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.

Objection Deadline: February 10, 2012 at 4:00 p.m. (ET) Hearing Date: March 1, 2012 at 3:00 p.m. (ET)

REORGANIZED DEBTORS MOTION FOR AN ORDER, PURSUANT TO SECTION 105(a) OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 9006, AND ARTICLES III.B AND VII.L.1 OF THE DEBTORS SECOND AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, EXTENDING THE ADMINISTRATIVE CLAIMS OBJECTION DEADLINE AND THE CLAIMS OBJECTION DEADLINE UNDER THE PLAN AND THE CONFIRMATION ORDER Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors,2 by and through their undersigned counsel, respectfully submit this motion (the Motion) for entry of an order, pursuant to section 105(a) of chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code), Rule 9006 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Articles III.B and VII.L.1 of 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), extending the Administrative Claims Objection Deadline (as defined below) and the Claims Objection Deadline under the Plan and the Confirmation Order

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 defined herein shall have the meaning ascribed to such terms in the Plan (as hereinafter defined).
2

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(as defined below). In support of this Motion, the Reorganized Debtors respectfully represent as follows: Jurisdiction and Venue 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. 157

and 1334. This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. Venue of these cases and this Motion are proper in this District pursuant to

28 U.S.C. 1408 and 1409. 3. The statutory predicates for the relief requested herein are section 105(a)

of the Bankruptcy Code and Bankruptcy Rule 9006. General Factual Background 4. On June 13, 2011 (the Petition Date), each of the Debtors filed a

voluntary petition for relief under chapter 11 of the Bankruptcy Code, and each thereby commenced chapter 11 cases (collectively, the Chapter 11 Cases) in this Bankruptcy Court (the Court). No request has been made for the appointment of a trustee or examiner, and subsequent to the Petition Date, the Debtors continued to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On June 24, 2011, the Office of the United States Trustee for the District of Delaware (the U.S. Trustee) appointed an Official Committee of Unsecured Creditors (the Committee) in the Chapter 11 Cases. 5. On September 9, 2011, the Debtors filed the Debtors Second Amended

Disclosure Statement for Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 923] (including all exhibits thereto and as may be amended, modified or supplemented from time to time, the Disclosure Statement). That same

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day, the Court entered an order [Docket No. 935] approving the Disclosure Statement as containing adequate information within the meaning of section 1125 of the Bankruptcy Code. 6. On November 1, 2011, this Court entered an order [Docket No. 1287] (the

Confirmation Order) confirming the Plan pursuant to section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020. 7. No. 1370]. 8. Additional information about the Debtors businesses, the events leading The Effective Date of the Plan occurred on November 30, 2011 [Docket

up to the Petition Date, and the facts and circumstances surrounding the Debtors and the Chapter 11 Cases can be found in the Declaration of Joseph F. Trungale in Support of Debtors Chapter 11 Petitions and First Day Motions [Docket No. 19] filed on the Petition Date and incorporated by reference herein. Relevant Factual Background 9. Article III.B of the Plan provides that:

Unless a prior date has been established pursuant to the Bankruptcy Code, the Bankruptcy Rules or a prior order of the Court, the Confirmation Order will establish a bar date for filing notices, requests, Proofs of Claim, applications or motions for allowance of Administrative Claims (other than Professional Fee Claims, Ordinary Course Administrative Claims, DIP Financing Claims of the DIP Administrative Agent and the DIP Lenders, the post-Petition Date fees and expenses of the Restructuring Support Parties, the Senior Secured Notes Trustee, the Senior Secured Notes Collateral Agent and the Senior Notes Trustee), which date shall be the Administrative Claims Bar Date. Holders of Administrative Claims not paid prior to the Confirmation Date shall file with the Court and serve upon the Debtors or Reorganized Debtors, as applicable, a motion requesting payment of such Administrative Claim on or before the Administrative Claims Bar Date or forever be barred from doing so. The notice of entry of the Confirmation Order to be delivered pursuant to Bankruptcy Rules 3020(c) and 2002(f) will set forth the Administrative Claims Bar Date and constitute good and sufficient notice of the Administrative Claims

