THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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

et al.,1

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

Monthly Application Objection Deadline:
January 6, 2012 at 4:00 p.m. (ET)

Debtors.

Final Application Objection Deadline:

January 11, 2012 at 4:00 p.m. (ET)

Final Hearing Date:

February 7, 2012 at 3:00 p.m. (ET)

FIFTH MONTHLY AND FINAL APPLICATION OF LANDIS RATH & COBB LLP, DELAWARE COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES PURSUANT TO 11 U.S.C. 330 AND 331

Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which compensation and reimbursement sought: Amount of monthly fees to be approved as actual, reasonable and necessary: Amount of monthly expenses sought as actual, reasonable and necessary: Period for which final compensation and reimbursement sought:

Landis Rath & Cobb LLP Official Committee of Unsecured Creditors

Nunc Pro Tunc to June 24, 2011

November 1, 2011 through November 30, 2011 $8,681.00 (80% = $6,944.80) $2,543.74 June 24, 2011 through November 30, 2011 2

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.

2 This application includes estimated fees and expenses in the amounts of $3,000.00 and $1,000.00, respectively, for post-Effective Date fees and expenses from December 1, 2011 through the prosecution of this final fee application.

{894.001-W0018299.}

Amount of final fees to be approved as actual, reasonable and necessary: Amount of final expenses sought as actual, reasonable and necessary: This is a(n)
-\/

$76,707.50 $14,511.10 interim

I

monthly

final application

Prior Applications:
Dated Filed
08/12/2011 09/16/2011 10/25/2011 11/23/2011

Period Covered
06/24/11 07/31/11 [Docket No. 653] 08/01/11 08/31/11 [Docket No. 969] 09/01/11 09/30/11 [Docket No. 1222] 10/01/11 10/31/11 [Docket No. 1345]

Fees
$25,236.50 $9,582.50 $16,018.00 $14,189.50

Requested Expenses
$3,232.84 $1,364.38 $3,855.54 $2,514.86

Fees

Approved Expenses
$3,232.84 $1,364.38 $3,855.54 $2,514.60

$20,189.20 $7,666.00 $12,814.40 $11,351.60

LRC reserves the right to request from the reorganized Debtors additional post-Effective Date fee and expense reimbursements in connection with fees and expenses not yet posted to LRC's account.
{894.001-W0018299.}

FINAL COMPENSATION BY INDIVIDUAL

Name of Professional
William E. Chipman, Jr.

Position w/LRC and Year of Admission

Partner; Admitted DE 1999 Partner; Admitted 1999 Associate; Admitted DE 2002 Associate; admitted 2008
ParalcLlal
PLII- Ile I

Year of Law School Graduation

May, 1999

Hourly Billing Rate

$595.00

Total Billed Hours

56.80

Total Compensati on
$33,796.00

Rebecca L. Butcher

May, 1999

WEC Total $475.00

56.80 i 2.30

$33,796.00 $1,092.50 $1,092.50 $21,093.00

Mark D. Olivere

May, 2002

RLB Total $395.00

2.30 53.40

Kimberly A. Brown

May, 2008

MDO Total $295.00 KAB Total

53.40 1.70

$21,093.00 $501.50

1.70
71.20

$501.50
S 16.020 00

Nlichelle NI. Dery Frances A. PLinchak Cathy A. Adams

NA \ NA NA

$225.00

MMD Total
$225.00

71.20
. 10

FAP Total
Paralc il
PLo-

.20
1.40

$16,0 , 0.00 $45.00 $45.00

V'S0.00

c)200.00

CAA Total Anthom C. Dellom2 Kimberly Becker tic ii

`-)1011.011
'

1.40 ;
4.30 1

5280.00
SI7.00

Legal Assistant

N/A

ACD Total $125.00 KB Total

4.30 .50 .50

$817.00 $62.50 $62.50

ESTIMATED FEES: GRAND TOTALS: Blended Rate: $384.29

191.80

3,000.00 $76,707.50

{894.001-W0018299.}

FINAL COMPENSATION BY PROJECT CATEGORY Project Category (Task Code) Assumption/Rejection of Leases and Contracts (B114) Business Operations (B120) Case Administration (B 122) Claims Administration & Objections (B124) Financing/Cash Collateral (B 130) Hearings (B134) Litigation (B135) LRC Retention (B136) Creditors' Committee Meetings/Communications (B138) Creditor Inquiries (B140) Non-LRC Retention (B144) Plan and Disclosure Statement (B146) Relief from Stay/Adequate Protection (B 150) Schedules/Operating Reports (B151) ESTIMATED FEES: GRAND TOTALS: FINAL EXPENSE SUMMARY Expense Category Postage Copying Overnight Delivery Court Fees Courier Fees Outside Duplication PACER ESTIMATED EXPENSES: TOTAL DISBURSEMENTS: Total Expenses $5.56 $479.70 $1,024.69 $50.00 $142.25 $11,646.58 $162.32 1,000.00 $14,511.10 Total Hours 2.90 1.30 22.80 10.00 .50 25.00 1.50 30.20 4.90 1.00 39.70 47.20 .10 1.50 Total Fees $811.50 $514.50 $8,269.00 $4,187.00 $146.50 $10,743.50 $734.50 $10,383.50 $2,032.50 $344.00 $13,341.00 $20,019.00 $22.50 $647.50 3,000.00 $76,707.50

191.80

{894.001-W0018299.}

THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER'S INC., Chapter 11 Case No. 11-11795 (KG) (Jointly Administered)
Monthly Application Objection Deadline:
January 6, 2012 at 4:00 p.m. (ET)

et al.,1
Debtors.

