YCST01:11162227.1 070242.

1001
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
PERKINS & MARIE CALLENDERS INC.,
1

et al.,
Case No. 11-11795 (___)

Joint Administration Pending
Debtors.



DEBTORS APPLICATION PURSUANT TO 28 U.S.C. 156(c),
FED.R.BANKR.P. 2002 AND DEL.BANKR.L.R. 2002-1(f) FOR ENTRY
OF AN ORDER AUTHORIZING THE EMPLOYMENT AND
RETENTION OF OMNI MANAGEMENT GROUP, LLC AS
CLAIMS, BALLOTING, AND NOTICING AGENT

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 proposed counsel, respectfully submit this application (the
Application), pursuant to 28 U.S.C. 156(c), Rule 2002 of the Federal Rules of Bankruptcy
Procedure (the Bankruptcy Rules) and Rule 2002-1(f) of the Local Rules of Bankruptcy
Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the
Local Rules), for entry of an order authorizing the employment and retention of Omni
Management Group, LLC (Omni) as claims, balloting, and noticing agent in these chapter 11
cases (the Claims Agent). In support of the Application, the Debtors rely upon and incorporate
by reference the Declaration of Brian Osborne in Support of the Debtors Application Pursuant
to 28 U.S.C. 156(c), Fed.R.Bankr.P.2002 And Del.Bankr.L.R. 2002-1(f) For Entry of An Order
Authorizing the Employment and Retention of Omni Management Group, LLC as Claims,

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.


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YCST01:11162227.1 070242.1001
Balloting, and Noticing Agent (the Omni Declaration, annexed hereto as Exhibit A). In
further support of this Application, 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, filed contemporaneously with this Application, and respectfully state as follows:
Jurisdiction and Venue
1. The 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 the above-captioned cases and this Application are proper in this
District pursuant to 28 U.S.C. 1408 and 1409.
3. The statutory predicates for the relief requested herein are 28 U.S.C. 156(c),
Bankruptcy Rule 2002 and Local Rule 2002-1(f).
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


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YCST01:11162227.1 070242.1001
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.
7. 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
(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.*
8. As of April 17, 2011, the Debtors employed approximately twelve thousand
three hundred fifty (12,350) employees, consisting of approximately five thousand three

2
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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YCST01:11162227.1 070242.1001
hundred fifty (5,350) part-time employees and approximately seven thousand (7,000) full-time
employees.*
9. The Debtors revenues for the year ended December 26, 2010 were
approximately $507 million.
B. Corporate Structure and Pre-Petition Capitalization
10. Perkins & Marie Callenders Holding Inc. (f/k/a The Restaurant Holding
Corporation) 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.
11. 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.
Prior thereto, 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. 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). As of the Petition Date, approximately $103,000,000 in aggregate principal amount


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YCST01:11162227.1 070242.1001
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).
12. Effective April 30, 2011, PMCI and various of the other Debtors entered into
two (2) forbearance agreements (collectively, the Forbearance Agreements), one (1) with the
holders of in excess of eighty (80%) percent in aggregate principal amount of the Senior Notes
(the Senior Note Forbearance Agreement), and one (1) with the lender and Credit Facility
Agent under the Credit Agreement.
13. In the weeks preceding the Petition Date, the Debtors entered into a
Restructuring Support Agreement dated as of June 6, 2011 with the holders of the Senior
Notes signatory to the Senior Note Forbearance Agreement and the holders of one hundred
(100%) percent of the Senior Notes (collectively, the Restructuring Support Parties) 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 the Restructuring Support Parties also negotiated the principal terms of the
Debtors plan of reorganization, and such plan of reorganization and the accompany 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.
Relief Requested
14. By this Application, the Debtors request the entry of an order pursuant to 28
U.S.C. 156(c), Bankruptcy Rule 2002, and Local Rule 2002-1(f) authorizing and approving


