You are on page 1of 80

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER’S INC., et al.,1 Debtors.

Objection Deadline: November 10, 2011 at 4:00 p.m. (ET) Hearing Date: Only if objections are filed

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

SUMMARY OF FOURTH MONTHLY FEE APPLICATION OF TROUTMAN SANDERS LLP FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM SEPTEMBER 1, 2011 THROUGH SEPTEMBER 30, 2011 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which compensation and reimbursement is sought: Amount of Compensation sought as actual, reasonable and necessary: Amount of Expense Reimbursement sought as actual, reasonable and necessary: This is an: X interim final application $5,643.19 $328,759.50 September 1, 2011 through September 30, 2011 TROUTMAN SANDERS LLP Debtors and Debtors-in-Possession June 13, 2011 (Order entered July 9, 2011)

This application includes 19.4 hours in connection with the preparation of Fee Applications.

The Debtors, together with the last four digits of each Debtor’s federal tax identification number, are: Perkins & Marie Callender’s Inc. (4388); Perkins & Marie Callender’s Holding Inc. (3999); Perkins & Marie Callender’s Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119.

1

PRIOR APPLICATIONS Date Filed / Docket Item 7/25/2011 Doc. No. 334 Period Covered 6/13/20116/30/2011 Requested Fees Expenses $352,330.00 $1,239.83 $281,864.00 $430,143.50 $9,959.10 $344,114.80 $328,800.00 $2,857.84 $263,040.00 $9,959.10 $1,239.83 Fees Approved Expenses Order Entered CNO filed on 8/11/2011; Doc. No. 648 CNO filed on 9/8/2011; Doc. No. 914

8/19/2011 Doc. No. 775

7/1/20117/31/2011

9/23/2011 Doc. No. 1025

8/1/20118/31/2011

CNO filed on $2,857.84 10/13/2011; Doc. No. 1128

COMPENSATION BY INDIVIDUAL
Name of Professional Person Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Partner since 2005. Joined firm as a partner in 2005. Member of NY Bar since 1975. Member of CT Bar since 1989. Member of Utah Bar since 1999. Partner since 2005. Joined firm as a partner in 2005. Member of NY Bar since 1973. Partner since 2005. Joined firm as a partner in 2005. Member of NY Bar since 1982. Member of NJ Bar since 1981. Member of FL Bar since 1984. Partner since 2005. Joined firm as a partner in 2005. Member of NY Bar since 1984. Member of MA Bar since 1983. Partner since 1993. Joined firm as an associate in 1993. Member of GA Bar since 1985. Of Counsel since 2005. Joined firm as Of Counsel in 2005. Member of NY Bar since 198_. Joined firm as an associate in 2011. Member of GA Bar since 2009. Joined firm as an associate in 2008. Member of NY Bar since 2007. Member of NJ Bar since 2006. Joined firm as an associate in 2011. Member of NY Bar since 2009. Paralegal Hourly Billing Rate Total Billed Hours Total Compensation

Mitchel H. Perkiel

$785.00

133.60

$104,876.00

Hollace Topol Cohen

$785.00

118.50

$93,022.50

Mark A. Goldsmith

$795.00

4.70

$3,736.50

Mitchell P. Portnoy

$690.00

60.40

$41,676.00

Mark S. VanderBroek

$550.00

1.20

$660.00

Karl M. Zielaznicki

$600.00

2.70

$1,620.00

Benjamin R. Carlsen

$225.00

46.10

$10,372.50

Brett D. Goodman

$350.00

174.70

$61,145.00

Bracha Hedaya

$250.00

5.90

$1,475.00

Harriet E. Cohen

$265.00 Grand Total:

38.40 586.20

$10,176.00 $328,759.50

Blended Rate: $560.83

COMPENSATION BY PROJECT CATEGORY
Project Category Total Hours Total Fees

Case Administration (010) Asset analysis and recovery (011) Relief from stay/adequate protection (012) Asset dispositions (013) Meetings of and communications with creditors (014) Fee/employment applications (015) Fee/employment objections (016) Avoidance action analysis (017) Assumption/rejection of leases and contracts (018) Other contested matters (019) Non-working travel (020) Business operations (021) Employee benefits/pensions/wages (022) Financing/cash collateral (023) Franchisee issues (024) Tax issues (025) Real estate issues (026) Board of directors matters (027) Claims administration and objections (028) Plan and disclosure statement (029) Non debtor affiliate issues (030) Schedules and statements of affairs (031) Post-confirmation services (032) Trademarks Sale to ConAgra (033)
TOTAL HOURS AND FEES:

105.20 0.00 8.00 0.00 11.20 19.80 0.00 0.20 39.30 0.00
14.80

$47,421.00 0.00 $6,280.00 0.00 $3,920.00 $6,581.00 0.00 $70.00 $20,555.00 0.00
$3,930.00

0.00 0.50 3.20 1.40 5.60 0.30 0.00 104.10 269.90 0.00
0.00

0.00 $392.50 $2,208.00 $817.00 $4,443.00 $235.50 0.00 $56,494.50 $173,792.00 0.00
0.00

0.00 2.70
586.20

0.00 1,620.00
$328,759.50

EXPENSE SUMMARY
Expenses Category Airfare Hotel Meals Taxi/Train/Parking Staff Overtime Computer Research Travel Expenses Professional Fees TOTAL DISBURSEMENTS: Total Expenses $1,056.00 $789.80 $281.72 $1,191.40 $1,026.00 $220.14 $1,015.25 $62.88 $5,643.19

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER’S INC., et al.,1 Debtors.
Objection Deadline: November 10, 2011 at 4:00 p.m. (ET) Hearing Date: Only if objections are filed

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

FOURTH MONTHLY FEE APPLICATION OF TROUTMAN SANDERS LLP FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM SEPTEMBER 1, 2011 THROUGH SEPTEMBER 30, 2011 Pursuant to 11 U.S.C. §§ 330 and 331 and Rule 2016 of the Federal Rules of Bankruptcy Procedure and the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals (Doc. No. 169 entered July 9, 2011), the law firm of Troutman Sanders LLP (“Troutman”) hereby applies to this Court for the allowance of reasonable compensation for professional legal services rendered as counsel to the abovecaptioned Debtors and Debtors-in-Possession (the “Debtors”) in the amount of $328,759.50 together with reimbursement for actual and necessary expenses incurred in the amount of $5,643.19 for the period commencing September 1, 2011 through and including September 30, 2011 (the “Fee Period”). In support of its Application, Troutman respectfully represents as follows:

The Debtors, together with the last four digits of each Debtor’s federal tax identification number, are: Perkins & Marie Callender’s Inc. (4388); Perkins & Marie Callender’s Holding Inc. (3999); Perkins & Marie Callender’s Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119.

1

1.

Troutman was employed under a general retainer to represent the Debtors

as bankruptcy counsel in connection with these chapter 11 cases, pursuant to an Order entered by this Court on July 9, 2011. Said Order authorized Troutman to be compensated on an hourly basis and to be reimbursed for actual and necessary out-of-pocket expenses. 2. All services for which compensation is requested by Troutman were

performed for or on behalf of the Debtors. SUMMARY OF SERVICES RENDERED 3. The services rendered by Troutman during the Fee Period are grouped into

the categories set forth in Exhibit “A”. The attorneys and paralegals who rendered services relating to each category are identified, along with the number of hours for each individual and the total compensation sought for each category, in the attachments hereto. 4. Attached hereto as Exhibit “B” is a detailed statement of fees and

expenses incurred during the Fee Period showing the amount of $328,759.50 due for fees and $5,643.19 for reimbursement of expenses. DISBURSEMENTS 5. Troutman has incurred out-of-pocket disbursements during the Fee Period

in the amount of $5,643.19. This disbursement sum is broken down into categories of charges, including airfare, hotel, overtime meals, taxi/train/parking and staff overtime. Troutman does not charge clients for regular postage, photocopying or facsimile transmissions. The detailed expenses incurred for the Fee Period may be found in the attachments hereto as Exhibit “B”. To the extent such itemization is insufficient to satisfy the requirements of Del. Bankr. LR 20162(e)(ii), Troutman respectfully requests that the Court waive strict compliance with such rule.

2

VALUATION OF SERVICES 6. Attorneys and paraprofessionals of Troutman have expended a total of

586.20 hours in connection with this matter during the Fee Period. 7. The amount of time spent by each of these persons providing services to

the Debtors for the Fee Period is fully set forth in the detail attached hereto as Exhibit “B”. These are Troutman’s normal hourly rates of compensation for work of this character. The reasonable value of the services rendered by Troutman for the Period as co-counsel for the Debtors in these cases under Chapter 11 is $328,759.50. 8. Troutman believes that the time entries and expenses included in Exhibit

“B” attached hereto are in compliance with the requirements of Local Rule 2016-2. 9. In accordance with the factors enumerated in 11 U.S.C. §330, the amount

requested is fair and reasonable given (a) the complexity of the chapter 11 cases, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under this title. 10. This Application covers the period September 1, 2011 through and

including September 30, 2011. Troutman has and will continue to perform additional necessary services subsequent to September 30, 2011, for which Troutman will file subsequent monthly fee applications.

3

WHEREFORE, Troutman requests that allowance be made to it, and that it be paid by the Debtors, in the sum of $263,007.60 (80% of $328,759.50) as compensation for necessary professional services rendered to the Debtors for the Fee Period, and the sum of $5,643.19 for reimbursement of actual necessary costs and expenses incurred during that period, and further requests such other and further relief as this Court may deem just and proper. Dated: New York, New York October 26, 2011 TROUTMAN SANDERS LLP
/s/ Mitchel H. Perkiel Mitchel H. Perkiel

Hollace T. Cohen Brett D. Goodman The Chrysler Building 405 Lexington Avenue New York, New York 10174 Telephone: (212) 704-6000 Facsimile: (212) 704-6288 Attorneys for the Debtors and Debtors-In-Possession

4

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER’S INC., et al.,1 Debtors.
Objection Deadline: November 10, 2011 at 4:00 p.m. (ET) Hearing Date: Only if objections are filed

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

NOTICE OF APPLICATION TO: (I) THE OFFICE OF THE UNITED STATES TRUSTEE; (II) COUNSEL TO THE CREDITORS’ COMMITTEE; (III) COUNSEL TO THE AGENT FOR THE PREPETITION SECURED CREDIT FACILITY AND THE DIP CREDIT FACILITY; (IV) COUNSEL TO THE SENIOR SECURED NOTES TRUSTEE; (V) COUNSEL TO THE SENIOR NOTES TRUSTEE; (VI) COUNSEL TO THE RESTRUCTURING SUPPORT PARTIES; AND (VII) THOSE PARTIES REQUESTING NOTICE PURSUANT TO BANKRUPTCY RULE 2002, IN ACCORDANCE WITH LOCAL RULE 2002-1(B).

The Fourth Monthly Fee Application of Troutman Sanders LLP for Allowance of Compensation and Reimbursement of Expenses for the Period from September 1, 2011 through September 30, 2011 (the “Application”) has been filed with the Bankruptcy Court. The Application seeks allowance of fees in the amount of $328,759.50 and expenses in the amount of $5,643.19. Objections to the Application, if any, are required to be filed on or before November 10, 2011 at 4:00 p.m. (ET) (the “Objection Deadline”) with the Clerk of the United States Bankruptcy Court for the District of Delaware, 3rd Floor, 824 Market Street, Wilmington, Delaware 19801. At the same time, you must also serve a copy of any such objection so as to be received by the following parties on or before the Objection Deadline: (a) co-counsel to the Debtors, Troutman Sanders LLP, The Chrysler Building, 405 Lexington Avenue, New York, NY 10174 (Attn: Mitchel H. Perkiel and Brett D. Goodman), and Young Conaway Stargatt & Taylor, LLP, The Brandywine Building, 1000 West Street, 17th Floor, Wilmington, DE 19801 (Attn: Robert S. Brady and Robert F. Poppiti, Jr.); (b) counsel to the Creditors’ Committee, Ropes and Gray LLP, 1211 Avenue of the Americas, New York, NY 10036-8704 (Attn: Mark R. Somerstein); (c) the Office of the United States Trustee for the District of Delaware, 844 North King Street, Room 2207, Wilmington, DE
The Debtors, together with the last four digits of each Debtor’s federal tax identification number, are: Perkins & Marie Callender’s Inc. (4388); Perkins & Marie Callender’s Holding Inc. (3999); Perkins & Marie Callender’s Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978); MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119.
1

EXHIBIT A

MATTER SUMMARY On Account Fees 0.00 0.00 0.00 On Account Disbs 274.70 0.00 0.00

Matter # 000010 000012 000014

Name Case administration Relief from stay/adequate protection Meetings of and communications with creditors Fee/employment applications Avoidance action analysis Assumption/rejection of leases and contracts Non-working travel Employee benefits/pensions/wages Financing/cash collateral Franchisee issues Tax issues Real estate issues Claims administration and objections Plan and disclosure statement Trademarks Sale to ConAgra

Hours 105.20 8.00 11.20

Fees 47,421.00 6,280.00 3,920.00

Disbs 1,455.80 0.00 0.00

Total 48,876.80 6,280.00 3,920.00

Escrow 0.00 0.00 0.00

000015 000017 000018 000020 000022 000023 000024 000025 000026 000028 000029 000033

19.80 0.20 39.30 14.80 0.50 3.20 1.40 5.60 0.30 104.10 269.90 2.70 Totals 586.20

6,581.00 70.00 20,555.00 3,930.00 392.50 2,208.00 817.00 4,443.00 235.50 56,494.50 173,792.00 1,620.00 328,759.50

0.00 0.00 7.36 0.00 0.00 0.00 0.00 0.00 0.00 0.00 4,180.03 0.00 5,643.19

6,581.00 70.00 20,562.36 3,930.00 392.50 2,208.00 817.00 4,443.00 235.50 56,494.50 177,972.03 1,620.00 334,402.69

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 274.70

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00

EXHIBIT B

TIMEKEEPER SUMMARY – ALL MATTERS Tkpr # 45015 45045 45043 45033 44945 50425 51975 51386 51344 50335 Name Cohen, Hollace Topol Goldsmith, Mark A. Perkiel, Mitchel H. Portnoy, Mitchell P. VanderBroek, Mark S. Zielaznicki, Karl M. Carlsen, Benjamin R. Goodman, Brett David Hedaya, Bracha Cohen, Harriet Ellen Status Partner Partner Partner Partner Partner Of Counsel Associate Associate Associate Paralegal Rate 785.00 795.00 785.00 690.00 550.00 600.00 225.00 350.00 250.00 265.00 Totals Hours 118.50 4.70 133.60 60.40 1.20 2.70 46.10 174.70 5.90 38.40 586.20 Fees 93,022.50 3,736.50 104,876.00 41,676.00 660.00 1,620.00 10,372.50 61,145.00 1,475.00 10,176.00 328,759.50

TROUTMAN SANDERS LLP
Payment Remittance Address
ATTORNEYS A
LIMITED AT

LAW

Office Address

Troutman Sanders LLP P.O. Box 933652 Atlanta, Georgia 31193-3652

LIABIL ITY PARTNERSHIP

FEDE RAL ID NO . 58-0946915

The Chrysler Building 405 Lexington Ave New York, NY 10174

BILL ING INQUIRIES: 404-885-2508

Perkins & Marie Callender's Inc. Attn: Jay Trungale 6075 Perkins Avenue Suite 800 Memphis, TN 38119

Invoice Date Submitted by Direct Dial Invoice No. File No.

