IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

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Chapter 11
In re:
Case No. 11-11795 (KG)
PERKINS & MARIE CALLENDER'S INC., et al./
Debtors.
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(Jointly Administered)
Objection Deadline: December 16, 2011 at 4:00 p.m. (ET)
Hearing Date: December 28,2011 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 Second 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 September 1, 2011 through October 31, 2011 (the
"Application"). The Application seeks interim approval of fees in the amount of $421,543.25
and e)(penses in the amount of$28,301.51.
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 December 16,2011 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 December 16, 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 Le)(ington Avenue, New York,
New York 10174 (Attn: Mitchel H. Perkiel, Esquire and Brett D. Goodman, Esquire)
and Y o u n ~ Conaway Stargatt & Taylor, LLP, The Brandywine Building, 1000 West
Street, Ii 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
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); MCm, Inc. (2015); Wilshire Beverage, Inc. (5887); and FlY Corp. (3448). The
mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119.
{894.00 1-W00180 10.}
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
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 DECEMBER 28,2011
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: November 28,2011
Wilmington, Delaware
{894.00 1-W001801O.}
. liam . Chipman, Jr. (No. 3818)
Mark D. Olivere (No. 4291)
919 Market Street, Suite 1800
Wilmington, Delaware 19801
Telephone: (302) 467-4400
Facsimile: (302) 467-4450
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
2
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
------------------------------------------------------------------J(
Chapter 11
In re:
Case No. 11-11795 (KG)
PERKINS & MARIE CALLENDER'S INC., et al./
(Jointly Administered)
Debtors.
Objection Deadline: December 16,2011 at 4:00 p.m. (ET)
Hearing Date: December 28, 2011 at 4:00 p.m. (ET)
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SECOND 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 SEPTEMBER 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:
This is an _ monthly ~ interim
Ropes & Gray LLP
Official Committee of Unsecured Creditors
June 24,2011 (nunc pro tunc)
September 1, 2011 through October 31, 2011
final application
Interim Fee Application Total Fees Total CNO Filing Amount of Amount of Amount of
Period, Date Filed & Requested Expenses Date, Docket Fees Paid or Expenses Holdback
Docket No. Requested No. to be Paid Paid or to be Fees Sought
(80%) Paid (100%) (20%)
09/01111 - 09/30111 $169,963.00 $14,539.82 11/11111 $135,970.40 $14,539.82 $33,992.60
10/20111 [Docket
[Docket # 1196] #1311]
10/01111 - 10/31111 $251,580.25 $13,761.69 CNO to be $201,264.20 $13,761.69 $50,316.05
11/18/11 filed
[Docket #1337]
TOTAL $421,543.25 $28,301.51 $337,234.60 $28,301.51 $84,308.65
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.
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
------------------------------------------------------------------)(
In re:
PERKINS & MARIE CALLENDER'S INC., et al.,1
Debtors.
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Chapter 11
Case No. 11-11795 (KG)
(Jointly Administered)
Objection Deadline: December 16,2011 at 4:00 p.m. (ET)
Hearing Date: December 28, 2011 at 4:00 p.m. (ET)
SECOND 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
SEPTEMBER 1, 2011, THROUGH OCTOBER 31,2011
Pursuant to sections 330 and 331 of title 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 of the 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 ofE)(penses 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 second interim
application (the "Application") seeking (i) interim allowance of compensation in the amount of
The Debtors, together with the last four digits of each Debtor's federal tax identification number are:
Perkins & Marie Callender's Inc. (4388); Perkins & Marie Callender's Holding Inc. (3999); Perkins & Marie
Callender's Realty LLC (N/A); Perkins Finance Corp. (0081); Wilshire Restaurant Group LLC (0938); PMCI
Promotions LLC (7308); Marie Callender Pie Shops, Inc. (7414); Marie Callender Wholesalers, Inc. (1978);
MACAL Investors, Inc. (4225); MCID, Inc. (2015); Wilshire Beverage, Inc. (5887); and FIV Corp. (3448). The
mailing address for the Debtors is 6075 Poplar Avenue, Suite 800, Memphis, TN 38119.
