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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PERKINS & MARIE CALLENDER'S INC., et a1., 1 Debtors.

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


Hearing Date: October 25, 2011 at 1:00 p.m. (ET) Objection Deadline: October 18, 2011 at 4:00 p.m. (ET)

MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO DISALLOW CERTAIN PROOFS OF CLAIM SOLELY FOR PURPOSES OF VOTING ON THE DEBTORS' SECOND AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE The Official Committee of Unsecured Creditors (the "Committee") of Perkins & Marie Callender's Inc. ("PMCI") and its affiliated debtors (collectively, and together with PMCI, the "Debtors"), by and through its undersigned counsel, submits this motion (the "Motion") to disallow, solely for purposes of voting to accept or reject the Debtors' Second Amended Joint
Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [D.I. 922] (as amended,

modified or supplemented, the "Proposed Plan"), claims asserted against the Debtors pursuant to: (i) proofs of claim nos. 1485, 1487, 1489, 1493 filed by Castle Harlan, Inc. ("Castle Harlan"); (ii) proof of claim no. 1495 filed by P&MC's Holding LLC ("Castle Harlan Holding"); and (iii) proof of claim no. 1754 filed by Omega Trust (collectively, (i), (ii), and (iii) are the "Disputed Claims"). In support thereof, the Committee respectfully represents as follows:

1 The Debtors, together with the last four digits of each Debtor's federal tax identification number are: Perkins & Marie Callender's Inc. (4388); Perkins & Marie Callender's Holding Inc. (3999); Perkins & Marie Callender's 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

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PRELIMINARY STATEMENT

1.

In its capacity as a fiduciary for unsecured creditors of the Debtors' estates, the

Committee has undertaken a preliminary investigation into: (i) proofs of claim filed by Castle Harlan, the Debtors' prepetition equity sponsor, and Castle Harlan Holding, a non-debtor controlled directly or indirectly by Castle Harlan; and (ii) a proof of claim filed by Omega Trust based on a profit-sharing agreement entered into thirty-five years ago by the Debtors' predecessors. None of these purported claims, however, assert anything more than common equity interests. 2. For example, more than $12 million of purported "management fees" owed to

Castle Harlan are based on an annual "fee" equal to 3% of any equity contributions made by Castle Harlan to the Debtors. Self-evidently, this annual "fee" is simply an annual return on an equity investment, and should not be treated as a claim. Additionally, a substantial portion of other management fee claims were incurred outside of the applicable statute of limitations and are not recoverable. 3. Similarly, Omega Trust has asserted a claim for more than $50 million based on

its purported entitlement to a fixed percentage of sales of the Debtors' restaurants in a specified territory, in perpetuity. Such a right is tied directly to the success or failure of the Debtors' business and, accordingly, is properly characterized as an equity interest, not a claim. Not only does Omega Trust improperly assert that it has a claim in these proceedings, but it also grossly inflates the amount of the purported claim. Specifically, Omega Trust asserts that the present value of the future cash flows under the profit sharing agreement should be discounted using the thirty-year treasury rate. As aptly demonstrated by the filing of these bankruptcy proceedings, the risk in receiving cash flows from the Debtors' business in perpetuity is not even remotely comparable to the risk of debt backed by the full faith and credit of the United States
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government. Instead, using a realistic discount rate reduces the present value of any cash flow under the profit sharing agreement by approximately 90% from the amount asserted by Omega Trust. 4. By this Motion, the Committee seeks to preclude parties that are not entitled to

vote (Castle Harlan, Castle Harlan Holding, and Omega Trust) from voting on the Proposed Plan. Accordingly, the Committee requests the Court to enter the proposed order attached hereto as Exhibit A (the "Proposed Order") disallowing the Disputed Claims in their entirety solely for purposes of voting on the Proposed Plan. JURISDICTION AND VENUE 5. This Court has subject matter jurisdiction to consider this Motion pursuant to 28

U.S.C. 157 and 1334. This Motion is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper in this Court pursuant to 28 U.S.C. 1408 and 1409. 6. This Motion is predicated on section 105(a) of title 11 of the United States Code, (the "Bankruptcy Code"), Rule 3018 of the Federal Rules of

11 U.S.C. 101 et

Bankruptcy Procedure (the "Bankruptcy Rules"), and paragraph 4 of the Order Granting the Motion of the Official Committee of Unsecured Creditors for Authority to Commence Certain Actions on Behalf of and for the Benefit of the Debtors' Estates [DJ. 1057]. PROCEDURAL BACKGROUND 7. On June 13, 2011 (the "Petition Date"), each of the Debtors filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code. Pursuant to Bankruptcy Code sections 1107 and 1108, the Debtors continue in the management and operation of their businesses and properties as debtors in possession. The Debtors' chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). No trustee or examiner has been appointed in these cases.
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8.

On June 24, 2011, 2 the Office of the United States Trustee appointed the

Committee and designated the following seven members to serve on the Committee: (i) The Coca-Cola Company, (ii) Wilmington Trust Company, (iii) Standard General Master Fund LP, 3 (iv)NewsAmrcaMkting,(v)LuFmlyTrstiNohgaeSn,LPd(vi)Mr. Benjamin Monroy. 9. 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 day, the Court entered an order approving the Disclosure Statement [D.I. 935] (the
"Disclosure Statement Order"). Pursuant to the Disclosure Statement Order, the Court also

established certain procedures for the solicitation of votes to accept or reject the Plan, and set October 31, 2011 at 10:00 a.m. (ET) as the date and time for a hearing on confirmation of the Plan. 10. On September 28, 2011, the Court entered the Order Granting the Motion of the

Official Committee of Unsecured Creditors for Authority to Commence Certain Actions on Behalf of and for the Benefit of the Debtors' Estates [D.I. 1057] (the "Derivative Standing Order"), whereby the Court authorized the Committee to object to the Disputed Claims solely for

purposes of voting on the Plan by filing this Motion with the Court no later than October 3, 2011.

The Office of the United States Trustee revised the notice of the appointment of the Committee on June 28, 2011 [D.I. 127]. September 16, 2011, Standard General Master Fund LP resigned from the Committee.

