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

, et al.,1 Debtors. Chapter 11 Case No. 11-11795 (KG) (Jointly Administered)

Hearing Date: Only in the Event of Objection Objection Deadline: November 14, 2011 at 4:00 p.m. (ET)

THIRD MONTHLY FEE AND EXPENSE APPLICATION Name of Applicant: Authorized to provide professional services to: Date of Retention: Period for which compensation and reimbursement are sought: Amount of compensation sought as actual, reasonable, and necessary: Amount of expense reimbursement sought as actual, reasonable, and necessary: This is an: FTI Consulting, Inc.

Official Committee of Unsecured Creditors August 8, 2011 nunc pro tunc to June 28, 2011

September 1, 2011 through September 30, 2011

$100,000.00

$24.67 final application.

X monthly

interim

Prior fee and expense applications filed: Date Filed

08/25/11 09/29/11

Period Covered
06/28/11-07/31/11 08/1/11-08/31/11

Requested Fees
$137,500.00 $122,500.00

Requested Expenses
$4,244.49 $1,104.01

Approved Fees
$110,00.00 $98,000.00

Approved Expenses
$4,244.49 $1,104.01

1 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

28081496_2

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER'S INC., et al.,1 Debtors. Chapter 11 Case No. 11-11795 (KG) (Jointly Administered)
Hearing Date: Only in the Event of Objection Objection Deadline: October 14, 2011 at 4:00 p.m. (ET)

THIRD MONTHLY FEE APPLICATION OF FTI CONSULTING, INC. FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF EXPENSES AS FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD OF SEPTEMBER 1, 2011 THROUGH SEPTEMBER 30, 2011 This third monthly fee application for compensation and reimbursement of expenses (the

"Fee Application") is filed by FTI Consulting, Inc ("FTI") requesting payment for services
rendered and reimbursement of costs expended as financial advisor for the Official Committee of Unsecured Creditors (the "Committee") of Perkins & Marie Callender's Inc. (the "Debtors"), for the period of September 1, 2011 through September 30, 2011 (the "Application Period"). In support of this Fee Application, FTI respectfully states the following:

Jurisdiction
1. The Bankruptcy Court (the "Court") has jurisdiction over this matter under 28

U.S.C. 1334. This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue of this chapter 11 case in this district is proper under 28 U.S.C. 1408 and 1409.

1 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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Background
2. On June 24, 2011, the Office of the United States Trustee held a meeting to

appoint the Committee pursuant to section 1102 of the Bankruptcy Code (the "Formation

Meeting"). At the Formation Meeting, the Committee selected Ropes & Gray LLP ("Committee Counsel") as its counsel, and on June 28, 2011, selected FTI Consulting, Inc as its financial
advisors. The following members were appointed to the Committee: 2 (a) (b) (c) (d) (e) (f) 3. The Coca-Cola Company; Wilmington Trust Company; News America Marketing; Luna Family Trust; Northgate Station, LP, and; Benjamin Monroy. On July 19, 2011, FTI filed its retention application. On August 2, 2011, the

Court entered an order approving the retention of FTI as financial advisor to the Committee effective June 28, 2011 (the "Retention Order").

Relief Requested
4. FTI submits this Fee Application pursuant to section 328(a) of the Bankruptcy

Code, Rule 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), the Order Establishing Procedures For Interim Compensation and Reimbursement Of Expenses Of Professionals (the "Administrative Order"), Del. Bankr. LR 2016-2 and the Retention Order. By this Fee Application, FTI seeks interim allowance of compensation for professional services rendered in the amount of $100,000.00 for the Application Period, and seeks payment of 80% of

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this amount (or $80,000.00), and seeks the allowance and payment of 100% of its actual and necessary expenses in the amount of $24.67 in accordance with the terms of the Administrative Order. Summary of Fees 5. The total number of hours expended by FTI professionals and paraprofessionals

in performing professional services for the Committee during the Application Period was 74.7 hours. Pursuant to the Retention Order, FTI is entitled to monthly compensation for its services provided to the Committee at the rate of $125,000.00 for each of the first two months and $100,000.00 per month thereafter (the "Monthly Fixed Fee"), plus reimbursement of actual and necessary expenses incurred by FTI. 6. Services rendered by each FTI professional and paraprofessional during the

Application Period, a summary of the time incurred by project code, and detailed time entries by professional and project code are attached hereto as Exhibit A, Exhibit B, and Exhibit C. A summary of the reasonable and necessary expenses incurred is shown in Exhibit D and Exhibit E. 7. The following paragraphs describe the primary services rendered by FTI to the

Committee during the Application Period. (Code 1) Current Operating Results & Events Total Hours: 10.7 FTI reviewed and analyzed the Debtors' current and historical operating results to assess the Company's financial and operational performance. The results of FTI's analyses and observations were summarized in a report that was distributed to the Committee.

