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

Chapter 11 Case No. 11-11795 (___)

Debtor. In re: PERKINS & MARIE CALLENDERS HOLDING INC. Debtor. In re: PERKINS & MARIE CALLENDERS REALTY LLC Debtor. In re: PERKINS FINANCE CORP. Chapter 11 Case No. 11-11798 (___) Chapter 11 Case No. 11-11797 (___) Chapter 11 Case No. 11-11796 (___)

Debtor. In re: WILSHIRE RESTAURANT GROUP LLC Chapter 11 Case No. 11-11799 (___)

Debtor. In re: PMCI PROMOTIONS LLC Chapter 11 Case No. 11-11800 (___)

Debtor.

YCST01:11162225.1

070242.1001

In re: MARIE CALLENDER PIE SHOPS, INC.

Chapter 11 Case No. 11-11801 (___)

Debtor. In re: MARIE CALLENDER WHOLESALERS, INC. Debtor. In re: MACAL INVESTORS, INC. Chapter 11 Case No. 11-11803 (___) Chapter 11 Case No. 11-11802 (___)

Debtor. In re: MCID, INC. Chapter 11 Case No. 11-11804 (___)

Debtor. In re: WILSHIRE BEVERAGE, INC. Chapter 11 Case No. 11-11805 (___)

Debtor. In re: FIV CORP. Chapter 11 Case No. 11-11806 (___)

Debtor.

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DEBTORS MOTION PURSUANT TO BANKRUPTCY RULE 1015 AND LOCAL RULE 1015-1 FOR ORDER AUTHORIZING JOINT ADMINISTRATION Perkins & Marie Callenders Inc. (f/k/a The Restaurant Company) (PMCI) and its above-captioned affiliated debtor entities (collectively, with PMCI, the Debtors),1 by and through their undersigned proposed counsel, respectfully submit this motion (the Motion) for the entry of an order, pursuant to Rule 1015 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Rule 1015-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules), authorizing the joint administration of all the Debtors chapter 11 cases and the consolidation thereof for procedural purposes only. In support of this Motion, the Debtors submit and

incorporate by reference herein the Declaration of Joseph F. Trungale in Support of Debtors Chapter 11 Petitions and First Day Motions (the First Day Declaration), filed contemporaneously with this Motion. In further support of this Motion, the Debtors respectfully state as follows: Jurisdiction and Venue 1. This Court has jurisdiction to consider this Motion pursuant to 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 Motion are proper in this

District pursuant to 28 U.S.C. 1408 and 1409. 3. 1015-1.

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.
1

The relief requested herein is predicated on Bankruptcy Rule 1015 and Local Rule

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Factual Background 4. On June 13, 2011 (the Petition Date), each of the Debtors filed a voluntary

petition (collectively, the Petitions) for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 et seq. (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. As of the date hereof, no Official

Committee of Unsecured Creditors has been appointed in any of the Chapter 11 Cases. A. The Debtors Businesses 5. The Debtors are one of the leading operators of family-dining and casual-dining

restaurants, under their two (2) highly-recognized brands: (i) their full-service family dining restaurants located primarily in the Midwest, Florida and Pennsylvania under the name Perkins Restaurant and Bakery (Perkins), and (ii) their mid-priced, full-service casual-dining restaurants, specializing in the sale of pies and other bakery items, located primarily in the western United States under the name Marie Callenders Restaurant and Bakery (Marie Callenders). 6. Through the Debtors Foxtail Foods bakery goods manufacturing operations

(Foxtail), the Debtors offer pies, muffin batters, cookie doughs, pancake mixes, and other food products for sale to both company-owned and franchised Perkins and Marie Callenders restaurants, and to unaffiliated customers, such as food service distributors and supermarkets, as well as on-line to the public. Foxtail operates one (1) manufacturing facility located in Corona, California, at which it produces pies and other bakery products primarily for the Marie Callenders restaurants, and two (2) facilities in Cincinnati, Ohio, at which it produces pies, 4
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pancake mixes, cookie doughs, muffin batters and other baking products primarily for the Perkins restaurants and various third-party customers. Prior to that certain asset sale transaction with ConAgra Foods RDM, Inc. (RDM) described below, the Debtors licensed to ConAgra Foods, Inc. (f/k/a ConAgra, Inc.) and RDM (collectively, ConAgra) the use of the registered name Marie Callenders in connection with the manufacture and distribution of various food products by ConAgra in various domestic and foreign markets pursuant to licensing/distribution agreements. Effective as of June 9, 2011, Marie Callender Pie Shops, Inc., one of the within Debtors (MCPSI) sold its ownership of its material Marie Callenders trademarks to RDM pursuant to a certain Asset Purchase Agreement dated as of June 9, 2011 (the Trademark Sale Transaction). Concomitantly, RDM and MCPSI entered into a certain Trademark License Agreement, dated as of June 9, 2011, pursuant to which the Debtors received a perpetual, royalty-free, worldwide license to use the applicable trademarks in connection with restaurant operations and the sale of fresh bakery products. 7. Perkins, founded in 1958, offers a full menu of over ninety (90) assorted Breakfast items, which are available