10/12/11 M H Perkiel 212-704-6016 1381385 234333

Fees for Professional Services Rendered Through 09/30/11 Costs and Expenses Through 09/30/11 Total Amount of This Invoice

$328,759.50 $5,643.19 $334,402.69

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000010 Page 2

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Return calls to inquiring party and pass on details to Messrs. Perkiel and Goodman Various correspondence with counsel to C. Unruh regarding claims Miscellaneous emails and communications regarding ongoing administrative coordination and oversight with respect to various ongoing activities Correspondence regarding filing of removal motion and motion to extend time assume or reject executory contracts Receive and review miscellaneous emails in connection with miscellaneous pending matters unrelated to the ongoing efforts to finalize the amended plan and amended disclosure statement Calls and correspondence with R. Poppiti regarding various case administrative matters including agenda for 9/8 hearing (.3); call with committee counsel regarding same (.1) Receive and review and where necessary respond to miscellaneous communications relating to lift stay matters, real estate dispositions, communications with the creditors committee, fee applications, and agenda for forthcoming disclosure statement approval hearing, in connection with the foregoing, where applicable, review attachments relating thereto Dinner meeting with H. Cohen, M. Perkiel, R. Poppiti and R. Brady concerning Perkins matter, administrative issues, pending Plan and DS and preparation for 9.8 hearing Review of correspondence and communications with M. Perkiel regarding Singleton insurance issues and Burkhardt claim Call with Jay Trungale to update him on yesterday's events and today's ongoing activities with respect to the filing of the final documents, the obtaining of the approval order, notice and service, as well as discuss with him miscellaneous matters, including franchisees and development of plan supplement (.4); review and respond where necessary to numerous emails, as well as review attachments where applicable, to, from and among Troutman attorneys, Young Conaway attorneys, Akin attorneys, Ropes & Gray attorneys and Omni representatives, as well as client, regarding a host of topics and subject matter waiting to ongoing current activities and Hours 0.4 0.2 0.4 Amount 106.00 70.00 314.00

09/01/11 HEC 09/01/11 BDG 09/01/11 MHP

09/02/11 BDG 09/02/11 MHP

0.2 0.4

70.00 314.00

09/06/11 BDG

0.4

140.00

09/06/11 MHP

0.9

706.50

09/07/11 BDG

2.2

770.00

09/09/11 BDG

0.5

175.00

09/09/11 MHP

1.5

1,177.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000010 Page 3

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed identification and planning for upcoming tasks and assignments to be addressed prior to the effective date of the plan (1.1) 09/11/11 MHP In preparation for and in anticipation of various matters to be addressed in the forthcoming week, review various emails, materials, documents and summaries relating to, among other things, the Pepsi matter, real estate disposition matters, lease assignments, or executory contract assumption and rejection and other matters Attention to case docket, recent filings, correspondence and calendar and update files and database accordingly (.7); calls regarding insurance issue and discuss same and forward documentation to B. Goodman (.3) Call with A. Whiteley and M. Perkiel regarding various administrative matters and litigations including Singleton, Unruh and other property and coverage issues (.5); followup call with M. Perkiel and R. Poppiti (.3); conference call with R. Poppiti, M. Perkiel and Singleton counsel on next steps and possible stipulation (.3); follow-up discussions regarding same (.2); review of correspondence concerning fire claim (.2) Receive and review miscellaneous emails regarding pending and forthcoming matters and various oversight and administrative matters Attention to and forward message regarding insurance inquiry (.1); update docket, recent files, indices and database (.4) Review of various stipulations in preparation for analysis and drafting of stipulation with Singleton (.7); calls with R. Poppiti regarding landlord issues concerning extension of deadline to assume (.4); calls with M. Perkiel and follow-up calls with A. Whiteley regarding Singleton stipulation and coverage issues (.5); review of certain arguments and case law in preparation for response to Singleton lift stay (.6) Receive and review miscellaneous emails in connection with miscellaneous pending and prospective matters and the organization, coordination and assignment of tasks with respect to same Attention to files, correspondence, docket and recent filing and update database and indices accordingly (.8); respond to creditor inquiries (.3) Call with R. Poppiti regarding discussions with R. Bittman on Singleton matter (.2); conference call with M. Perkiel 0.8 628.00 Hours Amount

09/12/11 HEC

1.0

265.00

09/12/11 BDG

1.5

525.00

09/12/11 MHP

0.6

471.00

09/13/11 HEC

0.5

132.50

09/13/11 BDG

2.2

770.00

09/13/11 MHP

0.6

471.00

09/14/11 HEC

1.1

291.50

09/14/11 BDG

5.0

1,750.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000010 Page 4

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed and R. Poppiti regarding plans for limited objection, stipulation and treatment of Singleton lift stay (.3); review of lift stay motion in preparation for drafting of response (.5); draft and prepare initial draft of limited objection to Singleton lift stay motion (3.6); prepare initial revisions regarding same (.4) 09/14/11 MHP Review miscellaneous emails in connection with general oversight and administration of numerous pending matters on numerous fronts Respond to creditor inquiries (.4); review case docket, update database and files accordingly (.4) Review of R. Poppiti comments to draft of limited objection and prepare revisions regarding same (.3); call with R. Poppiti regarding objection and posture for handling lift stay (.3); correspondence with company and restructuring support parties regarding same (.2); follow-up discussions with R. Poppiti regarding parameters of draft stipulation and preparation of same (.4); initial drafting of stipulation (.5); cursory review of various Liberty policy provisions (.4); conference call with R. Poppiti in preparation for call with A. Whiteley concerning Singleton matter and policy language (.3); conference call with A. Whiteley and R. Poppiti regarding proposed stipulation parameters and coverage issues concerning Liberty's position and administrative expenses and liquidation value (.5); conference call with R. Bitman and R. Poppiti on Singleton stipulation status and next steps (.3); follow-up discussions regarding same with R. Poppiti (.2); conference call with committee counsel regarding contested hearing for Singleton (.3); calls with restructuring support parties regarding same (.3); prepare further revisions and updates to objection based on call (.5); continued drafting of proposed stipulation (.8) Receive and review miscellaneous emails and documents in connection with the ongoing Singleton stay dispute, utility monies which may be due, pre-petition insurance payments allegedly received, claims resolution and data assembly matters, solicitation and voting process, and plan confirmation process and interim action items Respond to creditor inquiries, forward data and/or documentation for further review as appropriate (.9); attention to docket, recent filings and database and update accordingly (.4) Communications with K. Eide regarding limited objection (.1); correspondence with R. Poppiti regarding same (.1); review of revisions to limited objection and draft 0.7 549.50 Hours Amount

09/15/11 HEC 09/15/11 BDG

0.8 5.3

212.00 1,855.00

09/15/11 MHP

1.2

942.00

09/16/11 HEC

1.3

344.50

09/16/11 BDG

4.5

1,575.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000010 Page 5

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed correspondence to company and restructuring support parties regarding same (.5); follow-up communications with M. Perkiel regarding same and other administrative matters (.3); conference call with M. Perkiel, H. Cohen and J. Trungale regarding various matters addressed a 9/14 meeting and other items and motions to be addressed (.7); review of email correspondence regarding water damage claim and related insurance issues (.4); conference call with H. Cohen regarding various administrative issues (.3); perform additional work on stipulation (.3); conference call with H. Cohen and R. Brady regarding committee standing and recharacterization and objections (.5); call with R. Poppiti regarding comments to stipulation (.2); correspondence regarding Reese Jones (.1); discussion with counsel on Taucher stayed matter (.2); communications and correspondence regarding service of limited objection (.2); review and analysis R. Poppiti markup to stipulation and prepare revisions and comments to same (.6) 09/16/11 MHP Confer with Brett Goodman in connection with miscellaneous presently pending and prospective matters being addressed and to be addressed in contemplation of plan confirmation (.5); receive and review miscellaneous emails regarding a host of topics and where appropriate respond to same (.9) Receive and review numerous emails and accompanying attachments from various parties in connection with miscellaneous pending matters as well as upcoming matters, events and hearings and where appropriate, respond to same, all in connection with general oversight and administrative responsibility for processing of the chapter 11 proceedings Respond to creditor and related inquiries (.4); numerous calls with former employee and emails/calls with company regarding same (.5); attention to case docket, recent filing, files and correspondence and update accordingly (.6) Meet with H. Cohen regarding various significant deadlines and dates for filings and receipt from company of various items (.3); review of initial draft of memorandum regarding same (.3); correspondence with L. Armistead on critical dates (.1); call with R. Poppiti regarding critical dates, motions to be prepared and discussion regarding contested hearing on Singleton (.3); review of Porter litigation correspondence (.2); further correspondence regarding Oklahoma water damage property (.1); review of correspondence regarding Koch-Guloty matter and prepare 1.4 1,099.00 Hours Amount

09/18/11 MHP

1.7

1,334.50

09/19/11 HEC

1.5

397.50

09/19/11 BDG

3.0

1,050.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000010 Page 6

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed correspondence regarding same (.2); correspondence with R. Poppiti regarding stay letters (.1); correspondence regarding Unruh counter-offer (.2); prepare additional revisions to draft Singleton stipulation and calls and correspondence with M. Perkiel and R. Poppiti regarding same (.4); compile and prepare critical date and deadlines memorandum (.8) 09/19/11 MHP Review and follow up with respect to miscellaneous matters, calls and emails regarding various topics and coordinate same Receive and reply to numerous calls and inquiries from creditors and parties in interest and pass on information where necessary or appropriate (.6); review and update docket and recent filings/database (.6) Email correspondence regarding critical dates and deadlines for company to complete work product in advance of filing (.4); discussions with H. Cohen, review of M. Perkiel comments and prepare revisions to timeline (.4); correspondence with R. Poppiti and M. Perkiel regarding Singleton stipulation (.1); correspondence regarding lawyers claims call (.2); travel to Delaware for 9/20 hearing including review of Singleton lift stay and objection in preparation for hearing and correspondence regarding CRG claims, lease amendments, utility issues, and motion for late filed claim (2.5); meet with R. Poppiti in preparation for hearing and discuss various claims and open administrative matters to be addressed going forward (1.3); appear at hearing before Judge Gross on Singleton matter (.5); travel back to New York from hearing and prepare various correspondence regarding hearing to company and restructuring support parties, communications with H. Cohen regarding pending matters (2.5); correspondence regarding Shields check return with H. Cohen and K. Young (.2) Work on timeline and assist others with document assembly as well as review emails various times throughout the day regarding miscellaneous pending matters and forthcoming agenda items and general coordination and administration with respect to tasks to be completed Respond to numerous inquiries and phone calls (.7); attention to case docket, recent filings, correspondence and documents and update indices and database accordingly (.9) Call with K. Larson-Young regarding Shields check and 0.7 549.50 Hours Amount

09/20/11 HEC

1.2

318.00

09/20/11 BDG

8.1

2,835.00

09/20/11 MHP

0.6

471.00

09/21/11 HEC

1.6

424.00

09/21/11 BDG

2.8

980.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000010 Page 7

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Progress Energy (.2); voicemail with B. Anderson regarding Donlen vehicle rejection motion (.1); review of critical dates timeline, comments and correspondence regarding same and revisions (.5); review of correspondence from B. Anderson regarding Donlen and prepare correspondence regarding same (.3); discussions with R. Poppiti regarding modifications to Singleton stipulation and review of same (.3); prepare further revisions to critical dates with M. Perkiel (.5); review of motion to file late filed claim by Girande (.4); conference call with M. Perkiel regarding administrative matters and Westminster (.4); correspondence with M. Perkiel in advance of 9/22 call (.1) 09/21/11 MHP Call with Jay Trungale in connection with miscellaneous matters including the status and disposition of the Westminster lease, the Omega related issues, identification of potential officers and other matters needed for identification in connection with the plan supplement, claims resolution process and plan confirmation process (.5); confer with Brett Goodman in connection with the critical dates and timeline both for internal and external purposes and for coordination with various courtestablished dates and various matters to be added or supplemented thereto (.5); work on and coordinate with Brett Goodman various revisions to the timeline and issue and receive emails in connection with same and interact with Wayzata counsel regarding the finalization of currently identified timelines (.9) Respond to and return calls to creditors and parties inquiring about various matters and notices (1.3); review docket and recent filings and update files and database accordingly (.7); send documents to Hollace Cohen as requested (.2); review email from M. Perkiel, attention to schedules and inquire with P. Deutch as to same (.3) Conference calls with B. Carlsen and M. Perkiel concerning timeline, determination motion and other pending matters including Westminster (1.3); call with D. Azman regarding regarding Girande and notices (.2); further discussions with H. Cohen and B. Carlsen regarding significant committee objections proposed in letter (.3) Conference with Brett Goodman and Ben Carlson in connection with miscellaneous pending matters and task assignments, including pleadings to be prepared, with respect to among other things the Westminster leases, rule 3018, executory contracts, real estate lease assumptions and other matters (1.3); confer with Hollace Cohen in connection with miscellaneous pending matters, including 1.9 1,491.50 Hours Amount

09/22/11 HEC

2.5

662.50

09/22/11 BDG

1.8

630.00

09/22/11 MHP

4.4

3,454.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000010 Page 8

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed the pleadings filed by the official creditors committee and the processing of the 3018 motion as well as with respect to other motions which may be needed prior to confirmation (.7); call with Brett Goodman and Ben Carlson in connection with further development of tasks and work assignments relating to various motions and analyses and assembly and circulation of documentation (.7); throughout the day, numerous calls and conferences in addition to the foregoing with Hollace Cohen, Brett Goodman and Ben Carlson regarding miscellaneous pending matters and forthcoming internal and court deadlines and critical dates for development of documents, assembly of information and processing of pleadings, as well as various administrative and coordination matters with local counsel, creditors committee counsel and Akin Gump, and receive and review and exchange numerous emails among them and others in connection with the foregoing (1.7) 09/23/11 HEC Return and respond to numerous calls from creditors and parties-in-interest (.5); attention to docket, files and database (.3) Conference with S. Alberino and H. Cohen, M. Perkiel and B. Carlsen regarding rejected lease claims, determination motion, Westminster and other rejections (.9); call with H. Cohen and M. Perkiel following up on claims and administrative call (.4); call with S. Liesinger regarding Kimberling action and correspondence with company regarding same (.2); call with R. Poppiti regarding outstanding administrative matters, pending motions, and claims issues (.4); correspondence to A. Whiteley and D. Rickman regarding Girande late filed claim and insurance (.3); correspondence regarding Kissimmee adequate assurance demand (.3); review of correspondence from MTV Real Estate (.1); discussions with R. Poppiti regarding late filed claim notice and re-noticing (.2); correspondence regarding creditor notices (.2); correspondence regarding Dwight Porter insurance request (.2); further correspondence regarding Kimberling (.2); follow-up correspondence regarding Anton Girande with D. Rickman (.2); prepare responsive correspondence to A. Schroeder regarding Chartis proceeds on water damage claim (.3); correspondence regarding Unruh (.2); further review and analysis of motion for late filed claim (.4); call with M. Perkiel regarding administrative matters and responses to various inquiries (.4) Confer with Brett Goodman in connection with miscellaneous pending matters and development and 0.8 212.00 Hours Amount

09/23/11 BDG

4.9

1,715.00

09/23/11 MHP

1.4

1,099.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000010 Page 9

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed continuing assembly of checklist for matters to be addressed prior to confirmation as well as open issues and allocation of tasks and assignments (.5); receive, review and respond to various emails as well as review accompanying attachments relating to miscellaneous pending matters and various items to be addressed within the current time frame targeting an October 31 confirmation, and work on the identification of present open items requiring immediate or near term attention (.9) 09/25/11 BDG Call with M. Perkiel to discuss and coordinate preparation of numerous plan related documentation, executory contract issues, claims work and reconciliation and other miscellaneous matters (2.0); correspondence to A.Whiteley regarding Unruh (.1); correspondence regarding Donlen (.1); prepare correspondence to B. Carlsen regarding Westminster (.1); prepare cursory review of executory contracts list from L. Armistead (.4) Review numerous emails, materials and schedules regarding an array of pending subject matters, topics and ongoing and needed tasks in preparation for call with Brett Goodman to discuss open matters and assignments of responsibility in connection with the processing of numerous substantive and administrative matters (1.2); confer with Brett Goodman and review on an item-by-item basis all presently known open issues, pleadings to be developed and tasks to be addressed in the coming weeks prior to the anticipated plan confirmation, and in connection therewith delegate various responsibilities internally for follow up with various parties (2.0) Send motion and order to M. Perkiel (.1); attention to case docket, recent filings, correspondence, files, indices and database and update accordingly (7); respond to and return numerous calls concerning status and ballots (1.6) Review of CRG letter and supporting documentation and correspondence regarding same (.2); correspondence regarding plan exclusivity extension (.1); correspondence regarding employment litigation summaries (.2); call with R. Poppiti regarding administrative, claims reconciliation and executory contract issues in advance of call with company (.3) call with M. Perkiel and R. Poppiti regarding Singleton stipulation (.4); conference call with M. Perkiel, H. Cohen, K. Eide, and committee counsel regarding Omega information discovery requests and determination motion (.7); call with R. Poppiti regarding confirmation documents and insurance implications on litigation claims (.3); review of L. Armistead payment history schedules for rents (.2); 2.7 945.00 Hours Amount

09/25/11 MHP

3.2

2,512.00

09/26/11 HEC

2.4

636.00

09/26/11 BDG

3.4

1,190.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000010 Page 10

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed review of agenda (.1); review and analysis of Girande lift stay motion (.3); call with R. Poppiti regarding same (.2); review of auto policy forwarded by D. Rickman (.2); prepare correspondence to M. Perkiel and R. Poppiti regarding Girande lift stay and possible proposals (.2) 09/26/11 MHP Lengthy call with Jay Trungale in connection with the creditors committee motion, the initiation of rule 3018 motions, the elements of the plan supplement to be filed on 10/21, review of organizational chart in connection therewith, forthcoming franchisees annual meeting in Las Vegas, and miscellaneous plan process matters and issues (.9); miscellaneous review of emails and materials recently accumulated in connection with miscellaneous pending matters, process, timing, allocation of responsibility and their undertaking and completion of various tasks (.8) Receive and respond to numerous calls and inquiries regarding ballots, status (1.6); attention to docket, recent filings, database and update accordingly (.6) Call with R. Mersky regarding Girande and Ippolito lift stay motion and late filed claim motion (.1); review and auto policy (.2); review and analysis of Chartis property policy provisions (.4); call with M. Perkiel regarding Girande and Edmond, OK claims (.2); call with R. Poppiti regarding Girande and exclusivity (.3); call with D. Rickman regarding same and policy provisions (.3); call to R. Mersky regarding proposed settlement (.2); call with M. Perkiel to follow-up on Girande (.1); meet with B. Hedaya to discuss progress on exclusivity motion (.2); review and analysis of current draft (.4); draft and prepare full initial draft of motion to extend plan exclusivity (2.9); review of Omega response to standing motion (.2); prepare initial revisions and edits to exclusivity motion (.4); review of debtors response to standing motion (.1) Receive and review and in some cases respond to miscellaneous emails regarding miscellaneous subject matter Respond and reply to numerous calls regarding ballots, procedures, case status (1.6); update files, database, review docket and recent filings (.7) Prepare further revisions to motion to extend exclusivity and correspondence regarding same (.4); court-call appearance for emergency hearing on standing motion (.3); review of R. Poppiti comments to exclusivity motion and prepare edits to same (.2); call with M. Perkiel regarding stipulation comments and Unruh (.3); review of B. Carlsen 1.7 1,334.50 Hours Amount