3 0n

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GROUNDS FOR RELIEF REQUESTED 11. By this Motion, the Committee objects to the Disputed Claims solely for voting

purposes to ensure that only holders of claims, as opposed to equity interests, are permitted to vote on the Proposed Plan. 12. Rule 3018(a) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy

Rules") provides that "the court after notice and hearing may temporarily allow the claim or
interest in an amount which the court deems proper for the purpose of accepting or rejecting a plan." The statutory predicate to Bankruptcy Rule 3018(a) is Bankruptcy Code section 502(c), which allows for the estimation of "any contingent or unliquidated claim, the fixing or liquidation of which . . . would unduly delay the administration of the estate." Neither the Bankruptcy Code nor the Bankruptcy Rules prescribe any method for estimating a claim, and it is therefore within the reasonable discretion of the Court. See, e.g., Bitter v. Borne Chem. Co.,

Inc., 691 F.2d 134, 136 n.3 (3d Cir. 1982); In re Hydrox Chemical Co., 194 B.R. 617, 623 (Bankr. N.D. Ill. 1996) ("The temporary allowance of a claim for voting purposes is committed to this Court's reasonable discretion . . . 13. The shifting burdens of proof under a Bankruptcy Rule 3018(a) motion are

identical to any other type of claim objection. See In re FRG, Inc., 121 B.R. 451, 456 (Bankr. E.D. Pa. 1990). Initially, the claimant must allege facts sufficient to support the claim, and a proof of claim filed in accordance with the Bankruptcy Rules is prima facie evidence of the claim. FED. R. BANKR. P. 3001(f); In re Allegheny Int'l, Inc., 954 F.3d 167, 173 (3d Cir. 1992). Any party-in-interest that objects to the claim must produce evidence which, if believed, would refute at least one of the allegations that is essential to the claim's legal sufficiency. If the objector produces sufficient evidence to negate one or more facts of the proof of claim necessary

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for the claim, the burden reverts to the claimant to prove the validity of the claim by a preponderance of the evidence. In re Allegheny, 954 F.3d at 173-74. The burden of persuasion, however, always remains on the claimant. Id.
THE DISPUTED CLAIMS
Castle Harlan

14.

Castle Harlan, together with its affiliates, indirectly holds substantially all of the

equity interest in debtor Perkins & Marie Callender's Holding Inc., which is the holding company that wholly owns PMCI, the Debtors' principal operating entity and the primary obligor on the Debtors' prepetition senior secured working capital facility and secured and unsecured bond debt. 15. Castle Harlan filed proofs of claim nos. 1487 and 1489 (together, the "1999

Management Fee Claims") asserting claims for $3,832,000.00 in management fees for the period of 2004 to 2006 purportedly due under a Management Agreement dated November 12, 1999 (the "1999 Management Agreement"). 16. Additionally, Castle Harlan filed proofs of claim nos. 1485 and 1493 (together,

the "2005 Management Fee Claims" and, together with the 1999 Management Fee Claims, the "Management Fee Claims") asserting claims for $12,444,106.86 in management fees for the period of 2008 to 2011 purportedly due under a Management Agreement dated September 21, 2005 (the "2005 Management Agreement" and, together with the 1999 Management Agreement, the "Management Agreements").

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17.

As set forth more fully below, the Management Fee Claims are not claims, but

equity interests. Additionally, a substantial portion of the 1999 Management Fee Claims fall outside of the applicable six-year statute of limitations and, accordingly, must be disallowed.
Omega Trust

18.

Omega Trust filed proof of claim no. 1754 (the "Omega Trust Claim") against

PMCI in the amount of $55,053,953.27 based on an agreement dated February 1, 1977 (the "Omega Profit Sharing Agreement") whereby PMCI (as successor to Perkins 'Cake and Steak, Inc.) purportedly agreed to pay Omega Trust two percent (2%) of gross sales, in perpetuity, of all franchised restaurants in the states of Wisconsin and Iowa. 19. The Omega Trust Claim asserts a claim for $280,439.00 for unpaid prepetition

amounts, a claim for $54,106,850.27 for the purported present value as of the Petition Date of future payments under the Omega Profit Sharing Agreement (the "Future Claim Amount"), and an administrative claim for $666,664.00 for payments purportedly due from the Petition Date to the anticipated confirmation date of October 31, 2011. 20. As set forth more fully below, the entirety of the Omega Trust Claim should be

disallowed because it is not a claim, but an equity interest. The Omega Trust Claim must also be disallowed pursuant to section 502(d) of the Bankruptcy Code because Omega Trust received prepetition payments that are avoidable as constructive fraudulent transfers. Even if the Omega Trust Claim constituted a claim and Omega Trust returned the avoidable payments, the amount asserted is artificially inflated. Specifically, the Future Claim Amount calculation was premised on an artificially low discount rate, causing the Omega Trust Claim to be overstated by nearly $50 million.

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Castle Harlan Holding

21. 22.

Castle Harlan, together with its affiliates, owns 100% of Castle Harlan Holding. Castle Harlan Holding filed proof of claim no. 1486 (the "Director Fee Claim")

against PMCI for $264,423.02 in purportedly accrued and unpaid board of director fees. The Director Fee Claim, however, included no documentation to support any claim by Castle Harlan Holding.
OBJECTIONS TO THE DISPUTED CLAIMS

I.

THE DISPUTED CLAIMS DO NOT ASSERT VALID CLAIMS, BUT ARE INSTEAD EQUITY INTERESTS 23. The distinction between debt claims and equity interests goes to the heart of

modern bankruptcy reorganization. On the one hand, the Bankruptcy Code defines a "claim" to include: (A) right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured . . . 11 U.S.C. 101(5). "Debt," in turn, is defined as a "liability on a claim." 11 U.S.C. 101(12);
see also Pa. Dept. of Pub. Welfare v. Davenport, 495 U.S. 552, 558 (1990) ("This definition

reveals Congress' intent that the meanings of 'debt' and 'claim' be coextensive."). On the other hand, an "interest" is not defined in the Bankruptcy Code, but is universally understood to mean an equity interest in the debtor. See Carrieri v. Jobs.com Inc., 393 F.3d 508, 521 (5th Cir. 2004). 24. Although the cornerstone of the definition of a claim is the "right to payment,"

