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.

REORGANIZED DEBTORS MOTION FOR ENTRY OF A FINAL DECREE AND ORDER CLOSING THE DEBTORS CHAPTER 11 CASES AND TERMINATING THE SERVICES OF OMNI MANAGEMENT GROUP LLC AS CLAIMS, BALLOTING, AND NOTICING AGENT IN THE DEBTORS CHAPTER 11 CASES Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors,2 by and through their undersigned counsel, respectfully submit this motion (the Motion) for entry of a final decree and order, substantially in the form attached hereto as Exhibit B (the Proposed Order), pursuant to section 350 of chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code), Rule 3022 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rules 2002-1(f) and 5009-1 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the Local Rules), (a) closing the Chapter 11 Cases and (b) terminating the services of Omni Management Group LLC (Omni) as claims, balloting, and noticing agent in the Chapter 11

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

Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as may be amended, modified, or supplemented from time to time, and as supplemented by the Plan Supplement, the Plan).

01:12344097.2 070242.1001

Cases (the Claims Agent). In support of this Motion, the Reorganized Debtors respectfully represent as follows: Jurisdiction and Venue 1. This Court has jurisdiction over this matter 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 these 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 350 of the Bankruptcy Code, Bankruptcy Rule 3022, and Local Rules 2002-1(f) and 5009-1. General Factual 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 the Chapter 11 Cases in this Bankruptcy Court (the Court). 5. No request has been made for the appointment of a trustee or examiner,

and subsequent to the Petition Date, the Debtors continued to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 6. 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. 7. 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

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amended, modified or supplemented from time to time, the Disclosure Statement). That same day, the Court entered an order [Docket No. 935] approving the Disclosure Statement as containing adequate information within the meaning of section 1125 of the Bankruptcy Code. 8. On November 1, 2011, this Court entered an order [Docket No. 1287] (the

Confirmation Order) confirming the Plan pursuant to section 1129 of the Bankruptcy Code and Bankruptcy Rule 3020. 9. No. 1370]. 10. Additional information about the Debtors businesses, the events leading The Effective Date of the Plan occurred on November 30, 2011 [Docket

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 Factual Background 11. Prior and subsequent to the Effective Date, the Debtors and the

Reorganized Debtors, as applicable, diligently reviewed the Debtors books and records and analyzed the Proofs of Claim filed in the Chapter 11 Cases against the Debtors Estates. 12. As a result of these efforts, the Debtors, prior to the Effective Date, and

the Reorganized Debtors, subsequent to the Effective Date, filed, and successfully prosecuted, in part, a total of nineteen (19) omnibus claims objections and four (4) notices of previously satisfied claims and scheduled amounts. 13. In addition, on August 21, 2012, the Reorganized Debtors filed two

omnibus claims objections [Docket Nos. 1812 and 1813] (the Twentieth and Twenty-First

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Omnibus Claims Objections), which are scheduled to be heard at the same hearing as this Motion. In the aggregate, three (3) Disputed Claims are subject to the Twentieth and TwentyFirst Omnibus Claims Objections (collectively, the Bankruptcy Court Disputed Claims). 14. As of the filing of this Motion, in accordance with the terms of the Plan,

the Reorganized Debtors have made, or are in the processing of making, distributions on account of all Allowed Claims in Classes 5 and 6 under the Plan and are working with the Senior Notes Trustee (and his agents and representatives) to make any cash distributions to which holders of Allowed Senior Notes Claims that made the Cash Election are entitled to,3 and do not believe that there are any remaining Disputed Claims with the exception of: (a) the limited number of Disputed Claims that are being litigated in other forums pursuant to stipulations and orders granting relief from the automatic stay or from the discharge injunction provided for in the Plan (collectively, the Non-Bankruptcy Court Disputed Claims), in which case the Reorganized Debtors have established the Distribution reserves, if any, required under such stipulations and orders; (b) the Bankruptcy Court Disputed Claims; and (c) three (3) Disputed Claims that the Reorganized Debtors have reached agreements in principle to resolve without the need for filing an objection, and for which the Reorganized Debtors anticipate submitting to the Court a stipulation for the Courts approval at or prior to the hearing on this Motion (together with the Bankruptcy Court Disputed Claims and the Non-Bankruptcy Court Disputed Claims, collectively, the Outstanding Disputed Claims). 15. The Reorganized Debtors believe that, as of the date hereof, all motions,

contested matters, and other proceedings that were before the Court with respect to the Chapter

