10000019027

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.
,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket No. 1547 CERTIFICATION OF COUNSEL REGARDING PROPOSED ORDER SUSTAINING, IN PART, REORGANIZED DEBTORS TENTH (10TH) OMNIBUS (SUBSTANTIVE) OBJECTION TO CLAIMS PURSUANT TO SECTION 502(b) OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 3003 AND 3007 AND LOCAL RULE 3007-1 On January 31, 2012, Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors,2 by and through their undersigned counsel, filed with this Court the Reorganized Debtors Tenth (10TH) Omnibus (Substantive) Objection to Claims Pursuant to Section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and 3007 and Local Rule 30071 [Docket No. 1547] (the Objection). Thereafter, the following parties (collectively, the Respondents, and together with the Reorganized Debtors, the Parties) filed a response to, or contacted the Reorganized Debtors with an informal response regarding, the Objection: R.W. Smith & Co. [Docket No. 1576]; Eretz LLC [informal]; Sonar Credit Partners, LLC, as assignee of Americhek Inc. [informal]; Sierra Liquidity Fund, LLC, as assignee and attorney in fact for Welkers Electric
The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders 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).
2 1
01: 11816041.1
[informal]; Fair Harbor Capital, LLC, as assignee of American Quality [informal]; and Journal Broadcast Group [informal] (collectively, the Responses). Since the Reorganized Debtors receipt of the Responses, the Reorganized Debtors have worked with the Respondents in an effort to the resolve the Responses, and have done so in part through certain modifications to the proposed form of order for the Objection (the Proposed Order) and the various exhibits thereto (collectively, the Exhibits). In addition, the Debtors and R.W. Smith & Co. and Journal Broadcast Group have determined that it is in their respective best interests to adjourn the Objection solely as it pertains to the claims that are the subject of their Responses. In light of the foregoing, attached hereto as Exhibit 1 is a revised Proposed Order (the Revised Proposed Order), together with the revised Exhibits.3 The Debtors submit that the Revised Proposed Order is appropriate and consistent with the Objection, and that entry of the order is in the best interests of the Reorganized Debtors and the Debtors, their estates and creditors. The Respondents have consented to the entry of the Revised Proposed Order. Accordingly, the Reorganized Debtors respectfully request the Court to enter the Revised Proposed Order, attached hereto as Exhibit 1, without further notice or a hearing. Dated: February 27, 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 -
For ease of reference, attached hereto as Exhibit 2 is a copy of the Revised Proposed Order marked against the Proposed Order (the Blackline). The Blackline does not include a marked copy of the Exhibits, but the Exhibits have been revised consistent with the Parties related discussions.
2
01: 11816041.1
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 THE REORGANIZED DEBTORS
3
01: 11816041.1
EXHIBIT 1 Revised Proposed Order
01: 11816041.1
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket Nos. 1547 and ______
ORDER SUSTAINING, IN PART, REORGANIZED DEBTORS TENTH (10TH) 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 Tenth (10TH) 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 Callenders, 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, reclassifying, or modifying and reclassifying each of the Disputed Claims identified on Exhibits A, B, C, D, E and F 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
The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders 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.
2
01: 11751882.3
Courts 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. The Objection is sustained to the extent provided for herein and on Exhibits A, B,
C, D, E and F attached hereto. 2. 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, to the extent provided for on Exhibit B attached hereto, the Overstated Lease Rejection Damages Claims identified on Exhibit B attached hereto are hereby modified by reducing the amounts of such Overstated Lease Rejection Damages Claims to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit B attached hereto and reclassified to the priority levels indicated 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 Claims identified on Exhibit C 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 C attached hereto. 5. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the Modified Amount, Reclassified Claims identified on Exhibit D
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01: 11751882.3
attached hereto are hereby (i) modified by reducing or fixing the amounts of such Modified Amount, Reclassified Claims to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit D attached hereto and (ii) reclassified to the priority levels indicated under the column titled Modified Claim Amount/Classification on Exhibit D attached hereto. 6. 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 E 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 E attached hereto and (ii) reassigned to the case numbers (and corresponding Debtors) indicated under the column titled Modified Case on Exhibit E attached hereto. 7. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the Reclassified, Wrong Debtor Claims identified on Exhibit F attached hereto are hereby (i) reclassified to the priority levels indicated under the column titled Modified Claim Amount/Classification on Exhibit F attached hereto and (ii) reassigned to the case numbers (and corresponding Debtors) indicated under the column titled Modified Case on Exhibit F attached hereto. 8. The Objection shall be deemed to be withdrawn without prejudice solely as it
pertains to: (i) Claim Number 1993 of Sonar Credit Partners, LLC, as assignee of Americhek Inc.; and (ii) Claim Number 1827 of Sierra Liquidity Fund, LLC, as assignee and attorney in fact for Welkers Electric.
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01: 11751882.3
9.
Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, Claim Number 1534 of Eretz LLC shall be deemed to be an allowed general unsecured claim in the amount of $121,835.97. 10. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, Claim Number 1826 of Fair Harbor Capital, LLC, as assignee of American Quality, shall be deemed to be an allowed general unsecured claim in the amount of $1,484.71. 11. 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. 12. 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 February ______, 2012
____________________________________ Kevin Gross Chief United States Bankruptcy Judge
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01: 11751882.3
EXHIBIT A No Liability Claims
01: 11751882.3
201202231202
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) NO LIABILITY CLAIMS
Claimant Reason
2283 $1,810.90 SEC 11-11795
Claim Number Claim Amount/ Classification* Filed In Case(s)*
ADA COUNTY TREASURER
RAY CHACKO $1,810.90
200 W. FRONT ST., ROOM 3191
Based on a review of the supporting documetation filed with the claim, the amounts alleged are due and owing from a third-party franchisee and not the Debtors. As such, the Debtors object to the claim based on no liability.
BOISE, ID 83702
ADA COUNTY TREASURER
2284
$2,002.70
SEC
11-11795
RAY CHACKO $2,002.70
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 a store location that belongs to a franchisee and not the Debtors. As such, the Debtors object to the claim based on no liability.
BOISE, ID 83702
ALL AMERICAN FLAG & PENNANT
1943
$561.75
503(b)(9)
11-11795
ATTN: JEFF CLOUD $561.75
5391 PARK BLVD
Based on a review of the supporting documentation filed with this claim, the claim is supported by invoices not reflected on the Debtors books and records. As such, the Debtors object to the claim based on no liability.
PINELLAS PARK, FL 33781
CAL FIRST ENTERPRISES
1847
$36,450.50
UNS
11-11795
ATTN: R F KIRSHNER, CFO $36,450.50
930 EXECUTIVE WAY
REDDING, CA 96002
Based on a review of supporting documentation filed with the claim, the claim is for alleged liability relating to the gift card program which the Debtors have for their franchisees. Based on a review of the Debtors' books and records, there are no amounts owed to this franchisee for the point in time for which the claim was filed. As such, 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 7
Claimant Reason
CANYON COUNTY TREASURER ATTN: TRACIE LLOYD $3,355.42
900
No Amt Given** $3,355.42
PRI SEC
11-11795
P.O. BOX 1010 CALDWELL, ID 83606
Based on a review of the supporting documentation filed with the claim, the amounts alleged are due and owing from a thirdparty franchisee and not the Debtors. As such, the Debtors object to the claim based on no liability.
CITY OF WACO, WACO INDEPENDENT SCHOOL DISTRICT C/O MCCREARY, VESELKA, BRAGG & ALLEN, P.C. ATTN: MICHAEL REED 700 JEFFREY WAY, SUITE 100 $20,265.19
155
$20,265.19
SEC
11-11795
Based on review of 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.
P.O. BOX 1269 ROUND ROCK, TX 78680

