.00

Perkins License Agreement 601 Continental Blvd.

$0.00

Perkins License Agreement 50 State Route 93

$0.00

Perkins License Agreement 7 Erford Rd.

$0.00

Perkins License Agreement 309 North Derr Drive

$0.00

Perkins License Agreement 615 State Route 6E Contract/Agreement Graduated Royalty Agreement

$0.00

$0.00

Partnership Agreement

$0.00

Perkins License Agreement 2500 East Market St.

$0.00

Perkins License Agreement 300 Eisenhower Drive

$0.00

Property Lease 960 W. Poplar Ave.

$0.00

Page 35 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Kraft Foods Global, Inc. dba Kraft Foodservice Attn: Art Isaacson Mail Station NF 463 Three Lakes Drive Northfield, IL 60093 Krislow, Inc. Jeff Krisan 10945 W. Colonial Drive Ocoee, FL 34761 Kupers Kakes, Inc. Al Kuper 3400 So Duluth Sioux Falls, SD 57105

Contract/Agreement Cheese/Crackers/Mac&Cheese

$14,751.90

Perkins License Agreement 10945 W Colonial Drive

$0.00

Perkins License Agreement 2604 W 41st Street

$0.00

L & E Management Company, Inc. Larry R. Walker 830 Herbert Road Perkins License Agreement Cordova, TN 38018 1340 So Germantown Pkwy L & E Management Company, Inc. Larry R. Walker 830 Herbert Road Perkins License Agreement Cordova, TN 38018 3455 Poplar Avenue L & E Management Company, Inc. Larry R. Walker 830 Herbert Road Perkins License Agreement Cordova, TN 38018 3630 Central Ave L & E Management Company, Inc. Larry R. Walker 830 Herbert Road Perkins License Agreement Cordova, TN 38018 5112 Park Avenue L & E Management Company, Inc. Larry R. Walker 830 Herbert Road Cordova, TN 38018 L & R Family Pancakes, Inc. Nancy McDaniel 316 W. Boone Avenue Suite 575 Spokane, WA 99201 L & R Family Pancakes, Inc. Nancy McDaniel 316 W. Boone Avenue Suite 575 Spokane, WA 99201

$0.00

$0.00

$0.00

$0.00

Perkins License Agreement 999 Vann Dr.

$0.00

Contract/Agreement Graduated Royalty Agreement

$0.00

Perkins License Agreement 5903 N Division

$0.00

Page 36 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Agreement for Delivery of Food Proposed Cure Amount

Contract Counterparty LA Bite.com 3750 S. Roberston Blvd. #100 Culver City, CA 90232 Lady Jayne Hotels, Inc. Daniel Homik 188 Clinton Ave. Cortland, NY 13045 Lake City Pancakes Inc / Coeur D'Alene ID 316 W Boone Ave Suite 575 Spokane, WA 99201 Lake City Pancakes, Inc. Nancy McDaniel 316 W. Boone Avenue Suite 575 Spokane, WA 99201 Lamar Companies 5551 Corporate Blvd Ste 2-A Baton Rouge, LA 70808 Lamb's Progressive 1911 Wieneke Rd. Saginaw, MI 48638 Land Art 3808 Sell Street Wausau, WI 54403 LaQuinta Inns, Inc. c/o Ellison Stollenwerck Director of Real Estate LaQuinta Inns, Inc. 909 Hidden Ridge Boulevard Suite 600 Irving, TX 75038-3813 Lawrence Perkins LC / Lawrence, KS 1208 Oak Tree Drive Lawrence, KS 66049 Lawson ERP Software 380 St. Peter Street St. Paul, MN 55102 Lebedoff Family LLP c/o The Honorable Jonathan Lebedoff U.S. Courthouse, Suite 9E 300 South Fourth Street Minneapolis, MN 55415

$0.00

Perkins License Agreement 2 Locust Avenue

$0.00

Contract/Agreement Graduated Royalty Agreement

$0.00

Perkins License Agreement West 290 Appleway Contract/Agreement Billboard (Store 73, 89,97) Contract/Agreement Broker Agreement for sale of Products Contract/Agreement Landscaping

$0.00

$34,398.53

$509.05

$0.00

Property Lease 1995 S. Colorado Blvd.

$2,000.00

Contract/Agreement Accounting Service Agreement Contract/Agreement Software support

$0.00

$0.00

Property Lease 2194 Snelling Ave. N.

$0.00

Page 37 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Lebedoff Family Partnership, c/o The Honorable Jonathan Lebedoff U.S. Courthouse Suite 9E 300 South Fourth Street Minneapolis, MN 55415 Lees, David V. 2021 County Road 1400 Blanchard, OK 73010 Lees, Joyce 337 Sumner Street Longmont, CO 80501 Liason 2575 Westside Pkwy. Alpharetta, GA 300045 Liberty Landscaping P.O. Box 1652, Bountiful, Utah 84011 Liberty Property Limited Partnership c/o Robert Goldschmidt Sr. Vice President Liberty Property Trust 2400 Lake Orange Drive Suite 110 Orlando, FL 32837 Life Insurance Company of North America (CIGNA) 1601 Chestnut Street Philadelphia, PA 19192 Local Oil Company of Anoka, Inc. Gary Dehn 4923 142nd Lane NW Ramsey, MN 55303 Lodgepole Restaurants, LLC Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Logicalis 34505 West Twelve Mile Road Farmington Hills, MI 48331 Logicalis 34505 West Twelve Mile Road Farmington Hills, MI 48331 Loompy LC / Viera, FL 600 1st Ave P.O. Box 372337 Satellite Beach, FL 32937

Property Lease 6920 Wayzata Blvd. Property Lease 2201 4th St. SW Property Lease 1207 25th St. Contract/Agreement IT Consulting Contract/Agreement Landscaping

$1,024.73

$0.00

$0.00

$0.00 $1,323.50

Property Lease 6200 Lee Vista Boulevard Contract/Agreement Basic Life & AD&D/VOL Life/STD/LTD

$0.00

$0.00

Property Lease 1790 Madison Ave.

$0.00

Perkins License Agreement 655 Cabela Dr. Contract/Agreement HP-UNIX hardware maintenance Contract/Agreement HP-UNIX - Software Maint.

$0.00

$0.00

$0.00

Contract/Agreement Accounting Service Agreement

$0.00

Page 38 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Loompy, LC Shahrooz Banpoor 501 North A1A Satellite Beach, FL 32937 LRJ Enterprises, Inc. Edward Lechner 3101 W 69th Street Edina, MN 55435 LRJ Enterprises,Inc. / Clearwater, FL 2626 Gulf to Bay Blvd Clearwater, FL 33759 M & D, Inc. W. Dillon Flaherty 63 East 2nd St. Superior, WI 54880 M L Coleman, LLC Katrina Coleman 1012 Buchanan Street Plainfield, IN 46168-5101 Maberry & Maberry 729 Loomis Trail Road Lynden, WA 98264 Macerich Lakewood, LLC Attn: Center Manager 500 Lakewood Center Mall Lakewood, CA 90712 Macerich Lakewood, LLC Attn: Center Manager 500 Lakewood Center Mall Lakewood, CA 90712 Madsen Ventures Mortenson Investment Group LLC Bradley L. Hutter 3001 West Beltline Highway Ste 202 Madison, WI 53713 Maggie's Plant Express, Inc. P.O. Box 18713 Memphis, TN 38181 Magic City Cakes, Inc. Wayne Zwak 405 20th Avenue SW Minot, ND 58701 Maher Marketing 5225 Katy Freeway Houston, TX 77007

Perkins License Agreement 8200 N. Wickham Rd

$0.00

Perkins License Agreement 2626 Gulf To Bay Blvd

$0.00

Contract/Agreement Accounting Service Agreement

$0.00

Perkins License Agreement 1302 Miller Trunk Highway

$0.00

Property Lease 4949 US Highway 27 Contract/Agreement Red Raspberries

$3,458.33

$0.00

Property Lease 4771 Candlewood

$1,500.00

Property Lease 4419 Candlewood Street

$9,962.13

Property Lease 4863 Hayes Rd. Contract/Agreement Plant service for office.

$4,800.00

$539.70

Perkins License Agreement 405 20th Ave SW Contract/Agreement Broker Agreement for sale of Products

$0.00

$0.00

Page 39 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Snow removal contract and lawn care Contract/Agreement Landscaping Proposed Cure Amount

Contract Counterparty Maple Leaf Lawn Care & Snow Removal 2416 Spring Rose Rd Verona, WI 53593 Marco and Juan Landscaping 231 W. Hayes Street Norman, OK 73069 Margaret D. Genovese and David Upham c/o Harabedian Wall & CO 3550 Wilshire Boulevard Suite 840 Los Angeles, CA 90010 Mariani Packing 500 Crocker Drive Vacaville, CA 95688 Marigold 1270 Energy Lane St. Paul, MN 55108 Market Square Services, Inc. Hugh Umbel 24584 Garrett Hwy. McHenry, MD 21541 Market Square Services, Inc. / McHenry, MD P.O. Box 158 24586 Garrett Hwy Ste 100B McHenry, MD 21541 Mark's Lawn Service 10484 Maple Valley Drive Maple Grove, MN 55369 Marlin Leasing P.O. Box 13604 Philadelphia, PA 19104 Marrick, Inc. ( Management Corp) / Fort Collins, CO 2222 West Eisenhower Blvd. Loveland, CO 80537 Marshalltown Restaurant, LLC Arnold Ochs 12221 Bluff Road Traverse City, MI 49686 Mascari Sales 32823 W 12 Mile Farmington Hills, MI 48334 Master Mechanical 1027 Gemini Road Eagan, MN 55121

$0.00

$0.00

Property Lease 3801 California Avenue

$0.00

Contract/Agreement Raisins Contract/Agreement Whip Cream/Ice Cream

$0.00

$0.00

Perkins License Agreement 24584 Garrett Highway

$0.00

Contract/Agreement Accounting Service Agreement Contract/Agreement Landscaping/snowplow Contract/Agreement Scanner and feeder tray for Xerox machine

$0.00

$1,251.01

$248.11

Contract/Agreement Accounting Service Agreement

$0.00

Property Lease 3102 South Center Street Contract/Agreement Broker Agreement for sale of Products Contract/Agreement HVAC / P.M.Contract

$0.00

$0.00

$2,330.00

Page 40 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Broker Agreement for sale of Products Contract/Agreement HVAC / P.M.Contract Proposed Cure Amount

Contract Counterparty Master Sales N63 W24301 Main St. Sussex, WI 53089 Mattex Service Co. 402 S. Staley Rd. Champaign, IL 61822 Mayfield Road, Inc. Bada Boink, Inc. Coltman, Inc. 5215 Old Gallows Way Naples, FL 34105 Mayfield Road, Inc. Frank D'Agostino 5215 Old Gallows Way Naples FL 34105 Mayfield Road, Inc. Bada Boink, Inc. Coltman, Inc. 5215 Old Gallows Way Naples, FL 34105 McCains Foods USA 2275 Cabot Drive Lisle, IL 60532 McKenna Sales 100 Sandwich Rd. Plymouth, MA 02360 McNulty, R.J. (Robert) General Partner M & N Partners No. 5 400 2nd Ave. South #650 Minneapolis, MN 55420-2402 McPherson Hospitality LC / McPherson, KS 1208 Oak Tree Drive Lawrence, KS 66049 McPherson Hospitality, LLC Dan G. Esmond 1208 Oak Tree Drive Lawrence, KS 66049 Media Choice 3701 Bee Cave Rd. Ste. 101 Austin, TX 78746 Mehl, Inc. Ed Huffman 412 Interlake Moses Lake, WA 98837

$358.27

$5,517.78

Perkins License Agreement 20320 Grande Oak Shoppes Blvd

$0.00

Perkins License Agreement 3585 Pine Ridge Road

$0.00

Contract/Agreement Promissory Note Contract/Agreement Frozen Potatoes/Onion Rings/Cheese Sticks Contract/Agreement Broker Agreement for sale of Products

$0.00

$0.00

$2,172.82

Property Lease 3300 Agency Rd

$0.00

Contract/Agreement Accounting Service Agreement

$0.00

Perkins License Agreement 2111 E Kansas Avenue

$0.00

Contract/Agreement Billboard

$0.00

Perkins License Agreement 412 Interlake

$0.00

Page 41 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Mercer 1000 Ridgeway Loop Road 4th Floor Memphis, TN 38120 Mercer Capital 5860 Ridgeway Center Parkway Suite 400 Memphis, TN 38120 Merica LLC c/o Terry Tsafatinos 667 Snug Lisle Clearwater, Florida 33767 Micalo, Inc. Michael Mastro 247 Jamesway Marion, OH 43302 Micros Systems, Inc. 7031 Columbia Gateway Drive Columbia, MD 21046 Mid South Digital 2840 Appling Way Memphis, TN 38133 Mid South Digital 2840 Appling Way Memphis, TN 38133 Mid South Digital 2840 Appling Way Memphis, TN 38133 Mid South Digital 2840 Appling Way Memphis, TN 38133 Mid South Digital 2840 Appling Way Memphis, TN 38133 Mid South Digital 2840 Appling Way Memphis, TN 38133 Mid South Digital 2840 Appling Way Memphis, TN 38133 Mid State Brokers 7489 Henry Clay Liverpool, NY 13088 Mid Valley Nut 217 South Prospect Ave Clareton Hills, IL 60514 Mid-America Hospitality LLC Dan G. Esmond 1208 Oak Tree Drive Lawrence, KS 66049

Contract/Agreement Employee Benefits Consulting

$0.00

Contract/Agreement

$0.00

Property Lease 8841 Park Blvd.

$0.00

Perkins License Agreement 1197 Mt Vernon Avenue Contract/Agreement POS equipment & software support Contract/Agreement IT copier Rental Contract/Agreement Copier in Accounting Contract/Agreement Rental on Small copier in Copy center Contract/Agreement Maintenance on HR copier Contract/Agreement Maintenance on Purchasing copier Contract/Agreement Copier in HR Contract/Agreement Maintenance on Large copier in Copy room Contract/Agreement Broker Agreement for sale of Products Contract/Agreement Walnuts

$0.00

$63,984.35

$0.00

$44.93

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

$0.00

Perkins License Agreement 1720 SW Wanamaker Rd.

