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1 2 3 4 5 6 7 8 9 10 APPEARANCES: 11 IN RE

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UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE ) ) PERKINS & MARIE CALLENDER’S INC.) et al., ) Debtors. ) ) ) ) ) ) Case No. 11-11795 (KG) Chapter 11 Courtroom No. 3 824 Market Street Wilmington, Delaware 19801 August 22, 2011 2:00 P.M.

TRANSCRIPT OF HEARING BEFORE HONORABLE KEVIN GROSS UNITED STATES BANKRUPTCY JUDGE

For the Debtors: 12 13 14 15 16 17 18 19 20 21 22 23 24 25 ECRO: Transcription Service:

Young Conaway Stargatt & Taylor, LLP By: ROBERT S. BRADY, ESQUIRE 1000 West Street, 17th Floor Wilmington, Delaware 19801 (302) 571-6600 Troutman Sanders LLP By: HOLLACE COHEN, ESQ. The Chrysler Building 405 Lexington Avenue New York, NY 10174 (212) 704-6000 DANA MOORE Reliable 1007 N. Orange Street Wilmington, Delaware 19801 Telephone: (302) 654-8080 E-Mail: gmatthews@reliable-co.com

Proceedings recorded by electronic sound recording; transcript produced by transcription service.

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For Wells Fargo:

Paul Hastings Janofsky & Walker By: JESSE AUSTIN, ESQUIRE 600 Peachtree Street, N.E., 28th Fl. Atlanta, Georgia 30308 (404)815-2400 Ropes & Gray By: MARK SOMERSTEIN, ESQUIRE 1211 Avenue of the Americas New York, New York 10036 (212) 596-9000

For the Creditors Committee:

3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 NOTICE OF AGENDA MATTERS: For the Debtors, by Mr. Brady For the Debtors, by Ms. Cohen For the Committee, by Mr. Somerstein For Wells Fargo, by Mr. Austin INDEX Page 4 5 6 8

4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 THE CLERK: please be seated. good to see you. MR. BRADY: Good to see you, Your Honor; Robert Good afternoon, everyone. Thank you and

Nice to see you all.

And Mr. Brady, it’s

Brady for the record on behalf of Perkins and Marie Calendars. THE COURT: MR. BRADY: filed on August 18th. THE COURT: MR. BRADY: Good. Your Honor, matters 1 and 2 have been Yes. For today, we’ll be following the agenda

adjourned to the next omnibus date which is September 20th. THE COURT: MR. BRADY: Yes. An order has been entered on matter 3.

With respect to matter 4, the Court had entered an order on our C&O. There was a late filed objection that came in.

That has since been withdrawn, so I believe that order can stand. THE COURT: MR. BRADY: We’ll let it stand then; yes. And checking the docket an order now has

been entered on matter 5. THE COURT: MR. BRADY: That’s right. So that leaves us with matters 6 and 7.

We’re here today on a status conference and I yield the podium to my co-counsel Hollace Cohen from Troutman Sanders.

5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 THE COURT: afternoon to you. MS. COHEN: Good afternoon, Your Honor; Hollace Thank you, Mr. Brady. Ms. Cohen, good

Cohen, Troutman Sanders on behalf of the Debtors in these Chapter 11 cases. I’m here, Your Honor, to report on the

progress that we are making with respect to the disclosure statement. As you know, originally we were to have a hearing

on the disclosure statement today and the date for the hearing on the disclosure statement has now been moved to September 8th. And in that connection, also, the date for the

hearing on confirmation is now scheduled for October 31st. But with respect to the progress that’s being made, the Committee has been negotiating with the restructuring support parties concerning certain terms of the plan and disclosure statement. They have given us comments as well

and we believe that real progress is being made and there should be no problem with filing an amended disclosure statement and plan within the short term. THE COURT: MS. COHEN: Okay, well thank you that’s -In addition to that, I’ll just note that

because the restructuring support agreement had a date by which a milestone by which the disclosure statement needed to be approved that date was to be August 23rd. now been moved to September 14th. That date has

The date for obtaining an

order confirming the plan has now been moved to November 8th.

6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 you? THE COURT: Very well, sir; thank you. A few comments, Your Honor. I have And the date by which the plan would have to be consummated and the effective date would be November 29th. So we have

some leeway here, but we’re hoping to do it faster than that schedule to the extent possible. In connection with that, the milestones under the DIP credit agreement have also been changed and they have been moved out 14 days beyond the dates that I just said with respect to the restructuring support agreement. And with

that I’m going to hand it over to counsel to the Committee. I understand that they have an extension of their Committee’s investigative termination date and they’ll report to you on that. Thank you. THE COURT: good to see you. MR. SOMERSTEIN: Thank you, Judge Gross, how are Thank you, Ms. Cohen. Mr. Somerstein,

MR. SOMERSTEIN:

no doubt that there will be a disclosure statement filed and that there likely will be a hearing. Whether or not the

Committee is on board with the business deal that remains to be seen. I will say though, Judge, just so Your Honor

understands where we are, that we are having good faith discussions with the Wayzata, the restructuring support parties. We’re very hopeful that we’ll reach a resolution.

7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 We have a meeting -- we’ve been meeting regularly. fact, have a meeting tomorrow afternoon. We, in

Your Honor will not

be surprised when I tell you that the principle issues that are being negotiated right now are the terms of the governance of the reorganized Debtor and the size of the cash pool. Those are the primary issues that we’re discussing and And, of course, let the Court know

we hope to have a deal. at the next hearing. THE COURT:

All right.