457 $8,333.07 SEC 11-11795
COUNTY OF SAN BERNARDINO
OFFICE OF THE TAX COLLECTOR $8,333.07
ATTN: LINDA SMITH
172 WEST THIRD STREET, 1ST FL
SAN BERNARDINO, CA 92415
Based on a review of the supporting documentation filed with the claim, the claim is for real estate taxes on three parcels of real property in San Bernardino County, CA that the Debtors did not own. Two of the parcels were leased by the Debtors, and the remaining parcel belongs to a third-party franchisee. The claims for the two leased parcels (parcels 0110325151P000 and 101506106P000) were satisfied by the Debtors, in accordance with the terms of their related lease agreements, as the Debtors paid $1,753.50 and $3,849.25 directly to the claimant on 8/31/2011. As such, the Debtors object to $5,602.75 of the claim based on satisfaction, and object to the remaining $2,730.32 of the claim based on no liability.
HENNEPIN COUNTY TREASURER ATTN: VICCI LEE $37,383.41
203
$37,383.41
SEC
11-11795
A600 GOVERNMENT CENTER 300 S 6TH ST MINNEAPOLIS, MN 55487
Claimant Reason
HENNEPIN COUNTY TREASURER ATTN: VICCI LEE $60,425.88
213
$60,425.88
SEC
11-11795
A600 GOVERNMENT CENTER 300 S 6TH ST MINNEAPOLIS, MN 55487 1815 $105.46 503(b)(9) 11-11795
10
JOHNSON SIGN SERV. ATTN: JEANNIE JOHNSON $105.46
1028 17TH N.E. MASON CITY, IA 50401
Based on a review of the supporting documentation filed with this claim, the claim is supported by an invoice not reflected on the Debtors books and records. As such, the Debtors object to the claim based on no liability.
11
MERCED COUNTY TAX COLLECTOR ATTN: MONICA VASQUEZ $9,514.57
891
$9,514.57
SEC
11-11795
2222 M STREET MERCED, CA 95340
12
MINNESOTA DEPARTMENT OF REVENUE ATTN: COMMISSIONER OF REVENUE $1,336.70
2074
$1,336.70
ADM
11-11795
P.O. BOX 64447 - BKY ST PAUL, MN 55164-0447
Based on a review of the supporting documentation filed with the claim, the claim is for penalties and interest on unpaid withholding taxes for the period 6/30/2011. Based on a review of the Debtors' books and records, those withholding taxes were paid as follows: $3,533.43 was paid on 6/10/2011; and $3,503.14 on 6/27/2011. As such, the Debtors object to the claim for penalties based on no liability.
Claimant Reason
13
NUCO2 2800 S.E. MARKET PLACE $579.97
1857
$579.97
UNS
11-11795
STUART, FL 34997
Based on a review of the Debtors books and records, $61.61 of the claim was paid on 12/29/2010; $86.94 on 01/21/2011; $86.37 on 01/28/2011; $29.09 on 02/18/2011; $87.92 on 03/11/2011; $29.09 on 03/18/2011; $11.41 on 04/20/2011; $64.48 on 04/29/2011; $64.88 on 05/13/2011; and $29.20 on 05/18/2011. As such, the Debtors object to $550.99 of the claim based on satisfaction. In addition, $28.98 of the claim is supported by an invoice not reflected on the Debtors books and records. Therefore, the Debtors object to the balance of this claim based on no liability.
14
OKLAHOMA DIV. OF UNCLAIMED PROPERTY ATTN: ROBERT KNIGHT
534
No Amt Given**
UNS
11-11795
4545 N. LINCILN BLVD. SUITE 106 OKLAHOMA CITY, OK 73105-3413 1934 $21,699.30 PRI 11-11795
Based on a review of the Debtors' books and records, nothing is owing to this claimant. As such, the Debtors object to the claim based on no liability.
15
OTTER TAIL COUNTY TREASURER ATTN: STEVE ANDREWS $21,699.30
GOVERNMENT SERVICES CENTER 570 FIR AVE. W. FERGUS FALLS, MN 56537 1848 $688.50 503(b)(9) and PRI
Based on a review of the Debtors' books and records, the claim was satisfied as follows: $11,159.64 was paid on 8/26/2011; $206.66 on 9/08/2011; and $10,333.00 on 10/07/2011. As such, the Debtors object to the claim based on satisfaction.
16
OUR TOWN MAGAZINE ATTN: BRIE TYLER $688.50
11-11795
1734 HIGHWAY 95-SUITE 101 BULLHEAD CITY, AZ 86442-6999
Based on a review of supporting documentation filed with the claim, the claim includes invoices not reflected on the Debtors' books and records. As such, the Debtors object to the claim based on no liability.
Claimant Reason
17
PINELLAS COUNTY TAX COLLECTOR ATTN: ROBIN FERGUSON, CFCA, TAX MANAGER $17,180.88
506
$17,180.88
SEC
11-11795
P O BOX 10834 CLEARWATER, FL 33757-8834
18
RIVERSIDE COUNTY TAX COLLECTOR ATTN: SHEREE RAPHAEL $19,749.77
524
$19,749.77
SEC
11-11795
4080 LEMON ST, 4TH FLOOR RIVERSIDE, CA 92501
Based on a review of the Debtors' books and records, $8,157.55 of this claim was paid on 8/17/2011. As such, the Debtors object to $8,157.55 of the claim based on satisfaction. Based on a review of the supporting documentation filed with the claim, the balance of the claim, $11,592.22, is for taxes on a store that was the property of a third party franchisee and not the Debtors. As such, the Debtors object to $11,592.22 of the claim based on no liability.
19 $4,273.50 $4,273.50 PRI
SHERIFF OF MARSHALL COUNTY
805
$0.00
503(b)(9)
11-11795
MARSHALL COUNTY COURTHOUSE
ATTN: AMY WOJTOWICZ
600 7TH STREET
MOUNDSVILLE, WV 26041 949 $5,000.00 PRI 11-11795
20
STATE OF NEW JERSEY
DIVISION OF TAXATION $5,000.00
ATTN: VALARIE WALACHY
COMPLIANCE ACTIVITY
P O BOX 245
TRENTON, NJ 08695