Final Application Objection Deadline:

January 11, 2012 at 4:00 p.m. (ET)

Final Hearing Date:

February 7, 2012 at 3:00 p.m. (ET)

FIFTH MONTHLY AND FINAL APPLICATION OF LANDIS RATH & COBB LLP, DELAWARE COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES PURSUANT TO 11 U.S.C. 330 AND 331 Landis Rath & Cobb LLP ("LRC"), Delaware counsel to the Official Committee of Unsecured Creditors (the "Committee") of the above-captioned debtors and debtors-inpossession (the "Debtors"), hereby submits this Fifth Monthly and Final Application of Landis Rath & Cobb LLP, Delaware Counsel to the Official Committee of Unsecured Creditors, for Compensation and Reimbursement of Expenses Pursuant to 11 U.S.C. 330 and 331 (the "Application") for legal services performed during the period commencing November 1, 2011 through and including November 30, 2011 (the "Monthly Application Period"); and for final approval of compensation for legal services performed during the period commencing June 24, 2011 through and including November 30, 2011 (the "Final Application Period", together with

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-W0018299.}

the Monthly Application Period, the "Application Periods"). In support hereof, LRC 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 Title 11 of the United States Code, 11 U.S.C. 101, et seq. (as amended or modified, 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. 3. On June 24, 2011, the United States Trustee (the "UST") appointed the

Committee.2 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,

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-W0018299.}

pursuant to section 1103 of the Bankruptcy Code. The Committee also selected FTI Consulting as its financial advisor. 5. On July 29, 2011, this Court entered an order authorizing the employment

and retention of LRC as counsel to the Committee nunc pro tunc to June 24, 2011. JURISDICTION AND VENUE 6. 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). 7. The statutory bases for relief requested herein are sections 105(a), 330 and

331 of the Bankruptcy Code, Rule 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rule 2016-2 of the Local Rules of Bankruptcy Practice and Procedure (the "Local Rules"). TERMS AND CONDITIONS OF COMPENSATION OF LRC 8. Subject to Court approval, LRC seeks payment for compensation on an

hourly basis, plus reimbursement of actual and necessary expenses incurred by LRC during the Application Periods. With the exception of copy charges, the rates charged by LRC in this case do not differ from the rates charged to LRC's non-bankruptcy clients. 9. A summary of the hours spent, the names of each professional and

paraprofessional rendering services to the Committee during the Monthly Application Period, the regular customary billing rates and the total value of time incurred by each of the LRC attorneys and paraprofessionals rendering services to the Committee is attached hereto as Exhibit A. A copy of the computer generated time entries reflecting the time recorded for these services, organized in project billing categories in accordance with the United States Trustee's Guidelines For Reviewing Applications for Compensation and Reimbursement of Expenses filed Under 11

{894.001-W0018299.}

U.S.C. 330 (the "Guidelines"), is attached hereto as Exhibit B. A statement of expenses incurred by LRC during the Application Period is attached hereto as Exhibit C. All time entries and requested expenses are in compliance with Local Rule No. 2016-2. 3 10. On July 9, 2011, this Court entered an 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 (the "Administrative
Order") [Docket No. 169]. Pursuant to the Administrative Order, LRC and other professionals

retained in these cases are authorized to file and to serve upon the Debtors and the parties identified in the Administrative Order monthly fee applications (a "Monthly Fee Application") of their fees and expenses. After the expiration of a fifteen (15) day objection period, the Debtors are authorized to promptly pay eighty percent (80%) of the fees and one hundred percent (100%) of the expenses requested in the Monthly Fee Application, unless an objection has been lodged against specific fees and/or expenses, or the Court orders otherwise. 11. In accordance with the Administrative Order, LRC has filed and served

upon the Debtors and other parties identified in the Administrative Order this Application with respect to (a) fees and expenses incurred during the Monthly Application Period; to wit, fees in the amount of $8,681.00 and expenses in the amount of $2,543.74; (b) fees and expenses incurred during the Final Application Period; to wit, fees in the amount of $76,707.50 and expenses in the amount of $14,511.10.

LRC has also attempted to ensure that this Application complies with the Guidelines. To the extent that the Guidelines conflict with local rules, in particular, Local Rule 2016-2, LRC has chosen to comply with such local rule. LRC will supplement this Application with additional detail or information upon request.
3

{894.001-W0018299.1

12.

All services and costs for which compensation is requested by LRC in this

Application were reasonable and necessary and were performed for and on behalf of the Committee during the Application Periods.

