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

Objection Deadline: November 30, 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 Fifth Monthly Fee Application of Troutman Sanders LLP for Allowance of Compensation and Reimbursement of Expenses for the Period from October 1, 2011 through October 31, 2011 (the “Application”) has been filed with the Bankruptcy Court. The Application seeks allowance of fees in the amount of $514,708.50 and expenses in the amount of $4,693.53. Objections to the Application, if any, are required to be filed on or before November 30, 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 19801 (Attn: Richard Schepacarter); (d) counsel to the agent for the Pre-Petition Secured Credit
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.
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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER’S INC., et al.,1 Debtors.
Objection Deadline: November 30, 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 FIFTH MONTHLY FEE APPLICATION OF TROUTMAN SANDERS LLP FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM OCTOBER 1, 2011 THROUGH OCTOBER 31, 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 $4,693.53 $514,708.50 October 1, 2011 through October 31, 2011 TROUTMAN SANDERS LLP Debtors and Debtors-in-Possession June 13, 2011 (Order entered July 9, 2011)

This application includes 18.4 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.

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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 $328,759.50 $5,643.19 $263,007.60 $5,643.19 $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 10/26/2011 Doc. No. 1226

8/1/20118/31/2011 9/1/20119/30/2011

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

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 1976. 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 1986. Member of Washington State Bar since 1983. 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 1984. Member of MA Bar since 1983. Partner since 2005. Joined firm as a partner in 2005. Member of NY 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 1988. Joined firm as an associate in 2011. Member of NY Bar since 2008. Hourly Billing Rate Total Billed Hours Total Compensation

Aurora Cassirer

$770.00

21.50

$16,555.00

Hollace Topol Cohen

$785.00

158.70

$124,579.50

Mark A. Goldsmith

$795.00

0.40

$318.00

Timothy I. Kahler

$600.00

48.00

$28,800.00

Mitchel H. Perkiel

$785.00

199.00

$156,215.00

Mitchell P. Portnoy

$690.00

56.50

$38,985.00

Stephen G. Rinehart

$690.00

4.50

$3,105.00

Mark S. VanderBroek

$550.00

1.50

$825.00

Karl M. Zielaznicki

$600.00

15.70

$9,420.00

Arnie Broder

$350.00

0.90

$315.00

Benjamin R. Carlsen

Joined firm as an associate in 2011. Member of GA Bar since 2009. Joined firm as an associate in 2011. Member of GA Bar since 2011. Joined firm as an associate in 2011. Member of Illinois Bar since 2003. 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 2002. Joined firm as an associate in 2011. Member of NY Bar since 2009. Joined firm as an associate in 2011. Member of NY Bar since 2010. Joined firm as an associate in 2011. Member of Bar – People’s Republic of China since 2009. Joined firm as an associate in 2005. Member of NY Bar since 2002. Paralegal Research Librarian

$225.00

61.40

$13,815.00

Catherine Chapman

$225.00

1.80

$405.00

John Costello

$320.00

20.70

$6,624.00

Brett D. Goodman

$350.00

189.20

$66,220.00

Timothy Heaton

$475.00

22.20

$10,545.00

Bracha Hedaya

$250.00

7.80

$1,950.00

Allegro Johnson

$250.00

5.90

$1,475.00

Ming-Ran Qu

$250.00

22.50

$5,625.00

Eric Unis

$475.00

34.30

$16,292.50

Harriet E. Cohen Teri Townsend

$265.00 $170.00

45.90 2.80

$12,163.50 $476.00

Grand Total: Blended Rate: $558.73

921.20

$514,708.50

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:

110.40 1.10 1.90 0.00 3.10 18.40 0.00 0.00 92.80 30.80
2.90

$54,105.00 $863.50 $1,491.50 0.00 $1,085.00 $6,176.00 0.00 0.00 $43,234.50 $23,589.50
$1,015.00

2.20 0.60 55.50 8.90 0.60 1.00 48.00 194.40 331.50 0.00
0.00

$1,727.00 $471.00 $38,076.50 $3,904.00 $475.00 $785.00 $28,800.00 $120,697.00 $177,694.00 0.00
0.00

0.00 17.10
921.20

0.00 $10,519.00
$514,708.50

EXPENSE SUMMARY
Expenses Category Airfare Hotel Meals Taxi/Train/Parking Staff Overtime Computer Research Travel Expenses Professional Fees TOTAL DISBURSEMENTS: Total Expenses $2,705.90 $789.80 $120.20 $436.17 $259.00 $133.40 $979.74 $59.12 $4,693.53

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER’S INC., et al.,1 Debtors.
Objection Deadline: November 30, 2011 at 4:00 p.m. (ET) Hearing Date: Only if objections are filed

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

FIFTH MONTHLY FEE APPLICATION OF TROUTMAN SANDERS LLP FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM OCTOBER 1, 2011 THROUGH OCTOBER 31, 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 $514,708.50 together with reimbursement for actual and necessary expenses incurred in the amount of $4,693.53 for the period commencing October 1, 2011 through and including October 31, 2011 (the “Fee Period”). In support of its Application, Troutman respectfully represents as follows: 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

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.

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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 $514,708.50 due for fees and $4,693.53 for reimbursement of expenses. DISBURSEMENTS 5. Troutman has incurred out-of-pocket disbursements during the Fee Period

in the amount of $4,693.53. 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. VALUATION OF SERVICES 6. Attorneys and paraprofessionals of Troutman have expended a total of

921.20 hours in connection with this matter during the Fee Period.

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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 $514,708.50. 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 October 1, 2011 through and including

October 31, 2011. Troutman has and will continue to perform additional necessary services subsequent to October 31, 2011, for which Troutman will file subsequent monthly fee applications.

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WHEREFORE, Troutman requests that allowance be made to it, and that it be paid by the Debtors, in the sum of $411,766.80 (80% of $514,708.50) as compensation for necessary professional services rendered to the Debtors for the Fee Period, and the sum of $4,693.53 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 November 15, 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

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EXHIBIT A

Perkins & Marie Callender's Inc MATTER SUMMARY October 2011 On Account Fees 0.00 0.00 0.00 0.00 On Account Disbs 274.70 0.00 0.00 0.00

Matter # 000010 000011 000012 000014

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

Hours 110.40 1.10 1.90 3.10

Fees 54,105.00 863.50 1,491.50 1,085.00

Disbs 166.77 0.00 0.00 0.00

Total 54,271.77 863.50 1,491.50 1,085.00

Escrow 0.00 0.00 0.00 0.00

000015 000018 000019 000020 000021 000022 000023 000024 000025 000026 000027 000028 000029 000033

18.40 92.80 30.80 2.90 2.20 0.60 55.50 8.90 0.60 1.00 48.00 194.40 331.50 17.10 Totals 921.20

6,176.00 43,234.50 23,589.50 1,015.00 1,727.00 471.00 38,076.50 3,904.00 475.00 785.00 28,800.00 120,697.00 177,694.00 10,519.00 514,708.50

0.00 98.39 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 15.20 4,413.17 0.00 4,693.53

6,176.00 43,332.89 23,589.50 1,015.00 1,727.00 471.00 38,076.50 3,904.00 475.00 785.00 28,800.00 120,712.20 182,107.17 10,519.00 519,402.03

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 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 0.00 0.00

EXHIBIT B

Perkins & Marie Callender's Inc TIMEKEEPER SUMMARY – ALL MATTERS November 15, 2011 Tkpr # 45044 45015 45045 45026 45043 45033 45034 44945 50425 51966 51975 51308 51891 51386 51872 51344 51350 51976 50434 50335 50979 Name Cassirer, Aurora Cohen, Hollace Topol Goldsmith, Mark A. Kahler, Timothy I. Perkiel, Mitchel H. Portnoy, Mitchell P. Rinehart, Stephen G. VanderBroek, Mark S. Zielaznicki, Karl M. Broder, Amie Carlsen, Benjamin R. Chapman, Katherin J. Costello, John F. Goodman, Brett David Heaton, Timothy P. Hedaya, Bracha Johnson, Allegra Qu, Ming-Ran Unis, Eric L. Cohen, Harriet Ellen Townsend, Teri Status Partner Partner Partner Partner Partner Partner Partner Partner Of Counsel Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Paralegal Library Research Rate 770.00 785.00 795.00 600.00 785.00 690.00 690.00 550.00 600.00 350.00 225.00 225.00 320.00 350.00 475.00 250.00 250.00 250.00 475.00 265.00 170.00 Totals Hours 21.50 158.70 0.40 48.00 199.00 56.50 4.50 1.50 15.70 0.90 61.40 1.80 20.70 189.20 22.20 7.80 5.90 22.50 34.30 45.90 2.80 921.20 Fees 16,555.00 124,579.50 318.00 28,800.00 156,215.00 38,985.00 3,105.00 825.00 9,420.00 315.00 13,815.00 405.00 6,624.00 66,220.00 10,545.00 1,950.00 1,475.00 5,625.00 16,292.50 12,163.50 476.00 514,708.50

TROUTMAN SANDERS LLP
Payment Remittance Address
ATTORNEYS A
L IMITED AT

LAW

Office Address

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

LIABILIT Y PARTNERSH IP

FEDERAL ID NO . 58-0 946 91 5

The Chrysler Building 405 Lexington Ave New York, NY 10174

BIL L IN G IN Q U IR I ES: 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.

11/15/11 M H Perkiel 212-704-6016 1389387 234333

Fees for Professional Services Rendered Through 10/31/11 Costs and Expenses Through 10/31/11 Total Amount of This Invoice

$514,708.50 $4,693.53 $519,402.03

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000010 Page 2

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Perform cursory review of books and records report and overview of Class 5 voting report to date with respect to books and records objection (.6); review of R. Poppiti email correspondence regarding same (.2); draft and review email correspondence regarding Valassis and News America claims (.3); correspondence regarding administrative expense deadline and determination motion (.3) Revise and update checklist of open issues and matters for administration and coordination and processing or assignments of responsibility over the next 30 days of activity, and respond to various emails in connection with the foregoing as well as review materials accompanying various of said emails Call with H. Cohen regarding email correspondence on Class 4 individual noteholder votes (.2); review of Solicitation Order regarding Class 4 voting and email correspondence regarding same (.5); review of draft of determination motion (.4) Update checklist for matters to be administered, coordinated and addressed over the next 30 to 60 days and review various emails and documents in connection with the checkoff of certain items and the addition and pursuit of others, and in connection with the foregoing, review numerous emails in connection with the various matters identified Receive and respond to numerous calls regarding status, balloting and various other matters, follow-up on certain inquiries and emails to attorneys regarding same (1.3); attention to files, database and indexing of documents and binders (.9); review files and obtain various transcripts and other documents for Hollace Cohen as requested (.4) Call with R. Poppiti to discuss various administrative matters including Singleton stipulation (.2); review of A. Whiteley comments to same (.1); correspondence with restructuring support parties regarding Girande (.1) Call with Jay Trungale to update him on miscellaneous pending matters with respect to forthcoming dates, deadlines and hearings (.4); receive and review miscellaneous emails throughout the day in connection with a myriad of matters, and respond to many as appropriate, as well as review various attachments and schedules and draft pleading in connection with all of the foregoing, to, from and among Laurie Armistead, Brett Goodman, Ben Hours 1.4 Amount 490.00

10/01/11 BDG

10/01/11 MHP

0.9

706.50

10/02/11 BDG

1.1

385.00

10/02/11 MHP

1.3

1,020.50

10/03/11 HEC

2.6

689.00

10/03/11 BDG

0.4

140.00

10/03/11 MHP

2.9

2,276.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000010 Page 3

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Carlsen, Hollace Cohen, Camille Fowler, Katie Knownes, Rob Poppiti and others, regarding claims issues, real estate issues, stay enforcement issues, creditor issues, plan confirmation process, and other topics (1.6); confer a few times with Hollace Cohen in connection with her communications with Joe Santarlasci, open matters to be addressed, plan confirmation process and related topics (.9) 10/04/11 HEC Numerous calls regarding ballots and various other inquiries from creditors and parties-in-interest (.8); attention to files, docket, recent pleadings and update accordingly (.4) Email correspondence regarding Class 4 individual holder votes (.4); review of Singleton correspondence and revisions (.3); call with R. Poppiti regarding various administrative and utilities matters (.4); calls with R. Poppiti, Omni and C. Fowler regarding no-debtor claims and Singleton (1.0); correspondence regarding solicitation (.2); review of forms for confirmation order and initial outlining and overview (.9); review of revised stipulation for Singleton (.3); correspondence regarding exclusivity (.1) Receive and review and respond to numerous emails regarding numerous topics and subject matter and issues in connection with the chapter 11 case and efforts to achieve confirmation by October 31, including matters related to stay enforcement and stay modification, claims resolution, the determination motion, miscellaneous litigations, lease assumptions, lease rejections, and other items related to preparedness for confirmation (1.1); speak with Hollace Cohen in connection with miscellaneous pending matters (.3) Receive and respond to numerous calls throughout the day relating to case status and balloting deadline (2.4); attention to files, docket, database and updates (.4) Call in preparation for conference call on Oklahoma lease repair property (.1); conference call with M. Perkiel and A. Schroeder regarding Oklahoma property, repairs, remediation and insurance proceeds and policy (.7); conference call with company regarding update on status of case (.8); discussion with M. Perkiel regarding Singleton (.1); communications regarding Singleton and correspondence with A. Whiteley regarding same (.3); revise joint defense stipulation (.3); call with D. Azman regarding pending motions and outstanding issues (.2); further communications regarding Singleton stipulation (.2) 1.2 318.00 Hours Amount

10/04/11 BDG

3.6

1,260.00

10/04/11 MHP

1.4

1,099.00

10/05/11 HEC

2.8

742.00

10/05/11 BDG

2.7

945.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000010 Page 4

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Conference call with Jay Trungale, Joe Santarlasci and others at the company to review current status of miscellaneous pending matters, tasks, forthcoming events, timing, etc. (.5); follow up conference with Hollace Cohen and Brett Goodman to discuss the numerous topics addressed in the aforesaid conference call and to plan for process of open issues (.5); receive and review and respond where appropriate to numerous emails, as well as review various attachments and schedules appended thereto in connection with miscellaneous pending and forthcoming matters, and update checklist of matters to be addressed and when (1.1) Attention to recent filings and docket, update database (.3); respond to numerous calls regarding status and ballots (.7) Discussions with R. Poppiti regarding status of Singleton stipulation and comments from Singleton counsel (.2); correspondence regarding same (.3); review of confirmation order template and initial drafting (1.3); correspondence regarding limited partnership distributions (.3) Review numerous emails and related attachments concerning a myriad of pending and prospective matters to be addressed and, where appropriate, respond to same, as well as further develop ongoing checklist of matters to be dealt with in the next several weeks Attention to docket and recent filings, update files and database accordingly (.4); respond to creditor inquiries (.4) Calls and correspondence with P. Schifani regarding Watkins partnership distribution issue (.2) Receive, review and where appropriate respond to numerous emails and there attachments with respect to numerous pending and forthcoming matters and tasks being handled by various colleagues Receive and review miscellaneous emails and respond to various of them in connection with current status and action items involving miscellaneous subject matter Review numerous emails and attachments in connection with numerous and miscellaneous subject matter and topics Correspondence regarding exclusivity (.1); call with M. Perkiel regarding Watkins claim (.1); call with P. Schifani, J. Van Frank and M. Perkiel regarding limited partner distributions for MC 73 and 182 (.6); additional discussions Hours 2.1 Amount 1,648.50

10/05/11 MHP

10/06/11 HEC 10/06/11 BDG

1.0 2.1

265.00 735.00

10/06/11 MHP

1.7

1,334.50

10/07/11 HEC 10/07/11 BDG 10/07/11 MHP

0.8 0.2 1.1

212.00 70.00 863.50

10/08/11 MHP

0.9

706.50

10/09/11 MHP

0.7

549.50

10/10/11 BDG

2.4

840.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000010 Page 5

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed and correspondence regarding exclusivity (.1); discussions regarding defense stipulation (.1); review of Watkins MC #73 partnership agreements (.7); discussion with H. Cohen and M. Perkiel regarding discovery and joint stipulation (.2); review of letter from Missouri Department of Revenue (.1); correspondence regarding Davis demand letter (.1); discussions with H. Cohen regarding Omega Trust discovery (.3) 10/10/11 MHP Confer with Brett Goodman in connection with miscellaneous pending matters relating to numerous pending items that need to be addressed and the status thereof over the course of the next few weeks (.4); receive and review miscellaneous emails, materials and documents regarding a host of topics and subject matter relating to forthcoming events, deadlines and hearing dates as well as the confirmation process generally (.9) Attention to docket, recent filings, documents and update of index and database Call with R. Poppiti regarding confirmation order and drafting of same (.3); call with P. Schifani and J. Van Frank and correspondence regarding MC #73 issues (.2); correspondence regarding voting results and discussion with R. Poppiti regarding same (.2); continued preparation and drafting of confirmation order (3.1) Confer with Hollace Cohen in connection with miscellaneous pending matters regarding a host of topics, including ongoing preparation for plan confirmation (.3); work on updated checklist and review numerous documents, emails and materials, as well as prior lists of open matters and pending matters, in connection with numerous active matters and agenda items (1.8) Attention to docket, recent filings, documents, indices and database and update accordingly Call with R. Poppiti regarding convenience class elections by written notice (.2); call with M. Perkiel and A. Whiteley regarding Unruh and Morse litigation (.5); conference call regarding discovery with Omega counsel and committee counsel (.6); review of Oklahoma property damage assessment and correspondence regarding same (.3); correspondence and discussion regarding CRG convenience election (.2); calls with R. Poppiti concerning administrative matters and deadlines (.3) Receive, review, and respond to where necessary numerous emails as well as receive and review various 1.3 1,020.50 Hours Amount

10/11/11 HEC 10/11/11 BDG

0.6 3.8

159.00 1,330.00

10/11/11 MHP

2.1

1,648.50

10/12/11 HEC 10/12/11 BDG

0.6 2.1

159.00 735.00

10/12/11 MHP

1.6

1,256.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000010 Page 6

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed schedules, materials, notices and communications involving numerous pending matters relating to the administration and coordination of matters and the continuing and ongoing intensive activities of colleagues, client and others in achieving plan confirmation by October 31 and accomplishing numerous interim goals and meeting several interim deadlines prior thereto 10/13/11 BDG Attend to various administrative matters including litigation claims, Ecolab, an upcoming filings and correspondence regarding same Receive call from Joe Santarlasci to update on matters which transpired at the Las Vegas conference and discuss, among other things, the status of the Marie Callender franchise agreement amendments, his communications with FTI, the ongoing lease and executory contract rejection and assumption process, the Omega litigation, and the rejection of the Westminster lease as well as the status of negotiations and strategies regarding the latter situation (1.0); receive and review and respond where necessary to numerous emails with respect to a myriad of topics relating primarily to pending litigations and plan confirmation process as well as numerous administrative matters involving among others, executory contracts and stay enforcement matters (1.3) Attention to organization of files, update docket, filings and update database Conference call with professionals for Committee and Restructuring Support Parties regarding various administrative matters, Plan Supplement documents and cure and rejection issues Participate in conference call with colleagues, Akin attorneys and Ropes and Gray attorneys, as well as Wayzata representatives to discus the status of miscellaneous pending matters, tasks, coordination, process, procedure and timing Receive and review miscellaneous emails, materials, attachments, documents, drafts of pleadings, etc. in connection with numerous pending matters for purposes of review, coordination, processing, timing and tasks to be completed within the near term Receive, review and respond to emails as well as receive and review materials and schedules in connection with ongoing efforts and the administration of same to coordinate the confirmation process by the end of the 0.9 315.00 Hours Amount

