Date

Filed
THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
PERKINS & MARIE CALLENDER'S INC., Case No. 11-11795 (KG)
et at.,
Debtors.
(Jointly Administered)
Objection Deadline: November 1,2011 at 4:00 p.m. (ET)
Hearing Date: November 22, 2011 at 4:00 p.m. (ET)
FIRST INTERIM APPLICATION OF ROPES & GRAY LLP FOR ALLOWANCE OF
COMPENSATION AND REIMBURSEMENT OF EXPENSES AS COUNSEL FOR THE
OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR
THE PERIOD JUNE 24, 2011, THROUGH AUGUST 31, 2011
Name of applicant: Ropes & Gray LLP
Authorized to provide
professional services to: Official Committee of Unsecured Creditors
Date of retention:
Period for which compensation
and reimbursement is sought:
This is an _ monthly ~ interim
Prior fee and expense applications filed:
June 24, 2011 (nunc pro tunc)
June 24,2011 through August 31, 2011
final application
Period Covered Requested Requested Approved Fees Approved
Fees Expenses Expenses
Holdback Fees (20%
of Approved Fees)
09122/11 08/01111-08/31/11 $238,860.00 $4,046.53 $238,860.00 $4,046.53 $47,772.00
08116111 06124111-07/31/11 $253,636.00 $5,235.42 $253,636.00 $5,235.42 $50,727.20
Totals: $492,496.00 $9,281.95 $492,496.00 $9,281.95 $98,499.20
THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
PERKINS & MARIE CALLENDER'S INC., Case No. 11-11795 (KG)
et at.,
Debtors. (Jointly Administered)
Objection Deadline: November 1,2011 at 4:00 p.m. (ET)
Hearing Date: November 22, 2011 at 4:00 p.m. (ET)
FIRST INTERIM APPLICATION OF ROPES & GRAY LLP FOR ALLOWANCE OF
COMPENSATION AND REIMBURSEMENT OF EXPENSES AS COUNSEL FOR THE
OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD
JUNE 24, 2011, THROUGH AUGUST 31, 2011
Pursuant to sections 330 and 331 oftitle 11 of the United States Code, 11 U.S.C. 101-
1330 (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the
"Bankruptcy Rules"), Rule 2016-2 ofthe Local Rules for the United States Bankruptcy Court for
the District of Delaware (the "Local Rules"), and the Order Establishing Procedures for Interim
Compensation and Reimbursement of Expenses of Professionals Pursuant to 11 U.S.C. 105(a)
and 331 [Docket No. 156] (the "Interim Compensation Order"), Ropes & Gray LLP ("Ropes &
Gray"), counsel for the Official Committee of Unsecured Creditors (the "Committee") of Perkins
& Marie Callender's Inc., and its affiliated debtors and debtors in possession in the above-
captioned chapter 11 cases (collectively, the "Debtors"), hereby files this first interim application
(the "Application") seeking (i) interim allowance of compensation in the amount of $492,496.00
and reimbursement of expenses in the amount of $9,281.95 for the period June 26, 2011, through
August 31,2011 (the "Compensation Period") and (ii) authorization for the Debtors to pay the
20% holdback of fees ($98,499.20) from the Monthly Applications (as defined below). In
support ofthis Application, Ropes & Gray respectfully represents as follows:
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Jurisdiction and Venue
1. This Court has jurisdiction over the Application pursuant to 28 U.S.C. 157 and
1334. Venue of this proceeding and this Application is proper in this district pursuant to 28
U.S.C. 1408 and 1409. This matter is a core proceeding within the meaning of28 U.S.C.
157(b)(2)(A) and (M).
2. The statutory bases for relief requested herein are Bankruptcy Code sections
105(a), 330, and 331 and the Interim Compensation Order.
Background
3. On June 13,2011 (the "Petition Date"), each of the Debtors filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code. Pursuant to Bankruptcy Code
sections 1107 and 1108, the Debtors continue in the management and operation of their
businesses and properties as debtors in possession. The Debtors' chapter 11 cases have been
consolidated for procedural purposes only and are being jointly administered pursuant to
Bankruptcy Rule 1015(b). No trustee or examiner has been appointed in these cases.
4. On June 24,2011, the Office of the United States Trustee appointed the
Committee and designated the following seven members to serve on the Committee: (i) The
Coca-Cola Company, (ii) Wilmington Trust Company, (iii) Standard General Master Fund LP, 1
(iv) News America Marketing, (v) Luna Family Trust, (vi) Northgate Station, LP, and (vii) Mr.
Benjamin Monroy.2
5. On July 9,2011, the Court entered the Interim Compensation Order, which
provides, "Objections, if any, to Interim Fee Applications shall be filed with the Court and

On September 16,2011, Standard General Master Fund LP resigned from the Committee by tendering its
resignation to the Office of the United States Trustee. .