CASE STATUS
13. The Debtors' monthly operating reports contain up-to-date information

regarding the amount of cash on hand or on deposit in the Debtors' estate, the amount and nature of accrued unpaid administrative expenses, the Debtors' operating profit or loss, and the amount of unencumbered funds in the Debtors' estates. 14. To the best of LRC's knowledge, the Debtors have paid their quarterly

fees and have filed their initial and monthly operating reports through October 31, 2011 with the UST. NARRATIVE SUMMARY OF SERVICES RENDERED ON A PROJECT SUMMARY BASIS 15. All of the professional services that LRC rendered to the Committee

during the Monthly Application Period are set forth in detail in Exhibit "B," segregated according to project billing categories pursuant to the Guidelines. A brief description of certain services deserving specific mention are highlighted below, by project category: (A)

Claims Administration and Objection: (Total Hours: 7.90; Total Fees: $3,011.50)
Among other services provided in this category during the Application

16.

Period, LRC reviewed, finalized and served the Objection of the Official Committee of Unsecured Creditors to Proof of Claim No. 1754 Filed by Omega Trust (the "Objection") [DocketN.136]LRCalsoprednfiMtorLeavFilObjctonfhe Official Committee of Unsecured Creditors to Proof of Claim No. 1754 Filed by Omega Trust Under Seal [Docket No. 1368].

{894.001-W0018299.}

(B) 17.

Hearings: (Total Hours: 1.80; Total Fees: $849.00)

Among other services provided in this category during the Application

Period, LRC prepared for and attended multiple hearings, including the November 22nd hearing on interim fee applications.

(C)
18.

LRC Retention/Fee Matters: (Total Hours: 5.90; Total Fees: $1.725.00)

Among other services provided in this category during the Application

Period, LRC drafted, filed and served the (i) Fourth Monthly Application of Landis Rath & Cobb LLP, Co-Counsel to the Official Committee of Unsecured Creditors, for Compensation and Reimbursement of Expenses Pursuant to 11 U.S.C. 330 and 331 ("LRC Fee Application") [Docket No. 1345] and (ii) the Second Interim Fee Application of Landis Rath & Cobb LLP ("LRC Interim Application") [Docket 1346]. LRC also filed and served a certificate of no objection regarding its Third Monthly Fee Application. (D)

Non-LRC Retention/Fee Matters: (Total Hours: 6.90; Total Fees: $2,124.50)

Among other services provided in this category during the Application

19.

Period, LRC revised, filed and served the (i) Fourth Monthly Application of Ropes & Gray LLP for Allowance of Compensation and Reimbursement of Expenses as Counsel to the Official Committee of Unsecured Creditors for the Period October 1, 2011 through October 31, 2011 ("R&G Fee Application") [Docket No. 1337]; (ii) the 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 ("R&G Interim Application") [Docket No. 1347]; (iii) the Fourth Monthly Application of FTI Consulting, Inc. for Allowance of Compensation and Reimbursement of Expenses as

{894.001-W0018299.}

Financial Advisor to the Official Committee of Unsecured Creditors for the Period October 1, 2011 through October 31, 2011 ("FTI Fee Application") [Docket No. 1348]; and (iv) the Second Interim Application for Interim Allowance of Compensation and Reimbursement of Expenses of FTI Consulting, Inc., Financial Advisor to the Official Committee of Unsecured Creditors for the Period from September 1, 2011 through October 31, 2011 ("FTI Interim Application") [Docket No. 1371]. LRC also drafted, filed and served certificates of no objection to the Third Monthly Applications for R&G and FTI.

(E)
20.

Plan and Disclosure Statement: (Total Hours: .90; Total Fees: $236.50)
Among other services provided in this category during the Application

Period, LRC reviewed the Notice of Confirmation and Effective Date of Debtors' Second Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code [Docket No. 1370].

COMPENSATION REQUESTED
21. LRC expended 24.90 hours during the Monthly Application Period in

furtherance of its efforts on behalf of the Committee. LRC requests allowance of compensation in the amount of $8,681.00 for legal services rendered during the Monthly Application Period. LRC's blended hourly rate for services rendered during the Application Period was $384.29. Further, LRC expended 191.80 hours during the Application Periods in furtherance of its efforts on behalf of the Committee. LRC requests final allowance of compensation in the amount of $76,707.50.

{894.001-W0018299.}

REIMBURSEMENT OF EXPENSES

22.

During the Monthly Application Period, LRC incurred certain reasonable

and necessary expenses in rendering legal services to the Committee as set forth in Exhibit C. Telecopying services completed in-house by LRC were charged at $1.00 per page for outgoing facsimiles only. LRC represents that its rate for duplication is $0.10 per page, consistent with the Local Rules and Guidelines. In order to more efficiently handle the voluminous copying of pleadings served and filed in this case, LRC on occasion retained third-party duplication service providers. LRC seeks reimbursement only for the actual expenses charged by such third-party service providers. Finally, LRC seeks reimbursement for computer assisted research, which is the actual cost of such charges. 23. LRC seeks reimbursement for its reasonable, necessary and actual

expenses incurred during the Monthly Application Period for the total amount of $2,543.74. LRC further seeks final approval of all expenses incurred during the Application Periods in the amount of $14,511.10. 24. LRC requests that the Court enter an order finally approving all fees and

expenses incurred by LRC during the Application Periods; to wit, fees totaling $76,707.50 and expenses totaling $14,511.10 (collectively, the "Allowed Fee and Expenses"). Through the date of this Application, LRC has received $47,633.40 in payment for its fees and $8,452.76 in payment for its expenses (as such may increase by virtue of interim payment prior to the hearing on this Application, the "Paid Amount"). Accordingly, LRC requests that this Court enter an order granting this Application and directing the prompt payment of all Allowed Fees and Expenses minus the Paid Amount to LRC.