On the Effective Date, 8,936,090 in the aggregate of Reorganized PMC Holding Membership Interests were issued to the Senior Notes Trustee, which in turn shall make distributions to the holders of Allowed Senior Notes Claims which did not make the Cash Election and are to receive their Pro Rata percentage of Reorganized PMC Holding Membership Interests.
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11 Cases have been resolved, or will be resolved, prior to the Courts consideration of this Motion. Relief Requested 16. By this Motion, the Reorganized Debtors request the Court to enter the

Proposed Order, (a) closing the Chapter 11 Cases and (b) terminating the services of Omni as the Claims Agent. Basis for Relief Requested A. Final Decree and Order Closing the Chapter 11 Cases 17. Section 350 of the Bankruptcy Code provides, in pertinent part, that

[a]fter an estate is fully administered ... the court shall close the case. 11 U.S.C. 350(a). Pursuant to Bankruptcy Rule 3022 and Local Rule 5009-1(a), a party in interest may file a motion requesting the bankruptcy court to close a chapter 11 case. 18. The term fully administered is not defined by the Bankruptcy Code or in

the Bankruptcy Rules. As one court noted, fully administered could mean very different things: at one extreme, an estate could be fully administered when a Chapter 11 plan is confirmed and the estate dissolves [a]t the other extreme, an estate could be fully administered when all that is called for under a plan occurs. In re Mold Makers, 124 B.R. 766, 768 (Bankr. N.D. Ill 1990). 19. Factors that a bankruptcy court should consider when determining if an

estate has been fully administered include: (a) whether the order confirming the plan has become final; (b) whether deposits required by the plan have been distributed; (c) whether the property proposed by the plan to be transferred has been transferred; (d) whether the debtor or the successor to the debtor has assumed the business or management of the property dealt with by the plan; (e) whether payments under the plan have commenced; and (f) whether all motions,

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contested matters, and adversary proceedings have been resolved. See Advisory Committees note to Fed. R. Bankr. P. 3022. 20. The Advisory Committees note, however, is silent as to the number of

factors required to be satisfied before a chapter 11 bankruptcy case is deemed fully administered. While bankruptcy courts often apply the six (6) factors described above, these factors serve merely as a guide to assist in the determination of whether a case is fully administered. Failure to completely satisfy all factors will not prevent a case from being deemed fully administered. See Walnut Assocs. v. Saidel, 164 B.R. 487, 493 (E.D. Pa. 1994). Furthermore, all of the factors in the Committee Note need not be present before the Court will enter a final decree. Instead, the Committee Note and the factors therein merely serve as a guide in assisting the Court in its decision to close a case. In re Mold Makers, 124 B.R. at 768. 21. However, some courts have suggested that substantial consummation is

sufficient for entry of a final decree. In re BankEast Corporation 132 B.R. 665, 668 (Bankr. N.H. 1991) ([t]his Court deems a chapter 11 estate to be fully administered pursuant to Bankruptcy Rule 3022 at the point of substantial consummation as defined by 1101(2) of the Bankruptcy Code); In re Consolidated Pioneer Mortgage Entities, 248 B.R. 368, 379 (9th Cir. BAP 2000) (the court indicated that entry of a final decree would be appropriate if a plan were substantially consummated). 22. In fact, Local Rule 5009-1(a) supports the conclusion that substantial

consummation alone is satisfactory for entry of a final decree closing a chapter 11 case. The Local Rule provides, in relevant part, that a party in interest may seek the entry of a final decree at any time after the confirmed plan has been substantially consummated provided that all required fees due under 28 U.S.C. 1930 have been paid. Del. Bankr. L.R. 5009-1(a).

