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 STIPULATION OF SETTLEMENT BETWEEN PEPSI-COLA COMPANY AND THE REORGANIZED DEBTORS REGARDING THE CLAIMS OF PEPSI-COLA COMPANY 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 Rule 3020 of the Federal Rules of Bankruptcy Procedure. The Effective Date of the Plan occurred on November 30, 2011 [Docket No. 1370]. Subsequent to the Effective Date, on or about November 30, 2011, Pepsi-Cola Company, a division of PepsiCo, Inc., on behalf of itself and the Pepsi/Lipton Tea Partnership

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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(collectively, Pepsi), timely filed proof of claim number 2192 (the Pepsi Claim) in the Chapter 11 Cases against the Debtors and their estates on account of the Debtors rejection of that certain Fountain Beverage Sales Agreement (the Master Agreement) entered into between Pepsi and Debtor Marie Callender Pie Shops, Inc. (MCPSI), pursuant to which MCPSI agreed to and did designate Pepsi as the exclusive beverage provider for the Debtors company-owned and operated, and their franchisee-operated, MARIE CALLENDER restaurants. The Master Agreement included, as an exhibit thereto, a form of Participating Franchisee Agreement (the Franchisee Agreement), and Pepsi, in addition to entering into the Master Agreement with MCPSI, entered into such Franchisee Agreements with Marie Callender franchisees (collectively, the MC Franchisees). In connection with these Franchisee Agreements, a dispute (the Franchisee Agreement Dispute) has arisen between Reorganized Debtor Marie Callender Pie Shops, LLC (Marie Callender) and Pepsi regarding whether or not the Franchisee Agreements between Pepsi and the MC Franchisees were and are still valid, enforceable and binding in view of, among other things, the Debtors rejection of the Master Agreement, with Marie Callender contending that the Franchisee Agreements are no longer valid, enforceable or binding, and Pepsi contending otherwise. Since the filing of the Pepsi Claim, the Reorganized Debtors and Pepsi (together, the Parties) have engaged in discussions regarding the Pepsi Claim and the Franchisee Agreement Dispute, and as a result of these discussions, have agreed to fully and finally compromise, settle and resolve the Pepsi Claim and the Franchisee Agreement Dispute pursuant to the terms of that certain Stipulation of Settlement Between Pepsi-Cola Company and the

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Reorganized Debtors Regarding the Claims of Pepsi-Cola Company (the Agreement).3 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 the Proposed Order is in the best interests of the Reorganized Debtors and the Debtors, their estates and creditors. The Claims Administrator, the Restructuring Support Parties, and Pepsi 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: July 12, 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 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 REORGANIZED DEBTORS

To the extent that 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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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 STIPULATION OF SETTLEMENT BETWEEN PEPSI-COLA COMPANY AND THE REORGANIZED DEBTORS REGARDING THE CLAIMS OF PEPSI-COLA COMPANY Upon consideration of the Stipulation of Settlement Between Pepsi-Cola Company and the Reorganized Debtors Regarding the Claims of Pepsi-Cola Company (the Agreement), a copy of which is attached hereto as Exhibit 1 hereof; and it appearing that the Agreement is in the best interests of the Debtors, their Estates and creditors, Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors,2 including, without limitation, Marie Callender Pie Shops, LLC, 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

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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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 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; and it is further ORDERED that this Court shall retain jurisdiction to interpret, adjudicate any disputes arising under, and enforce this Order and the Agreement. Date: July ___, 2012 KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT 1 Agreement

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