09/27/11 HEC

2.2

583.00

09/27/11 BDG

6.0

2,100.00

09/27/11 MHP

0.7

549.50

09/28/11 HEC

2.3

609.50

09/28/11 BDG

2.4

840.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000010 Page 11

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed first draft of 3018 template (.3); initial review and comment on updated template for 3018 motion (.4); call and communications regarding closing documents (.2); cursory review of email correspondence regarding confirmation briefs and findings of fact and conclusions of law (.2); correspondence regarding employment litigations (.1) 09/28/11 MHP Lengthy call with Jay Trungale in connection with current status of various matters and today's hearing regarding the committee's motion for standing, as well as discuss plan issues, miscellaneous Wayzata communications, exit financing process and documentation, franchisee program, Omega claims, claims objection and other pending matters (.8); receive and review and in some cases respond to miscellaneous emails in connection with miscellaneous administrative and coordinating matters with respect to current, near term and future forthcoming events, tasks and assignments (.7) Review miscellaneous emails, materials, documents, etc. relating to numerous pending matters and open files necessary to be addressed in the next month and identify, or, where appropriate, respond to open issues, the timing, process and completion of same and the coordination thereof Conference call with Unruh's counsel and M. Perkiel regarding counteroffer Receive and review and where appropriate respond to numerous emails received throughout the day on numerous topics regarding matters to be addressed as well as coordination and administration of various matters in progress Totals 1.5 1,177.50 Hours Amount

09/29/11 MHP

1.3

1,020.50

09/30/11 BDG 09/30/11 MHP

0.3 0.6

105.00 471.00

105.2

47,421.00

TIMEKEEPER TIME SUMMARY THROUGH 09/30/11 Initials Name HEC BDG MHP Cohen Goodman Perkiel Hours 19.6 57.4 28.2 Rate 265.00 350.00 785.00 Amount 5,194.00 20,090.00 22,137.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000010 Page 12

Perkins & Marie Callender's Inc. Case administration

FOR COSTS AND EXPENSES INCURRED THROUGH 09/30/11 Date Description Amount 12.77 9.56 1.85 12.77 6.38 6.39 3.20 167.22 20.15 144.74 55.52 1,015.25 Total: Total Fees & Costs: 1,455.80 $48,876.80

09/12/11 Computer Research 09/12/11 Computer Research 09/12/11 Computer Research 09/12/11 Computer Research 09/12/11 Computer Research 09/12/11 Computer Research 09/12/11 Computer Research 09/12/11 Computer Research 09/02/11 Meals and Entertainment 09/21/11 Meals and Entertainment 07/31/11 Professional Services 09/21/11 Travel Expenses

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000012 Page 13

Perkins & Marie Callender's Inc. Relief from stay/adequate protection

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Confer with Brett Goodman in connection with the Singleton lift stay motion as well as other potential lift stay motions by personal injury claimants (.3); conference call with Brett Goodman and Rob Poppiti in connection with the Singleton matter, other potential lift stay issues, and related landlord matters, and communicate with Liberty Insurance counsel regarding the retention/deductible issue (.4) Conference call with Brett Goodman and Andy Whiteley regarding the various matters implicating section 362 and its continued enforcement, including the Unruh, the Singleton lift stay motion, the California action and other pending matters (.6); call with Brett Goodman and Rob Poppiti and thereafter include counsel for Singleton to discuss company's view with respect to potential stipulation to limitedly lift the stay (.4); follow up conference call with Brett Goodman and Rob Poppiti to discuss process and procedure with respect to processing of the Singleton stipulation (.3) Confer with Brett Goodman in connection with the Unruh matter and the Oklahoma property damage issues and related insurance aspects (.2); conference call with Brett Goodman and Andy Whiteley in connection with the foregoing and the issues which have been raised, in particular as it relates to the scope of insurance coverage on the one hand and potential pre-petition insurance reimbursement payments which may have been received on the other hand (.4); follow up conference with Brett Goodman in connection with the Singleton motion and in particular the scope of a stipulation and/or full objection, subject to further discussion (.3) Conference call with Brett Goodman and Rob Poppiti in connection with the Singleton motion and objection to be filed as well as proposed stipulation to be drafted (.4); provide some input and communicate with Brett Goodman in connection with development of Singleton stipulation (.3); Miscellaneous communications regarding pre-petition actions, letters received from pre-petition litigant counsel, and the draft Singleton stipulation Revisit Pepsi contract rejection issue as it relates to alleged individual beverage contracts with various Perkins franchisees and communicate with Mark Vandebroek in connection with comparative review of purported agreements Conference call with Brett Goodman and Rob Poppiti to Hours 0.7 Amount 549.50

09/09/11 MHP

09/12/11 MHP

1.3

1,020.50

09/13/11 MHP

0.9

706.50

09/14/11 MHP

0.7

549.50

09/19/11 MHP

0.4

314.00

09/20/11 MHP

0.3

235.50

09/26/11 MHP

0.4

314.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000012 Page 14

Perkins & Marie Callender's Inc. Relief from stay/adequate protection

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed discuss the pending Singleton motion and proposed Singleton lift stay stipulation and various issues related thereto 09/27/11 MHP Confer with Brett Goodman in connection with various lift stay matters, review emails in connection with same and resume or begin initial review of proposed stipulations relating to stay modification Review various emails, proof of claim and other materials in connection with the Unruh matter and prepare for call tomorrow with claimant's counsel (.3); call with Andy Whiteley in connection with parameters for possible settlement discussion with Unruh counsel (.3); review and revise in part draft stipulation, as well as revisit prior documents and communications, in connection with the Singleton lift stay motion and forward comments to Brett Goodman and Rob Poppiti, and renew request of counsel of Liberty Insurance with respect to the insurance company's position regarding any deductible or retention with respect to this claim (1.1) Prepare for conference call with Unruh counsel and participate in conference call with them and Brett Goodman and make proposal with respect to potential resolution of the unfair discrimination claim asserted by Unruh, and receive and process follow up emails with respect to said settlement proposal (.4); miscellaneous communications with Rob Poppiti and Ben Schneider of Ropes and Gray in connection with the draft Singleton stipulation, and receive comments from Schneider and coordinate with Poppiti in coordination of same as well as additional changes for purposes of submitting to Singleton counsel next week (.3) Totals 0.9 706.50 Hours Amount

09/29/11 MHP

1.7

1,334.50

09/30/11 MHP

0.7

549.50

8.0

6,280.00

TIMEKEEPER TIME SUMMARY THROUGH 09/30/11 Initials Name MHP Perkiel Hours 8.0 Rate 785.00 Amount 6,280.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000014 Page 15

Perkins & Marie Callender's Inc. Meetings/communications w/creditors

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Correspondence with company and TECO Peoples Gas regarding adequate assurance demand Call with M. Perkiel in preparation for call with Unruh counsel (.1); conference call with M. Perkiel and Unruh counsel regarding bankruptcy claim and discrimination charge (.6); calls and correspondence regarding City of Modesto utility deposit demand (.4) Correspondence with company regarding Westminster utility demand Correspondence with D. Fields regarding Perkins site 1008 (.1); call with E. Anderton regarding TECO Gas (.1); correspondence with committee regarding objection extensions (.2) Call with counsel to landlord's counsel on water damage and remediation coverage issues and prepare correspondence to M. Perkiel regarding same (.5); followup correspondence and discussions regarding same (.3) Correspondence and communications regarding Township of Salisbury utility (.3); call with R. Poppiti regarding same (.2); correspondence with L. Armistead regarding payments of same (.2); follow-up correspondence with K. Ellis (.1); various calls and communications with C. Fowler, L. Armistead and R. Poppiti regarding utility bills and payment obligations under leases (.9); review of correspondence regarding PACA claims with respect to interest and fees and prepare correspondence regarding same (.3) Review of invoices and claims from Freshpoint and analysis of interest and fee issues (.3); review of correspondence regarding Unruh (.1); call with A. Whiteley and correspondence to Unruh's counsel regarding counter offer (.2); Various correspondence and communications with City of Modesto (.3); review of correspondence from company regarding Progress Energy (.3); call with R. Poppiti regarding same (.2); correspondence regarding City of Hastings utility request (.2); correspondence with committee regarding SOFA 3b (.1) Correspondence with City of Modesto and K. Larson-Young regarding same (.3); call with K. Eide regarding determination motion (.1); review of Township of Salisbury correspondence (.1) various calls and correspondence with Kissimmee utilities (.3); correspondence with committee Hours 0.3 1.1 Amount 105.00 385.00

09/02/11 BDG 09/06/11 BDG

09/09/11 BDG 09/12/11 BDG

0.2 0.4

70.00 140.00

09/13/11 BDG

0.8

280.00

09/15/11 BDG

2.0

700.00

09/16/11 BDG

0.6

210.00

09/19/11 BDG

1.1

385.00

09/21/11 BDG

1.0

350.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000014 Page 16

Perkins & Marie Callender's Inc. Meetings/communications w/creditors

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed regarding SOFA exhibits for claims analysis (.1); call with G. Loiselle regarding bankruptcy notices (.1) 09/22/11 BDG 09/23/11 BDG Call with KUA utilities Correspondence with company and K. Ellis regarding FreshPoint PACA claims and interest and fees (.3); correspondence regarding Kissimmee adequate assurance (.2); prepare correspondence and draft letter agreement with City of Modesto (.4) Prepare draft settlement letter to Kissimmee Utility Authority and schedule regarding same Correspondence regarding Shakopee deposit request (.2); call with Shakopee utilities regarding same (.2); call with D. Azman regarding Girande motions (.1); call with M. Perkiel and committee regarding response to standing motion and implications with Omega (.3); correspondence with K. Eide regarding standing motion (.1); correspondence with Kissimmee regarding letter agreement (.2); correspondence with City of Modesto and Kissimmee regarding letter agreements (.2) Discussion with R. Poppiti regarding Girande Ippolito stipulation (.1); correspondence with R. Mersky regarding same (.2); process and execute letter agreement with City of Modesto and KUA and prepare correspondence regarding same (.4); communications regarding TECO gas (.2) Totals 0.1 0.9 35.00 315.00 Hours Amount

09/26/11 BDG 09/27/11 BDG

0.5 1.3

175.00 455.00

09/28/11 BDG

0.9

315.00

11.2

3,920.00

TIMEKEEPER TIME SUMMARY THROUGH 09/30/11 Initials Name BDG Goodman Hours 11.2 Rate 350.00 Amount 3,920.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000015 Page 17

Perkins & Marie Callender's Inc. Fee/employment applications

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Attention to monthly statement and draft of third fee application for August 2011, schedules and exhibits thereto Calls with committee and review of CNO of committee fee application Continued work on third interim application, monthly statement, exhibits and schedules thereto Revise and update August fee application and email to M. Perkiel regarding same Correspondence regarding committee fee payments Call with M. Perkiel regarding monthly statement (.1); attention to same as requested by M. Perkiel (2.2) Attention to monthly statement for M. Perkiel as requested Attention to monthly statement for M. Perkiel and work on schedules and exhibits to fee application Review of final August bill and speak and coordinate with Harriet Cohen regarding ongoing revisions and modifications Discussions and emails with M. Perkiel; finalize August 2011 monthly statement, fee application, exhibits and schedules thereto and submit for filing Review revised interim fee application, including accompanying invoice and expense items, and communicate with Harriet Cohen several times in connection with the finalization of same and submission to Young Conaway for filing and service Totals Hours 4.3 0.3 3.9 0.3 0.1 2.3 1.6 1.6 1.4 Amount 1,139.50 105.00 1,033.50 79.50 35.00 609.50 424.00 424.00 1,099.00

09/12/11 HEC 09/12/11 BDG 09/13/11 HEC 09/14/11 HEC 09/14/11 BDG 09/20/11 HEC 09/21/11 HEC 09/22/11 HEC 09/22/11 MHP

09/23/11 HEC

2.9

768.50

09/23/11 MHP

1.1

863.50

19.8

6,581.00

TIMEKEEPER TIME SUMMARY THROUGH 09/30/11 Initials Name HEC BDG MHP Cohen Goodman Perkiel Hours 16.9 0.4 2.5 Rate 265.00 350.00 785.00 Amount 4,478.50 140.00 1,962.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000017 Page 18

Perkins & Marie Callender's Inc. Avoidance action analysis

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Review of 90 days payments on rejected leases from C. Fowler Totals Hours 0.2 0.2 Amount 70.00 70.00

09/13/11 BDG

TIMEKEEPER TIME SUMMARY THROUGH 09/30/11 Initials Name BDG Goodman Hours 0.2 Rate 350.00 Amount 70.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000018 Page 19

Perkins & Marie Callender's Inc. Assumption/rejection of leases/contracts

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Conference call with Brett Goodman and Kevin Eide regarding the Ace insurance program and the effective assumption thereof contemplated at confirmation and the language being proposed by Ace insurance counsel for the amended plan of reorganization, and coordinate thereafter with Brett Goodman finalization of language Review correspondence from Laurie Armistead regarding requests of GE and others for separate order concerning amendments to leases and discuss same with M. Perkiel Receive and review franchisee agreement for a sample of what may have been executed by franchisees in connection with the global Pepsi beverage supply agreement in juxta position to the master beverage agreement to ascertain respective responsibilities and responsibilities Email from L. Armistead regarding GE and other lease amendments (.1); emails to and from M. Perkiel and B. Goodman regarding same and correspondence from L. Armistead (.3); call with M. Perkiel regarding upcoming call on leases (.2); email from and call with J. Santarlasci regarding call on leases (.2); call from M. Perkiel and B. Goodman regarding call with J. Santarlasci (.3); participate in call with M. Perkiel, B. Goodman and L. Armistead (.6); review term sheet for amendments to Lease Agreement with GE Capital Finance and decision with M. Perkiel regarding same (.4); review notice of rejection of lease as revised (.2) Correspondence with L. Armistead regarding lease assumptions in connection with confirmation (.2); calls with M. Perkiel and H. Cohen in preparation for call with company regarding final lease assumptions and rejections (.3); cursory overview of certain lease amendment summaries and correspondence from L. Armistead (.5); conference call with L. Armistead, J. Santarlasci, H. Cohen and M. Perkiel regarding assumption issues, confirmation, rejections of executory contracts, and payments to landlords (.5); correspondence with L. Armistead and call with committee regarding lease documentation requests (.1); call with M. Perkiel regarding prior orders of the court and lease rejections on selective properties (.3) Confer with Hollace Cohen and Brett Goodman in preparation for call with Laurie Armistead and Joe Santarlasci (.3); participate in conference call with Laurie Armistead, Joe Santarlasci and Hollace Cohen and Brett Hours 0.3 Amount 235.50

09/02/11 MHP

09/08/11 HTC

0.2

157.00

09/09/11 MHP

0.7

549.50

09/12/11 HTC

2.3

1,805.50

09/12/11 BDG

1.9

665.00

09/12/11 MHP

2.5

1,962.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000018 Page 20

Perkins & Marie Callender's Inc. Assumption/rejection of leases/contracts

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Goodman to discuss and address various open issues regarding real estate dispositions, process and timing, as well as various elements of the filed amended plan relating to same (.7); follow up conference with Hollace Cohen regarding the foregoing (.3); receive and review proposed notice of rejection to be utilized in connection with the previously rejected leases as well as draft of term sheet in connection with the GE leases and forward comments to those documents to Laurie Armistead (.7); follow up call with Hollace Cohen in connection with the foregoing (.2); confer with Brett Goodman in connection with the retroactive nature of the previous rejections relating to the store closings which occurred immediately prior to the commencement of the chapter 11 cases (.3) 09/13/11 HTC Review correspondence regarding objection to motion to extend time for Debtors to assume leases based on section 365(d)(4) and discuss same with B. Goodman Review and prepare correspondence with L. Armistead regarding cure amounts Review correspondence from B. Goodman and M. Perkiel regarding rejection of Westminster lease, timing of same and documents required (.2); review correspondence from B. Goodman, M. Perkiel, J. Santarlasci regarding lease on store in Newark, Delaware (.1) Correspondence regarding Westminster lease rejection Emails with B. Goodman and deliver disk to Ropes & Gray as instructed Call with counsel to CNS Joint Venture regarding plan assumption and motion to extend time (.2); discussions regarding timing of notice for assumption and other additional amendments (.3) Review of Fresno Universal Park correspondence and call with R. Fairbank regarding same (.3); correspondence regarding letter from D. Pollack (.3) Review landlord inquiries and emails regarding post petition rents and the pending 365 extension motion (.3); confer with Brett Goodman in connection with the Fresno California location and landlord communications (.2); confer with Hollace Cohen in connection with the lease assumption and rejection process, the lease assumption procedures order, and the interaction thereof with provisions of the plan and plan supplement (.8) Discussion with M. Perkiel regarding Westminster lease 0.2 157.00 Hours Amount