$0.00

Page 42 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Midsouth Digital Leasing a Program of DeLage Landen Financial Services P.O. Box 41602 Philadelphia, PA 19101 Midsouth Digital Leasing a Program of DeLage Landen Financial Services P.O. Box 41602 Philadelphia, PA 19101 Midwest Restaurant Group, LLC Mark O. Adrian 1265 N 4th Street Platteville, WI 53818 Minovitz, Cary and Wendy M. 19463 Pauma Valley Road Northridge, CA 91326 Minute Maid 14185 Dallas Parkway Suite 900 Dallas, TX 75254 Mission Foods 1159 Cottonwood Ln. Suite 200 Irving, TX 75038 Mitchell-Peterson Rudolph J. Mosketti 1170 Upper Valley Pike Springfield, OH 45504 Mitchell-Peterson Rudolph J. Mosketti 1170 Upper Valley Pike Springfield, OH 45504 Mitchell-Peterson, Inc. Familia, Inc. 1170 Upper Valley Pike Springfield OH 45504 Mitel Leasing P.O. Box 975466 Dallas, TX 75397 Mitel Net Solutions P.O. Box 53230 Phoenix, AZ 85072 Modern Aire 2200 Cooper Avenue P.O. Box 3017 Merced, CA 95344 Modern Office Methods 4747 Lake Forest Drive Cincinnati, OH 45242

Contract/Agreement Lease on accounting copier

$0.00

Contract/Agreement Lease on Payroll copier

$0.00

Perkins License Agreement 1727 S. Church St. Property Lease 19310 Business Center Dr

$0.00

$10,014.58

Contract/Agreement Orange Juice/Lemonade

$0.00

Contract/Agreement Tortillas

$0.00

Perkins License Agreement 2531 East Main Street

$0.00

Perkins License Agreement 26 S Allison Avenue

$0.00

Contract/Agreement Promissory Note Contract/Agreement Telephone Equipment Lease Contract/Agreement Telephone Line and Service Contract Contract/Agreement Preventive Maintenance Service Agreement (Store 101) Contract/Agreement Copy Machine Lease and Service Contract

$0.00

$140.76

$0.00

$4,706.14

$1,704.46

Page 43 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Montebello Town Center Investors, LLC Attn: Jordan Brant, Leasing Manager c/o Macerich 2134 Town Center Drive Montebello, CA 90640 Morgan Keegan & Co, Inc. 50 North Front Street Memphis, TN 38103 Morin, Greg 28655 Lapine Ave. Saugus, CA 91353 Muffin, Inc. Teddy Petrou 35 Rancho Polo Dr. Colt's Neck, NJ 07722 Murphy O'Brien Public Relations 1630 Stewart Street, #140 Santa Monica, CA 90404 National Credit Tenant Investments, LLC Steve Sheldon 2301 Dupont Drive #100 Irvine, CA 92612 Navarro Pecan P.O. Box 147 Corsicana, TX 75151 Neptune 4510 South Alameda Street Vernon, California 90058 Nestle 800 North Brand Blvd. Glendale, CA 91203 Net Lease Funding 2005, LP c/o Bond Harbert, Sr. VP Loss Mitigation Group GE Capital Franchise Finance Corp. 500 West Monroe Street Chicago, IL 60661 Net Lease Funding 2005, LP c/o Bond Harbert, Sr. VP Loss Mitigation Group GE Capital Franchise Finance Corp. 500 West Monroe Street Chicago, IL 60661

Property Lease 1852 Montebello Town Center Contract/Agreement Retirement Plan Consulting.

$8,000.00

$0.00

Partnership Agreement

$0.00

Perkins License Agreement 286 Route 18 Contract/Agreement Public Relations Agency

$0.00

$3,001.56

Property Lease 27630 The Old Road

$0.00

Contract/Agreement Pecans

$0.00

Contract/Agreement Shrimp Contract/Agreement Gravies

$0.00

$0.00

Property Lease 12750 West Frontage Road

$2,395.80

Property Lease 2215 E. Main Street

$0.00

Page 44 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Broker Agreement for sale of Products Contract/Agreement Electronic Media, Free Standing Insert Program, Media Placement Contract/Agreement Restaurant Supplies Proposed Cure Amount

Contract Counterparty Nevada Food 7115 Amigo St. Las Vegas, NV 89119 News America Marketing 2121 Avenue of the Stars Suite 2200 Los Angeles, CA 90067 Next Day Gourmet 5353 Nathan Lane N Plymouth, MN 55442 Niagara Hospitality Hotels Vincent Kerrio 6546 Fallsview Blvd Niagara Falls, ONT L2G 3W2 Nissan North America, Inc. P.O. Box 685001 Franklin, TN 37068 NMS Imaging 12041 Bournefield Way Suite A Silver Springs, MD 20904 No. 1 Southdale L.P. Chris Manderscheid 175 Chapman Circle, SE Calgary ALB T2X 3T6 Nopark Dev. Co. James W. Buttram 2415 N. 14th St. Ponca City, OK 74601 NorPac

$98.96

$211,004.91

$34,683.08

Perkins License Agreement 6519 Stanley Contract/Agreement Fleet Vendor

$0.00

$0.00

Contract/Agreement Scanning software & equip, maint.

$0.00

Perkins License Agreement 123 Vermillion Rd.

$0.00

Property Lease 2125 N. 14th St. Frozen Vegetables

$0.00

4350 S.W. Galewood Street Lake Oswego, OR 97035
Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317

$0.00

Perkins License Agreement 4618 Fort Henry Drive

$0.00

Perkins License Agreement 5921 Fruitville Rd.

$0.00

Perkins License Agreement 188 W. Museum Dr.

$0.00

Perkins License Agreement 6023 14th Street W

$0.00

Page 45 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317

Perkins License Agreement 811 Frontage Road

$0.00

Perkins License Agreement 102 E Bristol Rd.

$0.00

Perkins License Agreement 143 Division Street

$0.00

Perkins License Agreement 1715 North Lacrosse St.

$0.00

Perkins License Agreement 1120 Paul Bunyan Dr.

$0.00

Perkins License Agreement 1445 Darling Dr.

$0.00

Perkins License Agreement 1455 Woodruff Rd.

$0.00

Perkins License Agreement 2608 N Roan St

$0.00

Perkins License Agreement 9507 Kingston Pike

$0.00

Perkins License Agreement 106 Wilmar Ave.

$0.00

Perkins License Agreement 2305 Mount Rushmore Rd.

$0.00

Perkins License Agreement PO Box 38 Kearney

$0.00

Page 46 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Northcott Company Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Northern Colorado Pancake, LLC Eric C. Spanier 2222 W. Eisenhower Blvd Loveland, CO 80537 Northern Colorado Pancake, LLC Eric C. Spanier 2222 W. Eisenhower Blvd Loveland, CO 80537 Northern Colorado Pancake, LLC Eric C. Spanier 2222 W. Eisenhower Blvd Loveland, CO 80537 Northern Colorado Pancake, LLC Eric C. Spanier 2222 W. Eisenhower Blvd Loveland, CO 80537 Northern Colorado Pancake, LLC Eric C. Spanier 2222 W. Eisenhower Blvd Loveland, CO 80537 Northern Colorado Pancake, LLC 2222 West Eisenhower Blvd. Loveland, CO 80537 Northwest Hospitality, Inc. Nancy McDaniel 316 W. Boone Avenue Suite 575 Spokane, WA 99201 Novar / Honeywell 6060 Rockside Woods Blvd. Cleveland, OH. 44131 NuCO2 Inc 2800 SE Market Place Stuart, FL 34997 Numero V, Inc. Teddy Petrou 35 Rancho Polo Dr. Colt's Neck, NJ 07722

Perkins License Agreement 1331 South 41 Bypass

$0.00

Perkins License Agreement 2302 South Jeffers Street

$0.00

Perkins License Agreement 2311 8th Street S.

$0.00

Perkins License Agreement 2051 N. Main

$0.00

Perkins License Agreement 2222 W Eisenhower Blvd

$0.00

Perkins License Agreement 310 S College Ave

$0.00

Perkins License Agreement 2297 Greeley Mall

$0.00

Perkins License Agreement 6020 Stallion Drive Contract/Agreement Accounting Service Agreement

$0.00

$0.00

Perkins License Agreement 1604 S.E. Smittys Blvd. Contract/Agreement Energy Management Monitoring Aggreement

$0.00

$1,024.00

Contract/Agreement Bulk CO2

$17,755.44

Perkins License Agreement 158 Route 35 South

$0.00

Page 47 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Numero-III, Inc. Lenny Petrou 3445 Route 9 Freehold, NJ 77283 Nuttal, Robert 5731 Amberdale Dr. Yorba Linda, CA 92686 NWTECH P.O. Box 6183 Oceanside, CA 92052 Oak Ridge Development Co Phillip R. Costantini 20040 Harrisburg-Westville Rd. Alliance, OH 44601 OB Enterprises, Inc. Fred Madsen 1305 Columbia Road Grand Forks, ND 58201 Olson, Gary R. 1390 Aretz Court Victoria, MN 55386 Oracle America, Inc., PO Box 71028 Chicago, IL 60694 Orkin Pest Control 7046 Fairfield Business Dr. Fairfield, OH 45014 Osgood, Walt 28082 Whisperwood Drive Menifee, CA 92584 Outer Limits, Inc. Bill Jamison 700 Mentor Avenue Painesville, OH 44077 Outside Services INC. 641 Brickl Rd. West Salem, WI 54669 P Noblesville, Inc. Robert Von Holten 290 Osborne Street Noblesville, IN 46060 Packers Sanitation Serv. Attn: Jason Schiavoni 1755 Enterprise Pkwy Turnsburg, OH 44087 Paetec/McLeod USA P.O. Box 3242 Milwaukee, WI 53201

Perkins License Agreement 297 U.S. Hwy 22 East

$0.00

Partnership Agreement Contract/Agreement Mail Marshal (650 nodes)

$0.00

$0.00

Perkins License Agreement 20040 Harrisburg Westville Rd.

$0.00

Perkins License Agreement 1305 S Columbia Road Contract/Agreement Broker Agreement for sale of Products

$0.00

$1.66

Database software support

$0.00

Contract/Agreement Pest Control

$0.00

Partnership Agreement

$0.00

Perkins License Agreement 1503 Traveler's Pointe Contract/Agreement Mowing, trimming, weeding, winterizations

$0.00

$0.00

Perkins License Agreement 250 Noble Creek Dr.

$0.00

Contract/Agreement Sanitation of Production Area Contract/Agreement Restaurants Long dist. phone service

$49,926.09

$3,641.80

Page 48 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Pancade Corp. Anthony Dileo 4370 Amboy Road Staten Island, NY 10312 Paramount Marketing 10907 McBride Lane Knoxville, TN 37932 Paris Packaging 800 West Center Street Paris, TX 75461 Paris Packaging P.O. Box 1177 Paris, TX 75461 Park Place Technologies P.O. Box 71-0790 Columbus, OH 43271 Pat Holmes Enterprises, Inc. Pat Holmes 55030 Sunrise Lane Mankato, MN 56001 Pat Holmes Enterprises,Inc./ New Ulm, MN 55030 Sunrise Lane Mankato, MN 56001 PatronPath 316 S. Eddy Street SouthBend, IN 46617 P-Castleton, Inc./Castleton, IN 290 Osborn St. Noblesville, IN 46060 Peninsular Mechanical 13690 Roosevelt Blvd. Madeira Beach, FL 33738 People Report Thomas Doolin & Associates LLC 17304 Preston Road Suite 430 Dallas, TX 75252 Perdue P.O. Box 1537 Salisbury, MD 21802 Perk Winter Haven, LP 9155 S. Dadeland Blvd. Suite 1602 Miami, FL 33156 Perkins, Mark L. 2401 Richmond Road Lexington, KY 40502

Perkins License Agreement 4370 Amboy Road Contract/Agreement Broker Agreement for sale of Products

$0.00

$156.80

Contract/Agreement ToGoBoxes Contract/Agreement Folded Carton Contract/Agreement Server equipment maintenance

$0.00

$0.00

$0.00

Perkins License Agreement 1727 S. Broadway

$0.00

Contract/Agreement Accounting Service Agreement Contract/Agreement Operating Agreement for On-Line Ordering Contract/Agreement Accounting Service Agreement Contract/Agreement HVAC / P.M.Contract

$0.00

$98.00

$0.00

$3,631.09

Contract/Agreement Statistical Survey Source

$0.00

Contract/Agreement Chicken

$0.00

Property Lease 6005 Cypress Gardens Blvd Perkins License Agreement 2401 Richmond Road

$0.00

$0.00

Page 49 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Pie Shop No. 9 6075 Poplar Ave. Suite 800 Memphis, TN 38119 Pinnacle Foods Limited Part Daniel V. Smith 705 W River Pkwy Champlin, MN 55316 Pinnacle Foods, LP / Elk River, MN 705 W River Pkwy Champlin, MN 55316 Pioneer Food 3020 2nd Ave. North Billings. MT 59101 Pites, Inc. Michael Marshall 1396 State Route 36 Hazlet, NJ 77301 Pitney Bowes P.O. Box 371896 Pittsburgh, PA 15250 Pitney Bowes P.O. Box 371896 Pittsburgh, PA 15250 Pitney Bowes P.O. Box 371896 Pittsburgh, PA 15250 Pitney Bowes P.O. Box 856840 Louisville, KY 40285 Pitney Bowes Global Financial Services P.O. Box 856840 Louisville, KY 40285 Pitney Bowes, Inc. 25531 Commercentre Dr. Suite 110 Lake Forest, CA 92630-8874 Pittston Restaurants Company Doug Klingerman 1388 State Route 487 Bloomsburg, PA 17815 PK II Anaheim Plaza LP c/o Kevin J. Smith Regional General Counsel Kimco Realty Corporation 1621-B South Melrose Drive Vista, CA 92081

Partnership Agreements

$0.00

Perkins License Agreement 18838 Dodge St NW

$0.00

Contract/Agreement Accounting Service Agreement Contract/Agreement Broker Agreement for sale of Products

$0.00

$0.00

Perkins License Agreement 1396 State Route 36 Contract/Agreement Postage Machine Maintenance Agreement Contract/Agreement Lease on Stuffer Machine Contract/Agreement Rental on Security device meter Contract/Agreement Postage Meter

$0.00

$0.00

$1,465.46

$0.00

$0.00

Contract/Agreement Postage Machine Lease

$0.00

Contract/Agreement Postage machine

$0.00

Perkins License Agreement 304 Route 315

$0.00

Property Lease 540 N Euclid Avenue

$0.00

Page 50 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Plunketts Pest 40 NE 52nd Way Fridley, MN 55421 P-Noblesville Inc. /Noblesville, IN 290 Osborn St. Noblesville, IN 46060 Pony Express 1513 Oak Alley Eugene, OR 97401-4077

Contract/Agreement Pest Control Contract/Agreement Accounting Service Agreement Contract/Agreement Agreement for Delivery of Food Contract/Agreement 6 months caller fee for mail, 6 months Rental on PO box #17126, 6 Months rental on PO Box #17164

$1,168.81

$0.00

$0.00

Post Master White Station Branch Memphis, Tn 38119 Potato Cakes, Inc. Joe O'Neil 2224 Oak Trail Drive Idaho Falls, ID 83404 Prime Restaurants of America, Inc. Suite 600 10 Kingsbridge Garden Circle Mississauga, ON L5R 3K6 Canada -andEast Side Mario's Restaurants Inc. 1100 Town & Country Suite 1350 Orange, CA 92868 Procter Family Trust 11961 Kensington Rd. Los Alamitos, CA 90720 Progressive Group Alliance 12500 W. Creek Pkwy. Richmond, VA 23238 ProLift 9890 Charter Park Dr. West Chester, OH 45069 PSM Enterprises Patricia Moretta 16 Battle Ridge Trail Totowa, NJ 07512 PTR Associates, LLC Anthony Dileo 4370 Amboy Road Staten Island, NY 10312

$0.00

Perkins License Agreement 2000 Channing Way

$0.00

Nonexclusive License to use East Side Mario's Names and Marks at restaurant located at 4771 Candlewood Street in Lakewood, CA.

