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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER’S INC.,1 et al.

, Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.
Objection Deadline: September 13, 2011 at 4:00 p.m. (ET) Hearing Date: September 20, 2011 at 3:00 p.m. (ET)

DEBTORS’ MOTION FOR AN ORDER, PURSUANT TO BANKRUPTCY RULES 9006 AND 9027, EXTENDING THE PERIOD WITHIN WHICH THE DEBTORS MAY REMOVE ACTIONS PURSUANT TO 28 U.S.C. § 1452 Perkins & Marie Callender’s Inc. (f/k/a The Restaurant Company) (“PMCI”) and its affiliated debtor entities (collectively, with PMCI, the “Debtors”), by and through their undersigned counsel, respectfully submit this motion (the “Motion”) for entry of an order, pursuant to Rules 9006 and 9027 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), extending the period within which the Debtors may remove actions pursuant to 28 U.S.C. § 1452 through and including January 9, 2012. In support of this Motion, the Debtors respectfully represent as follows: Jurisdiction and Venue 1. This Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157

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

28 U.S.C. §§ 1408 and 1409.

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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3. Rules 9006 and 9027.

The statutory predicates for the relief requested herein are Bankruptcy

Factual Background 4. On June 13, 2011 (the “Petition Date”), each of the Debtors filed a

voluntary petition for relief under chapter 11 of the Bankruptcy Code, and each thereby commenced chapter 11 cases (collectively, the “Chapter 11 Cases”) in this Bankruptcy Court (the “Court”). No request has been made for the appointment of a trustee or examiner, and the Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On June 24, 2011, the Office of the United States Trustee appointed an Official Committee of Unsecured Creditors (the “Committee”). 5. Additional information about the Debtors’ businesses, the events leading

up to the Petition Date, and the facts and circumstances surrounding the Debtors and the Chapter 11 Cases can be found in the “Declaration of Joseph F. Trungale in Support of Debtors’ Chapter 11 Petitions and First Day Motions” [Docket No. 19], filed on the Petition Date and incorporated by reference herein. Relief Requested 6. Currently, September 11, 2011 is the deadline for the Debtors to file

notices of removal pursuant to 28 U.S.C. § 1452 and Bankruptcy Rule 9027 (the “Current Removal Deadline”).2 By this Motion, the Debtors seek entry of an order extending the period within which the Debtors may remove actions and related proceedings, by 120 days, through and

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Because September 11, 2011 is a Sunday, pursuant to Bankruptcy Rule 9006(a)(1), the Current Removal Deadline in fact automatically extends to the next business day, which is Monday, September 12th.

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including January 9, 2012,3 without prejudice to the Debtors’ rights to seek further extensions of the time within which to remove actions and related proceedings. Basis for Relief Requested 7. Bankruptcy Rule 9027 and 28 U.S.C. § 1452 govern the removal of

pending civil actions. Specifically, section 1452(a) provides that: [a] party may remove any claim or cause of action in a civil action other than a proceeding before the United States Tax Court or a civil action by a governmental unit to enforce such governmental unit’s police or regulatory power, to the district court for the district where such civil action is pending, if such district court has jurisdiction of such claim or cause of action under section 1334 of this title. 28 U.S.C. § 1452(a). Bankruptcy Rule 9027(a)(2) further provides, in pertinent part that: [i]f the claim or cause of action in a civil action is pending when a case under the [Bankruptcy] Code is commenced, a notice of removal may be filed in the bankruptcy court only within the longest of (A) 90 days after the order for relief in the case under the Code, (B) 30 days after entry of an order terminating a stay, if the claim or cause of action in a civil action has been stayed under § 362 of the Code, or (C) 30 days after a trustee qualifies in a chapter 11 reorganization case but not later than 180 days after the order for relief. Fed. R. Bankr. P. 9027(a)(2). 8. Bankruptcy Rule 9006(b) provides that the court may extend unexpired

time periods, such as the Debtors’ removal period, without notice: [W]hen an act is required or allowed to be done at or within a specified period by these rules or by a notice given thereunder or by order of court, the court for cause shown may at any time in its discretion … with or without motion or notice order the period enlarged if the request therefor is made before the expiration of the period originally prescribed or as extended by a previous order.

Pursuant to Rule 9006-2 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the “Local Rules”), the filing of this Motion prior to the expiration of the Current Removal Deadline shall automatically extend the Current Removal Deadline until the Court acts on this Motion without the necessity for entry of a bridge order.