09/14/11 BDG 09/15/11 HTC

0.2 0.3

70.00 235.50

09/15/11 BDG 09/16/11 HEC 09/16/11 BDG

0.3 1.0 0.5

105.00 265.00 175.00

09/19/11 BDG

0.6

210.00

09/19/11 MHP

1.3

1,020.50

09/20/11 HTC

1.7

1,334.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000018 Page 21

Perkins & Marie Callender's Inc. Assumption/rejection of leases/contracts

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed (.2); discussion with B. Goodman regarding missing information for notification of amended leases (.2); email from and discussion with J. Santarlasci regarding time for rejection of Westminster lease other lease other lease amendments and related matters (.4); correspondence to M. Perkiel regarding same (.1); discussion with M. Perkiel regarding same (.4); call with M. Perkiel and J. Trungale regarding Westminster lease and timing issues (.4) 09/20/11 BDG 09/21/11 HTC Various correspondence with L. Armistead regarding amendments and lease assumption and rejection list Discussion with B. Goodman regarding notices of lease assumption, and review correspondence between B. Goodman, L. Armistead and R Poppiti regarding lease (.3); review correspondence from K. Eide advising Wayzata requests immediate rejection of Westminster lease (.1) Correspondence with L. Armistead regarding lease amendments and redactions (.2); call with R. Poppiti regarding same (.2); further discussions internally regarding rejection list and correspondence regarding same (.3); call with R. Poppiti regarding Exhibit A and prepare correspondence regarding same (.2); discussions and correspondence regarding Westminster lease (.2); review of Exhibit A from L. Armistead to the Assumption Notice (.3) Confer with Brett Goodman in connection with the process and timing of any rejection motion or identification of lease rejections in the plan supplement as it relates to the Westminster facility (.5); miscellaneous emails in connection with the foregoing to identify the position of Wayzata with respect to the foregoing (.2) Reviewing file regarding the Westminster leases for rejection Correspondence from J. Santarlasci and J. Trungale regarding Westminster lease (.1); call with M. Perkiel regarding his call with J. Trungale regarding same (.2); call with J. Santarlasci and M. Perkiel (.3); follow up call with M. Perkiel regarding need to write S. Alberino for clarification (.2); review correspondence among B. Goodman, L. Armistead and M. Perkiel regarding amended leases (.2); discussion with M. Perkiel regarding separate lease rejection motion for leases in schedule of rejected executory contracts and leases (.2); review correspondence from L. Armistead regarding unwritten contracts and contracts that have expired or may be terminated (.2); send email to M. Perkiel regarding same and ability to have confirmation order cover rejected leases 0.3 0.4 105.00 314.00 Hours Amount

09/21/11 BDG

1.4

490.00

09/21/11 MHP

0.7

549.50

09/22/11 BRC 09/22/11 HTC

0.5 1.7

112.50 1,334.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000018 Page 22

Perkins & Marie Callender's Inc. Assumption/rejection of leases/contracts

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed and executory contracts (.3) 09/22/11 BDG Call with R. Poppiti regarding assumption notice and supporting documents and correspondence with L. Armistead regarding same (.3) review and analysis of Exhibit A and Exhibit B both unredacted and redacted and provide comments regarding same (.8); follow-up call with R. Poppiti and L. Armistead regarding comments to same (.3); review of Notice and comments to same with R. Poppiti (.4); review of revised Exhibit A and modifications to same (.3); correspondence with L. Armistead regarding sign-off and finalizing of exhibits (.2); further correspondence and calls with local counsel and Omni regarding service (.4); review and prepare notices with copies of all unredacted exhibits (.6) Receive and review and process miscellaneous emails in connection with the lease assumption process and the information being provided by the company and the processing of same with respect to the amended lease assumption procedures (.6); call with Jay Trungale in connection with the processing and timing with respect to the Westminster leases and the coordination of same (.3); conference call with Hollace Cohen and Joe Santarlasci to coordinate process with respect to resolution of the future maintenance of the Westminster leases and was advised by Santarlasci that the issues were now being addressed by Castle Harlan as well advised of the status of his prior negotiations (.5) Reading, reviewing, and unraveling the Westminster leases and assignments for determination of rejection (1.2); Conference with Brett Goodman, Hollace Cohen, Mitch Perkiel, and creditor's committee regarding the rejection of certain leases and the status of determination motions (1.5); editing the 3018 determination motion template for filing (0.6) Calls and correspondence with L. Armistead regarding additional lease rejections Revisit issues relating to the Eco-Lab executory contract as previously raised by Bobbie Mellard and call with Bobbie Mellard regarding same and the status of the pending rejection of the Pepsi beverage agreement (.9): in connection with the foregoing, review schedule of executory contracts to be assumed or rejected received yesterday in final form from Laurie Armistead and in connection with said review, identify issues therein relating to the Eco-Lab contract, and speak with Bobbie Mellard 3.3 1,155.00 Hours Amount

09/22/11 MHP

1.4

1,099.00

09/23/11 BRC

3.3

742.50

09/23/11 BDG 09/23/11 MHP

0.3 1.8

105.00 1,413.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000018 Page 23

Perkins & Marie Callender's Inc. Assumption/rejection of leases/contracts

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed regarding follow up with Laurie Armistead regarding same (.6); confer with Brett Goodman regarding the aforesaid recently received schedule of executory contracts to be assumed or rejected (.3) 09/26/11 BRC Preparing correspondence to Brett Goodman regarding status of Westminster motion to reject (0.1); Reviewing rejection and litigation claims (0.2); Conference call with company, M. Perkiel and R. Poppiti regarding Donlen contract and executory contract issues (.9); correspondence with L. Armistead regarding assumption orders (.1) Review schedules, emails and other materials in preparation for conference call with Laurie Armistead, et al (.7); conference call with Brett Goodman, Rob Poppiti, Laurie Armistead and Barbara Anderson to discuss various assumption and rejection executory contract issues, including the Donlen and Enterprise transition, the Ecolab situation, other executory contracts which may have either expired or been terminated or were verbal in nature, sublease/franchisee situations, Westminster and miscellaneous others (1.0); follow up conference with Brett Goodman regarding the foregoing (.2); confer with Hollace Cohen regarding her call from Joe Santarlasci regarding Westminster and his views regarding the partnership agreement among lower tier entities (.2) Review correspondence from B. Goodman to Committee regarding lease payment history Reviewing Schedules and Westminster Lease for lease rejection Motion Review of correspondence regarding informal cure amount objection and discussion with R. Poppiti regarding same (.3); review of fax from Marco Polo Inc. regarding cure amount and correspondence to L. Armistead regarding same (.3) Reading and analyzing Westminster building/ground lease with PK I, determining the bases for claims filed in regard to the Westminster property (1.0); drafting the lease rejection motion (1.1) Correspondence with L. Armistead and C. Fowler regarding cure amounts Receive and review amendment assembled by Laurie Armistead in connection with the Ecolab matter regarding the previous closure of numerous stores and the return of 0.3 67.50 Hours Amount

09/26/11 BDG

1.0

350.00

09/26/11 MHP

2.1

1,648.50

09/27/11 HTC 09/28/11 BRC 09/28/11 BDG

0.2 1.1 0.6

157.00 247.50 210.00

09/29/11 BRC

2.1

472.50

09/29/11 BDG 09/29/11 MHP

0.1 0.3

35.00 235.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000018 Page 24

Perkins & Marie Callender's Inc. Assumption/rejection of leases/contracts

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed certain equipment under the master lease and modification of master lease to exclude those stores and leave the remaining stores governed by the master agreement, and review prior emails and communicate with Laurie Armistead and Bobbie Mellard 09/30/11 BRC 09/30/11 MHP Reviewing and editing Westminster lease rejection motion (1.4); researching rejection of leases (0.6) Speak with Bobbie Mellard at length in connection with the status of Pepsi, Coke and Ecolab contract and recent amendment and the need to develop more comprehensive amendment and to file motion to assume the Ecolab contract, as amended Totals 2.0 0.4 450.00 314.00 Hours Amount

39.3

20,555.00

TIMEKEEPER TIME SUMMARY THROUGH 09/30/11 Initials Name BRC HTC HEC BDG MHP Carlsen Cohen Cohen Goodman Perkiel Hours 9.3 7.0 1.0 10.5 11.5 Rate 225.00 785.00 265.00 350.00 785.00 Amount 2,092.50 5,495.00 265.00 3,675.00 9,027.50

FOR COSTS AND EXPENSES INCURRED THROUGH 09/30/11 Date Description Amount 7.36 Total: Total Fees & Costs: 7.36 $20,562.36

07/31/11 Professional Services

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000020 Page 25

Perkins & Marie Callender's Inc. Non-working travel

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Travel to Wilmington Delaware for meetings in advance of 9/8 hearing Travel back to New York from Wilmington 9/8 hearing Traveling from Atlanta to New York Travel from New York to Atlanta Totals Hours 2.3 2.5 5.0 5.0 14.8 Amount 805.00 875.00 1,125.00 1,125.00 3,930.00

09/07/11 BDG 09/08/11 BDG 09/21/11 BRC 09/23/11 BRC

TIMEKEEPER TIME SUMMARY THROUGH 09/30/11 Initials Name BRC BDG Carlsen Goodman Hours 10.0 4.8 Rate 225.00 350.00 Amount 2,250.00 1,680.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000022 Page 26

Perkins & Marie Callender's Inc. Employee benefits/pensions/wages

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Conference call with Brett Goodman and Unruh counsel regarding status of claim and respective positions and potential scope of liability and claims Totals Hours 0.5 Amount 392.50

09/06/11 MHP

0.5

392.50

TIMEKEEPER TIME SUMMARY THROUGH 09/30/11 Initials Name MHP Perkiel Hours 0.5 Rate 785.00 Amount 392.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000023 Page 27

Perkins & Marie Callender's Inc. Financing/cash collateral

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Review DIP credit facility regarding proposed lifting of stay to allow litigation to proceed (1.2); draft correspondence regarding same (.3) Follow-up regarding issues Follow-up matters regarding Amendment No. 2 and related RSA amendment Totals Hours 1.5 Amount 1,035.00

09/10/11 MPP

09/13/11 MPP 09/14/11 MPP

0.4 1.3 3.2

276.00 897.00 2,208.00

TIMEKEEPER TIME SUMMARY THROUGH 09/30/11 Initials Name MPP Portnoy Hours 3.2 Rate 690.00 Amount 2,208.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000024 Page 28

Perkins & Marie Callender's Inc. Franchisee issues

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Call with Jay Trungale in connection with matters related and in preparation of his forthcoming meeting with California Marie Callender franchisees Review Beverage Sales Agreement between Marie Callender and Pepsi; analyze potential tortious interference claim; review cases regarding tortious interference claims against franchisor Totals Hours 0.2 Amount 157.00

09/02/11 MHP

09/24/11 MSV

1.2

660.00

1.4

817.00

TIMEKEEPER TIME SUMMARY THROUGH 09/30/11 Initials Name MHP MSV Perkiel VanderBroek Hours 0.2 1.2 Rate 785.00 550.00 Amount 157.00 660.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000025 Page 29

Perkins & Marie Callender's Inc. Tax issues

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Phone conference with Paul Schifani, Jeff Boyd and Steve Harrison regarding wrinkles to tax structuring (.6); revise tax disclosures (.7) Revision of tax discussion in plan disclosure document Phone conference with Hollace Cohen regarding revisions to tax discussion Phone conference with Howard Jacobson Review of revisions to tax sections suggested by Creditor Committee Discussion with M. Perkiel regarding estimated taxes Confer with Mark Goldsmith in connection with estimated taxes for 2011 emanating from the ConAgra pre-petition transaction Phone conference with M. Perkiel regarding estimated taxes Follow up review of various emails and confer with Mark Goldsmith in connection with the client's identification of a September 15 estimated 2011 tax payment and communicate with others in connection with the processing of same Miscellaneous emails in connection with the finalization of decision and acknowledgment by Wayzata of the potential payment of the California and Illinois estimated 2011 taxes Totals Hours 1.3 Amount 1,033.50

09/01/11 MAG

09/02/11 MAG 09/06/11 MAG 09/07/11 MAG 09/08/11 MAG 09/14/11 MAG 09/14/11 MHP

1.5 0.7 0.4 0.3 0.3 0.3

1,192.50 556.50 318.00 238.50 238.50 235.50

09/15/11 MAG 09/20/11 MHP

0.2 0.4

159.00 314.00

09/21/11 MHP

0.2

157.00

5.6

4,443.00

TIMEKEEPER TIME SUMMARY THROUGH 09/30/11 Initials Name MAG MHP Goldsmith Perkiel Hours 4.7 0.9 Rate 795.00 785.00 Amount 3,736.50 706.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000026 Page 30

Perkins & Marie Callender's Inc. Real estate issues

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Receive and review miscellaneous communications from various landlords and communications internally with respect to landlord obligations that certain proposed cure amounts are inaccurate, and for follow up by Laurie Armistead Totals Hours 0.3 Amount 235.50

09/30/11 MHP

0.3

235.50

TIMEKEEPER TIME SUMMARY THROUGH 09/30/11 Initials Name MHP Perkiel Hours 0.3 Rate 785.00 Amount 235.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000028 Page 31

Perkins & Marie Callender's Inc. Claims administration and objections

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Review correspondence M. Goldsmith and M. Portnoy regarding redomestication of California corporations to Delaware corporations and call with M. Portnoy regarding same (.3); send to M. Perkiel, discussion with M. Perkiel regarding his responding to A. Whitely regarding same (.1) Attention to preparation for meeting on claims Receive and review miscellaneous emails in connection with claims objection process as well as in connection with the solicitation and voting order and process Review correspondence from B. Goodman regarding claims (.1); review questions posed by Camille Fowler (.2); participate in conference call with M. Perkiel and B. Goodman and R. Poppiti regarding same (.8) Review of various correspondence regarding claims issue in preparation for conference call (.4); conference call with R. Poppiti, H. Cohen and M. Perkiel regarding claims objections related issues (.8); review of claims register reports and calls and correspondence regarding same (.8); conference call with R. Poppiti and C. Fowler regarding various claims reconciliation issues and questions for next steps (.8); review and analysis of rejection damage claim spreadsheets from C. Fowler (.2) Receive and review miscellaneous emails in connection with ongoing analyses of claims and the claims objection process and preparation for tomorrow's meeting with Wayzata and creditors committee representatives (.9); confer with Hollace Cohen regarding preparation for tomorrow's meting (.2); miscellaneous communications with Laurie Armistead and Karen Young in connection with lease rejection claims analyses and the breadth and scope of same, and receive and review analysis later in the day (.5); miscellaneous communications in connection with payments which may have been made in the ninety days prior to the commencement of the chapter 11 cases to landlords whose leases were rejected during the chapter 11 cases and receive and review said schedules (.3) Prepare for meeting at Akin regarding claims (.5); meeting at Akin with S. Alberino, M. Somerstein, M. Laber, R. Wallender, J. Degnan, B. Goodman, et al. regarding claim analysis and work to be done regarding objections to claims, etc. (1.6); call with M. Perkiel regarding same (.3); follow up discussions with B. Goodman regarding same and arrange for call with M. Perkiel (.3); review correspondence with J. Santarlasci regarding meeting and Hours 0.4 Amount 314.00