Based on a review of the supporting documentation filed with the claim, the claim is an estimate for taxes covering a period prior to the Petition Date. Based on a review of the Debtors' books and records, the returns were filed as required on 8/01/2011 and 10/07/2011, respectively, and all taxes remitted therewith. As such, the Debtors' object to the claim based on satisfaction.
Claimant Reason
21
STEPHENS, CYNTHIA L. P.O. BOX 3814 $7,048.06
2156
$7,048.06
PRI
11-11795
LAKE WALES, FL 33859
Based on a review of the Debtors books and records, there is nothing owing to this claimant. As such, the Debtors object to the claim based on no liability.
22
TREASURER - TWIN FALLS COUNTY ATTN: DEBBIE KAUFFMAN $3,215.20
705
$3,215.20
PRI and SEC
11-11795
BOX 88 TWIN FALLS, ID 83303-0088
23
VALLEY YELLOW PAGES ATTN: HAL ENNIS $3,896.01
1865
$3,896.01
UNS
11-11795
DEPT 33302 P.O. BOX 39000 SAN FRANCISCO, CA 94139-3302 897 $851.02 $20.00 $871.02 PRI UNS 11-11795
Based on a review of the supporting documentation filed with the claim, the claim is supported by invoices not reflected on the Debtors books and records. As such, the Debtors object to the claim based on no liability.
24
VIRGINIA DEPARTMENT OF TAXATION P.O. BOX 2156
RICHMOND, VA 23218-2156
Based on a review of the supporting documentation filed with the claim, the claim is for corporate income taxes due upon filing of the 2010 tax return. Based on a review of the Debtors' books and records, the return was filed on 10/07/2011 and reflected a zero tax liability. As such, the Debtors object to the claim based on no liability.
Claimant Reason
201202231202
Debtor Case Number Legend 11-11795 (795) PERKINS & MARIE CALLENDERS 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 7 of 7
EXHIBIT B Overstated Lease Rejection Damages Claims
01: 11751882.3
201202231204
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) OVERSTATED LEASE REJECTION DAMAGES CLAIMS
Claimant Reason
1472 $0.00 UNS $25,889.55 ADM 11-11801 $0.00 ADM
Modified Claim Amount/ Classification
HACOPIAN, VAHE AND HACOPIAN, ARMINEH G., AS TRUSTEES OF THE HACOPIAN LIVING TRUST DATED $25,889.55 $0.00
C/O GOURJIAN LAW GROUP, P.C.
ATTN: VARAND GOURJIAN, ESQ.
101 N. BRAND BLVD., SUITE 1220
GLENDALE, CA 91203
Based on a review of the supporting documentation filed with the claim, the claim is for post petition rent and costs. Based on a review of the Debtors' books and records, rent for the period June 13 through July 31, 2011, was paid as follows: $23,283.95 was paid on 12/14/2011 pursuant to check number 1242035; $1,012.35 was paid on 12/27/2011 pursuant to check number 1242837; and $1,593.25 was paid on 1/06/2011 pursuant to a wire transfer. As such, the Debtors object to the claim based on satisfaction.
Claimant Reason
2
$121,549.66 $72,953.07 UNS
HACOPIAN, VAHE AND HACOPIAN, ARMINEH G., AS TRUSTEES OF THE HACOPIAN LIVING TRUST DATED C/O GOURJIAN LAW GROUP, P.C. ATTN: VARAND GOURJIAN, ESQ. $147,439.21 $72,953.07
1475
$25,889.55
ADM UNS
11-11801
$0.00 ADM
101 N. BRAND BLVD., SUITE 1220 GLENDALE, CA 91203
Section 502(b)(6) of the Bankruptcy Code limits claims for damages resulting from the rejection of a lease of real property to the rent reserved by the applicable lease, without acceleration, for the greater of (i) one year or (ii) 15% of the remaining term of the applicable lease (but not to exceed three years) from the Petition Date, plus any unpaid rent due under such lease, without acceleration, on the Petition Date. Based on a review of the Debtors books and records, unpaid rent is owed to this claimant for the period from June 1 through June 12, 2011 in the amount of $6,074.08. Therefore, pursuant to section 502(b)(6) of the Bankruptcy Code, the Debtors believe that the claim should be capped at $72,953.07. Further, rent for the period June 13 through July 31, $25.889.55, was paid as follows: $23,283.95 was paid on 12/14/2011 pursuant to check number 1242035; $1,012.35 was paid on 12/27/2011 pursuant to check number 1242837; and $1,593.25 was paid on 1/06/2011 pursuant to a wire transfer. As such, the Debtors object to the administrative portion of this claim based on satisfaction.
Claimant Reason
3
$4,948.27 UNS
TOM, SEE S. AND ELAINE 352 SHORELINE HIGHWAY $21,082.65 $4,948.27
1473
$21,082.65
SEC
00-00000
$0.00 SEC
MILL VALLEY, CA 94941
Based on a review of the supporting documentation filed with the claim, the claim is for rent from June 1 through July 31, 2011. Based on a review of the Debtors' books and records, rent for the period June 13 through July 31, 2011, was paid as follows: $15,152.18 was paid on 12/14/2011 pursuant to check numbers 1251495 and 1251496; and $982.20 was paid on 12/27/2011 pursuant to check numbers 1252706 and 1252707. As such, the Debtors object to $16,134.38 of the claim based on satisfaction. The remainder of the claim should be a general unsecured claim for unpaid prepetition rent.
Claimant Reason
201202231204
11-11798 (798)
11-11799 (799) 11-11800 (800)
11-11801 (801)
11-11802 (802) 11-11803 (803)
11-11804 (804)
MCID, INC.
11-11805 (805) 11-11806 (806)
00-00000 (000)
ADM
Page 4 of 4
EXHIBIT C Modified Amount Claims
01: 11751882.3
201202231204
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) MODIFIED AMOUNT CLAIMS