10/13/11 MHP

2.3

1,805.50

10/14/11 HEC 10/14/11 BDG

0.8 1.4

212.00 490.00

10/14/11 MHP

1.4

1,099.00

10/15/11 MHP

1.7

1,334.50

10/16/11 MHP

1.4

1,099.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000010 Page 7

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed month (.9); call with Jay Trungale in connection with miscellaneous pending matters and the status of various processes, proceedings and matters as well as schedules and timelines in connection with the confirmation process and various ancillary matters (.5) 10/17/11 HEC Review files and docket and update same and database accordingly (.4); attention to docket and request to compile replies to motion for M. Perkiel (.3); call with M. Perkiel and compiling various other documents as requested and send to M. Perkiel (.3) Conference call with Hollace Cohen, Joe Santarlasci and Jay Trungale in connection with numerous pending matters and provided update with respect to various ongoing activities and efforts, including among other things the Omega litigation, confirmation objections, executory contracts and assumption and rejection, Pepsi and Coke status, timing and process (.7); participate in conference call with company representatives, Wayzata representatives and Akin attorneys to discuss status of miscellaneous pending matters, tasks, timing, process, procedure, etc. (.5) Review docket and monitor throughout day for replies and responses to 3018 motion as instructed, compile and send same to M. Perkiel (.5); attention to files, indices and database, review and categorize documents for files (.9) Correspondence and calls with committee counsel regarding determination motion and balloting (.3); call with R. Poppiti regarding status of same (.5) Receive and review miscellaneous emails and calls and communications from various parties and review various emails and materials and schedules received over the course of the day in connection with overall coordination and administration of chapter 11 process and preparation for month end confirmation and numerous other matters requiring attention in the interim Call regarding ACE Insurance Program administration with R. Poppiti and W. Simkulak and provide correspondence regarding same (.4); calls and correspondence with J. Renieris regarding response and withdrawal of objection and correspondence regarding same (.3); correspondence regarding Unruh (.2); conference call with committee, restructuring support parties and company regarding determination motions, plan supplement documents and strategy regarding Omega (1.2); call with M. Perkiel and M. Adams regarding Unruh (.2); call with M. Perkiel regarding 1.0 265.00 Hours Amount

10/17/11 MHP

1.2

942.00

10/18/11 HEC

1.4

371.00

10/18/11 BDG

0.8

280.00

10/18/11 MHP

1.7

1,334.50

10/19/11 BDG

2.8

980.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000010 Page 8

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed litigation claims and L. Armistead correspondence regarding assignment agreement, review of Schedules regarding same (.5) 10/19/11 BH 10/19/11 MHP Shepardize memorandum of law in support of confirmation Throughout the day, receive and review miscellaneous emails, documents, schedules, materials, etc. in connection with a myriad of pending matters and tasks to be completed prior to and as at the anticipated confirmation date, as well as miscellaneous calls to and from colleagues and others in connection with the overall plan confirmation process and ongoing tasks and matters to be addressed and resolved (1.6); call with Jay Trungale in connection with current status of miscellaneous pending and administrative matters related to various aspects of the chapter 11 case in its current state (.4) Correspondence regarding certificates of service and joint defense stipulation (.2); call with D. Rickman and M. Perkiel regarding ACE auto and general liability policies and discussion regarding Chartis property liability coverage on Oklahoma property (.4); call with A. Schroeder and M. Perkiel regarding Oklahoma property damage (.3); call with M. Perkiel and R. Vehrs regarding Watkins MC partnerships and follow-up with P. Schifani regarding same (.5) Receive and review numerous communications throughout the day in connection with numerous pending matters and the administration and coordination of a myriad of matters and topics in connection with ongoing chapter 11 case administration and in particular with respect to pleadings to be filed, exhibits to be assembled and coordination and preparation for forthcoming hearings Attention to files, docket, correspondence and organization and indexing thereof Throughout the day, receive and review and respond to numerous emails and various attachments, schedules, reports, etc. in connection with numerous administrative, oversight and coordination items among colleagues and various counsel as well as with client representatives regarding matters that need to be addressed in the near term incident to the confirmation process and related processes (1.2); call with Jay Trungale in connection with the overall plan confirmation and administration process, including but not limited to general preparation, forthcoming depositions, confirmation objections and assumption of employment contracts (.3) 6.7 2.0 1,675.00 1,570.00 Hours Amount

10/20/11 BDG

1.4

490.00

10/20/11 MHP

1.7

1,334.50

10/21/11 HEC 10/21/11 MHP

0.4 1.5

106.00 1,177.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000010 Page 9

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Attend deposition of James Peko, expert witness for Omega Trust (1.3); review of notes and prepare deposition summary (1.0) Continue to review and propose revisions, modifications and changes to the confirmation documents, including the proposed confirmation order and draft Trungale affidavit Attention to docket, recent filings and update of database (.4); proofread Ecolab agreement for M. Perkiel (.2) Call with Jay Trungale in connection with case administration and forthcoming matters, agenda and hearings (.2); review miscellaneous emails and attachments regarding a host of pending matters and respond, where appropriate, in connection with coordination and administration of pending matters as well as tasks to be addressed over the next few weeks (1.3) Attention to files, correspondence, docket update and recent filings and update database and indices accordingly Court call dial in to determination motion hearing (.5); correspondence regarding committee reimbursement (.2) Miscellaneous communications and review of materials in connection with miscellaneous pending matters relating to the administration of the case and process and procedures as well as coordination and oversight thereof regarding matters to be addressed over the near term Attention to files, correspondence, docket update and recent filings and update database and indices accordingly Throughout the day, receive and review miscellaneous communications and materials in connection with general case administration and respond to same where appropriate as well as follow up on various of the matters as identified for purposes of current and near term coordination of case administration Review and update case docket and database (.4); attention to files, correspondence and varied items; categorize and index accordingly (.9) Call with counsel to C. Johnson regarding personal injury (.1); call with P. Deutch regarding ordinary course professionals (.1); review of Tri-State lift stay motion (.3); conference call with M. Perkiel and R. Poppiti to review various agenda items and address several open matters (1.2) Receive and review miscellaneous emails throughout the Hours 2.3 Amount 805.00

10/22/11 BDG

10/23/11 MHP

2.1

1,648.50

10/24/11 HEC 10/24/11 MHP

0.6 1.5

159.00 1,177.50

10/25/11 HEC 10/25/11 BDG 10/25/11 MHP

0.7 0.7 1.6

185.50 245.00 1,256.00

10/26/11 HEC 10/26/11 MHP

0.9 0.8

238.50 628.00

10/27/11 HEC

1.3

344.50

10/27/11 BDG

1.7

595.00

10/27/11 MHP

0.9

706.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000010 Page 10

Perkins & Marie Callender's Inc. Case administration

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed day in connection with general case administration, process, timing, assignment of tasks and miscellaneous pending activities 10/28/11 HEC 10/28/11 BDG Attention to files, correspondence, docket update and recent filings and update database and indices accordingly Call with M. Perkiel and R. Poppiti regarding various pending matters for confirmation hearing and cure issues among others Throughout the day, receive, review and respond where appropriate, to numerous emails and calls from colleagues and others in connection with miscellaneous administrative and coordination matters of the numerous active matters that are ongoing in connection with forthcoming confirmation hearing as well as case administration generally as well as matters to be addressed post confirmation but pre effective date, and the relevant and applicable assignment of tasks and responsibilities in connection therewith Meet with H. Cohen regarding certain confirmation issues (.3); travel to Delaware for confirmation hearing and review of certain franchise schedules and prepare analysis of changes to cure schedule during same (2.4); meetings with M. Perkiel, R. Poppiti and H. Cohen regarding confirmation, Tri-State settlement and other open issues (2.3) Attention to filing, indices, database and binders and update all accordingly Further review of confirmation order, cures, and revised language and meeting with counsel to restructuring support parties regarding same and in preparation for hearing (2.0); attending confirmation hearing (1.4); meet with restructuring support parties counsel and prepare confirmation order for approval including avoidance language modifications and releases (2.0) Totals 0.7 0.5 185.50 175.00 Hours Amount

10/28/11 MHP

1.2

942.00

10/30/11 BDG

5.0

1,750.00

10/31/11 HEC 10/31/11 BDG

2.6 5.4

689.00 1,890.00

110.4

54,105.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000010 Page 11

Perkins & Marie Callender's Inc. Case administration

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name HEC BDG BH MHP Cohen Goodman Hedaya Perkiel Hours 20.0 42.7 6.7 41.0 Rate 265.00 350.00 250.00 785.00 Amount 5,300.00 14,945.00 1,675.00 32,185.00

FOR COSTS AND EXPENSES INCURRED THROUGH 10/31/11 Date Description Amount 6.89 6.90 4.00 13.79 3.43 20.93 14.03 14.78 34.24 2.40 45.38 Total: Total Fees & Costs: 166.77 $54,271.77

10/13/11 Computer Research 10/13/11 Computer Research 10/13/11 Computer Research 10/13/11 Computer Research 10/13/11 Computer Research 10/17/11 Meals and Entertainment 10/20/11 Meals and Entertainment 10/26/11 Meals and Entertainment 09/30/11 Professional Services 09/30/11 Professional Services 10/23/11 Taxi/Train/Parking

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000011 Page 12

Perkins & Marie Callender's Inc. Asset analysis and recovery

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Receive and review email regarding company's claims due from Friendly's ice cream company and review pleading filed in the recently commenced chapter 11 case of Friendly's with respect to 503(b)(9) motion, and thereupon confer with Lonnie Howard at Foxtail regarding rights, claims and entitlements, given further review of Friendly's legal docket Totals Hours 1.1 Amount 863.50

10/05/11 MHP

1.1

863.50

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name MHP Perkiel Hours 1.1 Rate 785.00 Amount 863.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000012 Page 13

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Review letter previously received from USDA PACA Department and draft response thereto with respect to the current license, any surety bonds and the status of the case Review emails and participate in processing of finalization of stipulation Review revisions to proposed Singleton stipulation as well as emails related thereto and briefly confer with Brett Goodman in connection with same Receive and review miscellaneous communications as well as communicate with client representative and co-counsel regarding the processing of the proposed Singleton stipulation Speak with Brett Goodman in preparation for call with Unruh counsel and thereupon participate in conference call with Brett Goodman and Unruh counsel to discuss status of negotiations and to provide final counter offer by the company Totals Hours 0.4 Amount 314.00

10/01/11 MHP

10/03/11 MHP 10/04/11 MHP

0.2 0.5

157.00 392.50

10/06/11 MHP

0.4

314.00

10/19/11 MHP

0.4

314.00

1.9

1,491.50

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name MHP Perkiel Hours 1.9 Rate 785.00 Amount 1,491.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000014 Page 14

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Call and correspondence regarding TECO gas (.2); correspondence and discussion with M. Perkiel regarding MTV Real Estate property and proceeds (.2) Review of TECO letter revision in advance of call (.3); conference call with TECO regarding letter agreement (.6); review of correspondence regarding Shakopee in advance of call (.2); call with Shakopee and follow-up correspondence (.3) Call with creditors committee regarding Omega discovery Calls and correspondence regarding State of California tax claim (.2); call with C. Scott regarding Lisa Davis personal injury (.2); correspondence with ACE counsel (.1) Correspondence with committee regarding pending motions Correspondence with D. Azman regarding minutes Totals Hours 0.4 Amount 140.00

10/03/11 BDG

10/04/11 BDG

1.4

490.00

10/05/11 BDG 10/06/11 BDG

0.4 0.5

140.00 175.00

10/11/11 BDG 10/12/11 BDG

0.2 0.2 3.1

70.00 70.00 1,085.00

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name BDG Goodman Hours 3.1 Rate 350.00 Amount 1,085.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000015 Page 15

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Attention to September monthly statement for fourth interim fee application Work on September monthly statement and fee application Work on September statement and fee application Work on monthly statement (1.9); review of draft interim application, email to M. Perkiel, review comments and send to R. Poppiti and D. Laskin (.4) Review and revise interim quarterly fee request and communicate with Harriet Cohen in connection with same (.2); follow up communications with Harriet Cohen in connection with monthly interim fee and assembly of support invoice (.1) Attention to monthly fee application, exhibits and schedules Work on monthly statement and fee application as well as exhibits, schedules and calculations with respect thereto and send to M. Perkiel for review Review prebill and invoices supplemental materials in regard to Troutman services for the month of September Call with Hollace Cohen and compile fee application summary as requested Discussion and emails with M. Perkiel; finalize and submit September fee application Review invoice and monthly application in connection with September services and coordinate with Harriet Cohen the processing of same Compile fee application summary information for M. Perkiel as requested Totals Hours 2.3 1.7 2.0 2.3 Amount 609.50 450.50 530.00 609.50

10/06/11 HEC 10/07/11 HEC 10/10/11 HEC 10/11/11 HEC

10/11/11 MHP

0.3

235.50

10/12/11 HEC 10/13/11 HEC

2.9 3.4

768.50 901.00

10/13/11 MHP 10/24/11 HEC 10/26/11 HEC 10/26/11 MHP

1.1 0.2 0.9 1.1

863.50 53.00 238.50 863.50

10/31/11 HEC

0.2 18.4

53.00 6,176.00

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name HEC MHP Cohen Perkiel Hours 15.9 2.5 Rate 265.00 785.00 Amount 4,213.50 1,962.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000018 Page 16

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Emails to and from Laurie Armistead and receive and review excerpt of language from an amendment which was reviewed and modified albeit in a limited context and provided to client for utilization Review of correspondence with L. Armistead regarding cure amounts (.2); correspondence regarding additional amendments (.1) Review email from L. Armistead regarding second notice regarding claims and discuss same with B. Goodman Review of Exhibit A to Second Lease Assumption Notice and mark-up of same (.4) Review numerous documents received from company with respect to lease amendments and the related lease assumptions, as amended, to be processed, together with the summaries and leases needed for such process, and review emails in connection with same Reviewing Product and Services Supply Agreement (.8); conference with Mitch Perkiel regarding Ecolab Contract Amendment and Assumption (.4) Review of email correspondence and cursory review of draft assumption order concerning Henderson property (.1); prepare additional comments and correspondence regarding Exhibit A to 2nd assumption notice and call with R. Poppiti regarding same (.2) Confer with Ben Carlsen in connection with the development of an amendment and accompanying motion for the assumption of the Ecolab contract as to be amended Review Product and Services Agreement with Ecolab (0.5); draft Second Amendment to Product and Services Agreement with Ecolab (3.0); draft Motion to Assume Supply Agreement with Ecolab (2.3) Receive and review miscellaneous emails in connection with second notice of debtors proposed assumption of certain real property leases Edit Second Amendment to Ecolab Supply Agreement (0.3); edit Motion to Assume Ecolab Contract as Amended (0.7) Preparing correspondence to Mitch Perkiel regarding the Ecolab Amendment Hours 0.3 Amount 235.50

10/02/11 MHP

10/03/11 BDG

0.3

105.00

10/04/11 HTC 10/04/11 BDG 10/04/11 MHP

0.2 0.4 0.9

157.00 140.00 706.50

10/05/11 BRC

1.2

270.00

10/05/11 BDG

0.3

105.00

10/05/11 MHP

0.4

314.00

10/06/11 BRC

5.8

1,305.00

10/06/11 MHP

0.2

157.00

10/07/11 BRC

1.0

225.00

10/08/11 BRC

0.1

22.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000018 Page 17

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Edit the Second Amendment to the Ecolab contract to clarify that some more stores might still close (1.1); draft correspondence to the Company regarding the assumption of the Ecolab contract (0.1); edit the Motion to Assume the Ecolab contract to clarify that some more stores might still close (0.7) Correspondence regarding lease assumptions with L. Armistead (.1); discussions with R. Poppiti regarding cure schedules and 3rd omnibus assumption of amendments (.2); call with L. Armistead and R. Poppiti regarding 3rd lease assumption, cure schedule and rejection issues (.5); follow-up call with R. Poppiti (.1); call with R. Poppiti and C. Fowler regarding assumption cure schedule (.4); follow-up discussions with R. Poppiti (.2); conference call with R. Poppiti and M. Perkiel regarding cure schedules and rejection list (.4); correspondence regarding same (.2) Review proposed draft amendment to the Ecolab contract and make additional changes thereto and communicate with Ben Carlsen (.3); conference call with Brett Goodman and Rob Poppiti in connection with the lease amendment process and their communications with Laurie Armistead and timing, deadlines and procedures with respect to ongoing lease amendments and the identification of leases and other contracts to be either amended or rejected (.5); follow up conference call with Brett Goodman and Rob Poppiti with respect to the foregoing (.3); receive and begin review of draft motion for assumption of the Ecolab supply agreement, as amended by amendments number 1 and number 2 (.3) Draft correspondence with Mitch Perkiel regarding the Ecolab Contract Assumption (0.1); review and edit Second Amendment to Ecolab Contract (0.9); conference with Camille Fowler regarding the cure amount for Ecolab Contract, and the number of closed stores since the petition (0.1); review changes to the Motion to Assume the Ecolab contract (0.3); edit Motion to Assume the Ecolab contract (1.9) Correspondence regarding lease assumption Speak with Bobbie Mellard regarding the status of the Pepsi rejection motion and the options available to the company (.3); follow up and further review of the master and franchisee contracts based upon call with Bobbie Mellard and in preparation for call with Mark Vandebroek (.4); confer with Mark Vandebroek in connection with the implications and enforceability of the franchisee beverage Hours 1.9 Amount 427.50

10/10/11 BRC

10/10/11 BDG

2.1

735.00

10/10/11 MHP

1.4

1,099.00

10/11/11 BRC

3.3

742.50

10/11/11 BDG 10/11/11 MHP

0.1 2.2

35.00 1,727.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000018 Page 18

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed agreements with Pepsi against the backdrop of the pending rejection of the master Pepsi beverage agreement (.5); work on draft of Ecolab motion and provide revisions to Ben Carlsen and exchange emails with him (1.0) 10/12/11 BRC 10/12/11 BDG Review ballot reports (0.1); edit Motion to assume Ecolab contract (2.1) Review of R. Poppiti comments to C. Fowler draft cure schedule (.3); discussion with R. Poppiti regarding lease assumption, cure schedules and rejection schedule (.2); conference call with M. Perkiel and R. Poppiti regarding same (.2); call with L. Armistead and R. Poppiti and M. Perkiel regarding third notice of assumption, negotiated amendments, cure schedule preparation and rejection schedule (.9); call with R. Poppiti and C. Fowler regarding cure schedule preparation for executory contracts and issues regarding same (.4); prepare email memorandum for deadlines to completion of assumption and rejection documents (.4); call with K. Mason regarding C S Joint Venture lease (.2) Receive and review miscellaneous emails in connection with the ongoing assumption and rejection process for contracts and real property leases (.4); conference call with Brett Goodman and Rob Poppiti and Laurie Armistead to review the ongoing identification and assembly of schedules with respect to contracts and leases to be assumed or rejected and the very tight timelines and deadlines available to accomplish as much as same as possible (.9) Edit / review Ecolab Motion to Assume Ecolab Contract and Second Amendment (1.0); conference with Brett Goodman regarding the Westminster lease rejection (0.2); draft correspondence with Mitch Perkiel, Brett Goodman, Rob Poppiti regarding rejection of the Westminster Lease (0.1); edit motion to reject Westminster lease (1.7) Conference call with R. Poppiti and M. Perkiel regarding leases to reject, CHI management agreement, partnership agreement and franchisee agreements and claims (.6); follow-up correspondence with L. Armistead regarding assumptions and rejections (.3); call with C. Fowler regarding franchisee claims (.1); conference call with company and M. Perkiel regarding partnership agreement issues, Westminster, CHI, and franchisee issues for assumption and rejection purposes (1.2); follow-up discussions with R. Poppiti regarding same (.3); review and correspondence concerning Westminster rejection (.4); 2.2 2.6 495.00 910.00 Hours Amount

10/12/11 MHP

1.3

1,020.50

10/13/11 BRC

4.8

1,080.00

10/13/11 BDG

3.6

1,260.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000018 Page 19

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed review of updated rejection list and provide comments and revisions regarding same (.7) 10/13/11 MHP Conference call with Brett Goodman and Rob Poppiti with respect to the various emails received from Laurie Armistead and the schedules and exhibits related thereto concerning lease assumptions and amendments (.6); follow up conference call with Brett Goodman and Rob Poppiti regarding the foregoing and additional communications received from Laurie Armistead (.5); participate in conference call with Brett Goodman, Rob Poppiti, Laurie Armistead, Andy Whiteley and Camille Fowler inc connection with partnership matters, Marie Callender franchisees and possible amendments to be received as advised by Joe Santarlasci, executory contracts and their disposition the rejection of the Westminster lease, claims reconciliation and other matters relating to leases and executory contracts (1.2); review schedule received from Camille Fowler in connection with executory contracts to be assumed, as well as review Rob Poppiti's comments and speak with Rob Poppiti regarding same (.5) Edit and review motion to reject Westminster lease (0.3); draft correspondence regarding the status of the motion (0.2) Correspondence regarding rejection list and call with R. Poppiti (.4); correspondence and calls with R. Poppiti and C. Fowler regarding cure schedule and information for circulation and review (.7); follow-up call with C. Fowler (.2); call regarding Westminster rejection motion (.2) Review of cure schedule draft and prepare comments, revisions and correspondence regarding same Miscellaneous communications in connection with the processing of the Westminster motion to reject lease Correspondence with C. Fowler and R. Poppiti regarding cure schedule comments (.3); call with R. Poppiti in advance of conference calls on cure issues (.3); conference calls with M. Perkiel, R. Poppiti and C. Fowler concerning employment agreements, professional agreement, ConAgra transactions, insurance and other contracts for assumption (1.4); conference call with Restructuring Support Parties and company regarding cure schedule issues and revisions (.8); follow-up correspondence regarding same (.3); draft and prepare revisions to notice and follow-up correspondence regarding same (.4); call with M. Perkiel regarding Coca-Cola (.3); various administrative emails concerning cure schedule (.5); call 2.8 2,198.00 Hours Amount

