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

, Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.
Ref. Docket Nos. 1440, 1441, 1443, 1444, 1451, 1453, 1453, 1454 and 1471

CERTIFICATION OF COUNSEL REGARDING PROPOSED ORDER APPROVING FINAL FEE APPLICATIONS OF PROFESSIONALS RETAINED AND EMPLOYED BY THE DEBTORS AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS On the dates set forth on Exhibit A to the Proposed Order (as defined below), the professionals employed and retained in these chapter 11 cases by (a) Perkins & Marie Callender’s Inc. (f/k/a The Restaurant Company) and its above-captioned affiliated debtor entities (collectively, the “Debtors”) and (b) the Official Committee of Unsecured Creditors (the “Committee”) in these chapter 11 cases, filed their applications for final allowance of compensation and reimbursement of expenses (collectively, the “Final Fee Applications”).2 Prior to the objection deadline for the Final Fee Applications, no responses were received by the Debtors or the Committee. In light of the foregoing, attached hereto as Exhibit 1 is a proposed form of order approving the Final Fee Applications (the “Proposed Order”). The Debtors and the Committee submit that the Proposed Order is appropriate and consistent with the Final Fee Applications, and

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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Troutman Sanders LLP also filed a supplemental fee application on January 17, 2012.

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that entry of the order is in the best interests of the Debtors, their estates and creditors and other parties in interest. The Committee has consented to the entry of the Proposed Order. Accordingly, the Debtors respectfully request the Court to enter the Proposed Order, attached hereto as Exhibit 1, at its earliest convenience without further notice or a hearing. Dated: February 3, 2012 Wilmington, DE YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) The Brandywine Building, 1000 West Street, 17th Floor Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 - AND TROUTMAN SANDERS LLP Mitchel H. Perkiel Hollace T. Cohen Brett D. Goodman The Chrysler Building, 405 Lexington Avenue New York, NY 10174 Telephone: (212) 704-6000 Facsimile: (212) 704-6288 COUNSEL FOR REORGANIZED DEBTORS

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EXHIBIT 1 Proposed Order

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER’S INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket Nos. 1440, 1441, 1443, 1444, 1451, 1453, 1453, 1454, 1471 and _____ ORDER APPROVING FINAL FEE APPLICATIONS OF PROFESSIONALS RETAINED AND EMPLOYED BY THE DEBTORS AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS Upon consideration of the final fee applications (collectively, the “Applications”) of the professionals (collectively, the “Professionals”) retained and employed by Perkins & Marie Callender’s Inc. (f/k/a The Restaurant Company) (“PMCI”) and its affiliated debtor entities (collectively, with PMCI, the “Debtors”) and the Official Committee of Unsecured Creditors (the “Committee”) in the Debtors’ above-captioned chapter 11 cases, a list of which Applications and Professionals is attached to this Order as Exhibit A, for allowance of compensation and reimbursement of expenses on an final basis for the period from June 13, 2011 through and including November 30, 2011; and it appearing to the Court that all of the requirements of sections 327, 328, 330, 331 and 503(b) of title 11 of the United States Code, as well as Rule 2016 of the Federal Rules of Bankruptcy Procedure and Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware, have been satisfied; and it further appearing that the expenses incurred
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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were reasonable and necessary; and that notice of the Applications was appropriate; and after due deliberation and sufficient good cause appearing therefor, it is hereby: ORDERED, that the Applications are APPROVED on a final basis in the amounts set forth on Exhibit A to this Order; and it is further ORDERED, that the Professionals are granted final allowance of compensation in the amounts set forth on Exhibit A to this Order; and it is further ORDERED, that the Professionals are granted, on a final basis, reimbursement of expenses in the amounts set forth on Exhibit A to this Order; and it is further ORDERED, that the Debtors are authorized and directed to remit payment to the Professionals of the amounts set forth on Exhibit A to this Order less any and all amounts previously paid on account of such fees and expenses; and it is further ORDERED, that this Court shall retain jurisdiction to hear and determine any and all matters arising from or related to the interpretation or implementation of this Order.

Date: February ___, 2012 KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT A
Name of Applicant Docket No. of Final Fee Application and Date Filed #1440; 12/22/11 #1511, 1/17/121 #1441; 12/22/11 #1443; 12/22/11 #1444; 12/22/11 #1451; 12/22/11 #1453; 12/22/11 #1454; 12/22/11 #1471, 12/30/11 Aggregate Amount of Fees Approved on a Final Basis ($) 2,301,862.00 426,852.00 1,604,000.00 174,517.50 76,707.50 1,038,243.75 560,000.00 452,816.50 Aggregate Amount of Expenses Approved on a Final Basis ($) 32,763.58 16,899.18 12,713.19 12.42 14,511.10 44,613.88 6,032.37 4,636.68

Troutman Sanders LLP Young Conaway Stargatt & Taylor, LLP Whitby, Santarlasci & Company Deloitte & Touche LLP Landis Rath & Cobb LLP Ropes & Gray LLP FTI Consulting, Inc. Deloitte Tax LLP

Troutman Sanders LLP filed a supplemental fee application on January 17, 2012, requesting an additional $15,495.00 in fees [Docket No. 1511]. The amount of final fees approved herein reflects this amount plus the amount ($2,286,367.00) provided for in the initial final fee application [Docket No. 1440].

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