UNITED STATES BANKRUPTCY COURT DISTRICT OF ARIZONA ) ) ) ) ) ) ) ) ) ) ) ) ) ) Debtors.

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1 LEWIS AND ROCA LLP LAWYERS North Central Avenue Phoenix, Arizona Facsimile ( Telephone ( Randolph J. Haines State Bar No rjh@lrlaw.com AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P Pennzoil Place South Tower 711 Louisiana Houston, Texas Telephone ( Facsimile ( H. Rey Stroube, III-Texas State Bar No S. Margie Venus-Texas State Bar No Attorneys for Debtor BCE West, L.P., et al. In Re: BCE WEST, L.P., et al., EID: UNITED STATES BANKRUPTCY COURT DISTRICT OF ARIZONA Debtors. Chapter 11 Case Nos. Jointly Administered through PHX-CGC DEBTORS MOTION FOR AUTHORITY TO EMPLOY AND COMPENSATE PROFESSIONALS UTILIZED IN THE ORDINARY COURSE OF BUSINESS BCE West, L.P., Boston Chicken, Inc., Mayfair Partners, L.P., BC Great Lakes, L.L.C., BC GoldenGate, L.L.C., B.C.B.M. Southwest, L.P., BC Boston, L.P., BC Superior, L.L.C., BC Heartland, L.L.C., BC Tri-States, L.L.C., Finest Foodservice, L.L.C., BC New York, L.L.C., R&A Food Services, L.P., P&L Food Services, L.L.C., Mid-Atlantic Restaurant Systems, Inc., BCI Massachusetts, Inc., BCI Southwest, Inc., BC Real Estate Investments, Inc., BCI Mayfair, Inc., Progressive Food Concepts, Inc., BCI R&A, Inc., BCI West, Inc., BCI Acquisition Sub, L.L.C., and Buffalo P&L Food Services, Inc., debtors and debtors in possession (the

2 LEWIS AND ROCA LLP LAWYERS "Debtors", file this Motion for Authority to Employ and Compensate Professionals Utilized in the Ordinary Course of Business and Request for Expedited Hearing, and in support thereof, the Debtors state as follows: I. JURISDICTION 1. Pursuant to 28 U.S.C and 157, the Court has jurisdiction to hear this Motion. Pursuant to 28 U.S.C. 157(b(2(A and (O, the Motion presents a core proceeding. II. BACKGROUND 2. On October 5, 1998 ("Petition Date", the Debtors filed voluntary petitions for relief under Chapter 11, Title 11 of the United States Code (the "Bankruptcy Code, in the United States Bankruptcy Court for the District of Arizona (the "Court. Pursuant to sections 1107(a and 1108 of the Bankruptcy Code, the Debtors are operating their businesses and managing their property as debtors in possession. 3. No trustee or examiner has been appointed, and no official committee of creditors or equity interest holders has yet been established. 4. Boston Chicken, Inc. ( BCI and certain of the other Debtors operate restaurants under the Boston Market brand name. Additionally, BCI franchises Boston Market restaurants. BCI also currently owns a 51.2% interest in Einstein/Noah Bagel Corp., a publicly traded operator of approximately 543 specialty retail bagel stores. 5. As of the Petition Date, the Boston Market system included 965 restaurants located in 36 states and the District of Columbia. The Debtors own and operate 759 of these restaurants. Three independent financed area developers own a total of 195 restaurants that are franchised by BCI and 11 restaurants are owned by individual franchisees. As of the Petition Date, BCI and its subsidiaries employed approximately 18,500 employees

3 LEWIS AND ROCA LLP LAWYERS III. RELIEF REQUESTED 6. Prior to the Petition Date, Boston Chicken, Inc., Mayfair Partners, L.P., BC Great Lakes, L.L.C., BC GoldenGate, L.L.C., B.C.B.M. Southwest, L.P., B.C. Boston, L.P., BC Superior, L.L.C., BC Heartland, L.L.C., BC Tri-States, L.L.C., Finest Foodservice, L.L.C., BC New York, L.L.C., R&A Food Services, L.P., P&L Food Services, L.L.C., BCE West, L.P., Mid- Atlantic Restaurant Systems, Inc., BC Real Estate Investments, Inc., and BCI Acquisition Sub, L.L.C. ( Movants in the normal operation of their business employed various professionals to render services relating to the numerous issues that arose in the Movants business ( Ordinary Course Professionals. Because the Movants are operating as debtors in possession under the Bankruptcy Code, the services of the Ordinary Course Professionals continue to be required and utilized to keep the businesses operating. 7. The services provided by the Ordinary Course Professionals include legal services and other special consultants such as tax consultants. A list of Movants current Ordinary Course Professionals is attached hereto as Exhibit A. The Movants cannot continue to operate their businesses in accordance with sound business practice unless they retain and pay for the services of the Ordinary Course Professionals, in the same manner as was customary prior to the Petition Date. The operation of the Movants businesses would be severely hindered if the Movants were required (i to submit to the Court an application, affidavit and proposed retention order for each Ordinary Course Professional and for each professional that may be retained by an Ordinary Course Professional; (ii to wait until such order is approved before such Ordinary Course Professional continues to render services; and (iii to withhold payment on the normal fees and expenses of these Ordinary Course Professionals until the Court has approved interim fee applications. 8. Moreover, it is clear that requiring the Ordinary Course Professionals to file such retention pleadings and await the fee application process similar to counsel for the Movants and other bankruptcy professionals, the clerk s office, the Court and the U.S. Trustee s office would be flooded with unnecessary fee applications. This Motion proposes a procedure to alleviate such

