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: N/A Hearing Date: N/A

JOINT MOTION OF THE DEBTORS AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS PURSUANT TO DEL. BANKR. L.R. 9006-1(e) FOR AN ORDER SHORTENING THE TIME FOR NOTICE OF THE HEARING TO CONSIDER THE JOINT MOTION OF THE DEBTORS AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR AN ORDER, PURSUANT TO BANKRUPTCY RULE 9019(a) AND SECTIONS 105(a) AND 363(b) OF THE BANKRUPTCY CODE, AUTHORIZING AND APPROVING (I) THAT CERTAIN SETTLEMENT AGREEMENT AND RELEASE BY AND AMONG THE DEBTORS, CASTLE HARLAN, INC., P&MCS HOLDING LLC, AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS AND (II) THE REORGANIZED DEBTORS PURCHASE OF THE EQUITY INTERESTS OF P&MC REAL ESTATE HOLDING PURSUANT TO SUCH SETTLEMENT AGREEMENT AND RELEASE Perkins & Marie Callenders Inc. (f/k/a The Restaurant Company) (PMCI) and its above-captioned affiliated debtor entities (collectively, with PMCI, the Debtors) and the Official Committee of Unsecured Creditors (the Committee), by and through their undersigned counsel, hereby move (the Motion to Shorten) this Court, pursuant to Rule 9006-1(e) of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the Local Rules), for entry of an order shortening the time for notice of the Joint Motion of the Debtors and the Official Committee of Unsecured Creditors for an Order, Pursuant To Bankruptcy Rule 9019(a) and Sections 105(a) and 363(b) of the Bankruptcy
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.
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Code, Authorizing and Approving (I) That Certain Settlement Agreement and Release By and Among the Debtors, Castle Harlan, Inc., P&MCs Holding LLC, and the Official Committee of Unsecured Creditors and (II) the Reorganized Debtors Purchase of the Equity Interests of P&MC Real Estate Holding Pursuant To Such Settlement Agreement and Release (the Motion),2 so that the Motion may be heard at the omnibus hearing in these Chapter 11 Cases currently scheduled for November 22, 2011 at 4:00 p.m. (ET) (the November 22nd Hearing). 1. The Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules)

require twenty-one (21) days notice prior to the hearing date for motions involving the use or sale of estate property or the approval of a compromise or settlement of a controversy. See Fed. R. Bankr. P. 2002(a)(2)-(3). Likewise, Local Rule 9006-1(c) provides for a seventeen (17) day notice period if service is by mail, and a fifteen (15) day notice period if service is by overnight delivery, for motions not otherwise governed by the Bankruptcy Rules or the Local Rules. See Del. Bankr. L.R. 9006-1(c). Pursuant to Local Rule 9006-1(e), however, such periods may be shortened by order of the Court upon written motion specifying the exigencies supporting shortened notice. Id. at 9006-1(e). 2. The Debtors and the Committee submit that there is sufficient cause to

justify shortening the notice period for the hearing on approval of the Motion as it relates to the relief sought therein. As set forth more fully in the Motion, after extensive good faith and armslength negotiations, Castle Harlan, Inc., non-Debtor P&MC Real Estate Holding, LLC (Real Estate Holding), Debtor Perkins & Marie Callenders Holding, Inc., for itself and on behalf of each of its direct and indirect subsidiaries and affiliates identified on Exhibit B to the Agreement (including, without limitation, each of the other Debtors), and the Committee, in order to avoid

Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Motion.

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the delay, uncertainty and expense of continuing litigation, have determined to resolve their present disputes and anticipated litigation pursuant to the terms, covenants and conditions of that certain Settlement Agreement and Release (the Agreement), dated as of November 17, 2011. 3. Through the Agreement, the Claims of the Castle Harlan Parties will be

fully resolved and settled without the need for protracted litigation, which would have necessarily consumed a substantial amount of time, energy and resources to adjudicate. Equally as important, the Agreement will allow the Reorganized Debtors to acquire one hundred percent (100%) of the equity interests of Real Estate Holding for the sum of $1,170,000.00 in cash, and thereby own the Westminster Location, a prospective and anticipated profit-generating location, without the financial burdens and obligations attendant to the Sublease, and without subjecting the Debtors estates to a rejection damages claim.3 4. While the Debtors, the Committee, and the Restructuring Support Parties

(collectively, the Plan Supporters) have endeavored to work with CHI as expeditiously as possible to resolve the present disputes and anticipated litigation between the Parties pursuant to the Agreement and to prepare and file the Motion, given the complexity of the issues at hand, the Plan Supporters simply were unable to do so prior to the date hereof. Because the compromises embodied in, and the transactions contemplated by, the Agreement resolves a number of significant outstanding issues in these Chapter 11 Cases and are in furtherance of the Debtors smooth and effective emergence from chapter 11, the Plan Supporters desire to have the Motion heard as quickly as possible. 5. Furthermore, as the Court is aware, the Confirmation Order was entered

on November 1, 2011, and the Plan Supporters are presently targeting a November 30th Effective
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On October 14, 2011, the Debtors filed a motion with the Court seeking authority to reject the Sublease [Docket No. 1142]. The proposed form of order for the Motion (the Proposed Order) states that upon the Effective Date of the Plan, the Rejection Motion will be deemed withdrawn.

