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. 1691 CERTIFICATION OF COUNSEL REGARDING PROPOSED ORDER SUSTAINING, IN PART, REORGANIZED DEBTORS SIXTEENTH (16TH) OMNIBUS (NON-SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 On May 16, 2012, Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors,2 by and through their undersigned counsel, filed with the Court the Reorganized Debtors Sixteenth (16TH) Omnibus (Non-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. 1691] (the Objection). Thereafter, the following parties

(collectively, the Respondents, and together with the Reorganized Debtors, the Parties) filed a response to the Objection: Stephanie Burns [1701]; Carol Feather [Docket No. 1710]; and Home Insurance Company in Liquidation [Docket No. 1712] (collectively, the Responses). Since the Reorganized Debtors receipt of the Responses, the Reorganized Debtors have worked with the Respondents in an effort to the resolve the Responses, and have
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).
2 1

01:12176991.1

done so, in part, through certain modifications to the proposed form of order for the Objection (the Proposed Order) and the various exhibits thereto (collectively, the Exhibits). Also, the Reorganized Debtors and Stephanie Burns and Home Insurance Company in Liquidation have determined that it is in their respective best interests to adjourn the Objection solely as it pertains to the claims that are the subject of their Responses. In light of the foregoing, attached hereto as Exhibit 1 is a revised Proposed Order (the Revised Proposed Order), together with the revised Exhibits.3 The Reorganized Debtors submit that the Revised 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 Respondents have consented to the entry of the Revised Proposed Order. Accordingly, the Reorganized Debtors respectfully request the Court to enter the Revised Proposed Order, attached hereto as Exhibit 1, without further notice or a hearing. Dated: June 13, 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

For ease of reference, attached hereto as Exhibit 2 is a copy of the Revised Proposed Order marked against the Proposed Order (the Blackline). The Blackline does not include a marked copy of the Exhibits, but the Exhibits have been revised consistent with the Parties related discussions.

2
01:12176991.1

EXHIBIT 1 Revised Proposed Order

01:12176991.1

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. 1691 and ______

ORDER SUSTAINING, IN PART, REORGANIZED DEBTORS SIXTEENTH (16TH) OMNIBUS (NON-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 Sixteenth (16TH) Omnibus (Non-Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 (the Objection)2 of Perkins & Marie Callenders, LLC and its affiliated Reorganized 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), disallowing and expunging in full each of the Disputed Claims identified on Exhibits A, B, C and D attached hereto; 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 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.
2

01:12087302.3

the best interests of the Reorganized Debtors and the Debtors, their estates and 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. The Objection is sustained to the extent provided for herein and on Exhibits A, B,

C and D attached hereto. 2. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and

3007 and Local Rule 3007-1, the No Supporting or Insufficient Supporting Documentation Claims identified on Exhibit A attached hereto are hereby disallowed and expunged in their entirety. 3. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and

3007 and Local Rule 3007-1, the Multiple Debtor Claims identified on Exhibit B attached hereto are hereby disallowed and expunged in their entirety. 4. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and

3007 and Local Rule 3007-1, the Duplicate Claims identified on Exhibit C attached hereto are hereby disallowed and expunged in their entirety. 5. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and

3007 and Local Rule 3007-1, the Redundant Claims identified on Exhibit D attached hereto are hereby disallowed and expunged in their entirety. 6. The Objection shall be deemed to be withdrawn without prejudice solely as it

pertains to Claim Number 1028 of Carol Feather. 7. Any and all rights of the Reorganized Debtors and the Debtors and their estates to

amend, supplement or otherwise modify the Objection and to file additional objections to any and all claims filed in these Chapter 11 Cases, including, without limitation, any and all of the

2
01:12087302.3

Disputed Claims and the Remaining Claims, shall be reserved. Any and all rights, claims and defenses of the Reorganized Debtors and the Debtors and their estates with respect to any and all of the Disputed Claims and the Remaining Claims shall be reserved, and nothing included in or omitted from the Objection shall impair, prejudice, waive or otherwise affect any such rights, claims and defenses. 8. 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 June ___, 2012

____________________________________ Kevin Gross Chief United States Bankruptcy Judge

3
01:12087302.3

EXHIBIT A No Supporting or Insufficient Supporting Documentation Claims

01:12087302.3

201206051047

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) NO SUPPORTING OR INSUFFICIENT SUPPORTING DOCUMENTATION CLAIMS

Claimant Reason
403 $863,690.76 UNS 11-11795

Claim Number Claim Amount/ Classification* Filed In Case(s)*

ARNDT, BUSWELL & THORN, S.C.

