IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PERKINS & MARIE CALLENDER'S INC.,

et al.

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

Hearing Date: August 2, 2011 @ 2:00 p.m. (E.T.) Objection Deadline: July 26, 2011 @ 4:00 p.m. (E.T.)

Debtors,

APPLICATION FOR AN ORDER, PURSUANT TO SECTION 1103(a) OF THE BANKRUPTCY CODE, AUTHORIZING THE EMPLOYMENT AND RETENTION OF LANDIS RATH & COBB LLP, AS DELAWARE COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, NUNC PRO TUNC TO JUNE 24, 2011

The Official Committee of Unsecured Creditors (the "Committee") of the abovecaptioned debtors (the "Debtors"), hereby submits this application (the "Application") for entry of an order, pursuant to section 1103(a) of Title 11 of the United States Code, 11 U.S.C. 101,
et seq. (the "Bankruptcy Code"), authorizing the employment and retention of Landis Rath &

Cobb LLP, as Delaware counsel to the Official Committee of Unsecured Creditors, Nunc Pro
Tunc to June 24, 2011. In support of this Application, the Committee respectfully represents as

follows:
BACKGROUND

1.

On June 13, 2011, (the "Petition Date"), the Debtors commenced their

bankruptcy cases (collectively, the "Bankruptcy Case") by filing voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the "Court"). 2. The Debtors continue to operate their businesses and manage their

properties as a debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code.
{894.001-W0015415.1

3.

On June 24, 2011, the United States Trustee (the "UST") appointed the

Committee.' The Committee members include: (a) (b) (c) (d) (e) (f) (g) 4. The Coca-Cola Company; Wilmington Trust Company; Standard General Master Fund LP; News America Marketing; Luna Family Trust; Northgate Station, LP; and Benjamin Monroy.

In addition, on June 24, 2011 (the "Retention Date"), the Committee

selected Ropes & Gray LLP ("R&G") as its bankruptcy counsel and LRC as its co-counsel, pursuant to section 1103 of the Bankruptcy Code. The Committee also selected FTI Consulting as its financial advisor. JURISDICTION AND VENUE 5. This Court has jurisdiction over this 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. The statutory predicate for this Application is 11 U.S.C. 1103(a). RELIEF REQUESTED 6. The Committee desires to retain and employ LRC as its Delaware counsel

in the Bankruptcy Case and, by this Application, requests that the Court enter an order authorizing it to retain and employ LRC, nunc pro tunc to the Retention Date. By separate application, the Committee has also requested that the Court approve the retention and

1 On June 24, 2011, the UST filed the notice of the appointment of the Committee [Docket No. 109], which was subsequently revised on June 28, 2011 [Docket No. 127].
{894.001-W0015415.}

employment of R&G as counsel. LRC has discussed with R&G and the Committee a division of responsibility in order to minimize duplication of efforts on behalf of the Committee. Accordingly, the Committee respectfully requests the entry of an order, pursuant to section 1103 of the Bankruptcy Code, authorizing the employment and retention of LRC as its Delaware counsel to perform the legal services that will be necessary during the Bankruptcy Case. 7. The Committee has selected LRC as its Delaware counsel because of

LRC's expertise in the field of debtor and creditor law and business reorganizations under Chapter 11 of the Bankruptcy Code and experience handling matters in the District of Delaware. LRC's attorneys have represented debtors, creditors' committees, bank groups, officers and directors, and other parties-in-interest in numerous bankruptcy cases in the District of Delaware and in other jurisdictions. 8. Attorneys at LRC have become familiar with the Debtors' business affairs

and capital structures. Accordingly, LRC has the necessary background to deal effectively with many of the legal issues that may arise in the context of the Bankruptcy Case. Thus, in order to maximize the value of the Debtors' estates and because of LRC's recognized expertise in bankruptcy law, the Committee desires that LRC represent it in the Bankruptcy Case. 9. The Committee's employment of LRC is appropriate and necessary to

enable the Committee to execute faithfully its duties as a statutory committee of unsecured creditors and to implement a successful reorganization.
SERVICES TO BE PROVIDED BY LRC

10.