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Id. at 9006(b)(1). Accordingly, this Court is authorized to grant the relief requested herein. See Raff v. Gordon, 58 B.R. 988 (Bankr. E.D. Pa. 1986) (stating that period in which to file motion to remove may be expanded pursuant to Bankruptcy Rule 9006); Jandous Elec. Constr. Corp. v. City of New York (In re Jandous Elec. Constr. Corp.), 106 B.R. 48 (Bankr. S.D.N.Y. 1989) (same); see also, Doan v. Loomis (In re Fort Dodge Creamery Co.), 117 B.R. 438 (Bankr. N.D. Iowa 1990) (implying that time period in which removal motion may be filed may be extended pursuant to Bankruptcy Rule 9006); In re Boyer, 108 B.R. 19 (Bankr. N.D.N.Y. 1988) (same). 9. The Debtors are parties to actions currently pending in the courts of

certain states and federal districts (collectively, the “Actions”), and believe that it is prudent to seek an extension of the time established by Bankruptcy Rule 9027 to protect their rights to remove these Actions. Given the size and national reach of the Debtors’ business operations, since the commencement of these Chapter 11 Cases, the Debtors’ management and professional advisors have devoted a significant amount of effort towards ensuring a smooth transition of the Debtors’ operations into chapter 11. Furthermore, prior and subsequent to the Petition Date, the Debtors have devoted a substantial amount of time, energy and resources toward negotiating the Restructuring Support Agreement, designed to mutually and consensually develop and agree upon the parameters of a reorganization program for the Debtors that will, among other things, delever their capital structure, and serve as a blueprint for an efficient and effective chapter 11 reorganization process. Indeed, in accordance with the Restructuring Support Agreement, on July 14 and 15, 2011, respectively, the Debtors filed the (i) Debtors’ Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 221] (including all exhibits thereto and as may be amended, modified or supplemented from time to time, the “Plan”) and (ii) the Disclosure Statement for Debtors’ Joint Plan of Reorganization Under Chapter 11 of the

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Bankruptcy Code [Docket No. 222] (including all exhibits thereto and as may be amended, modified or supplemented from time to time, the “Disclosure Statement”). A hearing for this Court to consider approval of the Disclosure Statement is currently scheduled for September 8, 2011. 10. While performing various tasks related to the negotiation of the

Restructuring Support Agreement, the Plan and the Disclosure Statement, including actively working with the Restructuring Support Parties, the Debtors have also filed their Schedules of Assets and Liabilities and Statements of Financial Affairs, which necessarily required an expenditure of substantial time and effort on the part of the Debtors and certain of their personnel and professional advisors. The Debtors have also spent a great deal of time reviewing hundreds of non-residential real property leases under which they are lessees to determine which leases to assume or reject in these Chapter 11 Cases, and have been active in their efforts to negotiate certain amendments or modifications to such leases. At the same time, the Debtors’ management and their professional advisors have been dealing with a myriad of administrative issues attendant to the commencement of these Chapter 11 Cases, including, but not limited to, addressing additional adequate assurance requests from their utility providers and preparing initial and monthly operating reports. As a result of the foregoing efforts and others, the Debtors have not had sufficient time to fully review all of the Actions to determine if any should be removed pursuant to Bankruptcy Rule 9027(a). 11. Accordingly, extending the Current Removal Deadline is in the best

interests of the Debtors, their estates and creditors. The extension sought will afford the Debtors an opportunity to make more fully informed decisions concerning the removal of any Actions and will assure that the Debtors do not forfeit the valuable rights afforded to them under 28

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U.S.C. § 1452, which could hamper their attempts to maximize recoveries through these Chapter 11 Cases. Furthermore, the Debtors submit that granting the extension requested herein will not prejudice the rights of their adversaries in the Actions because, in many (if not all) circumstances, such parties may not prosecute these actions absent relief from the automatic stay. In addition, nothing herein will prejudice any party to an Action that the Debtors may ultimately attempt to remove from seeking the remand of such action under 28 U.S.C § 1452(b) at the appropriate time. 12. For the reasons set forth above, the Debtors submit that extending the

Current Removal Deadline through and including January 9, 2012 is necessary, prudent and in the best interests of the Debtors, their estates and creditors. Notice 13. The Debtors will serve notice of this Motion upon: (i) the U.S. Trustee;

(ii) counsel to the Committee; (iii) counsel to the agent for the Debtors’ pre-petition Credit Facility and post-petition debtor-in-possession financing facility; (iv) counsel to the indenture trustee for the Senior Secured Notes; (v) counsel to the indenture trustee for the Senior Notes; (vi) counsel to the Restructuring Support Parties; (vii) all known parties to the Actions and their counsel, if known; and (viii) all parties that, as of the filing of this Motion, have requested notice in these Chapter 11 Cases pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested, the Debtors submit that no other or further notice is necessary. No Prior Request 14. any other court. No prior motion for the relief requested herein has been made to this or

