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. 116, 181, 833 and 962 RESPONSES, IF ANY, DUE BY OCTOBER 24, 2011 AT 4:00 P.M. (PREVAILING EASTERN TIME)

THIRD (3RD) NOTICE OF DEBTORS (I) PROPOSED ASSUMPTION OF CERTAIN UNEXPIRED NON-RESIDENTIAL REAL PROPERTY LEASES, (II) ENTRY INTO CERTAIN AMENDMENTS AND MODIFICATIONS OF SUCH LEASES, AND (III) FIXING OF CERTAIN CURE AMOUNTS FOR SUCH LEASES TO: (I) THE NON-DEBTOR COUNTERPARTIES TO THE ASSUMED LEASES AFFECTED BY THIS ASSUMPTION NOTICE AND THEIR RESPECTIVE COUNSEL, IF KNOWN; (II) COUNSEL TO THE COMMITTEE; (III) THE U.S. TRUSTEE; (IV) COUNSEL TO THE AGENT FOR THE DEBTORS PREPETITION CREDIT FACILITY AND POST-PETITION DIP FACILITY; (V) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR SECURED NOTES; (VI) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR NOTES; (VII) COUNSEL TO THE RESTRUCTURING SUPPORT PARTIES; AND (VIII) ALL PARTIES AS OF THE FILING OF THIS ASSUMPTION NOTICE ENTITLED TO RECEIVE NOTICE IN THESE CHAPTER 11 CASES PURSUANT TO BANKRUPTCY RULE 2002. PLEASE TAKE NOTICE that on June 24, 2011, Perkins & Marie Callenders Inc. (f/k/a The Restaurant Company) (PMCI) and its above-captioned affiliated debtor entities (collectively, with PMCI, the Debtors), by and through their undersigned counsel, filed with the United States Bankruptcy Court for the District of Delaware (the Court) the Debtors Motion for an Order Pursuant to Bankruptcy Code Sections 105, 363(b) and 365(a) and
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.
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070242.1001

Bankruptcy Rules 6004 and 6006, Approving Expedited Procedures for the Debtors (I) Proposed Assumption of Certain Unexpired Non-Residential Real Property Leases, (II) Entry into Certain Amendments and Modifications to Such Leases, and (III) Fixing of Certain Cure Amounts for Such Leases [Docket No. 116] (the Assumption Procedures Motion). On July 11, 2011, the Court entered an order granting the relief requested in the Assumption Procedures Motion [Docket No. 181] (as modified, the Assumption Procedures Order),2 thereby establishing certain procedures (i.e., the Assumption Procedures) for the Debtors (i) proposed assumption of unexpired non-residential real property leases, (ii) entry into certain amendments and modifications of such leases and (iii) fixing of the cure amounts required under section 365(b)(1)(A) of the Bankruptcy Code for such leases.3 PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Assumption Procedures Order, the Debtors hereby provide notice (this Assumption Notice) of their intent to assume those Assumed Leases, and any amendments and modifications to such Assumed Leases, identified on Exhibit A to this Assumption Notice upon the Debtors satisfaction of the cure amounts required under section 365(b)(1)(A) of the Bankruptcy Code (collectively, the Cure Amounts) for such Assumed Leases, which corresponding Cure Amounts for the Assumed Leases are also listed on the attached Exhibit A. Copies of the Assumed Leases, and any amendments and modifications thereto, are attached hereto as Exhibits B1-B15. PLEASE TAKE FURTHER NOTICE that if any party in interest objects to the assumption by the Debtors of an Assumed Lease, and any amendments and modifications to

Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Assumption Procedures Order. 3 On September 14, 2011, the Court entered an order [Docket No. 962] modifying the Assumption Procedures Order to provide that only certain parties in interest shall be required to receive unredacted copies of the Assumed Leases and any amendments and modifications to such Assumed Leases, whereas all other parties required under the Assumption Procedures Order to receive copies of such documents shall receive redacted versions thereof.

