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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: May 2, 2012 at 4:00 p.m. (ET) Hearing Date: May 18, 2012 at 10:00 a.m. (ET)

NOTICE OF REORGANIZED DEBTORS’ FIFTEENTH (15TH) OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 TO: (I) THE U.S. TRUSTEE; (II) COUNSEL TO THE CLAIMS ADMINISTRATOR; (III) COUNSEL TO THE AGENT FOR THE DEBTORS’ PRE-PETITION CREDIT FACILITY AND POST-PETITION DEBTOR-INPOSSESSION 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) CLAIMANTS WHOSE DISPUTED CLAIMS ARE SUBJECT TO THE OBJECTION; AND (VIII) ALL PARTIES THAT, AS OF THE FILING OF THE OBJECTION, HAVE REQUESTED NOTICE IN THESE CHAPTER 11 CASES PURSUANT TO BANKRUPTCY RULE 2002.

PLEASE TAKE NOTICE that Perkins & Marie Callender’s, LLC and its affiliated Reorganized Debtors2 have filed the attached Fifteenth (15TH) Omnibus (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”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). PLEASE TAKE FURTHER NOTICE that any responses (each, a “Response”) to the relief requested in the Objection must be filed on or before May 2, 2012 at 4:00 p.m. (ET) (the “Response Deadline”) with the United States Bankruptcy Court for the District of Delaware,
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. “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).
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824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801. At the same time, any party submitting a Response (each, a “Respondent”) must serve a copy of its Response upon the undersigned counsel to the Reorganized Debtors so as to be received on or before the Response Deadline. PLEASE TAKE FURTHER NOTICE that any Response must contain, at a minimum, the following: (a) a caption setting forth the name of the Bankruptcy Court, the case number and the title of the Objection to which the Response is directed; (b) the name of the Respondent and a description of the basis for the amount and classification asserted in the Disputed Claim (as defined in the Objection), if applicable; (c) a concise statement setting forth the reasons why the Disputed Claim should not be disallowed, modified and/or reclassified for the reasons set forth in the Objection, including, but not limited to, the specific factual and legal bases upon which the Respondent will rely in opposing the Objection; (d) all documentation or other evidence of the Disputed Claim or asserted amount and classification, to the extent not included with the proof of claim previously filed with the Bankruptcy Court, upon which the Respondent will rely in opposing the Objection at the Hearing (as defined below); (e) the address(es) to which the Reorganized Debtors must return any reply to the Response; and (f) the name, address and telephone number of the person (which may be the claimant or its legal representative) possessing ultimate authority to reconcile, settle or otherwise resolve the Disputed Claim and/or the Response on behalf of the Respondent. PLEASE TAKE FURTHER NOTICE THAT A HEARING (THE “HEARING”) TO CONSIDER THE OBJECTION WILL BE HELD ON MAY 18, 2012 AT 10:00 A.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.

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PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE OBJECTION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED THEREIN WITHOUT FURTHER NOTICE OR A HEARING. Dated: April 18, 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 Hollace T. Cohen 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

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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: May 2, 2012 at 4:00 p.m. (ET) Hearing Date: May 18, 2012 at 10:00 a.m. (ET)

REORGANIZED DEBTORS’ FIFTEENTH (15TH) OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 Perkins & Marie Callender’s, LLC and its affiliated Reorganized Debtors,2 by and through their undersigned counsel, hereby submit this objection (the “Objection”), 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”), to each of the claims (collectively, the “Disputed Claims”) listed on Exhibits A, B, C and D to the proposed form of order (the “Proposed Order”) attached hereto as Exhibit 2, and request the entry of the Proposed Order disallowing and expunging in full, modifying, modifying and reassigning, or reclassifying each of the Disputed Claims, as indicated in further detail below and on Exhibits A, B, C and D to the Proposed Order. In support of this Objection, the Reorganized Debtors rely on the Declaration of Karen Larson-Young in Support of the Reorganized Debtors’ Fifteenth (15TH)
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. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Plan (as hereinafter defined).
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Omnibus (Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1 (the “Larson-Young Declaration”), a copy of which is attached hereto as Exhibit 1. In further support of this Objection, the