{894.001-W0018299.)

LEGAL STANDARD

25.

Bankruptcy Code Section 330(a)(1) allows the payment of: (A) reasonable compensation for actual, necessary services rendered by the trustee, examiner, ombudsman, professional person, or attorney and by any paraprofessional person employed by any such person; and (B) reimbursement for actual, necessary expenses.

11 U.S.C. 330(a)(1). Reasonableness of compensation is driven by the "market-driven approach" which considers the nature, extent and value of services provided by the professional and the cost of comparable services in non-bankruptcy contexts. See Zolfo Cooper & Co. v.
Sunbeam-Oster Co., 50 F.3d 253, 258 (3d Cir. 1995); In re Busy Beaver Building Ctr., Inc., 19

F.3d 833, 849 (3d Cir. 1994). Thus, the "baseline rule is for firms to receive their customary rates." Zolfo Cooper, 50 F.3d at 259. 26. In accordance with its practices in non-bankruptcy matters, LRC has

calculated its compensation requested in this Application by applying its standard hourly rates. LRC's calculation is based upon hourly rates that it believes to be well within the range of rates that are charged by comparable firms in similar bankruptcy cases. Accordingly, LRC's rates should be determined to be reasonable under section 330 of the Bankruptcy Code. 27. LRC's fees during the Application Periods are also reasonable under the prevailing legal standard and should be allowed. LRC's fees are not unusual, given the complexity and size of the Debtors' chapter 11 cases. Moreover, LRC's fees are commensurate with fees charged by and awarded to other attorneys of comparable experience and expertise in similar chapter 11 cases. Accordingly, LRC's fees are reasonable pursuant to Bankruptcy Code Section 330.

{894.001-W0018299.1

28.

Bankruptcy Code Section 330(a)(1)(B) permits reimbursement for actual,

necessary expenses. Accordingly, the expenses LRC incurred during the Application Periods are set forth in this Application and constitute only necessary expenses that were incurred for the benefit of the Debtors' estates. LRC should be reimbursed its actual and necessary legal expenses. 29. Except as permitted by Rule 2016 of the Federal Rules of Bankruptcy

Procedure, no agreement or understanding exists between LRC and/or any third person for the sharing or division of compensation. All of the services for which compensation is requested in this Application were rendered at the request of and solely on behalf of the Committee. 30. Pursuant to the standards set forth in sections 330 and 331 of the

Bankruptcy Code, LRC submits that the compensation requested is for actual and necessary services and expenses, and is reasonable, based upon the nature, extent and value of such services, the time spent thereon, and the costs of services in a comparable case under the Bankruptcy Code. 31. The time records attached to this Application constitute only a general

statement of the services rendered and time expended without description of the pressure and constraints under which LRC actually rendered these services. The considerable challenge of these cases have been attended to and managed by LRC at all levels, promptly, expertly, and often to the exclusion of other matters in LRC's office. LRC submits, therefore, that its fees and expenses were actually, necessary, reasonable and justified, and should be allowed in full.

{894.001-W0018299.}

10

NOTICE AND NO PRIOR APPLICATION

32.

No trustee or examiner has been appointed in these Chapter 11 cases.

Notice of this Application has been given to (a) the Debtors; (b) counsel to the Debtors; (c) the Office of the United States Trustee for the District of Delaware; and (d) all parties required to be given notice in the Administrative Order. In light of the nature of the relief requested herein, LRC submits that no further or other notice is required. 33. or any other Court. WHEREFORE, LRC respectfully requests that the Court enter an order approving the following: (i) Interim Allowance in the sum of $6,944.80 (80% of $8,681.00) as No previous application for the relief sought herein has been made to this

compensation for necessary professional services rendered to the Committee, and in the sum of $2,543.74 for reimbursement of actual and necessary costs and expenses incurred during the Monthly Application Period; (ii) Final Allowance in the sum of up to $76,707.50 as compensation for

necessary professional services rendered to the Committee, and in the sum of up to $14,511.10 for reimbursement of actual necessary costs and expenses incurred during the Final Application Period; and

{894.001-W0018299.}

11

(iii)

Such other and further relief as this Court may deem just and proper. LANDIS RATH & COBB LLP

Dated: December 22, 2011 Wilmington, Delaware

pman, Jr. (No. 3818) .m E. k D. Olivere (No. 4291) 919 Market Street, Suite 1800 Wilmington, Delaware 19801 (302) 467-4400 Telephone: Facsimile . (302) 467-4450 Counsel for the Official Committee of Unsecured Creditors

{894.001-W0018299.}

12

THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PERKINS & MARIE CALLENDER'S INC.,
et al., 1

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

Monthly Application Objection Deadline:
January 6, 2012 at 4:00 p.m. (ET)

Debtors.