10/14/11 BRC

0.5

112.50

10/14/11 BDG

1.5

525.00

10/16/11 BDG 10/16/11 MHP 10/17/11 BDG

2.4 1.3 9.1

840.00 1,020.50 3,185.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000018 Page 20

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed with R. Poppiti regarding revisions to cure schedule and filing (.3); follow-up correspondence with C. Fowler (.3); review of revised cure schedule and correspondence regarding same (.7); conference call with company and restructuring support parties regarding revised cure schedule (.5); call with K. Zielaznicki and M. Perkiel regarding certain Callender trademark agreements (.5); revise cure schedule regarding same (.5); follow-up correspondence and calls regarding same (.3); correspondence and review of revisions to Notice and call with R. Poppiti (.4); further review and revisions to revised cure schedule (.4); coordination and filing of schedule (.9) 10/17/11 MHP Conference call with Brett Goodman and Rob Poppiti in connection with assumption and rejection of contracts, relevant schedules, and cure amount and coordination for filing today of the potential assumption notice and schedules (.7); conference call with Brett Goodman, Rob Poppiti and Camille Fowler to discuss the foregoing as well as to follow up on various open issues, status of various contracts, categorization of to be assumed or rejected contracts and related cure amounts (.6); call with David Pittaway regarding the recently filed motion to reject the Westminster lease and the authorizations in connection therewith (.3); conference call with Akin attorneys, company representatives and others to discuss the current version of notice and schedules and cure amounts related to assumption and rejection of contracts and to further discuss the various baskets of contracts and their potential treatment (1.0); receive, review and where appropriate revise or provide comments in connection with the cure notice and the notice for potential assumptions and the schedules and various subsequent versions thereof, and provide comments to colleagues of client (1.2); lengthy call with Bobbie Mellard in connection with both the Coke/Pepsi situation and the Ecolab amendment (.4); confer with Brett Goodman in connection with the potential assumption notice and the clarification thereof in connection with Coca Cola and others (.3); confer with Karl Zielaznicki in connection with certain contracts related to Don Callender or the pre-petition ConAgra transaction (.3); confer with Brett Goodman in connection with various contracts remaining and to be addressed in the context of the potential assumption notice, including Jay Trungale, Fred Grant, Coca Cola and others (.6); confer with Karl Zielaznicki and Brett Goodman in connection with the ConAgra related contracts as they relate to the notice and schedules to be filed today with respect to potential assumed contracts (.5); call with attorney for Ecolab with 6.5 5,102.50 Hours Amount

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000018 Page 21

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed respect to his review of the proposed amendment and his comments regarding same (.3); receive and review and begin revisions to counter-proposed amendment from Ecolab counsel as well as his explanatory email (.3) 10/18/11 BDG Call with R. Poppiti and C. Fowler regarding list of rejected contracts and preparation of same (.4); review of correspondence regarding remodel agreements to be added to cure (.3) Speak with counsel for Ecolab in connection with the proposed amendment and discuss related process (.3); work on revisions to proposed Pepsi stipulation for the rejection of the executory beverage contract, and review file and prior emails from Bobbie Mellard in connection with same (.4) Review of additional cure notice and issues concerning same, including Ecolab and speak with M. Perkiel (.8); call with restructuring support parties regarding notice and follow-up correspondence (.2); review and comment on rejection list (.4); correspondence regarding license agreements (.2); correspondence to J. Stempel (.1); review of Bakersfield lease with M. Portnoy (.2); correspondence with A. Whiteley regarding the MC remodeling and correspondence regarding same (.4); correspondence regarding rejection list with C. Fowler (.3); address trademark and license agreements for rejection list (.3); correspondence with K. Zielaznicki and L. Armistead regarding ConAgra agreements (.3); correspondence regarding Wheeling WV location and assignment (.2) Confer with Brett Goodman in connection with contracts to be assumed and modification to the recently filed notice and the status of Ecolab and other executory contracts to be addressed by way of assumption or rejection (.3); follow up conference with Brett Goodman regarding the foregoing (.3); receive and review miscellaneous schedules and emails from client and colleagues and others in connection with the executory contract and lease assumptions, amendments and rejections program and various of such executory contracts which are currently in some form of negotiation (.8) Review of list of rejected executory contracts and leases (.4), call with R. Poppiti regarding same and correspondence with committee and restructuring support parties regarding same (.3) Further revise proposed Pepsi stipulation and circulate same for comments from Pepsi counsel and others, as well 0.7 245.00 Hours Amount

10/18/11 MHP

0.7

549.50

10/19/11 BDG

3.4

1,190.00

10/19/11 MHP

1.4

1,099.00

10/20/11 BDG

0.7

245.00

10/20/11 MHP

1.8

1,413.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000018 Page 22

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed as communicate with company regarding content and logistics (.6); review various emails and schedule attachments in connection with the draft plan supplement as it relates to rejection of contracts as well as review emails and schedules regarding additional leases to be assumed as amended (.9); confer with Brett Goodman in connection with process for obtaining order for last round of contracts to be assumed as amended and for possible insertion into the draft confirmation order (.3) 10/21/11 MHP Call with Bobbie Mellard in connection with the cure amounts to be agreed and established with Ecolab (.2); call with Ecolab counsel in connection with the proposed amendment, modifications thereto, and the agreed terms as between the clients with respect to the cure payments (.3); in follow up to conversation with counsel for Ecolab, revise proposed amendment to conform with most recent information received (.3) Call and correspondence regarding News America Marketing (.2); call with R. Poppiti and L. Armistead regarding landlord objections to cure amount (.3); calls and correspondence regarding CRG claim (.3); call with counsel to Net Net (.2); call with J. Stempel (.2); calls regarding cure objection (.3) Call with Jeremy Kleinman, counsel for Pepsi, regarding the status of the draft stipulation for rejection (.3); revise and process Ecolab amendment and communicate with Sam Wisotzky (.3); receive and review and respond where appropriate to numerous emails and attachments regarding assumption of executory contracts and leases in preparation for and in connection with their assumption contemporaneous with forthcoming confirmation (1.2) Call with R. Poppiti and C. Fowler regarding cure schedule and rejection list updates (.2); correspondence regarding News America and call with K. Eide regarding same (.2); correspondence regarding cure claims (.3); correspondence regarding East Side Mario's license agreement (.2) Review miscellaneous emails and schedules in connection with ongoing efforts to finalize identification of leases and executory contracts to be assumed or rejected and the cure amounts related thereto as well as review documents and submissions from client in connection therewith (1.1); confer with Brett Goodman regarding the foregoing communications and activities (.2); communicate with counsel for Ecolab regarding finalization of proposed 0.8 628.00 Hours Amount

10/24/11 BDG

1.5

525.00

10/24/11 MHP

1.8

1,413.00

10/25/11 BDG

0.9

315.00

10/25/11 MHP

2.0

1,570.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000018 Page 23

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed amendment to supply and services agreement as well as review his final comments and communicate with Bobbie Mellard and obtain authorization to process and obtain execution of amendment (.4); miscellaneous communications regarding the assumption of the Coca Cola contract and cure amounts in connection therewith (.3) 10/26/11 BDG 10/26/11 MHP Call with M. Perkiel and K. Zielaznicki regarding certain ConAgra agreements Confer with Brett Goodman in connection with ConAgra and related contracts as they relate to assumption and rejection (.3); review various discrete contracts to reconcile same with the pre-petition ConAgra transaction (.7) Discussions and correspondence regarding News America (.3); calls and correspondence regarding Freshpoint PACA and cure (.3); call with R. Poppiti regarding various correspondence on cure issues (.3); review of various correspondence regarding cure resolutions (.3); call and correspondence with E. Park regarding landlord cure (.2); discussion with K. Zielaznicki and correspondence with M. Perkiel regarding excluded assets (.2); preparation for and call with counsel to News America (.4); follow-up correspondence regarding same (.1); call with R. Poppiti and C. Fowler regarding updates to Cure Payment Schedule and other cure issues (.3) Confer with Brett Goodman in connection with miscellaneous executory contracts and cure issues and efforts to resolve open issues as well as to obtain information from client with respect to same (.3); miscellaneous communications and receipt and review of materials and documents in connection with ongoing finalization efforts regarding assumption and rejection and cure issues (.9); work with Bobbie Mellard in connection with resolution of Ecolab amendment (.2); work on revisions to proposed Pepsi stipulation for the rejection of the beverage contract and coordinate same with Bobbie Mellard (.4) Review of Ecolab and Grant amendments and correspondence and call with R. Poppiti regarding the same (.4); cursory review of draft of schedule of amendments to leases (.3); calls and correspondence regarding News America (.3); calls with J. Santarlasci regarding MC franchise agreements and correspondence regarding same (.3); calls and correspondence with Freshpoint counsel (.3); follow-up correspondence with F. 0.3 1.0 105.00 785.00 Hours Amount

10/27/11 BDG

2.4

840.00

10/27/11 MHP

1.8

1,413.00

10/28/11 BDG

2.0

700.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000018 Page 24

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Grant, C. Fowler and R. Poppiti regarding same (.4) 10/28/11 MHP Receive and review miscellaneous emails and communications and materials in connection with ongoing assumption and rejection program of leases and executory contacts as well as with respect to franchisees and Pepsi, and respond or forward same where necessary and appropriate Call with R. Poppiti regarding revisions to cure schedule (.2); review of lease amendments and schedule and revise same (.9); draft and prepare schedule D3 (.9); mark-up and revise schedule D1 and D2 and provide correspondence to C. Fowler (1.5); prepare revisions to Pepsi draft order (.5); various correspondence with C. Fowler regarding cure schedule modifications (.5) Based on recent position taken by Pepsi, revise proposed rejection order in its entirety and review prior drafts as it related to preservation of rights and circulate same to Pepsi counsel and others for consideration Meet with M. Perkiel regarding correspondence from J. Stempel and revise cure schedule regarding same (.4); prepare further revisions to cure schedule and comments to C. Fowler draft (1.1); prepare revisions to Pepsi Order (.3); call with R. Poppiti and C. Fowler regarding cure schedule (.3); review of correspondence regarding same (.4) Totals 0.9 706.50 Hours Amount

10/29/11 BDG

4.5

1,575.00

10/29/11 MHP

1.0

785.00

10/30/11 BDG

2.5

875.00

92.8

43,234.50

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name BRC HTC BDG MHP Carlsen Cohen Goodman Perkiel Hours 20.8 0.2 41.3 30.5 Rate 225.00 785.00 350.00 785.00 Amount 4,680.00 157.00 14,455.00 23,942.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000018 Page 25

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

FOR COSTS AND EXPENSES INCURRED THROUGH 10/31/11 Date Description Amount 36.97 55.72 5.70 Total: Total Fees & Costs: 98.39 $43,332.89

10/13/11 Computer Research 10/13/11 Computer Research 10/13/11 Computer Research

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000019 Page 26

Perkins & Marie Callender's Inc. Other contested matters

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Further review, revise and offer final comments to proposed joint defense stipulation and confer with Hollace Cohen regarding same (.4); call with Joe Santarlasci regarding the Omega discovery requests (.4); follow up conference with Hollace Cohen in connection with the Omega discovery requests and the pending determination motion (.3); receive and review the creditors committee's discovery request as well as related emails as seeking discovery from Omega and others(.4) Lengthy conference call with Joe Santarlasci and Karen Young in connection with the Omega discovery requests and the various documents contained therein and the company's ability to assemble and/or provide the documents in anticipation of formal discovery requests (1.2); miscellaneous communications in connection with discovery as it relates to the Omega claim and the determination motion and various of the records, including corporate minutes and resolutions of the company (.2) Receive and review miscellaneous emails in connection with the pending determination motion and outstanding informal discovery requests and materials received to date (.6); lengthy conference with Hollace Cohen in connection with the determination motion and the outstanding information requests and the coordination and assembly and identification and timing of same (.8); participate in conference call with Hollace Cohen and Andrew Devore in connection with the determination motion, the outstanding discovery requests, the assembly and timing of responses to the requests, the joint defense stipulation and other related topics (.9); follow up conference with Hollace Cohen with respect to the foregoing conference call and the ongoing assembly and timing of response to the Omega information request (.4) Call with John Demey regarding the pending rule 3018 motion and various aspects thereof, including discovery, timing, and other litigation-related elements (.6); conference call with Brett Goodman and Andy Whiteley to discuss the various class actions and certain aspects thereof as they relate to recent communications and the rule 3018 motion (.3); participate in conference call with Omega representatives, Hollace Cohen and Andrew Devore to discuss the rule 3018 motion as it relates to pending discovery and status thereof, as well as timing issues (.6); confer with Hollace Cohen in follow up to the foregoing Omega conference call (.3); calls and emails with Rob Hours 1.5 Amount 1,177.50

10/05/11 MHP

10/06/11 MHP

1.4

1,099.00

10/10/11 MHP

2.7

2,119.50

10/12/11 MHP

6.6

5,181.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000019 Page 27

Perkins & Marie Callender's Inc. Other contested matters

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Poppiti in connection with the Morse litigation identified in the rule 3018 motion and potential resolution thereof for voting purposes (.5); lengthy call with Scott Alberino in connection with the rule 3018 motion and aspects of same as well as other pending contested or non contested matters (.6); calls and emails with Kyle Nordrehaug in connection with the rule 3018 motion and his constituencies positions and principal resolution for purposes of solely his clients voting on the plan (.5); speak with Eric Kingsley, attorney in the McClain litigation, in connection with the rule 3018 motion and possible resolution thereof for voting purposes (.4); follow up communications with Andy Whiteley, Eric Kingsley and Kyle Nordrehaug as well as exchanges of emails, in effort to resolve certain aspects of the pending rule 3018 motion (.9); confer with Hollace Cohen in connection with the status of open issues relating to the 3018 motions (.2); numerous follow up communications in connection with the various issues implicated by the pending rule 3018 motion and possible resolution of various components thereof (1.7) 10/13/11 MHP Call with John Demey in connection with various concepts and possible discussion parameters with respect to the pending rule 3018 litigation as well as the implications thereof to confirmation (.3); confer with Hollace Cohen in connection with miscellaneous aspects, including discovery, regarding the pending rule 3018 litigation (.4) Confer with Hollace Cohen in connection with various aspects of preparation for the hearing on the rule 3018 motion Miscellaneous emails and review of materials in connection with the ongoing Omega rule 3018 motion and joint defense agreements and confidentiality agreements and numerous discovery issues Confer with Hollace Cohen in connection with the rule 3018 motion and the discovery related thereto and the assembly of documents (.4); review materials and draft pleadings in connection with the discovery under the Omega rule 3018 dispute and confer with Hollace Cohen in connection with same (.9) Confer with Hollace Cohen in connection with the rule 3018 depositions and related issues (.2); follow up conference with Hollace Cohen in connection with the foregoing and the scheduling and ongoing discovery (.3); call with Rob Poppiti in connection with the rule 3018 determination motion as well as discuss the objections that have been 0.7 549.50 Hours Amount

10/14/11 MHP

0.4

314.00

10/16/11 MHP

1.4

1,099.00

10/17/11 MHP

1.3

1,020.50

10/18/11 MHP

2.5

1,962.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000019 Page 28

Perkins & Marie Callender's Inc. Other contested matters

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed filed with respect to the debtors 3018 motion (.3); participate in conference call with Andrew Devore, John Demmy and Hollace Cohen in connection with the creditors committee 3018 motion and discovery and depositions related thereto as well as the timing thereof (1.0); confer with Hollace Cohen in connection with and in follow up to the foregoing conference call and scheduling matters (.4); call with Hollace Cohen in connection with the requested deposition of Joe Santarlasci and timing and logistics in connection therewith (.3) 10/19/11 BH 10/19/11 MHP Document review for discovery purposes Confer with Hollace Cohen in connection with the rule 3018 proceedings (.3); follow up conference with Hollace Cohen in connection with the 3018 motions and logistics, witnesses, timing, scheduling, etc. (.4); call with John Courtney, counsel for Martinez, in connection with the debtor's 3018 motion and the possibility of resolving same for purposes solely of voting, and was advised that he would revert (.5); confer with Hollace Cohen in connection with various recap of schedules and ongoing document review and logistics (.3); receive and review miscellaneous emails and respond to many in connection with and in coordination of the compressed discovery schedule regarding the 3018 motions (.9) Confer with Hollace Cohen regarding the status and preparation for depositions and the forthcoming rule 3018 motion hearing (.4); communicate with John Demmy in connection with company deposition and designation (.2); call from Joe Santarlasci regarding certain of his questions in connection with preparation for his forthcoming deposition (.3); follow up conference with Hollace Cohen in connection with preparation for deposition and 3018 hearing (.3); further follow up call with Hollace Cohen in connection with ongoing developments in connection with preparation for Santarlasci deposition and forthcoming hearing (.3); speak with Hollace Cohen regarding latest updates with respect to documents and preparation for Santarlasci deposition and hearing (.4); receive and review and respond to draft term sheet in connection with possible parameters of the Omega issues circulated by Akin Gump (.3) Receive and review emails and confer with Hollace Cohen in connection with update with respect to the pending creditors committee 3018 motion and preparation in regard to same (.4); receive and review deposition of Omega's witness as well as summary received in connection 1.1 2.4 275.00 1,884.00 Hours Amount

10/20/11 MHP

2.2

1,727.00

10/21/11 MHP

1.4

1,099.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000019 Page 29

Perkins & Marie Callender's Inc. Other contested matters

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed therewith (.4); receive call from Joe Santarlasci regarding volume of preparation in connection with his deposition preparation (.2); further follow up call with Hollace Cohen in connection with rule 3018 motion preparation and Santarlasci deposition preparedness (.4) 10/23/11 MHP Speak with Hollace Cohen in connection with results of deposition taken this morning of FTI witness as well as apparent preliminary settlement agreement with Omega resulting in cancellation of Santarlasci deposition (.4); follow up communications with Hollace Cohen in connection with status of the apparent Omega settlement and the processing of same and miscellaneous matters related to the pending rule 3018 motions (.3) Call with Hollace Cohen in connection with the status of the 3018 motions and the Omega settlement (.3); conference call with Hollace Cohen and Rob Poppiti in follow up to the foregoing call and to discuss forthcoming hearing agenda and miscellaneous matters relating to the pending rule 3018 motions as well as discuss certain confirmation issues (.4); follow up call with Hollace Cohen in connection with the aforesaid conference call (.3); review emails and drafts of proposed term sheet with Omega (.3) Call with Hollace Cohen in connection with today's 3018 motion hearing in preparation therefore (.3); follow up call with Hollace Cohen in connection with potential open matters to be addressed at today's hearing as they relate to assembly of numbers regarding franchisees' and Wayzata's request for same of Joe Santarlasci (.3); participate telephonically in the rule 3018 hearings before Judge Gross at which time, among other things, the Omega settlement was approved subject to final documentation (.5); follow up calls with Hollace Cohen in connection with the results of today's 3018 motion hearing and miscellaneous follow up (.6) Receive and review and work with others in connection with the pending Tri-State objection to confirmation and the finalization of the joint response to be filed in connection therewith Review tri state adversary proceeding complaint and related materials Totals 0.7 549.50 Hours Amount

10/24/11 MHP

1.3

1,020.50

10/25/11 MHP

1.7

1,334.50

10/27/11 MHP

1.2

942.00

10/28/11 MHP

0.3 30.8

235.50 23,589.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000019 Page 30