Reorganized Debtors respectfully represent as follows: Jurisdiction and Venue 1. This Court has jurisdiction to consider this Objection under 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 the above-captioned chapter 11 cases and this Objection are proper in

this District pursuant to 28 U.S.C. §§ 1408 and 1409. 3. The statutory predicates for the relief requested herein are section 502(b) of the

Bankruptcy Code, Bankruptcy Rules 3003 and 3007, and Local Rule 3007-1. General 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 subsequent to the Petition Date, the Debtors continued 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 for the District of Delaware (the “U.S. Trustee”) appointed an Official Committee of Unsecured Creditors (the “Committee”) in the Chapter 11 Cases. 5. On September 9, 2011, the Debtors filed the Debtors’ Second Amended

Disclosure Statement for Debtors’ Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 923] (including all exhibits thereto and as may be 2
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amended, modified or supplemented from time to time, the “Disclosure Statement”). That same day, the Court entered an order [Docket No. 935] approving the Disclosure Statement as containing “adequate information” within the meaning of section 1125 of the Bankruptcy Code. 6. On November 1, 2011, this Court entered an order [Docket No. 1287] (the

“Confirmation Order”) confirming 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, the “Plan”) pursuant to section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020. 7. 1370]. 8. Additional information about the Debtors’ businesses, the events leading up to the The Effective Date of the Plan occurred on November 30, 2011 [Docket No.

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. Debtors’ Schedules 9. On July 11, 2011, each of the Debtors filed their Schedules of Assets and

Liabilities [Docket Nos. 182, 184, 186, 188, 190, 192, 194, 196, 198, 200, 202, and 204] and on August 17, 2011, Debtors Perkins & Marie Callender’s Inc. (f/k/a The Restaurant Company) and Marie Callender Pie Shops, Inc. amended theirs [Docket Nos. 745 and 750] (collectively, as amended, the “Schedules”). Bar Date and Proofs of Claim 10. On June 13, 2011, this Court entered an order [Docket No. 36] appointing Omni 3
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Management Group, LLC (“Omni”) as the claims, balloting and noticing agent in these Chapter 11 Cases. Omni is authorized to maintain (i) all proofs of claim filed against the Debtors in these bankruptcy proceedings and (ii) an official claims register (the “Claim Register”) by docketing all proofs of claim in a claims database containing, among other things, information regarding the name and address of each claimant, the date the proof of claim was received by Omni, the claim number assigned to the proof of claim, and the asserted amount and classification of the claim. 11. On July 9, 2011, this Court entered an order [Docket No. 174] (the “Bar Date

Order”) (i) establishing August 16, 2011 at 4:00 p.m. (prevailing Eastern Time) (the “General Bar Date”) as the final date and time for filing proofs of claim against the Debtors’ estates on account of claims (including, without limitation, any secured claims, priority claims, and claims under section 503(b)(9) of the Bankruptcy Code) which arose on or prior to the Petition Date, and (ii) approving the form and manner of notice of the Bar Date (as defined below). 12. Therein, the Court also established December 12, 2011 at 4:00 p.m. (prevailing

Eastern Time) (the “Government Bar Date”) as the final date and time for any governmental unit to file a proof of claim against the Debtors’ estates on account of any claims that arose prior to or on the Petition Date. 13. Additionally, pursuant to the Bar Date Order, any person or entity asserting a

claim (each, a “Rejection Damages Claim”) against the Debtors’ estates in connection with the Debtors’ rejection of an executory contract or unexpired lease under section 365 of the Bankruptcy Code is required to file a proof of claim on or before the later of (i) the General Bar Date or (ii) 4:00 p.m. (prevailing Eastern Time) on the date that is thirty (30) days following the entry of the order approving the rejection of such executory contract or unexpired lease pursuant to which the person or entity asserting the Rejection Damages Claim is a party (the “Rejection 4
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Bar Date”). 14. The Bar Date Order also provided that if the Debtors amend or supplement their