The Committee anticipates that, in connection with the Bankruptcy Case,

LRC will provide it with general legal services as needed, including, but not limited to, the following:

1894.001-W0015415j

(a)

Render legal advice with respect to the powers and duties of the Committee and the other participants in the Debtors' cases; Assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses and any other matter relevant to the Bankruptcy Case, as and to the extent such matters may affect the Debtors' creditors; Participate in negotiations with parties-in-interest with respect to any disposition of the Debtors' assets, plan of reorganization and disclosure statement in connection with such plan, and otherwise protect and promote the interests of the Debtors' unsecured creditors; Prepare all necessary applications, motions, answers, orders, reports and papers on behalf of the Committee, and appear on behalf of the Committee at Court hearings as necessary and appropriate in connection with the Bankruptcy Case; Render legal advice and perform legal services in connection with the foregoing; and Perform all other necessary legal services in connection with the Bankruptcy Case, as may be requested by the Committee.

(b)

(c)

(d)

(e) (f)

11.

As set forth above, LRC has discussed a division of responsibility with

R&G and the Committee and it is the Committee's intent to ensure that its professionals do not unnecessarily duplicate their efforts on the Committee's behalf Subject to this Court's approval, LRC will charge for its legal services on an hourly basis in accordance with its ordinary and customary hourly rates as in effect on the date services are rendered. These rates may change from time to time in accordance with LRC's billing practices and procedures. LRC will maintain detailed records of time and any actual and necessary expenses incurred in connection with the rendering of legal services described above by category and nature of services rendered.

{894.001-W0015415.}

12.

LRC intends to apply to the Court for payment of compensation and

reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the "Local Rules"), the administrative order entered governing the payment of estate professionals in these cases, and any other applicable orders entered in this case in connection with all services performed and expenses incurred on and after the Retention Date. 13. The Committee proposes to pay LRC its customary hourly rates in effect

from time to time for services rendered, as set forth in the Affidavit of William E. Chipman, Jr. (the "Chipman Affidavit") attached hereto as Exhibit "A," and to reimburse LRC according to its customary reimbursement policies, which rates and policies the Committee believes to be reasonable. All payments are subject to the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and applicable orders of this Court.
BASIS FOR RELIEF

14.

Section 1103(a) of the Bankruptcy Code provides:

At a scheduled meeting of a committee appointed under section 1102 of this title, at which a majority of the members of such committee are present, and with the court's approval, such committee may select and authorize the employment by such committee of one or more attorneys, accountants, or other agents, to represent or perform services for such committee.
11 U.S.C. 1103(a).

15.

To the best of the Committee's knowledge, and except as disclosed herein

and in the attached Chipman Affidavit, LRC has not represented the Committee, the Debtors, their creditors, or any other parties-in-interest, or their respective attorneys, in any matter relating

{894.001-W0015415.}

to the Debtors or their estates and is a "disinterested person" within the meaning of sections 1103 and 101(14) of the Bankruptcy Code. 16. The Committee believes that the employment of LRC to perform the

services described herein as may be required by the Committee is necessary and in the best interest of the Debtors and the Debtors' estates. NOTICE AND NO PRIOR APPLICATION 17. Notice of this Application has been provided to (a) the Office of the

United States Trustee for the District of Delaware; (b) the Debtors; (c) proposed counsel to the Debtors; and (d) all entities that have filed a request for service of pleadings in these cases pursuant to Bankruptcy Rule 2002. The Committee respectfully submits that, given the administrative nature of the relief requested, no other notice of the relief requested herein need be given. 18. or any other Court. WHEREFORE, the Committee respectfully requests the entry of an Order, in the form attached herewith, (i) authorizing the retention of LRC to represent the Committee in these Chapter 11 cases, nunc pro tunc to June 24, 2011, and (ii) granting the Committee such other and further relief as is just and proper. DATED: July No previous application for the relief sought herein has been made to this

g , 2011

THE OFFICIAL COMMITTEE OF UNSECURED

1894.001-W00154151

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PERKINS & MARIE CALLENDER'S INC., et al. Debtors,

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

Hearing Date: August 2, 2011 @ 2:00 p.m. (E.T.) Objection Deadline: July 26, 2011 @ 4:00 p.m. (E.T.)

