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)

MOTION FOR AN ORDER SHORTENING TIME FOR NOTICE OF THE HEARING TO CONSIDER 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
The Official Committee of Unsecured Creditors (the "Committee") of Perkins & Marie Callender's Inc. and its affiliated debtors (collectively, the "Debtors"), by and through its undersigned counsel, submits this motion (the "Motion to Shorten") for an order shortening the time for notice of, and scheduling an expedited hearing to consider, 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 (the "Standing Motion"). In support of this Motion to Shorten, the Committee respectfully represents as follows:

PRELIMINARY STATEMENT 1.
As set forth more fully in the Standing Motion, the Committee has identified more

than $72 million in objectionable filed or scheduled claims of the Debtors' pre-petition equity sponsor and counterparties to certain profit-sharing agreements. Based on the Committee's

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

preliminary investigation, each of these Disputed Claims 2 is not a "claim," as defined in section 101(5) of the Bankruptcy Code, but are equity interests. Additionally, the Committee has identified affirmative claims against each of the Defendants to avoid pre-petition payments made to, and obligations incurred for the benefit of, the Debtors' equity sponsor and the counterparties to the profit-sharing agreements. The Debtors, however, have refused to object to the Disputed Claims or commence the Authorized Actions. Accordingly, by the Standing Motion, the Committee seeks authority to prosecute the Authorized Actions. 2. Shortened notice on the Standing Motion is necessary as a result of certain

provisions of the order dated September 9, 2011 [D.I. 935] (the "Disclosure Statement Order"), by which the Court established procedures for the Debtors to object to any claim solely for plan voting purposes by filing a determination motion (each, a "Determination Motion") with the Court no later than October 3, 2011. In light of the Debtors' refusal to object to the Disputed Claims, by the Standing Motion, the Committee seeks to establish procedures by which the Committee may file their own Determination Motions with respect to the Disputed Claims by the October 3, 2011 deadline. The Standing Motion will only be heard prior to the October 3, 2011 deadline if this Motion to Shorten is granted.
RELIEF REQUESTED

3.

By this Motion to Shorten, and pursuant to Rule 9006-1(e) of the Local Rules for

the United States Bankruptcy Court for the District of Delaware (the "Local Rules") and section 105(a) of the Bankruptcy Code, the Committee requests that the Court shorten the time for notice of, and scheduling an expedited hearing to consider, the Standing Motion prior to October 3, 2011.

Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Standing Motion.

JURISDICTION AND VENUE

4.

This Court has subject matter jurisdiction to consider this Motion to Shorten

pursuant to 28 U.S.C. 157 and 1334. Venue is proper in this Court pursuant to 28 U.S.C. 1408 and 1409. 5. The statutory predicate for the relief requested in this Motion to Shorten is

Bankruptcy Code section 105(a) and Local Rule 9006-1(e).

PROCEDURAL BACKGROUND

6.

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. 7. On June 24, 2011, 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. 4 8. On September 9, 2011, the Court entered the Disclosure Statement Order.

Pursuant to paragraph 14 of the Disclosure Statement Order, the Court ordered:

3
4

On September 16, 2011, Standard General Master Fund LP resigned from the Committee.

On June 24, 2011, the Office of the United States Trustee filed the notice of the appointment of the Committee [D.I. 109], which was subsequently revised on June 28, 2011 [D.I. 127].

The Debtors may object to any claim solely for Plan voting purposes by filing a determination motion (each, a "Determination Motion") with the Court no later than October 3, 2011. Responses, if any, to a Determination Motion shall be filed with the Court, and at the same time served upon the Notice Parties (as defined below), no later than five (5) Business Days prior to the hearing on the Determination Motion. Unless otherwise agreed by the parties, the Court shall conduct a hearing on any Determination Motion at the Confirmation Hearing or such earlier time as may be scheduled by the Court. If a Determination Motion is filed, the ruling by the Court on the Determination Motion shall be considered a ruling with respect to the allowance of the claim(s) at issue under Bankruptcy Rule 3018 solely for the purpose of accepting or rejecting the Plan and such claim(s) shall be counted, for Plan voting purposes only, in the amount determined by the Court. The filing of a Determination Motion or a ruling by the Court thereon shall not affect any right or ability of the Debtors, the Reorganized Debtors or any other party in interest with authority to object to claims in these Chapter 11 Cases to later object to any such claim for any other purposes, including without limitation, distribution under the Plan. 9. Contemporaneously with this Motion to Shorten, the Committee has filed the

Standing Motion, which seeks, inter alia, to establish similar procedures for the Committee to file their own Determination Motions with respect to the Disputed Claims by October 3, 2011.