2 On June 24, 2011, the Office of the United States Trustee filed the notice of the appointment of the
Committee [Docket No. 109], which was'sub-sequentfyrevIsea -20 i l-[Docket No.- i'27]. -- _. - -
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served upon the affected Professional and each of the Notice Parties on or before the fifteenth
(15th) day following service of the applicable Interim Fee Application. Each Professional shall
file its first Interim Fee Application on or before October 17, 2011, and the first Interim Fee
Applications shall cover the Interim Fee Period from the Petition Date through and including
August 31,2011."
6. On July 12, 2011, the Committee filed an Application of the Official Committee
of Unsecured Creditors of Perkins & Marie Callender's Inc., et al. to Retain and Employ Ropes
& Gray LLP as Counsel, nunc pro tunc to June 24, 2011 [Docket No. 217] (the "Retention
Application").
7. On July 29,2011, the Court entered an order approving the Retention Application
and authorizing Ropes & Gray's retention nunc pro tunc to June 24,2011 [Docket No. 469] (the
"Retention Order").
8. The Retention Order authorizes Ropes & Gray to be compensated on an hourly
basis and to be reimbursed for actual and necessary out-of-pocket expenses.
9. On August 16,2011, Ropes & Gray filed the First Monthly Application of Ropes
& Gray LLP for Allowance of Compensation and Reimbursement of Expenses as Counsel for
the Official Committee of Unsecured Creditors for the Period June 24,2011, Through July 31,
2011 [Docket No. 740] (the "First Monthly Application").
10. On September 2,2011 Ropes & Gray filed the Certificate of No Objection to the
First Monthly Application of Ropes & Gray LLP [Docket No. 740].
11. Pursuant to the Interim Compensation Order, the Debtors were authorized to pay
80% of the requested fees ($202,908.80) and 100% ofthe requested expenses ($5,235.42) in the
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First Monthly Application on an interim basis without further Court order. Twenty percent of
the requested fees ($47,772.00) was "held back."
12. On September 22,2011, Ropes & Gray filed the Second Monthly Application of
Ropes & Gray LLP for Allowance of Compensation and Reimbursement of Expenses as Counsel
for the Official Committee of Unsecured Creditors for the Period August 1, 2011, Through
August 31, 2011 [Docket No. 1020] (the "Second Monthly Application" and, together with the
First Monthly Application, the ("Monthly Applications").
13. On October 11, 2011 Ropes & Gray filed the Certificate of No Objection to the
Second Monthly Application of Ropes & Gray LLP [Docket No. 1118].
14. Pursuant to the Interim Compensation Order, the Debtors were authorized to pay
80% of the requested fees ($191,088.00) and 100% of the requested expenses ($4,046.53) in the
Second Monthly Application on an interim basis without further Court order. Twenty percent of
the requested fees ($50,727.20) was "held back."
15. Each ofthe Monthly Fee Applications is incorporated by reference as if fully set
forth herein.
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Relief Requested
16. By this Application, Ropes & Gray seeks interim approval and allowance of its
compensation for legal services and reimbursement of expenses incurred during the
Compensation Period, including authorization for the Debtors to pay the 20% holdback of fees
($98,499.20) from the Monthly Applications.
17. A schedule setting forth the number of hours expended by each Ropes & Gray
attorney, paralegal, and paraprofessional who rendered services to the Committee during the
Copies of the Monthly Fee Applications may be obtained by written request to the undersigned counsel.
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Compensation Period, their respective hourly rates, and the aggregate fees incurred by each such
individual is attached to each respective Monthly Application as Exhibit A. A schedule setting
forth project categories utilized by Ropes & Gray in these cases, the aggregate number of hours
expended by the attorneys, paralegals, and paraprofessionals of Ropes & Gray by project
category, and the aggregate fees for each project category is attached to each respective Monthly
Application as Exhibit B. A schedule specifying the categories of expenses for which Ropes &
Gray has sought reimbursement and the total amount for each is attached to each respective
Monthly Application as Exhibit C. Ropes & Gray's invoice describing in detail the work
performed and the expenses incurred during the Compensation Period is attached to each
respective Monthly Application as Exhibit D.
WHEREFORE, Ropes & Gray respectfully requests this Court to (i) grant interim
allowance of compensation in the amount of $492,496.00 and reimbursement of expenses in the
amount of $9,281.95 for the Compensation, (ii) authorize the Debtors to pay the 20% fee
holdback of$98,499.20 from the Monthly Applications, and (iii) grant such other and further
relief as is just and proper.
pctober ..
NW York, New-York
Somerstein
B(lnjtl111inL. $qhllejder
12n Avenue of the Americas
. New York) New York 1 0036-8704
Telephone:. (2'12) $96-9000
Fac$imlle: (212J596-9090
Counsel for ihe O/jicial CommIttee of
Unsecured Credittn's
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VERIFICATION
STATE OF NEW YORK
COIJNTYOF NEW YORK
ss
MarkJt Somerstein, afierbeing duly sworn according deposes and says:
a), I am a partner with tbe applicanttifIll, Ropes & Gray LLP,
by I have personally perfonned 'Or superVised the legal services rendered by Ropes &
Gray LLP, as counsel for the Official Committee of Unsecured
c) I have reviewed the foregoing Application, and the facts set forth therein are trite and
correct to the best of my knowledge, information, and belief. Moreover, I have reviewed Local
Rule 2016<2a.nd submit that the Application substarif
Sworn to and subscribed before
me this 11"1iay of October 2011

Notary Public
My commissioncxpires
AMrA ..... ....