focusing solely on an apparent right to payment is misguided. Notably, equity interests often provide for a right to payment, and a claim clearly does not include a right to payment based on an equity interest. See, e.g., Citicorp Real Estate, Inc. v. PWA, Inc. (In re Georgetown Bldg.
Assocs., Ltd. P'ship), 240 B.R. 124, 139 (Bankr. D.D.C. 1999) ("Although 11 U.S.C. 101(5)
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and 101(12) define 'claim' as a right to payment and 'debt' as liability on a claim, these definitions obviously do not include a right to payment based on an equity security or other interest in the debtor."). 25. Courts apply various multi-factor tests in "recharacterization" inquiries to assess

whether the subject right is a debt or an equity interest. See, e.g., Bayer Corp. v. MoscoTech,
Inc. (In re Autostyle Plastics, Inc.) 269 F.3d 726, 749-50 (6th Cir. 2001) (utilizing an eleven

factor test); Estate of Mixon v. United States, 464 F.2d 394, 402 (5th Cir. 1972) (using a thirteen factor test). However, the term "recharacterization" is somewhat misleading.
See Coehn v. KB

Mezzanine Fund II, L.P. (In re Submicron Systems Corp.), 432 F.3d 448, 444-45, n.7 (3d Cir.

2006) (citing In re Georgetown Bldg. Assocs., 240 B.R. at 137 ("The debt-versus-equity inquiry is not an exercise in recharacterizing a claim, but of characterizing the advance's true character.") (emphasis in original)). The focus of a recharacterization analysis is whether a debt actually exists. See Official Comm. Of Unsecured Creditors v. Highland Capital Mgmt., L.P. (In
re Broadstripe, LLC), 444 B.R. 51, 95 (Bankr. D. Del. 2010) (citing In re Autostyle Plastics, 269

F.3d at 748). 26. The Third Circuit has held that the various recharacterization tests adopted in

other circuits include pertinent factors, but "[n]o mechanic scorecard suffices." In re Submicron
Systems Corp., 432 F.3d at 456; see also In re Broadstripe LLC, 444 B.R. at 95 ("[T]he Court

must not allow a multi-factor test to obscure the relevant factual and legal analysis."). Instead, the overarching inquiry focuses on what may be inferred from the relevant contracts, the parties' actions, and the economic reality of the surrounding circumstances. In re Submicron Systems
Corp., 432 F.3d at 455-56.

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A. 27.

The Castle Harlan Management Fee Claims Are Properly Characterized As Equity Interests The 2005 Management Agreement, under which Castle Harlan claims it is owed

more than $12 million, provides that Castle Harlan's "initial management fee" shall be an annual amount "equal to 3% of the aggregate equity contributions made by the members of the Castle Harlan Group to the Companies and their subsidiaries." Self-evidently, this annual "fee" is simply an annual return on an equity investment and, accordingly, is not a claim, but rather an equity interest. Further, the purported fee, on its face, has no correlation to the amount of any services or other value provided to the Debtors by Castle Harlan. Perhaps the best evidence of the absence of correlation between the management fee and any value provided to the Debtors is the fact that the 2005 Management Agreement imposes an additional management fee, the "Subsequent Annual Fee," based on 3% of any future equity investments made by Castle Harlan, regardless of whether Castle Harlan was to provide any additional services. Similarly, the fixed fees purportedly due under the 1999 Management Agreement appear to have no correlation to the services purportedly provided by Castle Harlan, but instead also appear to be a fixed return on investment. 28. Based on the 2005 Management Agreement Claim, it appears that Castle Harlan

did not collect any "management fees" under the 2005 Management Agreement since 2008. Similarly, the 1999 Management Fee Claims include claims for management fees that were purportedly incurred and unpaid for 2004 to 2006. 4 Instead, the fees purportedly accrued, which strongly suggests that Castle Harlan had no reasonable expectation of payment.
Cf. In re

Even if the 1999 Management Fee Claims were considered claims, all unpaid management fees for 2004 and part or all of the unpaid management fees for 2005 fall outside of the applicable six-year statute of limitations. N.Y. C.P.L.R. 213(2); see also Swift v. N.Y. Med. Coll., 25 A.D. 3d 686, 687 (N.Y. App. Div. 2006) ("Where, as here, the claim is for payment of a sum of money allegedly owed pursuant to a contract, the cause of action accrues when the plaintiff 'possesses a legal right to demand payment.'") (citation omitted).
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Broadstripe, LLC, 444 B.R. at 97 ("The absence of a fixed maturity date and a fixed obligation

to repay is an indication that the advances were capital contributions and not loans."). 29. Additionally, the Debtors were insolvent or otherwise financially impaired at the

time at least some of the purported management fees were incurred. As set forth above, the management fees had no correlation to the amount of services to be provided to the Debtors and, as a result, the Debtors did not receive reasonably equivalent value or fair consideration in exchange for the Debtors' purported obligations. Accordingly, any obligations under the management agreements incurred when the Debtors were insolvent or otherwise financially impaired are avoidable. 11 U.S.C. 544(b), 548(a)(1)(B); N.Y. DEBT. & CRED. LAW 27375. B. 30.
The Omega Profit Sharing Agreement Provides An Equity Interest, Not A Claim.

Pursuant to the Omega Profit Sharing Agreement, PMCI purportedly agreed to

pay Omega Trust a fixed percent of sales, in perpetuity, of all franchised restaurants in the states of Wisconsin and Iowa. The royalty rate under the Omega Profit Sharing Agreement was either 1 1/2 % or 2%, depending on when the subject restaurant opened. The Omega Profit Sharing Agreement is simply that, an agreement by which Omega Trust is entitled to share in the profits of PMCI. 31. In a nearly identical case, the United States Court of Appeals for the Fifth Circuit

recently held that such a royalty arrangement did not give rise to a claim, but an equity interest.
Grossman v. Lothian Oil Inc. (In re Lothian Oil Inc.), 2011 WL 3473354 (5th Cir. Aug. 9, 2011).