Claimant Reason
1952 $5,661.36 UNS 11-11801 $4,407.45 UNS
AAA FIRE PROTECTION SERVICES
ATTN: BRIAN PATTERSON $5,661.36 $4,407.45
P.O. BOX 3626
HAYWARD, CA 94540
Based on a review of the supporting documentation filed with this claim, $1,254.11 of the claim is supported by invoices not reflected on the Debtors books and records. As such, the Debtors object to $1,254.11 of the claim based on no liability.
ARIZONA CUTLERY
1972
$773.50
UNS
11-11801
$612.50 UNS
ATTN: KEVIN POVINELLI $773.50 $612.50
12620 N CAVE CREEK RD #4
PHOENIX, AZ 85022
Based on a review of the Debtors books and records, $141.00 of the claim was paid on 4/7/2011; and $13.50 of the claim was paid on 12/8/2010. As such, the Debtors object to $154.50 of the claim based on satisfaction.
CENTRAL VALLEY REFRIGERATION
2021
$2,751.94
503(b)(9)
11-11801
$297.00 503(b)(9) $302.73 UNS
ATTN: DAVE KINARD $2,751.94
P.O. BOX 1567 $599.73
TULARE, CA 93275
Based on a review of the supporting documentation filed with the claim, $2,152.21 of this claim is supported by invoices that are also included, and allowed, in claim number 1862. As such, the Debtors object to $2,152.21 of the claim as duplicative.
CHARTER MEDIA ATTN: RITA MCMAHON $21,695.43
2151
$21,695.43
UNS
11-11795
$16,297.11 UNS
P.O. BOX 78876 MILWAUKEE, WI 53278-0876
$16,297.11
Based on a review of the supporting documentation filed with the claim, $5,398.32 of the claim is supported by invoices not reflected on the Debtors books and records. As such, the Debtors object to $5,398.32 of the claim based on no liability.
Claimant Reason
CLAIMS RECOVERY GROUP LLC AS ASSIGNEE OF ELITE SYSTEMS, INC. $3,070.52 $1,052.91
2055
$3,070.52
UNS
11-11801
$1,052.91 UNS
ATTN: ALLISON AXENROD 92 UNION AVENUE CRESSKILL, NJ 07626
CLAIMS RECOVERY GROUP LLC
2056
$4,445.93
UNS
11-11795
$4,370.36 UNS
AS ASSIGNEE OF AIRE-MASTER OF AMERICA, $4,445.93 $4,370.36
ATTN: ALLISON AXENROD
92 UNION AVENUE
CRESSKILL, NJ 07626
Based on a review of the Debtors books and records, $41.78 of the claim was paid on 09/08/2010; and $33.79 of the claim was paid on 09/08/2010. As such, the Debtors object to $75.57 of the claim based on satisfaction.
FAIR HARBOR CAPITAL, LLC
1830
$2,166.75
UNS
11-11795
$1,605.00 UNS
AS ASSIGNEE OF AMERICAN CARPET $2,166.75 $1,605.00
P.O. BOX 237037
NEW YORK, NY 10023
Based on a review of the supporting documentation filed with the claim, $561.75 of the claim is supported by invoices not reflected on the Debtors books and records. As such, the Debtors object to $561.75 of the claim based on no liability.
G & R MECHANICAL INC.
1812
$2,325.56
UNS
11-11795
$1,859.40 UNS
ATTN: STACY DIETRICH $2,325.56 $1,859.40
311 RUTH RD.
HARLEYSVILLE, PA 19438
Claimant Reason
IOWA OUTDOOR PRODUCTS ATTN: DUSTIN DEENY $456.86 $228.43
1978
$456.86
UNS
11-11795
$228.43 UNS
3200 86TH ST. DES MOINES, IA 50322
Based on a review of the supporting documentation filed with the claim, $228.43 of the claim is supported by an invoice not reflected on the Debtors books and records. As such, the Debtors object to $228.43 of the claim based on no liability.
10
LIQUIDITY SOLUTIONS, INC. AS ASSIGNEE OF
1837
$1,225.00
UNS
11-11801
$1,000.00 UNS
FAMILY PLANNER $1,225.00 $1,000.00
ATTN: MICHAEL HANDLER
ONE UNIVERSITY PLAZA, STE 312
HACKENSACK, NJ 07601
Based on a review of the supporting documentation filed with the claim, $225.00 of the claim is supported by an invoice not reflected on the Debtors books and records. As such, the Debtors object to $225.00 of the claim based on no liability.
11
MCDOWELL MARKETING, INC.
2023
$421.99
UNS
11-11795
$132.52 UNS
ATTN: CAROL W MCDOWELL $421.99 $132.52
3080 STAGE POST DR #102
MEMPHIS, TN 38133
Based on a review of the supporting documentation filed with the claim, $289.47of the claim is supported by invoices not reflected on the Debtors books and records. As such, the Debtors object to $289.47 of the claim based on no liability.
12
NEWS WEST PUBLISHING
1929
$2,380.97
UNS
11-11795
$257.00 UNS
ATTN: PAUL STUBLER $2,380.97 $257.00
2435 MIRACLE MILE
BULLHEAD CITY, AZ 86442
No supporting documentation was filed with this claim. Based on a review of the Debtors' books and records, only $257.00 is owing to this claimant. As such, the Debtors object to $2,123.97 of the claim based on no liability.
Claimant Reason
13
ON THE SPOT APPLIANCE SERVICE 135 W MAIN ST $367.72 $140.00
2038
$367.72
UNS
11-11795
$140.00 UNS
SUITE O OWATONNA, MN 55060-2990
Based on a review of the Debtors books and records, $181.19 of the claim was paid on 6/3/11; and $46.03 on 7/27/11. As such, the Debtors object to $227.22 of the claim based on satisfaction.
14 $1,740.91 UNS $0.00 UNS
ORANGE COUNTY TREASURER - TAX COLLECTOR ATTN: RATNA D. BUTANI $25,900.29 $611.48
1131
$24,159.38
PRI
11-11795
$611.48 PRI
P.O. BOX 1438
SANTA ANA, CA 92702
Based on a review of the Debtors' books and records, $21,451.19 of this claim was paid on 8/31/2011. As such, the Debtors object to $21,451.19 of the claim based on satisfaction. Additionally, based on a review of the supporting documentation filed with the claim, the claim includes assessments in the amounts of $2,096.71 and $1,740.91 that are not reflected on the Debtors' books and records; therefore, the Debtors object to $3,837.62 of the claim based on no liability. $6,856.31 SEC