$0.00

Partnership Agreement Buying House Agreement for sale of Products Contract/Agreement Service Contract for forklifts

$0.00

$545.94

$25,203.00

Perkins License Agreement 403 Valley Brook Avenue

$0.00

Perkins License Agreement 149 Route 37

$0.00

Page 51 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Q.F.S. of Savage, Inc. Steve Ikeda 890 Bluebill Bay Road Burnsville, MN 55306 QFS of Lakeville, Inc. Steve Ikeda 890 Bluebill Bay Road Burnsville, MN 55306 QFS of Lakeville, Inc. / Lakeville, MN 890 Bluebill Bay Road Burnsville, MN 55306 QFS Of Minnesota, Inc. Steve Ikeda 890 Bluebill Bay Road Burnsville MN 55306 QFS Of Minnesota, Inc. Steve Ikeda 890 Bluebill Bay Road Burnsville MN 55306 QFS Of Minnesota, Inc. Steve Ikeda 890 Bluebill Bay Road Burnsville, MN 55306 QFS Of Minnesota, Inc. 890 Bluebill Bay Road Burnsville, MN 55306 QFS of Northfield, Inc. 890 Bluebill Bay Road Burnsville, MN 55306 QFS of Savage, Inc. 890 Bluebill Bay Road Burnsville, MN 55306 Quest Controls Inc. 208 9th St. West Palmetto, FLA.34221 R & R Mechanical Contractors 11018 High Point Cv. Olive Branch, MS 38654 R J Ebbole Restaurants Inc. 26876 Fern Dr. Elkhart, IN 46514 R.G.S., Inc. Steve Schuster 603 Taylor Road Sandusky, OH 44870

Perkins License Agreement 14435 Trunk Highway 13

$0.00

Perkins License Agreement 17387 Kenyon Ave.

$0.00

Contract/Agreement Accounting Service Agreement

$0.00

Perkins License Agreement 1401 Riverview Drive

$0.00

Perkins License Agreement 333 Western Ave.

$0.00

Perkins License Agreement 1200 Interstate Hwy 35 Contract/Agreement Accounting Service Agreement Contract/Agreement Accounting Service Agreement Contract/Agreement Accounting Service Agreement Contract/Agreement Energy Management Monitoring Aggreement Contract/Agreement HVAC / P.M.Contract

$0.00

$0.00

$0.00

$0.00

$800.00

$0.00

Accounting Service Agreement

$0.00

Perkins License Agreement 4710 Milan Rd.

$0.00

Page 52 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty R.K. Midway LLC Richard J. Birdoff Managing Member 810 7th Avenue, 28th Floor New York, NY 10019 Raptor Three LLC, a Minnesota Limited Liability Company c/o Bruce Dachis 2917 Bryant Ave. S. Minneapolis, MN 55408 RBT Realty Associates, LLC Bob Thompson P.O. Box 6655 Harrisburg, PA 17112 RBT Realty Associates, LLC / Harrisburg, PA P.O Box 6655 7833 Linglestown Rd. Harrisburg, PA 17112 Reinhardt, Hazel 9174 N. Mystic Heights Place Tucson, AZ 83742 ReliaStar Life Insurance Company (ING) 20 Washington Avenue South Minneapolis, MN 55401 Republic Elevator Co 77 S. Fairview Ave P.O. Box 1222 Goleta, CA. 93116 Restaurant on Wheels 14391 Penasquitos Drive C-216 San Diego, CA 92129 Restaurant Runner 2203 17th Street Bakersfield, CA 93301 Restaurant Services 217 Racquette Dr #2 Fort Collins, CO 80524 Restaurants on the Run 27432 Aliso Creek Road Suite 200 Aliso Viejo, CA 92656 Restaurants To You 855 4th Street #16 Pismo Beach, CA 93449

Property Lease 1544 University Avenue

$0.00

Property Lease 8806 Olson Memorial Hwy.

$0.00

Perkins License Agreement 7833 Linglestown Rd.

$0.00

Contract/Agreement Accounting Service Agreement

$0.00

Partnership Agreement

$0.00

Contract/Agreement Stop Loss

$0.00

Contract/Agreement Elevator Service

$102.85

Contract/Agreement Agreement for Delivery of Food Contract/Agreement Agreement for Delivery of Food Contract/Agreement HVAC / P.M.Contract

$0.00

$0.00

$11,908.79

Contract/Agreement Agreement for Delivery of Food Contract/Agreement Agreement for Delivery of Food

$0.00

$0.00

Page 53 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Revenue Management Solutions 777 S. Harbour Island Blvd Suite 890 Tampa, FL 33602 Revere Packaging P.O. Box 218 39 Pearce Industrial Rd. Shelbyville, KY 40066 Rich SeaPak P.O. Box 20670 St. Simons Island, GA 31522 Rimrock Cakes, Inc. Kevin Stenberg P. O. Box 12188 Grand Forks, ND 58206 Ring Enterprises, Inc. Mark Ring P.O. Box 432 Manitowoc, WI 54221 Riverpoint Family Rest, Inc. Nancy McDaniel 316 W. Boone Avenue Suite 575 Spokane, WA 99201 Riverwinds, Inc Diane London 217 East Hustan Avenue Pierre, SD 57532 Riverwinds, Inc. / Ft. Pierre, SD 1012 N Maple Ave Pierre, SD 57501 Rizwitsch Sales 11061 Main St. Cincinnati, OH 45241 RMS Enterprises Russ Moulton 10 Simpson Drive Fredericksburg, VA 22406 RMS Restaurants, LLC Attn: Joseph R. Moulton, Sr. 10 Simpson Road Fredericksburg, VA 22406 Robert Yanish Restaurants, Inc Robert Yanish 2480 Superior Dr. N.W. Rochester, MN 55904 Robert Yanish Restaurants, Inc Robert Yanish 2480 Superior Dr. N.W. Rochester, MN 55904

Contract/Agreement Menu Optimization Consultant

$0.00

Contract/Agreement Pie Tins

$22,820.96

Contract/Agreement Shrimp

$0.00

Perkins License Agreement 825 N 27th Street

$0.00

Perkins License Agreement 4525 Calumet Avenue

$0.00

Perkins License Agreement 12 East Olive Avenue

$0.00

Perkins License Agreement 217 East Hustan Avenue Contract/Agreement Accounting Service Agreement Contract/Agreement Broker Agreement for sale of Products

$0.00

$0.00

$690.75

Perkins License Agreement 10 Simpson Lane

$0.00

Contract/Agreement Accounting Service Agreement

$0.00

Perkins License Agreement 1818 S. Broadway

$0.00

Perkins License Agreement 432 16th Ave NW

$0.00

Page 54 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Rocky Mountain Properties LP c/o Angie Hewitt, RPA Commercial Property Manager CSM Corporation 500 Washington Avenue, S. Suite 3000 Minneapolis, MN 55415-1151 Roughrider Cakes, Inc. Fred Madsen 1305 Columbia Road Grand Forks, ND 58201 Royal Cup Coffee 160 Cleage Drive Birmingham, AL 35217 RW International 647 Highland Glen Ballwin, MO 63021 S & C Foods, Inc. Steve Pahl 2375 Crystal Springs Court Green Bay, WI 54311 S & D Coffee 300 Concord Parkway S. Concord, NC 28027-9030 S.K. Properties of Kansas, LTD c/o Sherron E. Smith, Property Manager Smith & Cox Realty Property Mgmt 8695 College Parkway Suite 1164 Ft Myers, FL 33919 Sacramento Bee 2100 Q St. Sacramento, CA 95816 Sage 220 W. Kensinger Drive Suite 100 Cranberry Township, PA 16066 Salen, Inc. Jerry Salen 1365 So Robert St. W St Paul, MN 55118 San Antonio Express News P.O. Box 2171 Avenue E at Third Street San Antonio, TX 78297 Sandoval, Lisa 191 Monterey Rd. Orange, CA 92866

Property Lease 8691 Sheridan Blvd.

$3,734.39

Perkins License Agreement 1213 N 47th St.

$0.00

Contract/Agreement Coffee, Tea Contract/Agreement Broker Agreement for sale of Products

$599.10

$0.00

Perkins License Agreement 2306 East Mason Street

$0.00

Contract/Agreement Coffee,Tea

$113.76

Property Lease 1700 Tamiami Trail Contract/Agreement Newspaper

$0.00

$0.00

Contract/Agreement Foxtail manufacturing software maint.

$1,700.00

Perkins License Agreement 1365 S Robert Street

$0.00

Contract/Agreement Newspaper

$0.00

Partnership Agreement

$0.00

Page 55 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Grease collection and payment Proposed Cure Amount

Contract Counterparty Sanimax 505 Hardman Avenue S. South St. Paul, MN 55075 SanLar Restaurants, Inc. Jeff Sengstock 2520 Ward Blvd Wilson, NC 27893 SanLar Restaurants, Inc. Jeff Sengstock 2520 Ward Blvd Wilson, NC 27893 SanLar Restaurants, Inc. 5204 Sunset Walk Lane Holly Springs NC 27540 Sarkissian, Hovannes 2396 E. Foothill Blvd. Pasadena, CA 91107 Sartell Foods, Inc. Dave Hanson 2480 Superior Dr. N.W. Rochester, MN 55901 Saunders Outdoor 1764 W 2900 S Ogden, UT 84401 Saverino & Assoc. 538 E. Randy Rd. Carol Stream, IL 60188 Schwab Retirement Plan Services Company 12401 Research Boulevard Suite 2-130 Austin, TX 78759 Scottsbluff Family Pancakes, I Danny J. Green P.O. Box 878 Spearfish, SD 57783 Seamans A/C Refrigeration 711 Six Mile Road, N.W. Comstock Park, MI 49321 Security Metrics, Inc. 463 East 800 North Orem, UT 84097 Seitz Management Co. / Aberdeen, SD 13652 387th Ave Aberdeen, SD 57401 Seitz Management, Inc. Tim Seitz 13652 387th Avenue Aberdeen, SD 52401

$0.00

Perkins License Agreement 908 U.S. Highway 64 W.

$0.00

Perkins License Agreement 2657 Appliance Court Contract/Agreement Royalty & Media DMA Abatement

$0.00

$0.00

Contract/Agreement Billboard

$0.00

Perkins License Agreement 2291 Connecticut Avenue

$0.00

Contract/Agreement Billboard Contract/Agreement Broker Agreement for sale of Products

$4,650.00

$700.84

Contract/Agreement Retirement Plan - NQDC

$0.00

Perkins License Agreement 303 Hwy 26 West Contract/Agreement HVAC / P.M.Contract Contract/Agreement PCI external scanning

$0.00

$1,686.27

$0.00

Contract/Agreement Accounting Service Agreement

$0.00

Perkins License Agreement 1401 6th Avenue Southwest

$0.00

Page 56 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Seravalli Restaurants Five Inc Charles Seravalli 10059 Sandmeyer Lane Philadelphia, PA 19116 Seravalli Restaurants Five Inc Charles Seravalli 10059 Sandmeyer Lane Philadelphia, PA 19116 Seravalli Restaurants Five Inc Charles Seravalli 10059 Sandmeyer Lane Philadelphia, PA 19116 Service Check, Inc 167 Central Avenue Suite C Pacific Grove, California 93950 Service Management Group 210 W. 19th Terrace Suite 20 Kansas City, MO 641008 Service Specialists 645 South Bird Street Sun Prairie, WI 53590 Shadowrock Landscaping 8622 S. Maplebrook Circle Br. Park, MN 55445 Shanley, Geri 6825 NW 8th Avenue Gainesville, FL 32605 Sharfe Inc. Frank Stabile 2463 US 41 West Marquette, MI 49855 Sharfe Inc. Frank Stabile 2463 US 41 West Marquette, MI 49855 Shepard Bros Inc. 503 Cypress St. La Habra, CA. 90631 Silliker Laboratories 160 Armory Drive South Holland, IL 60473 Simplot P.O. Box 9386 Boise, ID 83707 Smeltzer Orchards 4303 Smith Road Cincinnati, OH 45212

Perkins License Agreement 1681 Grant Ave.

$0.00

Perkins License Agreement #12 Liberty Plaza

$0.00

Perkins License Agreement 705 York Road

$0.00

Contract/Agreement Mystery Shop Program Contract/Agreement Provide service on Guest Experience Survey Program Contract/Agreement HVAC / P.M.Contract Contract/Agreement Landscaping/snowplow Perkins License Agreement 6825 NW 8th Avenue

$0.00

$6,726.84

$12,935.90

$3,145.00

$0.00

Contract/Agreement Royalty Modification

$0.00

Perkins License Agreement 2383 US 41 West Contract/Agreement Boiler Chemical & Inspection Program Contract/Agreement Annual test of Perkins Restaurants for Salmonilla. Contract/Agreement Breakfast Potatoes

$0.00

$0.00

$0.00

$0.00

Contract/Agreement Apples

$0.00

Page 57 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Smeltzer Orchards 4303 Smith Road Cincinnati, OH 45212 Smuckers P.O. Box 280 Orrville, OH 44667 Solar Winds P.O. Box 730720 Dallas, TX 75373 Southmark Heating & Air 2000 Sycamore View Rd Memphis TN 38134 Spacenet Inc. 3111 S Western Avenue Chicago, IL 60608 Span, LLC & Rainbow Rising LLC Walter A. Friedman 1 Mauchly Irvine, CA 92618 Spartan Computer Services, Inc. 39973 Treasury Center Chicago, IL 60694 Sprick, Scott 2705 Hillside Dr. Newport Beach, CA 92660 SQBox Solutions Ltd STE 230 1000 Roosevelt Crescent North Vancouver, BC V7P 1M3 CANADA Stampede 7351 South 78th Ave. Bridgeview, IL 60455 Stampede 7351 South 78th Ave. Bridgeview, IL 60455 Stampede 7351 South 78th Ave. Bridgeview, IL 60455 Stampede 7351 South 78th Ave. Bridgeview, IL 60455 Stampede 7351 South 78th Ave. Bridgeview, IL 60455 Stanley Convergent Security Solns, Inc. Dept CH 10651 Palatine, IL 60055

Contract/Agreement Cherries Contract/Agreement Jellies Contract/Agreement Orion Solar Winds software support Contract/Agreement Preventative Maintenance for HVAC Contract/Agreement Data services for Perkins locations

$0.00

$0.00

$0.00

$0.00

$135,187.86

Property Lease 7860 E. Florence Avenue Contract/Agreement Store PC equipment maintenance

$0.00

$331.13

Partnership Agreement

$0.00

Contract/Agreement Perk.net Software support Contract/Agreement Meatloaf Contract/Agreement Pork Chop Contract/Agreement Pot Roast

$0.00

$0.00

$0.00

$0.00

Contract/Agreement Chuck Burger

$0.00

Contract/Agreement Steaks

$0.00

Contract/Agreement Fire, Alarm Monitoring

$8,086.97

Page 58 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Security monitoring service Proposed Cure Amount

Contract Counterparty Stanley Security Solutions Dept Ch 10651 Palatine, IL 60055 State College Rest Co., Inc. Doug Klingerman 1388 State Route 487 Bloomsburg, PA 17815 Sterling Nursery 4663 Ustick Rd Nampa, ID 83687 Stockton Record P.O. Box 900 530 E. Market Street Stockton, CA 95201 Stoney Lake Knife Sharpening 8503 Stoney Lake Road New Era, MI 49446 Stonington Restaurants, LLC Paul Kirwin 250 Lake Drive East Chanhassen, MN 55317 Sugarland Enterprises, Inc. Homer Scott 1101 Sugarview Dr. Sheridan, WY 82801 Sugarland Enterprises, Inc. Homer Scott 1101 Sugarview Dr. Sheridan, WY 82801 Sugarland Enterprises, Inc. Homer Scott 1101 Sugarview Dr. Sheridan, WY 82801 Sugarland Enterprises, Inc. Homer Scott 1101 Sugarview Dr. Sheridan, WY 82801 Sugarland Enterprises, Inc. Homer Scott 1101 Sugarview Dr. Sheridan, WY 82801 Summit Brokerage 4011 SE Intern. Way Milwaukee, OR 97222 Summit Ventures, LLC Daniel V. Smith 705 W River Pkwy Champlin, MN 55316

$380.00

Perkins License Agreement 1661 So Atherton Contract/Agreement Landscaping

$0.00

$1,872.14

Contract/Agreement Newspaper Contract/Agreement Knife Sharpening

$0.00

$296.00

Perkins License Agreement 2340 10th St.