LINDA FAHERTY AND DAVID FAHERTY $863,690.76

ATTN: RICK NIEMEIER

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

101 W. OAK STREET

PO BOX 349

SPARTA, WI 54656 359 $25,000.00 UNS 00-00000

CARLOS J. CASTANEDA, LAW OFFICES

ATTN: CARLOS CASTANEDA $25,000.00

RE: SANCHEZ, MARIA

No supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

3055 WILSHIRE BOULEVARD, SUITE 850

LOS ANGELES, CA 90010 37 $50,000.00 UNS 11-11795

CONDIFF, LAURIE M.

C/O KRISTIN M. ZACHEIS $50,000.00

BOLEN, ROBINSON & ELLIS

No supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

202 SOUTH FRANKLIN 2ND FLOOR

DECATUR, IL 62523 2125 No Amt Given** PRI 11-11795 Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

EQUAL EMPLOYMENT OPPORTUNITY COMMISSION ATTN: ROSEMARY FOX, AREA DIRECTOR

EEOC-MILWAUKEE AREA OFFICE

310 W. WISCONSIN AVENUE, SUITE 800

MILWAUKEE, WI 53203

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 1 of 6

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) NO SUPPORTING OR INSUFFICIENT SUPPORTING DOCUMENTATION CLAIMS

Claimant Reason

Claim Number Claim Amount/ Classification* Filed In Case(s)*

ERICKSON, DAVIS, MURPHY, JOHNSON & WALSH, LTD JACK KILEY IN RE: CATHY MARSHALL 132 S. WATER, SUITE 610 $50,000.00

1197

$50,000.00

UNS

11-11795

No supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

DECATUR, IL 62525
1976 $625.00 UNS 11-11795

FRANCES, FACCA

26705 BOUQUET CANYON RD APT 262 $625.00

SANTA CLARITA, CA 91350

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

GARBER, STEVEN A.

149

$200.00

PRI

11-11795

6461 ZUMA VIEW PL UNIT 146 $200.00

MALIBU, CA 90265

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

HARDING, TONYA R.

36

$50,000.00

UNS

11-11795

C/O KRISTIN M. ZACHEIS $50,000.00

BOLEN, ROBINSON & ELLIS

No supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

202 SOUTH FRANKLIN 2ND FLOOR

DECATUR, IL 62523 808 $500,000.00 UNS 11-11795

HELGESEN, MICHAEL P.