Perkins & Marie Callender's Inc. Other contested matters

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name BH MHP Hedaya Perkiel Hours 1.1 29.7 Rate 250.00 785.00 Amount 275.00 23,314.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000020 Page 31

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Travel back to NY from confirmation hearing. Totals Hours 2.9 2.9 Amount 1,015.00 1,015.00

10/31/11 BDG

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name BDG Goodman Hours 2.9 Rate 350.00 Amount 1,015.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000021 Page 32

Perkins & Marie Callender's Inc. Business operations

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Revise PACA license and surety letter and communicate with Andy Whiteley in connection with same Call with Lonnie Howard to confirm resolution of relationship with Friendly's restaurants in chapter 11 Review emails and confer with Brett Goodman in connection with issues involving automobile and general liability insurance and the Ace and Chartis insurance matters and their inclusion in part into the draft confirmation order for purposes of continuity and maintenance of insurance programs (.3); follow up conference with Brett Goodman and Debbie Rickman regarding current status and future needs of the insurance programs as they relate to confirmation and post confirmation programs (.4); participate in conference call with Brett Goodman and Andrew Schroeder in connection with the issues relating to the flood loss at pre-petition closed restaurant location and insurance claims and proceeds (.5); follow up conference with Brett Goodman regarding miscellaneous matters related to business operations and various pass-through matters to be addressed in the confirmation order as well as discuss the Watkins franchise issues and real estate lease assumptions (.4) Totals Hours 0.4 0.2 1.6 Amount 314.00 157.00 1,256.00

10/04/11 MHP 10/11/11 MHP 10/20/11 MHP

2.2

1,727.00

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name MHP Perkiel Hours 2.2 Rate 785.00 Amount 1,727.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000022 Page 33

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Conference call with Brett Goodman and Andy Whitely in connection with the Unruh matter and possible counter offer to their most recent proposal Review Jay Trungale employment agreement as it relates to its assumption and various rights and obligations to be succeeded to by the reorganized debtors Totals Hours 0.3 Amount 235.50

10/12/11 MHP

10/24/11 MHP

0.3

235.50

0.6

471.00

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name MHP Perkiel Hours 0.6 Rate 785.00 Amount 471.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000023 Page 34

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Review latest DIP budget variance report and Wells Fargo counsel fee request Consideration of questions posed regarding class 4 claims Begin review of draft of exit facility Review correspondence from J. Austin and S. Alberino regarding need for comments to First Lien Exit Facility and discussion with M. Portnoy regarding providing same (.3) Correspondence and calls regarding disposed properties for exit financing Begin detailed review of Wells Fargo exit facility (2.1); further review (.7); call with Hollace Cohen regarding status (.3) Calls with T. Kahler regarding LLC conversion and liabilities under the Plan (.3); review of plan and disclosure statement regarding same (.3); review of claims pool regarding same (.3) Continue review of credit agreement (.8); continued review (1.1) Review correspondence from J. Austin inquiring regarding confirmation order (.1); discussion with B. Goodman regarding timing of confirmation order draft (.2) continue review of Wells Fargo credit agreement and draft comment memo regarding the same (2.7); continue comment memo draft (2.1); continue comment memo and finalize the same (1.7) Call from Meng Ru of Akin to discuss comments to Wells Fargo credit agreement draft (.4); conference with H. Cohen regarding status (.2); conference with B. Goodman regarding timing (.2); begin review regarding other materials required to be included in plan supplement (.8) Review revised drafts of Wells Fargo loan documents (received today from Akin) (2.7); review materials relating to Omega Trust (1.6) Confer with Mitch Portnoy in connection with the first lien documents and information needed in connection therewith (.5); receive and summarily review various drafts and documents received in connection with the exit and emergent financing and related documents (.6) Correspondence to Akin Gump and to M. Perkiel (.1); Hours 0.3 0.6 0.6 0.3 Amount 235.50 414.00 414.00 235.50

10/04/11 MHP 10/05/11 MPP 10/11/11 MPP 10/12/11 HTC

10/12/11 BDG 10/12/11 MPP

0.4 3.1

140.00 2,139.00

10/13/11 BDG

0.9

315.00

10/13/11 MPP 10/14/11 HTC

1.9 0.3

1,311.00 235.50

10/14/11 MPP

6.5

4,485.00

10/17/11 MPP

1.6

1,104.00

10/18/11 MPP

4.3

2,967.00

10/19/11 MHP

1.1

863.50

10/19/11 MPP

5.1

3,519.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000023 Page 35

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed review Akin comments to revised draft of exit facility (.8); call with M. Perkiel to discuss issues (.5); continue review of revised draft (1.6); draft comment correspondence (.7); follow-up regarding questions raised by Akin (.8); follow-up for information requested by Akin (.6) 10/20/11 MPP 10/21/11 MPP Follow-up regarding questions raised by Akin finance attorneys Review revised draft of Wells Fargo credit agreement received today from Akin (1.6); preliminary review of initial draft received today (from Akin) of Second Lien Credit Agreement (1.3); all-hands status call (.6) Status conference call (.6); begin review of mark-up received of first lien credit facility (.7); begin follow-up of issues raised by Akin (.2) Review of issues raised by Akin finance team (1.3); draft correspondence regarding the same (.8); begin review of mark-ups received (1.6) Conference call with counsel to restructuring support parties concerning certain financing and closing documents Confer with Hollace Cohen in connection with the current status of activity regarding the efforts by Akin to finalize the first lien and second lien credit facilities (.3); participate in conference call with Hollace Cohen, Mitch Portnoy and Tim Kahler in connection with receipt of closing checklist, which I reviewed, to discuss perceived and misplaced assignments of tasks and responsibilities as well as the timing for the collective efforts to address the items reflected in the closing checklist (.6) Preparation for conference call (.6); conference call with Joseph Santarlasci, K. Young and Akin to discuss aspects of WF credit facility (.7); review materials received from Akin (.4); call with Mitchel Perkiel, Hollace Cohen and Timothy Kahler to discuss closing responsibilities (.6); draft summary of WF credit facility (3.1) Confer with Mitch Portnoy throughout the morning at various times in connection with the first lien and second lien facilities, the recently received checklist, the tasks and assignments to be pushed back to Akin, and the abstracts of said financing facilities as prepared by Mitch Portnoy, and review same Revise summary of WF credit facility (1.3); draft summary of second lien credit facility (3.4); conference with Mitchel Perkiel regarding proposed mergers and other transactions 1.3 3.5 897.00 2,415.00 Hours Amount

10/26/11 MPP

1.5

1,035.00

10/27/11 MPP

3.7

2,553.00

10/28/11 BDG 10/28/11 MHP

0.6 0.9

210.00 706.50

10/28/11 MPP

5.4

3,726.00

10/29/11 MHP

1.6

1,256.00

10/29/11 MPP

8.1

5,589.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000023 Page 36

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed and responsibilities and follow-up to same (2.6); continue review of materials received (.8) 10/30/11 MPP 10/31/11 MPP Review draft of WF Guaranty and Security Agreement Correspondence with Hollace Cohen regarding proposed mergers (.2); correspondence regarding status (.3); review revised draft of intercreditor agreement (.8) Totals 0.6 1.3 414.00 897.00 Hours Amount

55.5

38,076.50

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name HTC BDG MHP MPP Cohen Goodman Perkiel Portnoy Hours 0.6 1.9 3.9 49.1 Rate 785.00 350.00 785.00 690.00 Amount 471.00 665.00 3,061.50 33,879.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000024 Page 37

Perkins & Marie Callender's Inc. Franchisee issues

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Call with Joe Santarlasci in connection with the status of Marie Callender franchisee relationships and agreements Review materials provided by Brett Goodman and related emails from the company in connection with conference call to be had regarding various partnerships of which Pie Shops is a general partner and accrued distributions in connection with same (.4); participate in conference call with Brett Goodman, Paul Schiafni and others at the company regarding certain franchisee partnerships and the accrued and outstanding distributions and the characterization of same as they relate to both pre-petition and post-petition periods and potential payment structure (.7); receive and review emails from clients in follow up to the foregoing (.3); confer with Hollace Cohen in connection with franchisee matters as raised by Akin in their desire to have a call regarding the status thereof (.2); follow up conference with Hollace Cohen regarding the franchisee situation in the absence of any follow up by Akin (.2) Meeting with Mark VanderBroek regarding researching whether the termination or cancellation of a master agreement between a franchisor and a supplier would terminate the underlying agreements between the supplier and the franchisees Receive and review and respond to emails in connection with the Watkins partnership operations and related unpaid distributions Conference call with Mitch Perkiel regarding issues regarding rejection of Pepsi Master Agreement (.5); conference with Katherin Chapman regarding same (.5) Research regarding the effect of the termination or cancellation of a master agreement between a franchisor and a supplier on the underlying agreements between the supplier and the franchisees Based upon communications received from Joe Santarlasci emanating from his participation in the Las Vegas conference, follow up on the content of the proposed revised Marie Callender franchise agreement and review elements of same Research and provide Katherin Chapman with New York court opinions and treatise and journal articles about whether a contract between a franchisee and a third-party supplier is still binding upon the franchisee after the franchisor declares bankruptcy or after the master franchise Hours 0.1 1.8 Amount 78.50 1,413.00

10/07/11 MHP 10/10/11 MHP

10/11/11 KJC

0.5

112.50

10/11/11 MHP

0.3

235.50

10/11/11 MSV

1.0

550.00

10/13/11 KJC

0.8

180.00

10/13/11 MHP

0.4

314.00

10/13/11 TT

2.8

476.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000024 Page 38

Perkins & Marie Callender's Inc. Franchisee issues

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed agreement between the franchisor and franchisee is terminated for another reason 10/14/11 KJC Research regarding the effect of the cancellation of a master agreement between a franchisor and a supplier on the underlying agreements between the supplier and the franchisees, with a focus on New York law Review franchise law articles regarding supplier issues; conference with Katherin Chapman regarding research; email to Mitchel Perkill Participate in conference call with Brett Goodman and attorney for Watkins franchisee regarding resolution of status of unpaid distributions Totals 0.5 112.50 Hours Amount

10/14/11 MSV

0.5

275.00

10/20/11 MHP

0.2

157.00

8.9

3,904.00

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name KJC MHP TT MSV Chapman Perkiel Townsend VanderBroek Hours 1.8 2.8 2.8 1.5 Rate 225.00 785.00 170.00 550.00 Amount 405.00 2,198.00 476.00 825.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000025 Page 39

Perkins & Marie Callender's Inc. Tax issues

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Receive, review and respond to emails in connection with California tax payment Phone conference Paul Schifani and Howard Jacobson regarding liquor licenses Totals Hours 0.2 0.4 0.6 Amount 157.00 318.00 475.00

10/06/11 MHP 10/07/11 MAG

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name MAG MHP Goldsmith Perkiel Hours 0.4 0.2 Rate 795.00 785.00 Amount 318.00 157.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000026 Page 40

Perkins & Marie Callender's Inc. Real estate issues

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Review materials in preparation for conference call with counsel for MTV Real Estate (.3); participate in conference call with Brett Goodman and counsel for MTV Real Estate regarding issues related to insurance payments and reimbursement and compensation to landlord for pre chapter 11 flood damage to rejected store location (.7) Totals Hours 1.0 Amount 785.00

10/05/11 MHP

1.0

785.00

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name MHP Perkiel Hours 1.0 Rate 785.00 Amount 785.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000027 Page 41

Perkins & Marie Callender's Inc. Board of directors matters

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Telephone conference with Hollace Cohen (0.3) regarding authority matters for Board of Directors in connection with certain actions to be taken pursuant to the 2nd Amended and Restated Plan of Reorganization (the "Plan II"); contact Harriet Cohen and obtain copy of Plan II from her (0.2), brief overview review of Plan II (0.2); begin detailed review of Plan II for various corporate and LLC components including certain matters to be included within applicable limited liability company agreements (1.3); take notes regarding same to discuss tomorrow with Hollace Cohen and or M. Perkiel (0.5); begin review of proposed draft form of LLC agreement for PMC Holdings (0.6) Conference with Brett Goodman regarding relative size of Class 4 and Class 5 claims and regarding location in disclosure statement and plan of descriptions of specific corporate actions relating to the conversion to LLC's, etc. (.2); further review of disclosure statement and plan or reorganization (.9); review, comment on and revise draft form of LLC agreement for Reorganized PMC Holding (6.5) Coordinate fax of changed pages on LLC Agreement to Hollace Cohen (0.2); finish memo to M. Perkiel and Hollace Cohen regarding PMC Holding, LLC Operating Agreement (1.9); review Plan description of arrangements for corporate reorganization, etc. (1.0); telephone call with Hollace Cohen (calling from outside the New York office) to discuss comments on the LLC Operating Agreement (0.4); further revisions to LLC Operating Agreement as per discussion with Hollace Cohen (1.6); cover memo to Akin Gump working group regarding draft LLC Operating Agreement (0.4) Sunday, October 16: Review comments on Reorganized PMC Holding, LLC Operating Agreement by Legal Counsel for the Committee of Unsecured Creditors Finish review of changes proposed by Ropes & Grey (counsel to Committee of Unsecured Creditors) on PMC Holding, LLC Operating Agreement (0.7); prepare internal memo to Hollace Cohen and Mitch Perkiel re same (0.6); coordinate brief tax department review of distribution and allocation provisions of LLC Agreement (0.1); review further changes from Akin Gump in response to comments of Ropes & Grey and Troutman Sanders (1.4); read draft Bylaws to be attached as an Exhibit to LLC Operating Agreement and send comments to working group of Akin Gump and Ropes & Grey (0.7); prepare for conference call with Akin Gump and Ropes & Grey to finalize LLC Hours 3.1 Amount 1,860.00

10/12/11 TIK

10/13/11 TIK

7.6

4,560.00

10/14/11 TIK

5.5

3,300.00

10/17/11 TIK

0.7

420.00

10/17/11 TIK

4.3

2,580.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000027 Page 42

Perkins & Marie Callender's Inc. Board of directors matters

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Operating Agreement (0.8) 10/18/11 TIK Prepare for conference call with Ropes & Gray and Akin Gump to discuss LLC Operating Agreement (0.5); participate in conference call (.9); review form of Franchise Agreement as background for preparation of certain definitions under the LLC Operating Agreement as per request of Akin Gum (0.3); prepare definition of "Applicable Franchisee" and "Applicable Franchisee Development Party" as per request of Akin Gump (0.9); conference with Mitchel Perkiel regarding certain aspects of negotiations for manager qualifications and self-dealing limitations under the LLC Operating Agreement (0.4); review Delaware and California law regarding various ancillary corporate charter documents to be prepared by Akin Gump as required by Plan of Reorganization (1.5) Conference with Mitch Perkiel regarding status of PMC Holding negotiations with Ropes & Gray and Akin Gump (0.4); review materials from Brett Goodman regarding Rule 3018 Objection as per request of Mitch Perkiel in connection with LLC Operating Agreement (0.6); finish defined terms for LLC Operating Agreement as requested by Akin Gump (0.4); begin review of revised materials from Akin Gump, including revised LLC Operating Agreement, revised Bylaws, etc. (0.6) Finish review of revised draft of Bylaws from Akin Gump (0.1); finish review of revised draft of LLC Operating Agreement from Akin Gump (0.5); review draft of form of operating agreement for non-material subsidiaries from Akin Gump (0.4); review form of LLC Certificate of Formation from Akin Gump (0.0); telephone call with Chris Henry of Ropes & Gray to discuss certain points applicable to Committee of Unsecured Creditors (0.1); check term sheet in Plan of Reorganization for certain business points discussed with Ropes & Gray (0.4) Check further changes to various corporate documents received from Akin Gump at 10:00 p.m. Thursday evening (0.4); e-mail to working group regarding comments and questions on documents (0.1); review proposed list of managers / officers and compare to term sheet criteria (0.3); email to and conference with Brett Goodman regarding managers and officers and voicemail message to Chris Henry of Ropes & Gray concerning managers (0.3); prepare certificate of conversion for corporation-to-LLC transaction for Reorganized PMC Holding, LLC (0.4); review file for potential other Troutman corporate responsibilities for closing of transaction (0.3); read e-mail 4.5 2,700.00 Hours Amount

10/19/11 TIK

2.0

1,200.00

10/20/11 TIK

1.5

900.00

10/21/11 TIK

4.2

2,520.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000027 Page 43

Perkins & Marie Callender's Inc. Board of directors matters

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed communications by Ropes & Gray (0.3); send email to Ropes & Gray regarding managers, etc. (0.1); further communication with Brett Goodman regarding managers and requirements of the Plan (0.2); review the Plan and Disclosure Statement regarding manager requirements (0.4); further email to Ropes & Gray regarding managers (0.1); attention to mechanics of converting Delaware corporations to LLCs and payment of franchise taxes, including communications with statutory filing agents in Delaware and California and coordinate assembly of franchise tax statements for each entity to be converted (0.8); several telephone calls with Vicki Teerman of PMC in Memphis offices to discuss background information for possible reduction in franchise taxes (0.3); telephone call with Paul Schifani of PMC tax department to discuss same and check information provided by P. Schifani regarding same (0.2) 10/24/11 TIK 10/26/11 TIK Attention to questions from Akin Gump regarding prior agreements involving Donad Callender, etc. Summary of Restructured PMC Holdings LLC Operating Agreement as per request of M. Perkiel (5.1); email to Erika Johnson of Akin Gump (cc to other members of working group) regarding and additional change needed to LLC Operating Agreement (0.1) Attention to question from M. Perkiel and K. Zielaznicki relating to status of 1994 trademark license agreement with Donald Callender, and conference with K. Z. as to the Asset Purchase Agreement treatment of that Agreement (0.8); conference with B. Goodman regarding status of closing preparations (0.1); review plan supplement for details as to closing arrangements and timing (0.7); conference with M. Perkiel regarding closing arrangements (0.1); telephone calls with Paul Schifiani and Bill Payne of Perkins to discuss corporate organization and possible reorganization transactions (0.6); telephone call with Marco Costales (California counsel to Perkins for liquor control board legal matters) to discuss status of liquor license transfers, etc. and timing of closing (0.6); brief conference with Allegra Johnson to discuss closing matters (0.1); telephone call with Perkiel to discuss timing of closing (0.2);conference with K. Zielaznicki to discuss same (0.1); email to working group to convey draft of Certificate of Conversion (Delaware) (0.1); coordinate with CSC Delaware agents to determine franchise tax payments required for converting the Delaware corporations (0.5) Attention to e-mail from CSC regarding franchise tax 0.2 5.2 120.00 3,120.00 Hours Amount

10/27/11 TIK

3.9

2,340.00

10/28/11 TIK

3.3

1,980.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000027 Page 44

Perkins & Marie Callender's Inc. Board of directors matters

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed payments (0.4); prepare for meeting with Allegra Johnson to delegate certain work re closing documents, etc. (0.7); meet with A. Johnson to discuss closing documents, etc. (0.2); check over draft closing checklist from Akin Gump and review against Plan of Reorganization (0.4); correct draft certificate of conversion (0.2); email to Akin Gump with corrected certificate of conversion (0.0); telephone call with Paul Schifani and a colleague of Perkins to discuss certain closing matters and procedures for distributing closing documents among the Perkins internal working group (0.4); draft and send e-mail to Erika Johnson of Akin Gump to inquire about California Liquor License transfers, etc. (0.2); telephone call and voicemail to Erika M. Johnson of Akin Gump (0.0); further work to prepare closing documents for newly-formed limited liability companies, etc. (0.5); review organization chart showing proposed changes to corporate structure provided by Paul Schifani (0.3) 10/31/11 TIK Telephone call with M. Perkiel in Delaware after Bankruptcy hearing to determine status of deal (0.1); review email exchange from Akin Gump and PMC regarding reorganization matters (0.1); telephone call with Marco Costales (California liquor counsel to PMC) (0.4); review and comment on corporate reorganization documents (three certificates of conversion, etc.) prepared by Allegra Johnson (0.6); review organization chart sent by PMC showing slight modifications from bankruptcy plan (0.7); read emails from M. Portnoy and M. Perkiel regarding changes to corporate organization (0.1) Totals 2.0 1,200.00 Hours Amount

48.0

28,800.00

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name TIK Kahler Hours 48.0 Rate 600.00 Amount 28,800.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000028 Page 45