Final Application Objection Deadline:

January 11, 2012 at 4:00 p.m. (ET)

Final Hearing Date:

February 7, 2012 at 3:00 p.m. (ET)

NOTICE OF APPLICATION

Landis Rath & Cobb LLP, Delaware counsel to the Official Committee of Unsecured Creditors (the "Committee"), has filed its Fifth Monthly and Final Application of Landis

Rath & Cobb LLP, Delaware Counsel to the Official Committee of Unsecured Creditors, for Compensation and Reimbursement of Expenses Pursuant to 11 U.S.C. 330 and 331
(the "Application"). The Application seeks approval for interim fees in the amount of $8,681.00 (80% = $6,944.80) and expenses in the amount of $2,543.74 for the period November 1, 2011 through and including November 30, 2011 (the "Monthly Application"); and for approval of final fees in the amount of up to $76,707.50 and expenses in the amount of up to $14,511.10 for the period June 24, 2011 through and including November 30, 2011 (the "Final Application"). Objections, if any, to the relief requested in the Monthly Application must be filed with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3' 1 January 6, 2012 at 4:00 p.m. (ET). At the Flor,WimngtDeaw1980,onrbfe same time, you must also serve a copy of the objection upon the following parties (the "Notice Parties") so as to be received no later than 4:00 p.m. (ET) on January 6, 2012:
(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
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-W0018641.}

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 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). Objections, if any, to the relief requested in the Final Application must be filed with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3' 1 Floor, Wilmington, Delaware 19801, on or before January 11, 2012 at 4:00 p.m. (ET). At the same time, you must also serve a copy of the objection upon the Notice Parties. 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 TO THE MONTHLY APPLICATION 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 MONTHLY APPLICATION.

{894.001-W0018641.}

A HEARING TO CONSIDER APPROVAL OF THE FINAL APPLICATION WILL BE HELD BEFORE THE HONORABLE KEVIN GROSS, CHIEF JUDGE, UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ON FEBRUARY 7, 2012 AT 3:00 P.M. PLEASE TAKE NOTICE THAT IF NO TIMELY OBJECTIONS TO THE FINAL APPLICATION ARE FILED, THE COURT MAY ENTER AN ORDER GRANTING THE FINAL APPLICATION WITHOUT FURTHER NOTICE OR HEARING Dated: December 22, 2011 Wilmington, Delaware LAND RATH & COBB LLP

o. 3818) hipman, Mark ; . Olivere (No. 4291) 919 Market Street, Suite 1800 Wilmington, Delaware 19801 (302) 467-4400 Telephone: Facsimile: (302) 467-4450 Counsel for the Official Committee of Unsecured Creditors

{894.001-W0018641.}

EXHIBIT A

{894.001-W00182991

PERKINS & MARIE CALLENDER'S INC., et aL - EXHIBIT "A" SUMMARY SHEET November 1, 2011 through and including November 30, 2011

Name of Professional
William E. Chipman, Jr. Rebecca L. Butcher

Position w/LRC and Year of Admission

Partner; Admitted DE 1999 Partner; Admitted DE 1999; PA 2000 Associate; Admitted DE 2002 Paralegal Paralegal

Year of Law School Graduation

May, 1999

Hourly Billing Rate

$595.00

Total Billed Hours

4.60

Total Compensation
$2,737.00

May, 1999

$475.00

.70

$332.50

Mark D. Olivere

May, 2002

$395.00

7.20

$2,844.00

Michelle M. Dero Cathy A. Adams

N/A N/A

$225.00 $200.00

11.50 .90

$2,587.50 $180.00

Total Blended Rate: $348.63

24.90

$8,681.00

{894.001-W0018299.}

December 22, 2011 Account No: 894-001 14571 Statement No: Perkins & Marie Callender

Recapitulation

Timekeeper Rebecca L. Butcher Michelle M. Dero Cathy A. Adams William E. Chipman, Jr. Mark D. Olivere
Total

Hours 0.70 11.50 0.90 4.60 7.20

24.90

Rate $475.00 225.00 200.00 595.00 395.00

Total $332.50 2,587.50 180.00 2,737.00 2,844.00

8,681.50

{894.001 - W0018647.}

EXHIBIT B

{894.001-W0018299.}

Landis Rath & Cobb LLP 919 Market Street, Suite 1800 PO Box 2087 Wilmington, DE 19899 (302) 467-4400 Federal Tax ID 04-3762200

Page: 1 December 22, 2011 Account No: 894-001 Statement No: 14571

Perkins & Marie Callender

Fees through 11/30/2011 Hours

11/21/2011 MMD B122 A100 Attention to pleadings file 11/28/2011 MMD B122 A100 Update/calendar critical dates
B122 - Case Administration