IN RE: ANTHONY P. DELCASTILLO $500,000.00

SUITE 900, 325 CEDAR STREET

No supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

ST PAUL, MN 55101

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 2 of 6

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) NO SUPPORTING OR INSUFFICIENT SUPPORTING DOCUMENTATION CLAIMS

Claimant Reason

Claim Number Claim Amount/ Classification* Filed In Case(s)*

10

HERNANDEZ, ANTONIO 1224 HAZELWOOD ST. #104 $50,000.00

1991

$50,000.00

UNS

11-11795

ST. PAUL, MN 55106

No supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

11

LAURIE & LAURIE, PA RE: GRUBBS, GLORIA JEAN $300,000.00

1194

$300,000.00

UNS

11-11796

ATTN: IAN S. LAURIE 1660 SOUTH HIGHWAY 100, SUITE 508E ST. LOUIS PARK, MN 55416 1020 $50,000.00 UNS 11-11795

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

12

LAW OFFICES OF JOHN T. HEMMINGER RE: VANESSA COREY AND OLIVIA COREY $50,000.00

ATTN: JOHN T. HEMMINGER 2454 SW NINTH STREET DES MOINES, IA 50315 44 $50,000.00 UNS 11-11795

No supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

13

MARUS, BRITTANY C/O LEIGHTON H. ROCKAFELLOW $50,000.00

ROCKAFELLOW LAW FIRM 2438 E. BROADWAY BLVD TUCSON, AZ 85719 1353 $5,000.00 PRI

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

14

MONROY, MARGARITO 150 E MAIN ST $5,000.00

11-11795

MERCED, CA 95340

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 3 of 6

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) NO SUPPORTING OR INSUFFICIENT SUPPORTING DOCUMENTATION CLAIMS

Claimant Reason

Claim Number Claim Amount/ Classification* Filed In Case(s)*

15

PALLAS, GLEN L. 639 E. YALE ST. $112,266.00

1053

$112,266.00

UNS

11-11795

ONTARIO, CA 91764

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

16

SMITH, DIANE C/O FINCH LAW OFFICE $10,000.00

2206

$10,000.00

UNS

11-11795

ATTN: ROBERT M. FINCH 2203 COMBES STREET URBANA, IL 61801 691 No Amt Given** UNS 11-11799

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

17

THE HOME INSURANCE COMPANY IN LIQUIDATION ATTN: KAREN TISDELL 55 SOUTH COMMERICIAL STREET MANCHESTER, NH 03101

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

18

THE HOME INSURANCE COMPANY IN LIQUIDATION ATTN: KAREN TISDELL

753

No Amt Given**

UNS

11-11801

55 SOUTH COMMERCIAL STREET

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

MANCHESTER, NH 03101

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 4 of 6

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) NO SUPPORTING OR INSUFFICIENT SUPPORTING DOCUMENTATION CLAIMS

Claimant Reason

Claim Number Claim Amount/ Classification* Filed In Case(s)*

19

U.S. EQUAL EMPLOYMENT OPPORTUNITY COMMISSION U.S. EEOC MILWAUKEE AREA OFFICE ATTN: DRAKE VAN THIEL 310 WEST WISCONSIN AVENUE, SUITE 800

2270

No Amt Given**

PRI

11-11795

No supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

MILWAUKEE, WI 53203
762 $1,209.00 PRI 11-11795

20

ZAWALA, CATHY

1301 SW 10TH AVE APT. M-203 $1,209.00

DELRAY BEACH, FL 33444

Insufficient supporting documentation was filed with this claim, and based on a review of the Debtors' books and records, the Debtors do not believe any amounts are due and owing to the claimant.

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amt Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all Page 5 of 6

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) NO SUPPORTING OR INSUFFICIENT SUPPORTING DOCUMENTATION CLAIMS

Claimant Reason

Claim Number Claim Amount/ Classification* Filed In Case(s)*

201206051047

Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDERS INC. 11-11796 (796) PERKINS & MARIE CALLENDER'S HOLDING INC. 11-11797 (797) PERKINS & MARIE CALLENDER'S REALTY LLC

11-11798 (798)

PERKINS FINANCE CORP.

11-11799 (799) 11-11800 (800)

WILSHIRE RESTAURANT GROUP LLC PMCI PROMOTIONS LLC

11-11801 (801)

MARIE CALLENDER PIE SHOPS, INC.

11-11802 (802) 11-11803 (803)

MARIE CALLENDER WHOLESALERS, INC. MACAL INVESTORS, INC.

11-11804 (804)

MCID, INC.

11-11805 (805) 11-11806 (806)

WILSHIRE BEVERAGE, INC. FIV CORP.

00-00000 (000)

NO DEBTOR AND CASE GIVEN

Claim Class Code Legend UNS Unsecured Claim

PRI Priority Claim SEC Secured Claim 503(b)(9) 503(b)(9) Claim

ADM

Administrative Claim

Page 6 of 6

EXHIBIT B Multiple Debtor Claims

01:12087302.3

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) MULTIPLE DEBTOR CLAIMS Multiple Debtor Claim to be Expunged Claim Amount/Classification $135,000.00 UNS 11-11795 579 Filed In Case(s) 578 11-11801 Remaining Claim No.

