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

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

CERTIFICATION OF COUNSEL REGARDING PROPOSED ORDER APPROVING ASSUMPTION AGREEMENT On June 13, 2011 (the Petition Date), each of the Debtors2 filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code), and each thereby commenced chapter 11 cases (collectively, the Chapter 11 Cases) in the Court. On November 1, 2011, the Court entered an order [Docket No. 1287] (the Confirmation Order) confirming the Plan pursuant to section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020. The Effective Date of the Plan occurred on November 30, 2011 [Docket No. 1370]. Pursuant to the terms of the Plan, the Reorganized Debtors have the right to object to claims filed against the Debtors estates up to and including 60 days after the Effective Date, which deadline was initially extended through and including April 30, 2012 by an order entered by the Court on February 21, 2012 [Docket No. 1584], and which deadline the Reorganized

The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as may be amended, modified, or supplemented from time to time, and as supplemented by the Plan Supplement, the Plan).
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Debtors have since sought to further extend [Docket No. 1669]. From and after the Effective Date, the Reorganized Debtors may settle claim objections without further order of the Court; provided, however, that except as provided in Article VII.L.1 of the Plan, the Claims Administrator has consent rights over any settlement of objections to General Unsecured Claims to the extent that (i) such General Unsecured Claim is settled for an amount equal to or greater than $150,000 and (ii) such claimant is a Cash Eligible Claimant and has not made the Class 5 Equity Election. Subsequent to the Petition Date, Zurich American Insurance Company and its affiliates (collectively, Zurich, and together with the Reorganized Debtors, the Parties) filed a proof of claim against the Debtors and their estates in the Chapter 11 Cases on account of the Insurance Agreements.3 This proof of claim was subsequently assigned Claim Number 903 (the Zurich Claim) by the claims and noticing agent in the Chapter 11 Cases. On February 7, 2012, Zurich withdrew the Zurich Claim with prejudice [Docket No. 1571]. In connection with Zurichs withdrawal of the Zurich Claim, the Parties have reached an agreement with respect to the Reorganized Debtors assumption of all of the Debtors obligations and liabilities to Zurich under the Insurance Agreements, the full terms and conditions of which are set forth in that certain Assumption Agreement (the Agreement).4 A copy of the Agreement is attached as Exhibit 1 to the proposed form of order (the Proposed Order) attached hereto as Exhibit A. The Reorganized Debtors submit that the Agreement and the Proposed Order are appropriate and consistent with the Parties discussions, and that entry of
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For the policy periods from January 15, 2003 to January 1, 2007, Zurich provided workers compensation coverage to the Debtors pursuant to various policies (the Policies). In connection with certain of the Policies, Perkins & Marie Callenders, LLC, f/k/a the Restaurant Company, entered into Deductible Agreements, as amended, together with annual specifications thereto, with Zurich (collectively and together with the Policies, the Insurance Agreements). To the extent there is any inconsistency between the summary provided herein and the actual terms and conditions of the Agreement, the latter shall control.
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the Proposed Order is in the best interests of the Reorganized Debtors and the Debtors, their estates and creditors. The Restructuring Support Parties and Zurich have consented to the entry of the Proposed Order. Accordingly, the Reorganized Debtors respectfully request the Court to enter the Proposed Order, attached hereto as Exhibit A, without further notice or a hearing. Dated: June 15, 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 A Proposed Order

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket No. __________ ORDER APPROVING ASSUMPTION AGREEMENT Upon consideration of the Assumption Agreement (the Agreement),2 a copy of which is attached hereto as Exhibit 1; and it appearing that the Agreement is in the best interests of the Reorganized Debtors and the Debtors, their estates and creditors and other parties in interest in these chapter 11 cases; and after due deliberation and sufficient cause appearing therefor, it is hereby: ORDERED that the Agreement is approved, the Reorganized Debtors are authorized to assume the Insurance Agreements in accordance with the Agreement, and the terms, conditions and provisions of the Agreement are incorporated in this Order by reference as if fully set forth herein; and it is further ORDERED that the Reorganized Debtors are authorized and empowered to take any and all necessary steps to carryout and otherwise effectuate the terms, conditions and provisions of the Agreement; and it is further

The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement.
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ORDERED that this Court shall retain jurisdiction over the Parties with respect to the interpretation and implementation of the Agreement and this Order. Date: June _____, 2012 KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT 1 Agreement

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