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

,
et al.

Chapter 11 Case No. 11-11795 (KG) (Jointly Administered)

Objection Deadline: August 26, 2011 @ 4:00 p.m. (ET) Hearing Date: Only in the Event of Objection

Debtors,

FIRST MONTHLY APPLICATION OF LANDIS RATH & COBB LLP, DELAWARE COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES PURSUANT TO 11 U.S.C. 330 AND 331 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which compensation and reimbursement sought: Amount of monthly fees to be approved as actual, reasonable and necessary: Amount of monthly expenses sought as actual, reasonable and necessary: This is a
-\/

Landis Rath & Cobb LLP

Official Committee of Unsecured Creditors Nunc Pro Tunc to June 24, 2011

June 24, 2011 through July 31, 2011

$25,236.50 (80% = $20,189.20)

$3,232.84 final application

monthly

interim

This application does not include any time related to the preparation of this or any other application. Prior Applications: None.

{894.001-W0015984.}

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PERKINS & MARIE CALLENDER'S INC.,

et al.

Chapter 11 Case No. 11-11795 (KG) (Jointly Administered)

Objection Deadline: August 26, 2011 @ 4:00 p.m. (ET) Hearing Date: Only in the Event of Objection

Debtors,

FIRST MONTHLY APPLICATION OF LANDIS RATH & COBB LLP, DELAWARE COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES PURSUANT TO 11 U.S.C. 44 330 AND 331

Landis Rath & Cobb LLP ("LRC"), Delaware counsel to the Official Committee of Unsecured Creditors (the "Committee") of the above-captioned debtors and debtors-inpossession (the "Debtors"), hereby submits this First Monthly Application of Landis Rath & Cobb LLP, Co-Counsel to the Official Committee of Unsecured Creditors, for Compensation and Reimbursement of Expenses Pursuant to 11 U.S.C. 330 and 331 (the "Application") for legal services performed during the period commencing June 24, 2011 through and including July 31, 2011 (the "Application Period"). In support thereof, LRC respectfully represents as follows:
BACKGROUND

1.

On June 13, 2011, (the "Petition Date"), the Debtors commenced their

bankruptcy cases (collectively, the "Bankruptcy Case") by filing voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the "Court"). 2. The Debtors continue to operate their businesses and manage their

properties as a debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code.
{894.001-W0015984.}

3.

On June 24, 2011, the United States Trustee (the "UST") appointed the

Committee.' The Committee members include: (a) (b) (c) (d) (e) (f) (g) 4. The Coca-Cola Company; Wilmington Trust Company; Standard General Master Fund LP; News America Marketing; Luna Family Trust; Northgate Station, LP; and Benjamin Monroy

In addition, on June 24, 2011 (the "Retention Date"), the Committee

selected Ropes & Gray LLP ("R&G") as its bankruptcy counsel and LRC as its co-counsel, pursuant to section 1103 of the Bankruptcy Code. The Committee also selected FTI Consulting as its financial advisor. 5. On July 29, 2011, this Court entered an order authorizing the employment and

retention of LRC as counsel to the Committee nunc pro tunc to June 24, 2011. JURISDICTION AND VENUE 6. This Court has jurisdiction over this Application pursuant to 28 U.S.C. 157 and

1334. Venue of this proceeding and this Application is proper in this district pursuant to 28 U.S.C. 1408 and 1409. The statutory predicate for this Application is 11 U.S.C. 1103(a). 7. The statutory bases for relief requested herein are Sections 105(a), 330 and 331 of

the Bankruptcy Code.

1 On June 24, 2011, the UST filed the notice of the appointment of the Committee [Docket No. 109], which was subsequently revised on June 28, 2011 [Docket No. 127].

{894.001-W0015984.}

TERMS AND CONDITIONS OF COMPENSATION OF LRC 8. Subject to Court approval, LRC seeks payment for compensation on an hourly

basis, plus reimbursement of actual, necessary expenses incurred by LRC during the Application Period. With the exception of copy charges (which are charged at a lower rate), the rates charged by LRC in these cases do not differ from the rates charged to LRC's non-bankruptcy clients. 9. A summary of the hours spent, the names of each professional and

paraprofessional rendering services to the Committee during the Application Period, the regular customary billing rates and the total value of time incurred by each of the LRC attorneys rendering services to the Committee is attached hereto as Exhibit "A." A copy of the computergenerated time entries reflecting the time recorded for these services, organized in project billing categories in accordance with the United States Trustee's Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 (the "Guidelines"), is attached hereto as Exhibit "B." A statement of expenses incurred by LRC during the Application Period is attached hereto as Exhibit "C." All time entries and requested expenses are in compliance with Local Rule 2016-2. 2 10. On July 9, 2011, this Court entered an Order Pursuant to 11 U.S.C. 105(a) and

331, Bankruptcy Rule 2016 and Local Rule 2016-1 Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals (the "Administrative Order") [Docket No. 169]. Pursuant to the Administrative Order, LRC and other professionals retained in these cases are authorized to file and to serve upon the Debtors and the parties identified in the Administrative Order monthly fee applications (a "Monthly Fee Application") of their fees and
2

LRC has also attempted to ensure that this Application complies with the Guidelines. To the extent that the Guidelines conflict with local rules, in particular, Local Rule 2016-2, LRC has chosen to comply with such local rule. LRC will supplement this Application with additional detail or information upon request.

{894.001-W0015984.}

expenses. After the expiration of a fifteen (15) day objection period, the Debtors are authorized to promptly pay eighty percent (80%) of the fees and one hundred percent (100%) of the expenses requested in the Monthly Fee Application, unless an objection has been lodged against specific fees and/or expenses, or the Court orders otherwise. 11. In accordance with the Administrative Order, LRC has filed and served upon the

Debtors, and other parties identified in the Administrative Order, this Application with respect to fees and expenses incurred during the Application Period; to wit, fees in the amount of $25,236.50 and expenses in the amount of $3,232.84. 12. All services and costs for which compensation is requested by LRC in this

Application were reasonable and necessary and were performed for and on behalf of the Committee during the Application Period. CASE STATUS 13. To the best of LRC's knowledge, the Debtors' monthly operating reports contain

up-to-date information regarding the amount of cash on hand or on deposit in the Debtors' estates, the amount and nature of accrued unpaid administrative expenses, the Debtors' operating profits or losses, and the amount of unencumbered funds in the Debtors' estates. 14. To the best of LRC's knowledge, the Debtors have paid to the United States

Trustee their initial quarterly fees and have filed their initial operating report.

NARRATIVE SUMMARY OF SERVICES RENDERED ON A PROJECT SUMMARY BASIS

15. All of the professional services that LRC rendered to the Committee during the

Application Period are set forth in detail in Exhibit "B," segregated according to project billing categories pursuant to the Guidelines. A brief description of certain services deserving specific mention are highlighted below, by project category:

{894.001-W0015984.}

(A) 16.

Assumption/Rejection of Leases and Contracts: (Total Hours: .50; Total Fees: $129.50)

Among other services provided in this category during the Application Period,

LRC reviewed and analyzed several motions and orders (i) approving expedited procedures for proposed assumptions of unexpired leases; and (ii) authorizing the Debtors to reject certain agreements and unexpired leases. (B) Business Operations: (Total Hours: 1.10; Total Fees: $469.50)

17. Among other services provided in this category during the Application Period, LRC attorneys reviewed several reports filed by the Debtors, a utility service list supplement and forwarded same to co-counsel. (C) Case Administration: (Total Hours: 19.80; Total Fees: $7,324.00)

18. Among other services provided in this category during the Application Period, LRC prepared and filed various pleadings submitted on behalf of the Committee. In its role as a "clearinghouse" for information and communications to and from the Committee and the Court, LRC has been able to keep the Committee informed, on a regular basis, as to important developments in these cases. LRC also created and maintained a critical dates calendar. (D) 19. Claims Administration and Objections: (Total Hours: 2.10; Total Fees: $1,175.50)

Among other services provided in this category during the Application Period,

LRC analyzed certain trading restriction issues on behalf of the Committee and reviewed and circulated the Debtors' Bar Date Notice. (E) 20. Financing/Cash Collateral: (Total Hours: .50; Total Fees: $146.50)

Among other services provided in this category during the Application Period,

LRC reviewed and analyzed the Final DIP Order.