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YCST01:11162227.1 070242.1001
the employment and retention of Omni as claims, balloting, and noticing agent in the Chapter
11 Cases pursuant to the terms set forth in that certain letter agreement dated as of April 13,
2011 between the Debtors and Omni (the Agreement),
3
a copy of which is attached as Exhibit
B.
Basis for Relief Requested
15. The relief requested herein is appropriate under 28 U.S.C. 156(c), which
governs staffing and expenses of the Bankruptcy Court and states as follows:
Any court may utilize facilities or services, either on or off the courts
premises, which pertain to the provision of notices, dockets, calendars, and
other administrative information to parties in cases filed under the
provisions of title 11, United States Code, where the costs of such
facilities or services are paid out of the assets of the estate and are not
charged to the United States.
28 U.S.C. 156(c).
16. In addition, Local Rule 2002-1(f) requires a debtor to file an application to
retain a notice and/or claims clerk within ten (10) days of the Petition Date in all cases with more
than 200 creditors. The Debtors believe that the number of creditors in these cases will likely
exceed that number. Thus, pursuant to Local Rule 2002-1(f) and for the reasons set forth below,
the Debtors believe it is necessary and in the best interests of their creditors and estates to engage
Omni to act as the Claims Agent in order to assume full responsibility for, among other things,
the distribution of notices and proof of claim forms and the maintenance, secondary processing
and docketing of all proofs of claim filed in these cases.
17. The Debtors have identified potentially hundreds of entities or persons to whom
notice must be given for various purposes in these Chapter 11 Cases, making utilization of an

3
Any summary of, or reference to, the terms and conditions of the Agreement herein is qualified in its entirety by
the actual terms and conditions of the Agreement. To the extent there is any inconsistency between any such
summary or reference herein and the actual terms and conditions of the Agreement, the actual terms and conditions
of the Agreement shall control.


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YCST01:11162227.1 070242.1001
outside claims, noticing and balloting agent appropriate. It appears that noticing, receiving,
docketing and maintaining proofs of claim would impose heavy administrative and other
burdens upon the Court and the Office of the Clerk of the United States Bankruptcy Court for
the District of Delaware (the Clerk). Upon information and belief, preparing and serving the
notices on all such creditors and parties in interest, and docketing and maintaining the large
number of proofs of claim that may be filed in the Chapter 11 Cases, would strain the resources
of the Clerk.
18. If approved, the employment of Omni as the Claims Agent will (i) relieve the
Clerk of significant administrative burdens, (ii) avoid delay in the management and processing
of proofs of claim, and (iii) effectively and efficiently assist the Debtors with the task of
sending notices to creditors and other parties in interest, including plan solicitation packages.
19. Accordingly, the Debtors propose to engage Omni in these Chapter 11 Cases.
Services to Be Provided by Omni
4

20. As the Claims Agent, Omni would be authorized, at the Debtors request, to
perform, without limitation, the following services listed in Local Rule 2002-1(f): (i) prepare
and serve some or all notices required in these Chapter 11 Cases, (ii) maintain copies of all
proofs of claim and proofs of interest filed in these cases, (iii) maintain the official claims
register, (iv) maintain an up-to-date mailing list for all entities who have filed proofs of claim
and/or requests for notices in these cases, (v) assist the Debtors with the reconciliation and
resolution of claims, and (vi) mail and tabulate ballots for purposes of voting on any plan in
these Chapter 11 Cases.

4
This only serves as a summary of the services to be provided. If there are any discrepancies between the
Application and the services identified in the Agreement, the Agreement shall govern.


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YCST01:11162227.1 070242.1001
Omnis Qualifications
21. Omni is well qualified to perform the various services set forth herein. Omni
specializes in providing claims management consulting and computer services to chapter 11
debtors. In addition to providing such services to the Debtors in these Chapter 11 Cases, Omni
has performed similar services in many other chapter 11 cases.
Terms of Omnis Engagement
22. As compensation for services provided, the Debtors propose to compensate
Omni on the terms and conditions set forth in the Agreement. The Debtors and Omni (subject
to the Courts authorization hereof) agree that Omni will bill the Debtors monthly for services
rendered to the Debtors during the preceding month as set forth in the Agreement and in the
proposed order approving this Application. The Debtors have also provided a deposit to Omni
in the amount of twenty-five thousand dollars ($25,000) in connection with these Chapter 11
Cases. The Debtors believe that the proposed rates to be charged by Omni are reasonable and
appropriate for services of this nature.
23. Based upon Omnis ability to provide claims, noticing and balloting services in a
cost-effective manner, the Debtors believe that Omni is qualified to serve in these Chapter 11
Cases and that the employment and retention of Omni as the Claims Agent is in the best interest
of the Debtors, their estates and creditors. As a result, the Debtors request authority to
compensate and reimburse Omni in accordance with the payment terms, procedures and
conditions set forth in the Agreement and in the proposed order approving this Application. In
an effort to reduce the administrative expenses related to Omnis retention, no fee application or
other filing with this Court will be required prior to the payment of Omnis fees and expenses.