15
PINELLAS COUNTY TAX COLLECTOR
503
$7,555.10
SEC
11-11795
ATTN: ROBIN FERGUSON, CFCA, TAX MANAGER $7,555.10 $6,856.31
P.O. BOX 4006
SEMINOLE, FL 33775-4006
Based on a review of the supporting documentation filed with the claim, the claim is for 2011 estimated tangible tax on three locations in Pinellas County. One of the locations included in the claim is that of a third party franchisee and not the Debtors. As such, the Debtors object to $698.79 of the claim based on no liability. 11-11795 $1,010.82 UNS
16
SOURCE LOGISTICS
2014
$2,392.78
UNS
TRANSPORTATION ALLIANCE BANK $2,392.78 $1,010.82
ATTN: TIM HILL
P.O. BOX 150290
OGDEN, UT 84415-0292
Based on a review of the Debtors' books and records, $856.96 of the claim was paid on 9/16/2011 and $250.00 was paid on 9/2/2011. As such, the Debtors object to $1,106.96 of the claim based on satisfaction. In addition, there was no supporting documentation for $275.00 of the claim; therefore, the Debtors object to $275.00 of the claim based on no liability.
Claimant Reason
17
SPOKANE COUNTY TREASURER ATTN: MINDY ENSIGN $5,899.36 $2,344.24
1913
$5,899.36
SEC
11-11795
$2,344.24 SEC
PO BOX 2165 SPOKANE, WA 99210-2165
Based on a review of the supporting documentation filed with the claim, the claim is for personal property taxes levied on four different locations. Based on a review of the Debtors' books and records, three of the locations for which tax statements are included are for stores belonging to third-party franchisees of the Debtors. As such, the Debtors object to $3,555.12 of the claim based on no liability.
18
TRIODYNE INC.
1828
$11,631.49
UNS
11-11795
$5,820.00 UNS
ATTN: CHRIS ANN SMITH $11,631.49 $5,820.00
450 SKOKIE BLVD.
NORTHBROOK, IL 60062
19
WEST COAST GASKETS, LLC ATTN: ROD SNYDER $1,633.00
2042
$1,633.00
UNS
11-11801
$1,013.00 UNS
10741 SHERMAN WAY, #3 SUN VALLEY, CA 91352
$1,013.00
Claimant Reason
201202231204
11-11798 (798)
11-11799 (799) 11-11800 (800)
11-11801 (801)
11-11802 (802) 11-11803 (803)
11-11804 (804)
MCID, INC.
11-11805 (805) 11-11806 (806)
00-00000 (000)
ADM
Page 6 of 6
EXHIBIT D Modified Amount, Reclassified Claims
01: 11751882.3
201201301027
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) MODIFIED AMOUNT, RECLASSIFIED CLAIMS
Claimant Reason
849 $10,543.98 UNS $16,270.29 $10,543.98 $16,270.29 503(b)(9) 11-11795 $0.00 503(b)(9)
NATIONAL HVAC SERVICE
ATTN: JOSEPH V. AURILLO JR.
1835 NONCONNAH BLVD ST 173
MEMPHIS, TN 38671
Based on a review of the supporting documentation filed with the claim, the claim includes amounts owed for services and for goods not received within 20 days prior to the Petition Date, 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 entire claim must be reclassified to an general unsecured claim. In addition, the valid 503(b)(9) portion of the claim, $171.48, was paid on 8/05/2011. As such, the Debtors object to $171.48 of the claim based on satisfaction. Furthermore, $5,554.83 of the claim is supported by invoices not reflected on the Debtors' books and records.
948
$672.25
503(b)(9)
00-00000
$0.00 503(b)(9)
$215.89 UNS
PEARSON LAWN AND WOOD ATTN: BRENT S. PEARSON $672.25
34181 STATE HIGHWAY 34 DETROIT LAKES, MN 56501
$215.89
Based on a review of supporting documetation filed with the claim, the claim includes amounts owed solely for services and for goods not received within 20 days prior to the Petition date, 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 entire claim must be reclassified to a general unsecured claim. In addition, based on a review of the Debtors' books and records, $456.36 of the claim is supported by invoices on account of post petition services and was paid as follows: $325.97 on 8/31/2011; and $130.39 on 8/31/2011; therefore, the Debtors object to $456.36 of the claim based on satisfaction.
Claimant Reason
3
$500.00 UNS
SAN JUAN LANDSCAPE ATTN: GUILLERMO SAN JUAN $2,080.00 $500.00
876
No Amt Given** $2,080.00
503(b)(9) UNS
11-11795
$0.00 503(b)(9)
6215 WEST 8TH AVENUE LAKEWOOD, CO 80214
Based on review of supporting documentation filed with the claim, the claim includes amounts owed solely for goods not received within 20 days prior to the Petition Date, 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 entire claim must be reclassified to a general unsecured claim. In addition, $1,580.00 of the claim is supported by invoices not reflected on the Debtors books and records.
SOUTHWESTERN BAKERY SERVICES
431
$7,882.67
503(b)(9)
11-11801
$0.00 503(b)(9) $2,488.21 UNS
ATTN: MARK A. RICHARDSON $7,882.67
P.O. BOX 8354 $2,488.21
LA CRESCENTA, CA 91224
