IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.

,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket No. 1342 CERTIFICATION OF MITCHEL H. PERKIEL PURSUANT TO LOCAL BANKRUPTCY RULE 2016-2(d)(viii) IN CONNECTION WITH THAT CERTAIN (I) ORDER APPROVING FIRST INTERIM FEE APPLICATIONS OF PROFESSIONALS RETAINED AND EMPLOYED BY THE DEBTORS AND THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS AND (II) NOTICE OF SECOND INTERIM FEE APPLICATION OF CERTAIN OF THE DEBTORS PROFESSIONALS FOR THE PERIOD FROM JUNE 13, 2011 THROUGH AND INCLUDING OCTOBER 31, 2011 Mitchel H. Perkiel, pursuant to 28 U.S.C. 1746, certifies as follows: 1. I am a member of the law firm of Troutman Sanders, LLP (Troutman),

bankruptcy counsel to the above-captioned Debtors (collectively, the Debtors). 2. On June 13, 2011 (the Petition Date), each of the Debtors filed with this Court

petitions for reorganization under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code), and each thereby commenced chapter 11 cases presently pending in this Court (collectively, the Chapter 11 Cases). 3. On September 9, 2011, the Debtors filed the Debtors Second Amended

Disclosure Statement for Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 923] (including all exhibits thereto and as may be
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The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders 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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amended, modified or supplemented from time to time, the Disclosure Statement). That same day, the Court entered an order [Docket No. 935] approving the Disclosure Statement as containing adequate information within the meaning of section 1125 of the Bankruptcy Code. 4. On November 1, 2011, the Court entered an order [Docket No. 1287] confirming

the Debtors Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (including all exhibits thereto and as may be amended, modified, or supplemented from time to time, and as supplemented by the Plan Supplement,2 the Plan) pursuant to section 1129 of the Bankruptcy Code and Rule 3020 of the Federal Rules of Bankruptcy Procedure. 5. This Court previously entered an Order dated July 9, 2011, effective as of June

13, 2011, authorizing the Debtors to retain and employ Troutman as their counsel in these Chapter 11 Cases [Docket No. 115] (the Troutman Retention Order). 6. On July 9, 2011, this Court entered that certain Order Pursuant to 11 U.S.C.

105(a) and 331, Bankruptcy Rule 2016 and Local Rule 2016-1 Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 169] (the (the Interim Compensation Order). The Interim Compensation Order authorized professionals retained by an order of the Court, including Troutman, to seek interim payment of compensation and reimbursement of expenses in accordance with those procedures set forth in the Interim Compensation Order. 7. Rule 2016-2(d)(viii) of the Local Rules of the United States Bankruptcy Court for

the District of Delaware (the Local Rules), provides in relevant part, that [t]ravel time during which no work is performed shall be separately described and may be billed at no more than 50% of regular hourly rates.

The term Plan Supplement shall have the meanings ascribed to it in the Plan (as hereinafter defined).

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8.

Pursuant to the Troutman Retention Order, and in accordance with the applicable

provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and the Local Rules, Troutman created and maintained detailed, contemporaneouslyentered time and expense records, including, but not limited to, Troutmans internal client matter number 234333.000020, which is specifically designated for non-working travel in accordance with Local Rule 2016-2(d)(viii) (the Non-Working Travel Matter Number). 9. In most cases, Troutman attorneys either (i) work during travel and therefore bill

such working time to the appropriate client matter number(s), (ii) do not work during travel, but due to the necessity of such travel and being out of their office, are precluded from engaging in otherwise required services for other clients, or (iii) based upon the time and circumstances involved, do not bill such non-working travel time at all. Generally, Troutman attorneys allocate billable time to a non-working travel matter number in those instances where a sufficient amount of non-working travel time has accrued. 10. Pursuant to Troutmans continuing obligations of disclosure to this Court and to