{894.001-W0015984.}

(F) 21.

Hearings: (Total Hours: 6.70; Total Fees: $2,848.50)

Among other services provided in this category during the Application Period,

LRC prepared for and attended multiple hearings, including the second day hearing and 341 Meeting of Creditors. (G) LRC Retention/Fee Matters: (Total Hours: 9.30; Total Fees: $3,539.50) 22. Among other services provided in this category during the Application Period,

LRC drafted, filed and served its retention application. (H) Creditors' Committee Meetings/Communications: (Total Hours: 3.50; Total Fees: $1,595.50) 23. Among other services provided in this category during the Application Period,

LRC prepared for and participated on regular conference calls to advise the Committee regarding the status of the Debtors' cases and the outcome of various motions and hearings. In addition, LRC assisted in the preparation, filing and service of the Motion of the Official Committee of Unsecured Creditors for an Order Pursuant to 11 U.S.C. 105(a), 107(b) and 1102(b)(3) (i) Regarding Creditor Access to Information and (ii) Authorizing the Committee to Utilize Omni Management Group, LLC [Docket No. 474]. (I) 24. Creditor Inquiries: (Total Hours: .30; Total Fees: $84.50)

Among other services provided in this category during the Application Period,

LRC participated in discussions with certain creditors regarding case status.

(J)

Non-LRC Retention/Fee Matters: (Total Hours: 14.60; Total Fees: $5,487.00)

25.

Among other services provided in this category during the Application Period,

LRC reviewed, filed and served the (i) Application of the Official Committee of Unsecured Creditors of Perkins & Marie Callender's Inc., et al. to Retain and Employ Ropes & Gray LLP as

{894.001-W0015984.}

Counsel, Nunc Pro Tune to June 24, 2011 [Docket No. 217]; (ii) Application Pursuant to Fed. R. Bankr. P. 2014(a) for Order Under Section 1103 of the Bankruptcy Code Authorizing the Employment and Retention of FTI Consulting, Inc. as Restructuring and Financial Advisor to the Official Committee of Unsecured Creditors Nunc Pro Tunc to June 28, 2011 [Docket No. 246]; and (iii) Motion Pursuant to Del. Bankr. L.R. 9006-1(e) for an Order Shortening Time for Notice of the Hearing to Consider Application Authorizing the Employment and Retention of FTI Consulting, Inc. as Restructuring and Financial Advisor to the Official Committee of Unsecured Creditors Nunc Pro Tunc to June 28, 2011 [Docket No. 247]. (K) 26. Plan and Disclosure Statement: (Total Hours: 3.70; Total Fees: $1,890.50)

Among other services provided in this category during the Application Period,

LRC reviewed and analyzed the (i) Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 221] and (ii) Disclosure Statement for Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 222]. Schedules/Operating Reports: $546.00) 27. (Total Hours: 1.20; Total Fees:

Among other services provided in this category during the Application Period,

LRC reviewed and analyzed the Debtors Schedules and Statement of Financial Affairs. COMPENSATION REQUESTED 28. LRC expended 63.30 hours during the Application Period in furtherance of its

efforts on behalf of the Committee. LRC requests allowance of compensation in the amount of $25,236.50 for legal services rendered during the Application Period at a blended hourly rate of $398.68. Pursuant to the Administrative Order, LRC requests payment of 80% of the total fees requested, or $20,189.20. None of the requested fees detailed herein have been paid.

{894.001-W0015984.}

REIMBURSEMENT OF EXPENSES

29.

During the Application Period, LRC incurred certain necessary expenses in

rendering legal services to the Committee as set forth in Exhibit "C." 3 Telecopying services completed in-house by LRC were charged at $1.00 per page for outgoing facsimiles only. LRC represents that its rate for duplication is $0.10 per page, consistent with the Local Rules and Guidelines. In order to more efficiently handle the voluminous copying of pleadings served and filed in these cases, LRC on occasion retained third-party duplication service providers. LRC seeks reimbursement only for the actual expenses charged by such third-party service providers. Finally, LRC seeks reimbursement for computer assisted research, which is the actual cost of such charges. 30. LRC seeks reimbursement for its reasonable, necessary and actual expenses

incurred during the Application Period for the total amount of $3,232.84.
LEGAL STANDARD

31.

Section 330(a)(1) of the Bankruptcy Code allows the payment of: (A) reasonable compensation for actual, necessary services rendered by the trustee, examiner, professional person, or attorney and by any paraprofessional person employed by any such person; and (B) reimbursement for actual, necessary expenses.

11 U.S.C. 330(a)(1). Reasonableness of compensation is driven by the "market-driven approach" which considers the nature, extent and value of services provided by the professional and the cost of comparable services in non-bankruptcy contexts. See Zolfo Cooper & Co. v. Sunbeam-Oster Co., 50 F.3d 253, 258 (3d Cir. 1995); In re Busy Beaver Building Ctr., Inc., 19

3 Exhibit C sets forth in summary detail the expenses incurred during the Application Period. Due to their voluminous nature, actual copies of invoices from LRC's vendors are not attached, but are available for inspection upon request.

{894.001-W0015984.}

F.3d 833, 849 (3d Cir. 1994). Thus, the "baseline rule is for firms to receive their customary rates." Zolfo Cooper, 50 F.3d at 259. 32. In accordance with its practices in non-bankruptcy matters, LRC has calculated its

compensation requested in this Application by applying its standard hourly rates. LRC's calculation is based upon hourly rates that are well within the range of rates that are charged by comparable firms in similar bankruptcy cases. Accordingly, LRC's rates should be determined to be reasonable under Section 330 of the Bankruptcy Code. 33. LRC's fees during the Application Period are also reasonable under the prevailing

legal standard and should be allowed. The amount of these fees is not unusual given the complexity and size of the Debtors' Chapter 11 cases. LRC's fees are commensurate with fees that other attorneys of comparable experience and expertise have charged and been awarded in similar Chapter 11 cases. Accordingly, LRC's fees are reasonable pursuant to section 330 of the Bankruptcy Code. 34. Section 330(a)(1)(B) of the Bankruptcy Code permits reimbursement for actual,

necessary expenses. LRC's legal services and expenses incurred during the Application Period are set forth in this Application and constitute only those necessary expenses that were incurred for the benefit of the Debtors' estates. LRC has properly requested reimbursement of only actual, necessary and appropriate legal expenses. 35. Except as permitted by Bankruptcy Rule 2016, no agreement or understanding

exists between LRC and/or any third person for the sharing or division of compensation. All of the services for which compensation is requested in this Application were rendered at the request of and solely on behalf of the Committee.

{894.001-W0015984.}

10

36.

Pursuant to the standards set forth in sections 330 and 331 of the Bankruptcy

Code, LRC submits that the compensation requested is for actual and necessary services and expenses, and is reasonable, based upon the nature, extent and value of such services, the time spent thereon, and the costs of comparable services in a case under the Bankruptcy Code. 37. The time records annexed to this Application constitute only a general statement

of the services rendered and time expended without description of the pressure and constraints under which LRC actually rendered these services. The considerable challenges of these cases have been attended to and managed by LRC at all levels, promptly, expertly and often to the exclusion of other matters in LRC's office. LRC submits, therefore, that its fees and expenses were actually, necessary, reasonable and justified, and should be allowed in full.
NOTICE AND NO PRIOR APPLICATION

38.

No trustee or examiner has been appointed in these Chapter 11 cases. Notice of

this Application has been given to (a) the Debtors; (b) counsel to the Debtors; (c) the Office of the United States Trustee for the District of Delaware; and (d) all parties required to be given notice in the Administrative Order. In light of the nature of the relief requested herein, LRC submits that no further or other notice is required. 39. other Court. No previous application for the relief sought herein has been made to this or any

{894.001-W0015984.}

11

WHEREFORE, LRC respectfully requests that the Court (i) grant the Application and (ii) grant such further relief as is just and proper. Dated: August 12, 2011 Wilmington, Delaware LANDIS RATH & COBB LLP

/&/ WilliaiL E. Ciiih.m.wg.,

ff .