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.

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(Code 12)

Analysis of SOFAs and SOALs Total Hours: 10.2

FTI reviewed and analyzed the Statements of Financial Affairs and Schedules. Time in this task code includes analysis related to asset and potential claim levels by Debtor, as well as reviewing payments listed on SOFA 3b and 3c. (Code 14) Analysis of Claims and Liabilities Subject to Compromise Total Hours: 21.3 FTI reviewed and analyzed the claims scheduled and filed in this case to assist in the preliminary analysis of the allowed claims pool. The results of such work were communicated to counsel and other parties in interest. (Code 16) POR & DS Analysis, Negotiation, and Formulation Total Hours: 3.9 FTI reviewed and analyzed the Debtors' strategic alternatives. As part of this process, FTI and Committee counsel participated in numerous settlement discussions and provided regular updates to the Committee. (Code 20) General Meetings with Debtors & Debtors' Professionals Total Hours: 6.6 FTI participated in several discussions with the Debtors and Debtors' professionals concerning various case issues, including Plan of Reorganization terms and claims analysis, among others. (Code 21) General Meetings with Committee & Committee Counsel Total Hours: 5.9 FTI prepared for and participated in several calls with the Committee and Committee Counsel to provide updates concerning key case issues and certain financial analyses.

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Actual and Necessary Costs and Expenses Incurred 8. Reimbursement of expenses in the amount of $24.67 is sought herein. FTI

reserves the right to request, in subsequent fee applications, reimbursement of any additional expenses incurred during the Application Period, as such expenses may not have been captured to date in FTI's billing system at the date of filing this Fee Application. Compliance with the Bankruptcy Code, the Bankruptcy Rules and Local Rules 9. In accordance with Del. Bankr. LR 2016-2, a summary schedule of hours and fees

for each professional, and a summary of hours and fees categorized by project code follow this Application. The undersigned submits that this Fee Application complies with Del. Bankr. LR 2016-2 and the Retention Order. 10. FTI submits that the services rendered and expenses incurred were actual and

necessary and that the compensation sought is reasonable and in accordance with the standards of the Bankruptcy Code and Bankruptcy Rules. 11. No agreement or understanding exists between FTI and any other entity (other

than shareholders or employees of FTI) for the sharing of compensation received or to be received for services rendered in connection with these cases.

Notice
12. As required by the Administrative Order, a copy of this Fee Application has been

served upon: (a) the Debtors; (b) counsel to the Debtors; (c) counsel to the agent for the Debtors'

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pre-petition Credit Facility and post-petition debtor-in-possession financing facility; (d) counsel to the indenture trustee for the Senior Secured Notes; (e) counsel to the indenture trustee for the Senior Notes (f) counsel to the Restructuring Support Parties; and (g) the Office of the United States Trustee for the District of Delaware. Notice of this Fee Application was served upon all parties requesting notice pursuant to Bankruptcy Rule 2002. WHEREFORE, FTI respectfully requests an interim award of compensation for professional services rendered as financial advisor to the Committee during the Application Period in the amount of $80,000.00 (80% of $100,000.00) plus the reimbursement of expenses in the amount of $24.67 pursuant to the Administrative Order; and such other and further relief that the Court deems just and proper.

Dated: October , 2011

FTI CONSULT By:

, C

Steven Simms

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VERIFICATION PURSUANT TO DEL. BANKR.LR . 2016-2(f) AND 28 U.S.C. 41746(2) I, Steven Simms, verify as follows: 1. I am a Senior Managing Director with FTI Consulting, Inc. (together with its

wholly owned subsidiaries, agents, independent contractors and employees, "FTI"). FTI has rendered professional services to the Official Committee of Unsecured Creditors (the "Committee") in this Chapter 11 case. 2. I have read the foregoing application of FTI for compensation and reimbursement

of expenses (the "Application"). To the best of my knowledge, information and belief formed upon the basis of my participation in this case, as well as after reasonable inquiry, the facts set forth in the foregoing Application are true and correct and materially comply with the applicable orders, rules, guidelines and requirements as set forth by the Court, the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, Del.Bankr.LR 2016-2, and the Executive Office for the United States Trustee. Executed on: October )4 , 2011 FTI CONSU By: Steven imms Senior Managing Director Three Times Square New York, NY 10036 Telephone: 212.841.9368 E-mail: steven.simmsafticonsulting.com Financial Advisors to the Official Committee of Unsecured Creditors of Perkins & Marie Callender's, et al.