09/08/11 HTC

09/12/11 HTC 09/12/11 MHP

0.3 0.8

235.50 628.00

09/13/11 HTC

1.1

863.50

09/13/11 BDG

3.0

1,050.00

09/13/11 MHP

1.9

1,491.50

09/14/11 HTC

3.1

2,433.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000028 Page 32

Perkins & Marie Callender's Inc. Claims administration and objections

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed setting up call with Jay and respond to same (.2); call with K. Young regarding matters discussed at meeting regarding preparation of claim objections (.2) 09/14/11 BDG Meeting with restructuring support parties, creditors committee counsel and FTI concerning claims reconciliation and substantive claims objections and treatment issues (2.5); follow-up calls with R. Poppiti regarding issues discussed on meeting (.3); follow-up call with M. Laber of FTI (.1); call with H. Cohen regarding claims issues to be discussed (.2) Confer with Hollace Cohen in connection with claims administration and objection process Meet with M. Perkiel regarding emails from J. Santarlasci regarding update from meeting with Wayzata and Committee and to do list regarding claims and timing for same Review correspondence from S. Alberino, C. Fowler, et al. regarding first call regarding claims review Correspondence and communications regarding coordination of claims call (.2); conference call with the company and Omni in advance of claims reconciliation call (.5); call with CRG regarding late filed claims and disbursements (.2); call with creditor regarding matrix and dismissal of action (.1); call with P. Deutch regarding CRG claim (.1); correspondence regarding claims reconciliation (.3) Correspondence from and to J. Santarlasci regarding tomorrow’s hearing and status of pending motion (.2); discussion with B. Goodman regarding his attendance at hearing (.2); work on outline of treatment of claims issues (.9); discuss same with B. Goodman (.3); revise same and send outline to M. Perkiel for his comments and additions (.3); call with Company, Omni, M. Perkiel, and B. Goodman regarding claims reconciliation process (.6); call with B. Schneider, M. Laber, K. Eide, J. Newdeck, J. Belk of Wayzata, R. Poppiti, Camille Fowler and K. Young regarding claims reconciliation process and objection deadlines (.8); call with B. Goodman and M. Perkiel regarding plan issues and development of timeline (.4); review timeline prepared by Brett Goodman and attention to revisions to same (.3); review and analyze templates regarding committee standing to bring certain causes of actions (.4); review Committee demand letter and send to M. Perkiel (.4) 3.1 1,085.00 Hours Amount

09/14/11 MHP 09/15/11 HTC

0.3 0.4

235.50 314.00

09/16/11 HTC 09/16/11 BDG

0.2 1.4

157.00 490.00

09/19/11 HTC

4.8

3,768.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000028 Page 33

Perkins & Marie Callender's Inc. Claims administration and objections

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Call with R. Poppiti regarding status of claims reconciliation (.2); meet with H. Cohen regarding same (.1); conference call with Omni and company regarding status of claims review in advance of larger group call (.7); follow-up call with R. Poppiti (.1); conference call with FTI, committee, restructuring support parties and counsel thereto along with the company, local counsel, Omni and H. Cohen and M. Perkiel regarding claims reconciliation and various related matters for significant claims and objections (.8); conference call with M. Perkiel and H. Cohen regarding claims call and facilitation of process going forward (.4) Conference call with client in connection with the ongoing claims resolution process, timing, substantive and non substantive objections, and related issues generally and in particular in preparation for call with creditor constituency representatives (.7); participate in call with client representatives and creditor constituency representatives to discuss claims analysis, reconciliation and objection process and timing in connection with same (.8); follow up conference with Hollace Cohen in connection with the foregoing and process and timing (.4); receive and review numerous emails and materials and inquiries in connection with the claims reconciliation, resolution and objection process and the timing thereof (.9) Conference call with M. Perkiel regarding claims determination process (.3); conference call with S. Alberino, B. Schneider, M. Perkiel regarding demand letter, objections to claims, substantive and non substantive, etc. (1.2); discussion with R. Brady, R. Poppiti and M. Perkiel regarding local rule provisions regarding objections to claims, substantive and non substantive objections, etc. (.5); send email to B. Brady with draft emergency standing motion (.1); discussion with R. Brady regarding language in same (.2); review correspondence from B. Goodman regarding hearing on Singleton claim (.1); review information from C. Fowler regarding lease rejection claims (.2); review correspondence from R. Poppiti regarding late filed claim (.1) Confer with Hollace Cohen in connection with the letter received from the creditors committee regarding their standing and entitlement to bring on various objections and review letter and address with her various of the inconsistencies contained therein (.3); participate in conference call with Wayzata and creditors committee attorneys with respect to the claims process, analyses, reconciliation and timing (1.3); follow up conference with Hours 2.3 Amount 805.00

09/19/11 BDG

09/19/11 MHP

2.8

2,198.00

09/20/11 HTC

2.7

2,119.50

09/20/11 MHP

3.3

2,590.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000028 Page 34

Perkins & Marie Callender's Inc. Claims administration and objections

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Hollace Cohen with respect to the foregoing (.3); participate in conference call with Hollace Cohen and Bob Brady and Rob Poppiti to discuss claims reconciliation, resolution and objection process and timing with respect to same (.5); receive and review miscellaneous emails and various schedules as prepared and transmitted by client or Omni in connection with claims issues as well as in connection with a rule 3018 motion with respect to solicitation and voting procedures (.9) 09/21/11 HTC Participate in call concerning review claims with C. Fowler, M. Perkiel, S. Alberino, R. Poppiti, B. Schneider, K. Young (1.2); review schedules sent by Camille Fowler regarding claims $500,000 and larger claims (.3); review correspondence from B. Goodman regarding Akin request regarding convenience claims (.1) Calls with R. Poppiti and K. Eide regarding determination motions (.3); conference call with company, FTI, and committee counsel and counsel to the restructuring support parties on claims reconciliation (1.1); follow-up call with M. Perkiel, H. Cohen and R. Poppiti on committee standing motion and call (.4); follow-up discussions internally with H. Cohen and M. Perkiel on various claims related matters and scheduling (.5); calls with M. Perkiel and H. Cohen regarding reconciliation (.3); call with R. Poppiti regarding non-substantive objections and follow-up call with P. Deutch (.3); call with K. Eide regarding convenience class and correspondence regarding same (.2); call with P. Deutch regarding aggregation of claims under the convenience class (.2) Confer with Hollace Cohen in preparation for various calls today in connection with claims resolution, reconciliation, analyses, objections, rule 3018 motion and timing (.4); preparatory conference call with Hollace Cohen and Camille Fowler with respect to the foregoing and scheduled conference call with Wayzata and creditors committee counsel (.6); participate in conference call with Wayzata and creditors committee representatives to go through the current status and anticipated timing of completion of various claims reconciliation and analyses for purposes of the rule 3018 motion as well as substantive and non substantive claims objections (1.2); follow up conference with Hollace Cohen, Brett Goodman and Bob Brady with respect to the foregoing and relevant procedures and timing (.3); follow up calls with Hollace Cohen in connection with claims resolution and the emergency motion filed by the creditors committee with their seeking standing to bring 1.6 1,256.00 Hours Amount

09/21/11 BDG

3.3

1,155.00

09/21/11 MHP

4.8

3,768.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000028 Page 35

Perkins & Marie Callender's Inc. Claims administration and objections

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed on various claim objections and the allegations contained therein and the inconsistencies articulated therein based upon prior communications with the committee (.4); review pleadings filed and submitted to Judge Gross by the creditors committee in connection with the seeking of standing for the bringing of various claims and follow up call with Hollace Cohen in connection with same (.9); call with Paul Deutch in connection with obtaining various discrete schedules incident to the company's claim review, analysis and reconciliation process (.3); follow up call with Hollace Cohen in connection with the committee's motion regarding standing (.4); confer with Hollace Cohen and Brett Goodman regarding ongoing assembly and receipt of information and collection of data regarding the claims reconciliation and related processes (.3) 09/22/11 BRC Conference with Brett Goodman regarding Perkins deadlines, open items, immediate needs (0.8); Reviewing immediate need timeline and conference with Brett Goodman, Mitch Perkiel (1.2); Conference with local counsel regarding status of 3018 motions, litigation claims, rejection claims, and vendor claims (1.1); Researching 3018 determination motion (1.0); conference with Brett Goodman, Hollace Cohen, and Mitch Perkiel regarding 3018 determination motion and the viability of the claims against debtor (1.0); Editing 3018 determination motion template for filing (1.0); Reviewing rejection damage schedule and discussing with Brett Goodman and Mitch Perkiel (0.5) Conference with B. Carlsen regarding various Perkins cases and various deadlines and specific needs (.8); review of various correspondence regarding rejection damage schedules (.5); conference call with M. Perkiel, B. Carlsen, A. Whiteley and putative class litigation counsel regarding analysis and various strategies for determination of certain employment litigation claims (1.1); review of legal standards for determination motion and template for same (.4); discussions with B. Carlsen regarding legal standards in preparation for determination motion (.4); conference with H. Cohen, B. Carlsen and M. Perkiel regarding various claim reconciliation issues for objection and determination (1.0) At various times and throughout the day continue with ongoing review of claims reconciliation and claims resolution analyses and schedules as well as review and respond to numerous emails (.8); call with Camille Fowler with respect to the rejected leases, damage claims analysis 6.6 1,485.00 Hours Amount

09/22/11 BDG

4.2

1,470.00

09/22/11 MHP

3.1

2,433.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000028 Page 36

Perkins & Marie Callender's Inc. Claims administration and objections

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed and identify certain items that needed further consideration and review follow up schedule and eventually provide same to Akin Gump for their review (.4); participate in conference call with Andy Whiteley, Brett Goodman, California defense counsel and others to discuss the California litigations and the implications thereof to claims allowance, rule 3018 motion and voting and confirmation procedures, and request various information with respect to motions which will need to be filed (1.1); miscellaneous communications with Brett Goodman and Ben Carlson with respect to the rule 3018 and claims objection analyses, review and processing (.8) 09/23/11 BDG Call with committee counsel and H. Cohen and M. Perkiel regarding standing motion and determination motion (.7); meet with H. Cohen regarding determination motions and issues concerning same (.3); review of Texas Comptroller priority claim (.2); call with R. Poppiti regarding determination legal standards and case law (.1) Call with Jay Trungale to discuss miscellaneous pending matters and issues relating to claims administration and objection and in particular the recently filed motion by the official creditors committee with respect to processing claims and litigations as well as processing a rule 3018 motion (.3); conference call with Hollace Cohen and Scott Alberino to discuss the rule 3018 motion process, the identification of target claims, plan voting and confirmation implications and miscellaneous related matters (1.0); follow up conference with Hollace Cohen regarding the foregoing (.3); conference call with Ben Schneider and Andrew Devore and Hollace Cohen in connection with miscellaneous rule 3018 motion issues and allocation of responsibilities and forthcoming hearing (.5); conference call with John Demey, counsel for Omega and Hollace Cohen regarding his position with respect to the recently filed creditors committee motion and his intention to make informal discovery request with respect to the forthcoming hearing, and follow up conference with Hollace Cohen in connection with same (.4); receive and review Demey's request for information and discuss same with Hollace Cohen (.3); receive and review numerous emails and email exchanges between client, Brett Goodman, Rob Poppiti and others regarding certain late claims that were filed and other claims and matters relevant to the claims resolution process (.5) Review creditors committee 3018 motion for purposes of determining whether to respond or otherwise reply (.3); 1.3 455.00 Hours Amount

09/23/11 MHP

3.3

2,590.50

09/24/11 MHP

1.1

863.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000028 Page 37

Perkins & Marie Callender's Inc. Claims administration and objections

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed develop position statement with respect to same and provide same to Bob Brady for discussion (.4); confer with Bob Brady and make revisions to the position statement and thereupon circulate same to various interested parties (.4) 09/25/11 BDG 09/25/11 MHP Perform cursory review of duplicate claims objection exhibit, late-filed claims and amended and superseded Call with Hollace Cohen in connection with the pending creditors committee 3018 motion and certain matters to be followed up in connection therewith Conference with Mitch Perkiel, Hollace Cohen, and creditor committee regarding 3018 Determination Motions Drafting 3018 Determination Motion Correspondence with C. Fowler regarding convenience claims and schedule amendments (.2); review and analysis of committee's standing motion and supporting documentation in advance of hearing (.6); correspondence regarding no debtor and case claims and discussions with R. Poppiti regarding same (.3); review of R. Poppiti draft of objection to late filed, amended and duplicate claims (.4) Review ancillary materials as well as revisit committee motion, and dictate first draft of response on behalf of the debtor, the debtors to the committee's standing and determination motion (1.4); conference call with counsel for the creditors committee and Wayzata and Hollace Cohen to discuss the information request received from Omega counsel and the forthcoming hearing and strategic and timing issues related to the plan process generally (.8); follow up conference with Hollace Cohen in connection with the foregoing (.3); conference call with Hollace Cohen, John Demmy, and Jim Rubinstein, counsel for Omega, regarding their information requests and the position of the company and other constituencies with respect to same, and discuss possible ways of addressing same against the backdrop of the motion and the plan confirmation process (.7); follow up conference with Hollace Cohen in connection with the foregoing and the contents of a response to the committee standing motion (.3) Conference with Brett Goodman regarding the claims against which we are filing the 3018 motion (0.1); Reviewing and researching claims for determination purposes, receiving, analyzing list of claims (0.7); Researching list of claims to be objected to (for 3018 motion) by creditor committee, reading committee's motion 0.4 0.3 140.00 235.50 Hours Amount

09/26/11 BRC 09/26/11 BRC 09/26/11 BDG

0.7 0.3 1.5

157.50 67.50 525.00

09/26/11 MHP

3.5

2,747.50

09/27/11 BRC

3.8

855.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000028 Page 38

Perkins & Marie Callender's Inc. Claims administration and objections

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed for standing to bring objections (0.6); Email to Mitch Perkiel regarding the status of 3018 motion, solidifying the list of action items to be completed, and which ones are to be completed by the committee (0.2); Drafting 3018 Motion (2.2) 09/27/11 HEC 09/27/11 HTC 09/27/11 MHP Discussion with B. Goodman and attention to CDs with claims detail and addition to database Review correspondence from C. Fowler regarding ConAgra IP and related royalty claims Work on finalization of response to committee motion for standing and in connection therewith, review the cases carefully for applicability and standards (1.6); confer with Hollace Cohen in connection with the development of the response (.3); conference call with Brett Goodman and Andrew Devore after receiving and reviewing response filed by Omega counsel with respect to matters to be considered or addressed with respect to tomorrow's hearing on the committee's motion (.6); communications with Bob Brady with respect to the contents of the proposed response and make additional and further revisions, based, among other things, his comments and communicate with various parties and coordinate the filing of the response (1.0) Preparing draft of 3018 Motion for initial review by local counsel, drafting and sending email regarding 3018 motion (0.4); Reworking draft based on feedback from local counsel, researching deadlines and parties to notice, reviewing draft (2.6); drafting email to local counsel regarding the updates to the motion (0.1) Call with R. Poppiti to discuss determination motion and non-substantive claims objections (.3); follow-up correspondence with Omni regarding non-substantive objections (.1); correspondence with B. Carlsen and R. Poppiti regarding determination motion template and drafting (.2); call with committee regarding same (.1); conference call with R. Poppiti and M. Perkiel regarding determination motions and categories for estimation along with non-substantive objections (.4); call with B. Carlsen (.1) calls with R. Poppiti regarding books and records objections (.4); call with P. Deutch and R. Poppiti regarding same (.2); call with R. Poppiti to discuss determination motion template and exhibits (.2) Call with Bob Brady in connection with and in preparation for today's hearing on the committee's standing motion and provide him with background and substance of prior conversations with various parties (.5); conference call with 0.9 0.2 3.5 238.50 157.00 2,747.50 Hours Amount

09/28/11 BRC

3.1

697.50

09/28/11 BDG

2.0

700.00

09/28/11 MHP

1.7

1,334.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000028 Page 39

Perkins & Marie Callender's Inc. Claims administration and objections

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Brett Goodman and Rob Poppiti regarding the rule 3018 motion to be prepared by the company as well as various claims objections to be prepared as well and the substance, timing and coordination of same (.4); prepare for hearing and potential participation regarding the committee's standing motion (.3); call with Andrew Devore in connection with comments to the proposed order in the event of its submission to the bankruptcy court with respect to the standing motion (.2); participate in hearing with respect to the committee's standing motion at which hearing the order was approved and discussion ensued in connection with scheduling of various matters (.3) 09/29/11 BRC Reviewing draft of 3018 Motion by local counsel (0.3); Emailing Perkins counsel regarding litigation claims summaries for 3018 Motion (0.1); Reviewing overstated rejection damages claims (0.5); reviewing overstated litigation damages claims, adding litigation text to 3018 Motion, creating litigation exhibit for 3018 Motion (2.1); Researching and reviewing non-litigation books and records objections to claims (0.2); researching litigation claims for objection for 3018 Motion (0.8); Including individual litigation claims in the 3018 Motion (0.6); Determining status of B&R objection (0.2) Correspondence and call with T. Devitt regarding employment litigations and related claims (.3); correspondence regarding CRG timely claims (.1); correspondence with committee regarding 3018 motion (.1); various correspondence regarding preparation of determination motion (.3) Review and revise proposed joint defense privilege stipulation and circulate same internally for further comment (.4); review and revise draft motion under rule 3018 and circulate same internally for comments and discussion (.6); speak with Rob Poppiti regarding the 3018 motion and thereafter coordinate with him the distribution of same to creditors committee counsel for their coordination of their respective motion (.3); receive and review numerous emails to, from and among Brett Goodman, Rob Poppiti, Ben Carlsen, client and Omni representatives with respect to the numerous facets of the identification and development and completion of schedules needed to accompany the rule 3018 motion as well as with respect to non substantive objections as well as substantive books and records as well as litigation claims and various other claims which may be the subject of voting or claims disallowance (2.2) 4.8 1,080.00 Hours Amount