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Editing determination motion (3.5); Conference with Mitch Perkiel regarding the presentation of the determination motion (0.2); reviewing / editing draft of determination motion, preparing correspondence with local counsel, Mitch Perkiel, and Brett Goodman regarding the status of the motion (0.4) Make revisions to current draft of proposed determination motion (.8); throughout the day, numerous emails in connection with the efforts to finalize the determination motion and the relevant exhibits as well as to identify the scope of the motion as it relates to books and records reconciliation (.9); receive and review schedules as modified and amended relevant to the claims resolution process and the determination motion (.5); follow up review in connection with rejected lease related schedules, including statutory caps, nature of claims, proofs of claim filed and pre-petition payments made to said landlords (.6); calls with Ben Carlsen in connection with finalization of the determination motion (.3) Preparing correspondence to the client regarding the status of the litigation objections in the determination motion (0.3); researching additional litigation claims for the determination motion (0.9); reviewing correspondence from local counsel, client, and case administration company regarding the status of the determination motion (0.3); reviewing and editing determination motion (0.4) Review Debtors’ 3018 motion and correspondence from M. Perkiel regarding same (.4); review correspondence between P. Deutch and B. Goodman regarding bondholder claims for voting purposes (.2); discussion with B. Goodman regarding solicitation procedures (.3); further correspondence with P. Deutch and B. Goodman (.2); review correspondence from J. Demmy regarding proposed discovery schedule (.1); review joint defense stipulation and note issues (.3); call M. Perkiel regarding joint defense stipulation and leave message (.1); draft email with my comments (.5); review email from M. Perkiel responding with his comments (.2); follow up correspondence to M. Perkiel regarding issues (.2) Miscellaneous communications in connection with proposed joint defense stipulation, and communicate with Hollace Cohen in connection with that and other matters related to claims administration (.3); throughout the day, miscellaneous emails and communications to and from, among others, Hollace Cohen, Ben Carlsen. Brett Hours 4.1 Amount 922.50

10/01/11 BRC

10/01/11 MHP

3.1

2,433.50

10/02/11 BRC

1.9

427.50

10/02/11 HTC

2.5

1,962.50

10/02/11 MHP

1.6

1,256.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000028 Page 46

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Goodman, Omni representatives and client representatives and co-counsel in connection with the determination motion, its schedules, other areas for objections to claims and other schedules developed and to be developed, as well as in the course of these communications, respond to same as well as review attachments, and comment thereon, and continue to assist in the processing of the determination motion for filing tomorrow (1.3) 10/03/11 BRC Reviewing litigation objection schedule, preparing correspondence to case administration management regarding the exhibit (1.1); Reviewing case file regarding determination motion (0.5); Editing determination motion (3.4); Reviewing and editing determination motion (0.9); Conference with Mitch Perkiel and Brett Goodman regarding the determination motion (0.4); Conference call with creditor committee regarding which claims to object to in the determination motion (0.7); conference with local counsel and Brett Goodman regarding new thresholds on the Exhibits (0.1) Review correspondence from C. Fowler regarding franchisee royalty claims regarding trademarked products, send email regarding same to M. Perkiel (.3); review Committee Determination Motion (.2) Call with R. Poppiti to work on various matters attendant to the determination motion and first objection (.8); correspondence with P. Deutch and discussions with H. Cohen and R. Poppiti regarding Class 4 individual votes (.4); calls with restructuring support parties regarding determination motion issues (.1); conference call with B. Carlsen and M. Perkiel to discuss various open issues with determination motion (.4); calls with R. Poppiti to discuss status of determination motion and revisions (.3); correspondence with company and Omni regarding exhibits and motion (.5); prepare correspondence to restructuring support parties regarding motion and exhibits and nonsubstantive objection (.3); review of committee's determination motion (.3); call with R. Poppiti and H. Cohen regarding committee motion and target on exhibits to 3018 motion (.3); conference call with restructuring support parties and company regarding determination motion and final revisions to exhibits (.5); follow-up correspondence with Omni regarding same (.3); call with R. Poppiti and B. Carlsen regarding revisions (.2); call with R. Poppiti and P. Deutch regarding no-debtor objections (.2); review of updated exhibits and prepare correspondence regarding same (.3); call with M. Perkiel regarding same (.1); call 7.1 1,597.50 Hours Amount

10/03/11 HTC

0.5

392.50

10/03/11 BDG

5.9

2,065.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000028 Page 47

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed regarding non-substantive objection and correspondence regarding same (.2); review of final revised determination motion (.4); calls with B. Carlsen regarding final revisions (.2); call with R. Poppiti regarding filing (.1) 10/03/11 MHP Conference with Brett Goodman and Ben Carlsen in connection with efforts to finalize the rule 3018 motion (.4); based upon the foregoing, and in anticipation of conference call, prepare for such call and review various schedules and emails relating to the current state of affairs (.4); participate in conference call with Troutman personnel, client and Akin attorneys to finalize decisions with respect to the debtors determination motion and the expanse thereof (.8); follow up communication with Brett Goodman and Ben Carlsen regarding the determination motion (.3); receive and review the creditors committee's motion for determination under rule 3018 and speak with Hollace Cohen in connection with same (.4) Conference call with Omni regarding claims administration and substantive objections Call with Eric Kingsley, counsel for one of the putative class actions, regarding his claim, the recently filed rule 3018 motion, and his recent email regarding possible settlement and compromise of his constituency's claims Review of correspondence from Omni regarding amended claims (.2); call with R. Poppiti regarding amended claim voting issues concerning record date and balloting (.6); draft and prepare email correspondence to restructuring support parties concerning treatment of amended claim votes (.6); follow-up correspondence with R. Poppiti regarding same (.3); modifications to email correspondence (.2); review of amended claims issues and calls with R. Poppiti and K. Eide regarding same (.5); call with C. Fowler, M. Perkiel and R. Poppiti regarding certain claims objection issues (1.1); correspondence with K. Nownes regarding amended claims (.1) Prepare and review emails and materials in connection with anticipated calls today regarding the determination motion and discovery, timing and process (.3); participate in conference call with Brett Goodman, Rob Poppiti and Camille Fowler to review parameters and protocol for substantive objections to claim based upon books and records and other theories (1.1); review prior communications and letters and schedules regarding the Omega litigation in preparation for call with creditors committee counsel (.3); confer with Hollace Cohen in 2.3 1,805.50 Hours Amount

10/04/11 BDG 10/04/11 MHP

1.0 0.4

350.00 314.00

10/05/11 BDG

3.6

1,260.00

10/05/11 MHP

2.3

1,805.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000028 Page 48

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed preparation and coordination for call with creditors committee counsel (.2); participate in conference call with Hollace Cohen and creditors committee counsel regarding the determination motion, the informal Omega requests, and related litigation activity (.4) 10/06/11 HTC Discussion with B. Goodman and M. Perkiel regarding Scifani inquiry regarding partnership claims (.2); review correspondence regarding same (.1); call F. Grant and leave message for C. Fowler (.1) Call with R. Poppiti regarding claims issues (.2); call with R. Poppiti and K. Nownes regarding amended claims issues and preparation of substantive objections (.5) Receive and review and respond to emails in connection with the processing of the joint defense stipulation among the company, the creditors committee and Wayzata, and communicate with Hollace Cohen in connection with same Review correspondence from M. Perkiel regarding materials prepared by company in response to Omega Trust discovery request (.4); begin review of same (.5); draft email to J. Santarlasci and K. Young regarding responses to Omega discovery questions 3, 6-10 (.3); participate in call with J. Demmy and A. Devore regarding discovery schedule and issues regarding discovery (1.1); review correspondence from K. Eide to L. Armistead regarding terms of franchise agreements (.2); review correspondence from J. Demmy confirming matters discussed on call (.2) Lengthy call with Joe Santarlasci in connection with the outstanding Omega informal production requests Correspondence to M. Perkiel regarding Omega Trust claim and Plan litigation; review Omega Trust discovery request and documents for responses Conference call with R. Poppiti and M. Goldberg of Sonar Credit Partners regarding claims objections (.3); call with M. Norse regarding late filed claim (.1); call with A. Schroeder regarding Oklahoma property claim (.1) Conference call with Hollace Cohen and Scott Alberino regarding the pending rule 3018 determination motion Review agreements filed by Tri-State with proof of claim and discovery claim relative to response to Omega Trust (.4); review correspondence from K. Young attaching issues raised by FTI requesting documents for Omega Trust claim litigation (.2); review correspondence from J. 0.4 314.00 Hours Amount

10/06/11 BDG

0.7

245.00

10/06/11 MHP

0.3

235.50

10/07/11 HTC

2.7

2,119.50

10/07/11 MHP 10/09/11 HTC

0.7 0.9

549.50 706.50

10/10/11 BDG

0.5

175.00

10/11/11 MHP 10/12/11 HTC

0.4 0.8

314.00 628.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000028 Page 49

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Santarlasci regarding same, forward K. Young email with information to M. Perkiel (.1); request form of confidentiality agreement from S. Alberino (.1) 10/12/11 BDG Call with M. Sandler regarding Southern Wine duplicate objection (.2); correspondence regarding same (.1); discussion regarding revision to objection order (.1); Review email from A. Devore regarding Committee request for documents produced to Omega and Confidentiality Agreement (.1); review draft confidentiality agreement and send to E. Unis (.3); discuss same with E. Unis (.2); call with K. Young regarding FTI document request relative to Committee Determination Motion and request further information relative to Omega and Tri-State amendment agreements (.3); call with J. Santarlasci regarding document production, his call with FTI, status of negotiations with Castle Harlan and Westminster claims, voting of claims (.4); discussion with K. Young regarding additional information needed with respect to new Iowa franchise (.2); send email with document from K. Young to E. Unis (.1); discussion with E. Unis regarding same (.2); correspondence with M. Perkiel regarding pending discovery and update call regarding plan on Monday with J. Santarlasci and J. Trungale (.2); review draft response to Omega Trust discovery request prepared by E. Unis (.3); review correspondence from B. Goodman regarding additional Committee requests for information relative to determination motion and discuss same with B. Goodman (.2); discussion with K. Young regarding same, valuation issues, etc. (.4); email from and call with J. Santarlasci regarding materials to be provided to Omega, discussion regarding valuation inquiries by S. Alberino and status of Castle Harlan negotiations (.4); review questions from E. Unis regarding confidentiality agreement and respond to same (.2) Correspondence regarding first substantive claims objections (.2); call regarding Gain Green claim and review of ballot concerning same (.2); call with M. Krish regarding Green claim (.2); various calls and correspondence with R. Poppiti, K. Eide and CRG regarding convenience class election (.5) Correspondence with E. Unis regarding draft confidentiality agreement (.2); correspondence to R. Poppiti regarding same (.1); give E. Unis several comments to draft confidentiality stipulation (.3); review revised draft of confidentiality stipulation (.2); call with E. Unis regarding further comments to the same (.3); correspondence to S. 0.4 140.00 Hours Amount

10/13/11 HTC

3.5

2,747.50

10/13/11 BDG

1.1

385.00

10/14/11 HTC

2.5

1,962.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000028 Page 50

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Alberino requesting Akin comments to joint defense stipulation (.1); correspondence with R. Poppiti regarding form of confidentiality stipulation (.2); send same to E. Unis (.1); call E. Unis regarding comments to confidentiality stipulation, etc. (.4); calls with E. Unis regarding documents to be produced and emailing same to S. Alberino for his review (.4); review valuation information book (.2) 10/15/11 HTC 10/16/11 HTC Send emails to E. Unis regarding Committee requested information and documents and questions regarding same Review correspondence from K. Eide regarding Akin comments, joint defense stipulation and review same (.3); send to E. Unis (.1); correspondence to S. Alberino, K. Eide, M. Perkiel, E. Unis, A. Devore regarding joint defense and confidentiality agreements, Omega documents and propose call concerning comments (.2); correspondence with E. Unis regarding his review of additional documents sought by the Committee relative to Omega Trust (.4); correspondence from and to R. Poppiti regarding his comments to confidentiality agreement (.2); review comments to K. Eide to joint defense agreement (.3); review Fort Dodge Commitment Agreement and projections regarding same (.5); correspondence with M. Perkiel regarding Omega objection and discovery request regarding valuation (.2); review valuation analysis and cash flow projections (1.1); meet with E. Unis regarding revisions proposed to confidentiality agreement by Akin and Committee (.4); review revised joint defense agreement and meet with E. Unis regarding addition thereto regarding disclosures to Restructuring Support Parties and review Restructuring Support Agreement and Plan regarding same (.4); meet with E. Unis regarding objections to discovery request (.3); review requests 6-10 and proposed documents responsive to request (.8); meet with E. Unis regarding response to requests 6-10 and regarding additions to objection to discovery request (.7) Correspondence with E. Unis requesting revised discovery response and review and revise same (.5); correspondence with J. Demmy regarding confidentiality agreement and document production (.2); emails to A. Devore and to S. Alberino regarding status of their comments to latest draft of confidentiality agreement (.2); correspondence from A. Devore to J. Demmy regarding discovery (.1); discussion with K. Eide regarding confidentiality agreement and joint defense agreement (.3); review correspondence from K. Eide regarding Akin comments to confidentiality agreement, review proposed revisions and revise confidentiality 0.7 5.9 549.50 4,631.50 Hours Amount

10/17/11 HTC

10.1

7,928.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000028 Page 51

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed agreement (.5); review Debtors’ proposed document production with E. Unis (.9); review Akin revisions to joint defense agreement and ask E. Unis to incorporate same (.5); discussions with E. Unis regarding proposed and other revisions to confidentiality and joint defense agreement (.5); correspondence with J. Demmy regarding confidentiality agreement and send confidentiality agreement to J. Demmy et al. (.2); numerous discussions with E. Unis, K. Eide regarding designation of produced documents as confidential or highly confidential (.5); work with Harriet Cohen on document production and redaction (.4); send documents to be produced to J. Santarlasci (.3); discussions with J. Santarlasci regarding same (.2); review correspondence from A. Devore regarding confidentiality agreement (.2); review correspondence from J. Demmy regarding Omega production and secure website (.1); review correspondence from A. Devore in response (.1); discussions with K. Eide and A. Devore regarding Debtors’ email production (.2); discussion and correspondence with J. Demmy and J. Rubinstein regarding same (.2); correspondence from K. Eide regarding document production issues (.2); correspondence and discussions with A. Devore regarding logistics of delivery of debtors’ document production to FTI (.2); review revisions to confidentiality agreement proposed by J. Demmy and revise agreement (.4); discussion with K. Larson regarding document production (.2); attention to further revisions to Debtor’s response to production and meet with E. Unis regarding same (.8); review response from Omega to Committee discovery request (.3); correspondence from A. Devore and J. Demmy regarding execution of confidentiality agreement (.1); correspondence from and discussions with K. Eide regarding need to get Wayzata counsel signature and correspondence with A. Devore and J. Demmy regarding delay in same (.3); correspondence with M. Perkiel regarding same (.1); attempt to review Omega Trust production and correspondence with J. Demmy regarding need for pass code (.2); call to R. Brody regarding possible delay in production due to lack of Wayzata signature to confidentiality agreement (.2); correspondence from A. Devore regarding section of joint defense agreement (.1); attention to final document production, Debtors response to informal discovery request and signed confidentiality agreement to add committee counsel signature and send same (.9) 10/18/11 HTC Review draft 30(b)(6) deposition notice from J. Demmy (.4); discuss same with M. Perkiel and issues regarding timing of deposition of Omega witness, expert witness and J. 5.6 4,396.00 Hours Amount

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000028 Page 52

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Santarlasci (.3); call A. Devore regarding same and leave message (.1); correspondence from A. Devore to J. Demmy and me regarding timing of deposition (.2); discussion with A. Devore regarding availability for Debtor fact witness deposition (.2); call to and correspondence with J. Demmy regarding same (.2); review 1969 proposal letter to Wyman Nelson (.1); begin review of Omega document production website (.8); discussions with E. Unis regarding review of Omega document production and need to obtain additional assistance (.2); review correspondence from J. Demmy regarding document production and deposition schedule (.2); call with M. Perkiel regarding same and staffing (.3); call with J. Demmy, A. Devore and M. Perkiel regarding Debtors’ production and deposition schedule (.4); and follow up call with M. Perkiel regarding same (.3); review correspondence from J. Rubenstein requesting information regarding attendance at 10/20/11 deposition of Omega fact witness and Committee response to same (.1); review various objections to disallowance of claims for voting purposes including Omega Trust objection and Exhibits (1.3); correspondence to J. Santarlasci requesting correspondence with T. Welch or Omega Trust and with M. Perkiel regarding same (.2); call with J. Santarlasci regarding discovery request (.3) 10/19/11 AC 10/19/11 HTC Briefing and begin preparation for deposition; review of various pleadings Review correspondence from K. Eide regarding call and review responses (.1); discussions with M. Perkiel regarding need for staffing of Omega deposition in Minnesota tomorrow, deposition of expert witness of Omega and FTI and for review of documents produced by Omega (.4); meet with E. Unis regarding nature and amount of documents produced by Omega and review several documents (.4); meet with E. Unis and Bracha Hedaya regarding her review of Omega documents (.2); meet with Steve Rinehart and M. Perkiel regarding Omega objections to determination motion and confirmation and issues presented in same, review of document production and discuss obtaining assistance from Chicago office for deposition in Minnesota (.8); call with Seth Erikson regarding Committee deposition of Omega (.2); correspondence to Andrew Devore regarding participating in call with J. Demmy regarding scheduling and location for depositions (.1); discussions with J. Santarlasci regarding his availability for deposition on Sunday, October 24 or Monday, October 25 and Schedule A matters (.3); meet with A. Cassirer regarding her assisting in preparing J. 1.6 6.3 1,232.00 4,945.50 Hours Amount

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000028 Page 53

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Santarlasci as witness and defending his deposition and Omega litigation generally (.5); correspondence to J. Demmy regarding availability of J. Santarlasci (.1); call with A. Devore and J. Demmy regarding deposition schedule and location (.3); speak with B. Goodman regarding attendance at deposition of Omega expert (.2); discussion with John Costello regarding his attendance at deposition and provide summary of Omega transaction and Omega claim and importance thereof (.5); discussion with Bracha Hedaya regarding her review of Omega documents and provide copies thereof to M. Portnoy, Ming-Ran Qu and Timothy Heaton (.3); discussion wit Ming-Ran Qu and Timothy Heaton regarding background of Omega objections and issues to be reviewed in documents produced (.7); provide information to J. Santarlasci regarding location of deposition, and set up time for call on Saturday evening to prepare him for deposition (.3); correspondence with A. Cassirer regarding same and travel to Washington, DC on Sunday (.2); update Mitch Perkiel regarding discussions with J. Santarlasci, etc. (.2); correspondence with T. Heaton regarding Debtors’ document production (.1); discussion with J. Santarlasci regarding correspondence from S. Blackwood to B. Schmen regarding potential extension of amendment to Omega agreement and review email response to same (.2); review correspondence from S. Rinehart regarding obtaining deposition transcript (.1); review deposition schedule and locations sent by A. Devore (.1) 10/19/11 MPP Detailed review of Omega Trust and Tri-State documents (2.6); coordinate and review UCC research applicable to dispute (1.4); conference with H. Cohen (.3); draft correspondence to M. Perkiel and H. Cohen regarding analysis (.7); status conference call (1.1); follow-up regarding issues raised (.4) Meet with Hollace Cohen for assignment detail and background. Read through bate#0001-0110 and search for background information according to Hollace Cohen's description. Preparation for deposition; review of pleadings and issues; review of various expert and fact witness depositions Review actual notice of deposition and questions added (.2); compare language to informal discovery request (.2); discussion with M. Perkiel regarding same (.2); discussion with Ming-Ran Qu regarding review of documents and need to locate Franchise Disclosure Document (.2); discussion 6.5 4,485.00 Hours Amount

10/19/11 MQ 10/19/11 MQ 10/20/11 AC 10/20/11 HTC

0.7 2.3 5.3 4.1

175.00 575.00 4,081.00 3,218.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000028 Page 54

