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

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

Objection Deadline: December 21, 2011 at 4:00 p.m. (ET) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _------' Hearing Date: December 28,2011 at 4:00 p.m. (ET)

NOTICE OF MOTION The Official Committee of Unsecured Creditors (the "Committee"), by and through their undersigned counsel, filed the Motion for Leave to File Objection of the Official Committee of Unsecured Creditors to Proof of Claim No. 1754 Filed by Omega Trust Under Seal (the "Motion"). Objections, if any, to the relief requested in the Motion must be filed with the United States Bankruptcy Court, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801, on or before December 21, 2011 at 4:00 p.m. (ET). At the same time, you must also serve a copy of the objection upon the undersigned counsel so as to be received no later than 4:00 p.m. (ET) on December 21,2011. A HEARING ON THE MOTION WILL BE HELD BEFORE THE HONORABLE KEVIN GROSS, CHIEF JUDGE, UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH MARKET STREET, 6TH FLOOR, WILMINGTON, DELAWARE 19801 ON DECEMBER 28, 2011 AT 4:00 P.M. (ET).

I The Debtors, together with the last four digits of each Debtor's federal tax identification number are: Perkins & Marie Callender's Inc. (4388); Perkins & Marie Callender's Holding Inc. (3999); Perkins & Marie Callender's 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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IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING. Dated: November 30,2011 Wilmington, Delaware
LANDIS RATH & COBB LLP

Wi ia E. Chipman, Jr. (No. 3818) Mar D. Olivere (No. 4291) 919 Market Street, Suite 1800 Wilmington, Delaware 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450
-AND-

ROPES & GRAY LLP Benjamin L. Schneider Mark R. Somerstein 1211 Avenue of the Americas New York, New York 10036-8704 Telephone: (212) 596-9000 Facsimile: (212) 596-9090

Andrew G. Devore Prudential Tower 800 Boylston Street Boston, Massachusetts 02199-3600 Telephone: (617) 951-7618 Facsimile: (617) 235-9715
Counsel for the Official Committee of Unsecured Creditors

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER'S INC., etal} Debtors. Chapter 11 Case No. 11-11795 (KG) (Jointly Administered)

Objection Deadline: December 21, 2011 at 4:00 p.m. (ET) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _------' Hearing Date: December 28, 2011 at 4:00 p.m. (ET)

MOTION FOR LEAVE TO FILE OBJECTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO PROOF OF CLAIM NO. 1754 FILED BY OMEGA TRUST UNDER SEAL The Official Committee of Unsecured Creditors (the "Committee") of Perkins & Marie Callender's Inc. ("PMCI") and its affiliated debtors (collectively, and together with PMCI, the "Debtors"), by and through its undersigned counsel, hereby submits this Motion for Leave to File Objection of the Official Committee of Unsecured Creditors to Proof of Claim No. 1754 Filed by Omega Trust Under Seal (the "Motion"). In support of the Motion, the Committee respectfully states as follows: JURISDICTION AND VENUE
1.

This Court has jurisdiction over the Motion pursuant to 28 U.S.C. 157

and 1334. Venue of these cases and the Motion in this district is proper pursuant to 28 U.S.C.
1408 and 1409. This is a core proceeding as defined in 28 U.S.C. 157(b).

1 The Debtors, together with the last four digits of each Debtor's federal tax identification number are: Perkins & Marie Callender's Inc. (4388); Perkins & Marie Callender's Holding Inc. (3999); Perkins & Marie Callender's 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.

The statutory predicates for the relief sought herein are sections 105(a)

and 107(b) of title 11 of the United States Code, 11 U.S.C. 101, et seq. (as amended or modified, the "Bankruptcy Code"), Rule 9018 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rule 9018-1(b) of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules").

BACKGROUND
3.

On June 13, 2011 (the "Petition Date"), each of the Debtors filed a

voluntary petition for relief under chapter 11 of the Bankruptcy Code. Pursuant to Bankruptcy Code sections 1107 and 1108, the Debtors continue in the management and operation of their businesses and properties as debtors in possession. The Debtors' chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). No trustee or examiner has been appointed in these cases. 4. On June 24, 2011,2 the Office of the United States Trustee appointed the

Committee and designated the following seven members to serve on the Committee: (i) The Coca-Cola Company, (ii) Wilmington Trust Company, (iii) Standard General Master Fund LP,3 (iv) News America Marketing, (v) Luna Family Trust, (vi) Northgate Station, LP and (vii) Mr. Benjamin Monroy.

2The

Office of the United States Trustee revised the notice of the appointment of the Committee on June 28, 2011

[D.L 127].

30n September 16,2011, Standard General Master Fund LP resigned from the Committee.

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5.