09/29/11 BDG

0.8

280.00

09/29/11 MHP

3.5

2,747.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000028 Page 40

Perkins & Marie Callender's Inc. Claims administration and objections

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Reviewing correspondence regarding the Determination Motion (0.2); Conference with Rob Poppiti, Brett Goodman, Mitch Perkiel regarding the status of the determination motion and additional follow-up calls in connectiontherwith (1.9); Conference with Camille Fowler regarding the relatedness of certain litigation claims (0.2); Conference with Tamara Devitt regarding litigation claims for the Determination Motion (0.2); Drafting correspondence regarding relatedness of certain litigation claims (0.3); Reviewing litigation claims for relatedness (0.5) Conference with Brett Goodman, conference with Andy Whiteley regarding the relatedness of certain litigation claims (0.2); Creating list of litigation claims for determination motion (0.3); Conference with Mitch Perkiel regarding objections to litigation claims (0.2); Editing the Determination Motion (0.4) Review of email correspondence regarding claim reconciliation and determination motion in advance of call (.5); conference call with M. Perkiel, B. Carlsen and R. Poppiti regarding determination motion with focus on rejection damages and employment litigation (1.2); further calls with B. Carlsen, M. Perkiel and R. Poppiti regarding books and records and Singleton stipulation (.8); call with A. Whiteley and B. Carlsen regarding claims reconciliation (.4); follow-up with B. Carlsen regarding same (.2) Throughout the morning, review numerous emails, attachments, schedules and draft motions in connection with the rule 3018 motion as well as non substantive objections as well as information and materials related to substantive objections, the California wage and hour litigations, and the claims asserted by landlords with rejected leases, and where appropriate, respond to same (1.1); conference call with Brett Goodman, Rob Poppiti and Ben Carlsen to review status and development and open issues in connection with the determination motion (.5); later in the afternoon, resume conference call with Brett Goodman, Rob Poppiti and Ben Carlsen to further advance and attempt to finalize the determination motion and the accompanying schedules and open issues related to same as well as other pending matters, and miscellaneous follow up as a result of the foregoing call (1.2); confer with Ben Carlsen in connection with his ongoing efforts to finalize the determination motion (.4); receive and review miscellaneous emails to or in connection with the foregoing claims administration and objection process, and review various revised schedules in connection therewith as well as the schedule as to the current status of voting, and Hours 4.4 Amount 990.00

09/30/11 BRC

09/30/11 BDG

3.1

1,085.00

09/30/11 MHP

4.4

3,454.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000028 Page 41

Perkins & Marie Callender's Inc. Claims administration and objections

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed miscellaneous follow up emails in connection with same (1.2) Totals 104.1 56,494.50 Hours Amount

TIMEKEEPER TIME SUMMARY THROUGH 09/30/11 Initials Name BRC HTC HEC BDG MHP Carlsen Cohen Cohen Goodman Perkiel Hours 23.7 14.8 0.9 26.4 38.3 Rate 225.00 785.00 265.00 350.00 785.00 Amount 5,332.50 11,618.00 238.50 9,240.00 30,065.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 42

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Call with M. Perkiel regarding terms of revised plan (.2); continued call with M. Perkiel and B. Goodman regarding logistics, projections, time for call (.2); call to M. Goldsmith regarding tax section, send email and discuss comments (.4); review revised draft of plan and note comments (1.1); discussions regarding same with M. Perkiel and B. Goodman in preparation for call (.6); respond to correspondence from J. Austin regarding timing of filing of amended plan (.1); call with K. Larson Young regarding projections, correspondence regarding revision and review revision (.4); respond to inquiries from J. Santarlasci regarding format of summary of significant assumption, etc. (.3); discussion with J. Santarlasci regarding need to change balance sheet projections (.2); correspondence and discussion with K. Larson regarding same (.3); attention to reformatting of Exhibit C (.4); send to J. Santarlasci (.1); respond to request from K. Eide for projections (.1); leave message to S. Alberino and send follow-up email regarding same (.2); participate in conference call with J. Newdeck, K. Eide, S. Alberino, M. Perkiel and B. Goodman regarding revised Plan and proposed revisions regarding same (1.5); participate in conference call with Ben Schneider, S. Alberino, et al. regarding role of Plan Administrator (.2); discuss issues regarding filing by Committee of suits against Development Agency counterparties, claim management, etc. proposed addition to disclosure statement (.5); discussion with M. Perkiel regarding Omni calculation of convenience claims and advise to J. Santarlasci regarding same (.2); review email from M. Perkiel to J. Santarlasci regarding convenience claims (.1); discussion with J. Santarlasci regarding same (.3); discussion with P. Deutch regarding balloting procedures for secured debt (.2); discussions with M. Portnoy regarding securities law and tax section and need to address structure (.4); discussion with J. Newdeck, M. Portnoy, B. Goodman, K. Eide, Erica Johnson and Bruce Mendelsohn regarding securities law section of plan (.4); calls with M. Goldsmith regarding additions to language of plan and tax section and attention to my comments and revisions to same (.9); work on review of latest draft Plan and disclosure statement and numerous discussions regarding same (3.4); correspondence with J. Newdeck regarding tax language and send same to J. Newdeck (.1); several discussions with B. Goodman regarding solicitation procedures (.4); call with Lars Peterson of Foley Lardner regarding distribution to Wilmington Trust, fee allowance and lien rights (.4); Review latest draft of Second Lien Term Hours 14.4 Amount 11,304.00

09/01/11 HTC

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 43

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Sheet (.4); review email from B. Goodman regarding call from J. Newdeck concerning sending draft disclosure statement to the Committee and respond to same (.2); telephone discussions with J. Newdeck and B. Goodman regarding same (.2) 09/01/11 BDG Review of R. Poppiti comments to revised solicitation procedures order and prepare revisions regarding same (1.2); calls with M. Perkiel and H. Cohen and correspondence with K. Eide regarding Plan versions (.2); call with R. Poppiti regarding solicitation order and revised plan (.3); review of modified plan and Akin comments (1.0): conference call with counsel to restructuring support parties and H. Cohen and M. Perkiel regarding revised Plan (1.5); call with W. Simkulak regarding ACE plan language (.1); follow-up correspondence regarding same and call with M. Perkiel (.2); draft and prepare further revisions to solicitation procedures regarding revised plan and treatment (1.4); follow-up discussions with H. Cohen and M. Portnoy (.2); call with R. Poppiti regarding procedures and Akin call (.4); prepare regarding mark-up (.1); conference call with H. Cohen and counsel to restructuring support parties regarding securities issues (.3); review of plan revisions in connection with filed disclosure statement and draft and prepare various revisions (1.6); calls with P. Deutch regarding solicitation procedures (.3); correspondence with B. Anderson regarding employee reductions for DS (.2); meet with M. Portnoy and prepare blackline revisions to disclosure statement for circulation to restructuring support parties, company, and committee (3.5); prepare and respond to various email correspondence regarding same (.4) Confer with Hollace Cohen early in the day in connection with date and comments and coordination of processing the amended plan and disclosure statement and the revisions received from Akin (.3); conference with Hollace Cohen and Brett Goodman regarding ongoing changes and amendments to the plan and disclosure statement (.2); receive and preliminarily review the Akin revisions to the amended plan and amended disclosure statement (.8); participate in conference call with Hollace Cohen, Scott Alberino, and others in connection with the comments received from Akin to the amended plan and disclosure statement and identify items of resolution and items requiring further consideration or correction (1.5); confer with Hollace Cohen regarding the various open issues and potential solutions remaining out of the earlier conference call with Akin (.7); confer with Brett Goodman regarding the 12.9 4,515.00 Hours Amount

09/01/11 MHP

7.1

5,573.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 44

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed disclosure statement and the Ace language and provide him with revisions as well as provide same to counsel for Ace (.4); miscellaneous calls and conferences and emails to and from Hollace Cohen, Brett Goodman, Mitch Portnoy and client, as well as from Akin and Ropes & Gray in connection with the ongoing amendments, changes, modifications, information requests and other matters relating to the ongoing nits finalize and file the amended plan and disclosure statement today (1.4); review continuing revisions, modifications and amendments to the amended plan and disclosure statement as a work in progress over the course of the afternoon and evening (1.8) 09/01/11 MPP Review and revise draft of tax language (.6); call with Mark Goldsmith regarding the same and then further revise same (.3); review draft of proposed amended plan (1.7); begin review of and revision to Disclosure Statement (3.6); conference with Brett Goodman to continue revision to Disclosure Statement (4.4) Correspondence to J. Trungale and J. Santarlasci regarding terms of amended plan (.2); call with M. Perkiel regarding same (.2); review and revise latest draft of disclosure statement (2.5); meet with M. Portnoy to discuss my comments and his questions regarding new terms and how to reflect $75 million of new financing issue regarding support for securities law exemption (.5); discussion with J. Newdeck regarding securities law exemption and attempt to reach Erica Johnson regarding same (.3); discussion with B. Goodman regarding solicitation procedures issues (.3); review latest draft of plan and consider issues in new provisions (1.4); discussion with J. Santarlasci regarding revised plan impact on financials and potential testimony at disclosure statement hearing (.4); discussion with M. Perkiel regarding preparation for disclosure statement hearing (.3); review Committee comments to plan (.2); numerous discussions with M. Goldsmith, M. Portnoy regarding tax language, and review and revise language and send to Aikin, review correspondence from H. Jacobson and address Aikin additional comments to tax section (1.8); correspondence in preparation for conference call with Committee and Wayzata counsel regarding Debtors’ final comments to Amended Plan (.2); discussions with M. Portnoy, B. Goodman regarding same (.4); conference call with J. Newdeck, K. Eide, M. Somerstein, B. Goodman and M. Perkiel regarding comments to latest draft of Amended Plan (.8); following up discussion with M. Perkiel regarding provision of plan regarding indenture trustees’ fees and expenses (.2); draft email to D. 10.6 7,314.00 Hours Amount

09/02/11 HTC

12.4

9,734.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 45

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Spelfogel, M. Somerstein and J. Newdeck proposing revised language for Plan (.3); discussion with M. Portnoy regarding Exhibits to Amended Plan and Disclosure Statement (.3); discussion with M. Portnoy regarding revisions to Disclosure Statement regarding taxes, plan revisions, etc. (.7); attention to review of Exhibits A and B to Plan and draft comment regarding draft Exhibit A (.5); review correspondence from M. Portnoy, J. Newdeck regarding comments regarding latest draft Amended Plan and Disclosure Statement and discussion with M. Portnoy regarding issues with respect to same (.4); review Akin additional comments to Plan and Disclosure Statement and discuss same with B. Goodman and send email regarding correction to Exhibit A to Amended Plan (.5) 09/02/11 BDG Prepare revisions to solicitation procedures order and ballots and correspondence to indenture trustee and restructuring support parties regarding same (.6); calls with K. Eide regarding ACE Insurance language and correspondence regarding same (.3); review of revised plan from Akin and meet with H. Cohen and M. Portnoy regarding same (.9); prepare revisions to ACE Insurance Program language, call and correspondence regarding same (.6); prepare further updated drafting of solicitation order reflecting changes to class treatment (.8); call with committee regarding comments (.2); correspondence with K. Eide and J. Newdeck regarding revisions (.2); further review of Plan and DS modifications (1.0); correspondence with Wilmington Trust regarding Ballots and Solicitation Order (.2); discussion with M. Perkiel regarding plan supplement and solicitation order (.3); meet with M. Portnoy regarding revisions to DS (.5); prepare further modifications and revisions to DS and solicitation procedures (1.1); call with J. Santarlasci (.1); conference call with committee and restructuring support parties regarding plan language (.6); further discussions with H. Cohen and M. Portnoy (.3); call with L. Armistead and M. Portnoy (.1); correspondence regarding solicitation procedures order and disclosure statement (.2); call with R. Poppiti regarding status of negotiations and documents in advance of filing (.4); continued work on final drafts of plan, disclosure statement and solicitation procedures order (2.2); review of restructuring support parties comments to Plan and DS and prepare modifications to same with M. Portnoy (3.3); further review and revisions regarding solicitation procedures, ballots, Plan and DS (2.3); correspondence and calls with restructuring support parties counsel and M. Portnoy (1.1); prepare plan, disclosure statement and solicitation procedures in final draft form for filing and coordinate filing 18.5 6,475.00 Hours Amount

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 46

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed with local counsel (1.2) 09/02/11 MHP Confer with Hollace Cohen on update on processing of amended plan and amended disclosure statement and open issues (.2); review revisions to amended plan and amended disclosure statement and solicitation order (1.1); confer with Brett Goodman in connection with the plan supplement process and certain references thereto in the solicitation order (.3); confer with Hollace Cohen in connection with the disclosure statement hearing agenda next week and the need for Santarlasci preparation in the event called upon as it relates to methodologies, assumption and process (.3); call with Jay Trungale to update him on the status of plan and disclosure statement amendment process and open issues and timing (.3); review numerous emails over the course of the afternoon in connection with ongoing changes to the plan and disclosure statement as requested by Troutman, Wayzata counsel or OCC counsel (1.3); late afternoon conference call with Hollace Cohen, Mitch Portnoy, Akin attorneys and Ropes & Grey, attorneys in connection with various open issues and language changes regarding the plan and disclosure statement (.7); call with Hollace Cohen in connection with open issues and ongoing revisions and changes (.3); review numerous emails and proposed language insertions and changes prepared or exchanged between Troutman and Akin in furtherance of efforts to finalize and file the amended plan, the amended disclosure statement and the solicitation order, which periodic review continued late into the night (1.1) Detailed review of draft Disclosure Statement circulated last night (3.1); review draft of Plan received last night (1.7); mark-up of Disclosure Statement (2.3); meeting with Brett Goodman to continue mark-up (2.2); further mark-up (1.4); conference with Hollace Cohen regarding her comments (.6); further revisions to Disclosure Statement (.3); review further comments received (1.6); discussion with Brett Goodman to revised draft (3.4); further email correspondence (.4); additional email correspondence received (.3); call with Brett Goodman and Akin (.5); followup emails (.7) Call with Brett Goodman to obtain update and identify any open issues which remained late into the night in connection with the filing of the amended plan and amended disclosure statement (.2); review in part the comprehensive changes, additions and modifications made to the amended plan and disclosure statement over the 5.6 4,396.00 Hours Amount

09/02/11 MPP

18.5

12,765.00

09/03/11 MHP

1.6

1,256.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 47

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed evening and as filed with the court as well as the solicitation order to identify any remaining issues or requisite follow up modifications, amendments, supplements or adjustments (1.4) 09/04/11 MHP Speak with Hollace Cohen and review emails and materials received by her this morning from Karen Young in connection with liquidation analysis and to confirm reconciliation of various numbers contained in disclosure statement and the exhibits thereto (.3); continue review of filed amended plan and disclosure statement to identify in advance and for discussions in the coming week any further changes, amendments or modifications which may be required (1.1) Review email from K. Larson Young responding to request from M. Laber of FTI and financial detail supplied (.3); discussion with M. Perkiel regarding issue in same regarding amount of general unsecured claims (.2); email to K. Young requesting questions posed by FTI and review same (.2); send same to M. Perkiel with comment (.2); review Exhibits C & D regarding changes need to conform to amount in information sent to FTI (.3); review of Disclosure Statement as filed and check on edits (2.2) Discussion with M. Perkiel regarding status of comments regarding projections and need to request comments from Creditors Committee (.3); meet with M. Portnoy regarding my comments on filed Disclosure Statement and his discussions with J. Newdeck and my comments on Plan (.4); call K. Young and leave message (.1); call with K. Young regarding calculation of claim issues (.3); send email to M. Perkiel regarding same (.2); review correspondence from R. Brady regarding response to objections (.2); correspondence regarding same (.2); review agenda for hearing on disclosure statement (.2); discussion with M. Perkiel regarding potential change to plan and convenience claim amount (.2); review correspondence from Spelfogel and M. Somerstein regarding Indenture trustee provision (.1); call P. Deutch and obtain sensitivity analysis with respect to claims below $2,500 (.2); call with P. Deutch and B. Goodman regarding clarification regarding same (.2); review language of plan related to same (.3); review sensitivity analysis and request B. Goodman ask Omni for calculation of aggregate amount of claims that are or may elect claims of $2,500 or less (.2); attention to review of revision of Committee recommendation with respect to Disclosure and review relevant provisions of Plan and revise same (.7); further discussions with B. Goodman 1.4 1,099.00 Hours Amount