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Conclusion WHEREFORE, the Debtors respectfully request the Court to enter an order, substantially in the form attached hereto as Exhibit A, extending the Current Removal Deadline through and including January 9, 2012, and granting such other and further relief as this Court deems just and proper. Dated: September 2, 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 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 CALLENDER’S INC., ET AL., Debtors and Debtors-in-Possession

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER’S INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.
Objection Deadline: September 13, 2011 at 4:00 p.m. (ET) Hearing Date: September 20, 2011 at 3:00 p.m. (ET)

NOTICE OF DEBTORS’ MOTION FOR AN ORDER, PURSUANT TO BANKRUPTCY RULES 9006 AND 9027, EXTENDING THE PERIOD WITHIN WHICH THE DEBTORS MAY REMOVE ACTIONS PURSUANT TO 28 U.S.C. § 1452 TO: (I) THE U.S. TRUSTEE; (II) COUNSEL TO THE COMMITTEE; (III) COUNSEL TO THE AGENT FOR THE DEBTORS’ PRE-PETITION CREDIT FACILITY AND POST-PETITION DEBTOR-IN-POSSESSION FINANCING FACILITY; (IV) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR SECURED NOTES; (V) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR NOTES; (VI) COUNSEL TO THE RESTRUCTURING SUPPORT PARTIES; (VII) ALL KNOWN PARTIES TO THE ACTIONS AND THEIR COUNSEL, IF KNOWN; AND (VIII) ALL PARTIES THAT, AS OF THE FILING OF THE MOTION, HAVE REQUESTED NOTICE IN THESE CHAPTER 11 CASES PURSUANT TO BANKRUPTCY RULE 2002.

PLEASE TAKE NOTICE that the debtors and debtors in possession in the above-captioned cases (collectively, the “Debtors”) have filed the attached Debtors’ Motion for an Order, Pursuant To Bankruptcy Rules 9006 and 9027, Extending the Period Within Which the Debtors May Remove Actions Pursuant To 28 U.S.C. § 1452 (the “Motion”). PLEASE TAKE FURTHER NOTICE that any objections to the relief requested in the Motion must be filed on or before September 13, 2011 at 4:00 p.m. (ET) (the “Objection Deadline”) with the United States Bankruptcy Court for the District of Delaware, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801. At the same time, you must serve a copy of your objection upon the undersigned counsel to the Debtors so as to be received on or before the Objection Deadline.

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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PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE MOTION WILL BE HELD ON SEPTEMBER 20, 2011 AT 3:00 P.M. (ET) BEFORE THE HONORABLE KEVIN GROSS IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 6TH FLOOR, COURTROOM #3, WILMINGTON, DELAWARE 19801. PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE MOTION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED THEREIN WITHOUT FURTHER NOTICE OR A HEARING. Dated: September 2, 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 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 CALLENDER’S INC., ET AL., Debtors and Debtors-in-Possession

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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 CALLENDER’S INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.
Ref. Docket No. _____

ORDER, PURSUANT TO BANKRUPTCY RULES 9006 AND 9027, EXTENDING THE PERIOD WITHIN WHICH THE DEBTORS MAY REMOVE ACTIONS PURSUANT TO 28 U.S.C. § 1452 Upon the Debtors’ Motion for an Order, Pursuant to Bankruptcy Rules 9006 and 9027, Extending the Period Within Which the Debtors May Remove Actions Pursuant To 28 U.S.C. § 1452 (the “Motion”),2 the Court finds that: (i) it has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; (ii) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); (iii) the relief requested in the Motion is in the best interest of the above-captioned debtors and debtorsin-possession (collectively, the “Debtors”), their estates and creditors; (iv) notice of the Motion and the hearing thereon was sufficient under the circumstances; and (v) after due deliberation, good and sufficient cause exists for the relief requested in the Motion. Accordingly, it is hereby ORDERED, ADJUDGED AND DECREED that: 1. The Motion is GRANTED.

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

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2.

The time period provided by Bankruptcy Rule 9027 within which the

Debtors may file notices of removal of claims and causes of action is hereby enlarged and extended through and including January 9, 2012 (the “Removal Deadline”). 3. This Order shall be without prejudice to the Debtors’ rights to seek further

extensions of the Removal Deadline. 4. This Court shall retain jurisdiction with respect to any and all matters

arising from or related to the interpretation or implementation of this Order. Date: September ____, 2011 KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

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