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

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


Ref. Docket Nos. 922 and 1287

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 November 1, 2011 [Docket No. 1287] (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 30, 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 on (i) the Reorganized Debtors, Perkins & Marie Callenders 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 S. Brady and 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
The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan (as hereinafter defined).
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01: 11554296.3

070242.1001

Avenue, N.W., Washington, DC 20036 (Attn: Scott L. Alberino); (iv) counsel to the Creditors Committee, Ropes and Gray 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 December 30, 2011 at 4:00 p.m. (prevailing Eastern Time) (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 December 30, 2011 at 4:00 p.m. (prevailing Eastern Time) (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
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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.

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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 December 30, 2011 at 4:00 p.m. (prevailing Eastern Time), 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 Courts website (http://www.deb.uscourts.gov/) by following directions for accessing the Courts electronic filing system on such website, or free of charge on the website of the Claims Agent 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, DE 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 ENTIRETY. Dated: November 30, 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 THE DEBTORS

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