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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 Nos. 1356 and 1448 CERTIFICATION OF COUNSEL REGARDING PROPOSED SECOND (2ND) ORDER SUSTAINING, IN PART, DEBTORS FOURTH (4TH) OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 On November 28, 2011, the Debtors,2 by and through their undersigned counsel, filed with this Court the Debtors Fourth (4TH) Omnibus (Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 [Docket No. 1356] (the Objection). Thereafter, Madison Gas and Electric WI (the Respondent, and together with the Reorganized Debtors, the Parties) contacted the Reorganized Debtors with an informal response (the Response) regarding the Objection. Since the Reorganized Debtors receipt of the Response, the Reorganized Debtors have worked with the Respondent in an effort to the resolve the Response, and have done so through the proposed form of order attached hereto as Exhibit 1 (the Proposed Order).3 The

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. Reorganized Debtors and Debtors 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). Nothing in the Proposed Order is intended or shall be deemed to amend, modify or otherwise affect that certain Order Sustaining, In Part, Debtors Fourth (4TH) Omnibus (Substantive) Objection to Claims Pursuant to Section
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Reorganized Debtors submit that the Proposed Order is appropriate and consistent with the Objection, and that entry of the order is in the best interests of the Reorganized Debtors and the Debtors, their estates and creditors. The Respondent has 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 1, without further notice or a hearing. Dated: March 6, 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

502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 [Docket No. 1448] (the First Order), as the First Order shall remain in full force and effect.

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EXHIBIT 1 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 Nos. 1356, 1448 and ______

SECOND (2ND) ORDER SUSTAINING, IN PART, DEBTORS FOURTH (4TH) OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 Upon consideration of the Fourth (4th) Omnibus (Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 [Docket No. 1356] (the Objection)2 of the above-captioned debtors (collectively, the Debtors) for the entry of an order, pursuant to section 502(b) of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code), Rules 3003 and 3007 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 3007-1 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the Local Rules), reclassifying, in full or in part, as appropriate, each of the Disputed Claims; and it appearing that due and sufficient notice of the Objection has been given under the circumstances; and after due deliberation and upon the Courts determination that the relief requested in the Objection is in the best interests of the Debtors, their estates 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. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Objection.
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creditors and other parties in interest; and sufficient cause appearing for the relief requested in the Objection, it is hereby ORDERED, ADJUDGED AND DECREED that: 1. 2. The Objection is sustained to the extent provided for herein. Nothing in this Order is intended or shall be deemed to amend, modify or

otherwise affect that certain Order Sustaining, In Part, Debtors Fourth (4TH) Omnibus (Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 [Docket No. 1448] (the First Order), and the First Order shall remain in full force and effect. 3. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and

3007 and Local Rule 3007-1, Claim Number 1092 of Madison Gas and Electric WI shall be deemed to be an allowed (a) general unsecured claim in the amount of $5,330.60 and (b) administrative claim pursuant to section 503(b)(9) of the Bankruptcy Code in the amount of $5,330.60. 4. This Court shall retain jurisdiction over any and all affected parties with respect to

any and all matters, claims or rights arising from or related to the implementation or interpretation of this Order. Dated: Wilmington, Delaware March ____, 2012

____________________________________ Kevin Gross Chief United States Bankruptcy Judge

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