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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: PERKINS & MARIE CALLENDER'S INC., et al., 1 Debtors.
Hearing Date: Only in the Event of Objection Objection Deadline: October 14, 2011 at 4:00 p.m. (ET)

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

NOTICE OF SECOND 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

August 1, 2011 through August 31, 2011

$122,500.002

$1,104.01 final application.

X monthly

interim

Prior fee and expense applications filed: Period Covered 06/28/11-07/31/11 Requested Fees $137,500.00 Requested Expenses $4,244.49 Approved Fees $137,500.00 Approved Expenses $4,244.49

Date Filed 08/25/11

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 Includes pro-ration of monthly fee (3 days at $100,000 and 27 days at $125,000).

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

SECOND 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 AUGUST 1, 2011 THROUGH AUGUST 31, 2011
This second 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 August 1, 2011 through August 31, 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 Committee consists of the following six members: 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

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rendered in the amount of $122,500.00 for the Application Period, and seeks payment of 80% of this amount (or $98,000.00), and seeks the allowance and payment of 100% of its actual and necessary expenses in the amount of $1,104.01 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 261.8 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 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 7)

Analysis of Business Plan
Total Hours: 122.2

FTI professionals reviewed and analyzed the Debtors' 5-year business plan. Analysis included comparison to historical performance trends and breakdown of business

2

On September 16, 2011, Standard General Master Fund LP resigned from the Committee by tendering its

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drivers by business segment. FTI had several discussions with the Debtors regarding the key business plan assumptions. Based on this work, FTI prepared sensitivity analyses highlighting the risks and opportunities within the Debtors' business plan. The results of our analyses were summarized and presented to the Committee. (Code 8) Valuation and Related Matters Total Hours: 29.0 FTI performed an illustrative valuation analysis of the Company based on FTI's review of the company's business plan. Such analysis was presented to the Committee in connection with the business plan review and settlement discussions. (Code 14) Analysis of Claims and Liabilities Subject to Compromise Total Hours: 13.1 FTI reviewed and analyzed the claims scheduled and filed in theses case. FTI also prepared various analyses quantifying potential claims resulting from certain actions the Debtors may take in the chapter 11 proceedings. The results of such work were summarized and communicated to the Committee. (Code 16) POR & DS Analysis, Negotiation, and Formulation Total Hours: 27.4 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. Time in this code includes preparation of any materials for such calls.

resignation to the Office of the United States Trustee.

280814963

(Code 21)

General Meetings with Committee & Committee Counsel
Total Hours: 15.7

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. Time in this code includes the finalization of certain deliverables distributed to the Committee in connection with these meetings/conference calls. Actual and Necessary Costs and Expenses Incurred 8. Reimbursement of expenses in the amount of $1,104.01 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.

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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' 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 $98,000.00 (80% of $122,500.00) plus the reimbursement of expenses in the amount of $1,104.01 pursuant to the Administrative Order; and such other and further relief that the Court deems just and proper.

Dated: SeptemberI) , 2011

FTI CONSUL By:

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VERIFICATION PURSUANT TO DEL. BANKR.LR. 2016-2(f) AND 28 U.S.C. 1746(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: September 9.0 , 2011 FTI COI ULT G, INC. By: Steven imms Senior Managing Director Three Times Square New York, NY 10036 Telephone: 212.841.9368 E-mail: steven.simms@fticonsulting.com Financial Advisors to the Official Committee of Unsecured Creditors of Perkins & Marie Callender's, et al.

27810753_1

EXHIBIT A PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. SUMMARY OF HOURS BY PROFESSIONAL FOR THE PERIOD AUGUST 1, 2011 THROUGH AUGUST 31, 2011

Professional

Position

Hours
41.0 94.2 36.2 63.4 22.1 4.8 0.1

Simms, Steven Laber, Mark Ghi, Katherine Hamilton, Christopher Goad, David Hellmund-Mora, Marili Pearson, Linda
Total

Senior Managing Director Managing Director Senior Consultant Senior Consultant Consultant Associate Administrative