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YCST01:11162227.1 070242.1001
The prices set forth in the Agreement are at least as favorable as those charged by Omni to
other chapter 11 debtors for similar services under similar circumstances.
24. Pursuant to section 503(b)(1)(A) of the Bankruptcy Code, the Debtors hereby
request that the fees to be charged by Omni, together with its necessary and actual expenses, be
allowed as administrative expenses of the Debtors estates. As an administrative agent and an
adjunct to the Court, the Debtors do not believe that Omni is a professional whose retention is
subject to approval under section 327 of the Bankruptcy Code or whose compensation is subject
to approval of the Court under sections 330 and 331 of the Bankruptcy Code. Specifically, the
Debtors propose to compensate Omni on a monthly basis for those services performed by Omni
during the preceding calendar month, on or after that date which is ten (10) calendar days
following service of the relevant monthly invoice on each of: (i) the Debtors, (ii) counsel for the
Debtors, (iii) the Office of the United States Trustee, and (iv) counsel for any statutory
creditors committee that has been appointed in these Chapter 11 Cases (collectively, the
Notice Parties).
25. In the event that one or more of the Notice Parties objects to the invoice within
the ten (10) day period following service of a monthly invoice as provided for herein, the
Debtors will pay Omni only the undisputed portion of the invoice, if any. If an objection to an
invoice is made, the objecting party shall schedule a hearing before the Court to consider the
disputed invoice or the disputed portion thereof, as applicable. If any dispute arises between
Omni and the Debtors with respect to fees and expenses, such dispute shall be presented to the
Court for resolution. Unless otherwise consensually resolved between the Debtors and Omni,
the Debtors shall pay the disputed portion of any such invoice to Omni only upon authorization


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YCST01:11162227.1 070242.1001
of the Court that such disputed portion, or a sub-portion thereof, shall be paid, following notice
and hearing thereon.
26. Omni will comply with all requests of the Clerk and follow the guidelines
promulgated by the Judicial Conference of the United States for the implementation of 28
U.S.C. 156(c).
27. Notwithstanding any provision to the contrary in the Agreement, during the
pendency of these Chapter 11 Cases any limitation of liability or limitation on any amounts to
be contributed by Omni under the terms of the Agreement shall be eliminated in its entirety.
Omnis Disinterestedness
28. Although the Debtors do not propose to retain Omni under section 327 of the
Bankruptcy Code, to the best of the Debtors knowledge, and except as disclosed in the Omni
Declaration, the officers and employees of Omni: (a) do not have any adverse connection with
the Debtors, the Debtors creditors or any other party in interest or their respective attorneys
and accountants, the United States Trustee or any person employed in the office of the United
States Trustee, or any United States Bankruptcy Judge for the District of Delaware; and (b) do
not hold or represent an interest adverse to the Debtors estates with respect to the matters for
which Omni will be employed.
29. To the best of the Debtors knowledge, Omni is a disinterested person as that
term is defined in 11 U.S.C. 101(14), as modified by 11 U.S.C. 1107(b), in that its officers
and employees:
a. are not creditors, equity security holders or insiders of the
Debtors;
b. are not and were not, within two years before the date of
the filing of the Debtors Chapter 11 Cases, directors,
officers or employees of the Debtors; and


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YCST01:11162227.1 070242.1001
c. do not have an interest materially adverse to the interests of
the Debtors estates or any class of creditors or equity
security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors.
30. If any new facts or relations are discovered, Omni will supplement its disclosure
to the Court.
Notice
31. The Debtors will serve notice of this Application 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 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; and (vi)
counsel to the Restructuring Support Parties. Notice of this Application 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.
No Prior Request
32. No prior application for the relief requested herein has been made to this or any
other court.
Remainder of page intentionally left blank


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YCST01:11162227.1 070242.1001
WHEREFORE, the Debtors respectfully request that this Court enter an order, in
the form attached as Exhibit C, (i) authorizing the Debtors to employ and retain Omni as the
Claims Agent and (ii) granting such other and further relief as is appropriate.
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, 17
th
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










YCST01:11162227.1 070242.1001




EXHIBIT A






YCST01:11162227.1 070242.1001
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
PERKINS & MARIE CALLENDERS INC.,
1

et al.,
Case No. 11-11795 (___)

Joint Administration Pending
Debtors.



