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 SETTLEMENT AGREEMENT, WAIVER AND RELEASE OF ALL CLAIMS, AND COVENANT OF NON-DISCLOSURE 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 this 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]. Subsequent to the Petition Date, on October 7, 2011, the Court entered an order [Docket No. 1105] (the Stay Relief Order) approving the terms, conditions and provisions of that certain Stipulation Resolving Lisa L. Singletons Motion for Relief from the Automatic Stay
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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(the Stay Relief Stipulation).

Pursuant to the Stay Relief Stipulation, Lisa L. Singleton

(Singleton) and the Debtors agreed to modify the automatic stay provided for by section 362 of the Bankruptcy Code in favor of Singleton for the sole and limited purpose of allowing Singleton to resume and continue that certain employment discrimination lawsuit in the United States District Court Middle District of Florida, Orlando Division, entitled Lisa L. Singleton v. Perkins & Marie Callenders Inc., Case No. 6:11-cv-721-ORL-31-GJK, alleging, among other things, various causes of action for wrongful termination and illegal retaliation in violation of Title VII of the Civil Rights Act and Floridas Civil Rights Act (the Lawsuit). Prior to the entry of the Stay Relief Order, on July 22, 2011, Singleton filed a proof of claim in the Chapter 11 Cases (subsequently assigned Claim Number 296 by the Debtors claims agent in the Chapter 11 Cases), asserting a General Unsecured Claim in an unliquidated amount to be determined at trial against PMCI (the Singleton Proof of Claim). Since the Courts entry of the Stay Relief Order, Singleton and the Reorganized Debtors, among others (collectively, the Parties), have engaged in arms-length negotiations with respect to the Lawsuit, the Singleton Proof of Claim, and any and all other claims related thereto (collectively, the Singleton Claims), and have agreed to resolve any and all disputes relating to the Singleton Claims pursuant to the terms of that certain Settlement Agreement, Waiver and Release of All Claims, and Covenant of Non-Disclosure (the Agreement).3 The Reorganized Debtors have not attached a copy of the Agreement hereto or to the proposed form of order (the Proposed Order) annexed hereto as Exhibit A in light of certain confidentiality provisions contained in the Agreement, most notably section 24

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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thereof. Contemporaneously with the filing of this Certification of Counsel, the Reorganized Debtors have provided to the Court a copy of the Agreement for the Courts reference. The Reorganized Debtors submit that the Agreement and the Proposed Order are appropriate and consistent with the Parties discussions, and that entry of the Proposed Order is in the best interests of the Reorganized Debtors and the Debtors, their Estates and creditors. Singleton, the Claims Administrator, and the Restructuring Support Parties have each 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: August 13, 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 SETTLEMENT AGREEMENT, WAIVER AND RELEASE OF ALL CLAIMS, AND COVENANT OF NON-DISCLOSURE Upon consideration of that certain Settlement Agreement, Waiver and Release of All Claims, and Covenant of Non-Disclosure made and entered by and between, among other parties, Lisa L. Singleton (Singleton) and Reorganized Debtor2 Perkins & Marie Callenders, LLC (PMCL) and executed by Singleton and PMCL on August 7, 2012 and August 9, 2012, respectively (the Agreement); and it appearing that the Agreement is in the best interests of the Debtors, their Estates and creditors, PMCL, 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, 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 claims agent in these Chapter 11 Cases, Omni Management Group, LLC, is hereby authorized and empowered to amend the claims register in these Chapter
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 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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11 Cases as necessary to comport with the entry of this Order and the terms, conditions and provisions of the Agreement; and it is further ORDERED that the Reorganized Debtors are authorized and empowered to take any and all necessary steps to carryout, implement and otherwise effectuate the terms, conditions and provisions of the Agreement and this Order. Date: August ___, 2012 KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

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