GROUNDS FOR RELIEF REQUESTED

10. Pursuant to Local Rule 9006-1(c), there is a fourteen-day notice period (plus three

days if service is by mail) for the Standing Motion. However, the fourteen-day period may be shortened by the Court upon written motion specifying the exigencies supporting shortening notice. Local Rule 9006-1(c). Additionally, Bankruptcy Code section 105(a) provides that the Court "may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title."

11.

On the date prior to the filing of this Motion to Shorten and the Standing Motion,

the Debtors informed the Committee that the Debtors would not pursue objections to the Disputed Claims. If the Standing Motion is not heard prior to the October 3, 2011 deadline to object to claims for plan voting purposes, more than $72 million in filed or scheduled claims, which the Committee believes are not claims, but equity interests, would be permitted to vote on the plan as unsecured claims. Accordingly, shortening notice on the Standing Motion is necessary to permit the Committee, if the Standing Motion is granted, to file objections to the Disputed Claims for voting purposes prior to the October 3, 2011 deadline. NO PRIOR REQUEST 12. court. NOTICE 13. Notice of this Motion to Shorten has been delivered to (i) the U.S. Trustee; (ii) No prior request for the relief sought herein has been made to this or any other

counsel to the Debtors; (iii) counsel to Castle Harlan, Inc., P&MC's Real Estate Holding LLC, and P&MC's Holding LLC; (iv) counsel to Omega Trust; (v) counsel to Tri-State House of Pancakes, Inc.; (vi) Mark Apostolou, Martha Apostolou, and Barbara Apostolou Torres; (vii) George Callas; (viii) counsel to Wells Fargo Capital Finance, LLC, the administrative agent for the Debtors' pre-petition secured credit facility and post-petition debtor-in-possession financing facility; (ix) counsel to The Bank of New York Mellon Trust Company N.A., the successor indenture trustee for the Debtors' senior secured notes; (x) counsel to Wilmington Trust Company, the successor indenture trustee for the Debtors' unsecured senior notes; (xi) counsel to Wayzata Investment Partners LLC and its affiliated funds, the counterparties to that certain Restructuring Support Agreement with the Debtors dated June 6, 2011; and (xii) all

other parties that, as of the filing of this Motion to Shorten, 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 to Shorten is required. WHEREFORE, the Committee respectfully requests that the Court (i) enter an order, substantially in the form attached hereto, granting the Motion to Shorten, (ii) schedule the Standing Motion for a hearing at the Court's earliest convenience, prior to October 3, 2011, and (iii) grant such other relief as the Court deems just and necessary.

Dated: September 21, 2011 Wilmington, Delaware

LANDIS RATH & COBB LLP

William 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 Benjamin L. Schneider, Esquire Mark R. Somerstein, Esquire ROPES & GRAY LLP 1211 Avenue of the Americas New York, New York 10036-8704 Telephone: (212) 596-9000 Facsimile . (212) 596-9090 Counsel for the Official Committee of Unsecured Creditor

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)

Debtors.

ORDER GRANTING MOTION FOR AN ORDER SHORTENING TIME FOR NOTICE OF THE HEARING TO CONSIDER 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

Upon consideration of the Motion (the "Motion to Shorten") for an Order Shortening Time for Notice of the Hearing to Consider 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 (the "Standing Motion"), 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 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 sufficient cause appearing therefor, it is hereby ORDERED: 1. 2. The Motion to Shorten is GRANTED. The Standing Motion shall be heard on at

_ .m. (the "Standing

Motion Hearing").

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

3.

Any objections to the relief requested in the Standing Motion shall be filed and

served no later than 5:00 p.m. (E.D.T.) on the day prior to the Standing Motion Hearing. 4. This Court shall retain jurisdiction over any and all matters arising from or related

to the implementation or interpretation of this Order. Dated: Wilmington, Delaware , 2011

The Honorable Kevin Gross Chief Judge, United States Bankruptcy Court

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