DECLARATION OF BRIAN OSBORNE IN SUPPORT OF THE DEBTORS
APPLICATION PURSUANT TO 28 U.S.C. 156(C), FED.R.BANKR.P. 2002 AND
DEL.BANKR.L.R. 2002-1(F) FOR ENTRY OF AN ORDER AUTHORIZING THE
EMPLOYMENT AND RETENTION OF OMNI MANAGEMENT
GROUP, LLC AS CLAIMS, BALLOTING, AND NOTICING AGENT
I, Brian Osborne, under penalty of perjury, declare as follows:
1. I am a member of Omni Management Group, LLC (Omni), whose offices are
located at 1120 Avenue of the Americas, 4th Floor, New York, New York 10036, telephone
number (212) 302-3580. The matters set forth herein are made of my own personal knowledge
and, if called and sworn as a witness, I could and would testify competently thereto.
2. This Declaration is made in support of the Debtors Application pursuant to 28
U.S.C. 156(c), Rule 2002 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy
Rules) and Rule 2002-1(f) of the Local Rules of Bankruptcy Practice and Procedure of the
United States Bankruptcy Court for the District of Delaware (the Local Rules), for entry of an
order authorizing the employment and retention of Omni Management Group, LLC (Omni) as
claims, balloting, and noticing agent for the above captioned Debtors (collectively, the
Debtors),

which has been filed contemporaneously herewith (the Application).

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.



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YCST01:11162227.1 070242.1001
3. As agent and custodian of Court records pursuant to 28 U.S.C. 156(c), Omni
will perform, at the request of the Office of the Clerk of the Court (the Clerks Office), the
noticing and claims related services specified in the Application. In addition, at the Debtors
request, Omni will perform such other noticing, claims, technical, and support services specified
in the Application.
4. Omni is one of the countrys leading chapter 11 administrators, with experience in
noticing, claims administration, solicitation, and facilitating other administrative aspects of
chapter 11 cases. Omni has substantial experience in matters of this size and complexity, and
has acted as the official notice and claims agent in many large bankruptcy cases pending in this
district and other districts nationwide. See, e.g., Mervyns Holdings, LLC, et al., Case No. 08-
11586 (Bankr. D. Del. July 29, 2008); In re Innkeepers USA Trust, Case No. 10-13800 (Bankr.
S.D.N.Y. July 19, 2010); In re AGT Crunch Acquisition, LLC, Case No. 09-12889 (Bankr.
S.D.N.Y., May 6, 2009); In re Pacific Energy Resources, Ltd., Case No. 09-10785 (Bankr. D.
Del. Mar. 10, 2009); In re Estate Fin. Mortgage Fund LLC, Case No. 08-11535 (Bankr. C.D.
Cal. Oct. 8, 2008); In re ComUnity Lending, Inc., Case No. 08-50030 (Bankr. N.D. Cal. Jan. 22,
2008); In re Refco Commodity Mgmt., Inc., Case No. 06-12436 (Bankr. S.D.N.Y. Nov. 15,
2006); In re Owens Corning Sales, LLC, Case No. 00-3837 (Bankr. D. Del. Oct. 5, 2000).
5. As claims, noticing and balloting agent in the Chapter 11 Cases, Omni would be
authorized, at the Debtors request, to perform the following services listed in Local Rule 2002-
1(f): (i) prepare and serve some or all notices required in these Chapter 11 Cases, (ii) maintain
copies of all proofs of claim and proofs of interest filed in these cases, (iii) maintain the official
claims register, (iv) maintain an up-to-date mailing list for all entities who have filed proofs of
claim and/or requests for notices in these cases, (v) assist the Debtors with the reconciliation and