breakfast, lunch, dinner, snack and dessert items.

throughout the day, account for approximately half of the entrees sold in the Perkins restaurants. 8. Marie Callenders, founded in 1948, has one of the longest operating histories

within the full-service dining sector. Marie Callenders is known for serving quality food in a warm and pleasant atmosphere and for its premium pies that are baked fresh daily. 9. As of April 17, 2011, the Debtors owned and operated one hundred sixty (160)

Perkins restaurants located in thirteen (13) states, and franchised three hundred fourteen (314) Perkins restaurants located in thirty-one (31) states and five (5) Canadian provinces. Similarly, the Debtors owned and operated eighty-five (85) Marie Callenders restaurants located in nine

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(9) states, and franchised thirty seven (37) Marie Callenders restaurants located in four (4) states and Mexico.2 Thus, the Debtors operate or franchise approximately six hundred (600)

restaurants throughout the United States, Canada and Mexico.* 10. As of April 17, 2011, the Debtors employed approximately twelve thousand three

hundred fifty (12,350) employees, consisting of approximately five thousand three hundred fifty (5,350) part-time employees and approximately seven thousand (7,000) full-time employees.* 11. $507 million. B. Corporate Structure and Pre-Petition Capitalization 12. Perkins & Marie Callenders Holding Inc. (f/k/a The Restaurant Holding The Debtors revenues for the year ended December 26, 2010 were approximately

Corporation) (PMC Holding) is a holding company that wholly owns PMCI. PMCI is the Debtors principal operating entity and the primary obligor on the Debtors pre-Petition Date senior secured working capital facility and their secured and unsecured bond debt. PMCI directly or indirectly owns and operates the Debtors restaurant operations, oversees the Debtors franchised restaurant operations, and owns and operates its Foxtail business. 13. PMCI owns and controls one hundred (100%) percent of Perkins & Marie

Callenders Realty LLC (f/k/a TRC Realty LLC), Perkins Finance Corp., PMCI Promotions LLC (Promotions), and Wilshire Restaurant Group LLC (Wilshire). Through Wilshire, PMCI owns and controls one hundred (100%) percent of MCPSI which, in turn, owns and controls one hundred (100%) percent of Marie Callender Wholesalers, Inc., MACAL Investors, Inc., MCID,

Included therein, MCPSI operates two (2) Callenders Grill restaurants in Los Angeles, California and a single East Side Marios restaurant in Lakewood, California. * Immediately prior to the Petition Date, the Debtors initiated a store reduction program to discontinue approximately sixty-five (65) corporate-operated restaurant locations, which will have the attendant effect of a reduction in workforce of approximately 2,500 people.

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Inc., Wilshire Beverage, Inc., and FIV Corp.

MCPSI, together with its wholly-owned

subsidiaries, owns and operates the Marie Callenders corporate and franchised restaurant operations. The foregoing direct and indirect wholly-owned subsidiaries of PMCI are hereinafter referred to as the Subsidiary Debtors; and the Subsidiary Debtors, exclusive of Promotions, are hereinafter referred to as the Guarantor Subsidiary Debtors. 14. On September 24, 2008, PMCI issued $132 million in aggregate principal amount

of 14% Senior Secured Notes (the Senior Secured Notes), with a maturity date of May 31, 2013 and interest payable semi-annually on May 31 and November 30 of each year. The Senior Secured Notes are guaranteed by PMC Holding and the Guarantor Subsidiary Debtors and are secured on a second lien basis by substantially all of the assets of PMCI, PMC Holding and the Guarantor Subsidiary Debtors. Previously, on September 21, 2005, PMCI issued $190 million of 10% Senior Notes (the Senior Notes), with a maturity date of October 1, 2013 and interest payable semi-annually on April 1 and October 1 of each year. The Senior Notes are unsecured obligations of PMCI and are guaranteed on an unsecured basis by the Guarantor Subsidiary Debtors. 15. Concurrently with the issuance of the Senior Secured Notes, PMCI and PMC