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23.

Section

1101(2)

of

the

Bankruptcy

Code

defines

substantial

consummation as follows: (A) transfer of all or substantially all of the property proposed by the plan to be transferred; assumption by the debtor or by the successor to the debtor under the plan of the business or of the management of all or substantially all of the property dealt with by the plan; and commencement of distribution under the plan.

(B)

(C) 11 U.S.C. 1101(2). 24.

The Reorganized Debtors submit that the Chapter 11 Cases have been

fully administered within the meaning of section 350 of the Bankruptcy Code and the Plan has been substantially consummated within the meaning of section 1101(2) of the Bankruptcy Code, making it appropriate for the Court to enter the Proposed Order, closing the Chapter 11 Cases. 25. Among other things: (a) the Confirmation Order has become final and

non-appealable; (b) the Debtors have emerged from their chapter 11 proceedings as reorganized entities; (c) all property to be transferred under the Plan has been so transferred; (d) the Reorganized Debtors have assumed the business and management of the property dealt with by the Plan; (e) the Reorganized Debtors have made, or are in the process of making, distributions on account of all Allowed Claims in Classes 5 and 6 under the Plan and are working with the Senior Notes Trustee (and his agents and representatives) to make any cash distributions to which holders of Allowed Senior Notes Claims that made the Cash Election are entitled to; (f) with respect to the Non-Bankruptcy Court Disputed Claims, the Reorganized Debtors have established the Distribution reserves, if any, required under the related stipulations and orders, which reserved amounts can be distributed upon the liquidation of such Disputed Claims, without the need for oversight by the Court; and (g) the Reorganized Debtors do not believe that
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there are any remaining Disputed Claims with the exception of the Outstanding Disputed Claims, and believe that, as of the date hereof, all motions, contested matters, and other proceedings that were before the Court with respect to the Chapter 11 Cases have been resolved, or will be resolved, prior to the Courts consideration of this Motion. 26. Additionally, Article XII.U of the Plan provides that [o]n the Effective

Date, [the] Plan shall be deemed to be substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code. 27. Finally, on July 30, 2012, the Reorganized Debtors filed their Chapter 11

Post-Confirmation Quarterly Summary Report [Docket No. 1802] with respect to the reporting period ending July 8, 2012 (the Prior Reporting Period). Thereafter, on or about August 1, 2012, the Reorganized Debtors paid any quarterly fees due to the Office of the United States Trustee under 28 U.S.C. 1930 (United States Trustee Quarterly Fees) for the Prior Reporting Period. As a result of this payment, the Reorganized Debtors believe that there are no United States Trustee Quarterly Fees due and owing as of the filing of this Motion. In connection with the closing of the Chapter 11 Cases, the Reorganized Debtors will pay any United States Trustee Quarterly Fees due and owing for the period from the end of the Prior Reporting Period through and including the entry of the Proposed Order, in the manner provided for in the Proposed Order. 28. Chapter 11 Cases. B. Termination of Omni as the Claims Agent 29. In addition to closing the Chapter 11 Cases, the Reorganized Debtors The Reorganized Debtors submit that the foregoing supports closing the

request the Court to enter the Proposed Order, (a) terminating the services of Omni as the Claims Agent and (b) in accordance with Local Rule 2002-1(f)(ix), directing Omni, within thirty (30)