1
$421,543.25 and reimbursement of expenses in the amount of $28,301.51 for the period
September 1, 2011, through October 31, 2011 (the "Compensation Period"), and (ii)
authorization for the Debtors to pay the 20% holdback of fees ($84,308.65) from the Monthly
Applications (as defined below). In support of this Application, Ropes & Gray respectfully
represents as follows:
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 of 28 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 10 15(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
2
Coca-Cola Company, (ii) Wilmington Trust Company, (iii) Standard General Master Fund LP,2
(iv) News America Marketing, (v) Luna Family Trust, (vi) Northgate Station, LP, and (vii) Mr.
Benjamin Monroy.3
5. On July 9,2011, the Court entered the Interim Compensation Order.
6. On July 12, 2011, the Committee filed the 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 the order approvmg 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 [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% of the requested expenses ($5,235.42) in the
2
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.
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 subsequently revised on June 28, 2011 [Docket No. 127].
3
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").
13. On October 11,2011, Ropes & Gray filed the Certificate of No Objection to the
Second Monthly Application [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. On October 17, 2011, Ropes & Gray filed the 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 [Docket No. 1149] (the "First Interim Application").
16. On November 22, 2011, the Court entered the order approving the First Interim
Application [Docket No. 1342], pursuant to which the Debtors were authorized to pay the 20%
holdback of fees ($98,499.20) from the First Monthly Application and the Second Monthly
Application.
17. On October 20, 2011, Ropes & Gray filed the Third Monthly Application of
Ropes & Gray LLP for Allowance of Compensation and Reimbursement of Expenses as Counsel
4
for the Official Committee of Unsecured Creditors for the Period September 1, 2011, Through
September 30, 2011 [Docket No. 1196] (the "Third Monthly Application").
18. On November 11, 2011, Ropes & Gray filed the Certificate of No Objection to the
Third Monthly Application [Docket No. 1311].
19. Pursuant to the Interim Compensation Order, the Debtors were authorized to pay
80% of the requested fees ($135,970.40) and 100% of the requested expenses ($14,539.82) in the
Third Monthly Application on an interim basis without further Court order. Twenty percent of
the requested fees ($33,992.60) was "held back."
20. On November 18, 2011, Ropes & Gray filed the Fourth 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 October 1, 2011, Through
October 31, 2011 [Docket No. 1337] (the "Fourth Monthly Application" and, together with the
Third Monthly Application, the ("Monthly Applications").
21. Pursuant to the Interim Compensation Order, if there are no objections to the
Fourth Monthly Application filed before December 5, 2011 at 4:00 p.m. (ET), and thereafter a
Certificate of No Objection is filed, the Debtors will be authorized to pay 80% of the requested
fees ($251,580.25) and 100% of the requested expenses ($50,316.05) in the Fourth Monthly
Application on an interim basis without further Court order. Twenty percent of the requested
fees ($50,316.05) will be "held back."
22. Each of the Monthly Applications is incorporated by reference as if fully set forth
herein.
4
4
Copies of the Monthly Applications may be obtained by written request to the undersigned counsel.
5
Relief Requested
23. 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
($84,308.65) from the Monthly Applications.
24. 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
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 $421,543.25 and reimbursement of expenses in the
amount of $28,301.51 for the Compensation Period, (ii) authorize the Debtors to pay the 20%
holdback of fees ($84,308.65) from the Monthly Applications, and (iii) grant such other and
further relief as is just and proper.
6
Dated: November 28,2011
New York, New York
Mar R. Somerstein
Benjamin L. Schneider
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
7
VERIFICATION
STATE OF NEW YORK
SS
COUNTY OF NEW YORK
Mark R. Somerstein, after being duly sworn according to law, deposes and says:
a) lama partner with the applicant firm, Ropes & Gray LLP.
b) I have personally performed or supervised the legal services rendered by Ropes &
Gray LLP, as counsel for the Official Committee of Unsecured Creditors.
c) I have reviewed the foregoing Application, and the facts set forth therein are true and
correct to the best of my knowledge, information, and belief. Moreover, I have re
Rule 2016-2 and submit that the Application subs
Sworn to and subscribed before
d y of November 2011
{CU\6j
Notary Public J
My commission expires Lf /1 I J-
ANNEH.PAK
Notary Public. State ofNeWVorfl
No.02PA6184723
. Qualified In l\iewYork COU
7
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Commission ExpIres AprIl 20