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nlockDoclD
Mark R. S'omerstein
THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
PERKINS & MARIE CALLENDER'S INC., Case No. 11-11795 (KG)
et a!.,
Debtors.
(Jointly Administered)
Objection Deadline: November 1,2011 at 4:00 p.m. (ET)
Hearing Date: November 22, 2011 at 4:00 p.m. (ET)
NOTICE OF APPLICATION
Ropes & Gray LLP, counsel for the Official Committee of Unsecured Creditors (the
"Committee"), has filed its First Interim Application of Ropes & Gray LLP for Allowance of
Compensation and Reimbursement of Expenses as Counsel for the Official Committee of
Unsecured Creditors for the Period June 24, 2011 through August 31, 2011 (the
"Application"). The Application seeks interim approval of fees in the amount of $492,496.00
and expenses in the amount of$9,281.95.
Objections, if any, to the relief requested in the Application must be filed with the United
States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3
rd
Floor,
Wilmington, Delaware 19801, on or before November 1,2011 at 4:00 p.m. (ET).
At the same time, you must also serve a copy of the objection upon the following parties
so as to be received no later than 4:00 p.m. (ET) on November 1, 2011.
(i) Debtors, Perkins & Marie Callender's Inc., 6075 Poplar Avenue, Suite 800,
Memphis, Tennessee 38119 (Attn: Joseph F. Trungale); (ii) Counsel to the Debtors,
Troutman Sanders LLP, The Chrysler Building, 405 Lexington Avenue, New York,
New York 10174 (Attn: Mitchel H. Perkiel, Esquire and Brett D. Goodman, Esquire)
and Young Conaway Stargatt & Taylor, LLP, The Brandywine Building, 1000 West
Street, 17
th
Floor, Wilmington, Delaware 19801 (Attn: Morgan L. Seward, Esquire);
(iii) Counsel to the Agent for Debtors Pre-Petition Credit Facility and Post-Petition
Debtor-in-Possession Financing Facility, Paul, Hastings, Janofsky & Walker, 600
Peachtree Street, N.E., Twenty-Fourth Floor, Atlanta, Georgia 30308 (Attn: Jesse H.
Austin, III, Esquire); (iv) Counsel to the Indenture Trustee for the Senior Secured
Notes, Emmet, Marvin & Martin, LLP, 120 Broadway, 32
nd
Floor, New York, New
York 10271 (Attn: Edward P. Zujkowski, Esquire); (v) Counsel to the Indenture
Trusteefor the Senior Notes, Foley & Lardner LLP, 90 Park Avenue, New York, New
York 10016-1314 (Attn: Douglas Spelfogel, Esquire); (vi) Counsel to the Restructuring
Support Parties, Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York,
New York 10036 (Attn: Ira Dizengoff, Esquire) and 1333 New Hampshire Avenue,
N.W., Washington, DC 20036 (Attn: Scott L. Alberino, Esquire); (vii) Counsel for
Official Committee of Unsecured Creditors, Ropes & Gray LLP, 1211 Avenue of the
{894.001-W0017188.}
Americas, New York, New York 10036-8704 (Attn: Mark R. Somerstein, Esquire) and
Landis Rath & Cobb LLP, 919 Market Street, Suite 1800, Wilmington, Delaware 19801
(Attn: William E. Chipman, Jr., Esquire); and (viii) the Office of the United States
Trustee, District of Delaware, J. Caleb Boggs Federal Building, 844 King Street, Suite
2207, Lockbox 35, Wilmington, Delaware 19801 (Attn: Richard Schepacarter,
Esquire).
A HEARING TO CONSIDER APPROVAL OF THE APPLICATION WILL BE HELD
BEFORE THE HONORABLE KEVIN GROSS, CHIEF JUDGE, UNITED STATES
BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ON NOVEMBER 22,2011
AT 4:00 P.M. PLEASE TAKE NOTICE THAT IF NO TIMELY OBJECTIONS TO THE
APPLICATION ARE FILED, THE COURT MAY ENTER AN ORDER GRANTING THE
APPLICATION WITHOUT FURTHER NOTICE OR HEARING.
Dated: October 17, 2011
Wilmington, Delaware
{894.001-W0017188.}
L:(;r;7fH & COBB LLP
w ~ a m ~ , ~
Mark D. Olivere (No. 4291)
919 Market Street, Suite 1800
Wilmington, Delaware 19801
Telephone: (302) 467-4400
Facsimile: (302) 467-4450
and
ROPES & GRAY LLP
Benjamin L. Schneider
Mark R. Somerstein
1211 Avenue of the Americas
New York, New York 10036-8704
Telephone: (212) 596-9000
Facsimile: (212) 596-9090
Counsel for the Official Committee of Unsecured
Creditors
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