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
Counsel for the Official Committee of Unsecured Creditors

{894.001-W0015984.}

12

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: August 26, 2011 @ 4:00 p.m. (ET) Hearing Date: Only in the Event of Objection

NOTICE OF APPLICATION

Landis Rath & Cobb LLP, Delaware counsel to the Official Committee of Unsecured Creditors (the "Committee"), has filed its First Monthly Application of Landis Rath & Cobb LLP, Co-Counsel to the Official Committee of Unsecured Creditors, for Compensation and Reimbursement of Expenses Pursuant to 11 U.S.C. 330 and 331 (the "Application"). The Application seeks fees in the amount of $25,236.50 (80% = $20,189.20) and expenses in the amount of $3,232.84 for the period June 24, 2011 through and including July 31, 2011. Objections, if any, to the relief requested in the Application must be filed with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware 19801, on or before August 26, 2011 at 4:00 p.m. (ET). At the same time, you must also serve a copy of the objection upon the following parties so as to be received no later than 4:00 p.m. (ET) on August 26, 2011: (i) Debtors, Perkins & Marie Callender's Inc., 6075 Poplar Avenue, Suite 800, Memphis, Tennessee 38119 (Attn: Joseph F. Trungale); (ii) Counsel to the Debtors, Troutman Sanders LLP, The Chrysler Building, 405 Lexington Avenue, New York, New York 10174 (Attn: Mitchel H. Perkiel, Esquire and Brett D. Goodman) and Youn,g Conaway Stargatt & Taylor, LLP, The Brandywine Building, 1000 West Street, 17 t Counsel to the Flor,WimngtDeaw1980(An:MorgaL.Sewd);(i Agent for Debtors Pre-Petition Credit Facility and Post-Petition Debtor-in-Possession Financing Facility, Paul, Hastings, Janofsky & Walker, 600 Peachtree Street, N.E., Twenty-Fourth Floor, Atlanta, Georgia 30308 (Attn: Jesse H. Austin, III, Esquire); (iv) Counsel to the Indenture Trustee for the Senior Secured Notes, Emmet, Marvin & Martin, LLP, 120 Broadway, 32nd Floor, New York, New York 10271 (Attn: Edward P. Zujkowski, Esquire); (v) Counsel to the Indenture Trustee for the Senior Notes, Foley & Lardner LLP, 90 Park Avenue, New York, New York 10016-1314 (Attn: Douglas Spelfogel, Esquire); (vi) Counsel to the Restructuring Support Parties, Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, New York 10036 (Attn: ha Dizengoff, Esquire) and 1333 New Hampshire Avenue, N.W., Washington, DC 20036 (Attn: Scott L. Alberino, Esquire); (vii) Counsel for Official Committee of Unsecured Creditors, Ropes & Gray LLP, 1211 Avenue of the Americas, New York, New York

{894.001-W0016027.}

10036-8704 (Attn: Mark R. Somerstein, Esquire and Landis Rath & Cobb LLP, 919 Market Street, Suite 1800, Wilmington, Delaware 19801 (Attn: William E. Chipman, Jr., Esquire); and (viii) the Office of the United States Trustee, District of Delaware, J. Caleb Boggs Federal Building, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801 (Attn: Richard Schepacarter, Esquire). PLEASE TAKE FURTHER NOTICE THAT PURSUANT TO THE ORDER UNDER 11 U.S.C. 105(A) AND 331, BANKRUPTCY RULE 2016 AND LOCAL RULE 2016-1 ESTABLISHING PROCEDURES FOR INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS [DOCKET NO. 169], IF NO OBJECTIONS ARE FILED AND SERVED IN ACCORDANCE WITH THE ABOVE PROCEDURE, THE DEBTORS WILL BE AUTHORIZED TO PAY 80% OF REQUESTED FEES AND 100% OF REQUESTED EXPENSES WITHOUT FURTHER COURT ORDER. ONLY IF AN OBJECTION IS PROPERLY AND TIMELY FILED IN ACCORDANCE WITH THE ABOVE PROCEDURE, WILL A HEARING BE HELD ON THE APPLICATION. Dated: August 12, 2011 Wilmington, Delaware LANDIS RATH & COBB LLP

/s/ Traliewt. E. ch.112. 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
Counsel for the Official Committee of Unsecured Creditors

{894.001-W0016027.}

EXHIBIT "A"

{894.001-W0015984.}

PERKINS & MARIE CALLENDER'S INC., et al. - EXHIBIT "A" SUMMARY SHEET June 24, 2011 through and including July 31, 2011

Name of Professional
William E. Chipman, Jr. Mark D. Olivere

Position w/LRC and Year of Admission

Partner; Admitted DE 1999 Associate; Admitted 2002 Paralegal Paralegal

Year of Law School Graduation

May, 1999

Hourly Billing Rate

$595.00

Total Billed Hours

18.10

Total Compensation
$10,769.50

May, 2002

$395.00

25.40

$10,033.00

Michelle M. Dero Anthony C. Dellose

N/A N/A

$225.00 $190.00

Total

19.20 .60 63.30

$4,320.00 $114.00 $25,236.50

Blended Rate: $398.68

{894.001-W0015984.}

August 11, 2011 Account No: 894-001 Statement No: 14054 Perkins & Marie Callender's Inc.

Recapitulation Timekeeper Michelle M. Dero William E. Chipman, Jr. Mark D. Olivere Anthony C. Dellose Hours 19.20 18.10 25.40 0.60 Rate $225.00 595.00 395.00 190.00 Total $4,320.00 10,769.50 10,033.00 114.00

(894.001-W0016043.)

EXHIBIT "B"

{894.001-W0015984.}

August 11, 2011 Account No: 894-001 Statement No: 14054 Perkins & Marie Callender's Inc.

Task Code Recapitulation

Fees 129.50 469.50 7324.00 1175.50 146.50 2848.50 3539.50 1595.50 84.50 5487.00 1890.50 546.00 25,236.50

Hours
0.50 1.10 19.80 2.10 0.50 6.70 9.30 3.50 0.30 14.60 3.70 1.20 63.30

B114 B120 B122 B124 B130 B134 B136 B138 B140 B144 B146 B151 TOTALS

Assumption/Rejection of Leases and Contracts Business Operations Case Administration Claims Administration & Objections Financing/Cash Collateral Hearings LRC Retention & Fee Matters Creditors' Committee Meetings/Communications Creditor Inquiries Non-LRC Retention & Fee Matters Plan and Disclosure Statement (including Business Plan) Schedules/Operating Reports

{894.001-W0016043.}

Landis Rath & Cobb LLP 919 Market Street, Suite 1800 PO Box 2087 Wilmington, DE 19899 (302) 467-4400 Federal Tax ID 04-3762200

August 11, 2011 Account No: 894-001 Statement No: 14054

Perkins & Marie Callender's Inc.

Fees through 07/31/2011 Hours

06/28/2011 MMD

B114

A100 Retrieve/review Debtors' Motion to Approve Expedited Procedures for Proposed Assumption of Certain Unexpired Leases and calendar deadlines A100 Retrieve/review Order Approving Expedited Procedures for Debtors' Assumption of Certain Unexpired Non-Residential Real Property Leases and email same to LRC and Ropes groups A100 Review/analyze Response of Pepsi-Cola to Rejection Motion A100 Review Order Abandoning Closed Restaurant Leases and email same to LRC and Ropes groups A100 Retrieve/review Debtors' Second Motion Authorizing Rejection of Certain Unexpired Leases Related to Closed Restaurant Locations and to Abandon Remaining Property on the Premises Covered by the Leases and email same to LRC and Ropes groups; Calendar deadlines
B114 - Assum/Rej of Lease/Cont

0.10

22.50

07/11/2011 MMD

B114

0.10 0.10

22.50 39.50

MDO

B114

07/12/2011 MMD

B114

0.10

22.50

07/29/2011 MMD

B114

0.10
0.50

22.50
129.50

07/11/2011 WEC

B120

A100 Review and forward Quarterly Committee Certification to US Trustee A100 Retrieve Final Utilities Order and email same to LRC and Ropes groups A100 Retrieve Periodic Report Regarding Value, Operations and Profitability of Entities in which Debtors' Estates Hold Substantial/Controlling Interest and email same to LRC and Ropes groups A104 Review Debtors' First Utility Service List Supplement (.1) and Motion for an Order Granting the Debtors Further Interim Waiver of

0.30

178.50

07/12/2011 MMD

B120

0.10

22.50

07/15/2011 MMD

B120

0.10

22.50

07/26/2011 WEC

B120

{894.001-W0016043.}

Page: 2 August 11, 2011 Account No: 894-001 Statement No: 14054 Perkins & Marie Callender's Inc.

