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

Debtors. Chapter: 11 Case No: 11-11795 (KG) Jointly Administered

MOTION OF THE STATE OF WISCONSIN FOR RELEIF FROM STAY UNDER SECTION 362 OF THE BANKRUPTCY CODE

Comes now the State of Wisconsin, Department of Transportation, moves for relief from the stay imposed under 11 USC 362, and in support of its motion shows: 1. Debtors lease a restaurant property at 1410 Damon Road, Madison, Wisconsin. The legal description of the affected parcel is: Parcel A: A parcel of land in the N.E. 1/4 of the S.E. 1/4 of Section 34, Town 7 North, Range 9 East, Town of Madison, Dane County, Wisconsin, commencing at the S.W. corner of Lot 9 Madison Shops Plat; thence N 87 17' 58" E, 39.30 feet; to the point of beginning; thence N 87 17' 58" E, 110.70 feet; thence S 02 24' 33" E, 152.35 feet; thence S 29 23' 15" W, 48.88 feet; thence S 87 17' 58" W, 84.25 feet; thence No. 02 36' 49" W, 193.76 feet to the point of beginning. Parcel B: Certified Survey Map 285, recorded in Vol. 2 of Certified Survey Maps, page 25, as #1220733, in the City of Madison, Dane County, Wisconsin. 2. The parcel is located within an area that will be acquired by the Wisconsin Department of Transportation for use in the construction of an interchange at Fish Hatchery Road and US Hwys. 12 & 18. This acquisition will be made by condemnation, under movants rights of eminent domain pursuant to Wis. Stat. 32.05, by payment of the fair market value of the acquired parcel.
F. Mark Bromley, AAG Wisconsin Department of Justice Post Office Box 7857 Madison, WI 53707-7857 Telephone: 608-264-6201 Facsimile: 608-267-2223 bromleyfm@doj.state.wi.us

3. The parcel is a necessary part of movants improvements at the cited location. 4. The real estate is not necessary to Debtors reorganization, because movant will pay the fair market value of the acquired parcel. 5. Condemnation of the parcel is required to enable movant to obtain fee title from the Debtors, their landlord, and any other parties claiming interests in the parcel. 6. The condemnation action may be excepted from the automatic stay pursuant to 11 U.S.C. 362(b)(4) as an exercise of movants police powers. Dated: October 19, 2011. J.B. VAN HOLLEN Attorney General /s/ F. Mark Bromley F. MARK BROMLEY Assistant Attorney General State Bar #1018353 Attorneys for State of Wisconsin

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC., et al. Debtors. Chapter: 11 Case No: 11-11795 (KG) Jointly Administered
Objections Due: November 10, 2011 at 4:00 p.m. Hearing Date: November 22, 2011 at 4:00 p.m. (ET)

NOTICE OF MOTION OF STATE OF WISCONSIN FOR RELEIF FROM STAY UNDER SECTION 362 OF THE BANKRUPTCY CODE Debtors Counsel Counsel to the Creditors Committee Office of the United States Trustee

TO:

The State of Wisconsin (Movant) has filed a Motion for Relief from Stay which seeks the following relief: Permission to proceed with condemnation of the parcel of land described in the Motion. HEARING ON THE MOTION WILL BE HELD ON NOVEMBER 22, 2011 AT 4:00 P.M. (EASTERN TIME) You are required to file a response (and the supporting documentation required by Local Rule 4001-(d) to the attached motion at least five business days before the above hearing date. At the same time, you must also serve a copy of the response upon Movants attorney: F. Mark Bromley, AAG Wisconsin Department of Justice P. O. Box 7857 Madison, WI 53707-7857 The hearing date specified above may be a preliminary hearing or may be consolidated with the final hearing, as determined by the Court.

F. Mark Bromley, AAG Wisconsin Department of Justice Post Office Box 7857 Madison, WI 53707-7857 Telephone: 608-264-6201 Fax: 608-267-2223 bromleyfm@doj.state.wi.us

The attorneys for the parties shall confer with respect to the issues raised by the motion in advance for the purpose of determining whether a consent judgment may be entered and/or for the purpose of stipulating to relevant facts such as value of the property, and the extent and validity of any security instrument. Dated: October 19, 2011. J.B. VAN HOLLEN Attorney General /s/ F. Mark Bromley F. MARK BROMLEY Assistant Attorney General State Bar #1018353 Attorneys for State of Wisconsin

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC., et al. Debtors. Chapter: 11 Case No: 11-11795 (KG) Jointly Administered

ORDER GRANTING RELIEF FROM THE AUTOMATIC STAY AS TO STATE OF WISCONSIN PURSUANT TO 11 U.S.C. 362

Upon consideration of the Motion of the State of Wisconsin for Relief from the Automatic Stay Pursuant to 11 U.S.C. 362 (the Motion), as more fully set forth in the Motion, and after due deliberation and sufficient cause appearing therefore, IT IS HEREBY ORDERED that the Motion of the State of Wisconsin is hereby GRANTED and the automatic stay is hereby lifted to permit Movant to proceed with condemnation of the parcel of land described in the Motion. IT IS FURTHER ORDERED, that this Court shall retain jurisdiction over all matters arising from or related to the interpretation and implementation of this Order. BY THE COURT:

THE HONORABLE KEVIN GROSS United States Bankruptcy Judge