$0.00

Perkins License Agreement 1730 Dell Range Blvd

$0.00

Perkins License Agreement 1373 Coffeen Ave PO Box 7279

$0.00

Perkins License Agreement 204 S 30th Street

$0.00

Perkins License Agreement 4710 East Second St.

$0.00

Perkins License Agreement 2510 South Douglas Contract/Agreement Broker Agreement for sale of Products

$0.00

$194.33

Perkins License Agreement 140 North Garfield St.

$0.00

Page 59 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Summit Ventures, LLC / Cambridge, MN 705 W River Pkwy Champlin, MN 55316 Sunco Enterprises, Inc. Clinton Simmons 914 - 918 North Spring Street Everett, PA 15537 Sunner, Inc. Jerry Snyder 10532 Boca Pointe Drive Orlando, FL 32836 Sunner, Inc. / Clermont, FL 10532 Boca Pointe Dr Orlando, FL 32836 Superfos 51939 Copper Creek Ct. Chesterfield, MI 48047 Superior Linen 534 S Rockford Ave Tulsa, OK 74120 Surf In Town 2795 E. Bidwell Street Suite 100-31 Folsom, CA 95630 Survey Monkey 285 Hamilton Avenue 5th Floor Palo Alto, CA 94301 Sweetner Supply 7440 Jager Court Cincinnati, OH 45230 Swisher P.O. Box 473526 Charlotte, NC 28247-3526 Sylvan Square Shopping Center, LLC R. Jay Allen, Esquire 1036 West Robinhood Drive Suite 202 Stockton, CA 95207 T.P.F.L., Inc. Teddy Petrou 35 Rancho Polo Dr. Colt's Neck, NJ 07722 TakeOut Technologies d/b/a Restaurants on the Run 260500 Acero Mission Viejo, CA 92691

Contract/Agreement Accounting Service Agreement

$0.00

Perkins License Agreement 167 Post House Rd.

$0.00

Perkins License Agreement 1660 East Highway 50 Contract/Agreement Accounting Service Agreement Contract/Agreement Plastic Pails Contract/Agreement Linen Contract/Agreement Wireless Internet for Restaurant and customers Contract/Agreement Site used for surveying franchisees and managers on various topics

$0.00

$0.00

$0.00

$242.00

$5,974.04

$0.00

Contract/Agreement Corn Syrup Contract/Agreement Linen

$47,275.70

$15,666.55

Property Lease 3500 Coffee Road

$0.00

Perkins License Agreement 3445 Route 9 Contract/Agreement Use of proprietary on-line ordering and marketing system for managing restaurants take-out orders.

$0.00

$0.00

Page 60 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement I-9 eXpress Services, Unemployment Services, Employment Verification, W-2 Services Proposed Cure Amount

Contract Counterparty

TALX 4076 Paysphere Circle Chicago, IL 60674 Tanis H. Douglas Hackmeyer Hailey Properties 5575 Poplar Avenue Suite 803 Memphis, TN 38119 TCAM Core Property Fund Operating LP c/o Lisa Jackson / Property Manager Jones Lang LaSalle Open Air Division 100 E. Sybelia Ave, Suite 160 Maitland, FL 32751 Telumi, Inc. David Kerber 115 E. 5th Street Shawano, WI 54166 TerraWorks 609 S 4050 W Salt Lake City, UT 84104 The Bluff Restaurant, Inc. Alex Hoja Poplar Bluff, MO 63902 The Brickman Group 13803 Turbine Dr. Austin TX 78728

$28,195.78

Property Lease 6047 Executive Center Drive

$0.00

Property Lease 12559 State Road 535

$0.00

Perkins License Agreement 1398 East Green Bay Contract/Agreement Landscaping Perkins License Agreement 2121 North Westwood Blvd. Contract/Agreement Landscaping Beverage Marketing Agreement dated October 14, 2002, together with, and as amended by, the Juice Beverage Marketing Agreement dated July 2, 2007, the First Amendment to the Beverage Marketing Agreement date December 8, 2009, and the Amendment to the Juice Beverage Marketing Agreement dated January 20, 2010 (all as superseded and/or amended by the Beverage Marketing Agreement dated August 29, 2011)

$0.00

$1,172.72

$0.00

$686.85

The Coca-Cola Company 14185 Dallas Parkway Suite 900 Dallas, TX 75254 The Collegian 5201 N. Maple M/S SA42 Fresno, CA 93740

$366,196.21

Contract/Agreement College Newspaper Advertising

$320.00

Page 61 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty The Holland Family, LLC Charles H. Shorley Managing Member 616 William Street Berlin, MD 21811 The Irvine Company Retail Properties Kathy Meyer 100 Innovation Drive Irvine, CA 92617 The Lincoln National Life Insurance (Exec U Care) 8801 Indian Hills Drive Omaha, NE 68114 The Office Express 3873 S. Main Street Santa Ana, CA 92707 The Pangburn Company P.O. Box 900 103 Gisele Street New Roads, LA 70760 The Restaurant Group LLC Philip Gelsomino 135 Calkins Road Rochester, NY 14623 The Restaurant Group LLC Philip Gelsomino 135 Calkins Road Rochester, NY 14623 The Restaurant Group LLC Philip Gelsomino 135 Calkins Road Rochester, NY 14623 The Restaurant Group LLC Philip Gelsomino 135 Calkins Road Rochester, NY 14623 The Restaurant Group LLC Philip Gelsomino 135 Calkins Road Rochester, NY 14623 The Restaurant Group LLC Philip Gelsomino 135 Calkins Road Rochester, NY 14623 The Restaurant Group LLC Philip Gelsomino 135 Calkins Road Rochester, NY 14623

Property Lease 2700 Lee Boulevard

$0.00

Property Lease 15363 Culver Drive

$0.00

Contract/Agreement Executive Benefits Contract/Agreement Agreement for Delivery of Food

$0.00

$0.00

Contract/Agreement Plan service & administration

$0.00

Perkins License Agreement 8444 Transit Road

$0.00

Perkins License Agreement 1175 Jefferson Road

$0.00

Perkins License Agreement 2047 Chili Avenue

$0.00

Perkins License Agreement 1785 Military Road

$0.00

Perkins License Agreement 4245 McKinley Parkway

$0.00

Perkins License Agreement 1500 West Ridge Road

$0.00

Perkins License Agreement 2130 Fairport Nine Mile Pt. Rd

$0.00

Page 62 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Royalty Modification Ground Lease 31791 Del Obispo Proposed Cure Amount

Contract Counterparty The Restaurant Group LLC P.O. Box 110 Spencerport, NY 14559 The Stroschein Ranch, LP 2226 Victoria Drive Santa Ana, CA 92706 The Weststar Group, LLC and Millcreek Partners, LLC Attn: Gary M. Wright Wright Development Group 1572 N. Woodland Park Drive Suite 505 Layton, Utah 84041 The Woodman Revocable Living Trust dated December 3, 1998 3243 Briarcrest Drive Janesville, WI 53546 Theodore F. LaFranchi and Patricia S. LaFranchi, Trustees The Theodore F. LaFranchi Family Trust Dated 10/13/1993 855 San Vicente Road Arcadia, CA 91007 Thomas Marketing 3362 Hollenberg Dr. Bridgeton, MO 63044 Thomas Reuters, Inc. P.O. Box 966 Fort Worth, TX 76101 Thomas Reuters, Inc. (Onesource) 2395 Midway Road Building 1 Carrollton, TX 75006 Three O Nine Associates Doug Klingerman 1388 State Route 487 Bloomsburg, PA 17815 Three O Nine Associates Doug Klingerman 1388 State Route 487 Bloomsburg, PA 17815 Throne Landscaping P.O. Box 189 Anoka, MN 55304 Time Warner Telecom Holdings P.O. Box 172567 Denver, CO 80217

$0.00

$0.00

Property Lease 1600 North 1000 West

$0.00

Property Lease 3315 Milton Avenue

$2,598.90

Property Lease 9829 La Sema Drive Contract/Agreement Broker Agreement for sale of Products Contract/Agreement Internet Research

$0.00

$1,546.78

$0.00

Contract/Agreement State Sales and Use Tax Return preparation and efiling software

$0.00

Perkins License Agreement 1085 Wilkes-Barre Township Bl

$0.00

Perkins License Agreement 1130 Ravine St. Contract/Agreement Landscaping/snowplow Contract/Agreement HDQ internet/data connection/telephone lines

$0.00

$1,050.00

$0.00

Page 63 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty TJ Food Service, LLC Mark Cory 3590 Hoffman Road E. Vadnais Heights, MN 55110 TJ Food Service, LLC Mark Cory 3590 Hoffman Road E. Vadnais Heights, MN 55110 Topeka Hospitality LC / Topeka, KS 1208 Oak Tree Drive Lawrence, KS 66049 Torgerson Properties Ltd Part. Thomas Torgerson 103 15th Avenue N.W. #200 Willmar, MN 56201 Torgerson Properties Ltd Part. Thomas Torgerson 103 15th Avenue N.W. #200 Willmar, MN 56201 Torgerson Properties Ltd Part. Thomas Torgerson 103 15th Avenue N.W. #200 Willmar, MN 56201 Total Control Pest Control 5535 Riggs Street Mission, Kansas 66202 Tri Venture 4043 Windsor Park Jacksonville, FL 32224 Trident 5303 Shilshoe Ave. NW Seattle, WA 98107 Tri-Me Associates 1554 56th St. Brooklyn, NY 11219 TrinTech Inc. P.O. Box 120544 Dallas, TX 75312 Triple Angel Enterprises LTD Chris Evangelos 558 4th Street NE Medicine Hat ALB 61A 7L4 Troutman Sanders, LLP Attn: Mitchel H. Perkiel, Esq. The Chrysler Building 405 Lexington Avenue New York, NY 10174

Perkins License Agreement 1040 Pearson Drive

$0.00

Perkins License Agreement 1720 North Broadway

$0.00

Contract/Agreement Accounting Service Agreement

$0.00

Perkins License Agreement 701 17th Ave

$0.00

Perkins License Agreement 812 Withers Harbor Dr

$0.00

Perkins License Agreement I-90 & Hwy 15 Contract/Agreement pest prevention Contract/Agreement Broker Agreement for sale of Products

$0.00

$0.00

$0.00

Contract/Agreement Seafood Contract/Agreement Broker Agreement for sale of Products Contract/Agreement ReconNET UAR software support

$0.00

$0.00

$0.00

Perkins License Agreement 2301 Trans Canada Way S.E.

$0.00

Engagement Letter dated February 1, 2011

$0.00

Page 64 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Trungale, Joseph F. 6075 Poplar Ave, Suite 800 Memphis, TN 38119 TWC Services 150 Maritime Drive Sanford, FL 32771 Twedt, Lorine P.O. Box 1244 Great Falls, MT 59401 Twin City Brokerage 119 E 19th Street N. Little Rock, AR 72114 Twin Falls Restaurant, Inc 316 W Boone Ave Suite 575 Spokane, WA 99201 Twin Falls Restaurant, Inc. Nancy McDaniel 316 W. Boone Avenue Suite 575 Spokane, WA 99201 Twins Ballpark LLC Target Field 1 Twins Way Minneapolis, MN 55403 U. S. Bozeman, LLC Raymond Ueland 8 West Park Butte, MT 59701 U.S. Foodservice, Inc. 9399 West Higgins Road Suite 500 Rosemont, IL 60018 U.S. Hamilton, LLC Raymond Ueland 8 West Park Suite 203 Butte, MT 59701 U.S. Hamilton, LLC Raymond Ueland 8 West Park Suite 203 Butte, MT 59701 Uchizono, Stan 9171 Santiago Dr. Huntington Beach, CA 92646 Unipro Foodservice Lock Box 405762 Atlanta, GA 30384

Employment Contract Contract/Agreement HVAC / P.M.Contract Perkins License Agreement 526 2nd Ave N Contract/Agreement Broker Agreement for sale of Products

$0.00

$28,094.39

$0.00

$378.63

Contract/Agreement Graduated Royalty Agreement

$0.00

Perkins License Agreement 1564 Blue Lake Blvd N Target Field Sponsorship Agreement 2011 Twins MLB Regular Season

$0.00

$0.00

Perkins License Agreement 2505 W Main St Contract/Agreement Distribution of Stock and Product Produced by below vendors

$0.00

$0.00

Contract/Agreement Royalty Modification

$0.00

Perkins License Agreement 1285 N. 1st Street

$0.00

Partnership Agreement Contract/Agreement Buying House Agreement for sale of Products

$0.00

$4,086.13

Page 65 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205

Perkins License Agreement 1601 Prospect Road

$0.00

Perkins License Agreement 2945 East State Street

$0.00

Perkins License Agreement 115 Ludlow Street

$0.00

Perkins License Agreement 804 Boardman-Poland Road

$0.00

Perkins License Agreement 219 E. Central Avenue

$0.00

Perkins License Agreement 2714 West Lake Road

$0.00

Perkins License Agreement 4896 Everhard Road

$0.00

Perkins License Agreement 5550 Interstate Blvd Rt 46

$0.00

Perkins License Agreement 587 E. Main Street

$0.00

Perkins License Agreement 207 Plum Street

$0.00

Perkins License Agreement 2728 West State Street

$0.00

Perkins License Agreement 4334 Buffalo Road

$0.00

Page 66 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205

Perkins License Agreement 4403 Peach Street

$0.00

Perkins License Agreement 658 US Route 250 E

$0.00

Perkins License Agreement 915 W. Main Street

$0.00

Perkins License Agreement 1953 Niles-Cortland Road

$0.00

Perkins License Agreement 3334 Wilmington Road

$0.00

Perkins License Agreement 348 W Main Rd-Conneaut Plaza

$0.00

Perkins License Agreement 3870 Elm Road NE

$0.00

Perkins License Agreement 5180 Tiedeman Road

$0.00

Perkins License Agreement 310 West Columbus Avenue

$0.00

Perkins License Agreement 78 Perkins Road

$0.00

Perkins License Agreement 1871 Oakland Avenue

$0.00

Perkins License Agreement 20013 Rt 19

$0.00

Page 67 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 Unique Ventures Group LLC Marc Teaberry 663 Woodcrest Drive Pittsburgh, PA 15205 United Foodservice 517 Deering Street Birmingham, AL 35210 United Healthcare Insurance Company 10 Cadillac Drive Suite 200 Brentwood, TN 37027 Universal Atlantic Systems 9100 West Chester Pike Upper Darby, PA 19082 US Bank National Association Corporate Payment Systems Mail Code EP-MN-L28C 200 South 6th Street Minneapolis, MN 55402 US Foodservice 6133 N. River Road Suite 800 Rosemont, IL 60018 US Missoula, LLC Raymond Ueland 8 West Park Butte, MT 59701 Utah Logos, Inc. 5278 S. Pinemont Drive #A150 Murray, UT 84123 Valassis Direct Mail, Inc. 19975 Victor Parkway Livonia, MI 48152