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days of the entry of the Proposed Order, to forward to the Clerk of the United States Bankruptcy Court for the District of Delaware (the Clerk) (i) all Proofs of Claim filed in the Chapter 11 Cases (collectively, the Perkins Claims) and an updated claims register for the Chapter 11 Cases (the Claims Register), (ii) a CD of all imaged Perkins Claims, and (iii) an Excel spreadsheet containing all claims information, along with an updated 2002 list for the Chapter Cases (the 2002 List) and updated creditor mailing list for the Chapter 11 Cases (the Creditor Matrix), which shall contain the names and addresses of all creditors. 30. In accordance with Local Rule 2002-1(f)(ix), the Proposed Order provides

that (a) the Claims Register, 2002 List, and Creditor Matrix shall be provided in both paper and on disc, in both alphabetical and numerical order, and (b) the 2002 List disc and Creditor Matrix disc shall be in .txt format. C. Filing of Final Report Pursuant to Local Rule 5009-1(c) 31. Consistent with Local Rule 5009-1(c), which requires a debtor to file a

final report at least fourteen (14) days prior to a hearing on a motion to close a chapter 11 case, the Reorganized Debtors Verified Final Report Pursuant to Local Rule 5009-1(c) is attached hereto as Exhibit A. Notice 32. The Reorganized Debtors will serve notice of this Motion upon: (i) the

U.S. Trustee; (ii) counsel to the Claims Administrator; (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; (vii) Omni; and (viii) all parties that, as of the filing of this Motion, have requested notice in these Chapter 11 Cases pursuant to

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Bankruptcy Rule 2002. In light of the nature of the relief requested, the Reorganized Debtors submit that no other or further notice is necessary. No Prior Request 33. any other court. Conclusion WHEREFORE, the Reorganized Debtors respectfully request the Court to enter the Proposed Order, (a) closing the Chapter 11 Cases and terminating the services of Omni as the Claims Agent, and (b) granting such other and further relief as the Court deems just and proper. Dated: September 4, 2012 Wilmington, DE YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) Rodney Square 1000 North King Street 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 COUNSEL FOR THE REORGANIZED DEBTORS No prior motion for the relief requested herein has been made to this or

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070242.1001

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: September 13, 2012 at 4:00 p.m. (ET) Hearing Date: September 20, 2012 at 2:00 p.m. (ET)

NOTICE OF REORGANIZED DEBTORS MOTION FOR ENTRY OF A FINAL DECREE AND ORDER CLOSING THE DEBTORS CHAPTER 11 CASES AND TERMINATING THE SERVICES OF OMNI MANAGEMENT GROUP LLC AS CLAIMS, BALLOTING, AND NOTICING AGENT IN THE DEBTORS CHAPTER 11 CASES TO: (I) THE U.S. TRUSTEE; (II) COUNSEL TO THE CLAIMS ADMINISTRATOR; (III) COUNSEL TO THE AGENT FOR THE DEBTORS PRE-PETITION CREDIT FACILITY AND POST-PETITION DEBTOR-INPOSSESSION 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; (VII) OMNI MANAGEMENT GROUP LLC; AND (VIII) 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 Perkins & Marie Callenders, LLC and its affiliated Reorganized Debtors2 have filed the attached Reorganized Debtors Motion for Entry of a Final Decree and Order Closing the Debtors Chapter 11 Cases and Terminating the Services of Omni Management Group LLC as Claims, Balloting, and Noticing Agent in the Debtors Chapter 11 Cases (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. Reorganized Debtors and Debtors shall have the meaning ascribed to such terms in the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as may be amended, modified, or supplemented from time to time, and as supplemented by the Plan Supplement).
01:12344097.2 070242.1001
2

PLEASE TAKE FURTHER NOTICE that any objections to the relief requested in the Motion must be filed on or before September 13, 2012 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 Reorganized Debtors so as to be received on or before the Objection Deadline. PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE MOTION WILL BE HELD ON SEPTEMBER 20, 2012 AT 2:00 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 IN THE MOTION WITHOUT FURTHER NOTICE OR A HEARING. Dated: September 4, 2012 Wilmington, DE YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) Rodney Square 1000 North King Street 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 COUNSEL FOR THE REORGANIZED DEBTORS

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EXHIBIT A Final Report

01:12344097.2 070242.1001

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.