0.10
0.10

22.50 22.50
45.00

0.20

11/17/2011 MDO B124 A100 Conference call with B. Schneider regarding Motion to Approve Settlement with Castle Harlan (.1); Review Motion and related pleadings to approve settlement (.4); Email B. Schneider regarding same (.1) 11/29/2011 MMD B124 A100 Review email message from M. Olivere regarding Omega Claim Objection WEC B124 A100 Email correspondence with co-counsel regarding Omega Trust Objection and Seal issues MDO B124 A100 Review draft Objection to Omega Trust claim (.4); Confer with A. Devore regarding Objection and Motion to Seal (.2); Confer with W. Chipman regarding same (.1); Draft Motion to Seal for Omega Trust Claim Objection (2.3); Confer with M. Dero regarding Objection and filing issues (.2) 11/30/2011 MMD B124 A100 Discussion with M. Olivere regarding status of objection to Omega.claim and motion to seal/redact WEC B124 A100 Review draft Motion to File Omega Objection Under Seal MMD B124 A100 Review email message from A. Devore attaching revised Motion to Seal/Redact Objection to Omega Proof of Claim; Save/update same (.1); Prepare Notice of Motion MMD B124 A100 Prepare Notice regarding Objection to Omega Proof of Claim (.1); Prepare seal pages regarding same (.1) MMD B124 A100 Review email message from A. Devore regarding
{894.001 W0018647.}
-

0.60

237.00

0.10 0.30

22.50 178.50

3.20 1,264.00

0.10 0.20

22.50 119.00

0.30

67.50

0.20

45.00

Page: 2 December 22, 2011 894-001 Account No: Statement No: 14571

Hours

MMD MMD WEC MDO

B124 B124 B124 B124

A100 A100 A100 A100

Objection to Omega Proof of Claim; Prepare Objection (redacted and unredacted) for review Finalize for filing and coordinate service of Objection to Omega Claim Finalize for filing and coordinate service of Motion to Seal/Redact Objection to Omega Claim Final review and coordinate filing and service Objection and related Seal Motion Revisions to Motion to Seal per comments from Ropes (.2); Final review and preparation of Motion to Seal (.3) and Objection to Omega Trust Claim (.8) in preparation of filing; Confer with M. Dero regarding filing and service issues (.2)
B124 - Claims Adm. & Objection

0.40 0.30 0.30 0.40

90.00 67.50 67.50 238.00

1.50
7.90

592.50
3,011.50

11/18/2011 MMD B134 A100 Retrieve/review November 22 Agenda Notice and to LRC and Ropes groups MMD B134 A100 Prepare documents needed for November 22 Hearing and prepare attorney binder for same 11/22/2011 WEC B134 A100 Prepare for (.4); and attend omnibus and Interim fee hearing (.8)
B134 - Hearings

0.10 0.50

22.50 112.50

1.20
1.80

714.00
849.00

11/22/2011 WEC B135

RLB B135

A100 Review Omega discovery (.2); Confer with R. Butcher regarding same (.2); Forward revisions to co-counsel (.2) A100 Review (.5) and revise (.2) discovery requests to third parties
B135 - Litigation

0.60 0.70
1.30

357.00 332.50
689.50

11/10/2011 MMD B136 A100 Review email message from W. Chipman attaching chart summarizing fees and expenses; Reply to same regarding estimated November fees MMD B136 A100 Update professionals fee/expense chart and email same to B. Goodman and M. Labor 11/11/2011 MMD B136 A100 Prepare Certificate of No Objection to LRC Third Monthly Application MMD B136 A100 Finalize for filing and coordinate service of No Objection to LRC Third Monthly Application MDO B136 A100 Review docket and prepare Certificate of No Objection for LRC third monthly fee application 11/15/2011 MMD B136 A100 Begin preparation of LRC Fourth Monthly Application 11/23/2011 CAA B136 A100 Draft Notice (.1) and Affidavit of Service (.1) regarding LRC Fourth Monthly Application; Finalize for filing and coordinate service of same (.7) MMD B136 A100 Review email message from W. Chipman regarding
{894.001 W0018647.}
-

0.10 0.10

22.50 22.50

0.20 0.20 0.10

45.00 45.00 39.50

1.40

315.00

0.90

180.00

Page: 3 December 22, 2011 Account No: 894-001 Statement No: 14571

Hours

WEC MDO

B136 B136

next quarterly fee hearing, filing second interim application and reply to same regarding status of Fourth Monthly Application (.1); Email message to M. Olivere regarding status (.1) A100 Review/coordinate filing and service of LRC Fourth Monthly Application A100 Review/revise draft LRC Fourth Monthly Application in preparation of filing A100 Prepare LRC Second Interim Application and Notice A100 Finalize for filing and coordinate service of LRC Second Interim Application
B136 - LRC Ret. & Fee Matters

0.20 0.40 1.50

45.00 238.00 592.50

11/28/2011 MMD

B136 B136

0.50 0.30

112.50 67.50

MMD

5.90 1,725.00

11/10/2011 MMD

B144

A100 Retrieve/review Application to Employ/Retain Deloitte & Touche as Audit Services and email same to LRC and Ropes groups; Calendar deadlines A100 Prepare Certificate of No Objection to Ropes Third Monthly Application A100 Prepare Affidavit of Service regarding Prepare Certificate of No Objection to LRC and Ropes Third Monthly Applications A100 Email messages to/from D. Azman regarding Informal objections to Ropes Third Monthly Application A100 Finalize for filing and coordinate service of No Objection to Ropes Third Monthly Application A100 Finalize for filing and coordinate service of Affidavit of Service regarding Certificates of No Objection to LRC and Ropes Third Monthly Applications A100 Review docket and prepare Certificate of No Objection for Ropes Third Monthly Application A100 Prepare Certificate of No Objection to FTI Third Application (.2); Prepare Affidavit of Service regarding same (.1) A100 Finalize for filing and coordinate service of Certificate of No Objection to FTI Third Monthly Application A100 Attention to filing and service of Ropes Fourth Monthly Fee Application A100 Review email message from W. Chipman attaching proposed Order Approving Professionals First Interim Fees (.1); Review and update same for LRC, Ropes and FTI (.3) A100 Email message to D. Azman regarding Ropes Fourth Monthly Application