Schedules subsequent to the date of service of the Bar Date Notice (as defined in the Bar Date Order), the Debtors shall give notice of any such amendment or supplement to the holders of claims affected thereby, and such holders shall be afforded the later of (i) the General Bar Date and (ii) twenty-one (21) days from the date on which such notice is given, to file proofs of claim in these Chapter 11 Cases in respect of their claims (together with the General Bar Date, the Government Bar Date and the Rejection Bar Date, collectively, the “Bar Date”). 15. Pursuant to the Bar Date Order, the Bar Date Notice, together with a proof of

claim form, was served by first-class mail no later than two (2) calendar days after entry of the Bar Date Order on: (i) the U.S. Trustee; (ii) counsel to the Committee; (iii) all known holders of claims listed on the Schedules at the addresses stated therein; (iv) all parties known to the Debtors as having potential claims against any of the Debtors’ estates (as of the date of the entry of the Bar Date Order) and their counsel (if known); (v) all parties who have requested notice pursuant to Bankruptcy Rule 2002 (as of the date of the entry of the Bar Date Order); (vi) all known equity security holders of the Debtors; (vii) counsel to the agent for the Debtors’ prepetition Credit Facility and post-petition DIP Facility; (viii) counsel to the indenture trustee for the Senior Secured Notes; (ix) counsel to the indenture trustee for the Senior Notes; (x) counsel to the Restructuring Support Parties; (xi) all counterparties to any of the Debtors’ executory contracts and unexpired leases listed on the Schedules at the addresses stated therein; (xii) the attorneys of record to all parties to pending litigation against any of the Debtors (as of the date of the entry of the Bar Date Order); (xiii) the Internal Revenue Service, the United States Attorney’s Office for the District of Delaware, and all taxing authorities for the jurisdictions in which the Debtors do business; and (xiv) the Securities and Exchange Commission [see Docket 5
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Nos. 276 and 280]. 16. In addition, in accordance with the Bar Date Order, the Publication Notice (as

defined in the Bar Date Order) was published in the USA Today on July 21, 2011 [see Docket No. 380]. 17. Pursuant to Article VIII.D of the Plan and Paragraph 27 of the Confirmation

Order, any and all Claims for damages arising from the rejection of an executory contract or unexpired lease must be filed with the Court in accordance with the terms of the Final Order authorizing such rejection, but in no event later than December 30, 2011 at 4:00 p.m. (prevailing Eastern Time), except for any such Claims on account of an executory contract or unexpired lease rejected pursuant to Article VIII.B of the Plan. Relief Requested 18. By this Objection, the Reorganized Debtors request the Court to enter the

Proposed Order, pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 3007-1, disallowing and expunging in full, modifying, modifying and reassigning, or reclassifying each of the Disputed Claims, as indicated in further detail below and on Exhibits A, B, C and D to the Proposed Order. 19. In accordance with Local Rule 3007-1(e)(i)(E), the Reorganized Debtors believe

that this Objection complies in all respects with Local Rule 3007-1. Objection A. 20. NO LIABILITY CLAIMS After reconciling each of the Disputed Claims against the Debtors’ books and

records, the Reorganized Debtors have determined that the Debtors are not liable with respect to the claims identified on Exhibit A to the Proposed Order under the column titled “Claim Amount/Classification” (collectively, the “No Liability Claims”). 6
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Upon review of the No

Liability Claims, the Reorganized Debtors simply cannot justify these claims as valid. Thus, the Reorganized Debtors believe that the No Liability Claims should be disallowed and expunged in their entirety. Any failure to disallow such claims would result in the applicable claimants receiving an unwarranted recovery against the Debtors’ estates, to the detriment of other creditors in these Chapter 11 Cases. 21. Accordingly, the Reorganized Debtors hereby object to the No Liability Claims

and request the Court to enter the Proposed Order disallowing and expunging in full each of the No Liability Claims, as provided for on Exhibit A to the Proposed Order. B. 22. MODIFIED AMOUNT CLAIMS The claimants asserting the claims identified under the column titled “Claim

Amount/Classification” on Exhibit B to the Proposed Order (collectively, the “Modified Amount Claims”) asserted an amount that was higher than the amount of liability reflected in the books and records of the Debtors. As a result, the amount of these claims should be modified by reducing the amount to the dollar values listed under the column titled “Modified Claim Amount/Classification” on Exhibit B to the Proposed Order. Any failure to modify the Modified Amount Claims in this manner would result in the applicable claimants receiving an unwarranted recovery against the Debtors’ estates, to the detriment of other creditors in these chapter 11 proceedings. 23. Accordingly, the Reorganized Debtors hereby object to the Modified Amount