Perkins License Agreement 3135 Bolivar Drive

$0.00

Perkins License Agreement 7175 Engle Road

$0.00

Perkins License Agreement 18276 Conneaut Lake Road

$0.00

Perkins License Agreement Rt. 358 Hadley Road Contract/Agreement Broker Agreement for sale of Products

$0.00

$643.99

Contract/Agreement ASO, health & welfare plans Contract/Agreement Security -Monitoring and Maintenance for Perimeter Security, Fire Protection and DVR Service

$0.00

$5,366.08

Contract/Agreement Travel Credit Cards for employees

$0.00

Contract/Agreement Supplier Agreement for sale of Products

$0.00

Perkins License Agreement 2275 N Reserve Street Contract/Agreement Freeway Logo Sign Contract/Agreement Direct Mail Program - Media Placement

$0.00

$0.00

$214,519.87

Page 68 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Valley Mental Health Ms. Judy Fullmer 5965 South 900 East, Suite 320 Salt Lake City, UT 84121 Valley River Investments c/o William P. Edwards Florida Real Property Management, Inc. 547 First Street South Suite 301 St Petersburg, FL 33701 Valley Services 3685 Bennion Boulevard Kearns, Utah 84118 Valpak of Idaho 335 Cheney St. Reno, NV 89502 Vargas, Terry 17620 Montero Rd. San Diego, CA 92128 Ventura 40 Pointe Drive Brea, CA 92821 Ventura 40 Pointe Drive Brea, CA 92821 Venture Foods, Inc 700 Mentor Ave. Painesville, OH 44077 Venture Foods, Inc. Bill Jamison 700 Mentor Avenue Painesville, OH 44077 Verizon Wireless One Verizon Way Basking Ridge, NJ 07920 Vince Walsh Outdoor 9583 E. Cavalry Drive Scottsdale, AZ 85262 VITAL Records Control P.O. Box 181091 Memphis, TN 38118 Vivian Brooks PR 34 McGregory Road Sturbridge, MA 01566 Von Holten, Robert 290 Osborne Street Noblesville, IN 46060

Property Lease 1109 E 3900 South

$2,169.60

Property Lease 1300 Valley River Drive Contract/Agreement Landscaping

$0.00

$0.00

Contract/Agreement Direct Mail

$550.00

Partnership Agreement Contract/Agreement Cottonseed Oil, Fry Oil Contract/Agreement Pie Shortening Contract/Agreement Royalty Modification

$0.00

$0.00

$0.00

$0.00

Perkins License Agreement 130 W. Streetsboro, Unit 1 Contract/Agreement Blackberry and cell phone services Contract/Agreement Outdoor/Highway signage location identification/contract negotiation Contract/Agreement Shredding service Contract/Agreement Public Relations (emphasis on Investor Relations and Crisis Management) Perkins License Agreement 5320 E 82nd Street

$0.00

$14,770.01

$2,992.74

$471.06

$1,772.96

$0.00

Page 69 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Contract/Agreement Broker Agreement for sale of Products Proposed Cure Amount

Contract Counterparty W.E. Sales Inc. 11025 Matthews Dr. Tustin, CA 92782 Wahrenbrock Restaurants, Inc. David Wahrenbrock 1109 N Main Street River Falls, WI 54022 Waiters on Wheels 5425 Mission Street San Francisco, CA 94112 Wandering WiFi LLC 931 Monroe Drive Suite 102-303 Atlanta, GA 30308 Watertown Family Pancakes, Inc Danny J. Green P.O. Box 878 Spearfish, SD 57783 Watkins, John 615 Avenita Acapulco San Clemente, CA 92672 Watt Commercial Company 2716 Ocean Park Boulevard Suite 3040 Santa Monica, CA 90405-5218 Wawona 100 West Alluvial Clovia, CA 93612 Wells Fargo Bank, N.A., as Trustee of the Earl A. Johnson Residuary Trust c/o Wells Fargo Bank, N.A. David R. Camrud Vice President Wells Fargo Trust 730 Center Ave Moorhead, MN 56560 West Penn Stores Inc. Doug Klingerman 1388 State Route 487 Bloomsburg, PA 17815 WestLaw Rueters/CLEAR Background Services 610 Opperman Drive Eagan, MN 55123 William L. Wieczorek, James J. Carroll, Wilson-McShane, a Partnership and Winona Warehouse Corporation 1619 Valley View Drive Winona, MN 55987

$151.98

Perkins License Agreement 1109 N Main Street Contract/Agreement Agreement for Delivery of Food Contract/Agreement Wireless Internet for Restaurant and customers

$0.00

$0.00

$319.22

Perkins License Agreement 600 9th Ave SE

$0.00

Partnership Agreement

$0.00

Property Lease 5711 E. La Palma Avenue

$1,642.05

Contract/Agreement Peaches

$0.00

Property Lease 623 Frontier Drive

$1,600.00

Perkins License Agreement 505 Galleria Drive Contract/Agreement WestLaw Rueters/CLEAR - Background Services

$0.00

$0.00

Property Lease 1411 Rose Street

$0.00

Page 70 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Williamsport Restaurant Co Inc Doug Klingerman 1388 State Route 487 Bloomsburg, PA 17815 Wingate Rentals Kenneth Wingate 110 Mericam Court Winter Garden, Florida 34787 Winona Warehouse Corporation c/o William Wieczorek 1619 Valley View Dr. Winona, MN 55987 Winona Warehouse Corporation c/o William Wieczorek 1619 Valley View Dr. Winona, MN 55987 WNRJ, Inc. / Gainesville, FL 6825 NW 8th Ave Gainesville, FL 32605

Perkins License Agreement 160 Via Bella St.

$0.00

Property Lease 1286 Saxon Blvd.

$1,828.96

Property Lease 1200 N. Central Ave

$0.00

Property Lease 508 Grand Ave Contract/Agreement Accounting Service Agreement Rental and maintenance on Restaurant Development Fax. 12 month agreement starting on 12/1/10

$0.00

$0.00

Xerox Corp P.O. Box 299075 Lewisville TX, 75029

$0.00

Yami, Inc. Jay Patel 810 England St. Ashland, VA 23005 Yellowstone Cakes, Inc. Tim Brandt 1305 S. Columbia Rd. Grand Forks, ND 58201 Yoder Investments, a California Partnership Joseph E. Yoder, Trustee P.O. Box 396 Sun City, CA 92381 g g y y LLP Attn: Robert S. Brady The Brandywine Building 1000 West Street, 17th Floor Wilmington, DE 19801

Perkins License Agreement 810 England Street

$0.00

Perkins License Agreement 765 South 20th St West

$0.00

Property Lease , 3505 Merrill Street

$3,651.08

Engagement Letter

$0.00

Page 71 of 72

EXHIBIT D.1 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty YYZ Hospitality Management LTD Barry Sheen 5090 Explorer Drive, 7th Floor Mississauga, ONT L4W 4T9 ZAEIRR Riverside, LLC c/o Rey Anderson 12609 Lakewood Court Ft. Myers, FL 33908 Zoom & Broom 5390 Estate Office Drive Suite 1B Memphis TN 38119

Perkins License Agreement 600 Dixon Road

$0.00

Property Lease 901 27th Ave. S

$2,672.05

Contract/Agreement Cleaning Service

$590.00

Page 72 of 72

EXHIBIT D.2 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Blaine Perkins, LLC c/o Mark Norman Mid-America Real Estate- MN, LLC 5353 Wayzata Boulevard Suite 650 Minneapolis, MN 55416 Cal First Enterprises Joe Wong 930 Executive Way Suite 200 Redding, CA 96002-0635 Claisun Corp. 147 Tapestry Irvine, CA 92603 Claisun Corp. David Sun 147 Tapestry Irvine, CA 92603 Claisun Corp. David Sun 147 Tapestry Irvine, CA 92603 Compania Restaurantea Marie Ca Fernando Casas Azcarraga Montes Urales No. 635 Piso 3 Mexico City DF 11000 Cox/Kalmbach Enterprises, Inc. Gerald Tanaka 39 Poppy Hills Rd. Laguna Niguel, CA 92677 Cox/Kalmbach Enterprises, Inc. Gerald Tanaka 39 Poppy Hills Rd. Laguna Niguel, CA 92677 Cox/Kalmbach Enterprises, Inc. Gerald Tanaka 39 Poppy Hills Rd. Laguna Niguel, CA 92677 Cox/Kalmbach Enterprises, Inc. 39 Poppy Hills Rd. Laguna Niguel, CA 92677

Property Lease 12545 Ulysses Street NE

$0.00

MC Franchise Agreement 1910 E. 20th St. Voluntary Marketing Contribution Agreement

$0.00

$0.00

MC Franchise Agreement 1821 N. Grand Avenue

$0.00

MC Franchise Agreement 574 Tustin Ave.

$0.00

MC Franchise Agreement Insurgentes Sur #1168

$0.00

MC Franchise Agreement 11324 National Blvd.

$0.00

MC Franchise Agreement 12402 E. Washington Blvd.

$0.00

MC Franchise Agreement 340 E. Whittier Blvd. Voluntary Marketing Contribution Agreement MC Franchise Agreement 3081 N. Rainbow Blvd., and that certain Amendment to Franchise Agreement dated April 20, 2000, as may be amended, modified or restated

$0.00

$0.00

Dee-Lee, Inc. Jeff & Bridgett Williams 600 E. Sahara Ave. Las Vegas NV 89104

$0.00

Page 1 of 6

EXHIBIT D.2 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease MC Franchise Agreement 600 E. Sahara Ave., and that certain Amendment to Franchise Agreement dated April 20, 2000, as may be amended, modified or restated Proposed Cure Amount

Contract Counterparty

Dee-Lee, Inc. Jeff & Bridgett Williams 600 E. Sahara Ave. Las Vegas NV 89104 DMD Enterprises Kenny Miskam 43720 Tenaja Rd. Murrieta, CA 92562-7394 DMD Enterprises P.O. Box 1077 Murrieta, CA 92362 FTZ Corporation Abe Kahn 5622 Freeport Blvd. Sacramento CA 95822-2513 GSMC, Inc. 185 E. Daily Dr. Camarillo, CA 93010 GSMC, Inc. Gary Cushing 185 E. Daily Dr. Camarillo CA 93010 K & E Enterprises Kenny Miskam 43720 TENAJA RD MURRIETA, CA 92562-7394 K & E Enterprises Kenny Miskam 43720 TENAJA RD MURRIETA, CA 92562-7394

$0.00

MC Franchise Agreement 3969 W. Florida Voluntary Marketing Contribution Agreement

$0.00

$0.00

MC Franchise Agreement 5622 Freeport Blvd. Voluntary Marketing Contribution Agreement

$0.00

$0.00

MC Franchise Agreement 185 E. Daily Drive

$0.00

MC Franchise Agreement 29363 Rancho California Rd.

$0.00

Littleton Restaurant Group, LLC Rob Grisham 51 West Dry Creek Court Littleton, CO 80120 Marie Callendar's #47 18889 Brookhurst St. Fountain Valley, CA 92708 Marie Callendar's #47 Tony & Teunis Deering 18889 Brookhurst St. Fountain Valley, CA 92708 Marie Callendar's #71 1625 Industrial Park Ave. Redlands, CA 92374

Voluntary Marketing Contribution Agreement MC Franchise Agreement 51 West Dry Creek Court, and that certain Amendment to Franchise Agreement dated April 20, 2000, as may be amended, modified or restated Voluntary Marketing Contribution Agreement

$0.00

$0.00

$0.00

MC Franchise Agreement 18889 Brookhurst St. Voluntary Marketing Contribution Agreement

$0.00

$0.00

Page 2 of 6

EXHIBIT D.2 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Marie Callendar's #71 Randy Johnson 1625 Industrial Park Ave. Redlands, CA 92374 Marie Callender's #47 18889 Brookhurst Fountain Valley, CA 92708 Marystown, LLC Dan Johnson Chief Manager 705 Valley Way Hopkins, MN 55305 MC Garden Grove Mark Virgil 13102 Marshall Lane Tustin, CA 92780 MC Garden Grove 13102 Marshall Lane Tustin, CA 92780 MC La Mesa, Inc. Joseph Flaherty 6950 Alvarado Rd. San Diego, CA 92120 MC Lancaster, Inc. 1649 West Avenue K Lancaster, CA 93534 MC Lancaster, Inc. Michael Brannon 1649 West Avenue K Lancaster, CA 93534 MC, Inc. Sauli Danpour 1281 Westwood Blvd. #210 Los Angeles, CA 90024 MC, Inc. Sauli Danpour 1281 Westwood Blvd. #210 Los Angeles, CA 90024 MC, Inc. 1281 Westwood Blvd. #210 Los Angeles, CA 90024 Mohammed, Bonnie 3599 Lake Tahoe Blvd. South Lake Tahoe, CA 96150 Monterey Park Pies, Inc. Robert Fischer 220 S. Atlantic Blvd. Monterey Park, CA 91754 Monterey Park Pies, Inc. 220 S. Atlantic Blvd. Monterey Park, CA 91754

MC Franchise Agreement 1625 Industrial Park Ave. Contract/Agreement MC Franchise Remodel Agreement

$0.00

$0.00

Property Lease 1345 Towne Centre Drive

$0.00

MC Franchise Agreement 13252 Brookhurst St. Voluntary Marketing Contribution Agreement

$0.00

$0.00

MC Franchise Agreement 6950 Alvarado Rd. Voluntary Marketing Contribution Agreement

$0.00

$0.00

MC Franchise Agreement 1649 W. Avenue K

$0.00

MC Franchise Agreement 10050 Riverside Drive

$0.00

MC Franchise Agreement 707 N. Pacific Avenue Voluntary Marketing Contribution Agreement MC Franchise Agreement 3129 Arden Way

$0.00

$0.00

$0.00

MC Franchise Agreement 220 S. Atlantic Blvd. Voluntary Marketing Contribution Agreement

$0.00

$0.00

Page 3 of 6

EXHIBIT D.2 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty National Retail Properties, L.P. Attn: Kristin Furniss, VP Asset Management 450 S. Orange Ave. Suite 900 Orlando, FL 32803 National Retail Properties, L.P. Attn: Kristin Furniss, VP Asset Management 450 S. Orange Ave. Suite 900 Orlando, FL 32803 National Retail Properties, L.P. Attn: Kristin Furniss, VP Asset Management 450 S. Orange Ave. Suite 900 Orlando, FL 32803 National Retail Properties, L.P. Attn: Kristin Furniss, VP Asset Management 450 S. Orange Ave. Suite 900 Orlando, FL 32803 National Retail Properties, L.P. Attn: Kristin Furniss, VP Asset Management 450 S. Orange Ave. Suite 900 Orlando, FL 32803 Pie Perfection, LLC Gerald Tanaka 39 Poppy Hills Rd. Laguna Niguel, CA 92677-1010 Pie Perfection, LLC Gerald Tanaka 39 Poppy Hills Rd. Laguna Niguel, CA 92677-1010 Pie Place Robert Hall 1175 E. Alosta Avenue Azusa, CA 91702 Pie Rise, Ltd. 3 Williamsburg Lane Rolling Hills, CA 90274 Pie Rise, Ltd. Jim Louder 3 Williamsburg Lane Rolling Hills, CA 90274

Property Lease 2000 SW McKinley Ave.