VERIFIED FINAL REPORT PURSUANT TO LOCAL RULE 5009-1(c) I, Karen Larson-Young, Vice President, Finance of Perkins & Marie Callenders LLC, one of the Reorganized Debtors,2 do hereby declare on behalf of the Reorganized Debtors that: 1. The following is a breakdown of the results in the Chapter 11 Cases: Amount of Payment3 A. B. C. D. Chapter 11 Trustees Compensation Chapter 11 Trustees Expenses (Non-Operating) Chapter 11 Trustees Attorney Expenses Attorneys for the Debtors Fees N/A N/A N/A

Type of Payment

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. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Reorganized Debtors Motion for Entry of a Final Decree and Order Closing the Debtors Chapter 11 Cases and Terminating the Services of Omni Management Group LLC as Claims, Balloting, and Noticing Agent in the Debtors Chapter 11 Cases filed concurrently with this Verified Final Report Pursuant to Local Rule 5009-1(c) (this Verified Final Report). The amounts listed herein with respect to professionals reflect payments made by the Debtors for services rendered and expenses incurred during the period from the Petition Date through and including the Effective Date. The amounts listed herein with respect to United States Trustee Quarterly Fees reflect payments made by the Debtors during the period from the Petition Date through and including the date of this Verified Final Report.
01:12345102.1
3 2

(i) (ii) E. (i) (ii) F. (i) (ii)

Troutman Sanders LLP Young Conaway Stargatt & Taylor, LLP Attorneys for the Debtors Expenses Troutman Sanders LLP Young Conaway Stargatt & Taylor, LLP Other Professionals for the Debtors Fees Whitby, Santarlasci & Company Deloitte & Touche LLP

$2,301,862.00 $426,852.00

$32,763.58 $16,899.18

$1,604,000.00 $174,517.50 $452,816.50

(iii) Deloitte Tax LLP G. (i) (ii) Other Professionals for the Debtors Expenses Whitby, Santarlasci & Company Deloitte & Touche LLP

$12,713.19 $12.42 $4,636.68

(iii) Deloitte Tax LLP H. (i) (ii) I. (i) (ii) J. Attorneys for the Committee Fees Ropes & Gray LLP Landis Rath & Cobb LLP Attorneys for the Committee Expenses Ropes & Gray LLP Landis Rath & Cobb LLP Other Professionals for the Committee Fees FTI Consulting, Inc. K. Other Professionals for the Committee Expenses FTI Consulting, Inc.
01:12345102.1

$1,038,243.75 $76,707.50

$44,613.88 $14,511.10

$560,000.00

$6,032.37 2

L. M.

Expenses for Members of the Committee United States Trustee Quarterly Fees

$3,855.88 $295,000.00 $7,066,037.53

TOTAL PAYMENTS

2.

No trustee or examiner was appointed in the Chapter 11 Cases. As a

result, no fees were incurred for a trustee or an examiner or counsel to any trustee or examiner. 3. On July 30, 2012, the Reorganized Debtors filed their Chapter 11 Post-

Confirmation Quarterly Summary Report [Docket No. 1802] with respect to the Prior Reporting Period. Thereafter, on or about August 1, 2012, the Reorganized Debtors paid any United States Trustee Quarterly Fees due for the Prior Reporting Period. As a result of this payment, there are currently no United States Trustee Quarterly Fees due and owing as of the filing of this Verified Final Report. In connection with the closing of the Chapter 11 Cases, the Reorganized Debtors will pay any United States Trustee Quarterly Fees due and owing for the period from the end of the Prior Reporting Period through and including the entry of the Proposed Order, in accordance with the terms of the Proposed Order. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct to the best of my knowledge, information and belief.