In Lothian Oil, the purported claimant made two loans to the debtor in exchange for a one percent (1%) royalty of the gross production of certain oil and gas properties and an agreement that the loans would be repaid from the proceeds of equity placements. The Fifth Circuit affirmed the Bankruptcy Court's holding that the royalties provided for "common equity
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11

interests at best." Id. at *1, *4. Specifically, the Bankruptcy Court based its ruling on the fact that the claimant would be paid from royalties and equity placements, as well as the lack of a specified interest rate, term of repayment, and maturity date. As stated by the Fifth Circuit: The main factor behind this ruling was the inclusion of a royalty payment, which depended on the success of Lothian's business, instead of a prescribed interest rate.
Id. at *4.

32.

In this case, Omega Trust did not even advance monies to the Debtor with the

anticipation of repayment. Instead, Omega Trust simply obtained a royalty on restaurants within a specified territory in exchange for assigning to PMCI certain development rights to those territories. As the Fifth Circuit found in Lothian Oil, the royalty payments to Omega Trust depended entirely on the success of the Debtors' business and, accordingly, are properly characterized as equity interests.
See also In re Broadstripe, LLC, 444 B.R. at 97 ("If the

expectation of repayment depends solely on the success of the borrower's business, the transaction has the appearance of a capital contribution."); In re Autostyle Plastics, 269 F.3d at 750 ("The absence of a fixed maturity date and a fixed obligation to repay is an indication that the advances were capital contributions and not loans."). Tellingly, if the Debtors were to liquidate or close all stores in the territory, the Omega Profit Sharing Agreement would not provide Omega Trust with any "right to payment." II. THE OMEGA TRUST CLAIM MUST ALSO BE DISALLOWED PURSUANT TO BANKRUPTCY CODE SECTION 502(d). 33. According to the Omega Trust Claim, Omega Trust received approximately $2

million per year in each of the five calendar years prior to the Petition Date. Specifically, the Omega Trust Claim states that Omega Trust received:

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12

Year 2010 2009 2008 2007 2006


Total: Average:

Royalty Payment $1,855,631.46 $1,933,270.58 $2,023,975.00 $2,130,585.47 $2,066,304.79


$10,009,767.30 $2,001,953.46

The Debtors, however, did not receive any value, much less reasonably equivalent value, in exchange for the payments. Additionally, the Debtors were insolvent or otherwise financially impaired at the time at least some of the royalty payments were made. Accordingly, all royalty payments made to Omega Trust when the Debtors were insolvent or otherwise financially impaired are avoidable. 11 U.S.C. 544(b), 548(a)(1)(B); MINN. STAT. ANN. 513.44. 5 PursantoBankruptcyCodesction502(d),theOmegaTrustClaim ustbedisalowedunles and until the avoidable payments are returned to the Debtors. III. THE AMOUNT OF THE PURPORTED OMEGA TRUST CLAIM IS GROSSLY INFLATED. 34. Lastly, even if the Omega Trust Claim was determined to be a debt and Omega

Trust was to return the avoidable payments, the Omega Trust Claim is nevertheless grossly overstated. The Omega Trust Claim is calculated using the average royalty payment for the previous five years divided by the then-current thirty-year treasury rate of 3.7%, yielding a purported present value of $54,106,850.27 for the expected future cash flows. It is fundamental to calculating the present value of a cash flow that the risk in achieving the cash flow be properly reflected in the discount rate. Clearly, the risk in obtaining royalty payments in perpetuity from franchised restaurants is much greater than the risk of investing in debt obligations backed by the full faith and credit of the United States government. Indeed, the ability of Omega Trust to

The Omega Profit Sharing Agreement is governed by the laws of the State of Minnesota.

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13

receive royalty payments is akin to recovery of equity investments and the risk should thus be commensurate to the risk of equity holders, which results in a maximum present value of the future cash flows of approximately $5 million. 6 IV. THE CASTLE HARLAN HOLDING CLAIM FAILS TO ESTABLISH A VALID CLAIM AGAINST THE DEBTORS. 35. With respect to the Director Fee Claim, the proof of claim fails to provide prima

facie evidence of a valid claim by Castle Harlan Holding against the Debtors. The Director Fee

Claim simply attaches a schedule of amounts purportedly due to individual directors for 2010 and 2011, but provides no documentation or other information as to whether any claims of the individual directors were assigned to Castle Harlan Holding, or any other basis for Castle Harlan Holding to assert the claims. 7 See FED. R. BANKR. P. 3001(c) ("When a claim . . . is based on a writing, the original or duplicate shall be filed with the proof of claim."). Accordingly, the Director Fee Claim should be disallowed. RESERVATION OF RIGHTS 36. In accordance with paragraph 4 of the Derivative Standing Order, the Committee

is objecting to the Claims solely for purposes of voting to accept or reject the Plan, and none of the filing of this Motion, any evidence presented at any hearing on this Motion, nor a ruling by the Court on this Motion shall affect any right or ability of the Committee, the Debtors, the Reorganized Debtors, or any party in interest in these chapter 11 cases to later object to any of the Disputed Claims for any other purposes, including, without limitation, distribution under the Proposed Plan.
6 The Committee will present evidence regarding the proper calculation of the present value of any future cash flows under the Omega Profit Sharing Agreement, including the proper discount rate, at any evidentiary hearing on this Motion. 7 To the extent that Castle Holding may amend the Director Fee Claim to provide further documentation, the Director Fee Claim may nevertheless be objectionable on the basis that the amounts purportedly owed to Castle Harlan are fixed returns on equity investments and are properly characterized as equity interests, not claims. The Committee reserves all remedies in this regard.

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NO PRIOR REQUEST

37. court.

No prior request for the relief sought herein has been made to this or any other

NOTICE

38.

