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

, et al., Debtors. Chapter 11 Case No. 11-11795 (KG) Jointly Administered

Related to Docket No. 996 Hearing Date: September 28, 2011, at 12:00 p.m. Objection Deadline: September 27, 2011, at 5:00 p.m.

RESPONSE TO THE MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR AUTHORITY TO COMMENCE CERTAIN ACTIONS ON BEHALF OF AND FOR THE BENEFIT OF THE DEBTORS ESTATES Omega Trust #1, Omega Trust #2 and Omega Trust #3 (collectively, the Omega Trust), by undersigned counsel, hereby respond to the motion (Docket No. 996) (the Motion) of the Official Committee of Unsecured Creditors (the Committee) for authority to commence certain actions on behalf of and for the benefit of the estates of the Debtors, Perkins & Marie Callenders, Inc., et al. (the Estate), as follows: 1. On or about September 26, 1969, Perkins Pancake House, Inc., acting as agent on

behalf of Perkins Foods, Inc., entered into a franchise development agreement (the Franchise Development Agreement) with Omega Trusts predecessor in interest, Wyman D. Nelson, pursuant to which Omega Trust obtained the exclusive and perpetual right to develop Perkins restaurants in the states of Iowa and Wisconsin. 2. On or about February 1, 1977, predecessors of Omega Trust entered into an

agreement with Perkins Cake and Steak, Inc. (which, together with subsequent amendments is referred to herein as the Royalty Agreement) pursuant to which rights in the Franchise Development Agreement were assigned to Debtors predecessor in return for payment of a

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specified percentage (either 1.5% or 2%) of the gross sales of each restaurant franchised, owned or operated by Debtors in Wisconsin and Iowa. Among other things, the Royalty Agreement

requires Debtors to make such payments so long as they operate, own or franchise restaurants in Iowa and Wisconsin. 3. Regular royalty payments have been made by Debtors or their predecessors to

Omega Trust from 1977 until approximately one month prior to the Petition Date. 4. As represented to the Court at the hearing on approval of the Debtors Disclosure

Statement, Omega Trust assumes, in the event Debtors reject or choose not to perform in compliance with the Royalty Agreement, that Omega Trust will have Class 5 general unsecured claims under the Plan. 5. Omega Trust has filed a proof of claim in the face amount of $55,053,953.27. In

the Disclosure Statement approved by the Court, Debtors and the Committee expressed their view that the Omega Trust claim is overstated and also raised other potential objections to the claim. 6. As is clear from the Motion, an objection, either for voting purposes and/or for

allowance, to Omega Trusts claim is among the actions the Committee contemplates (and will) pursue if the Motion is granted. Under the circumstances of this case, including, without limitation, the terms of Debtors proposed Plan of Reorganization, which, in essence, converts Debtors unsecured debt into equity, Omega Trust takes no position on the merits of the relief sought by the Committee; and, assumes that the Court likely would be inclined to grant the relief sought by the Committee. 7. Omega Trust is more concerned with the conduct of litigation in respect of its

claim, given that motions seeking to estimate claims for voting purposes must be filed by

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October 3, 2011, there is, as yet, no specific hearing date set for such estimation motions, and the confirmation hearing in this case is scheduled for October 31, 2011. 8. In light of the schedule presented, Omega Trust on September 23, 2011, provided

Debtors with a list of ten specific and focused items of documents and/or information that will be needed from Debtors in connection with a motion for estimation of its claim and for confirmation of the Plan. In response, Omega Trust has been advised that its request for discovery is premature at this time. 9. Nevertheless, Omega Trust is prepared to continue discussions with Debtors (and

the Committee) and to work cooperatively with Debtors (and the Committee) in the discovery and pre-trial process leading to a hearing on an estimation motion and with respect to confirmation. However, Omega Trust also contemplates, given the initial response to its request for discovery, that it may need the intervention of the Court in such processes.

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WHEREFORE, Omega Trust respectfully responds to the Motion as set forth above and respectfully requests such relief as the Court deems just and proper under the circumstances.

Dated: September 27, 2011

Respectfully submitted, STEVENS & LEE, P.C. /s/ John D. Demmy John D. Demmy (DE Bar No. 2802) 1105 North Market Street, 7th Floor Wilmington, DE 19801 Telephone: (302) 425-3308 Facsimile: (610) 371-8515 E-mail: jdd@stevenslee.com -andJames A. Rubenstein Moss & Barnett 4800 WELLS FARGO CENTER 90 South Seventh Street Minneapolis, MN 55402 Telephone: 612-877-5363 Facsimile: 612-877-5999 E-mail: rubenstein@moss-barnett.com Attorneys for Omega Trust #1, Omega Trust #2, and Omega Trust #3,

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CERTIFICATE OF SERVICE I hereby certify that, in addition to the notice and service provided through the Courts CM/ECF system, on this 27th day of September, 2011, true and correct copies of the foregoing RESPONSE TO THE MOTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR AUTHORITY TO COMMENCE CERTAIN ACTIONS ON BEHALF OF AND FOR THE BENEFIT OF THE DEBTORS ESTATES were served by electronic mail on the parties listed below: U.S. Trustees Office Richard Schepacarter, Esq., 844 King Street, Suite 2207 Wilmington, Delaware 19801 USTPREGION03.WL.ECF@USDOJ.GOV Mitchel H. Perkiel, Esq Troutman Sanders LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174 Hollace.cohen@troutmansanders.com mitchel.perkiel@troutmansanders.com Ira Dizengoff, Esq. Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036 idizengoff@akingump.com Robert S. Brady, Esq. Robert F. Poppiti, Jr., Esq., Young Conaway Stargatt & Taylor, LLP The Brandywine Building 1000 West Street, 17th Floor Wilmington, DE 19801 rbrady@ycst.com rpoppiti@ycst.com William E.Chipman, Jr., Esq. Mark D. Olivere, Esq. Landis Rath & Cobb LLP 919 Market Street, Suite 1800 Wilmington, DE 19801 chipman@lrclaw.com olivere@lrclaw.com By: /s/ John D. Demmy______________ John D. Demmy

Mark R. Somerstein, Esq. Benjamin L. Schneider, Esq. Ropes & Gray LLP 1211 Avenue of the Americas New York, New York 10036-8704 Mark.somerstein@ropesgray.com Benjamin.schneider@ropesgray.com Scott L. Alberino, Esq. Akin Gump Strauss Hauer & Feld LLP 1333 New Hampshire Avenue, N.W. Washington, D.C. 20036 salberino@akingump.com

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