interested parties in these Chapter 11 Cases, and in furtherance of (i) the Order Approving First Interim Fee Applications of Professionals Retained and Employed by the Debtors and the Official Committee of Unsecured Creditors [Docket No. 1342] (the First Interim Fee Order) and (ii) the Notice of Second Interim Fee Application of Certain of the Debtors Professionals for the Period from June 13, 2011 Through and Including October 31, 2011 (the Second Interim Fee Application) filed contemporaneously herewith, I hereby submit this certification pursuant to Local Rule 2016-2(d)(viii). 11. In connection with the Interim Compensation Order, on July 25, 2011, Troutman

filed the First Monthly Fee Application of Troutman Sanders LLP for Allowance of

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Compensation and Reimbursement of Expenses for the Period from June 13, 2011 Through June 30, 2001 [Docket No. 334] (the First Monthly Application). On August 11, 2011, Troutman filed the Certificate of No Objection Regarding Docket No. 334 [Docket No. 648]. Pursuant to the Interim Compensation Order, the Debtors were authorized to pay 80% ($281,864.00) of the requested fees ($352,330.00) and 100% ($1,239.83) of the requested expenses in the First Monthly Application. No billable time was incurred or submitted under the Non-Working

Travel Matter Number as part of the First Monthly Application, either because Troutman did not accrue non-working travel time or simply did not bill for any such non-working travel time. 12. Similarly, on August 19, 2011, Troutman filed the Second Monthly Fee

Application of Troutman Sanders LLP for Allowance of Compensation and Reimbursement of Expenses for the Period from July 1, 2011 Through July 31, 2001 [Docket No. 775] (the Second Monthly Application). On September 8, 2011, Troutman filed the Certificate of No Objection Regarding Docket No. 775 [Docket No. 914]. Pursuant to the Interim Compensation Order, the Debtors were authorized to pay 80% ($344,114.80) of the requested fees ($430,143.00) and 100% ($9,959.10) of the requested expenses in the Second Monthly Application. No billable time was incurred or submitted under the Non-Working Travel Matter Number as part of the Second Monthly Application, again either because Troutman did not accrue non-working travel time or simply did not bill for any such non-working travel time. 13. Furthermore, on September 23, 2011, Troutman filed the Third Monthly Fee

Application of Troutman Sanders LLP for Allowance of Compensation and Reimbursement of Expenses for the Period from August 1, 2011 Through August 31, 2001 [Docket No. 1025] (the Third Monthly Application). On August 11, 2011, Troutman filed the Certificate of No Objection Regarding Docket No. 1025 [Docket No. 1128]. Pursuant to the Interim

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Compensation Order, the Debtors were authorized to pay 80% ($263,040.00) of the requested fees ($328,800.00) and 100% ($2,857.84) of the requested expenses in the Third Monthly Application. As set forth in the Third Monthly Application, a total of 3.80 hours, resulting in a total of $1,330.00 in fees, were billed to the Non-Working Travel Matter Number. Troutman inadvertently failed to discount those total fees allocated to the Non-Working Travel Matter Number by fifty percent (50%), as required under Local Rule 2016-2(d)(viii). In addition, as

also set forth in the Third Monthly Application, Troutman inadvertently billed 1.8 hours, resulting in a total of $1,413.00 in fees, which should have been both billed to the Non-Working Travel Matter Number and reduced by fifty percent (50%) as required under Local Rule 20162(d)(viii), to the wrong internal client matter number of the Debtors. Therefore, Troutman will apply a credit for the appropriate fifty percent (50%) reduction of $1,371.50 against the total fees requested for allowance in the Second Interim Fee Application. 14. On October 17, 2011, the Debtors professionals filed the Notice of First Interim

Fee Application of Certain of the Debtors Professionals for the Period from June 13, 2011 Through and Including August 31, 2011 [Docket No. 1144] (the First Interim Fee Application). Thereafter, on November 22, 2011, this Court entered the First Interim Fee Order, thereby approving the First Interim Fee Application. Notwithstanding this Courts entry of the First Interim Fee Order, during the hearing on the First Interim Fee Application, the Court inquired whether Troutman had applied the fifty percent (50%) reduction required under Local Rule 2016-2(d)(viii) to the time submitted to the Non-Working Travel Matter Number, and Troutman agreed to review all of their time entries under the Non-Working Travel Matter Number and follow-up with the Court.

