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. 1135

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 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 this Court the Debtors Motion for an 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 to Such Leases, and (III) Fixing of Certain Cure Amounts for Such Leases [Docket No. 116] (the Assumption Procedures Motion). Thereafter, on July 11, 2011, this Court entered an order granting the relief requested in the Assumption

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.

01: 11542351.1

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Procedures Motion [Docket No. 181] (as modified, the Assumption Procedures Order),2 thereby establishing certain 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 On October 14, 2011, the Debtors filed that certain 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. 1135] (the Third Assumption Notice). In accordance with the Assumption Procedures Modification Order, the Debtors filed with the Court, and served on the 2002 List and the non-Debtor counterparties to the affected Assumed Leases, a redacted version of the Third Assumption Notice, and served on the Unredacted Assumption Notice Parties an unredacted version of the Third Assumption Notice. And consistent with Local Rule 9018-1(b), concurrently with the filing of this Certification of Counsel the Debtors have submitted to the Court, for ease of reference, an unredacted copy of the Third Assumption Notice in a prominently marked envelope. The Third Assumption Notice provided that if any party in interest objected to the assumption by the Debtors of an Assumed Lease (and any amendments and modifications to such Assumed Lease) identified on Exhibit A to the Third Assumption Notice or the Cure

Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Assumption Procedures Order and the Assumption Procedures Modification Order (as defined below), as appropriate. On September 14, 2011, this Court entered an order [Docket No. 962] (the Assumption Procedures Modification Order) 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.
3

2
01: 11542351.1 070242.1001

Amount with respect thereto, such party was required to file and serve a written objection no later than October 24, 2011 at 4:00 p.m. (prevailing Eastern Time) (the Objection Deadline). The Third Assumption Notice further provided that if no timely objection was filed and served with respect to a particular Assumed Lease (and any amendments and modifications to such Assumed Lease), the Debtors would be authorized to file with the Court a certification of counsel requesting the Court to enter a proposed order, substantially in the form annexed as Exhibit C to the Third Assumption Notice (the Proposed Order), with respect to such Assumed Lease (and any amendments and modifications thereto). Subsequent to the Debtors filing of the Third Assumption Notice, PK I Chino Town Square LP (the Respondent, and together with the Debtors, the Parties) filed a limited objection [Docket No. 1208] (the Limited Objection) to the Third Assumption Notice. Prior to the Objection Deadline, no other objections or responses were received by the Debtors to the Third Assumption Notice. Since the Debtors receipt of the Limited Objection, the Debtors have worked with the Respondent in an effort to resolve the Limited Objection and have done so through certain modifications to the Proposed Order. In light of this, attached hereto as Exhibit 1 is a revised Proposed Order (the Revised Proposed Order), together with Exhibit A thereto.4 The Debtors believe that notice of the relief requested in the Third Assumption Notice was appropriate and sufficient under the circumstances and consistent with the Assumption Procedures Order and the Assumption Procedures Modification Order. The Debtors further submit that the Revised Proposed Order is appropriate and consistent with the Third Assumption Notice, and that entry of the order is in the best interests of the Debtors, their estates and creditors. The Respondent has consented to the entry of the Revised Proposed Order.
4

For ease of reference, attached hereto as Exhibit 2 is a copy of the Revised Proposed Order marked against the Proposed Order (the Blackline). There have been no modifications to Exhibit A to the Revised Proposed Order.

3
01: 11542351.1 070242.1001

Accordingly, the Debtors respectfully request the Court to enter the Revised Proposed Order, attached hereto as Exhibit 1, without further notice or a hearing. Dated: October 26, 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 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

4
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EXHIBIT 1 Revised Proposed Order

01: 11542351.1

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, 1135, 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. 1135] (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

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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 the Debtors having resolved the limited objection [Docket No. 1208] of PK I Chino Town Square LP (PK I) to the assumption of the Assumed Lease by and between the Debtors and PK I identified on Exhibit A hereto (as may be amended, modified or supplemented from time to time, the PK I Lease); and no other timely objections having been filed to the assumption of the 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
2

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

2
YCST01:11340211.1 070242.1001

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 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 that may be construed to the contrary in this Order and

the Assumption Notice, solely with respect to the PK I Lease, the Debtors shall: (i) remain obligated to perform in accordance with the terms, conditions and provisions of the PK I Lease, including, without limitation, to satisfy any obligations which have accrued under the terms, conditions and provisions of the PK I Lease as of the entry of this Order but are not yet billed or