4 LEWIS AND ROCA LLP LAWYERS burden. 9. The Movants request that the Court approve the Movants employment of the Ordinary Course Professionals listed on Exhibit A, on terms substantially similar to those in effect prior to the Petition Date, without requiring the submission of separate retention pleadings for each Ordinary Course Professional. 10. Further, the Movants request that the Court authorize the Movants to employ new Ordinary Course Professionals and to expand the scope of employment of current Ordinary Course Professionals, as the need arises in the day to day operation of their businesses, without the necessity of retention pleadings for each such retention or expansion of the scope of services. 11. Moreover, the Movants request that the Court approve payment of the fees and expenses of the Ordinary Course Professionals in the same manner as paid prior to the Petition Date. Prepetition, the Movants paid most of their Ordinary Course Professionals upon receipt of invoices. In the case of certain professional fees, the Movants pay a fixed annual fee or a monthly flat rate. 12. The request herein also includes Ordinary Course Professionals who, in turn, employ professional persons as part of the services being provided to the Movants. For example, attorneys representing the Movants in a lawsuit may need to hire experts or other professional witnesses to properly represent the Movants interest. Again, it would be an unnecessary burden on the Movants, the court and the creditors to require the professionals retained by Ordinary Course Professionals to file separate retention pleadings. The Movants request that the Ordinary Course Professionals be specifically authorized to retain and compensate such experts that the Ordinary Course Professionals would employ without separate retention pleadings or the filing of fee applications. 13. The procedures for employment and compensation of Ordinary Course Professionals is not unusual given the size of the Movants estates and the magnitude of the Movants business. Similar relief has been granted by United States Bankruptcy Courts in other large bankruptcy matters, including the Court in the MCorp Chapter 11 cases, the United States

5 LEWIS AND ROCA LLP LAWYERS Bankruptcy Court of the Northern District of Texas; in the Western Company of North American Chapter 11 cases; as well as other large reorganization cases including Texaco, Inc., Circle K Corporation in Phoenix, Arizona, and Insilco Corporation in Midland, Texas. 14. As a practical matter, the Movants cannot operate their businesses in the ordinary course if there is any delay in the retention and payment of Ordinary Course Professionals. Such delay could seriously interfere with the Movants ability to respond to the numerous legal, financial and other issues to which the Movants Ordinary Course Professionals must respond on a daily basis. Any delay would further prejudice the Movants ability to conduct their businesses in accordance with prudent business judgment and sound business practice. 15. The Movants and their respective estates would be better served by authorizing the retention of the Ordinary Course Professionals because of such professionals past relationship and understanding of the Movants and their operations. Moreover, Ordinary Course Professional, such as attorneys representing the Movants, have intimate knowledge of specific business and legal issues which would be lost and require retraining and reeducation by any new Ordinary Course Professionals that might be retained. Clearly, it is in the best interest of all the parties and the creditors to avoid any disruption in the professional services rendered by the Ordinary Course Professionals in the day to day operation of the Movants business. Ordinary Course Professionals that the Movants may employ in the future would be selected according to the Movants policies and procedures. 16. The vast majority of the Ordinary Course Professionals are compensated hourly. In many instances, the Ordinary Course Professionals were owed fees by the Movants as of the Petition Date. However, because the Ordinary Course Professionals are being retained as special professionals, Bankruptcy Code 327(e permits their continued retention by waiving the disinterestedness test provided in Bankruptcy Code 327(a. The Movants do not believe that any prepetition claims owing to the Ordinary Course Professionals will hamper or delay the Ordinary Course Professionals from providing the services to the Movants post-petition, as such Ordinary Course Professionals rendered on a prepetition basis. The Movants are not requesting

6 LEWIS AND ROCA LLP LAWYERS authority to pay any prepetition amounts owing to such Ordinary Course Professionals. WHEREFORE, the Movants respectfully request that the Court (i enter an order authorizing Movants to employ and compensate the Ordinary Course Professionals on the terms and conditions set forth above, (ii authorizing the Ordinary Course Professionals to retain and compensate such professionals as are required, and (iii authorizing the Movants to employ and compensate new Ordinary Course Professionals in accordance with the Movants policies and procedures, and (iv for such other relief to which the Movants are entitled. Respectfully submitted this 7 th day of October, DEBTORS AND DEBTORS IN POSSESSION By: /s/randolph J. Haines One of their Attorneys AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. H. Rey Stroube, III S. Margie Venus 1900 Pennzoil Place South Tower 711 Louisiana Houston, Texas ( ( (fax - and - LEWIS AND ROCA LLP Randolph J. Haines 40 North Central Avenue Phoenix, Arizona ( ( (fax rjh@lrlaw.com

7 LEWIS AND ROCA LLP LAWYERS CERTIFICATE OF SERVICE The undersigned hereby certifies that on October 7, 1998 the foregoing document was served by first class United States Mail, postage prepaid, on all parties on the Master Service List #1 dated October 5, Marilyn Schoenike

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