2
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such Assumed Lease, identified on Exhibit A to this Assumption Notice or the Cure Amount with respect thereto (an Assumption Objection), such party (each, an Objecting Party) must file and serve a written objection so that such objection is filed with the Court, and actually received by the Debtors and the Assumption Objection Notice Parties (as defined below), in the form and manner provided for herein no later than OCTOBER 24, 2011 AT 4:00 P.M. (PREVAILING EASTERN TIME) (the Assumption Objection Deadline). The Assumption Objection Notice Parties are as follows: (i) the Debtors, Perkins & Marie Callenders Inc., 6075 Poplar Avenue, Suite 800, Memphis, TN 38119 (Facsimile: (901) 537-7122) (Attn: Joseph F. Trungale); (ii) counsel to the Debtors, Troutman Sanders LLP, The Chrysler Building, 405 Lexington Avenue, New York, NY 10174 (Facsimile: (212) 704-6288) (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 (Facsimile: (302) 571-1253) (Attn: Robert F. Poppiti, Jr.); (iii) counsel to the agent for the Debtors pre-petition Credit Facility and postpetition debtor-in-possession financing facility, Paul Hastings LLP, 600 Peachtree Street, N.E., Twenty-Fourth Floor, Atlanta, GA 30308 (Facsimile: (404) 685-5208) (Attn: Jesse H. Austin, III); (iv) counsel to the indenture trustee for the Senior Secured Notes, Emmet, Marvin & Martin, LLP, 120 Broadway, 32nd Floor, New York, NY 10271 (Facsimile: (212) 238-3100) (Attn: Edward P. Zujkowski); (v) counsel to the indenture trustee for the Senior Notes, Foley & Lardner LLP, 90 Park Avenue, New York, NY 10016-1314 (Facsimile: (212) 687-2329) (Attn: Douglas Spelfogel); (vi) counsel to the Restructuring Support Parties, Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, NY 10036 (Facsimile: (212) 872-1002) (Attn: Ira Dizengoff) and 1333 New Hampshire Avenue, N.W., Washington, DC 20036 (Facsimile: (202) 887-4288) (Attn: Scott L. Alberino); (vii) counsel to the Committee, Ropes and Gray LLP, 1211

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01: 11500809.1 070242.1001

Avenue of the Americas, New York, NY 10036-8704 (Facsimile: (646) 728-1663) (Attn: Mark R. Somerstein); and (viii) the Office of the United States Trustee for the District of Delaware, 844 North King Street, Room 2207, Wilmington, DE 19801 (Attn: Richard Schepacarter). PLEASE TAKE FURTHER NOTICE that if no timely Assumption Objection is filed and served with respect to a particular Assumed Lease, and any amendments and modifications to such Assumed Lease, the Debtors shall be authorized to file with the Court a certification of counsel requesting the Court to enter a proposed order, substantially in the form annexed hereto as Exhibit C (the Proposed Assumption Order), with respect to such Assumed Lease and any amendments and modifications thereto. The Proposed

Assumption Order provides that pursuant to section 365 of the Bankruptcy Code, the Debtors are authorized to assume the Assumed Leases, as such leases may be amended and modified, upon the Debtors satisfaction of the Cure Amounts for such Assumed Leases. The Proposed Assumption Order further provides that the Cure Amounts for the Assumed Leases shall be those amounts identified in Exhibit A to this Assumption Notice, and that such Cure Amounts, as to all parties in interest, including, without limitation, the nonDebtor counterparties to the Assumed Leases, are (a) fixed and binding and (b) deemed consented to, and as it pertains to such Assumed Leases such parties in interest shall be forever (x) bound by such Cure Amounts and (y) barred and estopped from asserting or claiming against the Debtors that (i) any additional amounts are due or other defaults exist, (ii) additional conditions to assumption must be satisfied by the Debtors or (iii) there is any objection or defense with respect to the assumption. PLEASE TAKE FURTHER NOTICE that if a timely Assumption Objection with respect to a particular Assumed Lease is properly filed and served on the Assumption Objection