$3,333.33

Property Lease 4601 Merle Hay Road

$3,766.67

Property Lease 8601 Hickman Road

$4,216.67

Property Lease 1505 W. 19th St. S.

$2,400.00

Property Lease 2425 E. Euclid Ave.

$3,333.33

Voluntary Marketing Contribution Agreement

$0.00

MC Franchise Agreement 1560 Albatross Rd.

$0.00

MC Franchise Agreement 1175 E. Alosta Ave. Contract/Agreement MC Franchise Remodel Agreement

$0.00

$0.00

Voluntary Marketing Contribution Agreement

$0.00

Page 4 of 6

EXHIBIT D.2 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Pie Rise, Ltd. Jim Louder 3 Williamsburg Lane Rolling Hills, CA 90274 Pie Shop No 38 12489 Seal Beach Seal Beach, CA 90740 Pie Shop No 45 18889 Brookhurst Fountain Valley, CA 92708 Pie Shop No. 38 Bob Barger 12489 Seal Beach Blvd. Seal Beach, CA 90740 Pie Shop No. 38 Bob Barger 12489 Seal Beach Blvd. Seal Beach, CA 90740 Pie Shop No. 45 Tony & Teunis Deering 18889 Brookhurst St. Fountain Valley, CA 92708 Pie Shop No. 45 Tony & Teunis Deering 18889 Brookhurst St. Fountain Valley, CA 92708 Pomeroy Investments, Inc. 23679 Calabasas Rd #1036 Calabasas, CA 91302-1502 Pomeroy Investments, Inc. Clark Pomeroy 23679 Calabasas Rd #1036 Calabasas, CA 91302-1502 Pomeroy Investments, Inc. Clark Pomeroy 23679 Calabasas Rd #1036 Calabasas, CA 91302-1502 RNR, L.P. Ronald Garald 4957 Palamino Dunes Ct. San Jose, CA 95138 Santiago Mujo & Lorena Salazar 1223 Pacific Coast Highway Redondo Beach CA 90277 Strawberry Park, Ltd. Jim Louder 3 Williamsburg Lane Rolling Hills, CA 90274

MC Franchise Agreement 29051 S. Western Ave. Contract/Agreement MC Franchise Remodel Agreement Contract/Agreement MC Franchise Remodel Agreement

$0.00

$0.00

$0.00

MC Franchise Agreement 12489 Seal Beach Blvd.

$0.00

Voluntary Marketing Contribution Agreement

$0.00

Voluntary Marketing Contribution Agreement

$0.00

MC Franchise Agreement 1030 W. Foothill Blvd. Voluntary Marketing Contribution Agreement

$0.00

$0.00

MC Franchise Agreement 12180 Mariposa Road

$0.00

MC Franchise Agreement 14743 Ventura Blvd.

$0.00

MC Franchise Agreement 4710 Camino Real MC Franchise Agreement 1223 Pacific Coast Highway

$0.00

$0.00

Voluntary Marketing Contribution Agreement

$0.00

Page 5 of 6

EXHIBIT D.2 CURE PAYMENT SCHEDULE
Executory Contract or Unexpired Lease Proposed Cure Amount

Contract Counterparty Strawberry Park, Ltd. Jim Louder 3 Williamsburg Lane Rolling Hills, CA 90274

West Sahara, LLC Jeff & Bridgett Williams 600 E. Sahara Ave. Las Vegas, NV 89104 Wong, Joseph 804 E. Cypress Ave. #B Redding, CA 96002 Wong, Joseph 804 E. Cypress Ave. #B Redding, CA 96002 Wong, Joseph 804 E. Cypress Ave. #B Redding, CA 96002

MC Franchise Agreement 15466 S. Western MC Franchise Agreement 8175 W. Sahara, and that certain Amendment to Franchise Agreement dated April 20, 2000, as may be amended, modified or restated MC Franchise Agreement 1987 Hilltop Dr. MC Franchise Agreement 3502 Broadway Road MC Franchise Agreement 1528 Biddle Rd.

$0.00

$0.00

$0.00

$0.00

$0.00

Page 6 of 6

EXHIBIT D.3 CURE PAYMENT SCHEDULE

Contract Counterparty Normandale Village Shopping Center Lease dated September 27, 2006 and First and Second Amendments thereto dated January 15, 2007 and July 12, 2007, respectively. Third Amendment to Lease executed October 19, 2011, effective September 1, 2011.

Executory Contract or Unexpired Lease

Amendment to Executory Contract or Unexpired Lease

Cure Amount $0.00

Landlord: MLG Capital / Normandale LLC c/o Andy E. Bruce, Executive VP 13400 Bishop’s Lane, Suite 100 Brookfield, WI 53005

Landlord’s Counsel: Paul J. Hinkfuss Assistant General Counsel MLG Development 13400 Bishop’s Lane, Suite 100 Brookfield, WI 53005

Property located at: Normandale Village Shopping Center 9805 Normandale Boulevard Bloomington, MN

Contract Counterparty Lease Agreement dated December 8, Third Amendment to Lease executed 2006 and First and Second October 19, 2011 effective September 1, Amendment thereto dated June 13, 2011. 2007 and January 24, 2008, respectively

Executory Contract or Unexpired Lease

Amendment to Executory Contract or Unexpired Lease

Cure Amount $0.00

Landlord: Villages/Acorn Investments, Ltd. William Kearns, Co-Manager 1020 Lake Sumter Landing The Villages, Florida 32162

Landlord’s Counsel: Erick Langenbrunner, Esq. Mclin Burnsed 1028 Lake Sumter Landing The Villages, FL 32162

Property located at: Buffalo Ridge Shopping Center 4110 Wedgewood Lane The Villages, Florida 32162 Lease Agreement and Rent Addendum thereto, both dated June 29, 2005 First Amendment to Lease executed October 20, 2011, effective November 1, 2011 $0.00

Landlord: 11801 73rd Avenue N., LLC Delbert Johnson, Chief Manager 3926 Foxglove Avenue North Brooklyn Park, MN 55443

Property located at: 11801 73rd Avenue North Maple Grove, MN

2

Contract Counterparty Lease Agreement and Rent Addendum thereto, both dated June 29, 2005 and First Amendment thereto dated July 1, 2009 Second Amendment to Lease executed October 18, 2011, effective November 1, 2011

Executory Contract or Unexpired Lease

Amendment to Executory Contract or Unexpired Lease

Cure Amount $0.00

Landlord: University Park Development, LLC Kenneth A. Chymiak, Managing Member 7932 S. 90th East Avenue Tulsa, Oklahoma 74133

Property located at: 1100 S. Limit Avenue Sedalia, Missouri Lease Agreement dated July 31, 1997 Assignment and Assumption of Master Lease executed October 19, 2011, effective October 31, 2011 $0.00

Landlord: Ruth J. Burger c/o Steve A. Burger 19 Mitchell Drive Faribault, MN 55021 Licensed Restaurant Sublease dated November 10, 1997

Sublessee: QFS of Minnesota, Inc. Steve Ikeda, President 890 Bluebill Bay Road Burnsville, MN 55360-5146

$0.00

Property located at: MN Hwy. 60 Frontage Road Faribault, Minnesota

3

Contract Counterparty Lease Agreement dated October 11, 2001 Assignment and Assumption of Master Lease executed October 19, 2011, effective October 31, 2011

Executory Contract or Unexpired Lease

Amendment to Executory Contract or Unexpired Lease

Cure Amount $2,016.67

Landlord: Bruce H. Seabright, II 70539 Shermont Road Bridgeport, OH 43912

Landlord’s Counsel: Edward G. Sustersic, Esq. 894 National Road Brookside Bridgeport, Ohio 43912

Sublessee: Carolla Ventures, Inc. and Frank A. Carolla 680 National Road Wheeling, WV 26003 Licensed Restaurant Sublease dated April 10, 2002

$0.00

Property located at: 680 National Road Wheeling, West Virginia

4

Contract Counterparty

Executory Contract or Unexpired Lease

Amendment to Executory Contract or Unexpired Lease

Cure Amount $2,510.40

Landlord: MC Baldwin Properties, LLC c/o Peter Osburn, Manager/Member 10889 Deliban Street Tujunga, CA 91042

Property located at: 820 S. Baldwin Avenue Arcadia, CA

Lease dated April 6, 1967, and Seventh Amendment to Lease executed Addendums thereto dated February October 21, 2011, effective November 1, 1968, April 24, 1971 and October 2011 19, 1972, Third Addendum to Lease dated January 31, 1988, Fourth Addendum to Lease dated March 14, 1988 and Fifth and Sixth Amendments to Lease dated August 1, 1993 and April 30, 2002, respectively.

Landlord: Tom Crosby Coldwell Banker George Realty 1611 S Garfield Avenue Alhambra, CA 91801

Commercial Lease Agreement dated April 1, 2006 and First and Second Amendments to Commercial Lease Agreement dated March 31, 2008 and April 7, 2010, respectively.

Third Amendment to Commercial Lease Agreement executed October 27, 2011, effective October 1, 2011.

$2,100.00

Parking lot located at: 660 Huntington Drive Arcadia, CA

5

Contract Counterparty Lease Agreement executed June 16, 1999, effective June 9, 1999 and First and Second Amendments thereto dated September 15, 2000 and April 23, 2009, respectively Amendment Number Three to Lease executed October 25, 2011, effective November 1, 2011.

Executory Contract or Unexpired Lease

Amendment to Executory Contract or Unexpired Lease

Cure Amount $6,957.52

Landlord: DeWayne Zinkin d/b/a Universal Park c/o Zinkin Offices 5 River Park Place West, Suite 203 Fresno, CA 93720

Landlord’s Counsel: Richard L. Fairbank, Esq. Zinkin Offices 5 River Park Place West, Suite 203 Fresno, CA 93720

Property located at: Universal Park Shopping Center 7825 N Blackstone Avenue Fresno, CA Business Facilities Lease dated December 3, 2007. First Amendment to Business Facilities Lease executed October 27, 2011, effective November 1, 2011 $0.00

Landlord: BW Properties, LLC Stanley H. Volp 693 Kawishiwi Trail Ely, MN 55731

Property located at: 2410 Highway 281 S Jamestown, North Dakota

6

Contract Counterparty Shopping Center Lease dated January 4, 2008 First Amendment to Shopping Center Lease executed October 21, 2011 effective January 1, 2012.

Executory Contract or Unexpired Lease

Amendment to Executory Contract or Unexpired Lease

Cure Amount $0.00

Landlord: Curlew Crossing S.C., LLC c/o Vicki Anthony Kimco Realty Corporation 2480 East Bay Drive, Suite 8 Largo, Florida 33771

-and-

Kimco Realty Corporation 3333 New Hyde Park Road, Suite 100 New Hyde Park, NY 11042-0020

Property located at: Curlew Crossing Shopping Center 2375 Curlew Road Dunedin, Florida Ecolab Inc. Ecolab Center 370 North Wabasha St. Paul, MN 55102 Product and Services Supply Agreement dated January 1, 2011, as amended by that certain First Amendment dated October 1, 2011 Pest Elimination Services Agreement

Second Amendment to Product and Services Supply Agreement and Services Agreement Between Ecolab Inc. and Perkins & Marie Callender’s Inc. dated October 13, 2011 Second Amendment to Product and Services Supply Agreement and Services Agreement Between Ecolab Inc. and Perkins & Marie Callender’s Inc. dated October 13, 2011

$67,448.15

Ecolab Inc. Ecolab Center 370 North Wabasha St. Paul, MN 55102

$20,000.00

7

Contract Counterparty Employment Agreement, dated March 17, 2008 August 15, 2011 letter agreement between Perkins & Marie Callender’s Inc. and Fred Grant, Jr.

Executory Contract or Unexpired Lease

Amendment to Executory Contract or Unexpired Lease

Cure Amount $0.00

Grant, Jr., Fred 6075 Poplar Ave, Suite 800 Memphis, TN 38119

8

EXHIBIT E Notice of Confirmation and Effective Date

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 _____

NOTICE OF CONFIRMATION AND EFFECTIVE DATE OF DEBTORS’ SECOND AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE PLEASE TAKE NOTICE that (i) as of the date hereof, all conditions precedent to the occurrence of the Effective Date2 of the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as may be amended, modified or supplemented from time to time, and as supplemented by the Plan Supplement, the “Plan,” a copy of which is attached as Exhibit A to the Confirmation Order), which was confirmed, pursuant to section 1129 of the Bankruptcy Code, by order of the Court entered on _____, 2011 [Docket No. ____] (the “Confirmation Order”), have been satisfied or waived in accordance with Article X.B. of the Plan, and (ii) the Effective Date has occurred and for all purposes in the Chapter 11 Cases shall be November __, 2011. PLEASE TAKE FURTHER NOTICE that unless a prior date has been established pursuant to the Bankruptcy Code or unless otherwise ordered by the 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 on (i) the Reorganized Debtors, Perkins & Marie Callender’s Inc., 6075 Poplar Avenue, Suite 800, Memphis, TN 38119 (Attn: Joseph F. Trungale); (ii) counsel to the Reorganized Debtors, Troutman Sanders LLP, The Chrysler Building, 405 Lexington Avenue, New York, NY 10174 (Attn: Mitchel H. Perkiel and Brett D. Goodman) and Young Conaway Stargatt & Taylor, LLP, The Brandywine Building, 1000 West Street, 17th Floor, Wilmington, DE 19801 (Attn: Robert F. Poppiti, Jr.); (iii) counsel to the Restructuring Support Parties, Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, NY 10036 (Attn: Ira Dizengoff) and 1333 New Hampshire Avenue, N.W., Washington, DC 20036 (Attn: Scott L. Alberino); (iv) counsel to the Committee, Ropes and Gray
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.
2 1

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.
070242.1001

01: 11554296.2

LLP, 1211 Avenue of the Americas, New York, NY 10036-8704 (Attn: Mark R. Somerstein); and (v) the Office of the United States Trustee for the District of Delaware, 844 North King Street, Room 2207, Wilmington, DE 19801 (Attn: Richard Schepacarter) (collectively, the “Notice Parties”), no later than the first (1st) Business Day that 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 Notice Parties 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. For the avoidance of doubt, the establishment of the Administrative Claim Bar Date in the Plan and the Confirmation Order is not intended to and shall not serve as an extension of the deadline established by this Court in that certain Order Pursuant to Sections 501 and 502(b)(9) of the Bankruptcy Code and Bankruptcy Rule 3003(c)(3) Establishing the Deadline for Filing Proofs of Claim and Approving the Form and Manner of Notice Thereof [Docket No. 174] (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. PLEASE TAKE FURTHER NOTICE that unless otherwise ordered by the 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 (i) the Notice Parties and (ii) such other entities who are designated by the Bankruptcy Rules, the Confirmation Order and any other order of the 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 be deemed discharged as of the Effective Date. PLEASE TAKE FURTHER NOTICE that except as otherwise provided in the 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, pursuant to the Plan and the Confirmation Order all executory contracts and unexpired leases governed by section 365 of the Bankruptcy Code to which any of the Debtors are parties are 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, 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.3
3

Pursuant to Article VIII.B. of the Plan and the Confirmation Order, 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 Article VIII of the Plan and the Confirmation Order shall not apply to any such executory contract or lease.