NOTICE OF APPLICATION The Official Committee of Unsecured Creditors (the "Committee"), by and through the undersigned counsel, has filed the attached Application for an Order, Pursuant to Section 1103(a) of the Bankruptcy Code, Authorizing the Employment and Retention of Landis Rath & Cobb LLP, as Delaware Counsel to the Official Committee of Unsecured Creditors, Nunc Pro Tunc to June 24, 2011 (the "Application"). Objections, if any, to the Application must be filed with the United States Bankruptcy Court, 824 North Market Street, 3 rd Floor, Wilmington, Delaware 19801, on or before July 26, 2011 at 4:00 p.m. (ET). At the same time, you must also serve a copy of the objection upon the undersigned counsel so as to be received no later than 4:00 p.m. (ET) on July 26, 2011. A HEARING ON THE APPLICATION WILL BE HELD ON AUGUST 2, 2011 AT 2:00 P.M. (ET) BEFORE THE HONORABLE KEVIN GROSS, IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH MARKET STREET, 6TH FLOOR, WILMINGTON, DELAWARE 19801. Dated: July 12, 2011 Wilmington, Delaware

Wit am E. CI . , 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 -

Benjamin L. Schneider, Esquire Mark R. Somerstein, Esquire ROPES & GRAY LLP 1211 Avenue of the Americas New York, New York 10036-8704 Telephone: (212) 596-9000 Facsimile(212) 596-9090 Proposed Counsel for the Official Committee of Unsecured Creditors

EXHIBIT "A"

{894.001-W0015415.}

IN THE UNITED STATES BANKRUPTCY COURT FOR DISTRICT OF DELAWARE

In re: PERKINS & MARIE CALLENDER'S INC.,

et al.

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

Debtors,

AFFIDAVIT OF WILLIAM E. CHIPMAN, JR. IN SUPPORT OF APPLICATION FOR AN ORDER, PURSUANT TO SECTION 1103(a) OF THE BANKRUPTCY CODE, AUTHORIZING THE EMPLOYMENT AND RETENTION OF LANDIS RATH & COBB LLP, AS DELAWARE COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, NUNC PRO TUNC TO JUNE 24, 2011

STATE OF DELAWARE ) SS COUNTY OF NEW CASTLE WILLIAM E. CHIPMAN, JR., being duly sworn, does depose and say as follows: 1. I am a partner in the firm of Landis Rath & Cobb LLP ("LRC") and I am

authorized to make this Affidavit on behalf of LRC. I submit this Affidavit in accordance with sections 328(a), 330 and 1103(a) of title 11 of the United States Code, 11 U.S.C. 101-1532 (as amended or modified, the "Bankruptcy Code"), Rules 2014(a) and 2016(b) of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the "Local Rules"), authorizing the employment and retention of LRC as Delaware counsel to the Official Committee of Unsecured Creditors (the "Committee"), nunc pro tunc to June 24, 2011 (the "Application"). 2. I am admitted to practice law in the state of Delaware, the United States

Bankruptcy Court for the District of Delaware, and the United States District Court for the District of Delaware.
{894.001-W0015415.}

3.

I make this Affidavit based on my person knowledge of matters set forth

herein or upon information and belief formed after reasonable inquiry.

INTRODUCTION

4.

On June 24, 2011, the United States Trustee (the "UST") appointed the

Committee, which consists of the following members:' (a) The Coca-Cola Company; (b) Wilmington Trust Company; (c) Standard General Master Fund LP; (d) News America Marketing; (e) Luna Family Trust; (f) Northgate Station, LP; and (g) Benjamin Monroy. 5. On June 24, 2011 (the "Retention Date"), the Committee selected Ropes

& Gray LLP ("R&G") as its bankruptcy counsel and LRC as Delaware counsel. The Committee also selected FTI Consulting as its financial advisor. 6. I believe that LRC is a "disinterested person," as the term is defined in

section 101(14) of the Bankruptcy Code because LRC, its partners, associates and employees: (a) are not creditors, equity security holders, or insiders of the Debtors; (b) are not and were not an investment banker for any outstanding security of the Debtors; (c) have not been, within three years before the Petition Date, an investment banker for a security of the Debtors, or an attorney for such an investment banker in connection with the offer, sale, or issuance of a security of the Debtors; (d) are not and were not, within two years of the Petition Date, a director, officer, or employee of the Debtors or of an investment banker specified in section 101(14) subparagraph (B) or (C); and (e) do not have an interest materially adverse to the interest of the Debtors' estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors or an investment banker specified in section 101(14) subparagraph (B) or (C), or for any other reason.
1 On June 24, 2011, the UST filed the notice of the appointment of the Committee [Docket No. 109], which was subsequently revised on June 28, 2011 [Docket No. 127].