4
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Notice Parties, and the Debtors and the Objecting Party are unable to consensually resolve such objection, a hearing will be scheduled by the Debtors at a date and time, in their sole discretion, that is at least five (5) days after the Assumption Objection Deadline, or at such other date as is agreed upon by the Debtors and the Objecting Party or as the Court may otherwise direct. PLEASE TAKE FURTHER NOTICE that nothing in this Assumption Notice or Exhibit A hereto is intended or shall be deemed or otherwise construed as an approval or assumption by the Debtors and their estates of any of the Assumed Leases pursuant to section 365 of the Bankruptcy Code or otherwise, as any such assumption shall remain subject to the Courts entry of the Proposed Assumption Order, and the Debtors reserve the right to remove any Assumed Lease from this Assumption Notice and Exhibit A hereto at any time prior to the entry of the Proposed Assumption Order with respect to such Assumed Lease. Dated: October 14, 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 CALLENDERS INC., ET AL., Debtors and Debtors-in-Possession

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01: 11500809.1 070242.1001

EXHIBIT A ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B1

Master Lease Agreement No. 1 executed January 14, 2010, effective January 1, 2010, together with First Master Lease Agreement Amendment executed March 22, 2011, effective January 1, 2011

Second Amendment to Master Lease Agreement executed October 11, 2011, effective October 1, 2011

$ 3,194.99

Landlord: CNL APF Partners, LP, a Delaware limited partnership c/o Bond Harbert Senior Vice President, Loss Mitigation Group GE Capital Franchise Finance Corporation 500 West Monroe Street Chicago, IL 60661

Landlords Counsel: Mark R. Nethers, Esq. Kutak Rock LLP 8601 North Scottsdale Road, Suite 300 Scottsdale, AZ 85253

Properties located at:

100 North 291 Highway in the City of Liberty, Clay County, Missouri

2800 S. Oneida Street in the City of Ashwaubenon, Brown County, Wisconsin

1214 W. University Avenue, in the City of Urbana, Champaign County, Illinois

100 E. Bismarck Expressway in the City of Bismarck, Burleigh County, North Dakota

01: 11518632.1

070242.1001

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT

3280 University Avenue, in the City of Waterloo, Black Hawk County, Iowa

6292 N. Oak Street, in the City of Gladstone, Clay County, Missouri

3901 Frederick Avenue, in the City of St. Joseph, Buchanan County, Missouri

100 N. Military Avenue, in the City of Green Bay, Brown County, Wisconsin

315 Collins Road NE, in the City of Cedar Rapids, Linn County, Iowa

2975 W. College Avenue, in the City of Appleton, Outagamie County, Wisconsin

819 1st Avenue, in the City of Coralville, Johnson County, Iowa.

2
070242.1001

01: 11518632.1

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B2

Master Lease Agreement No. 2 executed January 14, 2010, effective January 1, 2010, together with First Master Lease Agreement Amendment executed March 22, 2011, effective January 1, 2011

Second Amendment to Master Lease Agreement executed October 11, 2011, effective October 1, 2011 $592.07

Landlord: GE Capital Franchise Finance Corporation, a Delaware corporation c/o Bond Harbert Senior Vice President, Loss Mitigation Group 500 West Monroe Street Chicago, IL 60661

Landlords Counsel: Mark R. Nethers, Esq. Kutak Rock LLP 8601 North Scottsdale Road, Suite 300 Scottsdale, AZ 85253

Properties located at:

27811 South US Highway 27, in the City of Leesburg, Lake County, Florida

6001 South Salford Boulevard, in the City of North Port, Sarasota County, Florida. Second Amendment to Master Lease Agreement executed October 11, 2011, effective October 1, 2011 $ 2,878.44 Exhibit B3