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Date for the Plan. Because the Committee is a party to the Agreement, and the Agreement contemplates this Court entering an order approving the Agreement before the Agreement becomes effective, the Proposed Order must be entered prior to the Effective Date of the Plan considering that the Committee will be dissolved on the Effective Date. In light of this, the Debtors and the Committee submit that consideration of the Motion at the November 22nd Hearing (or such other hearing date prior to November 30, 2011 as the Court deems appropriate and convenient) is necessary, prudent, and in the best interests of the Debtors estates and creditors so that the relief requested in the Motion, which is inextricably tied to the Debtors efforts to successfully emerge from chapter 11 in a timely and efficient manner, can be considered on an expedited basis, and in a manner that will not delay the Effective Date of the Plan on account of the Agreement. 6. Because of the shortened notice period, the Debtors and the Committee

propose that any objections or responses to the Motion be due at the November 22nd Hearing. Given the shortened notice period, on the date hereof, the Motion will be served by express mail and/or overnight or hand delivery for delivery not later than November 19th on: (i) the U.S. Trustee; (ii) counsel to the agent for the Debtors pre-petition Credit Facility and post-petition debtor-in-possession financing facility; (iii) counsel to the indenture trustee for the Senior Secured Notes; (iv) counsel to the indenture trustee for the Senior Notes; (v) counsel to the Restructuring Support Parties; (vi) counsel to the Castle Harlan 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. WHEREFORE, the Debtors and the Committee respectfully request the Court to enter an order, substantially in the form attached hereto as Exhibit A, scheduling a hearing on the Motion for the November 22nd Hearing (or such other hearing date prior to November 30, 2011 4
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as the Court deems appropriate and convenient) and requiring that any objections or responses to the Motion be due at the November 22nd Hearing. Dated: November 17, 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 Hollace T. Cohen 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 - AND LANDIS RATH & COBB LLP /s/ William E. Chipman, Jr. William E. Chipman, Jr. (No. 3818) Mark D. Olivere (No. 4291) 919 Market Street, Suite 1800 Wilmington, DE 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450 - AND ROPES & GRAY LLP Mark R. Somerstein Benjamin L. Schneider 1211 Avenue of the Americas New York, NY 10036-8704 Telephone: (212) 596-9000 Facsimile: (212) 596-9090 COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

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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 SHORTENING THE TIME FOR NOTICE OF THE HEARING TO CONSIDER THE JOINT MOTION OF THE DEBTORS AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR AN ORDER, PURSUANT TO BANKRUPTCY RULE 9019(a) AND SECTIONS 105(a) AND 363(b) OF THE BANKRUPTCY CODE, AUTHORIZING AND APPROVING (I) THAT CERTAIN SETTLEMENT AGREEMENT AND RELEASE BY AND AMONG THE DEBTORS, CASTLE HARLAN, INC., P&MCS HOLDING LLC, AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS AND (II) THE REORGANIZED DEBTORS PURCHASE OF THE EQUITY INTERESTS OF P&MC REAL ESTATE HOLDING PURSUANT TO SUCH SETTLEMENT AGREEMENT AND RELEASE Upon consideration of the motion (the Motion to Shorten)2 of Perkins & Marie Callenders Inc. (f/k/a The Restaurant Company) (PMCI) and its above-captioned affiliated debtor entities (collectively, with PMCI, the Debtors) and the Official Committee of Unsecured Creditors (the Committee) for entry of an order providing that the applicable notice period for the Joint Motion of the Debtors and the Official Committee of Unsecured Creditors for an Order, Pursuant To Bankruptcy Rule 9019(a) and Sections 105(a) and 363(b) of the Bankruptcy Code, Authorizing and Approving (I) That Certain Settlement Agreement and Release By and Among the Debtors, Castle Harlan, Inc., P&MCs Holding LLC, and the Official
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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.
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Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Motion to Shorten.

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Committee of Unsecured Creditors and (II) the Reorganized Debtors Purchase of the Equity Interests of P&MC Real Estate Holding Pursuant To Such Settlement Agreement and Release (the Motion) be shortened pursuant to Rule 9006-1(e) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware; and the Court having determined that granting the relief requested in the Motion to Shorten is in the best interests of the Debtors, their estates and creditors and other parties in interest; and it appearing that due and adequate notice of the Motion to Shorten has been given under the circumstances, and that no other or further notice need be given; and after due deliberation and good and sufficient cause appearing therefor, it is hereby ORDERED, ADJUDGED AND DECREED that: 1. 2. The Motion to Shorten is granted. Approval of the Motion shall be considered by this Court on November 22, 2011

at 4:00 p.m. (ET) (the Hearing). 3. 4. Any objections or responses to the Motion shall be due at the Hearing. This Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation of this Order. Date: November _____, 2011 KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

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