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.

DEBTORS SECOND MOTION PURSUANT TO 11 U.S.C. 105(a) AND 345(b) AND DEL. BANKR. L.R. 2015-2(b) FOR AN ORDER GRANTING THE DEBTORS A FURTHER INTERIM WAIVER OF THE REQUIREMENTS OF SECTION 345(b) OF THE BANKRUPTCY CODE Perkins & Marie Callenders Inc. (f/k/a The Restaurant Company) (PMCI) and its above-captioned affiliated debtor entities (collectively, with PMCI, the Debtors), by and through their undersigned counsel, respectfully submit this motion (the Motion), pursuant to sections 105(a) and 345(b) of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code), and Rule 2015-2(b) of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the Local Rules), for entry of an order waiving the requirements of section 345(b) of the Bankruptcy Code on a further interim basis with respect to the Debtors bank accounts and deposit practices. In support of this Motion, the Debtors respectfully state as follows: Jurisdiction and Venue 1. This Court has jurisdiction to consider this Motion under 28 U.S.C. 157 and

1334. This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2).

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.

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2.

Venue of the above-captioned chapter 11 cases and this Motion are proper in this

District pursuant to 28 U.S.C. 1408 and 1409. 3. The statutory predicates for the relief requested herein are sections 105(a) and

345(b) of the Bankruptcy Code and Local Rule 2015-2(b). 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 the Debtors continue 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 amended, modified or supplemented from time to time, the Disclosure Statement). That same day, the Court entered an order [Docket No. 935] (the Disclosure Statement Order) approving the Disclosure Statement as containing adequate information within the meaning of section 1125 of the Bankruptcy Code. Pursuant to the Disclosure Statement Order, the Court also established certain procedures for the solicitation of votes to accept or reject the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 922] (including all exhibits thereto and as may be amended, modified or supplemented from time

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to time, the Plan), and set October 31, 2011 at 10:00 a.m. (ET) as the date and time for a hearing on confirmation of the Plan. 6. Additional information about the Debtors businesses, the events leading up to the

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. Relevant Background 7. On the Petition Date, the Debtors filed their Motion Pursuant to 11 U.S.C.

105(a), 345(b), 363, 1107(a) and 1108, Fed.R.Bankr.P. 2015 and Del.Bankr.L.R. 2015-2 for an Order (I) Authorizing and Approving Continued Use of Cash Management System, (II) Authorizing Use of Pre-Petition Bank Accounts and Business Forms, (III) Authorizing Payment of Pre-Petition Costs and Fees Associated with Customer Credit Card Transactions, (IV) Waiving the Requirements of 11 U.S.C. 345(b) on an Interim Basis and (V) Granting Certain Related Relief [Docket No. 13] (the Cash Management Motion).2 As set forth more fully in the Cash Management Motion, prior to the commencement of these Chapter 11 Cases, the Debtors maintained a centralized cash management and disbursement system in the ordinary course of their business operations. The Cash Management System utilizes the Debtors Bank Accounts to effectively and efficiently collect, transfer and disburse funds as needed in the Debtors general business operations. The Cash Management System provides significant

benefits to the Debtors, including the ability to: (a) closely track, and thus control, all corporate funds; (b) ensure cash availability; and (c) reduce administrative expenses by facilitating the

Capitalized terms used but not otherwise defined herein shall have the meaning attributed to them in the Cash Management Motion.

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movement of funds and the development of timely and accurate account balance and presentment information. 8. Because a disruption in the Cash Management System could cause delays in the

collection and disbursement of funds, thus impeding the Debtors ability to carry out their normal business operations, pursuant to the Cash Management Motion, the Debtors requested the Court to enter an order, among other things, waiving the requirements of section 345(b) of the Bankruptcy Code (the 345 Requirements) on an interim basis and permitting the Debtors to maintain their deposits in their Bank Accounts in accordance with their existing deposit practices. 9. On June 14, 2011, the Court enter an order [Docket No. 45] granting the relief

requested in the Cash Management Motion, including waiving the 345 Requirements on an interim basis, such that the Debtors were permitted to maintain their deposits in their Bank Accounts in accordance with their existing deposit practices, for a period of forty-five (45) days from the Petition Date (the Interim 345 Waiver). 10. On July 26, 2011, the Debtors filed their Motion Pursuant to 11 U.S.C. 105(a)