2
01: 11554296.2 070242.1001

PLEASE TAKE FURTHER NOTICE that 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, except for any such Claims on account of an executory contract or unexpired lease rejected pursuant to Article VIII.B. of the Plan. 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 contracts or unexpired leases shall be treated as General Unsecured Claims or Convenience Claims, as appropriate under the circumstances. PLEASE TAKE FURTHER NOTICE that copies of the Plan and the Confirmation Order may be viewed on the internet for a fee at the Court’s website (http://www.deb.uscourts.gov/) by following directions for accessing the Court’s electronic filing system on such website, or free of charge on the website of the Claims Agents for these Chapter 11 Cases (http://www.PRKMCRestructuring.com). Copies of such materials are also available for inspection during regular business hours at the office of the Clerk of the United States Bankruptcy Court for the District of Delaware, 3rd Floor, 824 N. Market Street, Wilmington, Delaware 19801. PLEASE TAKE FURTHER NOTICE THAT THE PLAN AND THE CONFIRMATION ORDER CONTAIN OTHER PROVISIONS THAT MAY AFFECT YOUR RIGHTS. YOU ARE THEREFORE ENCOURAGED TO REVIEW THE PLAN AND THE CONFIRMATION ORDER IN THEIR ENTIREY. Dated: November __, 2011 Wilmington, DE YOUNG CONAWAY STARGATT & TAYLOR, LLP By: _________________________ 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 THE DEBTORS

3
01: 11554296.2 070242.1001

EXHIBIT F Omega Settlement – Terms and Conditions

In re Perkins & Marie Callender’s Inc., et al. Settlement Term Sheet This settlement term sheet (the “Term Sheet”) summarizes the terms of the settlement (the “Settlement”) among the Debtors, the Restructuring Support Parties, the Creditors’ Committee and the Omega Trust (each, respectively, as defined below, and, collectively, the “Parties”). Parties: Perkins & Marie Callender’s Inc. (“PMCI”) and its affiliated debtors (together with PMCI, the “Debtors”). Wayzata Investment Partners LLC and certain funds and accounts managed thereby (collectively, the “Restructuring Support Parties”), in their capacity as parties to that certain Restructuring Support Agreement, dated as of June 6, 2011, as amended from time to time. The Official Committee of Unsecured Creditors of the Debtors (the “Creditors’ Committee”). Omega Trust #1, Omega Trust #2 and Omega Trust #3 on behalf of the applicable trusts, trustees and beneficiaries (collectively, the “Omega Trust”). Creditors’ Committee’s 3018 Motion: The Creditors’ Committee shall withdraw the Motion of the Official Committee of Unsecured Creditors to Disallow Certain Proofs of Claim Solely for Purposes of Voting on the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the “3018 Motion”) as it relates to any and all claims asserted by the Omega Trust in proof of claim number 1754 (the “Claim”).

Claim Allowance for In consideration for the withdrawal of the 3018 Motion as it relates to the Claim, the Omega Trust shall agree that the Claim shall be Voting Purposes: allowed in the amount of $1 solely for purposes of voting to accept or reject the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the “Plan”); provided, however, except as set forth below, this Settlement shall not limit, alter or modify the rights of the Omega Trust to prosecute and seek the allowance of the Claim in PMCI’s bankruptcy proceedings or affect any right or ability of the Debtors, the Creditors’ Committee, the reorganized Debtors or any other party in interest with authority to object to claims in PMCI’s chapter 11 cases to object to the amount of the Claim for any other purposes, including, without limitation, distributions under the Plan.

10/23/2011 SL1 1107153v2 106745.00001

Omega Trust Plan Confirmation Objection:

The Omega Trust shall withdraw its objection to confirmation of the Plan and all parties shall agree to a discovery standstill.

Avoidance Actions and Other Causes of Action:

On their respective behalf and also on behalf of the Reorganized Debtors, the Claims Administrator (as defined by the Plan), or any other person or entity that would be a successor to any of them in respect of any right to assert claims or causes of action in these bankruptcy proceedings, the Debtors, the Restructuring Support Parties, and the Creditors’ Committee, agree not to pursue any causes of action against the Omega Trust and its affiliates seeking (i) recharacterization of the Claim as equity interests in the Debtors, as alleged in the 3018 Motion or otherwise, and/or (ii) affirmative claims of the Debtors’ estates for monetary relief, including any causes of action arising under or relating to chapter 5 of the title 11 of the United States Code or any other causes of action. Notwithstanding any determination to the contrary by any court of competent jurisdiction, for purposes of allowance and distribution in connection with the pending bankruptcy case, the allowed amount of the Claim against the Debtors’ estates shall not exceed $26 million nor shall it be less than $12 million (the “Omega Claim”). The Omega Claim shall be classified as a Class 5 General Unsecured Claim1 and shall be satisfied solely in cash pursuant to the Plan distribution procedures, provided, however, that satisfaction of the Omega Claim shall not be subject to the cap of $5,000,000 for Class 5 Claimants to receive Cash on account of an Allowed Claim as set forth in the Plan; rather, the Omega Claim shall be treated as an Allowed General Unsecured Claim and shall receive a Cash distribution pursuant to the terms of the Plan for the full amount of the Omega Claim. The Omega Claim shall constitute an Allowed Specified General Unsecured Claim and the Cash Cap Amount shall be increased by 14% of the Allowed amount of the Omega Claim. The Parties acknowledge that any further settlement of the amount of the Claim may be subject to approval of the Bankruptcy Court and a court in South Dakota with jurisdiction over the Omega Trust. Under sections 105 and 1129 of the Bankruptcy Code, Federal Rule of Bankruptcy Procedure 9019, and any and all other applicable authority, the Debtors, the Restructuring Support Parties and the Creditors’ Committee shall propose and use their respective best efforts to seek approval of the Settlement, which terms shall be set out in the Plan confirmation order, which shall include (x) the claim and

Omega Trust Claim Amount:

Approval of Settlement and Plan Modifications:

1

Capitalized terms not defined herein have the meanings given to them in the Plan.

2
10/23/2011 SL1 1107153v2 106745.00001

cause of action waivers set forth herein, (y) the right of the Omega Trust to receive Cash on account of full amount of the Allowed amount of its Claim (which Claim, and distributions in connection therewith, subject to the terms of this Settlement, shall be treated as a Class 5 General Unsecured Claim) and (z) the waiver by the Omega Trust to make the Class 5 Equity Election. Claims and Causes of Action Relating to Territorial Exclusivity: Except as otherwise set forth herein, the Omega Trust shall not pursue any claims or causes of action, assert defenses, or seek or assert any other form of legal or equitable relief, against the Debtors, their estates or any franchisee relating to the ownership or franchising of any Perkins restaurants located in the states of Iowa and Wisconsin based on the Royalty Agreement (as defined in the Claim) or any other agreement on the basis of any purported territorial exclusivity granted to the Omega Trust. The Parties shall, at the hearing on the 3018 Motion, request that the Court schedule a hearing for a date on or prior to November 30, 2011, for the purposes of allowance of the Claim of Omega Trust in a specified amount. As soon as is reasonably practical after the Court has ruled on allowance of the Claim of Omega Trust, the Claim shall be paid in accordance with the terms of the Settlement. As of June 1, 2011, the royalty payment due for the Perkins restaurants in Iowa and Wisconsin that are owned and operated by affiliates of Omega Trust (the “Omega Related Franchises”) shall be reduced to 4%. Upon renewal of the Omega Related Franchises, the franchise royalty rate for the Omega Related Franchises shall be at 4%.

Timeline for Claim Litigation and Distribution:

Franchise Fees for Certain Iowa and Wisconsin Restaurants:

3
10/23/2011 SL1 1107153v2 106745.00001

EXHIBIT G Tri-State Settlement – Terms and Conditions

In re Perkins & Marie Callender’s Inc., et al. Settlement Term Sheet This settlement term sheet (the “Term Sheet”) summarizes the terms of the settlement (the “Settlement”) among the Debtors, the Restructuring Support Parties, the Creditors’ Committee and Tri-State (each, respectively, as defined below, and, collectively, the “Parties”). Parties: Perkins & Marie Callender’s Inc. (“PMCI”) and its affiliated debtors (together with PMCI, the “Debtors”). Wayzata Investment Partners LLC and certain funds and accounts managed thereby (collectively, the “Restructuring Support Parties”), in their capacity as parties to that certain Restructuring Support Agreement, dated as of June 6, 2011, as amended from time to time. The Official Committee of Unsecured Creditors of the Debtors (the “Creditors’ Committee”). Tri-State House of Pancakes, Inc. (“Tri-State”). Tri-State Objections, Motion for Stay Relief and Adversary Complaint: Tri-State shall withdraw its (i) objection to confirmation of the Plan, (ii) limited objection to the Debtors’ Notice of (I) Possible Assumption of Executory Contracts and Unexpired Leases, (II) Fixing of Cure Amounts in Connection Therewith, and (III) Deadline to Object Thereto, (iii) motion for relief from the automatic stay and (iv) adversary complaint for declaratory judgment filed in the Debtors’ chapter 11 cases. On their respective behalf and also on behalf of the Reorganized Debtors, the Claims Administrator (as defined by the Plan), or any other person or entity that would be a successor to any of them in respect of any right to assert claims or causes of action in these bankruptcy proceedings, the Debtors, the Restructuring Support Parties, and the Creditors’ Committee, agree not to pursue any causes of action against Tri-State and its affiliates seeking (i) recharacterization of the Claim as equity interests in the Debtors and/or (ii) affirmative claims of the Debtors’ estates for monetary relief, including any causes of action arising under or relating to chapter 5 of the title 11 of the United States Code or any other causes of action. Notwithstanding any determination to the contrary by any court of competent jurisdiction, for purposes of allowance and distribution in connection with the pending bankruptcy case, the allowed amount of the claims asserted by Tri-State in proofs of claim numbers 1259 and 2136 against the Debtors’ estates shall not exceed $6.5 million nor shall it be less than $4 million (the “Tri-State Claim”). Subject to the

Avoidance Actions and Other Causes of Action:

Tri-State Claim Amount:

foregoing limits on the maximum and minimum amount of the TriState Claim, this Settlement shall not limit, alter or modify the rights of Tri-State to prosecute and seek the allowance of the Tri-State Claim in PMCI’s bankruptcy proceedings or affect any right or ability of the Debtors, the Creditors’ Committee, the reorganized Debtors or any other party in interest with authority to object to claims in PMCI’s chapter 11 cases to object to the amount of the Tri-State Claim. The Tri-State Claim shall be classified as a Class 5 General Unsecured Claim1 and shall be satisfied solely in cash pursuant to the Plan distribution procedures, provided, however, that satisfaction of the Tri-State Claim shall not be subject to the cap of $5,000,000 for Class 5 Claimants to receive Cash on account of an Allowed Claim as set forth in the Plan; rather, the Tri-State Claim shall be treated as an Allowed General Unsecured Claim and shall receive a Cash distribution pursuant to the terms of the Plan for the full amount of the Tri-State Claim. The Tri-State Claim shall constitute an Allowed Specified General Unsecured Claim and the Cash Cap Amount shall be increased by 14% of the Allowed amount of the Tri-State Claim. Approval of Settlement and Plan Modifications: Under sections 105 and 1129 of the Bankruptcy Code, Federal Rule of Bankruptcy Procedure 9019, and any and all other applicable authority, the Debtors, the Restructuring Support Parties and the Creditors’ Committee shall propose and use their respective best efforts to seek approval of the Settlement, which terms shall be set out in the Plan confirmation order, which shall include (x) the claim and cause of action waivers set forth herein, (y) the right of Tri-State to receive Cash on account of full amount of the Allowed amount of its Claim (which Claim, and distributions in connection therewith, subject to the terms of this Settlement, shall be treated as a Class 5 General Unsecured Claim) and (z) the waiver by Tri-State to make the Class 5 Equity Election. Except as otherwise set forth herein, Tri-State shall not pursue any claims or causes of action, assert defenses, or seek or assert any other form of legal or equitable relief, against the Debtors, their estates or any franchisee relating to the ownership or franchising of any Perkins restaurants located in the states of North Dakota, South Dakota and Nebraska based on the Franchise Development Agreements2 or any other agreement on the basis of any purported territorial exclusivity

Claims and Causes of Action Relating to Territorial Exclusivity:

Capitalized terms not defined herein have the meanings given to them in the Plan. “Franchise Development Agreements” means the agreements that are attached to proofs of claim numbers 1259 and 2136 that were filed by Tri-State against the Debtors’ estates and any other agreements related thereto, including, without limitation: (i) the Agreement, dated as of May 4, 1976, by and between OCASH, Inc. and TriState, (ii) the Area Franchise Agreement, dated as of March 31, 1976, by and between OCASH, Inc., Alvin D. Kuper and Lavern C. Kuper and Tri-State; and (iii) the Agreement, dated as of December 20, 1973, by and between Alvin D. Kuper and Lavern C. Kuper and Original Cake & Steak House, Inc.
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granted to the Tri-State. Timeline for Claim Litigation and Distribution: The Parties shall request that the Court schedule a hearing for a date on or prior to December 31, 2011, for the purposes of allowance of the Claim of Tri-State in a specified amount. As soon as is reasonably practical after the Court has ruled on allowance of the Claim of TriState, the Claim shall be paid in accordance with the terms of the Settlement.

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EXHIBIT 2 Blackline

01: 11563642.1

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, and as supplemented by the Plan Supplement (as hereinafter defined), the “Plan”),2 and (ii) the “Second Amended Disclosure Statement for Debtors’ Second Amended Joint Plan of Reorganization
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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. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

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 belowin the Disclosure Statement Order),

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the Notice of Non-Voting Status (as defined in the Disclosure Statement Order), the Disclosure Statement, and the Plan; and 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) Tri-State House of Pancakes, Inc. [Docket No. 1221] (the “Tri-State Cure Objection”);, and 3

informal responses to the Cure Payment Schedule Notices 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 (collectively, the “Cure Objections/Responses”), within the time prescribed by the Disclosure Statement Order; [and each of which, with the exception of the Tri-State Cure Objection,the Cure Payment Objections/Responses 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 scheduleSchedule of Assigned Avoidance Actions; and (xi) the scheduleSchedule 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” [Docket No. 1240] (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” [Docket No. 1239] (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, 4

Inc., et al., Pursuant to Chapter 11 of the Bankruptcy Code” [Docket No. 1238] (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” [Docket No. 1245] (the “Joint 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” [Docket No. 1243] (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. 5

11401140, 10/14/11], and (ix) Local Texas Tax Authorities’ Objection to Confirmation of Debtors’ Second Amended Joint Plan of Reorganization [Docket No. 1141] (1141, 10/14/11] (collectively, 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. 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 before this Court 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, the 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 hereinin these Chapter 11 Cases; 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:

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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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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 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.