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Bar Date. The Reorganized Debtors shall have thirty (30) days (or such longer period as may be allowed by Final Order of the Court, which may be entered without notice or a hearing) following the Administrative Claims Bar Date to review and object to all Administrative Claims (other than those listed in the parenthetical above). Plan, at Art. III.B. Because the Effective Date of the Plan occurred on November 30, 2011, the Administrative Claims Bar Date was December 30, 2011; and therefore, the current deadline for the Reorganized Debtors under Article III.B of the Plan to review and object to all Administrative Claims (other than those listed in Article III.B of the Plan) (the Administrative Claims Objection Deadline) is January 30, 2012.3 10. Meanwhile, Article VII.L.1 of the Plan provides, in pertinent part, that:

Unless otherwise ordered by the Court, objections to, or other proceedings concerning the allowance of Claims shall be filed and served upon the holders of such Claims as to which the objection is made, or otherwise commenced, as the case may be, as soon as practicable, but in no event later than the Claims Objection Deadline. Objections to Professional Fee Claims shall be filed and served in accordance with Article III.C. Plan, at Art. VII.L.1. In turn, under Article I.A of the Plan, Claims Objection Deadline: means, as applicable (except for Administrative Claims and Professional Fee Claims): (a) the day that is the later of (i) the first business day that is sixty (60) days after the Effective Date, or (ii) as to Proofs of Claim filed after the applicable Bar Date, the first Business Day that is at least thirty (30) days after a Final Order is entered deeming the late filed claims to be treated as timely filed; or (b) such later date as may be established by the Court upon a motion by the Reorganized Debtors, without any further notice to other parties-ininterest.

Because January 29, 2012 is a Sunday, pursuant to Bankruptcy Rule 9006(a)(1), the Administrative Claims Objection Deadline automatically extends to the next business day, which is Monday, January 30th.

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Plan, at Art. I.A. In light of this, for Proofs of Claim filed on or before the applicable Bar Date, the current Claims Objection Deadline is January 30, 2012.4 Relief Requested 11. By this Motion, the Reorganized Debtors seek entry of an order, pursuant

to section 105(a) of the Bankruptcy Code, Bankruptcy Rule 9006 and Articles III.B and VII.L.1 of the Plan, extending the Administrative Claims Objection Deadline and the Claims Objection Deadline (together, the Reconciliation Deadlines) under the Plan and the Confirmation Order through and including April 30, 2012, without prejudice to the rights of the Reorganized Debtors and the Debtors and their estates to seek further extensions of the Reconciliation Deadlines. Basis for Relief Requested 12. Section 105(a) of the Bankruptcy Code provides that the court may issue

any order, process, or judgment that is necessary or appropriate to carry out the provisions of [the Bankruptcy Code]. 11 U.S.C. 105(a). 13. Bankruptcy Rule 9006(b) provides that the court may extend unexpired

time periods, such as the Reconciliation Deadlines, without notice: [W]hen an act is required or allowed to be done at or within a specified period by these rules or by a notice given thereunder or by order of court, the court for cause shown may at any time in its discretion with or without motion or notice order the period enlarged if the request therefor is made before the expiration of the period originally prescribed or as extended by a previous order. Fed. R. Bankr. P. 9006(b)(1). 14. Furthermore, under Articles I.A and III.B of the Plan, the Reconciliation

Deadlines may be extended without further notice.

As with the Administrative Claims Objection Deadline, because January 29, 2012 is a Sunday, pursuant to Bankruptcy Rule 9006(a)(1), the Claims Objection Deadline automatically extends to January 30th.

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15.