09/05/11 HTC

3.4

2,669.00

09/06/11 HTC

8.9

6,986.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 48

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed regarding need for revised analysis to impact on claims (.2); review of same and send same to Wayzata (.3); attention to review of Wayzata revision to Committee recommendation for Statement (.2); call with M. Perkiel regarding same (.3); call with M. Portnoy requesting he revise same to include my and Wayzata comments (.2); review and comment on M. Portnoy revision (.2); send proposed revised language to J. Newdeck (.1); call with J. Newdeck regarding same and discuss open items (.2); call with J. Santarlasci regarding his call with S. Alberino regarding reduction in convenience claim amount (.3); send email to S. Alberino regarding open items and review his responses to same and continued dialogue regarding same (.4); review Committee comments to tax section of disclosure statement and forward to M. Goldsmith (.2); review comments and questions from M. Goldsmith regarding same (.2); correspondence with M. Goldsmith and committee counsel regarding same (.2); attention to review and analysis objections to disclosure statement in preparation for discussions with counsel to objectors to Disclosure Statement (.2); review agenda responses to same (.2); discussions with B. Goodman and M. Perkiel regarding analysis of Omega objection to disclosure and proof of claim correspondence to and call with R. Brady regarding same (.7); attempt to reach counsel to Omega (.2); set up call for Wednesday with Omega counsel and attention regarding same (.2); correspondence and call with J. Newdeck regarding status of Wayzata sign off on revised committee recommendations (.3); send revised Committee Statement to M. Somerstein and B. Schneider (.1); review correspondence with S. Alberino, M. Somerstein, M. Perkiel regarding same (.2) 09/06/11 BDG Meet with H. Cohen and M. Portnoy regarding certain additional disclosure statement modifications (.3); calls and consideration regarding modifications to convenience class with H. Cohen and Omni (.5); review of committee recommendation (.2); review of restructuring support parties comments to same (.3); review and analysis of committee revisions to disclosure statement (.8); meet with H. Cohen and calls with M. Perkiel regarding committee revisions, plan and disclosure statement modification, sensitivity analyses and objections (2.2); review of sensitivity analyses for convenience class and correspondence with Omni and restructuring support parties and modifications to same (.5); review of Troutman revisions to committee recommendation language (.2); conference calls with M. Perkiel, R. Brady and H. Cohen regarding various disclosure statement modifications, 6.6 2,310.00 Hours Amount

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 49

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed agenda issues, preparation for 9/8 hearing and objections to be addressed (1.1); follow-up discussions with M. Portnoy and H. Cohen regarding next steps (.2); follow-up call with H. Cohen and J. Newdeck and correspondence regarding same (.3) 09/06/11 MHP Confer with Hollace Cohen early in the day regarding ongoing effort to identify any additional changes, amendments and modifications to the plan and disclosure statement and any exhibits thereto in anticipation of the forthcoming disclosure statement approval hearing (.3); call with Scott Alberino in connection with proposed modification to the treatment and nature of convenience claims under the plan (.2); confer with Hollace Cohen and Brett Goodman in connection with ongoing amendments to the plan and disclosure statement and the exhibits thereto, including follow up on issues including the recharacterization of convenience claims and identification of rejection claims (.6); follow up conference with Hollace Cohen regarding ongoing revisions to the disclosure statement (.4); conference call with Hollace Cohen, Brett Goodman and Bob Brady regarding ongoing and further revisions to the disclosure statement, the objections to the disclosure statement including the Omega objection, the creditors committee recommendations, the financial exhibits to the disclosure statement, development of an amended agenda, and related topics (.8); receive, review and respond where necessary to miscellaneous emails regarding ongoing revisions and changes being proposed and exchanged among Troutman, Akin Gump and Ropes & Gray with respect to various aspects of the disclosure statement and plan (.9); miscellaneous follow up calls with Hollace Cohen and/or Brett Goodman in connection with ongoing and continuing changes and modifications and revisions to the substance and language of the proposed amended plan and disclosure statement (1.1) Begin review of filed copies of Disclosure Statement and Plan (1.3); conference with Brett Goodman regarding same (.2); meeting with Hollace Cohen to discuss open items (.4); continue review of materials (.9); correspondence to Paul Hastings regarding Disclosure Statement and Plan (.1); continue review of Disclosure Statement (2.1); review and revise OCC text regarding recommendation including conference with Hollace Cohen and call with Mitchel Perkiel (1.2); further conference with Hollace Cohen (.3); revise Disclosure Statement draft to incorporate comments received (2.2) 4.3 3,375.50 Hours Amount

09/06/11 MPP

8.7

6,003.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 50

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Review correspondence between S. Alberino and M. Somerstein regarding language of committee recommendation and Ropes and Gray additional comments regarding tax section to M. Goldsmith, et al. (.3); review draft revisions to agenda (.2); correspondence and call with M. Perkiel regarding language of agenda and open items and preparation for hearing (.3); meet with B. Goodman regarding status of negotiations regarding amount of convenience class claim (.3); discussion with M. Portnoy regarding same relative to amendment of Plan and Disclosure Statement regarding same (.2); discussion with B. Goodman and M. Portnoy regarding Committee request to increase General Unsecured Claim Cap and effect on financials (.4); call with R. Brady, J. Demmy, B. Goodman regarding response to Omega objection (.6); dinner meeting with M. Perkiel, B. Goodman, R. Brady and R. Poppiti to prepare for disclosure statement hearing (2.2); review correspondence from H. Jacobsen regarding new tax language (.1); call with Committee counsel and K. Eide regarding open issues regarding tax descriptions and debtors’ response to their language regarding objections and causes of action (.3); review mark up from Akin regarding committee language (.2); discussion with M. Goldsmith regarding his need to review tax section (.1); send email to B. Schneider requesting current redline of Plan (.1); call from J. Augustin regarding copy of disclosure statement order (.1); review further committee comments to tax section, correspondence with M. Goldsmith and M. Portnoy (.1); attempt to reach attorney for Tri-State concerning their objection and leave message (.1); attempt to reach counsel to National Retail and leave message (.1); call with Christine Thompson counsel to Inland Properties regarding withdrawal of her client’s objection (.3); correspondence with S. Alberino regarding increase in Cash Cap Amount and related revisions to Disclosure Statement projections value to section (.2); correspondence with K. Larson-Young and J. Santalasci and call with K. Larson-Young regarding revisions to Exhibits C&D based upon claim numbers and add J. Santarlasci to call, discuss impact of change in convenience claim amount on amount necessary to be borrowed and changes to financial projections regarding same call (.5); meet with M. Portnoy and review revisions to Disclosure Statement and Plan (.9); call from J. Santarlasci regarding status of objections and regarding hearing (.3); call with K. Larson regarding revised claim calculation and revisions to projections and liquidation analysis (.3); review revised projections and liquidation analysis and show to M. Portnoy (.3); further Hours 12.4 Amount 9,734.00

09/07/11 HTC

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 51

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed discussion with K. Larson regarding need for Exhibit D Liquidation Analysis text (.3); call with M. Portnoy regarding same and regarding call with Karen and potential impact on Exhibit D (.2); review correspondence from J. Demmy requesting inserts to Disclosure Statement (.2); correspondence from M. Perkiel regarding comments of Omega Trust received from J. Demmy (.2); correspondence from and to J. Santarlasci regarding hearing on Disclosure Statement (.1); meet with M. Perkiel, R. Brady, R. Poppiti and B. Goodman regarding analysis of Omega Trust comments and preparation for upcoming Disclosure statement hearing (1.1); review further comments from B. Schneider regarding Second Amended Plan language (.1); correspondence with P. Deutch regarding DTC participants’ list (.1); travel to Delaware – non-working time (1.0); review Omega Trust proposed revisions with B. Goodman and call B. Schneider with B. Goodman and discuss Committee’s view on Omega Trust proposed revisions and additions to Disclosure Statement (.3); discussion with B. Goodman and K. Eide regarding Restructuring Support Parties’ view regarding response to Omega language (.3) 09/07/11 BDG Call with M. Perkiel regarding agenda, Omega and other administrative matters (.2); communications with restructuring support parties regarding revisions to DS and Plan (.2); calls with H. Cohen regarding agenda and modifications (.2); discussions with M. Portnoy regarding same (.1); conference call with R. Brady, H. Cohen, R. Poppiti and counsel to Omega regarding objections to DS (.5); conference call with committee and restructuring support parties regarding DS modification (.4); further calls and correspondence regarding DS and Plan modifications with counsel and M. Portnoy and H. Cohen (.6); review of agenda and conference call with R. Poppiti regarding agenda and amendments (.3); call with J. Santarlasci, H. Cohen and K. Larson-Young regarding modifications to DS and Plan and analysis (.4); correspondence regarding cash cap amount (.3); calls to counsel for objecting landlords and Tri-State (.4); prepare second amended solicitation procedures order and ballots with modifications (1.2); call with M. Perkiel regarding Omega (.2); review and analysis of certain provisions of DS relating to Plan Supplement documents and prepare memorandum regarding same (.6); meet with H. Cohen and calls with B. Schneider and K. Eide regarding Omega comments and Committee and Restructuring Support Party revisions (1.0) Confer with Brett Goodman regarding the open objections 6.6 2,310.00 Hours Amount

09/07/11 MHP

7.1

5,573.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 52

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed to the disclosure statement (.3); follow up communications with Hollace Cohen regarding ongoing changes and amendments to the disclosure statement and plan and open issues relating to the existing objections to disclosure statement (.3); call with Jay Trungale in connection with coordination of disclosure statement approval process and status thereof (.2); prepare for disclosure statement hearing tomorrow and review in connection therewith latest series of most current changes, amendments and modifications to the proposed final version of the disclosure statement and plan as well as the proposed solicitations and scheduling order and the objections that have been formally or informally filed (2.9); receive and review numerous emails by and among to and from, among others, Troutman, Akin and Ropes & Gray attorneys as well as client, in connection with collective efforts to finalize language and elements of the disclosure statement and plan and the exhibits thereto for purposes of presentation to the court tomorrow (1.2); dinner meeting with Hollace Cohen, Brett Goodman, Bob Brady and Rob Poppiti to review status and to coordinate and prepare for tomorrow's disclosure statement approval hearing (2.2) 09/07/11 MPP Revise Disclosure Statement to give effect to comments received including identifying conforming changes needed elsewhere (3.2); meeting with Hollace Cohen to discuss the same (.6); review additional comments received (.4); further revisions to Disclosure Statement (2.7); meeting with Brett Goodman to coordinate efforts (.4); continue meeting with Hollace Cohen (.6); continue meeting with Hollace Cohen (.2); prepare materials for distribution including correspondence regarding same (.4); review additional comments received including follow-up to same (.7) Work on script for hearing on approval of disclosure statement (1.5); discuss same with M. Perkiel (.3); meet with J. Santarlasci, R. Brady, R. Poppiti, M. Perkiel, B. Goodman, S. Alberino and B. Schneider regarding revisions to disclosure statement and financial exhibits C & D in preparation for hearing (3.0); meet with J. Demmy regarding Debtors’ response to his proposed revisions and further discussion with M. Perkiel regarding same (.3); attend hearing on disclosure statement (1.1); discussion with counsel to National Retail and Tri-State concerning withdrawal of their objections to claims (.2); meet at Young Conaway with M. Perkiel, B. Goodman counsel to Restructuring Support Parties and make revisions to language of Disclosure Statement requested by various parties and obtain signoff from Committee and 9.2 6,348.00 Hours Amount

09/08/11 HTC

11.3

8,870.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 53

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Restructuring Support Parties regarding same and send to M. Portnoy (1.8); calls with M. Portnoy and K. Young revisions to Exhibit C (projections) and D (liquidation analysis) (.4); travel to New York (2.3); send Second Amended Plan to Committee counsel J. Demmy, M. Perkiel and J. Santarlasci (.2); send same to J. Trungale (.1); review correspondence from P. Deutch (.1) 09/08/11 BDG Meet with R. Poppiti and coordinate and prepare updated second amended Plan, DS and Solicitation Procedures Order for 9/8 hearing (3.0); attend hearing before Judge Gross on Disclosure Statement approval (1.8); meet with H. Cohen, M. Perkiel, K. Eide and J. Newdeck to prepare additional edits and revisions including additional language addressing Omega Trust objections and further meetings and discussions regarding same (3.2); correspondence regarding same with M. Perkiel, M. Portnoy and H. Cohen (.3); correspondence regarding coordinate of filing of Second Amended Plan, DS and Solicitation Order (.2) Early morning review of emails processed over the course of the evening and review language changes, documents and materials relating to the ongoing revisions, modifications and amendments to the documents in preparation for today's disclosure statement approval hearing (1.4); breakfast meeting with Hollace Cohen to review and prepare for today's hearing and proceed to court to meet with various constituencies and attempt to resolve all open issues (1.3); arrive at court and meet with various of the constituencies prior to the hearing to resolve open issues and obtain agreement on various last minute changes and modifications and thereafter participate in disclosure statement approval hearing at which the second amended disclosure statement was tentatively approved (1.5); meet at the offices of Young Conaway with Akin representatives, Hollace Cohen, Brett Goodman and Young Conaway attorneys to collaborate on changes and modifications as described in court and as identified in the last couple of days to the disclosure statement and plan as well as to the solicitation order (3.0); review miscellaneous emails and drafts and excerpts for potential inclusion in the disclosure statement and plan and further review and mark and modify by various of the constituency representatives (1.3) Final revisions to Disclosure Statement and Plan in preparation for Disclosure Statement hearing including calls to Brett Goodman and a call to Hollace Cohen (both in Delaware) (2.6); follow-up call with Hollace Cohen 8.5 2,975.00 Hours Amount

09/08/11 MHP

8.5

6,672.50

09/08/11 MPP

5.3

3,657.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 54

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed regarding results of hearing (.2); call with Hollace Cohen to discuss tax disclosure (.3); review comments received and revise Disclosure Statement (.8); call with Hollace Cohen regarding same (.4); further revisions (.6); circulate documents (.4) 09/09/11 HTC Review comments from J. Demmy regarding Second Amended Plan (.2); work on revisions to Plan and Disclosure Statement (.5); meet with M. Portnoy regarding same (.3); call K. Larson-Young with B. Goodman regarding revisions to financial projections and issues regarding same and need to request DTC position lists for Senior Secured Notes and Senior Notes (.3); send revised financials to K. Larson and J. Santarlasci (.2); call with K. Larson and J. Santarlasci regarding approval of same (.3); attention to email to Akin team and B. Schneider forwarding revisions to disclosure statement and correspondence with J. Newdeck regarding same (.3); discussion with B. Schneider regarding same (.2); send revised financial exhibits and telephone call with K. Eide regarding same (.2); send email to J. Demmy regarding proposed revisions to Disclosure Statement responsive to his comments (.2); call J. Demmy regarding same and leave message (.1); review email from J. Demmy approving same (.1); call from J. Santarlasci regarding press release and status of order approving disclosure statement (.3); discussion with M. Perkiel regarding same (.3); review correspondence from P. Deutch (.1); discussion with B. Goodman regarding filing of Second amended Plan and Disclosure Statement and attention to same (.4) Coordination and preparation of signature pages for Second Amended Plan (.2); discussions with M. Portnoy regarding modifications to DS based on Omega comments (.4); meet with H. Cohen and review of Omega correspondence and final comments (.5); correspondence with restructuring support parties and committee for final sign off to modifications (.5); various discussions and communications and correspondence regarding final modifications (.9); call with H. Cohen and J. Santarlasci regarding DS modifications and final exhibits (.3); correspondence and discussions regarding same for filing (.3); meet with M. Portnoy and prepare final second amended plan and DS and blacklines for filing (.8); prepare final second amended solicitation procedures order and blacklines for filing (.5); calls and correspondence with R. Poppiti regarding service (.3); review and analysis of order from court (.3); calls and correspondence with Omni concerning forms for solicitation (.3); prepare solicitation 4.0 3,140.00 Hours Amount

09/09/11 BDG

7.1

2,485.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 55

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed versions of solicitation packages and notices and ballots for Omni and correspondence regarding same (1.8) 09/09/11 MHP Confer with Hollace Cohen in follow up to yesterday's activities and the status of ongoing amendments, language changes and completion of the amended plan and amended disclosure statement as well as the proposed order for submission today to the court for approval (.3); follow up conference with Hollace Cohen in connection with the foregoing (.3); receive and review miscellaneous emails in connection with the ongoing processing of the amended plan and the amended disclosure statement and approval order as well as in connection with the assembly, noticing and processing of same upon entry of the approval order (.8); in connection with the foregoing, as and when received, review proposed final changes to the amended plan and amended disclosure statement in contemplation of filing same (.4) Additional revisions to Disclosure Statement (.7); conference with Hollace Cohen regarding the same (.4); final revisions and preparation of filing materials (2.7) Receive and review numerous emails, as well as proposed language changes, to the various documents to be incorporated and included within the solicitation/voting package to be finalized and distributed to creditor constituency later in the week Review correspondence from J. Santarlasci and M. Perkiel regarding Colburne (.1); review correspondence between R. Poppiti and P. Deutch, et al. (.2) Review correspondence edits to ballots and other materials (.2); correspondence from K. Larson-Young regarding DTC position list and review same (.2); call K. Larson-Young regarding status of DTC position list for Senior Notes and need for same (.2); forward DTC position list for Senior Secured Notes to P. Deutch (.2); call D. Spelfrogel and leave message (.1); call with L. Peterson regarding need to obtain list through Wilmington Trust (.2) Review of Omni forms of ballots and notices and correspondence regarding same for approvals (.9); followup discussions with R. Poppiti (.2); review of master ballots and revisions to notices and updated individual ballots (.5); follow-up calls and correspondence regarding same (.2); final review of solicitation versions from Omni and correspondence and communications regarding sign-off of same with Omni and R. Poppiti (.6) 1.8 1,413.00 Hours Amount