Hours the Requirements of Section 345(b) of the Bankruptcy Code (.2) and have same forwarded to co-counsel MMD B120 A100 Retrieve/review Debtors' Motion for Order Granting Further Interim Waiver of 345(b) Requirements and email same to LRC and Ropes groups MMD B120 A100 Retrieve/review Notice of Supplemental Utilities and email same to LRC and Ropes groups 07/29/2011 MMD B120 A100 Retrieve Monthly Operating Report for June/July and email same to LRC and Ropes groups
B120 - Business Operations

0.30

178.50

0.10

22.50

0.10

22.50

0.10
1.10

22.50
469.50

06/24/2011 MMD B122 A100 Discussion with W. Chipman regarding case, critical dates MMD B122 A100 Retrieve/review Notice of Committee Appointment and email same to group MMD B122 A100 Review docket and download various necessary pleadings, review dates and prepare critical dates calendar for W. Chipman's review/comment 06/27/2011 MMD B122 A100 Discussion with M. Olivere regarding status MDO B122 A108 Communicate with W. Chipman regarding initial case background and pleadings required (.2); Confer with M. Dero regarding preparation of Notice of Appearance and pro hac motions (.1) 06/28/2011 MMD B122 A100 Discussion with M. Olivere regarding upcoming deadlines MMD B122 A100 Review Restructuring Support Agreement for critical dates (.1); Update critical dates calendar (.1) MMD B122 A100 Retrieve Notice of Amended Committee Appointment and email same to group MMD B122 A100 Review email message from W. Chipman (.1); Prepare Pro Hac Motion for B. Schneider and email to same (.2) WEC B122 A107 Confer with co-counsel, M. Olivere and M. Dero regarding pro hac motions, Notice of Appearance and critical dates calendar MDO B122 A104 Review/analyze critical dates and deadlines MDO B122 A108 Communicate with W. Chipman, M. Dero and Ropes Regarding Notice of Appearance and pro hac motions MDO B122 A103 Draft/revise Notice of Appearance and various pro hac motions for co-counsel 06/29/2011 WEC B122 A107 Telephone call with B. Schneider regarding case administration matters MMD B122 A100 Discussion with M. Olivere regarding contacts (.1); Prepare contact list and email same to
(894.001-W0016043.}

0.10 0.10

22.50 22.50

0.50 0.10

112.50 22.50

0.30

118.50

0.10

22.50

0.20 0.10

45.00 22.50

0.30

67.50

0.40 0,20

238.00 79.00

0.30 0.80

118.50 316.00

0.10

59.50

Page: 3 August 11, 2011 Account No: 894-001 Statement No: 14054 Perkins & Marie Callender's Inc.

Hours

MMD

B122 A100

WEC

B122 A104

MMD

B122

A100

MDO

B122

A108

W. Chipman (.1) Email messages to/from W. Chipman and M. Olivere regarding additional pro hac motions and notice of appearance Review draft critical dates calendar and contact information and forward same to co-counsel Review email message from R. Cobb (.1); Review docket and retrieve all first day pleadings and email same to R. Cobb (.2) Communicate with M. Dero regarding contact list for professionals

0.20

45.00

0.10

22.50

0.20

119.00

0.30 0.10

67.50 39.50

06/30/2011 MMD

MMD

MMD

MMD

MMD MDO

WEC

A100 Review email message from M. Olivere (.1); Revise Notice of Appearance and email same to B. Schneider (.1) B122 A100 Review email message from R. Alcantar attaching Somerstein and Schneider Pro Mac Motions; Email messages to/from W. Chipman and M. Olivere regarding same B122 A100 Discussion with District Court Clerk's Office regarding pro hac standing of Somerstein and Schneider (.1); Discussion with M. Olivere regarding Notice of Appearance and Somerstein and Schneider Pro Hac Motions (.1) B122 A100 Email message to R. Alcantar regarding status of Notice of Appearance and Somerstein and Schneider Pro Hac Motions B122 A100 Finalize for filing and coordinate service of Notice of Appearance 13122 A108 Communicate with Ropes regarding revisions to and filing of Notice of Appearance and Pro Hac Motions B122 A108 Internal communications regarding pro hac motions and Notice of Appearance A100 Email messages from/to W. Chipman regarding status of pro hac motions and Notice of Appearance B122 A100 Finalize for filing and coordinate service of Schneider and Somerstein Pro Hac Vice Motions B122 A100 Retrieve/prepare 2002 service list/labels B122 A100 Prepare Affidavit of Service regarding Notice of Appearance (.2); Finalize for filing and coordinate service of same (.2) B122 A108 Communicate with W. Chipman and M. Dero regarding pro hac motions, Notice of Appearance and case status A100 Retrieve Schneider and Somerstein Pro Hac Orders and email to same B122 A100 Review email message from M. Olivere regarding extension to respond to second day motions B122 A104 Review/analyze draft critical dates outline from M. Dero
B122 B122

B122

0.20

45.00

0.10

22.50

0.20

45.00

0.10
0.20

22.50 45.00

0.20 0.20

79.00 119,00

07/01/2011 MMD

0.10
0.30 0.40

22.50 67.50 90.00

MMD MMD MMD

0.40

90.00

MDO

0.20

79.00

07/05/2011 MMD

0.10
0.10 0.10

22.50 22.50 39.50

MMD MDO

{894.001-W0016043.}

Page: 4 August 11, 2011 Account No: 894-001 Statement No: 14054 Perkins & Marie Callender's Inc.

Hours

MDO B122 A108 Communicate with W. Chipman regarding case status and potential objections and deadline for same MDO B122 A108 Communicate with B. Schneider regarding issues for potential objections and deadline for same MDO B122 A108 Communicate with M. Dero regarding critical dates (.1) and objection status (.1) MDO B122 A102 Research issues regarding Motion to Retain Ordinary Course Professionals and expense caps 07/06/2011 MMD B122 A100 Update 2002 service list/labels per request of WE Energies MDO B122 A104 Review/analyze company and case background ACD B122 A100 Communicate with W. Chipman regarding Trading Motion and Order (.1); Review related cases docket for same (.3); Supply W. Chipman with copies of same (.2) 07/07/2011 MMD B122 A100 Discussion with W. Chipman regarding critical dates WEC B122 A107 Telephone call with D. Azman regarding critical dates MDO B122 A104 Review/analyze miscellaneous first day pleadings and first day affidavit for case background and status 07/08/2011 MMD B122 A100 Update 2002 service list/labels per request for notices MMD B122 A100 Discussion with M. Olivere regarding status of pleadings to be filed MDO B122 A101 Plan and prepare for motion regarding information sharing MDO B122 A108 Communicate with M. Dero regarding critical dates and pending filings MDO B122 A102 Research in preparation of committee information sharing motion. 07/11/2011 MMD B122 A100 Update 2002 service list/labels regarding request for notices MMD B122 A100 Retrieve/review Interim Compensation Procedures Order; Calendar deadlines WEC B122 A100 Review and coordinate filing and service of Committee Information Motion WEC B122 A100 Review Orders entered by Court and have same forwarded to co-counsel (.3); Review July 12 Amended Agenda and have same forwarded to co-counsel (.1) MMD B122 A100 Email messages from/to W. Chipman regarding critical dates from Ropes; Review/comment regarding same and update LRC critical dates MDO B122 A104 Review/analyze draft Motion regarding Information Sharing MDO B122 A108 Communicate with W. Chipman regarding draft Information Sharing Motion MDO B122 A100 Review/analyze Certification of Counsel
{894.001-W0016043.)