Holding entered into a Credit Agreement dated as of September 24, 2008 (as amended, the Credit Agreement) with Wells Fargo Capital Finance, LLC (f/k/a Wells Fargo Foothill, LLC) as the lender and administrative agent (the Credit Facility Agent), consisting of a revolving credit facility in favor of PMCI, as borrower, of up to $26,000,000, with a sub-limit of $15,000,000 for the issuance of letters of credit (collectively, the Credit Facility). The Credit Facility is guaranteed by PMC Holding and the Guarantor Subsidiary Debtors and is secured on

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a first lien basis by substantially all of the assets of PMCI, PMC Holdings and the Guarantor Subsidiary Debtors. 16. Accordingly, by virtue of the issuance of the Senior Secured Notes and the

establishment of the Credit Facility, each of the Debtors (other than Promotions) is primarily or secondarily liable and obligated for the repayment of all of the aforesaid secured debt obligations, and, by virtue of the issuance of the Senior Notes, each of the Debtors (other than Promotions and PMC Holding) is primarily or secondarily liable and obligated for the repayment of the Senior Notes. 17. After application of the proceeds from the Trademark Sale Transaction, as of the

Petition Date, approximately $103,000,000 in aggregate principal amount of the Senior Secured Notes are outstanding, $190,000,000 in aggregate principal amount of the Senior Notes are outstanding, and approximately $10,060,000 in principal amount is outstanding under the Credit Facility (comprised solely of outstanding letters of credit). 18. In addition to the foregoing, as of the Petition Date, the Debtors have outstanding

approximately $8,600,000 in unpaid trade debt to their vendors and suppliers. C. Events Leading to the Debtors Chapter 11 Cases 19. Prior to the commencement of these Chapter 11 Cases, the Debtors operations

and financial performance were severely and adversely affected due to excessive leverage and poor sales results. The poor economic climate has been a primary factor in the decline in restaurant sales, particularly in Florida and California where there are large concentrations of Perkins and Marie Callenders restaurants, and where high foreclosure rates and depressed economies have prevailed. With overall unemployment rates at record high levels, discretionary income for many historically-loyal customers and other consumers has been severely

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constrained, directly correlating to depressed restaurant sales and reduced or eliminated customer traffic. Restaurant sales were also negatively impacted by a lack of restaurant remodeling expenditures due to the Debtors internal constraints on deploying cash for capital expenditures. As better resourced competitors continued to build new locations and upgrade their existing facilities (and in some cases, through the vehicle of their own chapter 11 proceedings, restructured their financial affairs), many of the Debtors restaurants became facially dated and stale, which also negatively impacted the ability of the Debtors to maintain customer traffic at the levels prevailing prior to the economic downturn. 20. On April 1, 2011, the Debtors obligated thereunder were unable and failed to

make a scheduled interest payment of $9,500,000 on the Senior Notes. After the passage of thirty (30) days from April 1, without payment of such interest, such default became an Event of Default under the indenture governing the Senior Notes (the Senior Notes Indenture), permitting potential acceleration of the Senior Notes by the holders of at least twenty-five (25%) percent in aggregate principal amount of the Senior Notes. The occurrence of the interest default and subsequent Event of Default (as defined in the Senior Notes Indenture) resulting therefrom also gave rise to various potential collection and enforcement remedies available to the indenture trustee for, and the holders of, the Senior Notes and to the Credit Facility Agent under the Credit Agreement. Certain technical defaults also existed under the Credit Agreement as to which the Credit Facility Agent had similar potential rights and remedies. Effective April 30, 2011, PMCI and various of the other Debtors entered into two (2) forbearance agreements (collectively, the Forbearance Agreements). On or about May 4, 2011, PMCI, the Guarantor Subsidiary

Debtors and the holders of in excess of eighty (80%) percent in aggregate principal amount of the Senior Notes entered into a forbearance agreement, pursuant to which said holders agreed to