The Reorganized Debtors submit that extending the Reconciliation

Deadlines is necessary, prudent and in the best interests of the Reorganized Debtors and the Debtors, their estates and creditors. Given the size and national reach of the Debtors business operations, subsequent to the commencement of these Chapter 11 Cases, the Debtors management and professional advisors devoted a significant amount of effort towards ensuring a smooth transition of the Debtors operations into chapter 11. Furthermore, prior and subsequent to the Petition Date, the Debtors devoted a substantial amount of time, energy and resources toward negotiating the Restructuring Support Agreement, designed to mutually and consensually develop and agree upon the parameters of a reorganization program for the Debtors that would, among other things, delever their capital structure, and serve as a blueprint for an efficient and effective chapter 11 reorganization process. 16. In accordance with the Restructuring Support Agreement, after months of

the Debtors working closely with the Restructuring Support Parties and certain key creditor constituencies in these Chapter 11 Cases, including the Committee, on November 1, 2011, the Court entered the Confirmation Order. Thereafter, the Debtors, together with their professional advisors, devoted a significant amount of time, energy and resources to going effective under the Plan and dealing with a myriad of administrative issues related thereto, culminating in the occurrence of the Effective Date on November 30, 2011. 17. Prior and subsequent to the Effective Date, the Reorganized Debtors have

also focused on working diligently to review the Debtors books and records and analyze the proofs of claim filed in these Chapter 11 Cases against the Debtors estates. As a result of these efforts, the Reorganized Debtors have already made significant progress with respect to the claims reconciliation process in these Chapter 11 Cases, having filed, and successfully

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prosecuted, in part, eight (8) omnibus claims objections to date. At a minimum, the Reorganized Debtors also anticipate filing several additional omnibus claims objections shortly after the filing of this Motion. 18. However, while significant progress has been made to date, the

Reorganized Debtors nevertheless need additional time to properly and carefully evaluate all of the claims filed in these Chapter 11 Cases, and ensure the accuracy of the claims register. The Plan Administrator therefore submits that extending the Reconciliation Deadlines is necessary and appropriate to ensure that the claims reconciliation process, including the analysis and payment of any claims filed in these Chapter 11 Cases, and the prosecution of any objections thereto, is accurate, comprehensive and completed in a timely and efficient manner. 19. For these reasons, the Reorganized Debtors submit that extending the

Reconciliation Deadlines through and including April 30, 2012 is necessary, prudent and in the best interests of the Reorganized Debtors and the Debtors, their estates and creditors. Notice 20. The Reorganized Debtors will serve notice of this Motion upon: (i) the

U.S. Trustee; (ii) counsel to the Claims Administrator; (iii) counsel to the agent for the Debtors pre-petition Credit Facility and post-petition debtor-in-possession financing facility; (iv) counsel to the indenture trustee for the Senior Secured Notes; (v) counsel to the indenture trustee for the Senior Notes; (vi) counsel to the Restructuring Support Parties; and (vii) all parties that, as of the filing of this Motion, have requested notice in these Chapter 11 Cases pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested, the Reorganized Debtors submit that no other or further notice is necessary.

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No Prior Request 21. any other court. Conclusion WHEREFORE, the Reorganized Debtors respectfully request the Court to enter an order, substantially in the form attached hereto as Exhibit A, extending the Reconciliation Deadlines through and including April 30, 2012, and granting such other and further relief as this Court deems just and proper. Dated: January 27, 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) 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 THE REORGANIZED DEBTORS No prior motion for the relief requested herein has been made to this or

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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.
Objection Deadline: February 10, 2012 at 4:00 p.m. (ET) Hearing Date: March 1, 2012 at 3:00 p.m. (ET)

NOTICE OF REORGANIZED DEBTORS MOTION FOR AN ORDER, PURSUANT TO SECTION 105(a) OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 9006, AND ARTICLES III.B AND VII.L.1 OF THE DEBTORS SECOND AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, EXTENDING THE ADMINISTRATIVE CLAIMS OBJECTION DEADLINE AND THE CLAIMS OBJECTION DEADLINE UNDER THE PLAN AND THE CONFIRMATION ORDER TO: (I) THE U.S. TRUSTEE; (II) COUNSEL TO THE CLAIMS ADMINISTRATOR; (III) COUNSEL TO THE AGENT FOR THE DEBTORS PRE-PETITION CREDIT FACILITY AND POST-PETITION DEBTOR-INPOSSESSION FINANCING FACILITY; (IV) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR SECURED NOTES; (V) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR NOTES; (VI) COUNSEL TO THE RESTRUCTURING SUPPORT PARTIES; AND (VII) ALL PARTIES THAT, AS OF THE FILING OF THE MOTION, HAVE REQUESTED NOTICE IN THESE CHAPTER 11 CASES PURSUANT TO BANKRUPTCY RULE 2002.