0.10 0.20 0.20 0.90

39.50 79.00 79.00 355.50

0.10 1.20

22.50 474.00

0.60

114.00

0.20 0.10

45.00 59.50

1.90

750.50

0.10 0.10 0.40 0.10 0.50

22.50 22.50 158.00 39.50 197.50

0.10 0.10 0.60

22.50 22.50 357.00

0.40

238.00

0.30 0.40 0.10

67.50 158.00 39.50

Page: 5 August 11, 2011 Account No: 894-001 Statement No: 14054 Perkins & Marie Callender's Inc.

Hours regarding Motion to Retain Ordinary Course Professionals MDO B122 A100 Communicate with W. Chipman regarding case status and issues going forward MDO B122 A100 Review/analyze miscellaneous orders entered and certifications filed by Debtors for case status WEC B122 A100 Review revised critical dates calendar and confer with Dero regarding confirming same 07/12/2011 MMD B122 A100 Email messages from/to W. Chipman regarding critical dates, local rules MMD B122 A100 Update critical dates and main calendar 07/13/2011 MDO B122 A104 Review/analyze Orders entered at second day hearing (.2); Upcoming critical dates (. 1 ); Attention to case management issues (.2) 07/14/2011 MMD B122 A100 Email message to W. Chipman and D. Azman regarding update to critical dates MDO B122 A108 Communicate with M. Dero regarding transcript of second day hearing 07/18/2011 WEC B122 A107 Review and delivery of Coca-Cola's quarterly certification to US Trustee WEC B122 A104 Review multiple Orders entered by the Court received form the Debtors (.3); Forward same to M. Dero for critical dates calendaring (.1) 07/20/2011 MMD B122 A100 Update critical dates calendar 07/21/2011 MMD B122 A100 Update 2002 service list/labels WEC P122 A104 Review email correspondence from co-counsel regarding lease rejections, Deloitte Application, Lift Stay Motion and meeting in New York with Debtors 0 7 /25/2011 MMD B122 07/26/2011 MMD B122 A100 Update 2002 service list/labels A100 Update critical dates and main bankruptcy calendar A100 Update correspondence and pleadings files A100 Update critical dates and main bankruptcy calendar A104 Review Second Motion for an Order Authorizing Debtors to (I) Reject Certain Unexpired Non-Residential Real Property Leases Related to Closed Restaurant Locations, and (II) Abandon Property Remaining on Premises Covered by the Leases and June Monthly Operating Report B122 - Case Administration
{894.001-W0016043.}

0.10 0.20

39.50 79.00

0.50 0.20

197.50 119.00

0.10
0.10

22.50 22.50

0.50

197.50

0.10
0.10

22.50 39.50

0.20

119.00

0.40 0.10 0.10

238.00 22.50 22.50

0.30 0.10

178.50 22.50

0.10

22.50 22.50

07/27/2011 MMD B122 07/29/2011 MMD B122 WEC B122

0.10

0.10

22.50

0.30

178.50

19.80 7,324.00

Page: 6 August 11, 2011 Account No: 894-001 Statement No: 14054 Perkins & Marie Callender's Inc.

Hours

06/28/2011 MMD B124 A100 Retrieve/review Motion to Establish Deadlines to File Proofs of Claim and calendar deadlines 07/06/2011 WEC B124 A107 Communicate with co-counsel regarding trading restrictions and confer internally regarding same 07/07/2011 WEC B124 A100 Telephone call with co-counsel regarding trading restrictions for Committee members (.1); Research and telephone call with US Trustee office regarding same (.9); Confer internally regarding same (.3); Forward research to co-counsel and telephone call regarding same (.2) 07/12/2011 MMD B124 A100 Retrieve Notice of Bar Date and email same to LRC and Ropes groups
B124 - Claims Adm. & Objection

0.10

22.50

0.40

238.00

1.50

892.50

0.10

22.50

2.10 1,175.50

07/11/2011 MMD B130 A100 Retrieve/review Notice of Filing Proposed Final DIP Order and email same to LRC and Ropes groups 07/12/2011 MMD B130 A100 Retrieve Notice of Filing Corrected DIP Order (Blackline) and email same to LRC and Ropes groups MMD B130 A100 Retrieve Final DIP Order and email same to LRC and Ropes groups MDO B130 A104 Review/analyze Notice of Corrected Blackline DIP Order
B130 - Financing/Cash Collecti

0.10

22.50

0.10 0.10 0.20

0.50

22.50 22.50 79.00

146.50

07/08/2011 MMD B134 A100 Retrieve/review July 12 Agenda Notice and email same to W. Chipman and M. Olivere WEC B134 A104 Review July 12 Agenda Notice and have forwarded to co-counsel MMD B134 A100 Retrieve pleadings needed for July 12 hearing and prepare attorney binder for same MDO B134 A100 Review/analyze July 12 Agenda Notice and status of Committee objections MDO B134 A108 Communicate with W. Chipman regarding status of objections for second day hearing 07/11/2011 MMD B134 A100 Review email message from and discussion with W. Chipman regarding hearing date and objection deadline concerning motions/applications MMD B134 A100 Retrieve/review July 12 Amended Agenda Notice and email same to LRC and Ropes groups MMD B134 A100 Update binders for July 12 hearing MMD B134 A100 Review email messages from/to W. Chipman and M. Somerstein regarding July 12 hearing
{894.001-W0016043.}

0.10 0.10 0.50 0.30 0.10

22.50 59.50 112.50 118.50 39.50

0.10 0.10 0.20 0.10

22.50 22.50 45.00 22.50

Page: 7 August 11, 2011 Account No: 894-001 Statement No: 14054 Perkins & Marie Callender's Inc.

MDO WEC

B134 B134

A100 Plan/prepare for July 12 hearing A100 Plan/prepare for July 12 hearing, including review of amended agenda and hearing binder A100 Prepare for (.4) and attend final DIP hearing on behalf of the Committee (1.0) A108 Communicate with M. Dero regarding materials for July 12 omnibus hearing A108 Communicate with W. Chipman regarding 341 Meeting of Creditors A100 Email message to W. Chipman regarding July 13 hearing transcript A100 Retrieve Order Scheduling Omnibus Hearing and email same to LRC and Ropes groups; Calendar deadline A101 Plan and prepare for 341 Meeting of Creditors A108 Communicate with W. Chipman regarding 341 Meeting of Creditors A104 Review report from M. Olivere regarding 341 Meeting of Creditors and forward same to co-counsel A103 Draft/revise status report for Committee and co-counsel regarding 341 Meeting of Creditors A109 Appear for/attend 341 Meeting of Creditors
A100 Retrieve/review August 2 Agenda Notice and

Hours 0.20 0.50

79.00 297.50

07/12/2011 WEC MDO

B134 B134

1.40 0.20

833.00 79.00

07/13/2011 MDO

B134

0.20

79.00

07/14/2011 MMD

B134

0.10

22.50

07/20/2011 MMD

2134

0. 10

22.50 79.00 39.50

07/21/2011 MDO MDO

B134 B134

0.20
0. 10

07/22/2011 WEC

B134

0.20 0.70 0.90

119.00 276.50 355.50

MDO MDO
07/29/2011 MMD

B134 B134
2134

MDO 07/31/2011 MDO

B134 B134

email same to LRC and Ropes groups A104 Review/analyze August 2 Agenda Notice A108 Communicate with D. Azman regarding Information Sharing Motion on Agenda for August 2 hearing B134 - Hearings

0.10 0.10

22.50 39.50

0.10 6.70 0.40 0.20 1.20

39.50 2,848.50 158.00 79.00 474.00

06/27/2011 MDO 06/28/2011 MDO 06/29/2011 MDO 07/05/2011 MDO

B136 B136 B136 B136

A103 Draft/revise LRC Retention Application A100 Draft/revise LRC Retention Application A100 Draft/revise LRC Retention Application A100 Draft/revise LRC Retention Application and Affidavit in support A100 Review LRC Retention Application and forward to co-counsel for review and signature by the Committee A100 Draft/revise LRC Retention Application, Affidavit and proposed Order

0.90

355.50

07/07/2011 WEC

B136

0.70 2.20

416.50 869.00

MDO

B136

{894.001-W0016043.)