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed with M. Perkiel regarding issues regarding possible additional production (.2); telephone S. Rinehart and leave message (.1); review correspondence regarding designation of persons attending deposition (.1); call with S. Rinehart regarding possible additional production authentication of discoveries 30(b)(6) requirements (.2); review Omega objection to Committee Determination motion and Omega Objection to Confirmation and consider issues in same (.5); call with M. Perkiel regarding Omega litigation and need to write to J. Santarlasci regarding same (.3); correspondence to J. Santarlasci, A. Whitely in preparation for depositions of J. Santarlasci, including correspondence to J. Santarlasci regarding matters subject to deposition (.3); review various documents produced (.6); correspondence with A. Whitely regarding Franchise Disclosure Document and review same (.3); further correspondence with J. Santarlasci regarding same (.2); review correspondence from M. Perkiel regarding settlement proposal and respond to same (.2); review and respond to J. Santarlasci emails regarding authentication of documents including Franchise Disclosure Document (.3) 10/20/11 TPH 10/20/11 MHP Conduct review and analysis of Omega Trust's document production and prepare summary table regarding same. Lengthy call with John Courtney regarding the pending 3018 motion concerning his putative class action on behalf of Martinez and confirm agreement with respect to allowance of the claim in part solely for voting purposes (.8); draft letter to John Courtney to memorialize understanding reached in earlier call (.3) Meeting with diligence team Review bates#413-4034. Review transcript for and email memo regarding deposition of E. Thomas Welch, review Exhibits to deposition (1.2); several discussions with M. Perkiel regarding same and need to send certain Exhibits to J. Santarlasci (.6); call with S. Rinehart to determine whether to provide expert reports of Grant Thornton and FTI to J. Santarlasci and other issues (.2); review expert report of Grant Thornton (.3); discussion with B. Goodman regarding his attendance at deposition; call with J. Santarlasci regarding Welch deposition and additional documentation required for deposition not requested in informal discovery (.3); review with J. Santarlasci Schedule A to deposition notice, discuss Omega objections to confirmation based on feasibility and objection to determination motion and upcoming call on 10.8 1.1 5,130.00 863.50 Hours Amount

10/20/11 MPP 10/20/11 MQ 10/21/11 HTC

0.3 13.0 5.3

207.00 3,250.00 4,160.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000028 Page 55

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Saturday evening and meeting at Ropes and Gray (1.2); call M. Perkiel and send email to M. Perkiel regarding same (.1); review latest Omega trust settlement (.2); discussions with Ming-Ran Qu regarding review of Omega documents and memo regarding same (.2); begin review of Omega documents concerning correspondence with Perkins (.5); send Debtors’ response to Omega document request and documents produced to J. Santarlasci (.2); call and email to S. Alberino regarding J. Santarlasci deposition (.1); correspondence with M. Perkiel regarding same (.2) 10/21/11 TPH 10/21/11 MPP 10/21/11 MQ Attention to review and analysis of documents produced by Omega Call from Hollace Cohen regarding status of document production Review rest of the documents (2.8), incorporate Timothy Heaton's chart (0.2), discuss selection with documents with Timothy Heaton (0.3), prepare explanatory notes and two collections of documents according to Hollace Cohen's instruction (3.2) Preparation for deposition--continued review of pleadings, issues, and expert and fact witness depositions Review latest settlement term sheet for Omega claims (.3); review FTI expert report in preparation for call with J. Santarlasci (.4); review transcript of Grant Thornton deposition and memo from B. Goodman regarding same (.6); correspondence with J. Santarlasci regarding call (.1); participate in call with J. Santarlasci and A. Cassirer (in part) regarding J. Santarlasci questions regarding deposition, documents produced by Debtors, additional documents requested, etc. (1.2); meet with A. Cassirer and discuss issues posed in deposition of Omega and Grant Thornton expert in preparation for FTI deposition (.7); review exhibits and select documents in preparation for deposition (.7); call S. Alberino and leave message regarding meeting in Washington in advance of J. Santarlasci deposition and send email to S. Alberino regarding same (.2) Travel to Washington DC; witness preparation; attend deposition Travel to Washington with A. Cassirer and review expert testimony of Grant Thornton, expert of FTI and compare same to Debtors’ projections and valuation; organize documents for meeting with J. Santarlasci; numerous discussions with A. Cassirer regarding terms of Omega 6.8 0.2 6.5 3,230.00 138.00 1,625.00 Hours Amount

10/22/11 AC 10/22/11 HTC

2.5 4.2

1,925.00 3,297.00

10/23/11 AC 10/23/11 HTC

10.8 10.8

8,316.00 8,478.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000028 Page 56

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed agreements, objections to confirmation and Committee determination motion and feasibility issues raised in objections (3.5); non working travel time (1.2); meet with J. Santarlasci and A. Cassirer and review Debtors’ document production and certain documents produced by Omega (1.6); discussions with J. Demmy and A. Devore concerning J. Santarlasci deposition (.3); several discussions with J. Santarlasci regarding S. Alberino report on status of negotiations with Omega and regarding Castle Harlan negotiations (.3); discussion with A. Cassirer and J. Santarlasci regarding testimony of FTI (.3); discussion with A. Devore and J. Demmy regarding postponement of J. Santarlasci deposition (.2); travel to New York with A. Cassirer and discuss various issues for Committee determination motion hearing if Omega settlement does not take place (3.4) 10/24/11 AC 10/24/11 HTC Review deposition transcript; report/summary of deposition Review correspondence from R. Poppiti regarding status of determination motions (.1); meet with B. Goodman regarding depositions and valuation issues (.3); review report from A. Cassirer regarding R. Braun deposition (.2); emails to and from M. Perkiel regarding same and discussion with M. Perkiel regarding deposition and status of CHI claims discussions (.4); call with R. Poppiti and M. Perkiel regarding upcoming hearing (.4); review latest draft of settlement term sheet (.3); call with M. Perkiel, B. Goodman, R. Poppiti, K. Eide and J. Newdeck regarding comments to Omega term sheet and preparation of confirmation order (.4); follow-up call with M. Perkiel regarding same (.3); work on language to be added to Omega settlement term sheet and send same (.6); prepare for Committee Determination Motion and discussion with R. Poppiti regarding presentation regarding Debtors’ determination motion (.5) Travel to Delaware and review file on Determination Motions (1.2); extensive correspondence with S. Alberino, M. Portnoy, J. Santarlasci, A. Whitely regarding proposed terms of settlement and facts relating to applicable royalty rates under Omega Agreements (1.5); call with M. Perkiel in connection with preparation for 3018 motion hearing (.3); further call regarding potential issues to be covered at hearing (.3); correspondence to J. Newdeck regarding status of Omega Settlement term sheet and status of discussions with Tri-State in preparation for hearing (.1); meet with R. Poppiti in preparation for hearing (.5); attend hearing on Debtor’s and committee’s Determination Motion 1.3 3.5 1,001.00 2,747.50 Hours Amount

10/25/11 HTC

8.0

6,280.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000028 Page 57

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed (.7); meet with S. Alberino, K. Mangan, B. Schneider regarding offer of settlement to Tri-State (.4); travel to New York (2.1); follow-up calls with M. Perkiel regarding hearing and upcoming matters for confirmation (.6); review correspondence from K. Mangan, counsel to Tri-State, requesting term sheet (.1); correspondence to S. Alberino regarding Omega Term Sheet (.1); correspondence from J. Santarlasci and M. Perkiel regarding meeting with Tri-State counsel and follow-up correspondence (.1) 10/25/11 BDG Call with M. Smith regarding Ortiz late filed claim and review of docket regarding same (.3); further correspondence regarding same (.2); review of Girande revisions to stipulation (.3) Review Tri-State objection to assumption of certain franchise agreements (.3); correspondence with S. Alberino inquiring regarding status of Tri-State term sheet and issue regarding Tri-State objection to assumption of certain franchise agreements (.2) Prepare for confirmation hearing, meet with M. Perkiel, R. Poppiti, B. Goodman, S. Alberino, J. Newdeck and K. Eide regarding open items in confirmation order, filing of revised Plan Supplement documents and related matters (1.8); correspondence from M. Portnoy regarding proposed Effective Date mergers of certain debtors (.2); attend hearing on confirmation (1.4); review correspondence from M. Portnoy regarding merger background (.1); meeting with restructuring support parties counsel and attention to revisions to confirmation order, review Tri-State term sheet and correspondence with J. Demmy regarding Omega term sheet revision (2.0); travel to New York non working travel (2.2) Totals 0.8 280.00 Hours Amount

10/26/11 HTC

0.5

392.50

10/31/11 HTC

7.7

6,044.50

194.4

120,697.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000028 Page 58

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

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name BRC AC HTC BDG TPH MHP MPP MQ Carlsen Cassirer Cohen Goodman Heaton Perkiel Portnoy Qu Hours 13.1 21.5 86.5 14.0 17.6 12.2 7.0 22.5 Rate 225.00 770.00 785.00 350.00 475.00 785.00 690.00 250.00 Amount 2,947.50 16,555.00 67,902.50 4,900.00 8,360.00 9,577.00 4,830.00 5,625.00

FOR COSTS AND EXPENSES INCURRED THROUGH 10/31/11 Date Description Amount 10.00 5.20 Total: Total Fees & Costs: 15.20 $120,712.20

10/19/11 Meals and Entertainment 09/30/11 Professional Services

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 59

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Review correspondence from J. Newdeck and M. Perkiel regarding Epiq Agreements Discussion with M. Perkiel regarding joint defense agreement (.2); review Committee Determination and discussion with M. Perkiel regarding same and regarding Debtors’ Determination Motion and issues regarding what is to be included in the same (.4); call with B. Goodman and R. Poppiti regarding Debtors’ Determination Motion (.2); call with K. Eide, J. Newdeck, C. Fowler, B. Goodman and M. Perkiel regarding Debtors’ Determination Motion and follow up discussion with B. Goodman and M. Perkiel (.7); call with J. Santarlasci regarding status of Determination Motion, Omega discovery request and timing of hearing on Determination Motion (.4); call with M. Perkiel regarding my call with J. Santarlasci and his availability for hearing on Determination Motion (.3); call with B. Goodman and R. Poppiti regarding Committee Determination Motion and claim amount on exhibits to 3018 motion (.4); review correspondence from Wayzata regarding First Lien Exit Facility and send to M. Portnoy (.1); discussion with M. Portnoy regarding First Lien Exit Facility and timing for Plan Supplement (.2); review correspondence from M. Perkiel, R. Poppiti regarding joint defense agreement (.3); send email to B. Goodman regarding duplicate indenture trustee claim (.1); work on revisions to joint defense agreement and correspondence with M. Perkiel regarding his comments to same (.7) Response to document request from Akin Attention to further revisions to joint defense stipulation and send same to M. Perkiel (.4); review senior noteholders inquiry regarding alternate treatment under plan and discuss response to same with B. Goodman (.2); review proposed written response to same (.2); discussion with M. Perkiel regarding need to set up call with Joe and Jay to give update and review topics to be discussed (.3); set up call (.1) Confer with Brett Goodman in connection with development of draft confirmation order and draft confirmation brief Discussion with M. Perkiel regarding setting up a call with Committee counsel to discuss discovery request of Omega Trust counsel and joint defense stipulation (.3); review correspondence from J. Santarlasci regarding Friendly’s case and discussion with M. Perkiel regarding same (.2); review draft certificate of no objection regarding lease Hours 0.2 4.0 Amount 157.00 3,140.00

10/02/11 HTC 10/03/11 HTC

10/03/11 MPP 10/04/11 HTC

0.4 1.2

276.00 942.00

10/04/11 MHP 10/05/11 HTC

0.3 4.7

235.50 3,689.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 60

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed amendment and comment to same to R. Poppiti (.3); several discussions regarding joint defense stipulation with M. Perkiel and B. Goodman and attention to same (.5); send joint defense stipulation to M. Somerstein and Andrew Devore (.1); discussion with M. Perkiel in advance of call with Committee counsel (.2); call with Committee counsel, M. Perkiel and B. Goodman regarding Omega discovery (.5); follow up call with M. Perkiel regarding call in morning with J. Santarlasci (.2); discussion with M. Perkiel regarding his call with J. Santarlasci regarding information proposed to be produced (.2); review Committee Discovery request of Castle Harlan and Omega Trust (.4); correspondence from and to J. Newdeck regarding EPIQ agreement (.1); review EPIQ agreement (.4); conference call with J. Santarlasci, J. Trungale, K. Young, L. Armistead, M. Perkiel, B. Goodman regarding update regarding plan related filing dates, lease amendments, rejections, etc. (.8); review correspondence from K. Young regarding BNY annual fee letter and respond to same (.2); review letters from Omega counsel to M. Perkiel, H. Cohen and to Committee (.2); review correspondence from A. Devore to J. Demmy setting up call to discuss Committee and Omega Trust discovery requests (.1) 10/06/11 HTC Review correspondence from A. Devore commenting on joint defense stipulation (.2); work on additions to joint defense stipulation (.4); send same to M. Perkiel for comment (.1); discussion with M. Perkiel regarding same (.2); revise and send to A. Devore (.2); correspondence from A. Devore regarding same (.1); review and respond to correspondence from J. Demmy requesting call with A. Devore to discuss discovery requests and time lines (.2); inquiry from K. Eide regarding call to discuss strategy regarding MC franchise agreement amendment and respond to same (.1); correspondence from K. Larson regarding proration of BNY Mellon bill (.1); send joint defense stipulation to Scott Alberino (.1) Confer with Brett Goodman in connection with request of Ace Insurance regarding anticipated contents of confirmation order as and when prepared Respond to various emails; discussion with M. Perkiel (2x) regarding Demmy discovery request and his call with J. Santarlasci and K. Young regarding same and his responses to issues raised in my email (.7); discussion with B. Goodman regarding call with L. Armistead regarding cure amounts (.2); call with M. Perkiel regarding cure amounts and time for amendment of leases, discuss date 1.7 1,334.50 Hours Amount

10/06/11 MHP

0.1

78.50

10/10/11 HTC

7.6

5,966.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 61

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed for filing list of executory contracts and cure amounts and filing date for schedule of rejected contracts and leases and need to reject any lease not assumed, discussion regarding section of plan relating to executory contracts and liens (.4); meet with M. Aaronson regarding Omega discovery (.4); discussion with J. Santarlasci regarding status of discussions with franchisees regarding amendment of Marie Callender franchise agreement (.3); call from M. Perkiel regarding K. Eide request for call regarding Marie Callender franchise agreement (.2); discussion with K. Eide regarding joint defense stipulation and proposed call regarding amended Marie Callender franchise agreement (.3); discussion with M. Perkiel regarding same (.3); discussion with B. Goodman regarding joint defense stipulation (.2); call with D. Anziska regarding same (.2); call with M. Perkiel regarding same and in preparation for call with A. Devore regarding Omega discovery request (.3); call with A. Devore and M. Perkiel to discuss Omega discovery request, schedule for expert witnesses, FTI expert witness and related issues (.9); call to E. Unis regarding Omega discovery request (.2); meet with E. Unis regarding Omega request, background regarding same and other development agreements, standing motion and review of discovery request (1.7); discussion with K. Eide regarding EPIQ agreement, joint defense agreement and Omega discovery request (.3); follow up correspondence from K. Eide to J. Newdeck (.3); review Omega Trust claim and documents and discuss set off issue with B. Goodman (.3); correspondence with J. Newdeck regarding call regarding EPIC agreement including call with J. Sullivan regarding procedures (.2); review correspondence regarding exclusivity extension for 90 days and discussion with M. Perkiel and B. Goodman regarding possible extension of milestones and review of milestones (.2) 10/10/11 BDG 10/10/11 ELU Prepare drafting of findings of fact of confirmation order Office conference with Hollace Cohen regarding Omega Trust claim and discovery request (1.8); review emails relating to Omega Trust discovery request (.4) Call with K. Larson-Young regarding additional documents required for discovery (.1); discussion with M. Perkiel regarding upcoming all with J. Demmy and issues with respect to Omega discovery, assumed leases cure amounts, royalty claims (.4); review valuation backup information for discovery request (.3); meet with E. Unis regarding discovery request in preparation for call with J. 3.7 2.2 1,295.00 1,045.00 Hours Amount

10/11/11 HTC

4.5

3,532.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 62

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Demmy and add M. Perkiel to call (.3); correspondence regarding cancellation of call and rescheduling of same (.2); call S. Alberino and respond to Akin inquiry regarding documents to be produced in discovery, prior discussion with J. Demmy concerning document request and strategy regarding determination motion vs. plan objections, confidentiality issues and status of Akin comments to joint defense stipulation (1.0); discussions with E. Unis and M. Perkiel regarding possible confidentiality agreement and status of joint defense stipulation (.4); review correspondence from S. Alberino, M. Perkiel regarding S. Alberino call with Committee (.2); review correspondence to K. Young from Committee requesting additional information and documents (.2); review Tri-State and Omega proofs of claim and call with K. Young regarding additional documents required for production (.3); discuss same (.2); discussion with K. Young regarding EPIC Agreement and call tomorrow with J. Sullivan (.1); call with J. Newdeck regarding same (.1); further internal discussions with M. Perkiel and E. Unis regarding call with S. Alberino and S. Alberino proposal to speak with A. Devore regarding potential resolution of claim for voting purposes (.2); continue discussion with E. Unis regarding additional items for discovery response (.5) 10/11/11 MHP Review of miscellaneous and numerous materials, schedules and lists regarding various of the submissions that will be required over the next several weeks to achieve confirmation on October 31 Telephone conference with Scott Alberino and Hollace Cohen regarding response to Omega Trust discovery request (1.0); office conference with Hollace Cohen regarding same (0.5); telephone calls with Mitchel Perkiel and Hollace Cohen regarding same (0.5); review documents in response to Omega Trust discovery request (1.6) Call from T. Kahler and review files and compile plan, disclosure statement and related documents as requested Review email from K. Eide regarding plan supplement checklist (.2); call with B. Goodman regarding setting up call for 3:30 (.1); send PMC Holding LLC Agreement and plan supplement checklist to M. Portnoy (.3); review PMC Holding LLC Agreement (1.2); discussion with M. Portnoy regarding status of his review of First Lien Exit Facility and review of PMC Holding LLC Agreement (.2); send PMC Holding LLC Agreement to T. Kahler (.1); discussion with T. Kahler regarding his review of PMC 1.1 863.50 Hours Amount

10/11/11 ELU

3.6

1,710.00

10/12/11 HEC 10/12/11 HTC

0.3 5.2

79.50 4,082.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 63

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Holding LLC Agreement and background and obtaining Plan from Harriet Cohen for review of same (.4); call with J. Demmy, A. Devore, E. Unis and M. Perkiel regarding need for confidentiality agreement issues to be covered, timing of delivery of documents and response, timing of Omega plan objection (.8); follow up call with M. Perkiel regarding same and discuss need for T. Kahler review of PMC Holding LLC Agreement (.3); prepare for and participate in call with J. Newdeck and J. Sullivan of EPIC regarding draft EPIC Agreement (.7); review email from S. Alberino requesting draft assumption schedule, correspondence with and discussion with B. Goodman regarding status of same (.4); review correspondence from Kyle Nordiehaug to M. Perkiel and discussion with M. Perkiel regarding same and need to reach out to S. Alberino and Committee regarding same (.3); review correspondence regarding proposed agenda for Friday call with Akin and Ropes & Gray regarding status of plan documents and other timing issues (.2) 10/12/11 BDG Continued drafting and preparation of confirmation order and review of plan provisions concerning same, and confer with M. Perkiel Confer with Brett Goodman in connection with miscellaneous scheduling, timing and processing of efforts and documents and pleadings in connection with accomplishing plan confirmation by October 31 (.5); review numerous and miscellaneous materials in connection with preparedness and undertaking or timing of various tasks related to and necessary for timely planned confirmation of the plan (.9) Office conference with Hollace Cohen to discuss response to Omega Trust discovery request (0.2); conference call with counsel regarding same (0.6); draft response to Omega Trust discovery request (1.2) Discussion with M. Perkiel regarding his call with J. Demmy regarding the possibility of settlement, Omega Trust claims, voting, etc. and documentation of settlements with litigation claimants (.4); meet with M. Somerstein regarding issues regarding Omega Trust Claims (.4); discussion with D. Spelfogel regarding timing for determination of indenture trustee claim amount indenture trustee fees and expenses (.2); discussion with M. Perkiel regarding his discussions with J. Demmy, J. Santarlasci and various voting and plan issues (.4); correspondence from and to J. Newdeck regarding terms of revised EPIC agreement (.3); review correspondence to M. Perkiel regarding documentation of Determination Motion settlements of litigation claims from 2.4 840.00 Hours Amount