Claims and request the Court to enter the Proposed Order reducing the value of the Modified Amount Claims, as provided for on Exhibit B to the Proposed Order. C. 24. MODIFIED AMOUNT, WRONG DEBTOR CLAIMS The claims listed on Exhibit C to the Proposed Order under the column titled

“Claim Amount/Classification” (collectively, the “Modified Amount, Wrong Debtor Claims”) 7
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were filed by the claimants against the Debtors identified by the case numbers listed under the column titled “Filed In Case(s)” on Exhibit C to the Proposed Order. Additionally, some of the Modified Amount, Wrong Debtor Claims failed to list any Debtor entity or case number. After reviewing the Debtors’ books and records, the Reorganized Debtors believe that they have determined the appropriate Debtors that the Modified Amount, Wrong Debtor Claims should have been filed against. As a result, the Reorganized Debtors have listed a new case number for each of the Modified Amount, Wrong Debtor Claims under the column titled “Modified Case” on Exhibit C to the Proposed Order. The Reorganized Debtors believe that any failure to reassign the Modified Amount, Wrong Debtor Claims to the correct Debtor entities would result in claims being improperly asserted against the estates of certain other Debtors. 25. In addition, the claimants asserting the Modified Amount, Wrong Debtor Claims

asserted an amount that was higher than the amount of liability reflected in the Debtors’ books and records. As a result, the Reorganized Debtors believe that the amount of these claims should be modified by reducing or fixing the amount to the dollar values listed under the column titled “Modified Claim Amount/Classification” on Exhibit C to the Proposed Order. Any failure to modify these claims in this manner will result in the applicable claimant receiving an unwarranted recovery against the Debtors’ estates to the detriment of other creditors in these Chapter 11 Cases. 26. Accordingly, the Reorganized Debtors hereby object to the Modified Amount,

Wrong Debtor Claims and request the Court to enter the Proposed Order reassigning the Modified Amount, Wrong Debtor Claims to the appropriate Debtors and case numbers and reducing the amounts of such Modified Amount, Wrong Debtor Claims, as provided for on Exhibit C to the Proposed Order.

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D. 27.

RECLASSIFIED CLAIMS Local Rule 3007-1(f)(iii) provides that an objection based on substantive grounds,

other than incorrect classification of a claim, shall include all substantive objections to such claim. An objection based on incorrect classification of a claim, however, shall “provide in the title (or otherwise conspicuously state) that substantive rights may be affected by [the objection] and by any further [o]bjection that may be filed and otherwise compl[y] with [the] Local Rules [other than Local Rules 3007-1(f)(i) and (ii)].” Del. Bankr. L.R. 3007-1(f)(iii). 28. The claimants asserting the claims identified under the column titled “Claim

Amount/Classification” on Exhibit D to the Proposed Order (collectively, the “Reclassified Claims”) asserted that all or a portion of their claims are entitled to secured, administrative or priority status. After reconciling the Reclassified Claims against the Debtors’ books and records, the Reorganized Debtors have determined that the priority level of the Reclassified Claims should be adjusted. Specifically, the Reclassified Claims are not entitled, under the Bankruptcy Code or otherwise, to the secured, administrative or priority status set forth in each claimant’s proof of claim. As a result, the Reorganized Debtors believe that these Reclassified Claims should be reclassified as indicated in the “Modified Claim Amount/Classification” column on Exhibit D to the Proposed Order. Any failure to do so would award the claimants undue secured, administrative or priority status to the detriment of other creditors in these Chapter 11 Chases. 29. Accordingly, the Reorganized Debtors hereby object to the Reclassified Claims

and request the Court to enter the Proposed Order reclassifying, in full or in part, as appropriate, each of the Disputed Claims, as provided for on Exhibit D to the Proposed Order.