{894.001-W0015415.}

7.

LRC has not in the past represented the Debtors, the Committee or any

member of the Committee in connection with the Debtors. 8. Since the Retention Date, LRC has advised the Committee with respect to

restructuring and bankruptcy matters and, in conjunction with R&G, has prepared certain documents, motions, applications, and affidavits relating to the Bankruptcy Case. 9. LRC is not a creditor of the Debtors. LRC employs twelve full time

attorneys and has a sophisticated and diversified practice that includes representation of many financial institutions and commercial entities, some of which or their affiliates may be creditors or parties in interest in the Bankruptcy Case. Consequently, LRC's attorneys may now or in the future represent, or may in the past have represented entities that are related to claimants or interest holders of the Debtors in matters unrelated to the Bankruptcy Case. No LRC attorney, however, represents or will represent any party other than the Committee in connection with the Bankruptcy Case.
LRC DISCLOSURE PROCEDURES

10.

In connection with LRC's proposed retention in this case, and in preparing

this Affidavit, I followed a set of procedures developed by LRC to ensure compliance with the requirements of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and orders of this Court (the "LRC Disclosure Procedures"). 11. Under the LRC Disclosure Procedures, I have reviewed the names of

significant parties in interest in these cases supplied to me by counsel to the Debtors and supplemented by me after reasonable diligence and inquiry (all such entities, collectively, the "Potential Parties", attached hereto as Exhibit "1"). Because, however, the Debtors have not yet filed their Schedules of Assets and Liabilities and their Statements of Financial Affairs, LRC's

{894.001-W0015415.}

ability to identify Potential Parties necessarily has been limited to those names provided to me by the Debtors and reasonably identifiable through a diligent search of publicly filed papers. 12. I make this Affidavit based in material part on the list of Potential Parties

LRC has been able to identify to date, as well as LRC's business records, including its conflict database, and the responses to conflict checks circulated throughout LRC (generally, the "LRC
Conflict Identification System"). LRC maintains and updates the LRC Conflict Identification

System in the ordinary course of its business, and it is the regular practice of the firm to make and maintain such records. 13. The LRC Conflict Identification System was created to include: (a) every

matter for which the firm is now or has been engaged; (b) the entity by which the firm is now or has been engaged; (c) the identity of related parties; (d) the identity of adverse parties; and (e) the responsible attorney in the firm who handles the matter. 14. It is LRC's policy that no new matter may be accepted or opened without

the attorney responsible for such matter completing and submitting to the LRC Conflict Identification System all information necessary to check each matter for conflicts, including the identity of the prospective client, the matter and, to the extent known, any adverse, potentially adverse and related parties. Accordingly, the LRC Conflict Identification System is updated for every new matter undertaken by LRC. Of course, the LRC Conflict Identification System relies upon the completeness of the information submitted by individual attorneys in any new matter. 15. Following the submission of the Potential Parties, a list was created of all

potential matches between the Potential Parties and the names already included in the LRC Conflict Identification System. In addition, the list of Potential Parties was sent via email firmwide to all employees for their individual review and response. When it was determined that

{894.001-W0015415.}

there was an existing relationship with a Potential Party, LRC attorneys discussed the nature of the representations of, respectively, the Debtors, the Committee, and the Potential Party. In all cases, I concluded that LRC did not represent a Potential Party in connection with the Debtors.
LRC'S CONNECTIONS WITH POTENTIAL PARTIES

16.

Based upon my review of the Potential Parties and the report from LRC's

Conflict Identification System, I have determined that LRC has or had relationships with certain Potential Parties in matters unrelated to the Debtors or these bankruptcy cases. Specifically: (a) LRC previously represented Wells Fargo Bank, N.A. ("Wells Fargo") in matters unrelated to the Debtors or these bankruptcy cases. Wells Fargo may be related to the "Wells Fargo Capital Finance, LLC" that is identified as the first lien agent and arranger for the Debtors' proposed DIP Credit Facility. LRC has in the past, and may presently, work as co-counsel with Gibson Dunn & Crutcher LLP ("Gibson Dunn") in matters unrelated to the Debtors or these bankruptcy cases. Gibson Dunn is identified as a top 100 creditor of the Debtors. LRC has in the past, and may presently, work as co-counsel with Schulte Roth & Zabel LLP ("SRZ") in matters unrelated to the Debtors or these bankruptcy cases. SRZ is identified as a top 100 creditor of the Debtors.