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YCST01:11162227.1 070242.1001
resolution of claims, and (vi) mail and tabulate ballots for purposes of plan voting in these
Chapter 11 Cases. In addition, at the Debtors request, Omni will perform such other noticing,
claims, technical, and support services as needed.
6. Omni represents, among other things, the following:
(a) Omni is not a creditor of the Debtors;
(b) No professional of Omni is related to or connected to any United States
Bankruptcy Judge for the District of Delaware or the United States Trustee
or to any employee in the offices thereof.
(c) Omni will not consider itself employed by the United States government
and shall not seek any compensation from the United States government in
its capacity as the notice and claims agent in these Chapter 11 Cases;
(d) By accepting employment in these Chapter 11 Cases, Omni waives any
rights to receive compensation from the United States government;
(e) In its capacity as the notice agent and claims agent in these Chapter 11
Cases, Omni will not be an agent of the United States and will not act on
behalf of the United States;
(f) Omni will not employ any past or present employees of the Debtors in
connection with its work as the notice and claims agent in these
Chapter 11 Cases;
(g) In its capacity as notice and claims agent in these Chapter 11 Cases, Omni
will not intentionally misrepresent any fact to any person;
(h) Omni shall be under the supervision and control of the Clerks Office with
respect to the receipt and recordation of claims and claim transfers; and
(i) None of the services provided by Omni as notice and claims agent shall be
at the expense of the Clerks Office.
7. Although the Debtors do not propose to retain Omni under 11 U.S.C. 327, to the
best of my knowledge, Omni and each of its employees are disinterested persons, as that term
is defined in 11 U.S.C. 101(14), and neither Omni nor any of its employees hold or represent
an interest adverse to the Debtors estates related to any matter for which Omni will be
employed. To the best of my knowledge, neither Omni nor any of its personnel have any



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YCST01:11162227.1 070242.1001
relationship with the Debtors that would impair Omnis ability to serve as notice and claims
agent in these Chapter 11 Cases. Omni may have relationships with certain of the Debtors
creditors as vendors or in connection with cases in which Omni serves or has served as claims
and noticing agent for another chapter 11 debtor. To the best of my knowledge, such
relationships are completely unrelated to this chapter 11 case. Additionally, Omni employees
may, in the ordinary course of their personal affairs, have relationships with certain creditors of
the Debtors. For example, one or more of Omnis employees may have obligations outstanding
with financial institutions that are creditors of the Debtors or may have used the Debtors
services. To the best of my knowledge, such relationships, if any, are completely unrelated to
these Chapter 11 Cases.
8. Omni may also have relationships with other professionals to be retained by the
Debtors. One former associate of Troutman Sanders LLP (Troutman), proposed counsel to the
Debtors, is currently employed by Omni. Paul H. Deutch was a Troutman associate from 1999 to
2009. Mr. Deutchs work at Troutman was unrelated to the Debtors and these chapter 11 cases
9. If any new facts or relationships are discovered, Omni will supplement its
disclosure to the Court.
10. In performing the services of notice and claims agent, Omni will charge the
Debtors the rates set forth in the Engagement Letter, which is attached as Exhibit B to the
Application. The rates set forth therein are at least as favorable as the rates that Omni charges in
cases in which it has been retained to perform similar services.
11. The Debtors request that the fees and expenses of Omni incurred in performing
the services described above be treated as an administrative expense of the Debtors chapter 11
estates and be paid by the Debtors in the ordinary course of business. As an administrative agent



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YCST01:11162227.1 070242.1001
and an adjunct to the Court, the Debtors do not believe that Omni is a professional whose
retention is subject to approval under section 327 of the Bankruptcy Code or whose
compensation is subject to approval of the Court under sections 330 and 331 of the Bankruptcy
Code. Specifically, the Debtors propose to compensate Omni on a monthly basis for those
services performed by Omni during the preceding calendar month, on or after that date which is
ten (10) calendar days following service of the relevant monthly invoice on each of: (i) the
Debtors, (ii) counsel for the Debtors, (iii) the Office of the United States Trustee, and (iv)
counsel for any statutory creditors committee that has been appointed in these chapter 11 cases
(collectively, the Notice Parties). In the event that one or more of the Notice Parties objects to
the invoice within the ten (10) day period following service of a monthly invoice as provided for
herein, the Debtors will pay Omni only the undisputed portion of the invoice, if any. If an
objection to an invoice is made, the objecting party shall schedule a hearing before the Court to
consider the disputed invoice or the disputed portion thereof, as applicable. Unless otherwise
consensually resolved between the parties, the Debtors shall pay the disputed portion of any such
invoice to Omni only upon authorization of the Court that such disputed portion, or a sub-portion
thereof, shall be paid, following notice and hearing thereon. If any dispute arises between Omni
and the Debtors with respect to fees and expenses, such dispute shall be presented to the Court
for resolution.
12. Omni will comply with all requests of the Clerks Office and the guidelines
promulgated by the Judicial Conference of the United States for the implementation of
28 U.S.C. 156(c).
13. The services provided by Omni will be administrative in nature and Omni will not
provide services in the nature of legal representation and/or advice to the Debtor.