On or about August 16,2011, proof of claim no. 1754 (the "Omega Trust

Claim") was filed by Omega Trust (as defined in the Omega Trust Claim) against PMCI in the amount of $55,053,953.27 based on an agreement entered into in 1977 whereby PMCI (as successor to Perkins 'Cake and Steak, Inc.) purportedly agreed to pay Omega Trust two percent (2%) of gross sales, in perpetuity, of all franchised restaurants in the states of Wisconsin and Iowa. 6. By an order dated September 28, 2011 [D.l. 1057] (the "Standing Order"),

this Court authorized the Committee to, inter alia, prosecute claims against Omega Trust relating to the Omega Trust Claim, including without limitation causes of action arising under chapter 5 of the Bankruptcy Code. The Standing Order also authorized the Committee to object to the Omega Trust Claim solely for voting purposes on the Plan (as defined below). 7. On October 3, 2011, the Committee filed a motion (the "3018 Motion")

pursuant to Bankruptcy Rule 3018(a) to, inter alia, disallow the Omega Trust Claim in its entirety solely for purposes of voting on the Plan. The Committee asserted in the 3018 Motion that the Omega Trust Claim was not a claim, but an equity interest, and also asserted that the amount set forth in the Omega Trust Claim was artificially inflated because Omega Trust used an artificially low discount rate in calculating the value of its claim. 8. Prior to the hearing on the 3018 Motion and after significant arm's-length

negotiations, the Debtors, the Committee, the Restructuring Support Parties (as defined in the Plan (as defined below)), and Omega Trust (collectively, the "Settlement Parties") agreed on the terms of a settlement to resolve certain disputes regarding the Omega Trust Claim (the "Settlement"). Specifically, the Committee withdrew the 3018 Motion as to Omega Trust and Omega Trust agreed that the Omega Trust Claim would be allowed in the amount of $1 solely

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for voting purposes. Pursuant to the Settlement, no claims for recharacterization of the Omega Trust Claim as an equity interest or any avoidance actions would be asserted against Omega Trust. The Settlement also provided that the Omega Trust Claim would be classified as a

General Unsecured Claim in Class 5 (as such terms are defined in the Plan) in an allowed amount of not less than $12 million and not more than $26 million. 4 9. In connection with the Standing Order and 3018 Motion, counsel for the

Settlement Parties entered into that certain Confidentiality Stipulation (the "Confidentiality Stipulation") to protect the confidential status of certain documents and information disclosed by the parties in connection with discovery, formal or informal, relating to, among other things, any objection to any claim asserted by Omega Trust in these Chapter 11 cases. 10. By an order dated November 1, 2011 [D.l. 1287] (the "Confirmation

Order"), the Court confirmed the Debtors' Second Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code (the "Plan"). The Confirmation Order also approved the terms of the Settlement pursuant to Bankruptcy Rule 9019. 11. On the date hereof, the Committee filed a redacted verSIOn of the

Objection of the Official Committee of Unsecured Creditors to Proof of Claim No. 1754 Filed by Omega Trust (the "Objection"), which seeks to have the amount of the Omega Trust Claim determined to be allowed in the amount of $12 million. Contained within the Objection, and attached thereto as Exhibits B, C, D and E, is information that one or more of the Settlement Parties asserts fall within the provisions of the Confidentiality Stipulation (collectively, the "Confidential Information"), and thus must be filed under seal pursuant to the terms of the Confidentiality Stipulation.
4

The Settlement also provided for other concessions from Omega Trust. Specifically, Omega Trust agreed to not pursue any claims against the Debtors regarding territorial exclusivity in the states of Iowa and Wisconsin and agreed to withdraw its objection to confirmation of the Plan.

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RELIEF REQUESTED

12.

By this Motion, the Committee requests the entry of an order: (i)

authorizing the Committee to file a redacted version of the Objection, which will exclude the Confidential Infonnation, (ii) authorizing the Committee to file the unredacted Objection under seal, and (iii) to the extent necessary, authorizing the Committee and responding parties to the Objection to file future pleadings redacted and under seal in the Debtors' cases, to the extent they contain confidential infonnation, and directing that they remain confidential, redacted, protected under seal, and not made available to any person or entity other than the Court, the Settlement Parties and their counsel, and the United States Trustee, unless otherwise ordered by the Court or agreed to by the Settlement Parties.
BASIS FOR RELIEF REQUESTED

13.

A bankruptcy court may grant the relief requested herein pursuant to

sections 105(a) and 107(b) of the Bankruptcy Code, Bankruptcy Rule 9018 and Local Rule 9018-1(b). Section 107(b) of the Bankruptcy Code provides bankruptcy courts with the power to issue orders that will protect entities from potential hann. provides: On request of a party in interest, the bankruptcy court shall, and on the bankruptcy court's own motion, the bankruptcy court may(1) protect an entity with respect to a trade secret or confidential research, development, or commercial infonnation .... Section 107(b), in relevant part,

14.

Bankruptcy Rule 9018 defines the procedure by which a party may move

for relief under section 107(b) of the Bankruptcy Code:

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On motion or on its own initiative, with or without notice, the court may make any order which justice requires (1) to protect the estate or any entity in respect of a trade secret or other confidential research, development, or commercial information, (2) to protect any entity against scandalous or defamatory matter contained in any paper filed in a case under the Code, or (3) to protect governmental matters that are made confidential by statute or regulation. 15. Unlike Federal Rule of Civil Procedure 26(c), section 107(b) of the

Bankruptcy Code does not require a demonstration of "good cause." Rather, if material sought to be protected falls within one of the enumerated categories, "the court is required to protect a requesting interested party and has no discretion to deny the application." In re Orion Pictures

Corp., 21 F.3d 24,27 (2d Cir. 1994).