Page: 8 August 11, 2011 Account No: 894-001 Statement No: 14054 Perkins & Marie Callender's Inc.

Hours MDO B136 A100 Communicate with co-counsel regarding draft Retention Application 07/08/2011 MMD B136 A100 Prepare Notice of LRC Retention Application (.2); Prepare Affidavit of Service regarding same (.1) MDO B136 A100 Communicate with W. Chipman regarding Committee review of LRC Retention Application 07/11/2011 MMD B136 A100 Discussion with M. Olivere regarding revisions to LRC Retention Application (.1); Revise/update same and Notice (.3); Revise list of potential parties and email same to M. Olivere (.2) MDO B136 A100 Communicate with M. Dero regarding preparation of exhibit for LRC Retention Application (.1) and preparation of Application for filing (.1) MDO B136 A100 Draft/revise LRC Retention Application and exhibits in preparation of filing and service 07/12/2011 WEC B136 A100 Final review of LRC Retention Application and coordinate filing and service of same MMD B136 A100 Finalize for filing and coordinate service of LRC Retention Application MDO 5136 A104 Review/analyze LRC retention application in preparation of filing and service. 07/14/2011 MMD B136 A100 Discussion with K. Becker regarding fee application issues MMD B136 A100 Begin preparation of LRC First Monthly Application 07/27/2011 MMD B136 A100 Prepare Certificate of No Objection for LRC Retention Application 07/28/2011 MMD B136 A100 Finalize for filing and coordinate service of Certificate of No Objection regarding LRC Retention Application
B136 - LRC Ret. & Fee Matters

0.10

39.50

0.30
0 .10

67.50 39.50

0.60

135.00

0.20 0.30

79.00 118.50

0.50 0.30 0.30

297.50 67.50 118.50

0 .10

22.50 90.00

0.40

0.20

45.00

0.30
9.30

67.50
3,539.50

07/06/2011 WEC B138 A107 Telephone call with B. Schneider regarding Committee call and related issues WEC B138 A109 Attend Committee meeting to discus DIP, various second day and administrative issues 07/07/2011 MDO B138 A100 Review/analyze status report from M. Somerstein regarding Committee inquiry 07/08/2011 MMD B138 A100 Review email message from M. Somerstein regarding status update MDO B138 A100 Review/analyze Committee report from M. Somerstein to Committee members

0.10 1.40

59.50 833.00

0.10

39.50

0.10 0.10

22.50 39.50

{894.001-W0016043.}

Page: 9 August 11, 2011 Account No: 894-001 Statement No: 14054 Perkins & Marie Callender's Inc.

Hours

07/11/2011 MMD B138 A100 Review email message from W. Chipman attaching Creditor Access Motion (.1); Save/revise same (.2); Prepare Notice of Motion and Affidavit of Service (.2) MMD B138 A100 Finalize for filing and coordinate service of Creditor Access Motion 07/21/2011 MMD B138 A100 Review email message from B. Schneider regarding meeting with Debtors; Calendar same MDO B138 A104 Review/analyze status report for committee members. 07/22/2011 WEC B138 A104 Review email correspondence from J, Demmy to counsel for the Committee regarding Plan, litigation, territorial exclusivity agreements and Committee Information Sharing Motion MDO B138 A104 Review/analyze report to Committee members. 07/25/2011 WEC B138 A107 Confer with co-counsel regarding upcoming Committee meeting MMD B138 A100 Review email message from B. Schneider regarding summary of 341 Meeting of Creditors, case status B138 - Creditors' Cmte Mtgs 07/11/2011 MDO B140 A100 Review letter from US Trustee to Care First Surgical Center 07/28/2011 MMD B140 A100 Discussion with T. Collins regarding status of case, transferring/assigning claims (.1); Email message to W. Chipman regarding same (.1) B140 - Creditor Inquiries 06/27/2011 WEC B144 A107 Communicate with Young Conaway regarding retention issues 06/28/2011 MMD B144 A100 Retrieve/review Troutman Retention Application and calendar deadlines 07/05/2011 WEC B144 A102 Attention to Motion to Retain Ordinary Course Professionals and research on similar cases for co-counsel 07/08/2011 WEC B144 A107 Email correspondence with co-counsel regarding retention applications for Committee professionals 07/11/2011 MMD B144 A100 Retrieve/review Orders Retaining Young Conway; Troutman Sanders; Whitby Santarlasci WEC B144 A100 Confer with M. Olivere and M. Dero regarding filing and service of retention applications

0.50
0.30

112.50 67.50

0.10 0.10

22.50 39.50

0.40
0.10

238.00 39.50

0.10

59.50

0.10 3.50

22.50 1,595.50

0.10

39.50

0.20 0.30

45.00 84.50

0.30

178.50

0.10

22.50

0.50

297.50

0.10

59.50

0.10 0.20

22.50 119.00

{894.001-W0016043.}

Page: 10 August 11, 2011 Account No: 894-001 Statement No: 14054 Perkins & Marie Callender's Inc.

Hours

MMD B144 A100 Email messages from/to W. Chipman and M. Olivere regarding status of retention applications MDO B144 A100 Communicate with D. Azman regarding Ropes Retention Application and exhibits 07/12/2011 MMD B144 A100 Retrieve Order to Employ Ordinary Course Professionals and email same to LRC and Ropes groups MMD B144 A100 Email messages from/to W. Chipman and M. Olivere regarding status of retention applications MMD B144 A100 Discussion with W. Chipman and M. Olivere regarding signature of Committee members on retention applications (.1); Review email message from M. Olivere to D. Azman regarding same (.1) MMD B144 A100 Review email message from M. Olivere attaching Ropes Retention Application (.1); Save/revise same (.2); Prepare Notice of Application (.1) MMD B144 A100 Finalize for filing and coordinate service of Ropes Retention Application WEC B144 A100 Communicate with M. Olivere and M. Dero regarding filing and service of Ropes Retention Application MDO B144 A104 Review/analyze Ropes & Grey retention application in preparation of filing and service. MDO B144 A108 Communicate with D. Azman regarding retention applications 07/13/2011 MMD B144 A100 Prepare Affidavit of Service regarding retention applications (.1); Finalize for filing and coordinate service of same (.2) 07/15/2011 MMD B144 A100 Retrieve/review Debtors' Application to Retain Deloitte and email same to LRC and Ropes groups; Calendar deadlines 07/18/2011 WEC B144 A107 Confer with co-counsel regarding Motion to Shorten for FTI Retention Application WEC B144 A107 Confer with M. Olivere regarding Motion to Shorten regarding FTI Retention Application WEC 5144 A103 Revise draft Motion to Shorten regarding FTI Retention Application MDO B144 A103 Draft/revise Motion to Shorten for FTI Retention Application MDO B144 A108 Communicate with W. Chipman regarding FTI Retention Application MDO B144 A103 Draft/revise Motion to Shorten for FTI Retention Application per comments from W. Chipman and information from Ropes MDO B144 A108 Communicate with FTI and co-counsel regarding draft Motion to Shorten

0.10 0.20

22.50 79.00

0.10

22.50

0.10

22.50

0.20

45.00

0.40 0.30

90.00 67.50

0.40

238.00

0.30 0.20

118.50 79.00

0.30

67.50

0.10

22.50

0.20 0.10 0.60 1.40 0.20

119.00 59.50 357.00 553.00 79.00

0.60 0.20

237.00 79.00

{894.001-W0016043.}

Page: 11 August 11, 2011 Account No: 894-001 Statement No: 14054
Perkins & Marie Callender's Inc.