I hope so or I’ll get an

objection if nothing else. MR. SOMERSTEIN: Exactly, Judge; exactly. Or you’ll

see some additional disclosure from the Committee, that’s all. THE COURT: Yes. Your Honor, the only other matter

MR. SOMERSTEIN:

that I’d like to raise with the Court, Your Honor knows very well that under every DIP order Your Honor has ever signed, I assume, there’s a challenge period for the Committee to conduct a lien investigation. We’ve conducted it. We’ve

completed it within the timeframe specified in the DIP order; however, there are a few, frankly, minor items that we’d like a little more time to look at. And the restructuring support

parties and the indenture Trustee for the -- indenture Trustee and collateral agent for the applicable notes is on board with extending our period by 30 days to look at a

8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 couple of, frankly, very small issues that we’re confident we’ll have reviewed by that time. So we prepared an order Should

regarding a stipulation to effectuate that extension. I just present that to the Court? THE COURT:

Please do, Mr. Somerstein, and you Thank you, sir.

certainly may come forward. MR. SOMERSTEIN: THE COURT:

Thank you, Your Honor. Has everyone seen the order? The appropriate party has

Thank you. Yes.

MR. SOMERSTEIN:

actually executed the stipulation and they’ve seen the order. THE COURT: Oh it’s by stipulation; good. By stipulation. Well I certainly have no

MR. SOMERSTEIN: THE COURT:

All right.

problem with the extension and I will be pleased to sign the order on the stipulation. MR. SOMERSTEIN: MR. AUSTIN: THE COURT: MR. AUSTIN: Thank you.

Your Honor? Yes. It’s Jess Austin by telephonic

appearance, how are you today? THE COURT: MR. AUSTIN: Very well, sir, and you? Just fine. I’d like to, for the record

I’m Jess Austin appearing on behalf of Wells Fargo Capital Finance as agent on the DIP loan. I would like the record to

be clear that that extension for a, the investigation period

9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 applies only to the secured notes and does not apply to the clients of Wells Fargo Capital Finance with respect to its prepetition credit facility. THE COURT: And I think the stipulation is I think

fairly clear on that point as I read it quickly. MR. SOMERSTEIN: Yes, Your Honor, it is. That’s

what Mr. Austin has suggested is exactly the case that those are the facts. In fact, I called Mr. Austin today and told

him that we wouldn’t be proceeding, but, of course, I’m sure he wants the Court’s record to reflect our conversation. We’re not proceeding with any extension with respect to the DIP lender or the prepetition lender Mr. Austin’s client; just the secured notes. THE COURT: MR. AUSTIN: THE COURT: The secured notes. Thank you. All right thank you, Mr. Austin, for

clarifying the record and certainly thoroughly representing your client. Do you have a date in mind, Ms. Cohen, by which

the amended disclosure statement will be filed or hopefully filed for a September 8th hearing? MS. COHEN: Your Honor, I don’t think we can yet

state the date; sometime certainly before the hearing. THE COURT: Obviously, yes. Okay. All right well I

will look for those papers and if there’s nothing further then I wish you all a good afternoon and a good rest of the

10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 /s/Mary Zajaczkowski Mary Zajaczkowski, CET**D-531 August 22, 2011 Date CERTIFICATE I certify that the foregoing is a correct transcript from the electronic sound recording of the proceedings in the aboveentitled matter. summer. MR. SOMERSTEIN: THE COURT: Thank you, Your Honor.

The official summer I guess it is,

unofficial summer and we’ll stand in recess. MR. BRADY: MR. AUSTIN: Thank you, Your Honor. Thank you.

UNITED STATES BANKRUPTCY COURT District of Delaware
In Re: Perkins & Marie Callender's Inc., et al. 6075 Poplar Avenue Suite 800 Memphis, TN 38119 EIN: 62−1254388 The Restaurant Company

Chapter: 11

Case No.: 11−11795−KG

NOTICE OF FILING OF TRANSCRIPT AND OF DEADLINES RELATED TO RESTRICTION AND REDACTION A transcript of the proceeding held on 8/22/2011 was filed on 8/24/2011 . The following deadlines apply: The parties have seven days to file with the court a Notice of Intent to Request Redaction of this transcript. The deadline for filing a request for redaction is 9/14/2011 . If a request for redaction is filed, the redacted transcript is due 9//26/2011 . If no such notice is filed, the transcript may be made available for remote electronic access upon expiration of the restriction period, which is 11/22/2011 unless extended by court order. To review the transcript for redaction purposes, you may purchase a copy from the transcriber (see docket for Transcriber's information) or you may view the document at the clerk's office public terminal.

Clerk of Court Date: 8/24/11

(ntc)

Notice Recipients
District/Off: 0311−1 Case: 11−11795−KG User: Al Form ID: ntcBK Date Created: 8/24/2011 Total: 7

Recipients of Notice of Electronic Filing: ust United States Trustee USTPREGION03.WL.ECF@USDOJ.GOV TOTAL: 1 Recipients submitted to the BNC (Bankruptcy Noticing Center): db Perkins &Marie Callender's Inc., et al. 6075 Poplar Avenue Suite 800 Memphis, TN 38119 aty Brett D. Goodman Troutman Sanders LLP The Chrysler Building, 405 Lexington Ave New York, NY 10174 aty Hollace Topel Cohen Troutman Sanders LLP The Chrysler Building, 405 Lexington Ave New York, NY 10174 aty Mitchel H. Perkiel Troutman Sanders LLP The Chrysler Building, 405 Lexington Ave New York, NY 10174 aty Robert F. Poppiti, Jr. Young, Conaway, Stargatt &Taylor, LLP The Brandywine Building 1000 West Street 17th Floor Wilmington, DE 19801 aty Robert S. Brady Young, Conaway, Stargatt &Taylor The Brandywine Bldg. 1000 West Street, 17th Floor PO Box 391 Wilmington, DE 19801 TOTAL: 6