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forbear from exercising any and all of their rights and remedies with respect to the aforesaid payment default and other existing and anticipated defaults and Events of Default through and including June 30, 2011 (the Senior Note Forbearance Agreement). Additionally, on or about May 9, 2011, the Debtors (other than Promotions) entered into a forbearance agreement with the lender and the Credit Facility Agent under the Credit Agreement (triggered by certain technical defaults thereunder including the nonpayment of the semi-annual interest payment on the Senior Notes) pursuant to which the lender and Credit Facility Agent agreed to forbear from exercising any and all of their rights and remedies to and until June 30, 2011. 21. During the window of opportunity created by the execution and delivery of the

Forbearance Agreements, the Debtors entered into negotiations with the holders of the Senior Notes signatory to the Senior Note Forbearance Agreement (and the holders of one hundred (100%) percent of the Secured Notes) (collectively, the Restructuring Support Parties) which negotiations were designed to restructure and recapitalize the Debtors businesses and balance sheet. To that end, in the weeks preceding the Petition Date, the Debtors and said noteholders entered into a Restructuring Support Agreement dated as of June 6, 2011, designed to mutually and consensually develop and agree upon the parameters of a reorganization program for the Debtors that will, among other things, delever the Debtors capital structure, and thereby establish a pre-filing blueprint for an efficient and effective chapter 11 reorganization process. In connection with entering into the Restructuring Support Agreement, the Debtors and Restructuring Support Parties also negotiated the principal terms of the Debtors plan of reorganization, and such plan of reorganization and the accompanying disclosure statement will be filed with the Court on or before July 14, 2011 in accordance with the milestones contained in the Restructuring Support Agreement.

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Relief Requested 22. By this Motion, the Debtors seek the entry of an order, pursuant to Bankruptcy

Rule 1015 and Local Rule 1015-1, directing the joint administration of their Chapter 11 Cases and the consolidation thereof for procedural purposes only. 23. Many, if not virtually all, of the motions, applications, hearings and orders that

will arise in these Chapter 11 Cases will jointly affect all of the Debtors. For this reason, the Debtors respectfully submit that the interests of the Debtors, their creditors and other parties in interest would be best served by the joint administration of these Chapter 11 Cases. In order to optimally and economically administer the Debtors pending Chapter 11 Cases, such cases should be jointly administered, for procedural purposes only, under the case number assigned to Debtor PMCI. 24. The Debtors also request that the Clerk of this Court maintain one (1) file and one

(1) docket for all of the Debtors Chapter 11 Cases, which file and docket shall be the file and docket for Debtor PMCI. 25. The Debtors further request that the caption of these Chapter 11 Cases be

modified as follows:

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC., et al.,1 Debtors. Chapter 11 Case No. 11-11-11795 (___) Jointly Administered

26.

In addition, the Debtors seek the Courts direction that a notation substantially

similar to the following proposed docket entry be entered on the docket of each of the Debtors Chapter 11 Cases, other than the Chapter 11 Case of Debtor PMCI, to reflect the joint administration of these Chapter 11 Cases: An Order has been entered in this case directing the consolidation and joint administration for procedural purposes only of the chapter 11 cases of Perkins & Marie Callenders Inc., Perkins & Marie Callenders Holding Inc., Perkins & Marie Callenders Realty LLC, Perkins Finance Corp., Wilshire Restaurant Group LLC, PMCI Promotions LLC, Marie Callender Pie Shops, Inc., Marie Callender Wholesalers, Inc., MACAL Investors, Inc., MCID, Inc., Wilshire Beverage, Inc., and FIV Corp., and all subsequently filed chapter 11 cases of such debtors affiliates. The docket in the chapter 11 case of Perkins & Marie Callenders Inc., Case No. 11-11795 (___), should be consulted for all matters affecting this case. 27. Finally, the Debtors seek authority to file the monthly operating reports required

by the U.S. Trustee on a consolidated basis, provided, however, that on such reports the Debtors shall indicate disbursements separately for each individual Debtor as applicable. Such

consolidated monthly operating reports will provide economies and efficiencies to the Debtors