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EXHIBIT A PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. SUMMARY OF HOURS BY PROFESSIONAL FOR THE PERIOD SEPTEMBER 1, 2011 THROUGH SEPTEMBER 30, 2011

Professional Simms, Steven Laber, Mark Goad, David Hellmund-Mora, Marili Total

Position Senior Managing Director Managing Director Consultant Associate

Hours 22.1 31.7 18.2 2.7 74.7

EXHIBIT B PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. SUMMARY OF HOURS BY PROJECT CODE FOR THE PERIOD SEPTEMBER 1, 2011 THROUGH SEPTEMBER 30, 2011 TASK
CODE 1 2 5 12 14 16 18 19 20 21 22 24 DESCRIPTION Current Operating Results & Events Cash & Liquidity Analysis Real Estate Issues Analysis of SOFAs & SOALs Analysis of Claims/Liabilities Subject to Compromise POR & DS - Analysis, Negotiation and Formulation Potential Avoidance Actions & Litigation Matters Case Management General Meeting with Debtor & Debtors' Professionals General Meetings with Committee & Committee Counsel Meetings with Other Parties Preparation of Fee Application HOURS 10.7 2.8 1.6 10.2 21.3 3.9 4.6 2.7 6.6 5.9 0.9 3.5

Total

74.7

EXHIBIT C PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. DESCRIPTION OF HOURS BY CODE FOR THE PERIOD SEPTEMBER 1, 2011 THROUGH SEPTEMBER 30, 2011 CODE 1 1 1 1 1 1 1 1 1 1 1 1 DATE PROFESSIONAL HOURS DESCRIPTION OF HOURS 9/6/2011 Laber, Mark 9/8/2011 Simms, Steven 9/13/2011 Simms, Steven 9/13/2011 Laber, Mark 9/20/2011 Simms, Steven 9/20/2011 Laber, Mark 9/22/2011 Simms, Steven 9/27/2011 Simms, Steven 9/28/2011 Laber, Mark 9/28/2011 Goad, David 9/28/2011 Goad, David 9/29/2011 Laber, Mark 9/29/2011 Laber, Mark 1 1 Total 2 2 2 Total 5 5 5 5 Total 9/9/2011 Simms, Steven 9/27/2011 Laber, Mark 9/28/2011 Laber, Mark 9/19/2011 Simms, Steven 9/28/2011 Goad, David 9/29/2011 Goad, David 0.4 Review period 8 results. 0.7 Review operating performance. 0.7 Review recent financial information. 0.4 Review flash results. 0.5 Review of recent financial information. 0.2 Review current operating performance. 0.5 Review update re: recent financial information. 0.8 Review update on monthly performance. 0.3 Review flash report. 0.8 Review Company materials and key operating metrics. 3.3 Prepare key operating metrics section of flash report. 0.2 Review and update flash report. 0.4 Update flash report. 1.5 Revise flash report to Committee re: key operating metrics and liquidity update. 10.7 0.4 Review updated cash flow. 2.4 Prepare liquidity section of flash report. 2.8 0.8 Review lease update and key issues. 0.5 Review lease assumption motion. 0.3 Review and discuss lease motions. 1.6

EXHIBIT C PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. DESCRIPTION OF HOURS BY CODE FOR THE PERIOD SEPTEMBER 1, 2011 THROUGH SEPTEMBER 30, 2011 CODE 12 12 12 12 12 12 12 Total 14 14 14 14 14 14 14 14 14 14 14 14 14 14 14 9/2/2011 Simms, Steven 9/6/2011 Simms, Steven 9/6/2011 Laber, Mark 9/8/2011 Simms, Steven 9/12/2011 Simms, Steven 9/12/2011 Laber, Mark 9/12/2011 Laber, Mark 9/13/2011 Laber, Mark 9/13/2011 Laber, Mark 9/14/2011 Simms, Steven 9/14/2011 Laber, Mark 9/14/2011 Laber, Mark 9/16/2011 Laber, Mark 9/16/2011 Laber, Mark 9/16/2011 Laber, Mark DATE PROFESSIONAL HOURS DESCRIPTION OF HOURS 3.4 Prepare SOFA 3b stratification. 0.7 Revise 3b stratification analysis. 2.3 Prepare 3c stratification analysis. 2.8 Prepare analysis re: schedule 3b. 0.5 Continue to review and discuss schedule 3b. 0.5 Revise SOFA 3b analysis. 10.2 0.6 Review claims update. 0.8 Review update re: claims. 0.3 Analyze claims. 1.4 Review items related to claims issues. 0.6 Review claims analysis update. 0.3 Review claims next steps. 0.6 Prepare initial stages of claims analysis. 3.1 Analyze claims filed and scheduled. 1.9 Continue to analyze claims data 0.4 Review claims analysis. 0.7 Research certain filed claims. 0.1 Review claims process next steps. 0.3 Review claims analysis. 0.3 Review updated claims run. 0.3 Continue to perform claims analysis.