Master Lease Agreement No. 3 executed January 14, 2010, effective January 1, 2010, together with First Master Lease Agreement Amendment executed March 22, 2011, effective January 1, 2011

Landlord: CNL APF Partners, LP, a Delaware limited partnership c/o Bond Harbert Senior Vice President, Loss Mitigation Group

3
070242.1001

01: 11518632.1

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT

GE Capital Franchise Finance Corporation 500 West Monroe Street Chicago, IL 60661

Landlords Counsel: Mark R. Nethers, Esq. Kutak Rock LLP 8601 North Scottsdale Road, Suite 300 Scottsdale, AZ 85253

Properties located at:

215 W. Highway 436, in the City of Altamonte Springs, Seminole County, Florida.

905 Bichara Boulevard in the City of Lady Lake, Lake County, Florida

14801 S. Tamiami Trail, in the City of Ft. Myers, Lee County, Florida.

1502 Cape Coral Parkway, in the City of Cape Coral, Lee County, Florida.

27941 Crown Lake Boulevard, in the City of Bonita Springs, Lee County, Florida.

7451 W. Irlo Bronson Memorial Highway, in the City of Kissimmee, Osceola County, Florida

6813 Sand Lake Road, in the City of Orlando, Orange County, Florida

13620 N. Cleveland Avenue, in the City of Ft. Myers, Lee County, Florida.

4
070242.1001

01: 11518632.1

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B4

Master Lease Agreement No. 4 executed January 14, 2010, effective January 1, 2010, together with First Master Lease Agreement Amendment executed March 22, 2011, effective January 1, 2011

Second Amendment to Master Lease Agreement executed October 11, 2011, effective October 1, 2011

$1,123.33

Landlord: CNL APF Partners, LP, a Delaware limited partnership c/o Bond Harbert Senior Vice President, Loss Mitigation Group GE Capital Franchise Finance Corporation 500 West Monroe Street Chicago, IL 60661

Landlords Counsel: Mark R. Nethers, Esq. Kutak Rock LLP 8601 North Scottsdale Road, Suite 300 Scottsdale, AZ 85253

Properties located at:

4920 Highway 29 South, in the City of Alexandria, Douglas County, Minnesota

623 West Washington Street, in the City of Brainerd, Crow Wing County, Minnesota

7325 Currell Boulevard, in the City of Woodbury, Washington County, Minnesota

8585 Aspen Lane North, in City of Brooklyn Park, Hennepin County, Minnesota.

5
070242.1001

01: 11518632.1

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B5

Lease Agreement executed January 14, 2010, effective January 1, 2010, together with First Lease Agreement Amendment executed March 22, 2011, effective January 1, 2011

Second Amendment to Lease Agreement executed October 11, 2011, effective October 1, 2011.

$ 251.67

Landlord: GE Capital Franchise Finance Corporation, a Delaware corporation c/o Bond Harbert Senior Vice President, Loss Mitigation Group 500 West Monroe Street Chicago, IL 60661

Landlords Counsel: Mark R. Nethers, Esq. Kutak Rock LLP 8601 North Scottsdale Road, Suite 300 Scottsdale, AZ 85253

Property located at 11200 W. 87th Street in the City of Lenexa, Johnson County, Kansas.

6
070242.1001

01: 11518632.1

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B6

Lease dated August 19, 1992 and First and Second Amendments thereto dated October 5, 1994 and May 29, 2001, respectively

Third Amendment to Lease Agreement executed October 7, 2011, effective July 1, 2011

$650.00

Landlord: Road Bay Investments, LLC, a Delaware limited liability company, c/o Mike Loew, First Vice President, CB Richard Ellis / Industrial Services 201 East Fifth Street, Suite 1200 Cincinnati, Ohio 45202

and

Buji M. Tallapragada, Director CB Richard Ellis Investors / Managed Accounts 515 S. Flower Street, Suite 3100 Los Angeles, CA 90071

Landlords Counsel: Brittany E. Thornton, Esq. Pircher, Nichols and Meeks 900 North Michigan Ave., Suite 1050 Chicago, IL 60611

Property located at 6880 Fairfield Business Drive in the City of Fairfield, Butler County, Ohio.