Claimant

Remaining Case(s)

LAW OFFICES OF KEN HANNAM

RE: JESUSITA D. LOPEZ AND ARMANDO LOPEZ, SR., HUSBAND ATTN: PARK GREEN ATRIUM 4444 CORONA DRIVE, SUITE 119

CORPUS CHRISTI, TX 78411

Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDERS INC.

11-11796 (796)

PERKINS & MARIE CALLENDER'S HOLDING INC.

11-11797 (797)

PERKINS & MARIE CALLENDER'S REALTY LLC

11-11798 (798)

PERKINS FINANCE CORP.

11-11799 (799)

WILSHIRE RESTAURANT GROUP LLC

11-11800 (800)

PMCI PROMOTIONS LLC

11-11801 (801)

MARIE CALLENDER PIE SHOPS, INC.

11-11802 (802)

MARIE CALLENDER WHOLESALERS, INC.

11-11803 (803)

MACAL INVESTORS, INC.

11-11804 (804) 11-11805 (805)

MCID, INC. WILSHIRE BEVERAGE, INC.

11-11806 (806)

FIV CORP.

00-00000 (000)

NO DEBTOR AND CASE GIVEN

Claim Class Code Legend UNS Unsecured Claim PRI Priority Claim

SEC

Secured Claim

503(b)(9) 503(b)(9) Claim ADM Administrative Claim

Page 1 of 1

EXHIBIT C Duplicate Claims

01:12087302.3

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) DUPLICATE CLAIMS Duplicate Claim to be Expunged Claim Amount/Classification** $863,690.76 UNS 11-11795 403 Filed In Case(s)* 404 Remaining Claim No.

Claimant

ARNDT, BUSWELL & THORN, S.C.

RICK NIEMEIER IN RE: ESTATE OF PAUL D. FAHERTY

101 W. OAK STREET

PO BOX 349 SPARTA, WI 54656

2133 No Amt Given** PRI 11-11795 2125

EQUAL EMPLOYMENT OPPORTUNITY COMMISSION ATTN: ROSEMARY FOX, AREA DIRECTOR

EEOC-MILWAUKEE AREA OFFICE

310 W. WISCONSIN AVENUE, SUITE 800

MILWAUKEE, WI 53203 2291 $10,000.00 UNS 11-11795 2206

SMITH, DIANE

C/O FINCH LAW OFFICE

ATTN: ROBERT M. FINCH

2203 COMBES STREET

URBANA, IL 61801

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amount Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all

Page 1 of 2

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) DUPLICATE CLAIMS Duplicate Claim to be Expunged Claim Amount/Classification** Filed In Case(s)* Remaining Claim No.

Claimant

Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDERS INC.

11-11796 (796)

PERKINS & MARIE CALLENDER'S HOLDING INC.

11-11797 (797)

PERKINS & MARIE CALLENDER'S REALTY LLC

11-11798 (798)

PERKINS FINANCE CORP.

11-11799 (799)

WILSHIRE RESTAURANT GROUP LLC

11-11800 (800)

PMCI PROMOTIONS LLC

11-11801 (801)

MARIE CALLENDER PIE SHOPS, INC.

11-11802 (802)

MARIE CALLENDER WHOLESALERS, INC.

11-11803 (803)

MACAL INVESTORS, INC.

11-11804 (804)

MCID, INC.

11-11805 (805)

WILSHIRE BEVERAGE, INC.

11-11806 (806)

FIV CORP.

00-00000 (000)

NO DEBTOR AND CASE GIVEN

Claim Class Code Legend UNS Unsecured Claim

PRI

Priority Claim

SEC Secured Claim 503(b)(9) 503(b)(9) Claim

ADM

Administrative Claim

Page 2 of 2

EXHIBIT D Redundant Claims

01:12087302.3

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) REDUNDANT CLAIMS Redundant Claim to be Expunged Claim Amount/Classification** $10,585.56 UNS 11-11795 1060 Filed In Case(s)* 986 Remaining Claim No.