PLEASE TAKE NOTICE Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors2 have filed the attached Reorganized Debtors Motion for an Order, Pursuant to Section 105(a) of the Bankruptcy Code, Bankruptcy Rule 9006, and Articles III.B and VII.L.1 of the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, Extending the Administrative Claims Objection Deadline and the Claims Objection Deadline Under the Plan and the Confirmation Order (the Motion).
1

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.
2

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PLEASE TAKE FURTHER NOTICE that any objections to the relief requested in the Motion must be filed on or before February 10, 2012 at 4:00 p.m. (ET) (the Objection Deadline) with the United States Bankruptcy Court for the District of Delaware, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801. At the same time, you must serve a copy of your objection upon the undersigned counsel to the Reorganized Debtors so as to be received on or before the Objection Deadline. PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE MOTION WILL BE HELD ON MARCH 1, 2012 AT 3:00 P.M. (ET) BEFORE THE HONORABLE KEVIN GROSS IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 6TH FLOOR, COURTROOM #3, WILMINGTON, DELAWARE 19801. PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE MOTION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED THEREIN WITHOUT FURTHER NOTICE OR A HEARING. Dated: January 27, 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) 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 THE REORGANIZED DEBTORS

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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, PURSUANT TO SECTION 105(a) OF THE BANKRUPTCY CODE, BANKRUPTCY RULE 9006, AND ARTICLES III.B AND VII.L.1 OF THE DEBTORS SECOND AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE, EXTENDING THE ADMINISTRATIVE CLAIMS OBJECTION DEADLINE AND THE CLAIMS OBJECTION DEADLINE UNDER THE PLAN AND THE CONFIRMATION ORDER Upon consideration of the Reorganized Debtors Motion for an Order, Pursuant to Section 105(a) of the Bankruptcy Code, Bankruptcy Rule 9006, and Articles III.B and VII.L.1 of the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, Extending the Administrative Claims Objection Deadline and the Claims Objection Deadline Under the Plan and the Confirmation Order (the Motion),2 the Court finds that: (i) it has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; (ii) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); (iii) the relief requested in the Motion is in the best interests of the Reorganized Debtors and the Debtors, their estates and creditors; (iv) notice of the Motion and the hearing thereon was sufficient under the circumstances; and (v) after due

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.
2

Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Motion.

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deliberation, good and sufficient cause exists for the relief requested in the Motion. Accordingly, it is hereby ORDERED, ADJUDGED AND DECREED that: 1. 2. The Motion is GRANTED. Pursuant to section 105(a) of the Bankruptcy Code, Bankruptcy Rule 9006

and Article III.B of the Plan, the Administrative Claims Objection Deadline under the Plan and the Confirmation Order is hereby enlarged and extended through and including April 30, 2012. 3. Pursuant to section 105(a) of the Bankruptcy Code, Bankruptcy Rule 9006

and Articles I.A and VII.L.1 of the Plan, the Claims Objection Deadline under the Plan and the Confirmation Order is hereby enlarged and extended through and including April 30, 2012, such that Article I.A of the Plan shall be deemed to read that Claims Objection Deadline means, as applicable (except for Administrative Claims and Professional Fee Claims): (a) the day that is the later of (i) April 30, 2012, or (ii) as to Proofs of Claim filed after the applicable Bar Date, the first Business Day that is at least thirty (30) days after a Final Order is entered deeming the late filed claims to be treated as timely filed; or (b) such later date as may be established by the Court upon a motion by the Reorganized Debtors, without any further notice to other parties-ininterest. 4. This Order shall be without prejudice to the rights of the Reorganized

Debtors and the Debtors and their estates to seek further extensions of the Administrative Claims Objection Deadline and the Claims Objection Deadline.

2
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5.

This Court shall retain jurisdiction with respect to any and all matters

arising from or related to the interpretation or implementation of this Order. Date: _______________, 2012 KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

3
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