7
070242.1001

01: 11518632.1

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B7

Retail Shop Lease dated September 19, 1994, together with First and Second Amendments thereto dated November 19, 2004 and March 24, 2010, respectively

Third Amendment to Lease dated October 12, 2011

$2,333.33

Landlord: PK I Chino Town Square, L.P., a Delaware limited partnership c/o John Goodwin, Director of Real Estate Kimco Realty Corporation 23 Mauchy, Suite 100 Irvine, CA 92618

Landlords Counsel: Kevin J. Smith, Regional General Counsel Kimco Realty Corporation 1621-B S. Melrose Drive, Vista, CA 92081

Property located at Chino Town Square Shopping Center, 5455 A Philadelphia Street in the City of Chino, San Bernardino, County, CA.

8
070242.1001

01: 11518632.1

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B8

Tenant Service Center Lease dated April 18, 1994 and First, Second, Third and Fourth Amendments thereto dated August 10, 1994, April 25, 1997, April 20, 1999 and August 2003, respectively.

Fifth Amendment to Lease executed October 6, 2011, effective June 1, 2011

$696.30

Landlord: 258 Corporate Commons Associates, LLC, a Wisconsin limited liability company c/o Lori Halvorson, Property Manager PACJETS Financial, Ltd. 414 Broadway, Baraboo, WI 53913

Property located at The Madison Corporate Center (North Central Office) at 258 Corporate Drive in the City of Madison, Dane County, WI.

9
070242.1001

01: 11518632.1

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B9

Shopping Center Retail Lease dated August 7, 2006 and First and Second Amendments thereto dated July 26, 2007 and June 11, 2008, respectively.

Third Amendment to Shopping Center Retail Lease executed October 10, 2011, effective September 1, 2011 $0.00

Landlord: Victoria Plaza, Inc., a Florida corporation 2113 Venetian Way, Winter Park, FL 32789 Attn: Joseph M. Keiran, President

Landlords Counsel: Rodney L. Russell, Esq. Russell Law Offices 1030 North Orange Avenue Orlando, FL 32802

Property located at Victoria Plaza at 989 West Orange Blossom Trail in the City of Apopka, Orange County, Florida. Second Amendment to Lease executed October 10, 2011, effective November 1, 2011 $0.00 Exhibit B10

Lease Agreement and Rent Addendum thereto, both dated June 29, 2005, together with First Amendment thereto dated July 1, 2009

Landlord: Earl N. Feiwell and Shirley Rose Feiwell, Trustees of The Feiwell Family Trust - 1986 6085 Eaglecrest Drive Huntington Beach, CA 92648

Property located at 1722 Jefferson Street in Jefferson City, Cole County, Missouri.

10
070242.1001

01: 11518632.1

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B11

Lease Agreement dated September 5, 1997 and First Amendment thereto dated April 16, 1998

Second Amendment to Lease executed October 11, 2011, effective October 1, 2011

$0.00

Landlord: ACI Income Fund II, Ltd., a Florida limited partnership c/o John M. Rife, Jr., President Rife Properties, Inc. 427 S. New York Avenue, Suite 204 Winter Park, Florida 32789

Property located at 6425 University Boulevard in the City of Winter Park, Orange County, Florida. First Amendment to Lease executed October 13, 2011, effective July 1, 2011 $0.00 Exhibit B12

Lease Agreement dated July 26, 2007

Landlord: AO of Florida II, LLC, an Indiana limited liability company Attn: Gary Edwards or Jeffrey A. Greenwalt 6831 East 32nd Street, Suite 300 Indianapolis, IN 46226

Landlords Counsel: Matt DeLaruelle, Esq. Ice Miller LLP One American Square, Suite 2900 Indianapolis, IN 46282

Property located at Osceola Corporate Center, 1600 West Osceola Parkway in the City of Kissimmee, Osceola County, Florida.