Claimant

ANDRES, CHARLES W. & MARY F.

P.O. BOX 161 RANDALL, MN 56475

BANK OF OKLAHOMA NA AS TTEE

1180

$800,000.00

UNS

11-11795

1060

MAYER BROWN SAVINGS PLAN

FBO LEE ABRAMS 71 SOUTH WACKER DRIVE

CHICAGO, IL 60606-4637 1900 $10,000.00 UNS 00-00000 1060

BUTLER FAMILY LIMITED PARTNERSHIP

ATTN: LAURENCE V BUTLER

1308 WEST HIGHWAY 13 BURNSVILLE, MN 55337-2272

1899 $5,000.00 UNS 00-00000 1060

CHARLES F WILHARM REV LIV TR

CHARLES & TERRYL WILHARM TTEES

U/A/D 5/22/96

8215 CREEKSIDE CIRCLE

BLOOMINGTON, MN 55437-3836 1906 $5,000.00 UNS 00-00000 1060

DONALD B. WOXLAND TRUST

ATTN: DONALD & LORRINE WOXLAND, TRUSTEES 500 EAST PARK

RUSHFORD, MN 55971

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amount Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all

Page 1 of 7

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) REDUNDANT CLAIMS Redundant Claim to be Expunged Claim Amount/Classification** $50,000.00 UNS 00-00000 1060 Filed In Case(s)* 1425 Remaining Claim No.

Claimant

DOUGLAS A. NIEDT TTEE

DOUGLAS A. NIEDT LIVING TRUST U/A 6/14/90

10 SHERWYN LANE

ST. LOUIS, MO 63141 987 $20,505.00 SEC 11-11795 1060

EASTMAN, KERMIT L. & EASTMAN, BETTY ANN

JTWROS 4105 - 25TH STREET NORTHEAST

SAUK RAPIDS, MN 56379 387 $16,049.31 UNS 11-11795 1060

EKLUND, ROGER K

13309 ELLICE COURT

APPLE VALLEY, MN 55124

ELENA BARHAM REVOCABLE LIVING TRUST

1139

$105,000.00

UNS

11-11795

1060

ATTN: ELENA BARHAM TTEE

U/A DTD 07/20/2007

2289 ROSS ROAD

OLIVE BRANCH, MS 38654 302 $9,885.94 UNS 11-11795 1060

10

FRANKS, F J

363 EQUESTRIAN RD

WARRENTON, VA 20186-2344

11

HANSON, JANELLE

1907

$5,000.00

UNS

00-00000

1060

204 SOUTH 19TH

MONTEVIDEO, MN 56265

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amount Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all

Page 2 of 7

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) REDUNDANT CLAIMS Redundant Claim to be Expunged Claim Amount/Classification** $5,000.00 UNS 00-00000 1060 Filed In Case(s)* 1904 Remaining Claim No.

Claimant

12

JEPSEN, WAYNE H

210 MERCHANT P O BOX 182

GAYVILLE, SD 57031-0182 1903 $3,000.00 UNS 00-00000 1060

13

JOHN & BERNADETTE TAX

REV LIVING TRUST UAD 2-22-02

JOHN F TAX & BERNADETTE M TAX, 2155 ORLANDO PLACE

SIERRA VISTA, AZ 85635-4902 1902 $5,000.00 UNS 00-00000 1060

14

JONES, DR HERBERT C &

JONES, OLIVE H JTWROS

P O BOX 563 JESUP, IA 50648-0563

1901 $5,000.00 UNS 00-00000 1060

15

JUDY K BUTLER REV TRUST

DTD 12/22/08

JUDY K BUTLER &

LAURENCE V BUTLER TTEES

3081 168 STREET W JORDAN, MN 55352-8303

16

LANGER, DON & ROSE 915 JULIE DR

1132

$5,250.00

UNS

11-11795

1060

ST CLOUD, MN 56303

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amount Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all

Page 3 of 7

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) REDUNDANT CLAIMS Redundant Claim to be Expunged Claim Amount/Classification** $10,000.00 UNS 00-00000 1060 Filed In Case(s)* 1908 Remaining Claim No.