(b)

(c)

17.

LRC does not now and will not in the future represent these parties (or any

Potential Party) in connection with the Debtors' bankruptcy cases. 18. Except as set forth herein, LRC does not have any connection with the

Debtors, any creditor or party in interest, or their respective attorneys and accountants, the United States Trustee or any person employed in the office of the United States Trustee. 19. LRC does not represent, has not represented, and will not represent any

entity, other than the Committee, in matters related to the Bankruptcy Case.

{894.001-W0015415.}

20.

I believe that the proposed retention of LRC is not prohibited by or

improper under Rule 5002 of the Bankruptcy Rules. 21. Neither I, nor LRC, nor any partner or associate thereof, as far as I have

been able to ascertain, holds or represents an interest adverse to the Debtors or their estates in the matter for which LRC is proposed to be retained. Accordingly, I believe LRC is a "disinterested person" as defined in section 101(14) of the Bankruptcy Code. 22. The Debtors have numerous relationships and creditors. Consequently,

although every reasonable effort has been made to discover and eliminate the possibility of conflict, including the efforts outlined above, LRC is unable to state with absolute certainty whether one of its clients or an entity affiliated with a client holds a claim or otherwise is a party in interest in the Bankruptcy Case. To the extent that any information disclosed herein requires supplementation, amendment or modification upon my completion of further analysis or as additional information becomes available to me, a supplemental affidavit will be submitted to the Court. 23. Based upon the foregoing, I believe that LRC and the professionals it

employs are qualified to represent the Committee in the matters for which LRC is proposed to be retained.
COMPENSATION

24.

Subject to this Court's approval, LRC will charge for its legal services on

an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date services are rendered. The primary LRC attorneys who will be representing the Committee and their corresponding rates are: William E. Chipman, Jr., partner, at $595 per hour; and Mark D. Olivere, associate, at $395 per hour. These rates may increase from time to time in accordance

{894.001-W0015415.}

with LRC's established billing practices and procedures, and other LRC partners and associates may be involved in the Debtors' cases, as required, at their customary hourly rates. LRC will maintain detailed, contemporaneous records of time and any actual and necessary expenses incurred in connection with the rendering of legal services described in the Application by category and nature of the service rendered, consistent with the Bankruptcy Code, Bankruptcy Rules, Local Rules and the United States Trustee's Guidelines. 25. LRC intends to apply to the Court for payment of compensation and

reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of this Court, the administrative order entered governing the payment of estate professionals in these cases, and any other orders entered in this case. 26. No promises have been received by LRC, or any partner or associate

thereof, as to payment or compensation in connection with these cases other than in accordance with the provisions of the Bankruptcy Code. Neither LRC nor any of its attorneys has entered into an agreement or understanding to share compensation with respect to the representation of the Committee as described in Rule 2016 of the Bankruptcy Rules.

{894.001-W0015415.}

27.

LRC has agreed to accept as compensation such sums as may be allowed

by the Court based upon the professional time spent, the rates charged for such services, the necessity of such services to the administration of the estates, the reasonableness of the time spent in relation to the results achieved, and the complexity, importance and nature of the problems, issues or tasks addressed in these cases.

WIL P E. CHIPMAN, JR. SWORN TO AND SUBSCRIBED before me this ia(i-h day of July, 2011.