Hours

07/19/2011 MMD

B144

A100 Review email message from M. Olivere and D.

WEC

B144

A107

MMD MMD

B144 B144

A100 A100

MMD

B144

A100

MMD

B144

A100

MDO

B144

A108

MDO MDO

B144 B144

A108 A103

MDO

B144

A108

Azman attaching FTI Retention Application (.1); Save/revise and prepare same for filing (.3) Email correspondence with co-counsel regarding FTI Retention issues (.1); Confer with M. Olivere regarding same (.1); Coordinate filing and service of same (.2) Finalize for filing and coordinate service of FTI Retention Application Finalize for filing and coordinate service of Motion to Shorten Notice of FTI Retention Application Prepare Affidavit of Service regarding FTI Retention Application and Motion to Shorten (.2); Finalize for filing and coordinate service of same (.2) Email messages from/to R. Shepacarter and W. Chipman regarding FTI Retention Application and Motion to Shorten Communicate with M. Laber of FTI and D. Azman regarding draft Motion to Shorten and FTI Retention Communicate with US Trustee regarding Motion to Shorten and FTI Retention Application Draft/revise FTI Retention Application (.7) and Motion to Shorten (.4) in preparation of filing and service Communicate with M. Dero regarding service of FTI Retention Application and Motion to Shorten

0.40

90.00

0.40 0.30

238.00 67.50

0.30

67.50

0.40

90.00

0.10

22.50

0.20 0.10

79.00
39.50

1.10

434.50

0.10

39.50

07/20/2011 MMD

B144

A100 Retrieve/review Order Shortening Notice

MMD

B144

A100

WEC

B144

A107

MMD

B144

A100

MMD

B144

A100

MMD

B144

A100

MDO MDO

B144 B144

A108

A104

regarding FTI Retention and email same to LRC and Ropes groups Discussion with M. Olivere regarding preparing notice of hearing concerning FTI Retention Application Confer with M. Olivere regarding Order Shortening Notice for FTI Retention and coordinate service of Notice related to same Prepare Notice of Hearing regarding FTI Retention Application (.2); Prepare Affidavit of Service regarding same (.1) Finalize for filing and coordinate service of Notice of Hearing regarding FTI Retention Application Finalize for filing and coordinate service of Affidavit of Service regarding Notice of Hearing regarding FTI Retention Application and Order Shortening Notice Communicate with co-counsel regarding Order Shortening Notice on FTI Retention Application Review/analyze Order entered shortening notice on FTI Retention Application

0.10

22.50

0.10

22.50

0.20

119.00

0.30

67.50

0.30

67.50

0.20 0.10 0.10

45.00 39.50 39.50

(894.001-W0016043.}

Page: 12 August 11, 2011 Account No: 894-001 Statement No: 14054 Perkins & Marie Callender's Inc.

Hours MDO B144 A108 Communicate with M. Dero regarding notice of FTI Retention Application in light of Motion to Shorten 07/21/2011 WEC B144 A107 Telephone call with co-counsel regarding Certificate of No Objection regarding Ropes Retention Order and US Trustee requested modification 07/26/2011 MMD 5144 A100 Email messages from/to W. Chipman regarding deadline to file certificates of no objection concerning retention applications WEC B144 A107 Review revised Order regarding Ropes Retention (.1); Forward same to M. Dero and confer about certificate of no objection (.1); Eemail co-counsel regarding 48 hour waiting period for certificates of no objection in Delaware ( 1) MMD B144 A100 Review email messages from/to W. Chipman, M. Somerstein and R. Alcantar regarding revisions to Ropes Retention Order MMD B144 A100 Email messages to/from W. Chipman regarding preparing certification of counsel vs. certificate of no objection concerning Ropes Retention Order MMD B144 A100 Prepare Certification of Counsel regarding revised Ropes Retention Order 07/27/2011 MMD B144 A100 Discussions with W. Chipman regarding revisions to Certification of Counsel concerning Ropes Retention Application (.1); Discussion with M. Ifill regarding blacklining of Retention Orders (.1); Revise Certification of Counsel (.2) 07/28/2011 WEC B144 A104 Attention to Certification of Counsel regarding Ropes Retention Application (.2); Coordinate filing and service of same (.1) MMD B144 A100 Revise Certification of Counsel regarding Ropes Retention Application per W. Chipman's comments MMD B144 A100 Finalize for filing and coordinate service of Certification of Counsel regarding Ropes Retention Application 07/29/2011 MMD B144 A100 Prepare Affidavit of Service regarding Certification of Counsel regarding Ropes Retention Application and Certificate of No Objection regarding LRC Retention (.2); Finalize for filing and coordinate service of same (.2) 5144 Non-LRC Ret. & Fee Matt

0.10

39.50

0.10

59.50

0.10

22.50

0.30

178.50

0.10

22.50

0.10 0.20

22.50 45.00

0.40

90.00

0.30

178.50

0.10

22.50

0.30

67.50

0.40

90.00

14.60 5,487.00

{894.001-W0016043.}

Page: 13 August 11, 2011 Account No: 894-001 Statement No: 14054 Perkins & Marie Callender's Inc.

Hours 07/15/2011 MMD B146 A100 Retrieve Debtors' Joint Plan and Disclosure Statement and email same to LRC and Ropes groups A104 Breifly review Plan and Disclosure Statement and have same circulated to co-counsel A100 Retrieve/review Notice of Disclosure Statement Hearing and email same to LRC and Ropes groups (.1); Update critical dates and main calendar with deadlines (.1) A104 Preliminary review/analysis of Plan and Disclosure Statement A104 Review Notice of Hearing to consider approval of Disclosure Statement and have dates calendared A104 Continue review of Plan and Disclosure Statement B146 - Plan & Disclos. 07/07/2011 MMD B151 Stmt.

0 ,10

22.50 654.50

WEC MMD

B146 B146

1.10

0.20 1.00

45.00 395.00

MDO

B146

07/25/2011 WEC

B146

0.20

119.00

07/28/2011 WEC

B146

1.10 3.70

654.50 1,890.50

,A100 Review local rules and docket regarding Schedules and SOFAs (.1); Email message to W. Chipman regarding same (.1) A100 Retrieve/review Schedules and SOFAs and email same to LRC and Ropes groups A108 Communicate with M. Dero regarding Schedules and Statements A104 Briefly review Schedules and Statements received today B151-Schedules/Operating Rpts

0.20

45.00

07/11/2011 MMD MDO

B151 B151

0.20
0.10

45.00 39.50

07/18/2011 WEC

B151

0.70 1.20

416.50 546.00

For Current Services Rendered

63.30 25,236.50

(894,001-W0016043.)

EXHIBIT "C"

{894.001-W0015984.}

August 11, 2011 Account No: 894-001 Statement No: 14054 Perkins & Marie Callender's Inc.

Expenses
Postage Copying Overnight Delivery Court Fees Courier Fees Outside Duplication Services Electronic Filing - PACER Total Expenses Thru 07/31/2011 0.64 4.50 354.73 50.00 81.50 2,608.43 133.04 3,232.84

{894.001-W0016043.}

Date: 08/12/2011

Detail Cost Transaction File List

Landis Rath & Cobb LLP
Rate
Trans Date H B R C Tcode/ E/A P CC T Task Code

Page: 1

Client

Tmkr

Amount

Ref A

Client ID 894.001 Official Committee of Unsecured Creditors 894.001 06/30/2011 WEC AU 0 8100 894.001 06/30/2011 WEC AU 0 B100 894.001 06/30/2011 WEC AU 0 8100 Subtotal for Transaction Date 06/30/2011

E208 E208 E208

6.00 Electronic Filing PACER 10.64 Electronic Filing PACER 69.92 Electronic Filing PACER

3 4 5

Billable 894.001 894.001 894.001 894.001 07/01/2011 07/01/2011 07/01/2011 07/01/2011 WEC WEC WEC WEC AU AU AU EU 1 8100 E112 E216 E102 E101 0.100