Claimant

17

LORRAINE M ELIASON TRUST

ATTN: LORRAINE M ELIASON 10306 COLORADO RD

BLOOMINGTON, MN 55438 847 $10,000.00 503(b)(9) 11-11795 1060

18

MALMSTROM, DAVID A

ELIZABETH MALMSTROM JT TEN

3074 MOUNT RIDGE RD ROSEVILLE, MN 55113-1224

955 $45,000.00 PRI and UNS 00-00000 1060

19

MANSKE, ARNOLD W

CLARICE M MANSKE TTEE

MANSKE JOINT REVOCABLE TRUST

U/A 5/31/95

E 3265 CO O VIROQUA, WI 54665

20

MATZ, DONALD R. 44971 NITCHE LAKE RD.

1090

$10,500.00

UNS

11-11795

1060

PERHAM, MN 56573

21

MUELLER, EILEEIN M

810

$3,200.00

UNS

11-11795

1060

TOD DESIGNATED ACCOUNT 6429 15TH AVE

RICHFIELD MN 55423

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amount Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all

Page 4 of 7

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) REDUNDANT CLAIMS Redundant Claim to be Expunged Claim Amount/Classification** $5,000.00 UNS 11-11795 1060 Filed In Case(s)* 1442 Remaining Claim No.

Claimant

22

NEWHOUSE, WAYNE JOHN &

NEWHOUSE, MURIEL FRANCES JTWROS TOD 33636 CHESTNUT CIRCLE

MOOSE LAKE, MN 55767-2216 1034 $217,676.00 UNS 11-11796 1060

23

PASCUZZI, PETE

2715 CRYSTAL FALL DR

GARLAND, TX 75044

24

PFLIPSEN, ALFRED H.

1066

No Amt Given**

UNS

11-11795

1060

31322 115TH AVE

SAINT JOSEPH, MN 56374

25

POPP, DEAN R

1198

$25,000.00

UNS

00-00000

1060

2506 VIVIAN ST

DENVER CO 80215

26

RUNK, DENNIS L (ROTH IRA)

806

$53,506.85

UNS

11-11795

1060

FCC AS CUSTODIAN

PO BOX 235

LITTLESTOWN PA 17340-0235

27

SEHY, VICKIE IRA ETRADE CUSTODIAN

1496

$1,000.00

UNS

11-11795

1060

19 ANNETTE PARK DR

BOZEMAN, MT 59715-9206

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amount Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all

Page 5 of 7

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) REDUNDANT CLAIMS Redundant Claim to be Expunged Claim Amount/Classification** $10,500.00 UNS 11-11795 1060 Filed In Case(s)* 1058 Remaining Claim No.

Claimant

28

SELMAR S. KNUTSON TTEE

SHARON M. KNUTSON TTEE 703 13TH AVE SOUTH

SAINT CLOUD, MN 56301 841 $19,000.00 UNS 11-11795 1060

29

SHI, HUILI

YONG L NEE

3225 OLD BRAINARD ROAD PEPPER PIKE, OH 44124-5626

1146 $7,380,000.00 UNS 11-11795 1060

30

STANDARD GENERAL MASTER FUND L.P.

ATTN: JOSEPH MAUSE

650 MADISON AVENUE, 23RD FLOOR

NEW YORK, NY 10022 1147 $7,770,000.00 UNS 11-11795 1060

31

STANDARD GENERAL OC MASTER FUND L.P.

ATTN: JOSEPH MAUSE

650 MADISON AVENUE, 23RD FLOOR

NEW YORK, NY 10022 837 $52,500.00 11-11795 1060

32

WAYNE SALITA PSP 01/01/2003

WAYNE SALITA TTEE

4615 JEWEL LN N

503(b)(9), PRI, and SEC

PLYMOUTH MN 55446-2451

* - See Claim Class Code and Debtor Case Number Legends at the end of this report ** - "No Amount Given" includes, without limitation, Undetermined, Unliquidated, Unknown, To be Determined or the like or when no amount is listed at all

Page 6 of 7

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) REDUNDANT CLAIMS Redundant Claim to be Expunged Claim Amount/Classification** Filed In Case(s)* Remaining Claim No.