Notice of this Motion has been delivered to (i) the U.S. Trustee; (ii) counsel to the

Debtors; (iii) counsel to Castle Harlan, Inc.; (iv) counsel to Omega Trust; (v) counsel to Wells Fargo Capital Finance, LLC, the administrative agent for the Debtors' prepetition secured credit facility and post-petition debtor-in-possession financing facility; (vi) counsel to The Bank of New York Mellon Trust Company N.A., the successor indenture trustee for the Debtors' senior secured notes; (vii) counsel to Wilmington Trust Company, the successor indenture trustee for the Debtors' unsecured senior notes; (viii) counsel to the Restructuring Support Parties; and (ix) all other parties that, as of the filing of this Motion, have requested notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002. The Committee submits that such notice is sufficient and that no further notice of the relief requested in this Motion is required. WHEREFORE, the Committee respectfully requests that the Court enter the Proposed Order disallowing the Disputed Claims in their entirety solely for purposes of voting on the Proposed Claim and grant such other and further relief as the Court deems just and proper. Dated: October 3, 2011 Wilmington, Delaware
L DIS RATH & COBB LLP

ham E. ipman, Jr. (No. 3818) Mark D. Olivere (No. 4291) 919 Market Street, Suite 1800 Wilmington, Delaware 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450
- AND -

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15

ROPES & GRAY LLP

Benjamin L. Schneider Mark R. Somerstein 1211 Avenue of the Americas New York, New York 10036-8704 Telephone: (212) 596-9000 Facsimile . (212) 596-9090 Andrew G. Devore Prudential Tower 800 Boylston Street Boston, Massachusetts 02199-3600 Telephone: (617) 951-7618 Facsimile . (617) 235-9715
Counsel for the Official Committee of Unsecured Creditors

16

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PERKINS & MARIE CALLENDER'S INC., et al., 1 Debtors.

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


Hearing Date: October 25, 2011 at 1:00 p.m. (ET) Objection Deadline: October 18, 2011 at 4:00 p.m. (ET)

NOTICE OF MOTION The Official Committee of Unsecured Creditors (the "Committee"), by and through their undersigned counsel, filed the Motion of the Official Committee of Unsecured Creditors for Authority to Disallow Certain Proofs of Claim Solely for Purposes of Voting on the Debtors' Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the "Motion"). Objections, if any, to the relief requested in the Motion must be filed with the United States Bankruptcy Court, 824 North Market Street, 3 rd Floor, Wilmington, Delaware 19801, on or before October 18, 2011 at 4:00 p.m. (ET). At the same time, you must also serve a copy of the objection upon the undersigned counsel so as to be received no later than 4:00 p.m. (ET) on October 18, 2011. A HEARING ON THE MOTION WILL BE HELD BEFORE THE HONORABLE KEVIN GROSS, CHIEF JUDGE, UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH MARKET STREET, 6TH FLOOR, WILMINGTON, DELAWARE 19801 ON OCTOBER 25, 2011 AT 1:00 P.M. (ET).

1 The Debtors, together with the last four digits of each Debtor's federal tax identification number are: Perkins & Marie Callender's Inc. (4388); Perkins & Marie Callender's Holding Inc. (3999); Perkins & Marie Callender's 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

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IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING. Dated: October 3, 2011 Wilmington, Delaware L DIS TH & COBB LLP

illiam E. Chipman, Jr. (No. 3818) Mark D. Olivere (No. 4291) 919 Market Street, Suite 1800 Wilmington, Delaware 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450
- AND -

ROPES & GRAY LLP Benjamin L. Schneider Mark R. Somerstein 1211 Avenue of the Americas New York, New York 10036-8704 Telephone: (212) 596-9000 Facsimile: (212) 596-9090 Andrew G. Devore Prudential Tower 800 Boylston Street Boston, Massachusetts 02199-3600 Telephone: (617) 951-7618 Facsimile . (617) 235-9715 Counsel for the Official Committee of Unsecured Creditors

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EXHIBIT A

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PERKINS & MARIE CALLENDER'S INC., et al.,' Debtors,

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


Ref. No.

ORDER GRANTING MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO DISALLOW CERTAIN PROOFS OF CLAIM SOLELY FOR PURPOSES OF VOTING ON THE DEBTORS' SECOND AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

Upon consideration of the Motion of the Official Committee of Unsecured Creditors to Disallow Certain Proofs of Claim Solely for Purposes of Voting on the Debtors' Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (the "Motion"),2 and the Court having determined that granting the relief requested in the Motion is in the best interests of the Debtors, their estates, creditors, and other parties in interest, and after considering all objections to the Motion and all evidence presented at any hearing on the Motion, and after due deliberation, and good and sufficient cause appearing therefor, it is hereby ORDERED: 1. 2. The Motion is GRANTED in its entirety; Proofs of claim nos. 1485, 1487, 1489, 1493 filed by Castle Harlan, Inc., proof of

claim no. 1495 filed by P&MC's Holding LLC, and proof of claim no. 1754 filed by Omega

The Debtors, together with the last four digits of each Debtor's federal tax identification number are: Perkins & Marie Callender's Inc. (4388); Perkins & Marie Callender's Holding Inc. (3999); Perkins & Marie Callender's 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 used buy not defined herein shall have the meaning ascribed to such terms in the Motion.

{894.001-W0016929.}

Trust (collectively, the "Disputed Claims"), are each disallowed in their entirety solely for purposes of voting to accept or reject the Debtors' Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (as may be amended or supplemented, the "Proposed Plan"). 3. Any ballots submitted to the Debtors' balloting agent with respect to the Disputed

Claims shall not be counted as an acceptance or a rejection of the Proposed Plan.

Dated: Wilmington, Delaware The Honorable Kevin Gross Chief Judge, United States Bankruptcy Court

{894.001-W0016929.}

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PERKINS & MARIE CALLENDER'S INC.,


et al.,

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


AFFIDAVIT OF SERVICE

Debtors.

STATE OF DELAWARE ) ) SS NEW CASTLE COUNTY ) Michelle M. Dero, being duly sworn according to law, deposes and says that she is employed by the law firm of Landis Rath & Cobb LLP, counsel for the Official Committee of Unsecured Creditors of Perkins & Marie Callender's Inc. in the above-referenced cases, and on the 3rd day of October, 2011, she caused copies of the following:
MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO DISALLOW CERTAIN PROOFS OF CLAIM SOLELY FOR PURPOSES OF VOTING ON THE DEBTORS' SECOND AMENDED JOINT PLAN OF REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

to be served upon the parties identified on the attached service list in the manner indicated.

11-4 Outiledy-)
Michelle M. Dero SWORN TO AND SUBSCRIBED before me this 3 rd day of October, 2011.