Based on a review of the supporting documentation filed with the claim, the claim includes amounts for services and for goods not received within 20 days prior to the Petition Date, 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 entire claim must be reclassified to a general unsecured claim. In addition, based on a review of the Debtors' books and records, $850.00 of the claim was paid on 12/08/2010. As such, the Debtors object to $850.00 of the claim based on satisfaction. In addition, $4,550.46 of the claim is supported by invoices not reflected on the Debtors books and records; therefore, the Debtors object to $4,550.46 of the claim based on no liability.
Claimant Reason
201201301027
11-11798 (798)
11-11799 (799) 11-11800 (800)
11-11801 (801)
11-11802 (802) 11-11803 (803)
11-11804 (804)
MCID, INC.
11-11805 (805) 11-11806 (806)
00-00000 (000)
ADM
Page 3 of 3
EXHIBIT E Modified Amount, Wrong Debtor
01: 11751882.3
201201261558
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) MODIFIED AMOUNT, WRONG DEBTOR CLAIMS
Claimant Reason
428 $1,551.30 $4,155.57 $2,131.57 UNS $1,500.16 UNS $2,604.27 PRI 00-00000 $631.41 PRI 11-11795
Claim Number Claim Amount/ Classification* Filed In Case(s)* Modified Case*
Modified Claim Amount/Classification
CITY OF NORTON SHORES
ATTN: CHRISTINA ERICKSEN
2743 HENRY ST.-302
MUSKEGON, MI 49441
Based on a review of the supporting documentation filed with the claim, the claim is for taxes in the amount of $2,604.27 and utilities in the amount of $1,551.30. Based on a review of the Debtors' books and records, $1,972.86 of the tax claim was paid on 8/26/2011; therefore the Debtors object to $1,972.86 of the claim based on satisfaction. In addition, $51.14 of the utility claim was paid on 8/05/2011. Therefore the Debtors object to $51.14 of the utility claim. Finally, the claim should be reassigned to case 795.
PETALON LANDSCAPE MANAGEMENT, INC.
1073
$3,277.04
UNS
11-11795
$1,111.04 UNS
11-11801
ATTN: JON LINN $3,277.04 $1,111.04
1766 ROGERS AVENUE
SAN JOSE, CA 95112
Based on a review of supporting documentation filed with this claim, $2,166.00 of the claim is supported by invoices not reflected on the Debtors books and records. As such, the Debtors object to $2,166.00 of the claim based on no liability. Additionally, the claim should be reassigned to case 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 MODIFIED AMOUNT, WRONG DEBTOR CLAIMS DRAFT Dated 1/26/2012 Page 1 of 2
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) MODIFIED AMOUNT, WRONG DEBTOR CLAIMS
Claimant Reason
201201261558
11-11798 (798)
11-11799 (799) 11-11800 (800)
11-11801 (801)
11-11802 (802) 11-11803 (803)
11-11804 (804)
MCID, INC.
11-11805 (805) 11-11806 (806)
00-00000 (000)
ADM
MODIFIED AMOUNT, WRONG DEBTOR CLAIMS DRAFT Dated 1/26/2012
Page 2 of 2
EXHIBIT F Reclassified, Wrong Debtor Claims
01: 11751882.3
201201301017
PERKINS & MARIE CALLENDER'S, INC., ET AL. CASE NO. 11-11795 (JOINTLY ADMINISTERED) RECLASSIFIED, WRONG DEBTOR CLAIMS
Claimant Reason
269 $360.00 UNS $360.00 $360.00 PRI and UNS 11-11795, 11-11798 $0.00 PRI 11-11801
ALL CLEAR WINDOW CLEANING
ATTN: FRANK RINCON $360.00
8012 CAYMUS DRIVE
SACRAMENTO, CA 95829
Based on review of supporting documentation filed with the claim, the claim is not entitled to priority under the Bankruptcy Code or otherwise, as the claim is for prepetition services provided by a third party who was not an employee of the Debtors. As such, the entire claim must be reclassified to a general unsecured claim. Additionally, the claim should be reassigned to case 801.
ALVAREZ, BENJAMIN B.
1209
$400.00
503(b)(9) 11-11795
$0.00 503(b)(9) 11-11801 $400.00 UNS
4926 CACHE PEAK DR $400.00
ANTIOCH, CA 94531 $400.00
Based on review of the supporting documentation filed with the claim, the claim includes amounts owed solely for services, 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 entire claim must be reclassified to a general unsecured claim. Additionally, the claim should be reassigned to case 801.
Claimant Reason
3
$375.00 UNS
PAVEMENT SPECIALTIES OF IDAHO INC ATTN: KEITH LEWIS $375.00 $375.00
735
$375.00
503(b)(9) 11-11795
$0.00 503(b)(9) 11-11801
4850 HENRY ST. BOISE, ID 83709
Based on review of the supporting documentation filed with the claim, the claim includes amounts owed solely for services, 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 entire claim must be reclassified to a general unsecured claim. Additionally, the claim should be reassigned to case 801.
RCR & ASSOCIATES
1231
$109.05
503(b)(9) 11-11799
$0.00 503(b)(9) 11-11801 $109.05 UNS
ATTN: SHARLA CROSBY $109.05
1155 ANDREW LANE $109.05
CORONA, CA 92881
Based on review of the supporting documentation filed with the claim, the claim includes amounts owed solely for services and for goods not received within 20 days prior to the Petition Date, 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 entire claim must be reclassified to a general unsecured claim. Additionally, the claim should be reassigned to case 801.
TREASURER - CASCADE TOWNSHIP
597
$1,950.60
ATTN: KENNETH B. PEIRCE $1,950.60
PRI and SEC
00-00000
$0.00 PRI $1,950.60 SEC $1,950.60
11-11795
2865 THORNHILLS AVE SE
GRAND RAPIDS, MI 49546-7192
Based on a review of the supporting documentation filed with the claim, the claim is for taxes secured by equipment and fixtures within one of the Debtors' locations. As such, the claim should be classified as secured. Additionally, the claim should be assigned to case 795.