3
YCST01:11340211.1 070242.1001

due under the terms, conditions and provisions of the PK I Lease, including, but not limited to, (a) any adjustments or reconciliations (including any year-end adjustments or reconciliations) provided for under the terms, conditions and provisions of the PK I Lease in respect of common area maintenance, insurance, taxes, and other charges and expenses that are to be paid under the terms, conditions and provisions of the PK I Lease, (b) any unbilled percentage rent (if applicable) provided for under the terms, conditions and provisions of the PK I Lease that is due and owing from the Debtors to PK I under the terms, conditions and provisions of the PK I Lease for the year in which this Order is entered, and (c) any indemnification obligations provided for under the terms, conditions and provisions of the PK I Lease; and (ii) remain liable for any postpetition amounts due and owing from the Debtors to PK I under the terms, conditions and provisions of the PK I Lease from and after the date of entry of this Order, and any unpaid postpetition amounts due and owing from the Debtors to PK I under the terms, conditions and provisions of the PK I Lease from the period from and after entry of this Order shall be paid by the Debtors to PK I, in addition to the cure amount of $2,333.33 for the PK I Lease provided for on Exhibit A to this Order and hereby consented to by PK I, in connection with the Debtors assumption of the PK I Lease, with such post-petition amounts to be paid by the Debtors to PK I on the timeframes and in the manner set forth in the terms, conditions and provisions of the PK I Lease; provided, however, that nothing included in or omitted from this Order and the Assumption Notice (i) is intended as or shall be deemed to be an amendment or modification of the terms, conditions and provisions of the PK I Lease other than any amendment or modification expressly agreed to by the Debtors and PK I under the terms, conditions and provisions of the PK I Lease (including, for the avoidance of doubt, that certain Third Amendment to Lease dated October 12, 2011, identified on Exhibit A to this Order) or (ii) shall

4
YCST01:11340211.1 070242.1001

impair, prejudice, waive or otherwise affect any rights, claims, counterclaims and defenses that the Debtors and their estates, on the one hand, and PK I, on the other hand, may have under the terms, conditions and provisions of the PK I Lease with respect to such matters, as any and all such rights, claims, counterclaims and defenses shall be reserved and preserved. 4. 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. 5. The Debtors are authorized to take any action necessary to implement the terms of

this Order without further order from this Court. 6. Notwithstanding any applicability of Bankruptcy Rules 6004, 6006 and 7062, this

Order shall be effective and enforceable immediately upon its entry. 7. Leases. 8. 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

5
YCST01:11340211.1 070242.1001

EXHIBIT A

YCST01:11340211.1

070242.1001

EXHIBIT A ASSUMED LEASE AMENDMENT TO ASSUMED LEASE Second Amendment to Master Lease Agreement executed October 11, 2011, effective October 1, 2011 CURE AMOUNT $ 3,194.99

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

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

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

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

01: 11518632.2

070242.1001

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

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

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

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.

2
070242.1001

01: 11518632.2

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE Second Amendment to Master Lease Agreement executed October 11, 2011, effective October 1, 2011 $ 2,878.44

CURE AMOUNT

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 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

3
070242.1001

01: 11518632.2

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

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: 11518632.2

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE Second Amendment to Master Lease Agreement executed October 11, 2011, effective October 1, 2011 $1,123.33

CURE AMOUNT

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

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: 11518632.2

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE Second Amendment to Lease Agreement executed October 11, 2011, effective October 1, 2011. $ 251.67

CURE AMOUNT

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

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: 11518632.2

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE Third Amendment to Lease Agreement executed October 7, 2011, effective July 1, 2011 $650.00

CURE AMOUNT

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

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: 11518632.2

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE Third Amendment to Lease dated October 12, 2011 $2,333.33

CURE AMOUNT

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

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. Fifth Amendment to Lease executed October 6, 2011, effective June 1, 2011 $696.30

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.

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.

8
070242.1001

01: 11518632.2

ASSUMED LEASE

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

CURE AMOUNT

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

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

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.

9
070242.1001

01: 11518632.2

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE Second Amendment to Lease executed October 11, 2011, effective October 1, 2011 $0.00

CURE AMOUNT

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

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

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.