and 345(b) and Del. Bankr. L.R. 2015-2(b) for an Order Granting the Debtors a Further Interim Waiver of the Requirements of Section 345(b) of the Bankruptcy Code [Docket No. 358] (the Extension Motion). Pursuant to the Extension Motion, the Debtors requested the Court to extend the Interim 345 Waiver through and including October 21, 2011, without prejudice to their rights to seek a further interim waiver from this Court of the 345 Requirements. On August 17, 2011, this Court entered an order [Docket No. 741] approving the relief requested in the Extension Motion; as a result, the Interim 345 Waiver currently expires on October 21, 2011 (the Current Interim 345 Waiver Deadline).

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Relief Requested 11. By this Motion, the Debtors request the entry of an order, pursuant to sections

105(a) and 345(b) of the Bankruptcy Code and Local Rule 2015-2(b), extending the Interim 345 Waiver through and including November 30, 2011.3 The relief requested herein is without prejudice to the Debtors rights to seek a further interim waiver from this Court of the 345 Requirements or to seek approval from this Court to deviate from such requirements on a final basis. Pursuant to Local Rule 9006-2, the Debtors filing of this Motion prior to the expiration of the Current Interim 345 Waiver Deadline shall serve to automatically extend such deadline, without the necessity for the entry of a bridge order, until the Court rules on the relief requested herein. Basis for Relief Requested 12. Section 345(a) of the Bankruptcy Code authorizes deposits or investments of

money of a bankruptcy estate, such as cash, in a manner that will yield the maximum reasonable net return on such money, taking into account the safety of such deposit or investment. 11 U.S.C. 345(a). For deposits or investments that are not insured or guaranteed by the United States or by a department agent or instrumentality of the United States or backed by the full faith and credit of the United States, section 345(b) of the Bankruptcy Code provides that the estate must require from the entity with which the money is deposited or invested a bond in favor of the United States secured by the undertaking of an adequate corporate surety. 11 U.S.C. 345(b). 13. A court may, however, relieve a debtor in possession of the 345 Requirements for

cause. 11 U.S.C. 345(b).

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14.

The Debtors have previously had significant discussions with the U.S. Trustee

and are of the understanding that all but one (1) of their Bank Accounts are currently maintained with financial institutions approved4 by the U.S. Trustee with regard to the 345 Requirements or, to the extent an institution is not approved, the amounts maintained by the Debtors in such Bank Accounts are well below the $250,000 insured limit established by the Federal Deposit Insurance Corporation. With respect to the Debtors Bank Account that is not currently in compliance with the 345 Requirements, the Debtors require additional time to determine whether, against the backdrop of these Chapter 11 Cases and their anticipated emergence from chapter 11 in the immediate future, it is feasible to bring this account into compliance with the 345 Requirements or necessary to seek a waiver of the 345 Requirements on a final basis. Therefore, the Debtors believe that the requested extension of the Interim 345 Waiver is necessary, prudent, and in the best interests of the Debtors, their estates and creditors and other parties in interest because it will allow the Debtors sufficient time to make such a determination without needlessly diverting their time, energy and resources away from other critical efforts and tasks in these Chapter 11 Cases, including pursuing confirmation of the Plan. 15. Furthermore, the benefits derived from the Debtors continued maintenance of the

Cash Management System and the cost savings associated with utilizing an efficient, proven system that is already in place outweighs any potential harm to the Debtors and their estates that the 345 Requirements are intended to guard against. The Debtors have considered all the relevant facts and circumstances, and in the exercise of their business judgment, have determined that it is in their best interests, as well as those of their estates and creditors, to seek a further extension of the Interim 345 Waiver in the manner requested herein. Accordingly, the Debtors
These financial institutions are approved in that they have previously executed a Uniform Depository Agreement in a form prescribed by the U.S. Trustee.
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respectfully request the Court to enter an order further extending the Interim 345 Waiver. Notice 16. The Debtors will serve notice of this Motion upon: (i) the U.S. Trustee; (ii)

counsel to the Committee; (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; and (vii) all parties that, as of the filing of this Motion, have requested notice in these Chapter 11 Cases pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested, the Debtors submit that no other or further notice is necessary. Conclusion WHEREFORE, the Debtors respectfully request that the Court enter an order, substantially in the form attached hereto as Exhibit A, granting the relief requested herein and such other and further relief as the Court may deem just and proper. Dated: October 20, 2011 Wilmington, DE YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) The Brandywine Building, 1000 West Street, 17th Floor 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 PERKINS & MARIE CALLENDERS INC., ET AL., Debtors and Debtors-in-Possession