Claimant

Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDERS INC.

11-11796 (796)

PERKINS & MARIE CALLENDER'S HOLDING INC.

11-11797 (797)

PERKINS & MARIE CALLENDER'S REALTY LLC

11-11798 (798)

PERKINS FINANCE CORP.

11-11799 (799)

WILSHIRE RESTAURANT GROUP LLC

11-11800 (800)

PMCI PROMOTIONS LLC

11-11801 (801)

MARIE CALLENDER PIE SHOPS, INC.

11-11802 (802)

MARIE CALLENDER WHOLESALERS, INC.

11-11803 (803)

MACAL INVESTORS, INC.

11-11804 (804)

MCID, INC.

11-11805 (805)

WILSHIRE BEVERAGE, INC.

11-11806 (806)

FIV CORP.

00-00000 (000)

NO DEBTOR AND CASE GIVEN

Claim Class Code Legend UNS Unsecured Claim

PRI

Priority Claim

SEC Secured Claim 503(b)(9) 503(b)(9) Claim

ADM

Administrative Claim

Page 7 of 7

EXHIBIT 2 Blackline

01:12176991.1

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 SUSTAINING, IN PART, REORGANIZED DEBTORS SIXTEENTH (16TH) OMNIBUS (NON-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 Sixteenth (16TH) Omnibus (Non-Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 (the Objection)2 of Perkins & Marie Callenders, LLC and its affiliated Reorganized 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), disallowing and expunging in full each of the Disputed Claims identified on Exhibits A, B, C and D attached hereto; 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 Reorganized Debtors and the Debtors, their estates and creditors and
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. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Objection.

01:12087302.212087302.3

other parties in interest; and sufficient cause appearing for the relief requested in the Objection, it is hereby ORDERED, ADJUDGED AND DECREED that: 1. The Objection is sustained to the extent provided for herein and on Exhibits A, B,

C and D attached hereto. 2. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and

3007 and Local Rule 3007-1, the No Supporting or Insufficient Supporting Documentation Claims identified on Exhibit A attached hereto are hereby disallowed and expunged in their entirety. 3. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and

3007 and Local Rule 3007-1, the Multiple Debtor Claims identified on Exhibit B attached hereto are hereby disallowed and expunged in their entirety. 4. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and

3007 and Local Rule 3007-1, the Duplicate Claims identified on Exhibit C attached hereto are hereby disallowed and expunged in their entirety. 5. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and

3007 and Local Rule 3007-1, the Redundant Claims identified on Exhibit D attached hereto are hereby disallowed and expunged in their entirety. 6. The Objection shall be deemed to be withdrawn without prejudice solely as it

pertains to Claim Number 1028 of Carol Feather. 7. 6. Any and all rights of the Reorganized Debtors and the Debtors and their estates

to amend, supplement or otherwise modify the Objection and to file additional objections to any and all claims filed in these Chapter 11 Cases, including, without limitation, any and all of the Disputed Claims and the Remaining Claims, shall be reserved. Any and all rights, claims and

2
01:12087302.212087302.3

defenses of the Reorganized Debtors and the Debtors and their estates with respect to any and all of the Disputed Claims and the Remaining Claims shall be reserved, and nothing included in or omitted from the Objection shall impair, prejudice, waive or otherwise affect any such rights, claims and defenses. 8. 7. 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 June ___, 2012

____________________________________ Kevin Gross Chief United States Bankruptcy Judge

3
01:12087302.212087302.3

EXHIBIT A No Supporting or Insufficient Supporting Documentation Claims

01:12087302.212087302.3

EXHIBIT B Multiple Debtor Claims

01:12087302.212087302.3

EXHIBIT C Duplicate Claims

01:12087302.212087302.3

EXHIBIT D Redundant Claims

01:12087302.212087302.3