10/12/11 MHP

1.4

1,099.00

10/12/11 ELU

2.0

950.00

10/13/11 HTC

2.2

1,727.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 64

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed R. Poppiti (.1); review correspondence from T. Kahler regarding LLC Agreement (.2); review proforma projected cash flow information for Fort Dodge store (.2) 10/13/11 BDG 10/13/11 MHP Continued drafting and preparation of confirmation order Review materials and begin to assemble and identify materials and issues and matters to be addressed with respect to the presently targeted October 31 plan confirmation hearing Draft confidentiality stipulation (1.8); draft response to Omega Trust discovery request (1.7); emails with Hollace Cohen (0.4) Attention to protective order and completing required information for E. Unis in connection therewith (.6); work on assembling documents for production and meetings with E. Unis (1.8) Discussion with M. Perkiel regarding my discussion with M. Somerstein regarding Omega Trust litigation issues and his reaching out to S. Alberino regarding possible terms (.2); meet with M. Perkiel to discuss agenda items and additional open items including confidentiality agreement and joint defense agreement and his discussion with J. Santarlasci (.5); participate in conference call with M. Perkiel, S. Alberino, M. Somerstein, et al. regarding Omega Trust litigation (1.4); discussion with E. Unis regarding need to forward documents to be produced to S. Alberino (.3); review email from T. Kahler regarding comments to PMC Holding LLC Agreement (.2); discussion with T. Kahler regarding his proposed revisions to PMC Holding LLC Agreement and accompanying email (.5); discussion with M. Portnoy regarding issues in First Lien Agreement and his sending comments to First Lien Exit Facility Agreement to Akin and Paul Hastings, etc. (.2); review correspondence regarding same (.1) Review documents to be produced to Omega Trust (1.5); telephone calls with Hollace Cohen (0.3); draft confidentiality stipulation (2.0); emails with counsel regarding confidentiality stipulation (0.4) Emails to B. Goodman and C. Fowler regarding schedule of assumed executory contracts and leases and Fort Dodge commitment Agreement and discussions with B. Goodman regarding same (.4); review latest balloting report (.3); discussions with B. Goodman regarding balloting report and discrepancies in same (.3); send email to P. Deutch of Omni regarding need for updated balloting report (.1); 1.0 1.2 350.00 942.00 Hours Amount

10/13/11 ELU

3.9

1,852.50

10/14/11 HEC

2.4

636.00

10/14/11 HTC

3.4

2,669.00

10/14/11 ELU

4.2

1,995.00

10/16/11 HTC

2.5

1,962.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 65

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed correspondence from and to M. Perkiel and J. Santarlasci regarding motion to reject Westminster lease and issues regarding J. Santarlasci position regarding same (.5); discussion with M. Perkiel regarding Omega and Tri-State objections, issues raised by same (.4); review objections of Omega Trust and Tri-State to confirmation including exhibits (.5) 10/16/11 BDG 10/16/11 BDG 10/16/11 MHP Review of plan provisions and preparation and drafting of confirmation order Calls with H. Cohen regarding plan voting and Omega objection Miscellaneous communications in connection with the plan confirmation process, balloting, objections, etc. and begin review of various of the objections to confirmation received to date Revise confidentially stipulation (2.0); revise joint defense agreement (2.0); emails with counsel regarding same (0.5); review documents to be produced in response to Omega Trust discovery request (2.0); office conferences with Hollace Cohen regarding same (1.2); revise response to Omega Trust discovery request (1.0) Numerous meetings and discussions with E. Unis and Hollace Cohen throughout the day; work on compiling documents and preparation of redactions, bates numbering, flagging and finalize document production Review and analysis of Omega Trust agreement, and TriState Agreement for response to confirmation objection (.7); send emails to M. Perkiel outlining issues with Omega Trust confirmation objection (.6); review correspondence from T. Kahler regarding his comments to LLC Agreement and responding to inquiry regarding review by M. Goldsmith (.1); review correspondence from R. Poppiti regarding tax objections (.1); send email to M. Perkiel regarding preparation of outline regarding tax issues and staffing of response to objections and related matters and setting up call with J. Trungale and J. Santarlasci (.3); call with M. Perkiel to discuss confirmation objection issues (.4); review T. Kahler memo with comments to PMC Holding LLC agreement and discuss same with T. Kahler (.4); review correspondence from M. Perkiel and B. Goodman regarding MC franchise agreement proposal and discuss effect of same with M. Perkiel (.2); call with J. Trungale, J. Santarlasci and M. Perkiel advising J. Santarlasci regarding substance of objections to confirmation with focus on Omega and Tri-State, discuss Omega discovery and 2.9 0.2 1.7 1,015.00 70.00 1,334.50 Hours Amount

10/16/11 ELU

8.7

4,132.50

10/17/11 HEC

5.4

1,431.00

10/17/11 HTC

4.3

3,375.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 66

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed related issues (.7); correspondence with T. Kahler regarding tax review of PMC Holding LLC Operating Agreement (.3); review correspondence from M. Perkiel regarding list of assumed agreements (.3); review ballot report for Class 5 (.2) 10/17/11 BDG 10/17/11 MHP Review of Omega objection (.3) drafting of confirmation order with emphasis on order portion (1.9) Continue to receive and review objections to confirmation and assemble response points to be discussed with Hollace Cohen and client Office conferences with Hollace Cohen regarding response to Omega Trust discovery request (1.8); revise confidentiality stipulation (1.4); revise joint defense agreement (1.0); emails with counsel regarding same (0.5); review documents to be produced in response to Omega Trust discovery request (2.2); revise response to Omega Trust discovery request (1.4) Review LLCA Read and review objections to plan Discussion with M. Perkiel regarding objections to confirmation and staffing of response (.4); correspondence to P. Deutch of Omni and discussions concerning balloting report and issues regarding same (.4); discussion with B. Goodman regarding balloting reports (.2); discussion with M. Perkiel regarding my call with P. Deutch asking for further information and breakdown regarding balloting report (.2); attention regarding joint defense and common interest agreement (.2); correspondence to a. Devore regarding same (.2) Call with H. Cohen regarding plan voting and Omega objection and discovery (.3); call and correspondence with Omni regarding plan voting and review of ballot report (.4); further drafting and preparation of first draft of confirmation order (3.9); review of Omega objection and calls and correspondence regarding same (.8) Confer with Hollace Cohen in connection with objections to confirmation received to date (.4); review voting calculations, schedules and speak with Paul Deutch in connection with the ongoing calculations and certification for voting purposes (.9); speak with Jay Trungale in connection with plan confirmation process and forthcoming hearing and matters to be addressed in the interim and the overall status of the confirmation process (.4); initiate coordination and/or processing of draft confirmation order, 2.3 1.0 805.00 785.00 Hours Amount

10/17/11 ELU

8.3

3,942.50

10/18/11 AB 10/18/11 BRC 10/18/11 HTC

0.9 1.0 1.6

315.00 225.00 1,256.00

10/18/11 BDG

5.4

1,890.00

10/18/11 MHP

2.6

2,041.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 67

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed memorandum of law, company declaration and other documents that will be required for the confirmation hearing and begin to review various templates in connection with same (.9) 10/18/11 ELU Review documents produced by Omega Trust (1.2); discuss documents produced by Omega Trust with Hollace Cohen (.2) Review case file regarding the Trungale Declaration in Support of Confirmation (0.4); conference with Brett Goodman and Mitch Perkiel regarding the declaration (0.5); draft the declaration (6.4); review and edit Trungale declaration (2.3) Review correspondence regarding ACE request for language in disclosure statement (.2); review correspondence from J. Newdeck regarding EPIQ letter (.1); coordinate Joint Defense Agreement with B. Goodman (.2) Review Creditors Committee motion to disallow Omega Trust claim and supporting discovery and pleadings (2.10); correspondence to M. Perkiel and H. Cohen regarding Omega Trust claim and Plan litigation (1.0) Calls and correspondence with M. Perkiel, R. Poppiti and B. Carlsen regarding confirmation order, memorandum of law, and supporting declarations (.5); discussions with B. Hedaya regarding shepards (.2); initial drafting and preparation of memorandum of law in support of confirmation and additional discussions regarding same (3.3) Attention to review and analysis of documents in preparation for depositions and motion practice; confer w/ H. Cohen regarding same. Confer with Tim Kahler in connection with his review and comments to the confirmation LLC operating agreement (.3); participate in conference call with Brett Goodman, Rob Poppiti and Ben Carlsen in connection with the ongoing development of confirmation-related pleadings (.3); additional review of draft confirmation documents for purposes of development and adaptation for utilization in connection with forthcoming confirmation hearing (.7); confer with Hollace Cohen and Steve Rinehart regarding the rule 3108 litigation as it relates to the discrete motions as well as the confirmation hearing and the overlap of substance and coordination and logistics for attendance and coverage (1.0); participate in conference call with 1.4 665.00 Hours Amount

10/19/11 BRC

9.6

2,160.00

10/19/11 HTC

0.5

392.50

10/19/11 JFC

3.1

992.00

10/19/11 BDG

4.0

1,400.00

10/19/11 TPH

4.6

2,185.00

10/19/11 MHP

4.4

3,454.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 68

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed company representatives, Wayzata representatives, and creditors committee representatives to discuss various elements and aspects and open items relating to the plan confirmation process and readiness for confirmation on 10/31 (1.1); conference call with Mark Somerstein and Paul Deutch in connection with the status of voting and related calculations (.2); follow up call with Paul Deutch and review of emails and summaries in connection with the voting process and the ultimate certification based upon various events, motions and agreements (.2); confer with Brett Goodman regarding the plan supplement and in particular the litigations possessed by the company to survive for benefit of the reorganized debtor, and review emails in connection with same (.6) 10/19/11 SGR Meet with M. Perkiel and H. Cohen regarding expedited discovery schedule, staffing and planning (1.0); e-mails and calls with C. Cameron regarding Minnesota deposition, and attention to document review and staffing, and call with court reporter, and review background materials regarding Omega dispute, and conferences regarding all of the above (3.5) Review and edit Trungale declaration (5.8); draft correspondence to Brett Goodman, Mitch Perkiel, and local counsel regarding the Trungale declaration (0.1); research facts for Trungale declaration, draft correspondence to Company asking for certain facts (2.2); conference with Brett Goodman regarding Trungale declaration (0.1) Review latest docket entries including deposition notices (.2); review schedule of rejected leases and contracts and correspondence relating to same (.2); discussion with B. Goodman regarding same (.1); review email from Committee counsel regarding schedule of Specified General Unsecured Claims (.1); correspondence with J. Newdeck regarding need for her to revise Epic Agreement (.2) Travel to and from Minneapolis and attend deposition relating to Creditors Committee motion to disallow Omega Trust claim (13.2); review Creditors Committee motion to disallow Omega Trust claim and supporting discovery and pleadings (3.1) Call with J. Newdeck and M. Perkiel regarding joint response to confirmation objections and correspondence regarding same (.3); call with M. Perkiel regarding ACE insurance program and language for confirmation and L. Armistead correspondence and lease amendments for 4.5 3,105.00 Hours Amount

10/20/11 BRC

8.2

1,845.00

10/20/11 HTC

0.8

628.00

10/20/11 JFC

16.3

5,216.00

10/20/11 BDG

7.8

2,730.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 69

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed reflection in confirmation order (.5); review of discovery responses and production with H. Cohen regarding Omega (.5); call with K. Eide regarding ACE language (.2); followup with R. Poppiti regarding same (.2); call with A. Klein regarding confirmation objections (.2); calls and correspondence regarding Plan Supplement documents and list of officers (.4); correspondence regarding equity distributions (.2); calls regarding Plan Supplement Notice (.2); call with W. Simkulak and R. Poppiti regarding ACE auto and GL policies (.1); review of R. Poppiti revisions to confirmation order and prepare edits and correspondence regarding same (.5); review of List of Officers for Plan Supplement and prepare modifications and correspondence regarding same (.5); call with J. Santarlasci regarding Omega objection and List of Officers (.3); call with P. Deutch regarding equity reports and cure schedule (.2); call with R. Poppiti regarding Omega (.1); conference call with M. Perkiel and R. Poppiti regarding confirmation objections and other administrative matters related thereto (1.6); correspondence to company regarding objections (.2); continued drafting and preparation of memorandum of law (1.4); review of Omega term sheet (.2) 10/20/11 MHP Conference call with Brett Goodman and Rob Poppiti in connection with the development of plan supplement documents and miscellaneous preparation for confirmation (.3); lengthy conference call with Brett Goodman and Rob Poppiti to discuss confirmation issues, confirmation objections, cure issues, document preparation, resolution of objections to confirmation by taxing agencies, and numerous other matters, tasks and assignments to be addressed in anticipation of confirmation (1.7) Review and edit Trungale declaration in support of confirmation (1.9); draft correspondence to Brett Goodman, Mitch Perkiel, and local counsel regarding the declaration (0.2); review and draft correspondence regarding the declaration (0.3) Review schedule of rejected leases and contracts and correspondence regarding same (.2); review Committee revisions to schedule of specified general unsecured claims (.1); review correspondence from M. Portnoy regarding first lien exit financing and second lien agreement (.1); discuss same with M. Perkiel and M. Portnoy (.2); review correspondence regarding list of Effective Date managers and officers and inquiry by T. Kahler regarding same and discuss same with T. Kahler 2.0 1,570.00 Hours Amount

10/21/11 BRC

2.4

540.00

10/21/11 HTC

1.1

863.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 70

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed (.2); review voting reports and discussion with B. Goodman regarding equity distributions for calculation of size of claim for cramdown (.3) 10/21/11 HEC Meetings with Ms. Qu and print all documents from Omega production from database as instructed; review and crosscheck results Correspondence to M. Perkiel and H. Cohen regarding Omega Trust claim deposition Draft and prepare Exhibit to Plan Supplement List of Retained Litigation Rights (.8); revisions and correspondence to same (.2); correspondence regarding filling of Additional Cure Schedule (.1); correspondence and communications regarding rejection list for plan supplement (.3); call with P. Schifani and R. Poppiti regarding confirmation objections (.4); follow-up calls and correspondence regarding same (.2); calls and correspondence regarding manager elections (.4); followup with K. Eide regarding Plan Supplement (.2); conference call with company, restructuring support parties and committee regarding plan supplement and other related matters (.9); follow-up calls with R. Poppiti and M. Perkiel (.4); call with P. Deutch regarding equity report (.3); revise confirmation order (.3); call with K. Eide and R. Poppiti regarding plan supplement documents (.4); follow-up discussions with R. Poppiti (.3); calls regarding Plan Supplement documents in advance of filing (.2); drafting and preparation of memorandum in support of confirmation (5.6) Ongoing review of miscellaneous confirmation documents and revisions with respect to same and identification of additional areas for inclusion in connection with the confirmation documents, as well as review emails in connection with same and various modifications and supplements regarding same (2.2); participate in conference call with representatives of company, Wayzata and creditors committee in connection with the status of the confirmation process, objections outstanding, the pending rule 3018 motions, plan supplement documents and ongoing preparation for month-end confirmation (1.0); follow up conference call with Brett Goodman and Rob Poppiti in connection with miscellaneous confirmationrelated matters and preparation of documents (.3) Correspondence regarding Inland Pacific confirmation order language Receive, review and respond where appropriate to 1.9 503.50 Hours Amount

10/21/11 JFC 10/21/11 BDG

1.0 11.0

320.00 3,850.00

10/21/11 MHP

3.5

2,747.50

10/22/11 BDG 10/22/11 MHP

0.3 1.4

105.00 1,099.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 71

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed miscellaneous and various emails in connection with ongoing preparation and preparedness for confirmation of plan of reorganization and various matters related thereto 10/24/11 BRC Review and edit the Trungale declaration in support of the Chapter 11 plan (2.5); conference with Brett Goodman regarding the Trungale declaration (0.2) Review correspondence regarding Omega settlement term sheet and review same (.3); review correspondence between M. Perkiel and R. Poppiti regarding agenda for hearing on October 25 (.1); discussion with M. Perkiel regarding FTI deposition and discussion with J. Santarlasci, discussions regarding status of negotiations with Castle Harlan, Inc. regarding Westminster Lease (.3); discussion with M. Perkiel regarding need to address feasibility and cash amounts necessary to pay at Effective Date (.3); request that Harriet Cohen prepare amount of unpaid fees including holdbacks (.2); Discussion with J. Santarlasci regarding Omega term sheet and regarding Tri-State amended proof of claim (.3); send draft Omega Settlement Term Sheet and request information on reduced Omega royalty fee, send Tri-State proof of claim information (.2); review correspondence from J. Santarlasci and Fred Grant (.2); discussion with B. Goodman regarding Tri-State amended Proof of Claim (.2); review and analyze same (.3); attention to EPIQ Agreement and send same to Trungale for execution (.3); send executed copy to E. Johnson (.1); correspondence with S. Alberino regarding Omega settlement information and Joint Response to TriState objection (.1); send comment on revised Omega term sheet to J. Newdeck (.1) Correspondence to S. Rinehart regarding Omega Trust claim deposition Review of R. Poppiti comments to Trungale Confirmation Declaration and prepare revisions to same (.8); perform review of R. Poppiti comments to memorandum of law (.5); draft and prepare revisions to memorandum of law in support of confirmation (1.2); draft and prepare revisions and updates to Trungale Declaration and conforming changes among documents (1.4); review of term sheet and calls regarding Omega settlement (.4); calls with M. Perkiel regarding revisions to documents (.6); correspondence regarding revisions to documents (.3); initial draft and preparation of Declaration of Joseph Santarlasci in further support of confirmation (1.6); meet with H. Cohen regarding depositions and valuation (.3); review of various correspondence regarding confirmation objections (.3) 2.7 607.50 Hours Amount

10/24/11 HTC

3.0

2,355.00

10/24/11 JFC 10/24/11 BDG

0.3 7.4

96.00 2,590.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 72

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Confer with Brett Goodman in connection with miscellaneous confirmation matters and preparation (.3); follow up conference with Brett Goodman in connection with preparation of affidavits in support of confirmation (.3); continue review of revised Trungale affidavit and memorandum of law, as well as most recent draft of proposed confirmation order and communicate with Brett Goodman regarding same (1.3); receive and review miscellaneous emails regarding plan confirmation documents and general preparedness for confirmation (1.2); receive and review emails and schedules in connection with current status of voting (.3) Review and edit the table of authorities for the Memorandum of Law in support of confirmation Revisions to confirmation order (.3); correspondence regarding same (.3); correspondence with B. Carlsen regarding memorandum of law (.2); review of voting report and correspondence and call to P. Deutch regarding same (.3); correspondence regarding confirmation objections (.2); correspondence, calls and revisions to drafts of memorandum of law and Trungale Declaration and preparation of same (1.5); review of proposed ACE language (.2); correspondence to company regarding same (.4); prepare revision to Santarlasci declaration and calls and correspondence regarding same (.4); calls with A. Klein regarding Omega and confirmation order (.3); prepare substantive revisions to confirmation order (1.8) Confer with Brett Goodman in connection with the ongoing processing, review, revising, etc. of requisite confirmation documents (.3); throughout the day, from time to time, review ongoing revised confirmation documents as well as various draft excerpts to be potentially included within the confirmation documents (1.6); work with Brett Goodman in connection with emails and proposed language received from counsel for Ace Insurance relating to the insertion thereof in the draft confirmation order (.3); receive and review various documents and drafts regarding resolutions reached with respect to pending objections to confirmation from various taxing agencies and landlords, and coordinate same with Rob Poppiti (.9) Review email from S. Alberino regarding J. Santarlasci advice regarding status of Marie Callender franchise agreements, amendment information and respond to same (.1); send to M. Perkiel and inquire regarding how amendments will be implemented (.2); correspondence from J. Newdeck regarding Akin comments to confirmation Hours 3.4 Amount 2,669.00