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15.

On October 26, 2011, Troutman filed the Fourth Monthly Fee Application of

Troutman Sanders LLP for Allowance of Compensation and Reimbursement of Expenses for the Period from September 1, 2011 Through September 30, 2001 [Docket No. 1226] (the Fourth Monthly Application). On November 15, 2011, Troutman filed the Certificate of No Pursuant to the Interim

Objection Regarding Docket No. 1226 [Docket No. 1321].

Compensation Order, the Debtors were authorized to pay 80% ($263,007.60) of the requested fees ($328,759.50) and 100% ($5,643.19) of the requested expenses in the Fourth Monthly Application. As set forth in the Fourth Monthly Application, a total of 14.80 hours, resulting in a total of $3,930.00 in fees, were billed to the Non-Working Travel Matter Number. Troutman inadvertently failed to discount the total fees allocated to the Non-Working Travel Matter Number by fifty percent (50%), as required under Local Rule 2016-2(d)(viii). In addition, as

also set forth in the Fourth Monthly Application, Troutman inadvertently billed 1.0 hour, resulting in a total of $785.00 in fees, which should have been both billed to the Non-Working Travel Matter Number and reduced by fifty percent (50%) as required under Local Rule 20162(d)(viii), to the wrong internal client matter number of the Debtors. Therefore, Troutman will apply a credit for the appropriate fifty percent (50%) reduction of $2,357.50 against the total fees requested for allowance in the Second Interim Fee Application. 16. On November 15, 2011, Troutman filed 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, 2001 [Docket No. 1323] (the Fifth Monthly Application). In the Fifth Monthly Application, Troutman sought authority for the Debtors to pay 80% ($411,766.68) of the requested fees ($514,708.50) and 100% ($4,693.53) of the requested expenses in the Fifth Monthly Application. As set forth in the Fifth Monthly

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Application, a total of 2.9 hours, resulting in a total of $1,015.00 in fees, were billed to the NonWorking Travel Matter Number. Troutman inadvertently failed to discount the total fee

allocated to the Non-Working Travel Matter Number by fifty percent (50%), as required under Local Rule 2016-2(d)(viii). In addition, as also set forth in the Fifth Monthly Application,

Troutman inadvertently billed 3.4 hours, resulting in a total of $2,669.00 in fees, which should have been both billed to the Non-Working Travel Matter Number and reduced by fifty percent (50%) as required under Local Rule 2016-2(d)(viii), to the wrong internal client matter number of the Debtors. Therefore, Troutman will apply a credit for the appropriate fifty percent (50%) reduction of $1,842.00 against the total fees requested for allowance in the Second Interim Fee Application. 17. Therefore, in connection with and in furtherance of the Debtors retention and

employment of Troutman as their bankruptcy counsel, and in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules, including Local Rule 2016-2(d)(viii), Troutman will apply a credit of $5,571.00 to the total amount of holdback fees that would have been sought in the Second Interim Fee Application ($168,693.60), thus reducing the total amount of holdback fees sought in the Second Interim Fee Application by Troutman to $163,122.60. [The remainder of this page has been intentionally left blank]

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18.

Based upon all of the foregoing, Troutman has addressed an internal central

accounting oversight and corrected its time-keeping entries and correlative charges (and has issued the requisite credits) to rectify its inadvertent error and achieve compliance with Local Rule 2016-2(d)(viii). I certify under the penalty of perjury that the foregoing is true and correct.

Dated: New York, New York December 1, 2011

TROUTMAN SANDERS LLP /s/ Mitchel H. Perkiel Mitchel H. Perkiel The Chrysler Building 405 Lexington Avenue New York, NY 10174 Telephone: (212) 704-6016 Facsimile: (212) 704-6288 Attorneys for the Debtors and Debtors-In-Possession

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