Claimant Reason
201201301017
11-11798 (798)
11-11799 (799) 11-11800 (800)
11-11801 (801)
11-11802 (802) 11-11803 (803)
11-11804 (804)
MCID, INC.
11-11805 (805) 11-11806 (806)
00-00000 (000)
ADM
Page 3 of 3
EXHIBIT 2 Blackline
01: 11816041.1
IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket NoNos. 1547 and ______
ORDER SUSTAINING, IN PART, REORGANIZED DEBTORS TENTH (10TH) 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 Tenth (10TH) 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 Callenders, 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, reclassifying, or modifying and reclassifying each of the Disputed Claims identified on Exhibits A, B, C, D, E and F 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 Courts determination that the relief requested in the Objection is in the best interests of the
1
The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders 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. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Objection.
01: 11751882.211751882.3
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. The Objection is sustained to the extent provided for herein and on Exhibits A, B,
C, D, E and F attached hereto. 2. 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, to the extent provided for on Exhibit B attached hereto, the Overstated Lease Rejection Damages Claims identified on Exhibit B attached hereto are hereby modified by reducing the amounts of such Overstated Lease Rejection Damages Claims to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit B attached hereto and reclassified to the priority levels indicated 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 Claims identified on Exhibit C 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 C attached hereto. 5. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the Modified Amount, Reclassified Claims identified on Exhibit D attached hereto are hereby (i) modified by reducing or fixing the amounts of such Modified
2
01: 11751882.211751882.3
Amount, Reclassified Claims to the dollar values listed under the column titled Modified Claim Amount/Classification on Exhibit D attached hereto and (ii) reclassified to the priority levels indicated under the column titled Modified Claim Amount/Classification on Exhibit D attached hereto. 6. 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 E 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 E attached hereto and (ii) reassigned to the case numbers (and corresponding Debtors) indicated under the column titled Modified Case on Exhibit E attached hereto. 7. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, the Reclassified, Wrong Debtor Claims identified on Exhibit F attached hereto are hereby (i) reclassified to the priority levels indicated under the column titled Modified Claim Amount/Classification on Exhibit F attached hereto and (ii) reassigned to the case numbers (and corresponding Debtors) indicated under the column titled Modified Case on Exhibit F attached hereto. 8. The Objection shall be deemed to be withdrawn without prejudice solely as it
pertains to: (i) Claim Number 1993 of Sonar Credit Partners, LLC, as assignee of Americhek Inc.; and (ii) Claim Number 1827 of Sierra Liquidity Fund, LLC, as assignee and attorney in fact for Welkers Electric.
3
01: 11751882.211751882.3
9.
Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, Claim Number 1534 of Eretz LLC shall be deemed to be an allowed general unsecured claim in the amount of $121,835.97. 10. Pursuant to section 502(b) of the Bankruptcy Code, Bankruptcy Rules 3003 and
3007 and Local Rule 3007-1, Claim Number 1826 of Fair Harbor Capital, LLC, as assignee of American Quality, shall be deemed to be an allowed general unsecured claim in the amount of $1,484.71. 11. 8. 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. 12. 9. 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 ______February ______, 2012 ____________________________________ Kevin Gross Chief United States Bankruptcy Judge
4
01: 11751882.211751882.3
EXHIBIT A No Liability Claims
01: 11751882.211751882.3
EXHIBIT B Overstated Lease Rejection Damages Claims
01: 11751882.211751882.3
EXHIBIT C Modified Amount Claims
01: 11751882.211751882.3
EXHIBIT D Modified Amount, Reclassified Claims
01: 11751882.211751882.3
EXHIBIT E Modified Amount, Wrong Debtor
01: 11751882.211751882.3
EXHIBIT F Reclassified, Wrong Debtor Claims
01: 11751882.211751882.3
Document comparison by Workshare Compare on Friday, February 24, 2012 2:24:36 PM Input: Document 1 ID Description Document 2 ID Description Rendering set Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions Deletions Moved from Moved to Style change Format changed Total changes 26 19 0 0 0 0 45 interwovenSite://WORKSITE02/YCST01/11751882/2 #11751882v2<YCST01> - Perkins - Tenth (10th) Omnibus (Substantive) Objection to Claims interwovenSite://WORKSITE02/YCST01/11751882/3 #11751882v3<YCST01> - Perkins - Tenth (10th) Omnibus (Substantive) Objection to Claims Standard