10/24/11 MHP

10/25/11 BRC 10/25/11 BDG

2.0 5.9

450.00 2,065.00

10/25/11 MHP

3.1

2,433.50

10/26/11 HTC

3.6

2,826.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 73

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed order (.1); review correspondence from M. Perkiel regarding required action with respect to Exit Financing (.1); discussion with M. Portnoy regarding Exit Financing and respond to M. Perkiel regarding same (.3); review agenda for October 31 confirmation hearing (.2); conference call regarding plan supplement comments, Confirmation order, etc. (.7); review draft Confirmation Order (.9); discussions with B. Goodman and M. Poppiti regarding my comments to same (.5); review Committee comments to Confirmation Order and claims administrator engagement letter (.3); review Committee comments to Trungale Declaration (.2) 10/26/11 BDG Continued drafting and revisions to confirmation order including certain language regarding assumption of amended agreements and government licenses (3.1); discussions with R. Poppiti and M Perkiel regarding same (.3); additional drafting and preparation of confirmation order (.9); conference call with committee, restructuring support parties, and company regarding confirmation document preparation and cure issues (.7); communications with R. Poppiti and M. Perkiel regarding same (.3); perform drafting additions, revisions, and compilation of comments for confirmation order, memorandum of law, Trungale Declaration and Santarlasci Declarations (3.9); prepare and review correspondence and follow-up regarding same (.6); calls with R. Poppiti and H. Cohen regarding comments to confirmation order and revisions to declarations and memorandum of law (1.1); prepare additional correspondence and revisions for final versions of Trungale Declaration and Memorandum of Law (.6); draft and prepare additional further revisions to Trungale Declaration and Santarlasci Declaration (.5); continued drafting, revisions and modifications to confirmation order (1.3); call with R. Poppiti and J. Newdeck regarding assumption and cure language in order (.5); follow-up with R. Poppiti regarding revisions (.9); revise confirmation order (.6); prepare and review correspondence regarding all filings to company, lenders, restructuring support parties and committee (.8) Confer with Hollace Cohen in preparation for confirmation and miscellaneous process (.2); participate in conference call with colleagues and Akin representatives in connection with status and preparation of documents and confirmation hearing (.7); review latest draft of proposed confirmation order and related documents and confer with Brett Goodman in connection with changes thereto (.4); receive and review proposed changes to the draft confirmation 16.1 5,635.00 Hours Amount

10/26/11 MHP

5.3

4,160.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 74

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed order from Akin and make changes thereto and communicate same to Brett Goodman (.9); confer with Hollace Cohen in connection with ongoing preparation and efforts to finalize confirmation order as well as prepare for forthcoming confirmation hearing (.3); throughout the day, receive and review miscellaneous emails, materials, drafts, etc. in connection with both plan confirmation documents and updated plan supplement documents and provide comments where appropriate to various parties (2.8); 10/27/11 BRC 10/27/11 HTC Review and edit memorandum of law in support of confirmation, table of authorities Calls with M. Perkiel and B. Goodman regarding Plan Supplement (.5); review draft joint response to objection to confirmation by Tri-State (.4); discussions with B. Goodman regarding same (.3); draft additions and revisions to same and send to Joanna Newdeck (.4); review correspondence and comments from R. Poppiti (.2); review comments from M. Somerstein and respond to same (.1); review latest draft of confirmation order (.5); request final Omega Term Sheet from J. Newdeck (.1); discussions with J. Newdeck and Dan Harris regarding comments Joint Response to TriState objection (.2); review latest draft memorandum of law (.5); review J. Santarlasci affidavit (.3); review J. Trungale declaration in support of confirmation (.3); review correspondence regarding exhibit to confirmation order regarding Claims Administrator retention (.2); review correspondence from J. Demmy regarding Wilshire Restaurant Claim and send email to S. Alberino regarding same (.1); review revised joint response to Tri-State objection to confirmation and correspondence regarding same (.3); meet with B. Goodman regarding Tri-State issues (.3); discussion with M. Perkiel regarding issues regarding information for Tri-State objections and need for interface with J. Santarlasci, K. Young, et al. (.4); call with J. Santarlasci regarding his review of joint response to TriState objection to confirmation concerning feasibility issue and relevant information (.3); discussion with J. Santarlasci regarding Monday confirmation hearing and whether he may be called as a witness, (.2); email to S. Alberino regarding response to J. Demmy regarding Wilshire and inquire regarding Tri-State negotiations (.1); review correspondence from M. Perkiel regarding Tri-State negotiation status (.1); review correspondence regarding open items regarding First Lien Exit Facility and Second Lien and discussions with M. Portnoy regarding same and feasibility issues raised (.3); review latest draft of settlement with Omega and inquire regarding attachment to 1.6 7.1 360.00 5,573.50 Hours Amount

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 75

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Confirmation Order as Exhibit (.3); review revised Confirmation Order and treatment of Intercreditor Agreement, etc. (.3); discussions with B. Goodman and M. Perkiel regarding same (.4) 10/27/11 BDG Calls with R. Poppiti regarding filings (.2); conform final restructuring support party revisions to confirmation order (.3); prepare correspondence regarding same (.2); review of draft and comments to Joint Response (.4); follow-up calls with M. Perkiel, H. Cohen and R. Poppiti regarding filings (.5); review and prepare correspondence and finalize various documents for filing (1.4); further review of Joint Response and comments and discussions regarding same (.4); review of further of revised Joint Response, discussions with H. Cohen; regarding comments and call with D. Harris regarding same (.8); multiple calls with T. Kahler regarding plan effective date and closing (.2); review of correspondence with D. Branch regarding landlord objections (.3); call with A. Klein regarding plan and CHI (.2); meet with H. Cohen regarding Tri-State (.2) Confer with Tim Kahler in connection with corporate/LLC conversion and other closing matters related to achieving effective date as well as matters to be addressed thereafter (.3); calls with Hollace Cohen, Brett Goodman and Rob Poppiti in connection with status of objections, documents and general preparation for forthcoming confirmation (.5); further review in connection with filing of joint response to the Tri-State objection to confirmation (.4); miscellaneous work and communications in connection with draft confirmation order as well as prepare for confirmation hearing and coordinate same with others within the firm (2.2); receive and review miscellaneous communications and drafts of documents or proposed language in connection with ongoing efforts to resolve all claims objections other than Tri-State prior to forthcoming confirmation hearing (.9) Work on preparations for confirmation hearing (.8); discussions with M. Perkiel, B. Goodman regarding confirmation hearings (.3); review closing checklist and discussions with M. Perkiel, M. Portnoy and T. Kahler regarding TS responsibilities with respect to same (.7) Review of R. Poppiti revisions to confirmation order (.6); further review of confirmation order for edits and revisions (1.2); calls with restructuring support parties and H. Cohen and M. Perkiel regarding confirmation hearing (.4); draft and prepare revisions to confirmation order incorporating both R. Poppiti and B. Goodman revisions (2.2) 5.1 1,785.00 Hours Amount

10/27/11 MHP

4.3

3,375.50

10/28/11 HTC

1.8

1,413.00

10/28/11 BDG

4.4

1,540.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 76

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Draft certificates of conversion and certificates of formation for Perkins & Marie Callender's, Perkins Finance, and FIV (0.5); research California law regarding conversion (0.6); research Texas law regarding partnership (1.1) Confer with Hollace Cohen and Brett Goodman in connection with general and ongoing preparation for confirmation hearing and open items and issues and respective tasks (.3); participate in conference call with Brett Goodman and Rob Poppiti regarding ongoing efforts to finalize any open objections or issues related to confirmation based upon previously asserted objections and miscellaneous update on process and readiness for confirmation, and in connection therewith, review various emails to and from, among others, the company with respect to the foregoing and ongoing efforts to resolve open disputes (.9); review "final" draft of proposed confirmation order and make numerous changes, comments and revisions thereto for circulation to the relevant parties (1.1); over the course of the day, receive and review miscellaneous ongoing drafts of confirmation documents and other materials as well as continue to prepare for forthcoming confirmation hearing (2.9) Meet with M. Perkiel regarding revisions to confirmation order (.5); draft and prepare same (.8); call with R. Poppiti regarding revisions (.2); follow-up discussions with M. Perkiel (.2): correspondence regarding confirmation order(.2) Throughout the day, prepare for and coordinate with others in preparation for forthcoming confirmation hearing, including the discussion of confirmation hearing strategy, confirmation of documents, assembly of data, communications with financial advisor, assembly of checklist, and general coordination in preparation for confirmation hearing, including further review of various of the pleadings previously filed, including affidavits, and also begin to scope out for either testimony of supplemental affidavit additional but limited financial information relating to the non-impact of the remote relief sought by tri state upon the company's plan of reorganization feasibility and its implementation and confer with Brett Goodman in the evening with respect to the foregoing Review correspondence from T. Kahler to E. Palmer regarding Troutman closing responsibilities (.1); review correspondence from Ru Meng regarding proposed mergers (.2); review summary of terms of first and second lien Exit facilities and questions posed by M. Portnoy (.4); Hours 2.2 Amount 550.00

10/28/11 AJ

10/28/11 MHP

5.2

4,082.00

10/29/11 BDG

1.9

665.00

10/29/11 MHP

6.3

4,945.50

10/30/11 HTC

10.4

8,164.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 77

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed review Tri-State Complaint for declarations relief (.2); call with M. Perkiel regarding status of Tri-State negotiations (.3); discussion with M. Perkiel regarding Pepsi issues (.2); correspondence to and from M. Goldsmith regarding tax question (.2); meet with M. Perkiel and discuss Tri-State objection and my preparation of supplemental affidavit from J. Santarlasci (.4); review information regarding impact of loss of Tri-State stores on EBITDA (.4); discussion with M. Portnoy regarding list of stores in S. Dakota, N. Dakota and Nebraska (.2); review information relevant to impact of loss of 28 stores and prepare supplemental affidavit of J. Santarlasci (1.5); call with J. Santarlasci inquiring regarding same (.4); call K. Larson Young for information (.1); correspondence from and to J. Santarlasci regarding information, review same (.3); call with S. Alberino regarding status of Tri-State settlement negotiations and issues regarding calculation of financial impact of Tri-State territory stores (.3); travel to Delaware for tomorrow’s confirmation hearing and discussions with M. Perkiel, B. Goodman regarding confirmation hearing and complete work on supplemental affidavit of J. Santarlasci (2.2); meet with R. Poppiti, M. Perkiel and B. Goodman regarding TriState settlement and preparation for confirmation hearing (1.8); review revised confirmation order (.4); review plan provisions regarding mergers (.2); correspondence to M. Goldsmith and M. Portnoy regarding proposed mergers and possible tax consequences (.2); review correspondence from J. Demmy regarding claim litigation related discovery and responses from Committee, etc. to same (.2); correspondence from and to J. Santarlasci regarding TriState settlement (.2) 10/30/11 MHP Throughout the day, review documents, revisions, drafts, pleadings and other materials received or otherwise in preparation for forthcoming confirmation hearing, including, but not limited to, documents regarding the confirmation per se, the Tri-State pleadings, documents related to the two credit facilities, assumption and cure amount matters, and resolutions relating to claims objections, and in connection therewith, confer with Mitch Portnoy and Brett Goodman at various times throughout the day (6.0); travel to Delaware with Hollace Cohen and Brett Goodman and address and review issues and materials in connection with preparation for confirmation and, among other things, the pending TriState objection to confirmation (1.5); calls with Scott Alberino in connection with the Tri-State objection and potential resolution (.3); arrive in Delaware and continue to prepare for confirmation and participate in dinner meeting with Hollace Cohen, Brett Goodman and Rob Poppiti to 10.8 8,478.00 Hours Amount

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 78

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed further prepare for confirmation (3.0) 10/31/11 BDG 10/31/11 AJ Review, analysis and final edits and proposed final revisions to confirmation order Research California law regarding conversion (0.9); research Texas law regarding partnership (2.6); conference with Tim Kahler regarding both issues (0.2) Early morning preparation for confirmation hearing and review various emails in connection with same (1.8); attend meeting at offices of Young Conaway and meet and confer prior to the confirmation hearing with colleagues and Akin attorneys in connection with open matters, confirmation order issues, and program for confirmation presentation (2.0); attend and participate in court hearing for confirmation of the second amended plan of reorganization, at the conclusion of which, the court indicated it would confirm the plan subject to the submission of an appropriate confirmation order (1.4); following the hearing, return to Young Conaway offices to address various follow up issues, work on confirmation order, and coordinate various tasks and assignments and follow up to documents for purposes of achieving issuance of confirmation order and subsequent occurrence of the effective date (2.0); further review of proposed confirmation order and receive and review miscellaneous emails and respond where appropriate with respect to finalization of certain open items and overall coordination for obtaining confirmation order and matters to be addressed in the interim for achieving effective date (1.7) Totals 1.5 3.7 525.00 925.00 Hours Amount

10/31/11 MHP

8.9

6,986.50

331.5

177,694.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 79

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

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name AB BRC HTC HEC JFC BDG TPH AJ MHP MPP SGR ELU Broder Carlsen Cohen Cohen Costello Goodman Heaton Johnson Perkiel Portnoy Rinehart Unis Hours 0.9 27.5 71.4 10.0 20.7 83.3 4.6 5.9 68.0 0.4 4.5 34.3 Rate 350.00 225.00 785.00 265.00 320.00 350.00 475.00 250.00 785.00 690.00 690.00 475.00 Amount 315.00 6,187.50 56,049.00 2,650.00 6,624.00 29,155.00 2,185.00 1,475.00 53,380.00 276.00 3,105.00 16,292.50

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000029 Page 80

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

FOR COSTS AND EXPENSES INCURRED THROUGH 10/31/11 Date Description Amount 588.20 160.90 922.40 922.40 112.00 10.00 26.88 10.00 13.58 17.28 259.00 126.20 128.28 126.20 10.11 556.80 267.00 32.60 69.98 33.25 20.11 Total: Total Fees & Costs: 4,413.17 $182,107.17

09/27/11 Airfare Costs 09/27/11 Airfare Costs 10/10/11 Airfare Costs 10/10/11 Airfare Costs 10/25/11 Airfare Costs 10/13/11 Meals and Entertainment 10/16/11 Meals and Entertainment 10/17/11 Meals and Entertainment 10/21/11 Meals and Entertainment 09/30/11 Professional Services 10/24/11 Staff Overtime 08/30/11 Taxi/Train/Parking 08/31/11 Taxi/Train/Parking 09/01/11 Taxi/Train/Parking 10/13/11 Taxi/Train/Parking 10/06/11 Travel Expenses 10/06/11 Travel Expenses 10/06/11 Travel Expenses 10/19/11 Travel Expenses 10/21/11 Travel Expenses 10/26/11 Travel Expenses

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000033 Page 81

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed Review correspondence from Mitchel Perkiel regarding transfered and excluded contracts (.30); review correspondence files and closing discs (2.5); conference with Mitchel Perkiel and Brett Goodman regarding findings (.30); further correspondence and conference with Brett Goodman regarding same (.40) Correspondence and conference with Mr. Kahler regarding standard form of franchise agreement (.2); review file (.3); draft correspondence to Mr. Kahler forwarding same (.1) Review and respond to correspondence from Brett Goodman regarding contract assumption and rejection issues (.3); review open issues and confererence with Brett Goodman and Laurie Armistead regarding same (.3); additional correspondence with client and Mr. Perkiel regarding rejection issues (.2) Review correspondence with Brett Goodman and Mitchel Perkiel regarding rejection issues (.3); conferences with Brett Goodman regarding same (.1) Review and respond to correspondence from Mr. Perkiel regarding excluded asset questions Review and respond to correspondence from Mr. Kahler regarding excluded asset agreements (.2); review file for copies of same (.5); draft correspondence to Mr. Kahler forwarding electronic copies of requested agreements and amendments (.2) Review and response to various correspondence from Brett Goodman regarding open excluded asset issues Further review of documents in connection with assumption and rejection of ancillary agreements (.8); conference call with Karl Zielaznicki and Brett Goodman in connection with ConAgra-related documents (.4) Review correspondence from Mr. Perkiel and forward requested documents (.3); telephone conference with Mr. Perkiel and Mr. Goodman regarding encumbrance and excluded asset issues (.4); review agreements regarding permitted liens/encumbrance issues (.5); correspondence with Mr. Perkiel regarding same (.3) Continue review of excluded asset agreements (1.5); conferences and correspondence with Mr. Kahler regarding corporate law issues (.5); conference with Mr. Perkiel and Mr. Goodman regarding Callender royalties (.5); review and circulate requested assumed/rejected agreements to team Hours 3.5 Amount 2,100.00

10/17/11 KMZ

10/18/11 KMZ

0.6

360.00

10/19/11 KMZ

0.8

480.00

10/21/11 KMZ

0.4

240.00

10/23/11 KMZ 10/24/11 KMZ

0.2 0.9

120.00 540.00

10/25/11 KMZ 10/26/11 MHP

0.2 1.1

120.00 863.50

10/26/11 KMZ

1.5

900.00

10/27/11 KMZ

7.6

4,560.00

IN ACCOUNT WITH

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

Invoice Date 11/15/11 Invoice Number 1389387 File No. 234333.000033 Page 82

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

FEES FOR PROFESSIONAL SERVICES RENDERED THROUGH 10/31/11 Date Init Description of Work Performed (1.0); review American Pie license documents and amendment (1.5) ; review related ancillary documents (.7); draft correspondence to Ms. Armistead requesting Callender settlement documents and addendums (.3); review response and same (1.1); conference with Mr. Perkiel regarding collective findings (.3); review correspondence from Mr. Perkiel to client regarding excluded assets (.2) 10/28/11 MHP Call with Jim Stempel, counsel for ConAgra, regarding executory contract rejections and assumptions Totals 0.3 17.1 235.50 10,519.00 Hours Amount

TIMEKEEPER TIME SUMMARY THROUGH 10/31/11 Initials Name MHP KMZ Perkiel Zielaznicki Hours 1.4 15.7 Rate 785.00 600.00 Amount 1,099.00 9,420.00

TROUTMAN SANDERS LLP
Payment Remittance Address
ATTORNEYS AT L AW A LIMIT ED L IABILIT Y PARTNER SHIP F E D E R A L ID N o . 5 8 - 0 9 4 6 9 1 5

Electronic Payments
Wells Fargo Bank, N.A., Atlanta, Georgia ACH/ABA #061000227 WIRE/ABA #121000248

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

Office Location: The Chrysler Building 405 Lexington Ave New York, NY 10174

To Credit Troutman Sanders LLP Operating Account #2052700305792 Reference Attorney: M H Perkiel Reference Client: 234333 From International Locations please add Swift Address/Code: WFBI US 6S

Billing 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.

11/15/11 M H Perkiel 212-704-6016 1389387 234333

Total Amount of This Invoice

$519,402.03

Summary of Additional Outstanding Invoices by Client as of 11/15/11 Date 07/22/11 08/19/11 09/23/11 10/12/11 Invoice No. 1364786 1369622 1375711 1381385 Amount $353,569.83 $440,102.60 $331,657.84 $334,402.69 $1,459,732.96 Credits $-283,103.83 $-354,073.90 $-265,897.84 $0.00 -903,075.57 Balance $70,466.00 $86,028.70 $65,760.00 $334,402.69 $556,657.39

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

Perkins & Marie Callender's Inc TIMEKEEPER SUMMARY – ALL MATTERS October 2011 Tkpr # 45044 45015 45045 45026 45043 45033 45034 44945 50425 51966 51975 51308 51891 51386 51872 51344 51350 51976 50434 50335 50979 Name Cassirer, Aurora Cohen, Hollace Topol Goldsmith, Mark A. Kahler, Timothy I. Perkiel, Mitchel H. Portnoy, Mitchell P. Rinehart, Stephen G. VanderBroek, Mark S. Zielaznicki, Karl M. Broder, Amie Carlsen, Benjamin R. Chapman, Katherin J. Costello, John F. Goodman, Brett David Heaton, Timothy P. Hedaya, Bracha Johnson, Allegra Qu, Ming-Ran Unis, Eric L. Cohen, Harriet Ellen Townsend, Teri Status Partner Partner Partner Partner Partner Partner Partner Partner Of Counsel Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate Paralegal Library Research Rate 770.00 785.00 795.00 600.00 785.00 690.00 690.00 550.00 600.00 350.00 225.00 225.00 320.00 350.00 475.00 250.00 250.00 250.00 475.00 265.00 170.00 Totals Hours 21.50 158.70 0.40 48.00 199.00 56.50 4.50 1.50 15.70 0.90 61.40 1.80 20.70 189.20 22.20 7.80 5.90 22.50 34.30 45.90 2.80 921.20 Fees 16,555.00 124,579.50 318.00 28,800.00 156,215.00 38,985.00 3,105.00 825.00 9,420.00 315.00 13,815.00 405.00 6,624.00 66,220.00 10,545.00 1,950.00 1,475.00 5,625.00 16,292.50 12,163.50 476.00 514,708.50