.10

22.50

11/11/2011 MMD

B144 B144

0.20

45.00

MMD

0.20

45.00

MMD

B144

0.10

22.50

MMD

B144

0.20

45.00

MMD

B144

0.20 0.10

45.00 39.50

MDO

B144

11/17/2011 MMD

B144

0.30

67.50

MMD

B144

0.20 0.20

45.00 119.00

WEC

B144

11/18/2011 MMD

B144

0.40 0.10

90.00 22.50

MMD
{894.001 W0018647.}
-

B144

Page: 4 December 22, 2011 Account No: 894-001 14571 Statement No:

Hours

MMD

B144

MMD WEC

B144 B144

A100 Organize and revise Ropes Fourth Monthly Application (.1); Prepare Notice of Application (.1) A100 Finalize for filing and coordinate service of Ropes Fourth Monthly Application A100 Attention to proposed interim fee order for all Committee professionals A100 Email messages from/to W. Chipman regarding status of Ropes Fourth Monthly Application A100 Discussion with D. Azman regarding proposed Omnibus Fee Order (.1); Email proposed order to same (.1) A100 Review email message from D. Azman regarding Ropes First Interim numbers (.1); Email messages to W. Chipman and R. Poppiti regarding First Interim Fee Order (.1) A100 Review email message from R. Poppiti attaching revised proposed Interim Fee Order A100 Retrieve Omnibus Order Approving First Interim Fee Applications and email same to LRC and Ropes groups A100 Discussion with and email message to D. Azman regarding second interim application A100 Review email message from D. Azman attaching FTI Fourth Monthly Application (.1); Save/revise same (.1); Prepare Notice (.1) A100 Review and coordinate filing and service of Ropes Second Interim Application A100 Review/coordinate filing and service of Ropes Second Interim Application A100 Finalize for filing and coordinate service of FTI Fourth Monthly Application A100 Review email message from D. Azman attaching Ropes Second Interim Application (.1); Revise and Prepare Notice (.1) A100 Finalize for filing and coordinate service of Ropes Second Interim Application A100 Prepare Affidavit of Service regarding Ropes Second Application and FTI Fourth Monthly Application (.1); Finalize for filing and coordinate service of same (.2) A100 Review email message from D. Azman attaching FTI Second Interim Application; Save/update same (.1); Prepare Notice of Application (.1) A100 Finalize for filing and coordinate service of FTI Second Interim Application A100 Review and coordinate filing and service of FTI's Second Interim Fee Application
B144 - Non-LRC Ret. & Fee Matters

0.20 0.30 0.20

45.00 67.50 119.00

11/21/2011 MMD

B144 B144

0.10

22.50

MMD

0.20

45.00

MMD

B144

0.20
0.10

45.00 22.50

MMD

B144

11/28/2011 MMD

B144

0.10 0.10

22.50 22.50

MMD MMD

B144 B144

0.30 0.40 0.40 0.30

67.50 238.00 238.00 67.50

WEC WEC MMD MMD

B144 B144 B144 B144

0.20 0.30

45.00 67.50

MMD

B144

11/30/2011 MMD

B144

0.30

67.50

MMD

B144

0.20 0.40 0.30

45.00 90.00 178.50

MMD WEC

B144 B144

6.90 2,124.50

11/02/2011 MMD
{894.001 - W0018647.}

B146

A100 Retrieve Confirmation Order and email same to

Page: 5 December 22, 2011 Account No: 894-001 Statement No: 14571

Hours

LRC and Ropes groups 11/18/2011 MMD B146 A100 Retrieve/review Joint Motion to Approve Compromise Settlement Agreement/Release Between Debtors, Castle Harlan, P&MC's Holding and the Committee and email same to LRC and Ropes groups MMD B146 A100 Retrieve/review Order Shortening Notice regarding Joint Motion to Approve Compromise Settlement Agreement/Release Between Debtors, Castle Harlan, P&MC's Holding and the Committee and email same to LRC and Ropes groups 11/21/2011 MMD B146 A100 Retrieve Notice of Filing Executed Settlement Agreement/Release between Debtors, Castle Harlan, P&MC Holding and Committee and email same to LRC And Ropes groups 22.50 11/28/2011 MMD B146 A100 Retrieve Order Approving Settlement Agreement/ Release Between Debtors, Castle Harlan, P&MC Holding and the Committee and the Reorganized Debtors' Purchase of the Equity Interests of P&MC Real Estate Holding and email same to LRC and Ropes Groups 11/30/2011 MMD B146 A100 Retrieve/review Notice of Effective Date and email same to LRC group; Calendar deadlines MMD B146 A100 Review email message from B. Schneider regarding effective date MDO B146 A100 Review Notice of Effective Date (.1); Review Committee Report regarding same (.1)
B146 - Plan & Disclos. Stmt.