11
070242.1001

01: 11518632.1

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B13

Lease Agreement and Rent Addendum thereto, both dated June 29, 2005 and First Amendment thereto dated August 1, 2009 Second Amendment to Lease executed October 13, 2011, effective November 1, 2011 $0.00

Landlord: La Villa Del Mar, LLC, a Florida limited liability company 19333 Collins Avenue, Apt #1708 Sunny Isles Beach, FL 33160 Attn: Enrique Fefer, Managing Member

Landlords counsel: Bennett G. Feldman, Esq. 2655 Lejeune Road, Suite 514 Coral Gables, Fl 33134

Property located at 1224 Jordan Creek Parkway in the City of West Des Moines, Dallas County, Iowa.

12
070242.1001

01: 11518632.1

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B14

Standard Commercial lease dated January 18, 1988, as amended by the First, Second, Third and Fourth Modification and Ratification of Lease dated May 17, 1988, December 21, 1992, August 13, 1993 and August 18, 1994, respectively and the First Amendment and Second Amendment to Lease Agreement dated May 23, 2002, and January 14, 2008, respectively and Third Amendment to Standard Commercial lease dated May 26, 2010.

Fourth Amendment to Standard Commercial lease dated October 13, 2011

$38,198.81

Landlord: HRLP Crescent Center, LLC, a Delaware limited liability company c/o Highwoods Properties, Inc. 6410 Poplar Avenue, Suite 140 Memphis, TN 38119 Attn: Steven L. Guinn, Vice President and Division Manager

Landlords Counsel: David S. Moreau Associate General Counsel Highwoods Properties, Inc. 3100 Smoketree Court, Suite 600 Raleigh, NC 27604

Property located at Crescent Center, 6075 Poplar Avenue, Suite 800, in the City of Memphis, Shelby County, Tennessee.

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070242.1001

01: 11518632.1

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B15

Sublease Agreement dated May 2007.

First Amendment to Sublease dated August 30, 2011

$6,822.36

Landlord: Centex Homes, a Nevada general partnership c/o Pulte Group, 2728 N. Harwood, Third Floor, Dallas, TX 75201 Attn: Denise Lester, Director, Facilities

Property located at Mission Ridge, 2701 Puerta Real, Suite 260 in the City of Mission Viejo, Orange County, CA.

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01: 11518632.1

EXHIBITS B1-B15 Assumed Leases and Any Amendments and Modifications to Such Assumed Leases

01: 11500809.1

070242.1001

EXHIBIT C Proposed Assumption Order

YCST01:11340211.1

070242.1001

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. 116, 181, 833, 962 and _____ THIRD (3RD) ORDER PURSUANT TO BANKRUPTCY CODE SECTIONS 105, 363(b) AND 365(a) AND BANKRUPTCY RULES 6004 AND 6006, (I) APPROVING THE DEBTORS (A) ASSUMPTION OF CERTAIN UNEXPIRED NON-RESIDENTIAL REAL PROPERTY LEASES AND (B) ENTRY INTO CERTAIN AMENDMENTS AND MODIFICATIONS OF SUCH LEASES, AND (II) FIXING CERTAIN CURE AMOUNTS FOR SUCH LEASES Upon consideration of (i) the Third (3rd) Notice of Debtors (I) Proposed Assumption of Certain Unexpired Non-Residential Real Property Leases, (II) Entry Into Certain Amendments and Modifications of Such Leases, and (III) Fixing of Certain Cure Amounts for Such Leases [Docket No. ___] (the Assumption Notice) and (ii) the Certification of Counsel Regarding Proposed Third (3rd) Order Pursuant to Bankruptcy Code Sections 105, 363(b) and 365(a) and Bankruptcy Rules 6004 and 6006, (I) Approving the Debtors (A) Assumption of Certain Unexpired Non-Residential Real Property Leases and (B) Entry Into Certain Amendments and Modifications of Such Leases, and (II) Fixing Certain Cure Amounts for Such Leases; and the Court having previously entered that certain (i) Order Pursuant to Bankruptcy Code Sections 105, 363(b) and 365(a) and Bankruptcy Rules 6004 and 6006, Approving Expedited Procedures for the Debtors (I) Proposed Assumption of Certain Unexpired Non-Residential Real Property
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.
1

