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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 ECRO: APPEARANCES: 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 January 19, 2012 09:30 A.M.

TRANSCRIPT OF HEARING BEFORE HONORABLE KEVIN GROSS UNITED STATES BANKRUPTCY JUDGE

For the Debtors:

Young Conaway Stargatt & Taylor, LLP By: ROBERT S. BRADY, ESQ. The Brandywine Building 1000 West Street, 17th Floor Wilmington, Delaware 19801 (302) 571-6600 AL LUGANO Reliable 1007 N. Orange Street Wilmington, Delaware 19801 Telephone: (302) 654-8080 E-Mail: gmatthews@reliable-co.com

Transcription Service:

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

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For Omega Trust:

Stevens & Lee By: JOHN D. DEMMY, ESQ. 1105 North Market Street, 7th Floor Wilmington, DE 19801 (302) 654-5180

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 INDEX OPENING STATEMENT: For the Debtors, by Mr. Brady NOTICE OF AGENDA MATTERS: For Omega Trust, by Mr. Demmy Page 4 6

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 case. THE COURT: MR. BRADY: Oh yes; congratulations. Thank you; for the record Robert Brady on I should say I hope this THE CLERK: THE COURT: please be seated. MR. BRADY: THE COURT: Good morning, Your Honor. Mr. Brady, based upon the news from this Please rise. Good morning, everyone. Thank you and

morning you may be the only one left in the office. MR. BRADY: I know, Your Honor; that is a massive

behalf of the re-organized Debtors.

goes well, Your Honor, because Mr. Poppiti typically handles these. THE COURT: MR. BRADY: Yes. He was called out of town, and he’s very

concerned about my ability to get this done. THE COURT: MR. BRADY: THE COURT: MR. BRADY: I understand. I will give him a report.

We’ll see how it goes. I’ll tell him how you did. Your Honor, turning to the agenda, the There has been

first matter the Porter’s stay relief motion. an agreement in principle reached. on documentation. THE COURT: MR. BRADY: Yes.

The parties are working

So we would seek to adjourn that over to

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 February 7th hearing date and if we have the documentation done in the interim, we will submit that under certification. THE COURT: MR. BRADY: Exactly, thank you. With respect to the second Omnibus claim

infraction, an order was previously entered sustaining, in part, that objection. There was one claim remaining, and I So I have a

am pleased to report that has been resolved.

form of order resolving the remaining disputed claims in the second Omnibus. THE COURT: Great. I am prepared to sign that order. Good to see you, all right.

Thank you; thank you, Mr. Brady. MR. BRADY:

Your Honor, matter 3 on the agenda is the

fourth Omnibus, again, a quarter sustaining; in part that objection has previously been entered. Down to one remaining And

claim and that’s the claim of Madison Gas and Electric.

as set forth on the agenda that is continued to the February 7th hearing date as the parties continue discussions on that. THE COURT: MR. BRADY: Yes. Matter 4 is the Committees’ objection to It is my

the proof of claim filed by Omega Trust.

understanding that the status line is an accurate representation of where that stands. in principle. There is an agreement

They’re in the process of documenting that, so

for today we would ask that that be continued to February 7 th at 3:00. And, of course, if the documentation is completed

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 we would propose to submit that under certification. THE COURT: Certainly. I see Mr. Demmey in the

Courtroom, and I -- hopefully Mr. Demmey is in agreement with that request. MR. DEMMEY: Lee, for Omega Trust. add. For the record John Demmey, Stevens & Absolutely; I don’t have anything to

I agree with what was in the status of the agenda and And with that I

what Mr. Brady commented about the matter. would ask for leave to be excused. THE COURT: MR. DEMMEY: THE COURT: MR. BRADY: You may. Thank you, Your Honor. Thank you, Mr. Demmey.

Good to see you.

Your Honor, with respect to matter 5 that

is the Debtors’ seventh Omnibus objection as set forth on the exhibit to the agenda. filed. There were a number of responses A couple we had

We have resolved a number of those.

agreed to adjourn. THE COURT: MR. BRADY: Yes. Yesterday a late response was filed by So we have removed them

Custom Refrigeration, Your Honor. from the exhibit. THE COURT: MR. BRADY: Okay.

And we would seek to adjourn that one as

well to the February 7th date as we work with them based on their response.

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 THE COURT: Very well. That is certainly acceptable

to me, and I don’t believe that anyone has appeared on their behalf in any event. MR. BRADY: If I may approach? I have a blackline of

the order that simply walks through those that are being granted. The resolutions are set forth in the form of order

and, otherwise, they are continued as set forth on the exhibit. THE COURT: All right, fine. I am prepared to sign All right,

the order then, Mr. Brady. excellent.

Thank you, sir.