6
YCST01:11162227.1 070242.1001
Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true
and correct.
Date: June 13, 2011 /s/ Brian Osborne
Brian Osborne
Member
Omni Management Group, LLC









YCST01:11162227.1 070242.1001



EXHIBIT B

@
OMNI
MANAGEMENT GROUP
April 13, 2011
FredGmnt
Chief Financial Officer
Perkins & Marie Callender's Inc.
6075 Poplar Ave., Ste. 800
Memphis, TN 38119
Re: Retention of Omni Management Group
Dear Mr. Grant:
This letter (the "Agreement") will acknowledge that you have requested Omni
Management Group, LLC ("Omni") to provide services to Perkins & Marie Callender's
Inc. ("P&MC") and its related entities (collectively with P&MC, the "Companies") in
preparation of, and in connection with, the Companies' anticipated chapter 11 filings.
Omni will make itself available to the Companies, as requested, for the purposes of
assisting the Companies with pre- and post-petition case administration matters including
preparation and management of the creditor matrix, preparation of schedules of assets and
liabilities and statement of financial affairs, claims management, noticing, plan
solicitation and tabulation, distribution, the development and maintenance of an
informational website and any other services as may be requested by the Companies.
The services to be rendered by Omni will be billed at our normal hourly rates
which mnge frOm $35.00 to $275.00 per hour as per the attached rate sheet. Rates are
adjusted annually on January 2
nd
of each year, and are subject to increases not to exceed
ten (10%) percent per annum. Increases greater than ten (10%) percent per annum will be
discussed with you, and be subject to your prior approval, before becoming effective.
For all such services rendered, we require a $25,000 deposit, which such deposit
must be replenished immediately prior to the commencement of the Companies' chapter
11 proceedings. All charges will be on a portal to portal basis plus out-of-pocket
expenses. Omni shall be compensated on a monthly basis for those services performed by
Omni during the preceding calendar month. Invoices are payable upon submission.
1120 AVENUE OF THE AMERICAS, 4TH FLooR. NEW YORK, NEW YORK 10036 212.302.3580 TEL 212.302.3820 FAX
16501 VENTURA BOULEVARD, SUITE 440. ENCINO, CALIFORNIA 91436-2068 818.906.8300 TEL 818.783.2737 FAX
WWVv.OMNIMGT.COM
@
OMNI
MANAGEMENT GROUP
Fred Grant
April 13, 2011
Page 2
Each of Omni and the Companies, on behalf of themselves and their respective
employees, agents, professionals and representatives, agrees to keep confidential all non
public records, systems, procedures, software and other information received from. the
other party in connection with the services provided under this Agreement; provided,
however, that if either party reasonably believes that it is required to produce any such
information by order of any governmental agency or other regulatory body it may, upon
not less than five (5) business days' written notice to the other party, release the required
information.
The parties understand that the software programs and other materials furnished
by Omni pursuant to this Agreement and/or developed during the course of this
Agreement by Omni are the sole property ofOmni. The term "program" shall include,
without limitation, data processing programs, specifications, applications, routines, and
documentation. The Companies agree not to copy or permit others to copy the source
code from the support software or any other programs or materials furnished pursuant to
this Agreement. The Companies further agree that any ideas, concepts, know-how or
techniques relating to data processing or Omni's performance of its services developed
during the course of its Agreement by Omni shall be the exclusive property of Omni.
Upon the Companies' request at any time or times while this Agreement is in effect,
Omni shall iminediately deliver to the Companies and/or the Companies' retained
professionals, at the Companies' expense, any or all of the non-proprietary data and
records held by Omni pursuant to this Agreement, in the form requested by the
Companies.
This Agreement is terminable at will by the parties hereto upon thirty (30) days
written notice. In the event that this Agreement is terminated, regardless of the reason for
such termination, Omni shall cooperate with the Companies to maintain an orderly
transfer of all records, data and infonnation and record keeping functions, and shall
1120 AVENUE OF THE AMERlCAS, 4TH fLOOR. NEW YORK NEW YORK 10036 212.302.3580 TEL 212.302.3820 FAX
16501 VENTURA BOULEVARD, SUITE 440. ENCINO. CAlIFORNIA 91436-2068 818.906.8300 TEl 818.783.2737 FAX
WWW.OMNIMGT.COM
@
OMNI
MANAGEMENT GROUP
Fred Grant
13,2011
:-;
aU necessary staff, services and assistance required for an orderly tra.'lSfer. The
Cc.mjJanlies agree to pay for such services in accordance wi.th Omni's then existing
for such services.
Please aclcnt1fwled,'e the above by signing and returning Ii copy of this letteL
Sh01dd you have any regarding the above, please do not hesitate ~ me.
Ene.
cc: Santar lasci
ylitchel H. Perkiel
Robert
Eric Schwarz
Brian K Osborne
PERKINS & MARIE CALLENDER INC.
H20 AVENUE Of THE AM15RlCAS, 4TH HoOR. NEW YORK NEW YORK 10036
2123023580 TEL 212.302.3320 fAX
GOULiVARD. SUITE 440, ENCINO. CALtfORN1A 914362{)68
818.906.8300 TEl. 818.783.2737
Viv\W.OMN1 MGTCOM
OMNI MANAGEMENT GROUP, tLC
Rate Sheet
www.omnimgt.ccm
Rates EfBtivIJ: Jamrary 2, 2011
'HOURLY RATES FOR STANDARD AND CUSTOM SERVICES
Senior Consultants
ConsultatrtslProject
p
Clerical SUI)f)Ol't
QualitY J\.SSUranCe
RATEICOST