0.10

22.50

0.10

22.50

0.10

22.50

0.10

0.10

22.50

0.10 0.10 0.20

0.90

22.50 22.50 79.00

236.50

For Current Services Rendered

24.90 8,681.00

{894.001 W0018647.}
-

December 22, 2011 Account No: 894-001 Statement No: 14571 Perkins & Marie Callender

Task Code Recapitulation

B122 B124 B134 B135 B136 B144 B146

B100

Case Administration Claims Administration & Objections Hearings Litigation LRC Retention & Fee Matters Non-LRC Retention & Fee Matters Plan and Disclosure Statement (including Business Plan)
Bankruptcy Task Codes

Fees 45.00 3011.50 849.00 689.50 1725.00 2124.50 236.50

8,681.00

Hours 0.2 7.9 1.8 1.3 5.9 6.9 0.9

24.9

{894.001 - W0018647.}

EXHIBIT C

{894.001-W0018299.)

Date: 12/22/2011 Trans Date 11/11/2011

Detail Cost Transaction File List

Landis Rath & Cobb LLP Rate
H Tcode/ Tmkr P Task Code

Page: 1

Client 894.001

Amount 32.94 Outside printing Digital Legal, LLC - Invoice 61759

Ref # 90

Client ID 894.001 Official Committee of Unsecured Creditors

WEC U 8100

E102 Billable

Subtotal for Transaction Date 11:11/2011 894.001 11/17/2011

32.94 183.92 Outside printing Digital Legal, LLC - Invoice 61890 96

U B100

E102 Billable E101 E102 0.100

Subtotal for Transaction Date 11117/2011 894.001 894.001 11/18/2011 11/18/2011 WEC U B100 WEC U 8100

183.92 17.20 Copying 220.72 Outside printing Digital Legal, LLC - Invoice 61968 237.92 5.90 Copying 100.64 Outside printing Digital Legal, LLC - Invoice 62013 106.54 0.70 Copying 759.23 Outside printing Digital Legal, LLC - Invoice 62067 759.93 5.70 Copying 5.70 1.00 Copying 1,091.45 Outside printing Digital Legal, LLC - Invoice 62152 124.34 Outside printing Digital Legal, LLC - Invoice 62153 1,216.79
2,543.74 Official Committee of Unsecured Creditors Perkins & Marie Callenders Inc.

88 95

Subtotal for Transaction Date 11(18/2011 894.001 894.001 11/23/2011 11/23/2011 WEC U B100 WEC U B100 E101 E102

Billable 0.100

89 97

Subtotal for Transaction Date 11/23/2011 894.001 894.001 11/28/2011 11/28/2011 WEC U B100 WEC U 8100 E101 E102

Billable 0.100

91 94

Subtotal for Transaction Date 11/28/2011

Billable E101 0.100 Billable E101 E102 E102 0.100

894.001

11/29/2011

WEC U 8100

92

Subtotal for Transaction Date 11/29/2011 894.001 894.001 894.001 11/30/2011 11/30/2011 11/30/2011 WEC U B100 WEC U 8100 WEC U 8100

93 98 99

Subtotal for Transaction Date 11/30/2011 Total for Client ID 894.001

Billable
Billable

GRAND TOTALS Billable 2,543.74

MD

Thursday 12/22/2011 5:51 pm

December 22, 2011 Account No: 894-001 Statement No: 14571 Perkins & Marie Callender

Expenses

Copying Outside Duplication Services

Total Expenses Thru 11/3

30.50 2,513.24
2,543.74

{894.001 - W0018647.}

THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER'S INC.,
et aL, 1

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

Debtors.

CERTIFICATION OF WILLIAM E. CHIPMAN, JR. William E. Chipman, Jr., an attorney-at-law, duly admitted in good standing to practice in the State of Delaware hereby certifies that: 1. I am a partner in the firm of Landis Rath & Cobb LLP ("LRC") and I am duly

authorized to make this Certification on behalf of LRC. LRC was retained by the Official Committee of Unsecured Creditors as Delaware counsel pursuant to an order of this Court. This certification is made in support of the Fifth Monthly and Final Application of Landis Rath & Cobb LLP, Delaware Counsel to the Official Committee of Unsecured Creditors, for Compensation and Reimbursement of Expenses Pursuant to 11 U.S.C. 330 and 331 (the
"Application") and in compliance with Local Rule 2016-2 (the "Rule") of this Court, and with

the United States Trustee's Guidelines for Review of Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 (the "Guidelines").

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-W0018299 }

2.

I have read the Application and I certify that the Application substantially

complies with the Rule and the Guidelines. Dated: December 22, 2011 Wilmington, Delaware LANDIS RATH & COBB LLP

m E. ipman, Jr. (No. 3818) arket Street, Suite 1800 Wilmington, Delaware 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450
Counsel for the Official Committee of Unsecured Creditors

{894.001-W0018299.}