9/21/2011 Goad, David 9/22/2011 Goad, David 9/22/2011 Goad, David 9/22/2011 Goad, David 9/22/2011 Goad, David 9/26/2011 Goad, David

EXHIBIT C PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. DESCRIPTION OF HOURS BY CODE FOR THE PERIOD SEPTEMBER 1, 2011 THROUGH SEPTEMBER 30, 2011 CODE 14 14 14 14 14 14 14 14 14 14 14 14 14 14 14 Total 16 16 16 16 Total 18 18 18 9/19/2011 Simms, Steven 9/19/2011 Simms, Steven 9/21/2011 Laber, Mark 9/2/2011 Laber, Mark 9/6/2011 Laber, Mark 9/9/2011 Simms, Steven DATE PROFESSIONAL HOURS DESCRIPTION OF HOURS 0.8 Prepare for and participate in all-hands claims call. 0.9 Participate on claims call with agent 0.9 Prepare for and participate in all-hands claims call. 0.6 Review claims update. 0.2 Review claims update and next steps. 1.1 Participate in discussion with claims agent and provide follow-up. 0.8 Correspond re: claims issues. 0.6 Review omni database. 0.4 Participate in call covering revisions to omni database. 0.7 Analyze omni claims analysis. 0.6 Prepare revised claims analysis and distribute to client. 0.3 Review certain proofs of claim. 0.5 Review update re: Omega items. 1.2 Review claims items and Omega issues. 21.3 1.1 Review revised settlement terms. 2.1 Review revised Disclosure Statement and Committee commentary. 0.7 Correspond re: Plan issues. 3.9 0.3 Participate in potential avoidance action issues. 0.6 Review potential avoidance actions. 0.5 Review potential avoidance actions.

9/19/2011 Simms, Steven 9/19/2011 Laber, Mark 9/19/2011 Laber, Mark 9/20/2011 Simms, Steven 9/21/2011 Laber, Mark 9/22/2011 Laber, Mark 9/26/2011 Simms, Steven 9/26/2011 Laber, Mark 9/26/2011 Laber, Mark 9/26/2011 Laber, Mark 9/27/2011 Laber, Mark 9/27/2011 Laber, Mark 9/27/2011 Simms, Steven 9/28/2011 Simms, Steven

EXHIBIT C PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. DESCRIPTION OF HOURS BY CODE FOR THE PERIOD SEPTEMBER 1, 2011 THROUGH SEPTEMBER 30, 2011 CODE 18 18 18 18 Total 19 19 19 19 19 19 19 Total 20 20 20 20 20 20 Total 21 21 21 21 21 9/1/2011 Laber, Mark 9/1/2011 Laber, Mark 9/1/2011 Simms, Steven 9/1/2011 Laber, Mark 9/22/2011 Simms, Steven 9/13/2011 Simms, Steven 9/13/2011 Simms, Steven 9/14/2011 Laber, Mark 9/14/2011 Simms, Steven 9/21/2011 Laber, Mark 9/7/2011 Laber, Mark 9/12/2011 Simms, Steven 9/14/2011 Laber, Mark 9/15/2011 Laber, Mark 9/15/2011 Simms, Steven 9/16/2011 Simms, Steven DATE PROFESSIONAL HOURS DESCRIPTION OF HOURS 9/22/2011 Laber, Mark 9/26/2011 Laber, Mark 9/27/2011 Laber, Mark 0.6 Review potential avoidance actions. 0.2 Review potential avoidance actions. 2.4 Research and prepare summary of indicia supporting Counsel. 4.6 0.2 Review case update. 0.9 Review update re: case issues. 0.3 Review case outline and next steps. 0.3 Review case update. 0.6 Review case update and key issues. 0.4 Correspond on case issues. 2.7 1.1 Review items in preparation for meeting with Debtor re: case update and key issues.