I per l'IOuIi
.' i.OO p?r hour'
$35.00-$95.00 perhOOl
$35.00 - $75.00 per lieu
PRINTING AND Ne TICING SERVICES
CoPY
Document folding and insertion
-
$.10 permiaiiij
$0.051
,


Facsimile
.
I{AClYance payment required for DOStaAe cnarges over 1
.
Varies bY size! Envelooes
NEWSPAPSR LEGAL NOTICe
Coordinate and PubIi$h l..e!:Iai NOtice
i
,
CLAtMS MANAGEMSNT
Inputting proOfs of claim $1.50 per claim
(These are flat rate charges; no hourly _ are applied to the
Inputting of claims.
scannlng $.2OfIl'llSOe, DIllS $35 per hOur!
,Remote lnternet.Acc;e$$ for claims
Sett.iD Noci1ame
$250 per month per debtor (3 users
Add'! users
Access
$70.00 per add'! IJfJiiIrlper month
1
CREDITOR DATABASE
Data StOl'8QEJ $.07 per aeditor per montI'II
;
INFORMATIONAL
No Cl'IaraeI
Creation, co
$75 $95 per hour'
Programming $130 - $200 per hour
Debtor Website Hosting No Charge
Committee Website Hosting No charge
Scanning $..2OJimage. !)Ius $35 per hour
Quote liDO!! rfl(lUe$t
,
CALL CCNTERS I DEOICATED L ME
Creation, 'on and initial seW. NochaCQei
1 Hosting Fee $5.50 permonlh,
\.ls8gE $.0825 per I'nirl1$i
Service rates (actual talk and foll-enttY time $75-00 per nour.
!CASE ilOCKETfClAIMS REGISTER
Nochame
!
SOLI :::ITATION AND TABULATION
Plan and DisclOsure ilir\Q$
Quoted== !alien stanaarcI,SeMce rates
'SCHEDUI.ESlSaFA
and Updating of SchediJles and SoFAs $65.00 $275.00 per hoUl
IPRE-PETITION CONSULTING SERVICES
,{e.g" preparation of cash floW, analysi6 Of cash management system,
:evaluation of insurance coverage, assist wiIfl payroH. assist
i procurement and distribution of cashiers checks}
Standard seNice rates aOOlli
i
1012
OMNI MANAGEMENT GROUP, LLC
www.omnimgt.com Rate Sheet
Rates Effective: January 2, 2011
iUST REPORTING COMPUANCE Slandard senrice rates I I ~
;(e.g ., aSSist debtors to satisfy juriSdictiOnal requirements, preparation
I
I ;of monthly oDe!3tiM and post-COnfirmation reports)
UQUIOATlNG/DISBURSING AGENT SIandard seNice rates apply!
(e.g ., comply with Plan requirements, preparatlon of diSbursement 1
1
1 reports, payout calculations. check generatiOn. bank reeonciflaliOns)
MISCE !.ANEOUS
Telephone c\'IaI'Qe$ At cost
DeliverY At cost
I
Archival DVDlCD-Rom $40.00 oer coPli
20f2




YCST01:11162227.1 070242.1001



EXHIBIT C


YCST01:11162227.1 070242.1001

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
PERKINS & MARIE CALLENDERS INC.,
1

et al.,
Case No. 11-11795 (___)

Jointly Administered
Debtors.