09/09/11 MPP

3.8

2,622.00

09/10/11 MHP

1.1

863.50

09/11/11 HTC

0.3

235.50

09/12/11 HTC

1.1

863.50

09/12/11 BDG

2.4

840.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 56

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Discussion with Lars Peterson regarding Wilmington request that Perkins obtain the DTC position list (.2); discussion with K. Young regarding contacting DTC (.2); follow up emails and discussions with K. Young regarding same (.2); attempt to reach Horace Daly at DTC and leave message (.1); calls with P. Deutch, B. Goodman regarding same (.3); correspondence to Laurie Armistead and K. Young regarding provision of Plan relating to indenture trustee fees (.3); correspondence from K. Young regarding same (.1); review correspondence from and to J. Austin regarding Disclosure Statement Order (.1); review correspondence to K. Larson inquiring regarding email from Wilmington Trust that CUSIP not DTC eligible (.1) Discussions regarding DTC participants for solicitation Discussion with B. Goodman regarding need to check on status of DTC position list for Senior Notes (.1); calls with P. Deutch regarding same (.3); correspondence from K. Young regarding same (.1); call Jennifer Anderson and leave message (.1); review correspondence from P. Healy and call and leave message (.2); call with Mac Gregor of DTC (2x) and send signed Tripartite Agreement to Mac Gregor (.3); correspondence with J. Anderson forwarding executed Tripartite (.1); correspondence with D. Spelfogel (.2); calls with D. Spelfogel regarding inability for Wilmington to get DTC list (.4); call with B. Goodman regarding same (.2) Meet with H. Cohen regarding solicitation and DTC participants for senior notes (.3); calls and correspondence with P. Deutch regarding same (.2) Receive and review miscellaneous emails and materials in connection with voting and solicitation and claims review and analysis as it relates to the voting process Meeting with Brett Goodman (joined in part by Hollace Cohen) to discuss results of meeting and status of Plan confirmation process Meet with M. Perkiel to discuss regarding issues regarding impact of claims on voting and cramdown and call of S. Alberino with J. Trungale and J. Santarlasci concerning Wednesday meeting with Committee claims and causes of action (.7); discussion with retiming for call with J. Santarlasci and J. Trungale to update on claims, leases, etc. (.2); discussion with B. Goodman regarding setting up call and attention to correspondence regarding same (.3); review correspondence from D. Spelfogel regarding DTC list (.1); discussion with B. Goodman regarding Omni Hours 1.6 Amount 1,256.00

09/13/11 HTC

09/13/11 BDG 09/14/11 HTC

0.2 2.0

70.00 1,570.00

09/14/11 BDG

0.5

175.00

09/14/11 MHP

0.7

549.50

09/14/11 MPP

0.4

276.00

09/15/11 HTC

2.0

1,570.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 57

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed review of same and review correspondence regarding same (.2); email from L. Peterson of Foley regarding DTC list corrected version and discussion with B. Goodman regarding review of same (.3); review correspondence from P. Deutch regarding his review of DTC list and respond to concerning his question regarding Goldman LP (.2) 09/15/11 BDG Calls with H. Cohen regarding DTC participant list (.2); correspondence with P. Deutch regarding same and solicitation (.3) Confer with Hollace Cohen in connection with miscellaneous plan processing and plan confirmation matters (.7); speak with Jay Trungale in connection with plan process and timing and recent communications (.2) Discussion with M. Perkiel regarding STN standing motion for Committee to bring affirm other counsel of action against Omega Trust, et al. and prepare for conference call with J. Trungale, etc. (.2); conference call with M. Perkiel, B. Goodman and J. Trungale regarding update on meeting with Committee and Wayzata, Westminster Lease rejection, etc. (.5); call with B. Goodman to J. Santarlasci and correspondence with J. Santarlasci regarding update (.2); discussion with B. Goodman and R. Brady regarding need for committee to bring STN standing motion and issues regarding voting (.4) Conference call with Jay Trungale and Hollace Cohen in connection with plan process and miscellaneous forthcoming action items Analyze classification of state tax claims arising from sale to ConAgra, review Bankruptcy Code regarding same (.6); discussion with M. Perkiel regarding treatment of state taxes from sale to ConAgra and need to confirm taxes reflected in projection (.4); discussion with B. Goodman regarding same (.2); further discussion with M. Perkiel regarding his confirmation that state taxes included in amount projected for taxes (.2); discussion with M. Perkiel regarding same and call to S. Alberino regarding timing of payment (.2); correspondence with K. Young forwarding Broadridge bills for plan solicitation services (.1) Attention to timeline for plan related issues and correspondence to B. Goodman regarding same (.5); correspondence with R. Poppiti regarding same; discussions with B. Goodman, M. Perkiel regarding additions and revisions to same (.8); further review demand letter from Ropes and Gray and proposed stipulation (.5); correspondence regarding need for call, discussion with M. 0.5 175.00 Hours Amount

09/15/11 MHP

0.9

706.50

09/16/11 HTC

1.3

1,020.50

09/16/11 MHP

0.4

314.00

09/19/11 HTC

1.7

1,334.50

09/20/11 HTC

3.8

2,983.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 58

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Perkiel regarding same and my conversation with R. Brady regarding need for motion for Committee to obtain standing (.3); review referenced case law (.5); discussion with M. Perkiel and J. Trungale regarding demand letter and Company response to same (.4); call with M. Somerstein and B. Schneider regarding Company response and need for Committee to file motion (.3); review motion and language regarding company response (.2); send same to R. Brady and M. Perkiel (.1); discussion with R. Brady, R. Poppiti and M. Perkiel regarding response to demand letter and issues regarding same (.2) 09/20/11 MHP Conference call with Jay Trungale and Hollace Cohen to discuss current status, open issues and timing issues related to achieving confirmation for the current targeted date of October 31 (.7); follow up calls with Hollace Cohen in connection with the coordination and reconciliation of various matters as they relate to achieving confirmation on October 31 (.8) Reviewing plan and disclosure statement Attention to review of draft list regarding key dates (.4); review correspondence from K. Larson-Young requesting same (.1); comment on timeline to M. Perkiel and B. Goodman regarding date to receive plan documents (.2); discussion with M. Portnoy regarding First Lien Exit Facility and Second Lien Term Loan Agreement and timing for same (.2); call from B. Schneider and Darren Azman concerning filing of emergency motion regarding right of committee to file 3019 motion regarding Developer and Castle Harlan related claims causes of action against Omega Trust, Castle Harlan, et al. (.3); review Emergency motion regarding Determination Motion and motion to pursue affirmative claims and case law cited for standing (1.2); send motion to M. Perkiel and discussion with M. Perkiel regarding language of emergency motion and timing for emergency hearing (.4); discussion with R. Poppiti regarding issues regarding timing for emergency motion (.2); review correspondence from R. Poppiti regarding his discussion with local counsel to the Committee concerning hearing date (.1); review correspondence from R. Brady concerning order signed setting hearing date (.2); correspondence from K. Eide regarding state tax payment and discussion with M. Perkiel regarding implementation of same (.2); review draft forms of Determination Motion and discuss same with B. Goodman (.2); review redline from K. Eide of timeline (.2) Reviewing plan and disclosure statement 1.5 1,177.50 Hours Amount

09/21/11 BRC 09/21/11 HTC

2.1 3.9

472.50 3,061.50

09/22/11 BRC

1.0

225.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 59

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Draft email to M. Somerstein or insert to pleading relating to request by Committee to bring Rule 3018 motion (.7); discussion with M. Perkiel regarding same and review his comments to same (.3); review disclosure statement order (.2); attend meeting with B. Goodman, B. Carlson and include M. Perkiel in email relating to analyzing which claims under leases, executory contracts, etc. should be subject of Determination Motion, timing for filing motion to reject Westminster Lease (1.3); email to S. Alberino requesting follow up call regarding Determination Motion as applicable to various claims (.1) Confer with Hollace Cohen in connection with voting and solicitation issues as well as plan and plan confirmation issues and preparation for presently anticipated October 31 confirmation hearing Review and analysis of updated timing for Plan supplemental documentation Call with S. Alberino, M. Perkiel, B. Goodman, B. Carlson regarding claims determination, Westminster lease (.8); discussion with M. Perkiel, B. Goodman regarding same (.4); review email from K. Eide regarding Wayzata charged position that rejection motion for Westminster should not be filed (.1); discuss same with M. Perkiel (.2); call with B. Schneider and Andrew Darman regarding emergency hearing (.5); review correspondence from J. Beltz and J. Santarlasci regarding additional lease rejections and Westminster lease (.2); discussion with B. Goodman regarding same and other open items (.2); call Laurie Armistead with B. Goodman regarding documentation for additional lease rejections and leases involved (.2); correspondence between B. Goodman and M. Perkiel regarding lease rejections (.2); discussion with M. Perkiel in preparation for call with J. Demmy and participation in call with J. Demmy regarding Debtors’ position regarding Committee motion, Omega Trust agreements and issues relating to same and his proposal for informal discovery (.4); Discussion with B. Goodman regarding various matters relating to Determination Motions including his call with R Poppiti regarding upcoming hearing regarding Determination Motions (.2); review J. Demmy informal discovery request (.2); discussion with M. Perkiel regarding same and issues relating to coordination with Committee and R. Poppiti views regarding same and decision to set up call with local counsel regarding same (.4); attention to setting up call with Brady (.2); participation in call with R. Brady, R. Poppiti regarding Determination Motion, call with Hours 2.6 Amount 2,041.00

09/22/11 HTC

09/22/11 MHP

0.4

314.00

09/22/11 MPP 09/23/11 HTC

0.7 4.8

483.00 3,768.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 60

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Committee earlier today and regarding lease rejection motion vs. confirmation order (.4); send email to M. Perkiel regarding same (.2) 09/25/11 HTC Review email from M. Perkiel to Committee counsel regarding pending emergency motion regarding 3018 and forwarding Demmy request for discovery and send email regarding same (.3); correspondence with M. Perkiel and call regarding discovery and timing issues for call, etc. (.4) Call with Joe Santarlasci regarding informal discovery demand status of negotiations regarding Westminster lease (.4); call with M. Perkiel regarding my call from Joe Santarlasci and issues discussed and setting up call with Committee regarding Omega discovery request and preparation of response to Committee emergency motion (.3); email from Andrew Devore regarding time for call (.1); discuss timing with M. Perkiel (.1); participate in conference call with M. Perkiel, A. Devore, B. Schneider, K. Eide (.5); emails from K. Eide and M. Perkiel regarding Wayzata position regarding Westminster Lease (.1); participate on call with J. Rubinstein, J. Demmy, M. Perkiel and B. Brady regarding Omega Trust discovery request (.5); talk with B. Goodman regarding pending motions and agenda for upcoming hearing (.3) Draft motion to extend exclusivity period Correspondence with M. Perkiel regarding advise to J. Santarlasci concerning discovery request, etc. (.3); call with J. Santarlasci regarding yesterday’s call with Committee and Akin followed by call with Omega Trust and certain confidentiality concerns he expressed (.4); follow up call with M. Perkiel regarding same (.2); review correspondence from R. Brady regarding setting up call to discuss stipulation with respect to Committee Determination Motion with Committee (.1); discussion with M. Perkiel regarding status of response to Committee (.1); review same (.2); call with M. Perkiel regarding my comments to same (.2); review pleading from J. Demmy (.2); discussion with M. Perkiel regarding same (.1) Confer with Hollace Cohen in connection with her communications with Joe Santarlasci regarding his undertaking of development of information Confer with Brett Goodman in connection with miscellaneous matters related to the processing of and the coordination of miscellaneous mattes related to plan confirmation scheduled for October 31 (.3); speak with Hollace Cohen in connection with miscellaneous matters, 0.7 549.50 Hours Amount

09/26/11 HTC

2.3

1,805.50

09/26/11 BH 09/27/11 HTC

5.9 1.8

1,475.00 1,413.00

09/27/11 MHP

0.3

235.50

09/28/11 MHP

0.5

392.50

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 61

Perkins & Marie Callender's Inc. Plan and disclosure statement

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed including today's hearing, and other matters relating to plan confirmation process (.2) Totals 269.9 173,792.00 Hours Amount

TIMEKEEPER TIME SUMMARY THROUGH 09/30/11 Initials Name BRC HTC BDG BH MHP MPP Carlsen Cohen Goodman Hedaya Perkiel Portnoy Hours 3.1 96.7 63.8 5.9 43.2 57.2 Rate 225.00 785.00 350.00 250.00 785.00 690.00 Amount 697.50 75,909.50 22,330.00 1,475.00 33,912.00 39,468.00

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000029 Page 62

Perkins & Marie Callender's Inc. Plan and disclosure statement

FOR COSTS AND EXPENSES INCURRED THROUGH 09/30/11 Date Description Amount 314.00 742.00 394.90 394.90 29.21 29.21 29.21 29.20 396.00 378.00 252.00 80.50 52.90 20.00 126.00 142.00 40.50 378.00 21.50 314.00 16.00 Total: Total Fees & Costs: 4,180.03 $177,972.03

09/09/11 Airfare Costs 09/12/11 Airfare Costs 09/09/11 Hotel 09/14/11 Hotel 09/01/11 Meals and Entertainment 09/01/11 Meals and Entertainment 09/01/11 Meals and Entertainment 09/01/11 Meals and Entertainment 09/07/11 Staff Overtime 09/12/11 Staff Overtime 09/12/11 Staff Overtime 09/09/11 Taxi/Train/Parking 09/09/11 Taxi/Train/Parking 09/12/11 Taxi/Train/Parking 09/12/11 Taxi/Train/Parking 09/13/11 Taxi/Train/Parking 09/13/11 Taxi/Train/Parking 09/13/11 Taxi/Train/Parking 09/14/11 Taxi/Train/Parking 09/14/11 Taxi/Train/Parking 09/21/11 Taxi/Train/Parking

IN ACCOUNT WITH

TROUTMAN SANDERS LLP
A T T O R N E Y S A T L A W

Invoice Date 10/12/11 Invoice Number 1381385 File No. 234333.000033 Page 63

Perkins & Marie Callender's Inc. Trademarks Sale to ConAgra

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 09/30/11 Date Init Description of Work Performed Receive executed document relating to Mexican lien release from client (.1); draft correspondence to local counsel forwarding same and supporting exhibits for Mexican lien release filing (1.2) Review file (.2); draft correspondence to Mexican counsel requesting status (.1); draft correspondence to ConAgra's counsel requesting further extension (.2); review response (.1); draft correspondence to Mexican counsel requesting confirmation of receipt and filing of requested lien release (.1) review response Receive and review correspondence from local counsel confirming filing of Mexican lien release Review correspondence from ConAgra's counsel approving extension request Review docket reminder and files (.1); draft reminder correspondence to local counsel requestinf copy of complete filing to remove Mexican trademark lien (.2) Totals Hours 1.3 Amount 780.00

09/01/11 KMZ

09/07/11 KMZ

0.7

420.00

09/08/11 KMZ 09/09/11 KMZ 09/26/11 KMZ

0.3 0.1 0.3

180.00 60.00 180.00

2.7

1,620.00

TIMEKEEPER TIME SUMMARY THROUGH 09/30/11 Initials Name KMZ Zielaznicki Hours 2.7 Rate 600.00 Amount 1,620.00

TROUTMAN SANDERS LLP
Payment Remittance Address
ATTORNEYS AT LAW A LIMITED L IABIL ITY PARTNERSHIP FEDERAL ID No. 58 -0946915

For Payments by Wire
Wells Fargo Bank, N.A., Atlanta, Georgia ABA #061000227 To Credit Troutman Sanders LLP

Troutman Sanders LLP P.O. Box 933652 Atlanta, Georgia 31193-3652

Office Location: The Chrysler Building 405 Lexington Ave New York, NY 10174
Billing Inquiries: 404-885-2508

Operating Account #2052700305792 Reference Attorney: M H Perkiel Reference Client: 234333 From International Locations please add Swift Address/Code: PNBP US 33

Perkins & Marie Callender's Inc. Attn: Jay Trungale 6075 Perkins Avenue Suite 800 Memphis, TN 38119

Invoice Date Submitted by Direct Dial Invoice No. File No.

10/12/11 M H Perkiel 212-704-6016 1381385 234333

Total Amount of This Invoice

$334,402.69

Summary of Additional Outstanding Invoices by Client as of 10/12/11 Date 07/22/11 08/19/11 09/23/11 Invoice No. 1364786 1369622 1375711 Amount $353,569.83 $440,102.60 $331,657.84 $1,125,330.27 Credits $-283,103.83 $-354,073.90 $0.00 -637,177.73 Balance $70,466.00 $86,028.70 $331,657.84 $488,152.54

TO ENSURE PROPER CREDIT, PLEASE RETURN THIS PAGE WITH PAYMENT. THANK YOU!