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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and their personnel without prejudice to any party in interest in or affected by these Chapter 11 Cases. Basis For Relief Requested 28. Pursuant to Bankruptcy Rule 1015(b), if two (2) or more petitions are pending in

the same court by or against a debtor and an affiliate, the Court may order a joint administration of the estates. Fed.R.Bankr.P. 1015(b). Local Rule 1015-1 similarly provides for joint

administration of chapter 11 cases when the facts demonstrate that joint administration is warranted and will ease the administrative burden for the Court and the parties. Del.Bankr.L.R. 1015-1. In these Chapter 11 Cases, the Debtors are affiliates as that term is defined in Section 101(2) of the Bankruptcy Code. 29. Additionally, the First Day Declaration, filed contemporaneously herewith,

establishes that the joint administration of the Debtors respective estates is warranted and will ease the administrative burden on this Court and all parties in interest in these Chapter 11 Cases. 30. The joint administration of these Chapter 11 Cases will also permit the Clerk of

this Court to utilize a single docket for all of the Chapter 11 Cases and to combine notices to creditors and other parties in interest in the Debtors respective Chapter 11 Cases. In addition, there will likely be numerous motions, applications, and other pleadings filed in these Chapter 11 Cases that will affect all or virtually all of the Debtors. Joint administration will permit counsel for all parties in interest to include all of the Debtors Chapter 11 Cases in a single caption for the numerous documents that are likely to be filed and served in these Chapter 11 Cases. Joint administration of the Chapter 11 Cases will also enable parties in interest in all of the Chapter 11 Cases to stay apprised of all the various matters before this Court. 31. The joint administration of these Chapter 11 Cases will not prejudice or adversely

affect the rights of the Debtors creditors because the relief sought herein is purely procedural 13
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and is not intended to affect substantive rights. Joint administration will also significantly reduce the volume of paper that otherwise would be filed with the Clerk of this Court, render the completion of various administrative tasks less costly, and provide for greater efficiencies. Moreover, the relief requested by this Motion will also simplify supervision of the administrative aspects of these Chapter 11 Cases by the Office of the United States Trustee. 32. Finally, the entry of joint administration orders in multiple related cases such as

these is common in this District and elsewhere. See, e.g., In re Ambassadors International, Inc., Case No. 11-11002 (Bankr. D. Del. Apr. 5, 2011) (Gross, J.) (order directing joint administration of chapter 11 cases); In re Appleseeds Intermediate Holdings LLC, Case No. 11-10160 (Bankr. D. Del. Jan. 20, 2011) (Gross, J.) (same); In re Anchor Blue, Inc., Case No. 11-10111 (Bankr. D. Del. Jan. 12, 2011) (Walsh, J.) (same). 33. For these reasons, the Debtors submit that the relief requested herein is in the best

interests of the Debtors, their estates and creditors, and therefore should be granted. Notice 34. The Debtors will serve notice of this Motion upon: (i) the Office of the United

States Trustee; (ii) the Debtors consolidated list of creditors holding the forty (40) largest unsecured claims; (iii) counsel to the Agent for the Debtors pre-petition Credit Facility and postpetition debtor-in-possession financing facility; (iv) counsel to the indenture trustee for the Secured Notes; (v) counsel to the indenture trustee for the Senior Notes; and (vi) counsel to the Restructuring Support Parties. Notice of this Motion and any order entered hereon will be served in accordance with Local Rule 9013-1(m). In light of the nature of the relief requested, the Debtors submit that no other or further notice is necessary.

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No Prior Request 35. other court. WHEREFORE, the Debtors respectfully request that this Court enter an order, substantially in the form annexed hereto as Exhibit A, granting the relief requested herein and such other and further relief as may be just and proper. Dated: June 13, 2011 Wilmington, Delaware Respectfully submitted, YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert S. Brady Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) The Brandywine Building 1000 West Street, 17th Floor P.O. Box 391 Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 And 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 Proposed Counsel for Perkins & Marie Callenders Inc., et al. Debtors and Debtors-in-Possession No prior application for the relief requested herein has been made to this or any

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EXHIBIT A

YCST01:11162225.1

070242.1001

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC. Chapter 11 Case No. 11-11795 (___)

Debtor. In re: PERKINS & MARIE CALLENDERS HOLDING INC. Debtor. In re: PERKINS & MARIE CALLENDERS REALTY LLC Debtor. In re: PERKINS FINANCE CORP. Chapter 11 Case No. 11-11798 (___) Chapter 11 Case No. 11-11797 (___) Chapter 11 Case No. 11-11796 (___)

Debtor. In re: WILSHIRE RESTAURANT GROUP LLC Chapter 11 Case No. 11-11799 (___)

Debtor. In re: PMCI PROMOTIONS LLC Chapter 11 Case No. 11-11800 (___)

Debtor.