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Reservation of Rights 30. The Reorganized Debtors and the Debtors and their estates reserve any

and all rights to amend, supplement or otherwise modify this 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. The Reorganized Debtors and the Debtors and their estates also reserve any and all rights, claims and defenses with respect to any and all of the Disputed Claims, and nothing included in or omitted from this Objection shall impair, prejudice, waive or otherwise affect any such rights, claims and defenses. Notice 31. The Reorganized Debtors will serve notice of this Objection upon: (i) the

U.S. Trustee; (ii) counsel to the Claims Administrator; (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) claimants whose Disputed Claims are subject to this Objection; and (viii) all parties that, as of the filing of this Objection, have requested notice in these Chapter 11 Cases pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested, the Reorganized Debtors submit that no other or further notice is necessary. Remainder of page intentionally left blank

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Conclusion WHEREFORE, the Reorganized Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit 2, granting the relief requested herein and such other and further relief as the Court may deem just and proper. Dated: April 18, 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 Hollace T. Cohen 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

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EXHIBIT 1 Larson-Young Declaration

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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.

DECLARATION OF KAREN LARSON-YOUNG IN SUPPORT OF THE REORGANIZED DEBTORS’ FIFTEENTH (15TH) OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 I, KAREN LARSON-YOUNG, pursuant to 28 U.S.C. § 1746, hereby declare: 1. I am a Vice President, Finance of Perkins & Marie Callender’s, LLC, one of the

Reorganized Debtors.2 In this capacity I am generally familiar with the Debtors’ day-to-day operations, businesses, financial affairs and books and records. 2. In this capacity, I am one of the individuals primarily responsible for overseeing I have read the

the claims reconciliation and objection process in the Chapter 11 Cases.

Reorganized Debtors’ Fifteenth (15TH) Omnibus (Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 30071 (the “Objection”), and am directly, or by and through other personnel or agents of the Reorganized Debtors, reasonably familiar with the information contained therein, the proposed form of order (the “Proposed Order”) approving the relief requested in the Objection, and the

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. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Objection (as hereinafter defined).
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exhibits attached to the Proposed Order. I am authorized to execute this Declaration on behalf of the Reorganized Debtors. 3. Considerable resources and time have been expended in reviewing and

reconciling the proofs of claim filed or pending against the Debtors and their estates in these Chapter 11 Cases. The claims were carefully reviewed and analyzed in good faith utilizing due diligence by the appropriate personnel, including the claims agent in the Chapter 11 Cases, Omni Management Group, LLC. These efforts resulted in the identification of the “No Liability Claims,” the “Modified Amount Claims,” the “Modified Amount, Wrong Debtor Claims,” and the “Reclassified Claims,” as defined in the Objection and identified on Exhibits A, B, C and D to the Proposed Order, respectively. 4. The information contained on Exhibits A, B, C and D to the Proposed Order is

true and correct to the best of my knowledge, information and belief. 5. The Reorganized Debtors have reviewed the Debtors’ books and records and

determined that the Debtors have no record of any liability on account of the No Liability Claims identified on Exhibit A to the Proposed Order. Accordingly, to prevent the claimants from receiving an unwarranted recovery, to the detriment of other creditors in these Chapter 11 Cases, the Reorganized Debtors seek to expunge and disallow in full the No Liability Claims. 6. After a review of the Debtors’ books and records, the Reorganized Debtors have

determined that in order to prevent the claimants asserting the Modified Amount Claims from receiving an unwarranted recovery against the Debtors’ estates, to the detriment of other creditors in these Chapter 11 Cases, it is necessary to reduce in value the Modified Amount Claims, as provided for on Exhibit B to the Proposed Order.

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7.

After reviewing the Debtors’ books and records, the Reorganized Debtors have

determined that the Modified Amount, Wrong Debtor Claims listed on Exhibit C to the Proposed Order were filed against the wrong Debtor entity or no Debtor entity at all. The Reorganized Debtors therefore seek to reassign the Modified Amount, Wrong Debtor Claims to the case numbers for the appropriate Debtor entities in order to prevent the claims from being improperly asserted against certain other Debtor entities. The Reorganized Debtors have also determined that the Modified Amount, Wrong Debtor Claims should be modified to the amounts listed on Exhibit C to the Proposed Order in order to prevent the claimants from receiving an unwarranted recovery from the Debtors’ estates. 8. The Reorganized Debtors have reviewed the Debtors’ books and records and

determined that the Reclassified Claims identified on Exhibit D to the Proposed Order should be reclassified as provided for on Exhibit D in order to prevent the claimants from receiving undue secured, administrative or priority status, to the detriment of other creditors of the Debtors’ estates. As a result, the Reorganized Debtors seek to reclassify the Reclassified Claims in the manner provided for on Exhibit D to the Proposed Order I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct to the best of my knowledge, information and belief. Executed on April 18, 2012 /s/ Karen Larson-Young Karen Larson-Young Vice President, Finance