YCST01:11340211.1

070242.1001

Leases, (II) Entry Into Certain Amendments and Modifications of Such Leases, and (III) Fixing of Certain Cure Amounts for Such Leases [Docket No. 181] (as modified, the Assumption Procedures Order)2 and (ii) Order Pursuant to Section 107(b) of the Bankruptcy Code and Bankruptcy Rule 9018 Modifying That Certain Order Pursuant to Bankruptcy Code Sections 105, 363(b) and 365(a) and Bankruptcy Rules 6004 and 6006, Approving Expedited Procedures for the Debtors (I) Proposed Assumption of Certain Unexpired Non-Residential Real Property Leases, (II) Entry Into Certain Amendments and Modifications of Such Leases, and (III) Fixing of Certain Cure Amounts for Such Leases [Docket No. 962]; and the Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and the Debtors having properly filed and served the Assumption Notice in accordance with the terms of the Assumption Procedures Order in respect of the Assumed Leases (as defined below); and no timely objections having been filed to the assumption of such Assumed Leases and the Cure Amounts (as defined below) with respect thereto; and due and proper notice of the Assumption Procedures Order and the Assumption Notice having been provided, and it appearing that no other notice need be provided; and after due deliberation and sufficient cause appearing therefor; it is hereby ORDERED, ADJUDGED AND DECREED that: 1. Pursuant to section 365 of the Bankruptcy Code, the Debtors are authorized to

assume the leases, and any amendments and modifications to such leases, identified on Exhibit A hereto (collectively, the Assumed Leases) upon the Debtors satisfaction of the cure amounts required under section 365(b)(1)(A) of the Bankruptcy Code (collectively, the Cure Amounts) for such Assumed Leases. The Cure Amounts for the Assumed Leases shall be those amounts
2

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Assumption Procedures Order.

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identified on Exhibit A to this Order, which amounts were previously identified in the Assumption Notice. Such Cure Amounts, as to all parties in interest, including, without

limitation, the non-Debtor counterparties to the Assumed Leases, are hereby (a) fixed and binding and (b) deemed consented to, and as it pertains to such Assumed Leases such parties in interest shall be forever (x) bound by such Cure Amounts and (y) barred and estopped from asserting or claiming against the Debtors that (i) any additional amounts are due or other defaults exist, (ii) additional conditions to assumption must be satisfied by the Debtors or (iii) there is any objection or defense with respect to the assumption. 2. Pursuant to section 363(b) of the Bankruptcy Code, the Debtors (i) are authorized

to enter into any amendments and modifications to the Assumed Leases that are identified on Exhibit A to this Order, which amendments and modifications were previously identified on Exhibit A to the Assumption Notice and attached to the Assumption Notice, 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. 3. Notwithstanding anything to the contrary in this Order, any payment made or to

be made under this Order, and any authorization contained in this Order, shall be subject to the requirements imposed on the Debtors under any Order(s) of this Court approving the Debtors debtor-in-possession financing facility and use of cash collateral and any budget in connection therewith. 4. The Debtors are authorized to take any action necessary to implement the terms of

this Order without further order from this Court.

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5.

Notwithstanding any applicability of Bankruptcy Rules 6004, 6006 and 7062, this

Order shall be effective and enforceable immediately upon its entry. 6. Leases. 7. This Court shall retain jurisdiction with respect to all matters arising from or This Order shall be deemed a separate Order with respect to each of the Assumed

related to the interpretation or implementation of this Order. Date: October ____, 2011 KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

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