11RALL2city) 6e)1.0
Notary Public

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{894.001-W0015415.}

EXHIBIT "1" POTENTIAL PARTIES

{894.001-W0015415.}

EXHIBIT 1 - LIST OF POTENTIAL PARTIES

Perkins Et Marie Callender's Inc. f/k/a The Restaurant Committee Perkins Et Marie Callender's Holding Inc. Perkins a Marie Callender's Inc. Realty LLC Perkins Finance Corp. Wilshire Restaurant Group LLC PMCI Promotions LLC Marie Callender Pie Shops, Inc. Marie Callender Wholesalers, Inc. MACAL Investors, Inc. MCID, Inc. Wilshire Beverage, Inc. FIV Corp. Wells Fargo US Foodservice Crutcher LLP Gibson Dunn FreshPoint Omega Trust Micros Systems, Inc. Value Source Group, Inc Superfos Packaging Inc Zabel LLP Schulte Roth National Everclean Services Pacific Gas Electric News America Marketing FSI, Inc. SYSCO Bono Burns Distributing Inc. Valassis Direct Mail Inc. Kendall Frozen Fruits, Inc. Tri State Cakes Inc. SpaceNet Inc. Southern California Edison Sweetner Supply Corp XCEL Energy: Northern States Power Co. H. Nagel Et Son Co. Inc. Kopco Graphics Inc KABC-TV Ballas Egg Product Corp. Progress Energy Florida, Inc. HRLP Crescent Center, LLC Juana's Packing Co. KTTV Garda CL West, Inc. Amalgamated Sugar Company Chief Industries 401(k) Administration Duke Energy/1326/9001076 Engauge Mid Valley Nut Co Inc Cigna Voluntary Heilbrice D.W. Callender Family Trust Wawona Frozen Foods Reliastar Life Insurance Co.

{894.001-W0015524.}

Bimbo Bakeries USA, Inc. Next Day Gourmet Toof Commercial Printing Southern California Gas (The Gas Co.) Aire Rite Aires CenterPoint Energy Minnegasco/4671 Merchants Cold Storage General Mills, Inc. Packers Sanitation Services Inc. CIGNA United Healthcare Customer Connection, Inc.(The) Duck Delivery Produce AWC Packaging National Retail Properties, LP R.W. Smith Company XPEDX, Inc. Cremes Unlimited Inc. Florida Power a Light Company (FPL) Caesars Palace Los Angeles Dept of Water a Power/30808 Loders Croklaan USA Thayer Media Inc Galloway Company EFM Group Ecolab Pest Elimination Division San Diego Gas Electric eFAX Corporate Skidmore Sales Et Distribution Inc. Rogers Poultry Co. Rainsweet, Inc. Green Bay Packaging Inc Talx Corporation Alliant Energy/Interstate Power Company LCEC- Lee County Electric Cooperative Linde Inc ALSCO Teco Tampa Electric Company Lamar Companies [The] Cary Wendy M. Minovitz Moody's Investors Service Inc. Berkeley Land Company, Inc. Trustaff Personnel Services, Fleischnnann's Yeast Inc Marco Polo, Inc. CBS Outdoor J Et J Snack Foods Revere Packaging Forestville Builders Et Supply Inc NU Look Exteriors, Inc. Passco Property Management, Inc. TWC Services, Inc. Steve Andrews, Treasurer

American United Life Ins. Shoes For Crews Merchant Link Macerich Lakewood, LLC Hershey Foods USA Inc

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PERKINS & MARIE CALLENDER'S INC.,

et al.

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

Ref. No.

Debtors,

ORDER AUTHORIZING THE EMPLOYMENT AND RETENTION OF LANDIS RATH & COBB LLP, AS DELAWARE COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, NU7VC PRO TUNC TO JUNE 24, 2011

Upon consideration of the Application for an Order, Pursuant to section 1103(a) of the Bankruptcy Code, Authorizing the Employment and Retention of Landis Rath & Cobb LLP ("LRC"), as Delaware counsel to the Official Committee of Unsecured Creditors, Nunc Pro
Tunc to June 24, 2011 (the "Application"); 1 and the Court being satisfied, based upon the

representations made in the Application and the Affidavit of William E. Chipman, Jr., that LRC represents or holds no interests adverse to the Debtors or to their estates as to the matters upon which to be engaged and is disinterested under section 101(14) of the Bankruptcy Code, and that the employment of LRC is necessary and is in the best interests of the Debtors and their estates; and it appearing that sufficient notice of the Application has been given; and good cause having been shown, it is hereby ORDERED that the Application is GRANTED; and it is further ORDERED that LRC is retained and employed nunc pro tunc to June 24, 2011; and it is further

All capitalized terms not otherwise defined herein shall assume the meanings ascribed to them in the Application.

{894.001-W0015415.}

ORDERED that LRC shall be compensated in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code, applicable Federal Rules of Bankruptcy Procedure, Local Rules of the Court, the administrative order governing professional fees in these cases, and any such procedures as may be fixed by order of this Court. Dated: Wilmington, Delaware , 2011

Honorable Kevin Gross United States Bankruptcy Judge

{894.001-W0015415.}