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EXHIBIT 2 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 SUSTAINING REORGANIZED DEBTORS’ FIFTEENTH (15TH) OMNIBUS (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 Fifteenth (15TH) Omnibus (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 Callender’s, 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, modifying, modifying and reassigning, or reclassifying 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 Court’s

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. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Objection.
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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 other parties in interest; and sufficient cause appearing for the relief requested in the Objection, it is hereby ORDERED, ADJUDGED AND DECREED that: 1. 2. The Objection is sustained. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and

3007 and Local Rule 3007-1, the No Liability 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 Modified Amount Claims identified on Exhibit B attached hereto are hereby modified by reducing the amounts of such Modified Amount Claims to the dollar values listed under the column titled “Modified Claim Amount/Classification” on Exhibit B attached hereto. 4. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and

3007 and Local Rule 3007-1, the Modified Amount, Wrong Debtor Claims identified on Exhibit C attached hereto are hereby (i) modified by reducing or fixing the amounts of such Modified Amount, Wrong Debtor Claims to the dollar values listed under the column titled “Modified Claim Amount/Classification” on Exhibit C attached hereto and (ii) reassigned to the case numbers (and corresponding Debtors) indicated under the column titled “Modified Case” on Exhibit C attached hereto. 5. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and

3007 and Local Rule 3007-1, the Reclassified Claims identified on Exhibit D attached hereto are

2
01:11956946.1

hereby reclassified to the priority levels indicated in the column titled “Modified Claim Amount/Classification” on Exhibit D attached hereto. 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, 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 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. 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 May ___, 2012

____________________________________ Kevin Gross Chief United States Bankruptcy Judge

3
01:11956946.1

EXHIBIT A No Liability Claims

01:11956946.1

201204111301

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

Claimant Reason
2285 $10,694.32 SEC 11-11795

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

1

ADA COUNTY TREASURER

RAY CHACKO $10,694.32

200 W. FRONT ST., ROOM 3191

Based on a review of the supporting documentation filed with the claim, the claim is for property taxes on real property that the Debtors did not own. As such, the Debtors object to the claim based on no liability.

BOISE, ID 83702

2 $7,096.31 $14,954.89 UNS

MISSOURI DEPARTMENT OF REVENUE

1689

$7,858.58

PRI

11-11795, 11-11801

ATTN: DEB BUSCHMAN

BOX 475

JEFFERSON CITY, MO 65105

Based on a review of the supporting documentation filed with the claim, the claim is for franchise and income taxes levied upon an entity which does not have nexus in the state for which the claim is filed. As such, the Debtors object to the claim based on no liability.

3 $5,835.86 $13,370.45 UNS

MISSOURI DEPARTMENT OF REVENUE

1690

$7,534.59

PRI

11-11795

ATTN: DEB BUSCHMAN

BOX 475

JEFFERSON CITY, MO 65105

Based on a review of the supporting documentation filed with the claim, the claim is for franchise and income taxes levied upon an entity which does not have nexus in the state for which the claim is filed. As such, the Debtors object to the claim based on no liability.

4

NAHF, LORIANN

1842

No Amt Given**

UNS

11-11795

148 S. MAIN ST.

DUBLIN, PA 18917

Based on a review of the supporting documentation filed with the claim, this claim is for an alleged incident that has been reported as a workers compensation claim. As the Debtors have insurance coverage for workers compensation claims, the Debtors object to the claim based on no liability.

* - 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 2

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

Claimant Reason

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

201204111301

Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDER’S 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 2 of 2

EXHIBIT B Modified Amount Claims

01:11956946.1

201204091414

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) MODIFIED AMOUNT CLAIMS

Claimant Reason
2201 $943.40 UNS 11-11795 $860.40 UNS

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

Modified Claim Amount/ Classification

1

FIKES PUGET SOUND

ATTN: MARK SIMS $943.40 $860.40

P.O. BOX 941

Based on a review of the supporting documentation filed with the claim, $83.00 of the claim is supported by an invoice that was also included in claim 2149.

