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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. 1691 and 1739 CERTIFICATION OF COUNSEL REGARDING PROPOSED FOURTH (4TH) ORDER SUSTAINING, IN PART, REORGANIZED DEBTORS’ SIXTEENTH (16TH) OMNIBUS (NON-SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 On May 16, 2012, Perkins & Marie Callender’s, LLC and its affiliated Reorganized Debtors,2 by and through their undersigned counsel, filed with the Court the Reorganized Debtors’ Sixteenth (16TH) Omnibus (Non-Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 [Docket No. 1691] (the “Objection”). On June 13, 2012, the Court entered an order [Docket No. 1739] (the “First Order”) sustaining, in part, the Objection, including, without limitation, disallowing and expunging Claim Number 1194 of Laurie & Laurie, PA (the “Laurie & Laurie Claim”). Subsequent to the Court’s entry of the First Order, Laurie & Laurie, PA, on behalf of Gloria Jean Grubbs (the “Respondent,” and together with the Reorganized Debtors, the
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. “Reorganized Debtors” and “Debtors” shall have the meaning ascribed to such terms in the Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as may be amended, modified, or supplemented from time to time, and as supplemented by the Plan Supplement).
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“Parties”), contacted the Reorganized Debtors regarding the Objection and the First Order as they pertain to the Laurie & Laurie Claim. Since this time, the Reorganized Debtors have worked with the Respondent in an effort to the resolve the Respondent’s issues regarding such matters, and have done so through the proposed form of order attached hereto as Exhibit 1 (the “Proposed Order”).3 The

Reorganized Debtors submit that the Proposed Order is appropriate and consistent with the Parties’ discussions, and that entry of the order is in the best interests of the Reorganized Debtors and the Debtors, their estates and creditors. The Respondent and the Restructuring Support Parties have consented to the entry of the Proposed Order. Remainder of page intentionally left blank

Except as otherwise provided therein, nothing in the Proposed Order is intended or shall be deemed to amend, modify or otherwise affect the First Order or that certain Second (2ND) Order Sustaining, In Part, Debtors’ Sixteenth (16TH) Omnibus (Non-Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 [Docket No. 1744] (the “Second Order”) or Third (3RD) Order Sustaining, In Part, Debtors’ Sixteenth (16TH) Omnibus (Non-Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 [Docket No. 1761] (collectively with the First Order and the Second Order, the “Prior Orders”), as the Prior Orders shall remain in full force and effect.

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Accordingly, the Reorganized Debtors respectfully request the Court to enter the Proposed Order, attached hereto as Exhibit 1, without further notice or a hearing. Dated: August 14, 2012 Wilmington, DE YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) Rodney Square 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 - AND TROUTMAN SANDERS LLP Mitchel H. Perkiel Brett D. Goodman The Chrysler Building 405 Lexington Avenue New York, NY 10174 Telephone: (212) 704-6000 Facsimile: (212) 704-6288 COUNSEL FOR THE REORGANIZED DEBTORS

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EXHIBIT 1 Proposed Order

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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. 1691, 1739, 1744, 1761, 1790 and ___________

FOURTH (4TH) ORDER SUSTAINING, IN PART, REORGANIZED DEBTORS’ SIXTEENTH (16TH) OMNIBUS (NON-SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 Upon consideration of the Sixteenth (16TH) Omnibus (Non-Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 (the “Objection”)2 of Perkins & Marie Callender’s, LLC and its affiliated Reorganized Debtors for the entry of an order, pursuant to section 502(b) of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”), Rules 3003 and 3007 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and Rule 3007-1 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), disallowing and expunging in full each of the Disputed Claims; and it appearing that due and sufficient notice of the Objection has been given under the circumstances; and after due deliberation and upon the Court’s determination that the relief requested in the Objection is in the best interests of the Reorganized Debtors and the Debtors,
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 Objection.
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their estates and creditors and other parties in interest; and sufficient cause appearing for the relief requested in the Objection, it is hereby ORDERED, ADJUDGED AND DECREED that: 1. 2. The Objection is sustained to the extent provided for herein. Except as otherwise provided for herein, nothing in this Order is intended or shall

be deemed to amend, modify or otherwise affect that certain (a) Order Sustaining, In Part, Debtors’ Sixteenth (16TH) Omnibus (Non-Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 [Docket No. 1739] (the “First Order”), (b) Second (2ND) Order Sustaining, In Part, Debtors’ Sixteenth (16TH) Omnibus (Non-Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 [Docket No. 1744] (the “Second Order”), or (c) Third (3RD) Order Sustaining, In Part, Debtors’ Sixteenth (16TH) Omnibus (Non-Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 [Docket No. 1761] (collectively with the First Order and the Second Order, the “Prior Orders”), and the Prior Orders shall remain in full force and effect. 3. The First Order is hereby vacated solely as it pertains to Claim Number 1194 of

Laurie & Laurie, PA (the “Laurie & Laurie Claim”). 4. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and

3007 and Local Rule 3007-1, the Laurie & Laurie Claim shall be deemed to be an allowed general unsecured claim in the amount of $60,000.00 (the “Allowed Laurie & Laurie Claim”) in full and final satisfaction of any and all claims, including, without limitation, the Laurie & Laurie Claim, of Gloria Jean Grubbs (“Ms. Grubbs”) against the Debtors and their Estates, the Reorganized Debtors, and any affiliates, employees, agents, representatives and insurers of the

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Debtors and their Estates and the Reorganized Debtors, and Ms. Grubbs shall be barred from filing, or causing to be filed, any additional or amended claims in these chapter 11 cases. The Allowed Laurie & Laurie Claim shall be treated pursuant to, and in accordance with, the terms of the Plan, and within five (5) business days of the entry of this Order, Ms. Grubbs shall dismiss, or cause to be dismissed, with prejudice, in its entirety, that certain action commenced by Ms. Grubbs and her counsel in the District Court for the Tenth Judicial District in the County of Wright in the State of Minnesota against Perkins & Marie Callender’s Inc. and Bill Bachmann, assigned Court File No. 86-cv-11-1008. 5. This Court shall retain jurisdiction over any and all affected parties with respect to

any and all matters, claims or rights arising from or related to the implementation or interpretation of this Order. Dated: Wilmington, Delaware August ___, 2012

____________________________________ Kevin Gross Chief United States Bankruptcy Judge

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