Executed on September 4, 2012

/s/ Karen Larson-Young Karen Larson-Young Vice President, Finance

01:12345102.1

EXHIBIT B Proposed Order

01:12344097.2 070242.1001

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. _____ FINAL DECREE AND ORDER CLOSING THE DEBTORS CHAPTER 11 CASES AND TERMINATING THE SERVICES OF OMNI MANAGEMENT GROUP LLC AS CLAIMS, BALLOTING, AND NOTICING AGENT IN THE DEBTORS CHAPTER 11 CASES Upon consideration of the Reorganized Debtors Motion for Entry of a Final Decree and Order Closing the Debtors Chapter 11 Cases and Terminating the Services of Omni Management Group LLC as Claims, Balloting, and Noticing Agent in the Debtors Chapter 11 Cases (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 interests of the Reorganized Debtors and 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. The Motion is GRANTED.

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

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

01:12344097.2 YCST01:11372565.1 070242.1001

2.

Pursuant to section 350 of the Bankruptcy Code, Bankruptcy Rule 3022,

and Local Rule 5009-1, effective immediately as of the entry of this Order, the following chapter 11 cases (collectively, the Chapter 11 Cases) are hereby closed and a final decree (this Final Decree) is hereby granted for the Chapter 11 Cases: Perkins & Marie Callenders Inc., Case No. 11-11795 (KG); Perkins & Marie Callenders Holding Inc., Case No. 11-11796 (KG); Perkins & Marie Callenders Realty LLC, Case No. 11-11797 (KG); Perkins Finance Corp., Case No. 11-11798 (KG); Wilshire Restaurant Group LLC, Case No. 11-11799 (KG); PMCI Promotions LLC, Case No. 11-11800 (KG); Marie Callender Pie Shops, Inc., Case No. 11-11801 (KG); Marie Callender Wholesalers, Inc., Case No. 11-11802 (KG); MACAL Investors, Inc., Case No. 11-11803 (KG); MCID, Inc., Case No. 11-11804 (KG); Wilshire Beverage, Inc., Case No. 11-11805 (KG); and FIV Corp., Case No. 11-11806 (KG). Notwithstanding the foregoing, this Court shall retain jurisdiction with respect to the Chapter 11 Cases as provided for in Article XI of the Plan and in the Confirmation Order, and entry of this Order and this Final Decree shall be without prejudice to the rights of any party in interest to seek to reopen the Chapter 11 Cases pursuant to section 350(b) of the Bankruptcy Code. 3. Pursuant to Local Rule 2002-1(f), the services of Omni as the Claims

Agent are hereby terminated effective immediately as of the entry of this Order. Notwithstanding the foregoing, in accordance with Local Rule 2002-1(f)(ix), within thirty (30) days of the entry of this Order, Omni shall to forward to the Clerk: (a) all Perkins Claims and an updated Claims Register; (b) a CD of all imaged Perkins Claims; and (c) an Excel spreadsheet containing all claims information, along with an updated 2002 List and updated Creditor Matrix, which shall contain the names and addresses of all creditors. In accordance with Local Rule 2002-1(f)(ix), (a) the Claims Register, 2002 List, and Creditor Matrix shall be provided in both

01:12344097.2

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paper and on disc, in both alphabetical and numerical order, and (b) the 2002 List disc and Creditor Matrix disc shall be in .txt format. 4. The Reorganized Debtors shall (a) file or otherwise provide to the U.S.

Trustee their Chapter 11 Post-Confirmation Quarterly Summary Report with respect to the reporting period from the end of the Prior Reporting Period through and including the entry of this Order (the Final Period) on or before October 31, 2012, and (b) pay all United States Trustee Quarterly Fees due and owing for the Final Period on or before November 15, 2012. 5. This Court shall retain jurisdiction with respect to any and all matters

arising from or related to the interpretation or implementation of this Order. Date: September ____, 2012 KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

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