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 Ref. Docket No. 1152

LIMITED OBJECTION OF FRESHPOINT CENTRAL CALIFORNIA, INC., FRESHPOINT OKLAHOMA CITY, LP, FRESHPOINT SOUTHERN CALIFORNIA, INC., FRESHPOINT SOUTH TEXAS, LP, AND BAUGH SUPPLY CHAIN COOPERATIVE, INC. TO THE DEBTORS NOTICE OF (I) POSSIBLE ASSUMPTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES, (II) FIXING OF CURE AMOUNTS IN CONNECTION THEREWITH, AND (III) DEADLINE TO OBJECT THERETO FreshPoint Central California, Inc., FreshPoint Oklahoma City, LP, FreshPoint Southern California, Inc., and FreshPoint South Texas, LP (collectively, the FreshPoint Entities) and Baugh Supply Chain Cooperative, Inc. (Baugh), by their attorneys, hereby submit this limited objection to the Debtors Notice of (I) Possible Assumption of Executory Contracts and Unexpired Leases, (II) Fixing of Cure Amounts in Connection Therewith, and (III) Deadline to Object Thereto (the Notice). In support of this objection, the FreshPoint Entities and Baugh state as follows: BACKGROUND 1. On June 13, 2011 (the Petition Date), the Debtors filed these jointly administered

voluntary cases under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware. 2. The Debtors remain in possession of their property and continue to manage their

business as debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code.

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3.

On October 17, 2011, the Debtor filed the Notice, which lists Baugh Supply Chain

on page 7 and Fresh Point Produce on page 23 of Exhibit 1 to the Notice, which lists cure amounts of $6,493.96 and $81,125.43 respectively. OBJECTION 4. There exist four FreshPoint Entities which supply the Debtors in these cases. Often

in cases where multiple FreshPoint operating companies are involved, there may exist more than one contract with a debtor counterparty. Each contract may not be identical in terms. It cannot be determined from the Notice how the Debtors intend to proceed with each of the FreshPoint Entities and how the proposed cure amount listed in Exhibit 1 to the Notice was derived. 5. Baugh is a cooperative that purchases product from a vendor. In connection with a

vendor relationship, Baugh or an affiliated operating company may make purchases through the cooperative and be entitled to earned premiums, billbacks, or other incentives (collectively, Incentives) based upon purchases made. Often purchases and Incentives are independently determined for each affiliated operating company. In cannot be determined from the Notice what is actually being assumed as it relates to Baugh and how the proposed cure amount listed in Exhibit 1 to the Notice was derived. 6. The FreshPoint Entities and Baugh reserve their rights to amend, supplement, or

withdraw this limited object to the assumptions and the cure amounts listed in Exhibit 1 to the Notice. The FreshPoint Entities and Baugh have reached out to Debtors counsel to obtain clarification so this limited objection may be resolved. WHEREFORE, the FreshPoint Entities and Baugh seek an order sustaining their limited objection and reserving their rights as they relate to the Notice and proposed cure amounts in Exhibit 1 to the Notice and seek an order granting such other and further relief to which they may be entitled.

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Dated: October 25, 2011 WHITE AND WILLIAMS LLP

By: /s/ Marc S. Casarino Marc S. Casarino (#3613) 824 North Market Street, Suite 902 P.O. Box 709 Wilmington, DE 19899-0709 Telephone: 302-654-0424 Facsimile: 302-654-0245 Email: casarinom@whiteandwilliams.com HAYNES AND BOONE, LLP By: /s/ Trey Monsour Trey A. Monsour (TBN 14277200) Jordan Bailey (TBN 24068557) Haynes and Boone, LLP 2323 Victory Avenue, Suite 700 Dallas, Texas 75219 Telephone: (214) 651-5000 Facsimile: (214) 651-5940 Email: trey.monsour@haynesboone.com jordan.bailey@haynesboone.com

ATTORNEYS FOR FRESHPOINT CENTRAL CALIFORNIA, INC., FRESHPOINT OKLAHOMA CITY, LP, FRESHPOINT SOUTHERN CALIFORNIA, INC., FRESHPOINT SOUTH TEXAS, LP, AND BAUGH SUPPLY CHAIN COOPERATIVE, INC.

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