LE ASIA " d
Notary Public
' Al *4*m*/*1) /, s s .... , .... i,,, -0 s E. : Z EXPIRES A. MAY 24, 2015 : 7-1, c..) s ' --.0?, ::: a,\, "i & elFtY P)N 4- "

'. N ce

/// ,/, k- OF DEN-V.'

iiinIII110 \

{894.001-W0016941.}

IN RE PERKINS a MARIE CALLENDER'S INC. BANKRUPTCY CASE NO. 11-11795 (KG) SERVICE LIST/LABELS
Hand Delivery = 15 First Class = 91

Via Hand Delivery


(Counsel for National Retail Properties, Inc.) Christopher P. Simon, Esquire Kevin S. Mann, Esquire Cross Et Simon, LLC 913 North Market Street, 11 th Floor Wilmington, DE 19801

Via Hand Delivery Via Hand Delivery


(Counsel for Debtors) Robert S. Brady, Esquire Robert F. Poppiti, Jr., Esquire Young Conaway Stargatt Et Taylor LLP The Brandywine Building 1000 West Street, 17 th Floor Wilmington, DE 19801 (Counsel for Kimco Realty Corporation) Rachel B. Mersky, Esquire Monzack Mersky McLaughlin and Browder, P.A. 1201 North Orange Street, Suite 400 Wilmington, DE 19801

Via Hand Delivery


(Counsel for Wayzata Investment Partners LLC) David W. Carickhoff, Esquire Stanley B. Tarr, Esquire Blank Rome LLP 1201 Market Street, Suite 800 Wilmington, DE 19801

Via Hand Delivery


(Counsel for Inland Pacific Property Services LLC) Karen C. Bifferato, Esquire Christine M. Thompson, Esquire Connolly Bove Lodge Et Hutz LLP The Nemours Building 1007 North Orange Street Wilmington, DE 19801

Via Hand Delivery


(Counsel for Wells Fargo Capital Finance, LLC) Richard W. Riley, Esquire Duane Morris LLP 222 Delaware Avenue, Suite 1600 Wilmington, DE 19801-1659

Via Hand Delivery


(Counsel for Centro Properties Group) Tobey M. Daluz, Esquire Leslie Heilman, Esquire 919 Market Street, 11 th Floor Wilmington, DE 19801

Via Hand Delivery


Richard Schepacarter, Esquire Office of the United States Trustee 844 King Street, Suite 2207 Wilmington, DE 19801

Via Hand Delivery


Division of Unemployment Insurance Attn: Officer, General or Managing Agent Department of Labor 4425 North Market Street Wilmington, DE 19802

Via Hand Delivery


Ellen Slights, Assistant United States Attorney Office of the United States Attorney 1007 Orange Street, Suite 700 Wilmington, DE 19801

Via Hand Delivery State of Delaware - Division of Revenue 820 North French Street, 8 th Floor Wilmington, DE 19801

Via Hand Delivery Via Hand Delivery


(Counsel for the Omega Entities) John D. Demmy, Esquire Stevens Et Lee, P.C. 1105 North Market Street, 7 th Floor Wilmington, DE 19801 (Counsel for Wisconsin Electric Power Company and Wisconsin Gas, LLC d/b/a WE Energies) Stuart M. Brown, Esquire Michelle E. Marino, Esquire DLA Piper LLP (US) 919 North Market Street, Suite 1500 Wilmington, DE 19801

Via First Class Mail Via Hand Delivery


(Counsel for the Tri-State House of Pancakes) Kevin J. Mangan, Esquire Womble Carlyle Sandridge Et Rice, PLLC 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Eva Holtz Vlachynsky, Special Assistant Attorney General State of Missouri - Department of Revenue General Counsel's Office 301 West High Street, Room 670 P.O. Box 475 Jefferson City, MO 65105-0475

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(Counsel for the Tri-State House of Pancakes) Roger W. Damgaard, Esquire Woods, Fuller, Shultz Et Smith P.C. P.O. Box 5027 Sioux Falls, SD 57117-5027

Via First Class Mail Dun Et BradStreet c/o Receivable Management Services Attn: Ronald L. Rowland, Agent 307 International Circle, Suite 270 Hunt Valley, MD 21030

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(Counsel for the Omega Entities) James A. Rubenstein, Esquire Moss Et Barnett 4800 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402

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(Counsel for Wisconsin Electric Power Company and Wisconsin Gas, LLC d/b/a WE Energies) Dale K. Cathell, Esquire DLA Piper LLP (US) 6225 Smith Avenue Baltimore, MD 21209

Via First Class Mail (Counsel for U.S. Foodservice, Inc.) Jeffrey C. Hampton, Esquire Melissa W. Rand, Esquire Saul Ewing LLP Centre Square West 1500 Market Street, 38th Floor Philadelphia, PA 19102 Via First Class Mail

Sweetner Supply Corp. Attn: Dan Rissenberg P.O. Box 848 Aurora, IL 60507-0848

Via First Class Mail (Counsel for AEI Fund Management, Inc.) John M. Koneck, Esquire Fredrikson Et Byron, P.A. 200 South Sixth Street, Suite 4000 Minneapolis, MN 55402-1425 Via First Class Mail

AIReS 6 Penn Center West, Suite 200 Pittsburgh, PA 15276

Via First Class Mail Kevin Eide, Esquire Akin Gump Strauss Hauer Et Feld LLP Robert S. Strauss Building 1333 New Hampshire Avenue NW Washington, DC 20036

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Ballas Egg Product Corp. Attn: Craig Ballas PO Box 663881 Indianapolis, IN 46266

Via First Class Mail (Counsel for BICO Associates GP; Betz Investco GP) Russell W. Savory, Esquire Gotten, Wilson, Savory Et Beard, PLLC 88 Union Avenue, 14 th Floor Memphis, TN 38103

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Bimbo Bakeries USA Inc. Attn: Jim Stone File 52176 Los Angeles, CA 90074

Via First Class Mail (Counsel for Centro Properties Group) David L. Pollack, Esquire Jeffrey Meyers, Esquire Ballard Spahr LLP 51st Floor - Mellon Bank Center 1735 Market Street Philadelphia, PA 19103

Via First Class Mail (Counsel for City of Waco, Waco Independent School District) Michael Reed, Esquire McCreary, Veselka, Bragg Et Allen, P.C. P.O. Box 1269 Round Rock, TX 78680