KENT, WA 98035

2

RID-R-BUG PEST CONTROL

976

No Amt Given**

UNS

11-11795

$172.27 UNS

ATTN: RICK GONZALES $172.27

808 S 12TH STREET

No amount was provided for this claim. Based on a review of the Debtors' books and records, $172.27 is due and owing to this claimant.

MARSHALLTOWN, IA 50158

* - 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 2

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) MODIFIED AMOUNT CLAIMS

Claimant Reason

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

Modified Claim Amount/ Classification

201204091414

Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDER’S 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 2 of 2

EXHIBIT C Modified Amount, Wrong Debtor Claims

01:11956946.1

201203121052

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) MODIFIED AMOUNT, WRONG DEBTOR CLAIMS

Claimant Reason
1927 $17,053.90 UNS 11-11795 $10,310.84 UNS 11-11801

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

Modified Claim Amount/Classification

1

CINTAS UNIFORMS (CHICAGO)

ATTN: KATHERINE POMPERMAYER $17,053.90 $10,310.84

97627 EAGLE WAY

CHICAGO, IL 60678-9760

Based on a review of the Debtors’ books and records, $4331.50, of the claim was satisfied as follows: $910.60 was paid on 7/15/2011; $262.42 was paid on 7/20/2011; $681.07 was paid on 7/22/2011; $177.98 was paid on 6/8/2011; $2,034.00 was paid on 6/22/2011; $196.10 was paid on 8/5/2011; and $69.33 was paid on 7/6/2011. As such, the Debtors object to $4,331.50 of the claim based on satisfaction. In addition, $2,411.59 of the claim is supported by invoices not reflected on the Debtors’ books and records. Finally, the claim should be reassigned to Case Number 801.

* - 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 2

PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) MODIFIED AMOUNT, WRONG DEBTOR CLAIMS

Claimant Reason

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

Modified Claim Amount/Classification

201203121052

Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDER’S 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 2 of 2

EXHIBIT D Reclassified Claims
TO THOSE HOLDERS OF RECLASSIFIED CLAIMS LISTED ON EXHIBIT D: * YOUR SUBSTANTIVE RIGHTS MAY BE AFFECTED BY THIS OBJECTION AND ANY FURTHER OBJECTION THAT MAY BE FILED BY THE REORGANIZED DEBTORS ** THE RELIEF SOUGHT IN THIS OBJECTION IS WITHOUT PREJUDICE TO THE RIGHTS OF THE REORGANIZED DEBTORS AND THE DEBTORS AND THEIR ESTATES TO PURSUE FURTHER NON-SUBSTANTIVE AND/OR SUBSTANTIVE OBJECTIONS AGAINST THE RECLASSIFIED CLAIMS

01:11956946.1

201204170855

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

Claimant Reason
2298 $1,066.29 PRI $1,066.29 $1,066.29 $1,066.29 ADM 11-11795 $0.00 ADM

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

Modified Claim Amount/ Classification

1

CLARK COUNTY ASSESSOR

MICHELE W. SHAFE

500 S. GRAND CENTRAL PKWY

LAS VEGAS, NV 89155

Based on a review of the supporting documentation filed with the claim, the claim is for personal property taxes on property owned by the Debtors. As such, the claim should be allowed as a Priority Tax Claim under the Plan pursuant to section 507(a)(8) of the Bankruptcy Code.

2

LOIS MCCARRON

1778

$80.00

503(b)(9)

11-11795

$0.00 503(b)(9) $80.00 UNS

DISABLED AMERICAN VETERANS (DAV) $80.00 $80.00

732 82ND AVE NE

SPRING LAKE PARK, MN 55432

Based on review of the supporting documentation filed with the claim, the claim is for services provided by a third party that was not an employee of the Debtors, and pursuant to section 503(b)(9) of the Bankruptcy Code, only goods received within the 20 days prior to the Petition Date are valid priority claims. As such, the claim must be reclassified to a general unsecured claim.

* - 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 2

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

Claimant Reason

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

Modified Claim Amount/ Classification

201204170855

Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDER’S 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 2 of 2