YCST01:11162225.1

070242.1001

In re: MARIE CALLENDER PIE SHOPS, INC.

Chapter 11 Case No. 11-11801 (___)

Debtor. In re: MARIE CALLENDER WHOLESALERS, INC. Debtor. In re: MACAL INVESTORS, INC. Chapter 11 Case No. 11-11803 (___) Chapter 11 Case No. 11-11802 (___)

Debtor. In re: MCID, INC. Chapter 11 Case No. 11-11804 (___)

Debtor. In re: WILSHIRE BEVERAGE, INC. Chapter 11 Case No. 11-11805 (___)

Debtor. In re: FIV CORP. Chapter 11 Case No. 11-11806 (___) Ref. Docket No. _____ Debtor. ORDER PURSUANT TO BANKRUPTCY RULE 1015 AND LOCAL RULE 1015-1 DIRECTING JOINT ADMINISTRATION

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Upon the motion (the Motion)1 of Perkins & Marie Callenders Inc. (f/k/a The Restaurant Company) (PMCI) and its above-captioned affiliated debtor entities (collectively, with PMCI, the Debtors),2 pursuant to Bankruptcy Rule 1015 and Local Rule 1015-1, directing the joint administration of these Chapter 11 Cases for procedural purposes only, as more fully described in the Motion; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and the Motion and relief sought therein being a core proceeding pursuant to 28 U.S.C. 157(b)(2), and venue of these Chapter 11 Cases and the Motion being proper in this District pursuant to 28 U.S.C. 1408 and 1409; and due and proper notice of the Motion and the hearing thereon having been given and being sufficient under the circumstances; and upon the record herein, including the First Day Declaration; and after due deliberation, good and sufficient cause exists for the relief requested herein. Accordingly, it is hereby ORDERED, ADJUDGED AND DECREED that: 1. 2. The Motion is granted. The Debtors Chapter 11 Cases shall be consolidated for procedural purposes only

and shall be jointly administered in accordance with the provisions of Bankruptcy Rule 1015 and Local Rule 1015-1. 3. The Clerk of the Court shall maintain one file and one docket for all of the Debtors Chapter 11 Cases, which file and docket shall be the file and docket for the Chapter 11 Case of Debtor Perkins & Marie Callenders Inc., Case No. 11-11795 (_____).

1 2

Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.

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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4. All pleadings filed in the Debtors Chapter 11 Cases shall bear a consolidated caption in the following form: In re: PERKINS & MARIE CALLENDERS INC., et al.,1 Debtors. Chapter 11 Case No. 11-11795 (___) Jointly Administered

5.

All original pleadings shall be captioned as indicated in the preceding decretal

paragraph, and the Clerk of the Court shall make docket entries in each of the dockets of each of the Chapter 11 Cases, other than the Chapter 11 Case of Debtor Perkins & Marie Callenders Inc., and in the docket of any other related cases which are subsequently filed, substantially as follows: An Order has been entered in this case directing the consolidation and joint administration for procedural purposes only of the chapter 11 cases of Perkins & Marie Callenders Inc., Perkins & Marie Callenders Holding Inc., Perkins & Marie Callenders Realty LLC, Perkins Finance Corp., Wilshire Restaurant Group LLC, PMCI Promotions LLC, Marie Callender Pie Shops, Inc., Marie Callender Wholesalers, Inc., MACAL Investors, Inc., MCID, Inc., Wilshire Beverage, Inc., and FIV Corp., and all subsequently filed chapter 11 cases of such debtors affiliates. The docket in the chapter 11 case of Perkins & Marie Callenders Inc., Case No. 11-11795 (___), should be consulted for all matters affecting this case. 6. The Debtors shall be permitted to file their monthly operating reports required by

the U.S. Trustee on a consolidated basis; provided, however, that on such reports the Debtors shall list disbursements separately for each individual Debtor.
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.
1

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7.

This Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation or interpretation of this Order. Date: June _____, 2011 UNITED STATES BANKRUPTCY JUDGE

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