Ref. Docket No. _____

ORDER PURSUANT TO 28 U.S.C. 156(c), FED.R.BANKR.P. 2002 AND
DEL.BANKR.L.R. 2002-1(f) AUTHORIZING THE EMPLOYMENT AND
RETENTION OF OMNI MANAGEMENT GROUP LLC AS
CLAIMS, BALLOTING, AND NOTICING AGENT

Upon consideration of the Debtors Application Pursuant to 28 U.S.C. 156(c),
Fed.R.Bankr.P. 2002 and Del.Bankr.L.R. 2002-1(f) for Entry of an Order Authorizing the
Employment and Retention of Omni Management Group LLC as Claims, Balloting, and
Noticing Agent (the Application)
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) venue of these cases and the Application are proper in this District pursuant to 28
U.S.C. 1408 and 1409; and (iv) notice of the Application and the hearing thereon was
sufficient under the circumstances; and upon the Declaration of Jay Trungale in Support of
Debtors' Chapter 11 Petitions and First Day Motions, the Omni Declaration, and the record
herein, and after due deliberation, good and sufficient cause exists for the relief requested.
Accordingly, it is hereby,

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.
2
Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Application.



2
YCST01:11162227.1 070242.1001
ORDERED, ADJUDGED AND DECREED that,
1. The Application is granted.
2. Effective as of the Petition Date, Omni Management Group LLC (Omni) is
appointed as the claims, noticing, and balloting agent in these Chapter 11 cases (the Claims
Agent) pursuant to 28 U.S.C. 156(c), Bankruptcy Rule 2002 and Local Rule 2002-1(f), and
is authorized to perform the services set forth in the Application and the Agreement as
requested by the Clerk or the Debtors on the terms and conditions of the Agreement, as
modified by this Order; provided, however, that Omnis assistance with the preparation of the
Debtors schedules of assets and liabilities and statements of financial affairs to be filed by the
Debtors in these Chapter 11 Cases is limited to ministerial functions.
3. Notwithstanding any provision to the contrary in the Agreement, during the
pendency of these Chapter 11 Cases any limitation of liability or limitation on any amounts to
be contributed by Omni under the terms of the Agreement shall be eliminated in its entirety.
4. If Omni is unable to provide the services set forth in the Agreement, Omni will
immediately notify the Clerk, the Debtors and their counsel, and cause all original proofs of
claim, computer information, and other records, data and information to be turned over to
another claims agent with the advice and consent of the Clerk, the Debtors and their counsel.
5. Omni shall continue to serve as the Claims Agent until relieved of such duties by
order of the Court.
6. The fees and expenses of Omni incurred in the performance of services in
accordance with the Agreement and this Order shall be treated as administrative expenses of the
Debtors chapter 11 estates and shall be paid by the Debtors in the ordinary course of business,
without the need to file fee applications with this Court. The Debtors will compensate Omni on



3
YCST01:11162227.1 070242.1001
a monthly basis for those services performed by Omni during the preceding calendar month, on
or after that date which is ten (10) calendar days following service of the relevant monthly
invoice on each of the Notice Parties; provided, however, that in the event that one or more of
the Notice Parties objects to the invoice within the ten (10) day period following service of a
monthly invoice as provided for herein, the Debtors will pay Omni only the undisputed portion
of the invoice, if any. If an objection to an invoice is made, the objecting party shall schedule a
hearing before the Court to consider the disputed invoice or the disputed portion thereof, as
applicable. Unless otherwise consensually resolved between the Debtors and Omni, the
Debtors shall pay the disputed portion of any such invoice to Omni only upon authorization of
the Court that such disputed portion, or a sub-portion thereof, shall be paid, following notice
and hearing thereon. Omni shall first exhaust any and all prepetition deposits from the Debtors
in satisfaction of any allowed fees and expenses in these Chapter 11 Cases prior to seeking
further payments from the Debtors on account of such fees and expenses.
7. Notwithstanding anything to the contrary in this Order, any payment made or to
be made under this Order, and any authorization contained in this Order, shall be subject to the
requirements imposed on the Debtors under any Order(s) of this Court approving the Debtors
debtor-in-possession financing facility and use of cash collateral and any budget in connection
therewith.
8. This Court shall retain jurisdiction to hear and determine all matters arising from
or related to the interpretation and implementation of this Order.
June _____, 2011
UNITED STATES BANKRUPTCY JUDGE