And this does, of course, describe the various I am pleased to sign the order.

resolutions and the like. MR. BRADY:

Yes, Your Honor, with most of these, the

resolutions, either we were provided with sufficient documentation that led us to withdrawal the objection -THE COURT: MR. BRADY: Yes. -- or in certain instances we negotiated

compromise of the amount, and that’s all set forth in that proposal. THE COURT: MR. BRADY: Exactly; yes, good. With respect to matter 6 which is the Again, as set forth on the exhibit Of the

sixth Omnibus objection.

to the agenda, that would be Exhibit C to the agenda.

four claims to which there was a response we’ve resolved three of them. We do seek to go forward today with respect

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 Brady. to one claim where there was a letter response. claim of Quentin Sveinson in the amount of $580. objecting to that on the basis it was late. It’s the We are

The response of

Mr. Sveinson was that we sent it to an old address for him; however, it was the last address, the last known address we had in our records. There was an affidavit of service on

file, and we would seek to expunge that claim as late; otherwise, we have an order that resolves the other responses that were filed. THE COURT: And I assume the claimant did not file a

motion to allow late filed claim, or something of that nature. MR. BRADY: THE COURT: MR. BRADY: telephonically. THE COURT: No he is not and not in the Courtroom, That’s correct. All right. I don’t believe he is appearing

and I will grant that objection or sustain it, I guess, is more appropriate. MR. BRADY: And, Your Honor, I do have a blackline

which again which showed the changes to the order and then a clean copy. THE COURT: Very well, thank you. Thank you, Mr. Good.

Let’s see, all right. MR. BRADY:

I am signing the order.

And with respect to the last matter on

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 the agenda matter 7, the eighth Omnibus as set forth on the exhibit to the agenda. A number of responses were filed. We

have resolved the vast majority of those.

A few we’ve agreed

to adjourn to the February 7 th Omnibus hearing, and there’s a note from the agenda we also granted a number of extensions of time to respond to the parties as we worked through these responses. There is one claim as part of the eighth that we are seeking to go forward on, is a claim of American Heritage Landscape. $1200.00. It’s in the approximate amount, I think, of about The basis there is the invoices provided, Your It was work done in

Honor, were all from early 2007. December of 2006.

Under California law the statute of

limitations for receivables caution of receivables is four years, which means that that would have run approximately March of 2011. As a result, our records indicate that that

is no longer a valid claim against the Debtor or the reorganized Debtors. We have sought to expunge that.

Similarly, I don’t believe they are in the Courtroom, or participating telephonically today to respond to the Debtors’ objection. THE COURT: that fact. That is correct. Let the record reflect

And you know, I know at times it may seem

somewhat to use the word harsh, you know, with some of the claims, but at the same time the Debtors and the Committee

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 and others have a responsibility to other claimants who are entitled or, I should say, other creditors entitled to receive distributions to take these positions. And I

certainly understand the argument that’s been made in support of the objection, and I will sustain it. MR. BRADY: Thank you, Your Honor. We agree as well.

We are just trying to remain consistent. THE COURT: MR. BRADY: Exactly. So that all creditors are treated equally

and where we have valid objections, we’re bringing them. THE COURT: MR. BRADY: Exactly. So with that, Your Honor, I have a

blackline form of order, as well as a clean for Your Honor’s consideration. THE COURT: I will be pleased to sign the order then. Thank you, sir. All right, anything

Thank you, Mr. Brady. further, Mr. Brady? MR. BRADY: THE COURT:

Nothing further, Your Honor. Well it won’t be long and you will have a

shorter walk over here at least. MR. BRADY: THE COURT: wonderful. MR. BRADY: THE COURT: I’m looking forward to it. It’s already made a difference on Rodney That is true, next week. Next week, congratulations, that’s

11 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 CERTIFICATE I certify that the foregoing is a correct transcript from the electronic sound recording of the proceedings in the aboveentitled matter. /s/Mary Zajaczkowski Mary Zajaczkowski, CET**D-531 January 22, 2012 Date Square in the evening. I’ve noticed it; we have lights on

Rodney Square now, and it’s very, very, very nice. Wish you well. MR. BRADY: Yes, I think we can change the color of

the lights on the Courthouse so for various events we can -St. Patrick’s day will be the first to -THE COURT: for that. MR. BRADY: THE COURT: -- it will be, it will be green. Mr. Tar (phonetic) let me say good I will look forward to that, thank you

morning to you, and thank you for coming all the way over to Court on a cold morning. And if there is nothing further, we

will stand in recess until the next hearing. MR. BRADY: THE COURT: Thank you, Your Honor. Thank you, everyone. Good day to 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 1/19/2012 was filed on 1/24/2012 . The following deadlines apply: The parties have 7 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 2/14/2012 . If a request for redaction is filed, the redacted transcript is due 2/24/2012 . If no such notice is filed, the transcript may be made available for remote electronic access upon expiration of the restriction period, which is 4/23/2012 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: 1/24/12

(ntc)

Notice Recipients
District/Off: 0311−1 Case: 11−11795−KG User: GingerM Form ID: ntcBK Date Created: 1/24/2012 Total: 7

Recipients of Notice of Electronic Filing: ust United States Trustee USTPREGION03.WL.ECF@USDOJ.GOV aty Robert F. Poppiti, Jr. bankfilings@ycst.com aty Robert S. Brady bankfilings@ycst.com TOTAL: 3 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 TOTAL: 4