86.56 50.00 Court fees U.S. District Court - Pro Hac Vice of Mark Somerstein 65.00 Courier Fees Digital Legal, LLC Invoice 41331 135.56 Outside printing Digital Legal, LLC Invoice 58860 0.40 Copying 1 2 7 12

3 B100 0 B100 2 8100

Subtotal'for Transaction Date 07/01/2011 Billable 894.001 07/08/2011 WEC EU 2 8100 E101 0.100 250.96 1.20 Copying 13

Subtotal for Transaction Date 07/08/2011 Billable 894.001 894.001 894.001 07/11/2011 07/11/2011 07/11/2011 WEC WEC WEC AU E U EU 0 8100 2 B100 4 8100 E102 E101 E108 0.100 1.20 495.42 Outside printing Digital Legal, LLC Invoice 58948 0.30 Copying 0.64 Postage 9 14 18

Subtotal for Transaction Date 07/11/2011 Billable 894.001 894.001 07/12/2011 07/12/2011 WEC WEC EU AU 2 B100 0 B100 E101 E102 0.100 496.36 1.90 Copying 1,306.64 Outside printing Digital Legal, LLC Invoice 58945 6 8

Subtotal for Transaction Date 07/12/2011 Billable 894.001 894.001 894.001 894.001 07/19/2011 07/19/2011 07/19/2011 07/19/2011 WEC WEC WEC WEC AU AU EU AU 0 8100 3 B100 2 B100 0 B100 E102 E216 E101 E221 0.100 1,308.54 605.49 Outside printing Digital Legal, LLC Invoice 59028 5.00 Courier Fees Digital Legal, LLC Invoice 41554 0.40 Copying 354.73 Overnight Delivery FedEx - Invoice 7-580-99850 10 11 15 24

Subtotal for Transaction Date 07/19/2011 Billable 894.001 894.001 894.001 07/28/2011 07/28/2011 07/28/2011 WEC WEC WEC EU AU AU 2 B100 3 8100 0 B100 E101 E107 E102 0.100 965.62 0.10 Copying 6.50 Delivery services/messengers Digital Legal, LLC - Invoice 41697 65.32 Outside printing Digital Legal, LLC Invoice 59174 16 19 21

Subtotal for Transaction Date 07/28/2011 Billable 894.001 894.001 07/29/2011 07/29/2011 WEC WEC E U AU 2 B100 3 B100 E101 E107 0.100 71.92 0.20 Copying 5.00 Courier Fees Digital Legal, LLC Invoice 41697 17 20

Subtotal for Transaction Date 07/29/2011 Billable 894.001 07/31/2011 WEC AU 0 B100 E208 5.20 46.48 Electronic Filing PACER Billable Total for Client ID 894.001 Billable 27

Subtotal for Transaction Date 07/31/2011 46.48 3,232.84 Official Committee of Unsecured Creditors Perkins & Marie Callender's Inc

GRAND TOTALS

Billable

3,232.84

<8

Friday 08/12/2011 16:16 am

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)

CERTIFICATION OF WILLIAM E. CHIPMAN, JR. William E. Chipman, Jr., an attorney-at-law, duly admitted and in good standing to practice in the State of Delaware hereby certifies that: 1. I am a partner in the firm of Landis Rath & Cobb LLP ("LRC") and I am duly

authorized to make this Certification on behalf of LRC. LRC was retained by the Official Committee of Unsecured Creditors as co-counsel pursuant to an order of this Court. This certification is made in support of the First Monthly Application of Landis Rath & Cobb LLP, Co-Counsel to the Official Committee of Unsecured Creditors, for Compensation and Reimbursement of Expenses Pursuant to 11 U.S.C. 330 and 331 (the "Application") and in compliance with Local Rule 2016-2 (the "Rule") of this Court, and with the United States Trustee's Guidelines for Review Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 (the "Guidelines"). 2. I have read the Application and I certify that the Application substantially

complies with the Rule and the Guidelines. Dated: August 12, 20111 Wilmington, Delaware LANDIS RATH & COBB LLP
WillICLOOL

E. Ckip_ma.m.,

William E. Chipman, Jr. (No. 3818) 919 Market Street, Suite 1800 Wilmington, Delaware 19801 Counsel to the Official Committee of Unsecured Creditors
{894.001-W0015984.1

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)

AFFIDAVIT OF SERVICE

STATE OF DELAWARE ) ) SS NEW CASTLE COUNTY ) Michelle M. Dero, being duly sworn according to law, deposes and says that she is employed by the law firm of Landis Rath & Cobb LLP, counsel for the Official Committee of Unsecured Creditors of Perkins & Marie Callender's Inc. in the above-referenced cases, and on the 12th day of August, 2011, she caused copies of the following:
NOTICE OF APPLICATION AND FIRST MONTHLY APPLICATION OF LANDIS RATH & COBB LLP, DELAWARE COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES PURSUANT TO 11 U.S.C. 330 AND 331

to be served upon the parties identified on the attached service list in the manner indicated.

Michelle M. Dero SWORN TO AND SUBSCRIBED before mthis 12 th day litm

uto

":-EXPIRES = OCT. 26, 2011 =

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//1.- OF DEV .

' 8 /111110

{894.001-W0016065.}

IN RE PERKINS Et MARIE CALLENDER'S INC. BANKRUPTCY CASE NO. 11-11795 (KG)

Via First Class Mail Joseph F. Trungale, President and CEO Perkins Et Marie Callender's Inc. 6075 Poplar Avenue, Suite 800 Memphis, TN 38119

CORE SERVICE LIST/LABELS

Hand Delivery = 4 First Class = 8

Via Hand Delivery

(Counsel for Debtors) Robert S. Brady, Esquire Robert F. Poppiti, Jr., Esquire Young Conaway Stargatt Et Taylor LLP The Brandywine Building 1000 West Street, 17th Floor Wilmington, DE 19801

Via First Class Mail (Counsel for Debtors) Brett D. Goodman, Esquire Michael H. Perkiel, Esquire Troutman Sanders LLP The Chrysler Building 405 Lexington Avenue New York, NY 10174

Via First Class Mail Via Hand Delivery (Counsel for Wells Fargo Capital Finance, LLC) Richard W. Riley, Esquire Duane Morris LLP 222 Delaware Avenue, Suite 1600 Wilmington, DE 19801-1659 (Counsel for Wells Fargo Capital Finance, LLC) Jesse H. Austin, Esquire Cassie Coppage, Esquire Paul, Hastings, Janofsky Et Walker LLP 600 Peachtree Street, N.E. Twenty-Fourth Floor Atlanta, GA 30308

Via First Class Mail

Via Hand Delivery

Richard Schepacarter, Esquire Office of the United States Trustee 844 King Street, Suite 2207 Wilmington, DE 19801 (Counsel for The Bank of New York Mellon Trust Company, N.A.) Edward P. Zujkowskl, Esquire Emmet, Marvin Et Martin LLP 120 Broadway, 32n d Floor New York, NY 10271

Via Hand Delivery (Counsel for Wayzata Investment Partners LLC) David W. Carickhoff, Esquire Stanley B. Tarr, Esquire Blank Rome LLP 1201 Market Street, Suite 800 Wilmington, DE 19801

Via First Class Mail

(Counsel for Wilmington Trust Company, FSB) Douglas E. Spelfogel, Esquire Richard J. Bernard, Esquire Foley Et Lardner LLP 90 Park Avenue, 29 th Floor New York, NY 10016

Via First Class Mail

(Counsel for Wayzata Investment Partners LLC) Ira S. Dizengoff, Esquire Akin Gump Strauss Hauer Et Feld LLP One Bryant Park New York, NY 10036-6745

Via First Class Mail

(Counsel for Wayzata Investment Partners LLC) Scott L Alberino, Esquire Akin Gump Strauss Hauer Et Feld LIP Robert S. Strauss Building 1333 New Hampshire Abenue, N.W. Washington, DC 20036-1564

Via First Class Mail

(Counsel for the Official Committee of Unsecured Creditors) Mark R. Somerstein, Esquire Benjamin L. Schneider, Esquire Ropes Et Grey LLP 1211 Avenue of the Americas New York, NY 10036-8704