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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”), theThe Solicitation Packages (as defined in the Disclosure Statement Order) and the notices of non-voting statusNotices of Non-Voting Status (as defined in the Disclosure Statement Order) 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 non-voting statusNotices of Non-Voting Status was adequate and sufficient. Affidavits of Service evidencing such actual notice were filed with the Court on September 27, 2011 [Docket Nos. 10441043, 1044, 1045 and 1046] (the “Solicitation Package Affidavits of Service”). 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 (as defined in the Disclosure Statement Order), the Notice of Non-Voting Status (as defined in the Disclosure Statement Order), and the Cure NoticePayment Schedule Notices 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 8

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 of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (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 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 releasesrelease provisions provided for in Article IX of the Plan and in this 9

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 Holdersholders 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. 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.

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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 partyparties 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 Confirmationconfirmation of the Plan. The Debtors have provided due, adequate and sufficient notice of the proposed assumption and proposed cure amounts to applicable third parties and for procedures for objecting thereto and resolution of disputes by the Bankruptcy Court in compliance with Article VIII of the Plan and the Disclosure Statement Order. 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 1933,1933 (the “Securities Act”), 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 11

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 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 12

Subsidiary Debtors are not impairedImpaired in that the legal, equitable or contractual rights of such holders of Claims or Interests in these classesClasses 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 claimsClaims 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 impairedImpaired 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 impairedImpaired 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. 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.

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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 knowknown 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 (bii) 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. 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 14

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 and Master 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, 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 15

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

Sectionsection 1129(a)(3) of the Bankruptcy Code. Furthermore, the Plan is the product of extensive, arms’ -length negotiations among the Debtors, the Creditors’ Committee, the Restructuring Support Parties, the Pre-Petition 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’ estatesEstates. 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. 16

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 knowknown and determined, and will provide requisite disclosure regarding proposed managers and officerofficers 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 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 impairedImpaired 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 impairedImpaired 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 17

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 Class 9B Equity Interests in Other Subsidiary Debtors are unimpairedUnimpaired 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 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.

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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 VIIXII.A. 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.FE 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 19

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 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 20

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. 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. respects. IS HEREBY ORDERED, ADJUDGED,

Solicitation. The solicitation of the Plan is hereby approved in all

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.

21

2.

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 and the Cure Payment Schedule Notices, including without limitation, the Plan Objections and the Cure Objections/Responses, not heretofore withdrawn, waived or settled are overruled on the merits in their entirety with prejudice. 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 and the Master Ballots tendered to, or returned by, the holders of Claims entitled to vote 22

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 estatesEstates, 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 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 23

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 thisthat 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) and this Confirmation Order 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 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 24

established by this Court in the(in the order [Docket No. 174] (the “Bar Date Order”) establishing the deadline for filing Proofs of Claim and the form and manner thereof) 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 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. 25

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, the Debtors’ Counsel shall be authorized, as and to the extent authorized and requested by the Debtors and/or 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’ ProfessionalsCounsel their reasonable and documented fees and expenses incurred in connection with such services that are authorized and requested by the Debtors and/or 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’ estatesEstates 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, 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 26

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’ estatesEstates and holderholders 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, 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 27

Agent and the New Secured Term Loan LenderLenders 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. 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.

28

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 estatesEstates, 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 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.

29

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 isare 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 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. 30

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. 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. 31

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 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 32

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 pursuant to prior order(s) of this Court, (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 maysuch schedulemay 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 (as such schedule may be amended at any time on or prior to the Effective Date) 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). 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 33

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 NoticeNotices 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 NoticeNotices had five (5) Business Days from the service of the Cure Payment Schedule NoticeNotices 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 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 34

amounts (including amounts of compensation for actual pecuniary loss) (collectively, 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 estatesEstates 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. Amended. A. The assumption of any of the executory contracts and unexpired leases set Assumption of Certain Executory Contracts and Unexpired Leases As

forth on Exhibit D.2 attached hereto (collectively, the “Pending Contracts and Leases”) areis 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 attached hereto 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 the Debtors’ satisfaction of the Cure Amounts set forth 35

on Exhibit D.2 attached to this Confirmation Orderhereto. 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 attached 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 Orderattached hereto. C. Pursuant to section 363(b) of the Bankruptcy Code, the Debtors (i) are

authorized, in their discretion, 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 Orderattached hereto, 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, except for any such Claims on account of an executory contract or unexpired lease rejected pursuant to Article VIII.B of the Plan. 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 36

Debtors, their respective estates and the Reorganized Debtors. All Allowed Claims arising from the rejection of executory 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 all be deemed to be, and shall all 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, plans, policies and programs shall survive the Effective Date of the Plan,; provided, however, such agreements, plans, policies and programs, and any and all rights and entitlements thereunder, shall not be deemed adversely affected as a result of the commencement of the Debtors’ Chapter 11 Cases; further, provided, however, that the foregoing shall be without prejudice to the Reorganized Debtors’ rights under applicable nonbankruptcy law to modify, amend, or terminate the foregoing arrangements, on or after the Effective Date, in accordance and compliance 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 37

Confirmation Date, have or possess vested, existing or accrued rights, entitlements or benefits under such executory contracts or benefitsof all such agreements, plans, policies and programs. 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 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 38

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 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

39

claimant, a right that it does not have under applicable non-bankruptcy 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 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 40

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 appropriate and are in the best interest of the Debtors, their estatesEstates 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 EntityPerson 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 EntityPerson 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 subordinatedSubordinated Claim at any time shall be modified to reflect such subordination. No Distribution shall be made to the Holderholder of a subordinatedSubordinated Claim on account of such Claim until the rights or the Holdersholders 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 41

defined in the Management Fee Subordination Agreement (defined below)) pursuant to Article IV.E of the Plan shall be subject to the terms of that 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 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 EntitiesCHI 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 42

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 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.

43

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 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 Dates established in this Confirmation Order, including, without limitation, the Administrative Claim Bar Date and the Fee Claim 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 44

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 pursuant to Bankruptcy Rules 3020(c) and 2002(f). 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 45

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 Order 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. 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 46

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 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. Avoidance Action Recovery Pool. Notwithstanding anything to the

contrary set forth in the Plan and this Confirmation Order, for purposes of the Plan and this Confirmation Order, the definition of “Avoidance Action Recovery Pool” in the Plan shall be deemed amended to mean “45% of the net Cash proceeds of any Avoidance Actions recovered by the Reorganized Debtors or the Claims Administrator, which net Cash proceeds shall be held in an account to be established by the Reorganized Debtors”. 52. A. 51. 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 47

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’ estatesEstates 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 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 48

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 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 49

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 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 50

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 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 51

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 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 Huntington2375 Curlew Drive (as may be amended, modified or 52

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 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 Order 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 53

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. H. Objection of IRS [Docket No. 1132]. Notwithstanding any provision to the contrary in

the Plan, this Confirmation Order, and any implementing Plan documents (collectively, the “Documents”), nothing shall: (1) affect the ability of the Internal Revenue Service (the “IRS”) to pursue any non-Debtors to the extent allowed by applicable non-bankruptcy law for any liabilities that may be related to any federal tax liabilities owed by the Debtors or the Debtors’ Estates; (2) affect the rights of the IRS to assert setoff rights, as set forth in the Bankruptcy Code, and recoupment rights, and such rights are expressly preserved; (3) discharge any debt of the IRS of the kind described in section 1141(d)(6) of the Bankruptcy Code; or (4) require the IRS to file a claim or request for payment with the Court on account of a claim of the kind described in sections 503(b)(1)(B) and (C) of the Bankruptcy Code. To the extent that (i) the IRS 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 from the Effective Date on the Allowed Priority Tax Claims of the IRS at the statutory rate provided for under section 511 of the Bankruptcy Code. To the extent the IRS holds Allowed Administrative Claims, such Allowed Administrative Claims shall accrue interest and penalties to the extent provided for by applicable non-bankruptcy law until such Allowed Administrative Claims are paid in full. The Court shall retain jurisdiction, but not exclusive jurisdiction, over any IRS Claims and issues arising therefrom to the extent allowed by 54

applicable non-bankruptcy law. Notwithstanding anything that may be construed to the contrary in this paragraph or the Documents, nothing in this paragraph or the Documents is intended as, nor shall be deemed to be, an admission by the Debtors and their Estates that the IRS has Allowed Claims, and any and all rights, claims, counterclaims and defenses of the Debtors and their Estates, on the one hand, and the IRS, on the other hand, with respect to the ultimate allowance (amount, classification or otherwise) of any and all Claims of the IRS shall be reserved and preserved, and nothing included in or omitted from this paragraph and the Documents shall impair, prejudice, waive or otherwise affect any such rights, claims, counterclaims and defenses. I. Objection of The Macerich Company and Watt Management Company [Docket No.

1133]. Notwithstanding anything that may be construed to the contrary in this Confirmation Order and the Plan, solely with respect to (i) the unexpired lease by and between the Debtors and Macerich Lakewood, LLC (“Macerich”) for 4419 Candlewood Street (as may be amended, modified or supplemented from time to time, the “4419 Candlewood Lease”), (ii) the unexpired lease by and between the Debtors and Macerich for 4771 Candlewood Street (as may be amended, modified or supplemented from time to time, the “4771 Candlewood Lease”), and (iii) the unexpired lease by and between the Debtors and Watt Commercial Company (“Watt,” and together with Macerich, “Macerich/Watt”) for 5711 E. La Palma Avenue (as may be amended, modified or supplemented from time to time, the “La Palma Lease,” and collectively with the 4419 Candlewood Lease and the 4771 Candlewood Lease, the “Macerich/Watt Leases”), in the event that the Macerich/Watt Leases are assumed pursuant to the Plan and this Confirmation Order, the Debtors shall: (i) remain obligated to perform in accordance with the terms,

conditions and provisions of the Macerich/Watt Leases, including, without limitation, to satisfy any obligations which have accrued under the terms, conditions and provisions of the 55

Macerich/Watt Leases as of the entry of this Confirmation Order but are not yet billed or due under the terms, conditions and provisions of the Macerich/Watt 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 Macerich/Watt 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 Macerich/Watt Leases, (b) any unbilled percentage rent (if applicable) provided for under the terms, conditions and provisions of the Macerich/Watt Leases that is due and owing from the Debtors to Macerich/Watt under the terms, conditions and provisions of the Macerich/Watt Leases for the year in which the Effective Date occurs, and (c) any indemnification obligations provided for under the terms, conditions and provisions of the Macerich/Watt Leases; and (ii) remain liable for any post-petition amounts due and owing from the Debtors to Macerich/Watt under the terms, conditions and provisions of the Macerich/Watt 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 Macerich/Watt under the terms, conditions and provisions of the Macerich/Watt Leases from the period from and after entry of this Confirmation Order through the Effective Date shall be paid by the Debtors to Macerich/Watt, in addition to the cure amounts of $9,962.13, $1,500.00, and $1,642.05 for the 4419 Candlewood Lease, the 4771 Candlewood Lease, and the La Palma Lease, respectively, provided for on the Cure Payment Schedule and hereby consented to by Macerich/Watt, in connection with the Debtors’ assumption of the Macerich/Watt Leases, with such post-petition amounts to be paid by the Debtors to Macerich/Watt on the timeframes and in the manner set forth in the terms, conditions and provisions of the Macerich/Watt 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 56

amendment or modification of the terms, conditions and provisions of the Macerich/Watt 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 Macerich/Watt, on the other hand, may have under the terms, conditions and provisions of the Macerich/Watt Leases with respect to such matters, as any and all such rights, claims, counterclaims and defenses shall be reserved and preserved. With respect to the $1,642.05 cure amount for the La Palma Lease identified above and provided for on the Cure Payment Schedule, Watt reserves all rights to assert (and the Debtors and their Estates reserve all rights to oppose) that such cure amount must include an additional $12,301.88 (the “Potential Additional Watt Cure Amount”) that Watt alleges in its objection [Docket No. 1133] is outstanding from the Debtors and their Estates on account of a “2010 CAM Reconciliation” for the La Palma Lease, which Potential Additional Watt Cure Amount the Debtors allege was previously satisfied on or about March 4, 2011, pursuant to check number 223391 made payable from the Debtors to “Watt Family Properties, Inc.” In the event the Debtors and Watt are unable to consensually resolve the dispute regarding the Potential Additional Watt Cure Amount within two (2) business days of the Confirmation Date, the Debtors shall be authorized to contact the Court to schedule a hearing for the Court to promptly consider such dispute. J. The Tri-State Objections [Docket Nos. 1131 and 1221]. After negotiations with Tri-State

House of Pancakes, Inc. (“Tri-State”) in connection with the Tri-State Objection and the Tri-State Cure 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 Tri-State Objection and the Tri-State Cure Objection (the “Tri-State Settlement”). Attached hereto as Exhibit G are the terms and conditions of the Tri-State Settlement, which are incorporated in full herein by reference. Entry into the Tri-State Settlement is a reasonable 57

exercise of the Debtors’ business judgment.

The Tri-State Settlement is the product of

arm’s-length negotiations. Therefore, the Tri-State Settlement is fair and equitable and in the best interest of the Debtors’ Estates and is approved pursuant to Bankruptcy Rule 9019. 53. 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. 54. 53. Governing Law. Unless a rule of law or procedure is supplied by

Federalfederal law (including the Bankruptcy Code and Bankruptcy Rules), the laws of the State of Delaware 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. 55. 54. Exemption for Issuance of PMC Holding Membership Interests and The issuance of the Reorganized PMC Holding Membership

New Secured Term Loans.

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 58

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. 56. 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 shall not be subject to any stamp, real estate transfer, mortgage, recording sales or use or other similar tax. 57. 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. 58. 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 PlanConfirmation Order 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.

59

59.

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. 60. 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 Debtors or any other party in interest from arguing that substantial consummation of the Plan has occurred prior to the Effective Date. 61. 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. 62. 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. 63. 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, 60

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. 64. 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. 65. 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 to the contrary), this Confirmation Order shall not be stayed and shall be effective 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. 66. 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. 67. 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

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

EXHIBIT G Tri-State Settlement – Terms and Conditions

Document comparison by Workshare Compare on Tuesday, November 01, 2011 10:56:40 AM Input: Document 1 ID Description Document 2 ID Description Rendering set Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions Deletions Moved from Moved to Style change Format changed Total changes 131 103 1 1 0 0 236 file://H:\Perkins\Confirmation Order\As Filed Version of Confirmation Order Filed with the Court on 10.27.11.docx As Filed Version of Confirmation Order Filed with the Court on 10.27.11 file://H:\Perkins\Confirmation Order\Modified Confirmation Order3.docx Modified Confirmation Order3 Standard