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.

EXHIBIT 1 Revised Proposed Order

____________________________________ Kevin Gross Chief United States Bankruptcy Judge

EXHIBIT A No Liability Claims

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

ADA COUNTY TREASURER

RAY CHACKO $1,810.90

200 W. FRONT ST., ROOM 3191

ADA COUNTY TREASURER

RAY CHACKO $2,002.70

200 W. FRONT ST., ROOM 3191

ALL AMERICAN FLAG & PENNANT

ATTN: JEFF CLOUD $561.75

5391 PARK BLVD

PINELLAS PARK, FL 33781

CAL FIRST ENTERPRISES

ATTN: R F KIRSHNER, CFO $36,450.50

930 EXECUTIVE WAY

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

CANYON COUNTY TREASURER ATTN: TRACIE LLOYD $3,355.42

No Amt Given** $3,355.42

P.O. BOX 1010 CALDWELL, ID 83606

P.O. BOX 1269 ROUND ROCK, TX 78680

COUNTY OF SAN BERNARDINO

OFFICE OF THE TAX COLLECTOR $8,333.07

ATTN: LINDA SMITH

172 WEST THIRD STREET, 1ST FL

SAN BERNARDINO, CA 92415

HENNEPIN COUNTY TREASURER ATTN: VICCI LEE $37,383.41

A600 GOVERNMENT CENTER 300 S 6TH ST MINNEAPOLIS, MN 55487

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

HENNEPIN COUNTY TREASURER ATTN: VICCI LEE $60,425.88

JOHNSON SIGN SERV. ATTN: JEANNIE JOHNSON $105.46

1028 17TH N.E. MASON CITY, IA 50401

MERCED COUNTY TAX COLLECTOR ATTN: MONICA VASQUEZ $9,514.57

2222 M STREET MERCED, CA 95340

MINNESOTA DEPARTMENT OF REVENUE ATTN: COMMISSIONER OF REVENUE $1,336.70

P.O. BOX 64447 - BKY ST PAUL, MN 55164-0447

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

NUCO2 2800 S.E. MARKET PLACE $579.97

OKLAHOMA DIV. OF UNCLAIMED PROPERTY ATTN: ROBERT KNIGHT

OTTER TAIL COUNTY TREASURER ATTN: STEVE ANDREWS $21,699.30

OUR TOWN MAGAZINE ATTN: BRIE TYLER $688.50

1734 HIGHWAY 95-SUITE 101 BULLHEAD CITY, AZ 86442-6999

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

P O BOX 10834 CLEARWATER, FL 33757-8834

RIVERSIDE COUNTY TAX COLLECTOR ATTN: SHEREE RAPHAEL $19,749.77

4080 LEMON ST, 4TH FLOOR RIVERSIDE, CA 92501

19 $4,273.50 $4,273.50 PRI

SHERIFF OF MARSHALL COUNTY

MARSHALL COUNTY COURTHOUSE

ATTN: AMY WOJTOWICZ

600 7TH STREET

MOUNDSVILLE, WV 26041 949 $5,000.00 PRI 11-11795

STATE OF NEW JERSEY

DIVISION OF TAXATION $5,000.00

ATTN: VALARIE WALACHY

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

STEPHENS, CYNTHIA L. P.O. BOX 3814 $7,048.06

LAKE WALES, FL 33859

TREASURER - TWIN FALLS COUNTY ATTN: DEBBIE KAUFFMAN $3,215.20

PRI and SEC

BOX 88 TWIN FALLS, ID 83303-0088