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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.
Objection Deadline: November 3, 2011 at 4:00 p.m. (ET) Hearing Date: November 22, 2011 at 4:00 p.m. (ET)

NOTICE OF DEBTORS SECOND MOTION PURSUANT TO 11 U.S.C. 105(a) AND 345(b) AND DEL. BANKR. L.R. 2015-2(b) FOR AN ORDER GRANTING THE DEBTORS A FURTHER INTERIM WAIVER OF THE REQUIREMENTS OF SECTION 345(b) OF THE BANKRUPTCY CODE TO: (I) THE U.S. TRUSTEE; (II) COUNSEL TO THE COMMITTEE; (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; AND (VII) ALL PARTIES THAT, AS OF THE FILING OF THE MOTION, HAVE REQUESTED NOTICE IN THESE CHAPTER 11 CASES PURSUANT TO BANKRUPTCY RULE 2002.

PLEASE TAKE NOTICE that the debtors and debtors in possession in the above-captioned cases (collectively, the Debtors) have filed the attached Second Debtors Motion Pursuant to 11 U.S.C. 105(a) and 345(b) and Del. Bankr. L.R. 2015-2(b) for an Order Granting the Debtors a Further Interim Waiver of the Requirements of Section 345(b) of the Bankruptcy Code (the Motion). PLEASE TAKE FURTHER NOTICE that any objections to the relief requested in the Motion must be filed on or before November 3, 2011 at 4:00 p.m. (ET) (the Objection Deadline) with the United States Bankruptcy Court for the District of Delaware, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801. At the same time, you must serve a copy of your objection upon the undersigned counsel to the Debtors so as to be received on or before the Objection Deadline.

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.

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PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE MOTION WILL BE HELD ON NOVEMBER 22, 2011 AT 4:00 P.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. PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE MOTION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED THEREIN WITHOUT FURTHER NOTICE OR A HEARING. Dated: October 20, 2011 Wilmington, DE YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) The Brandywine Building, 1000 West Street, 17th Floor 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 PERKINS & MARIE CALLENDERS INC., ET AL., Debtors and Debtors-in-Possession

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EXHIBIT A Proposed Order

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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. _____

SECOND ORDER PURSUANT TO 11 U.S.C. 105(a) AND 345(b) AND DEL. BANKR. L.R. 2015-2(b) GRANTING THE DEBTORS A FURTHER INTERIM WAIVER OF THE REQUIREMENTS OF SECTION 345(b) OF THE BANKRUPTCY CODE Upon the Debtors Second Motion Pursuant to 11 U.S.C. 105(a) and 345(b) and Del. Bankr. L.R. 2015-2(b) for an Order Granting the Debtors a Further Interim Waiver of the Requirements of Section 345(b) of the Bankruptcy Code (the Motion),2 the Court finds that: (i) it has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; (ii) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); (iii) the relief requested in the Motion is in the best interest of the Debtors, their estates and creditors; (iv) notice of the Motion and the hearing thereon was sufficient under the circumstances; and (v) after due deliberation, good and sufficient cause exists for the relief requested in the Motion. Accordingly, it is hereby ORDERED, ADJUDGED AND DECREED that: 1. 2. The Motion is granted. Pursuant to section 345(b) of the Bankruptcy Code and Local Rule 2015-2(b), the

requirements of section 345(b) of the Bankruptcy Code and the U.S. Trustees Operating Guidelines for Chapter 11 Cases are waived on a further interim basis, through and including
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 1

Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Motion.

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November 30, 2011, such that the Debtors are hereby permitted to maintain their deposits in their Bank Accounts in accordance with their existing deposit practices. This Order shall be without prejudice to the Debtors rights to seek a further interim waiver from this Court of such requirements or to seek approval from this Court to deviate from such requirements on a final basis. 3. This Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation of this order. Date: November _____, 2011 KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

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