16. In this case, the Confidential Information must be filed under seal pursuant

to the terms of the Confidentiality Stipulation as it pertains to sensitive commercial information of the Debtors andlor Omega Trust. Accordingly, this information qualifies as "confidential research, development, or commercial information" within the meaning of section 107(b) of the Bankruptcy Code. 17. Section 105(a) of the Bankruptcy Code grants the Court broad equitable

powers to "issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of [the Bankruptcy Code]." Section 105(a) thus provides ample, independent

authority for the Court to grant the Motion in these circumstances. 18. Accordingly, for the reasons set forth herein, the Committee respectfully

submits that the relief requested is appropriate and necessary under the circumstances.

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NOTICE AND NO PRIOR REQUEST

19.

Notice of this Motion has been delivered to (i) the U.S. Trustee; (ii)

counsel to the Debtors; (iii) counsel to Omega Trust; (iv) counsel to Wells Fargo Capital Finance, LLC, the administrative agent for the Debtors' prepetition secured credit facility and post-petition debtor-in-possession financing facility; (v) counsel to The Bank of New York Mellon Trust Company N.A., the successor indenture trustee for the Debtors' senior secured notes; (vi) counsel to Wilmington Trust Company, the successor indenture trustee for the Debtors' unsecured senior notes; (vii) counsel to the Restructuring Support Parties; and (viii) all other parties that, as of the filing of this Motion, have requested notice in these chapter 11 cases pursuant to Bankruptcy Rule 2002. The Committee submits that such notice is sufficient and that no further notice of the relief requested in this Motion is required. 20. or any other Court. WHEREFORE, the Committee requests that the Court: (i) grant the relief No prior request for the relief sought in this Motion has been made to this

requested by the Motion; and (ii) grant such further relief as is just and proper. Dated: November 30, 2011 Wilmington, Delaware

tz:!2:_L_L_P____
William E. Chipman, Jr. (No. 3818) Mark D. Olivere (No. 4291) 919 Market Street, Suite 1800 Wilmington, Delaware 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450
-AND-

{894.001-W0018062.}

ROPES & GRAY LLP Benjamin L. Schneider Mark R. Somerstein 1211 Avenue of the Americas New York, New York 10036-8704 Telephone: (212) 596-9000 Facsimile: (212) 596-9090
Andrew G. Devore Prudential Tower 800 Boylston Street Boston, Massachusetts 02199-3600 Telephone: (617) 951-7618 Facsimile: (617) 235-9715

Counsel for the Officiql Committee of Unsecured Creditors

{894.001-W0018062.}

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

__________________________________~ ReLNo. ___________

ORDER GRANTING MOTION FOR LEAVE TO FILE OBJECTION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO PROOF OF CLAIM NO. 1754 FILED BY OMEGA TRUST UNDER SEAL Upon consideration of the Official Committee of Unsecured Creditors (the "Committee,,)2 of Perkins & Marie Callender's Inc. ("PMCI") and its affiliated debtors (collectively, and together with PMCI, the "Debtors"), Motion for Leave to File Objection of the Official Committee of Unsecured Creditors to Proof of Claim No. 1754 Filed by Omega Trust and Related Exhibits Under Seal (the "Motion"); and the Court having jurisdiction to hear the Motion; and it appearing that sufficient notice of the Motion has been given; and it appearing that the relief requested by the Motion is in the best interests of the Debtors and other parties-ininterest; and good cause having been shown, it is hereby ORDERED that the Motion is GRANTED; and it is further ORDERED that the Committee is authorized to file a redacted version of the Objection, which will exclude the Confidential Information; and it is further

I The Debtors, together with the last four digits of each Debtor's federal tax identification number are: Perkins & Marie Callender's Inc. (4388); Perkins & Marie Callender's Holding Inc. (3999); Perkins & Marie Callender's 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.

All capitalized terms not herein defmed shall have the same meaning as ascribed to them in the Motion.

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ORDERED that the Committee is authorized to file an unredacted Objection under seal, and it is further ORDERED that to the extent necessary, the Committee, and responding parties to the Objection, are authorized to file future pleadings redacted and under seal in the Debtors' cases, to the extent they contain confidential infonnation, and directing that they remain confidential, redacted, protected under seal, and not made available to any person or entity other than the Court, the Settlement Parties and their counsel, and the United States Trustee, unless otherwise ordered by the Court or agreed to by the Settlement Parties ORDERED that the Court shall retain jurisdiction to hear and detennine all maters arising from or related to the implementation of this Order. Dated: December _, 2011 Wilmington, Delaware The Honorable Kevin Gross Chief Judge, United States Bankruptcy Court

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