0.4 Participate in call with Debtor re: case update and key issues. 2.1 Prepare for and participate in claims meeting with Debtors and other advisors. 1.8 Prepare for and participate in claims meeting with Debtors and other advisors re: claims. 1.2 Participate in call with Debtor re: claims. 6.6 0.7 Prepare final draft of the Committee report. 1.1 Update Committee presentation. 1.8 Review and update Committee report. 0.9 Prepare for and participate in Committee call. 0.6 Prepare for and participate in Committee call.

EXHIBIT C PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. DESCRIPTION OF HOURS BY CODE FOR THE PERIOD SEPTEMBER 1, 2011 THROUGH SEPTEMBER 30, 2011 CODE 21 21 21 Total 22 22 22 22 Total 24 24 24 24 24 24 24 Total Grand Total 9/1/2011 Hellmund-Mora, Marili 9/20/2011 Laber, Mark 9/20/2011 Hellmund-Mora, Marili 9/21/2011 Laber, Mark 9/21/2011 Hellmund-Mora, Marili 9/21/2011 Hellmund-Mora, Marili 9/1/2011 Laber, Mark 9/12/2011 Simms, Steven 9/23/2011 Simms, Steven DATE PROFESSIONAL HOURS DESCRIPTION OF HOURS 9/22/2011 Laber, Mark 9/29/2011 Laber, Mark 0.5 Participate in Committee call. 0.3 Participate in call with Counsel. 5.9 0.1 Participate in call with creditor re: case issues. 0.4 Participate in call with creditor re: case issues. 0.4 Correspond with creditor on case issues. 0.9 0.7 Prepare August fee application. 0.5 Review August fee application. 0.5 Update August fee application. 0.3 Revise August fee application. 0.3 Update August fee application. 1.2 Finalize August fee application. 3.5 74.7

EXHIBIT D PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. SUMMARY OF EXPENSES FOR THE PERIOD SEPTEMBER 1, 2011 THROUGH SEPTEMBER 30, 2011

Expense Type Other

Amount $24.67
$24.67

EXHIBIT E PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. EXPENSE DETAIL FOR THE PERIOD SEPTEMBER 1, 2011 THROUGH SEPTEMBER 30, 2011

Date

Professional

Expense Type

Description of Expenses

Amount

08/17/2011 08/19/2011

Simms, Steven Simms, Steven

Other Other
Other Total Grand Total

Internet - Steven Simms. Internet service while traveling to client meeting. Postage Steven Simms

$12.95 11.72
24.67 $24.67

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PERKINS & MARIE CALLENDER'S INC., et a1., 1 Debtors. Chapter 11 Case No. 11-11795 (KG) (Jointly Administered)
Hearing Date: Only in the Event of Objection Objection Deadline: November 14, 2011 at 4:00 p.m. (ET)

NOTICE OF APPLICATION FTI Consulting, Inc. ("FTI"), financial advisor to the Official Committee of Unsecured Creditors, has filed its Third Monthly Application of FTI Consulting, Inc. for Allowance of Compensation and Reimbursement of Expenses as Financial Advisor to the Official Committee of Unsecured Creditors for the Period September 1, 2011 through September 30, 2011 (the "Application"). The Application seeks fees in the amount of $100,000.00 (80% = $80,000.00) and expenses in the amount of $24.67 for the period September 1, 2011 through and including September 30, 2011. 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 14, 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 14, 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
1 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

{894.001-W0017447.}

Trustee for 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).

PLEASE TAKE FURTHER NOTICE THAT PURSUANT TO THE ORDER UNDER 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], IF NO OBJECTIONS ARE FILED AND SERVED IN ACCORDANCE WITH THE ABOVE PROCEDURE, THE DEBTORS WILL BE AUTHORIZED TO PAY 80% OF REQUESTED FEES AND 100% OF REQUESTED EXPENSES WITHOUT FURTHER COURT ORDER. ONLY IF AN OBJECTION IS PROPERLY AND TIMELY FILED IN ACCORDANCE WITH THE ABOVE PROCEDURE, WILL A HEARING BE HELD ON THE APPLICATION. Dated: October 28, 2011 Wilmington, Delaware LANDIS RATH & COBB LLP

William E. Chipman, Jr. (No. 3818) Mark D. Olivere (No. 4291) 919 Market Street, Suite 1800 Wilmington, Delaware 19801 (302) 467-4400 Telephone: 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 (212) 596-9090 Facsimile:
Counsel for the Official Committee of Unsecured Creditors

{894.001-W0017447.}