Via First Class Mail Via First Class Mail Cremes Unlimited Inc. Attn: John Evans 39633 Treasury Center Chicago, IL 60894
(Counsel for Daly City Serramonte Center, LLC; Irvine Company, LLC) Ernie Zachary Park, Esquire Bewley, Lassleben Et Miller, LLP 13215 East Penn Street, Suite 510 Whittier, CA 90602-1797

Via First Class Mail Delaware Secretary Of State - Division of Corporations Franchise Tax Attn: Officer, General or Managing Agent P.O. Box 898 Dover, DE 19903

Via First Class Mail Duck Delivery Produce Attn: Derek Delandro 8448 NE 33 rd Drive, Suite 120 Portland, OR 97211

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Ecolab Pest Elimination Division Attn: Richard Hoofer PO Box 6007 Grand Forks, ND 58206-6007

Via First Class Mail EFM Group, Inc. Attn: Del Crone P.O. Box 94958 Phoenix, AZ 85070

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Edward P. Zujkowskl, Esquire Emmet, Marvin Et Martin LLP 120 Broadway, 32n d Floor New York, NY 10271

Via First Class Mail Engauge Total Attn: Nick Bandy 375 North Front Street, Suite 40 Columbus, OH 43215

Via First Class Mail Fleischmann's Yeast Inc. Attn: Rice Pashia 4776 Collections Center Drive Chicago, IL 60693

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Jean Marie Breen, Esquire Pension Benefit Guaranty Corporation Office of the Chief Counsel 1200 K Street, N.W., Suite 340 Washington, D.C. 20005-4026

Via First Class Mail Freshpoint Attn: Jeff Ronk 155 North Orange Avenue City of Industry, CA 91744

Via First Class Mail General Mills, Inc. Attn: Dan Hilton P.O. Box 120845 Dallas, TX 75312

Via First Class Mail GGP Limited Partnership, as Agent Attn: Kristen N. Pate 110 North Wacker Drive Chicago, IL 60606

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Michele Maryott, Esquire Gibson Dunn Et Crutcher LLP Department 0723 Los Angeles, CA 90084-0723

Via First Class Mail H. Nagel Et Son Co. Inc. Attn: Mike Norris 2428 Central Parkway Cincinnati, OH 45214

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(Counsel for Harris County) John P. Dittman, Esquire Linebarger Goggan Blair Et Sampson, LLP P.O. Box 3064 Houston, TX 77253-3064

Via First Class Mail Heilbrice Attn: Jeff Morris 9840 Irvine Center Drive Irvine, CA 92818

Via First Class Mail Internal Revenue Service Attn: Officer, General or Managing Agent 2970 Market Street P.O. Box 7346 Philadelphia, PA 19101-7346

Via First Class Mail Juana's Packing Co. Attn: Lee Erickson 14788 Winans Street West Olive, MI 49460

Via First Class Mail KABC-TV Attn: Paul Flectcher File #53525 Los Angeles, CA 90074

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Kendall Frozen Fruits, Inc. Attn: Susan Kendall 9777 Wilshire Boulevard, #818 Beverly Hills, CA 90212-1908

KTTV Attn: Mark Sriro Fox Television Studios 1999 South Bundy Drive Los Angeles, CA 90025-5235

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Lorders Croklaan USA Attn: Donna Bell P.O. Box 751594 Charlotte, NC 28275-1594

Merchants Cold Storage Attn: John Wales P.O. Box 708022 Cincinnati, OH 45270-6022

Via First Class Mail

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Micros Systems Inc. Attn: Cindy Rivers P.O. Box 23747 Baltimore, MD 21203-5747

Mid Valley Nut Co. Inc. Attn: Gwen Bilek P.O. Box 987 Hughson, CA 95326

Via First Class Mail

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Moody's Investors Service Inc. Attn: Matt Maldhoff P.O. Box 102597 Atlanta, GA 30368-0597

News America Marketing FSI Inc. Attn: Dominic Soria P.O. Box 7247-6168 Philadelphia, PA 19170-6168

Via First Class Mail Via First Class Mail (Counsel for Northgate Station) John R. Knapp, Jr., Esquire Miller Nash LLP 4400 Two Union Square 601 Union Street Seattle, WA 98101

Next Day Gourmet Attn: Marc Karos 5353 Nathan Lane Plymouth, MN 55442

Via

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Omega Trust Attn: Brian Schwein 250 Lake Drive Chanhassen, MN 55317

Joseph F. Trungale, President and CEO Perkins Et Marie Callender's Inc. 6075 Poplar Avenue, Suite 800 Memphis, TN 38119

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R.W. Smith Et Company Attn: Ken Foster P.O. Box 51847 Los Angeles, CA 90051-6147

Roger's Poultry Co. Attn: Karla Santiago 5050 South Santa Fe Avenue Vernon, CA 90058

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Robert Goldstein, Esquire Schulte Roth Et Zabel LLP 919 Third Avenue New York, NY 10022

Secretary of the Treasury Attn: Officer, General or Managing Agent P.O. Box 7040 Dover, DE 19903

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Securities Et Exchange Commission 100 F Street, NE Washington, DC 20549

George S. Canetlos, Regional Director Securities Et Exchange Commission 3 World Financial Center, Suite 400 New York, NY 10281-1022

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Shoes for Crews LLC Attn: Mary Lance, Vice President of Operations 250 South Australian Avenue West Palm Beach, FL 33401

(Counsel for Simon Property Group, Inc.) Ronald M. Tucker, Esquire 225 West Washington Street Indianapolis, IN 46204

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Skidmore Sales Et Distributing Inc. Attn: Karen Dewitt 3767 Solutions Center Chicago, IL 60677-3007

Sysco Attn: Alicia Kestelroot P.O. Box 27638 Salt Lake City, UT 84127-0638

Via First Class Mail Via First Class Mail (Counsel for Sysco Corporation) Kendra Mayer, Esquire Trey A. Monsour, Esquire Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, TX 75219

Talx Corporation Attn: Kelly Brechman 3065 Paysphere Circle Chicago, IL 60674

Via First Class Mail The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee Successor to Bank of New York Attn: John Guilano 101 Barclay Street, 21 West New York, NY 10286

Via First Class Mail (Counsel for Comptroller of Public Accounts of the State of Texas) Mark Browning, Assistant Attorney General Bankruptcy Et Collection Division P.O. Box 12548 Austin, TX 78711-2548