10
070242.1001

01: 11518632.2

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE Second Amendment to Lease executed October 13, 2011, effective November 1, 2011 $0.00

CURE AMOUNT

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

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.

11
070242.1001

01: 11518632.2

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE $38,198.81

CURE AMOUNT

Standard Commercial lease dated January 18, 1988, as amended by the First, Second, Third Fourth Amendment to Standard Commercial lease dated October 13, and Fourth Modification and Ratification of Lease dated May 17, 1988, December 21, 2011 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.

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. First Amendment to Sublease dated August 30, 2011 $6,822.36

Sublease Agreement dated May 2007.

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.

12
070242.1001

01: 11518632.2

EXHIBIT 2 Blackline

01: 11542351.1

070242.1001

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.,1 et al., Debtors. Ref. Docket Nos. 116, 181, 833, 962962, 1135, 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. ___1135] (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
1

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

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.

YCST01:11340211.1

070242.1001

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. 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 nothe Debtors having resolved the objection of PK I Chino Town Square LP (PK I) to the assumption of the Assumed Lease by and between the Debtors and PK I identified on Exhibit A hereto (as may be amended, modified or supplemented from time to time, the PK I Lease); and no other timely objections having been filed to the assumption of suchthe 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:

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

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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 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 that may be construed to the contrary in this Order and

the Assumption Notice, solely with respect to the PK I Lease, the Debtors shall: (i) remain obligated to perform in accordance with the terms, conditions and provisions of the PK I Lease,

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including, without limitation, to satisfy any obligations which have accrued under the terms, conditions and provisions of the PK I Lease as of the entry of this Order but are not yet billed or due under the terms, conditions and provisions of the PK I Lease, including, but not limited to, (a) any adjustments or reconciliations (including any year-end adjustments or reconciliations) provided for under the terms, conditions and provisions of the PK I Lease in respect of common area maintenance, insurance, taxes, and other charges and expenses that are to be paid under the terms, conditions and provisions of the PK I Lease, (b) any unbilled percentage rent (if applicable) provided for under the terms, conditions and provisions of the PK I Lease that is due and owing from the Debtors to PK I under the terms, conditions and provisions of the PK I Lease for the year in which this Order is entered, and (c) any indemnification obligations provided for under the terms, conditions and provisions of the PK I Lease; and (ii) remain liable for any post-petition amounts due and owing from the Debtors to PK I under the terms, conditions and provisions of the PK I Lease from and after the date of entry of this Order, and any unpaid post-petition amounts due and owing from the Debtors to PK I under the terms, conditions and provisions of the PK I Lease from the period from and after entry of this Order shall be paid by the Debtors to PK I, in addition to the cure amount of $2,333.33 for the PK I Lease provided for on Exhibit A to this Order and hereby consented to by PK I, in connection with the Debtors assumption of the PK I Lease, with such post-petition amounts to be paid by the Debtors to PK I on the timeframes and in the manner set forth in the terms, conditions and provisions of the PK I Lease; provided, however, that nothing included in or omitted from this Order and the Assumption Notice (i) is intended as or shall be deemed to be an amendment or modification of the terms, conditions and provisions of the PK I Lease other than any amendment or modification expressly agreed to by the Debtors and PK I under the terms, conditions and

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provisions of the PK I Lease (including, for the avoidance of doubt, that certain Third Amendment to Lease dated October 12, 2011, identified on Exhibit A to this Order) or (ii) shall impair, prejudice, waive or otherwise affect any rights, claims, counterclaims and defenses that the Debtors and their estates, on the one hand, and PK I, on the other hand, may have under the terms, conditions and provisions of the PK I Lease with respect to such matters, as any and all such rights, claims, counterclaims and defenses shall be reserved and preserved. 4. 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. 5. 4. The Debtors are authorized to take any action necessary to implement the terms

of this Order without further order from this Court. 6. 5. Notwithstanding any applicability of Bankruptcy Rules 6004, 6006 and 7062,

this Order shall be effective and enforceable immediately upon its entry. 7. 6. This Order shall be deemed a separate Order with respect to each of the

Assumed Leases. 8. 7. This Court shall retain jurisdiction with respect to all matters arising from or

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

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EXHIBIT A

YCST01:11340211.1

070242.1001