Via First Class Mail Via First Class Mail (Counsel for The Macerich Company) Dustin P. Branch, Esquire Thomas J. Leanse, Esquire Katten Muchin Rosenman LLP 2029 Century Park East, Suite 2600 Los Angeles, CA 90067-3012

Toof Commercial Painting Attn: Andy Overton P.O. Box 140539 Memphis, TN 38114

Via First Class Mail Via First Class Mail Brett D. Goodman, Esquire Michael H. Perkiel, Esquire Troutman Sanders LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174

Tri State Cakes Attn: Alvin D. Kuper 3400 South Duluth Sioux Falls, SD 57105

Via First Class Mail Trustaff Personnel Services Attn: Lynn Dorn 4270 Glendale-Milford Road Cincinnati, OH 45242

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(Counsel for The Customer Connection Inc.) Ira S. Carlin, Esquire 235 East Fourth Avenue Escondido, CA 92025

Via First Class Mail Wawona Frozen Foods Attn: Susan Kendall P.O. Box 49330 San Jose, CA 95161-9330

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(Counsel for Wayzata Investment Partners) Ray Wallender, Esquire 701 East Lake Street, Suite 300 Wayzata, MN 55391

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(Counsel for Wayzata Investment Partners LLC) Ira S. Dizengoff, Esquire Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036-6745

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(Counsel for Wayzata Investment Partners LLC) Scott L Alberino, Esquire Akin Gump Strauss Hauer & Feld LIP Robert S. Strauss Building 1333 New Hampshire Abenue, N.W. Washington, DC 20036-1564

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(Counsel for Welts Fargo Capital Finance, LLC) Aaron M. Klein, Esquire Paul Hastings LLP Park Avenue Tower 75 East 55th Street, First Floor New York, NY 10022

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(Counsel for Wells Fargo Capital Finance, LLC) Jesse H. Austin, Esquire Cassie Coppage, Esquire Paul Hastings LLP 600 Peachtree Street, N.E. Twenty-Fourth Floor Atlanta, GA 30308

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(Counsel for Wilmington Trust Company, FSB) Douglas E. Spelfogel, Esquire Richard J. Bernard, Esquire Foley Et Lardner LLP 90 Park Avenue, 29 th Floor New York, NY 10016

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(Counsel for American National Insurance Company) Frederick Black, Esquire Tara B. Annweiler, Esquire Greer, Herz & Adams, LLP One Moody Plaza, 18 th Floor Galveston, Texas 77550

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(Counsel for Vahe Hacopian and Armineh G. Hacopian, as Trustees of the Hacopian Living Trust dated January 15, 1990) Varand Gourjian, Esquire Gourjian Law Group, P.C. 101 North Brand Boulevard, Suite 1220 Glendale, CA 91203 (Counsel for the City of Memphis, Tennessee) Elizabeth Weller, Esquire Linebarger Goggan Blair & Sampson, LLP 2323 Bryan Street, Suite 1600 Dallas, TX 75201

Via First Class Mail


(Counsel for Pepsi-Cola Company, a Division of PepsiCo, Inc.) Joseph D. Frank, Esquire Jeremy C. Kleinman, Esquire FRANK/GECKER LLP 325 North LaSalle Street, Suite 625 Chicago, Illinois 60654

Via First Class Mail GE Money Bank c/o Recovery Management Systems Corp. 25 SE 2nd Avenue, Suite 1120 Miami, FL 33131-1605 Attn: Ramesh Singh
(SAM'S CLUB BRC [Last Four Digits of Account:0333])

Via First Class Mail IKON Office Solutions Recovery It Bankruptcy Group 3920 Arkwright Road, Suite 400 Macon, GA 31210
(Reference #4370550/3739790)

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(Counsel for Pompano by the Sea LLC and La Villa Del Mar LLC) Bennett G. Feldman, Esquire 2655 Lejeune Road, Suite 514 Coral Gables Florida 33134

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(Counsel for McLennan County) Diane W. Sanders, ESquire Linebarger Goggan Blair Et Sampson, LLP P.O. Box 17428 Austin, TX 78760-7428

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(Counsel for D'Agostino Entities) Lee D. Powar, Esquire Hahn Loeser & Parks LLP 200 Public Square, Suite 2800 Cleveland, Ohio 44114

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(Counsel for D'Agostino Entities) John S. Sarrett, Esquire Hahn Loeser Et Parks LLP 800 Laurel Oak Drive, Suite 600 Naples, FL 34108 (Counsel for Ecolab, Inc.) Samuel C. Wisotzkey, Esquire Kohner, Mann Et Kailas, S.C. Washington Building Barnabas Business Center 4650 North Port Washington Road Milwaukee, WI 53212-1059

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(Counsel for the Delrey Entities) Richard C. Satmen, Esquire Felhaber, Larson, Fenton Et Vogt, P.A. 220 South Sixth Street, Suite 2200 Minneapolis, MN 55402

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Diane Nelson, CFC Pinellas County Tax Collector County of Pinellas, State of Florida P.O. Box 10834 Clearwater, FL 33757-8834

Via First Class Mail Merced County Tax Collector Attn: Monica Vazquez, Tax Collector Clerk II 2222 "M" Street Merced, CA 95340

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(Counsel for Marystown, LLC) Christopher A. Camardetlo Winthrop Et Weinstine, P.A. 225 South Sixth Street, Suite 3500 Minneapolis, MN 55402

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(Counsel for County of Monterey, California) Martha E. Romero, Esquire Romero Law Firm BMR Professional Building 6516 Bright Avenue Whittier, CA 90601

Via First Class Mail Tennessee Department of Revenue c/o Tennessee Attorney General's Office Bankruptcy Division P.O. Box 20207 Nashville, TN 37202-0207

Via First Class Mail Via First Class Mail Castle Harlan, Inc. Attn: Howard Weiss 150 East 58th Street New York, NY 10155
(Counsel for PEtMC's Real Estate Holding LLC) Adam C. Harris, Esquire Schulte Roth Et Zabel LLP 919 Third Avenue New York, NY 10022

Via First Class Mail


PELMC'S Holding LLC 150 East 58th Street New York, NY 10155