261.8

EXHIBIT B PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. SUMMARY OF HOURS BY PROJECT CODE FOR THE PERIOD AUGUST 1, 2011 THROUGH AUGUST 31, 2011 TASK CODE 1 2 3 5 7 8 13 14 16 19 20 21 22 23 24 30

DESCRIPTION Current Operating Results & Events Cash & Liquidity Analysis Financing Matters (DIP, Exit, Other) Real Estate Issues Analysis of Business Plan Valuation and Related Matters Analysis of Other Miscellaneous Motions Analysis of Claims/Liabilities Subject to Compromise POR & DS - Analysis, Negotiation and Formulation Case Management General Meeting with Debtor & Debtors' Professionals General Meetings with Committee & Committee Counsel Meetings with Other Parties Firm Retention Preparation of Fee Application Review Store Portfolio Total

HOURS 3.9 8.7 0.6 5.1 122.2 29.0 1.6 13.1 27.4 7.9 5.2 15.7 5.4 0.1 6.5 9.4 261.8

EXHIBIT C PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. DESCRIPTION OF HOURS BY CODE FOR THE PERIOD AUGUST 1, 2011 THROUGH AUGUST 31, 2011 CODE 1 1 1 1 1 1 1 1 Total 2 2 2 2 2 8/4/2011 Simms, Steven 8/8/2011 Laber, Mark 8/9/2011 Hamilton, Christopher 8/9/2011 Hamilton, Christopher 8/9/2011 Laber, Mark DATE PROFESSIONAL HOURS DESCRIPTION OF HOURS 8/1/2011 Laber, Mark 8/2/2011 Laber, Mark 8/8/2011 Laber, Mark 8/10/2011 Laber, Mark 0.3 Review Monthly Operating Report (MOR). 0.6 Prepare requests for financial information and analyze flash results. 0.3 Review case communications re: updates. 0.5 Review partnership information and discuss accounting related treatment.

8/11/2011 Simms, Steven 8/15/2011 Goad, David 8/22/2011 Laber, Mark

0.8 Review financial information. 1.2 Review historical financial model prepared by the Debtors. 0.2 Review case communications re: updates.

3.9 0.8 Review projections update. 0.5 Review flash results and other operating performance. 1.8 Update budget to actual results through 8/8. 1.6 Continue to update budget to actual results. 0.6 Analyze and review flash results. 2.3 Prepare flash report on Company performance and liquidity. 0.4 Update flash report on Company. 0.7 Review and revise flash report.

2 2 2 2 Total 3

8/10/2011 Hamilton, Christopher 8/10/2011 Hamilton, Christopher 8/10/2011 Laber, Mark

8.7 0.6 Review and discuss terms of proposed financing.

8/29/2011 Laber, Mark

3 Total

0.6

EXHIBIT C PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. DESCRIPTION OF HOURS BY CODE FOR THE PERIOD AUGUST 1, 2011 THROUGH AUGUST 31, 2011 DATE PROFESSIONAL HOURS DESCRIPTION OF HOURS 8/1/2011 Simms, Steven 8/3/2011 Simms, Steven 8/3/2011 Laber, Mark 8/3/2011 Simms, Steven 8/9/2011 Simms, Steven 8/9/2011 Laber, Mark 8/9/2011 Simms, Steven 0.6 Correspond on lease issues. 0.7 Review real estate information. 1.0 Prepare for and participate in call with Company re: real estate issues.

CODE 5 5 5 5 5 5 5

0.4 Participate in call with Debtor re: real estate. 0.6 Participate in call with Debtor related to lease issues. 0.5 Participate in call with Debtor covering real estate issues.

0.4 Review lease issues. 0.2 Review real estate updates. 0.4 Review lease issues and related matters. 0.3 Review and discuss potential real estate savings.

5 5 5

8/12/2011 Laber, Mark 8/12/2011 Simms, Steven 8/15/2011 Laber, Mark

5 Total 7 7 7 7 7 7 7 7 8/8/2011 Simms, Steven

5.1 1.3 Review projection items. 2.5 Review and discuss business plan projections. 0.8 Review Committee presentation. 1.7 Review business plan and prepare question listing. 4.3 Review and analyze business plan projections and assumptions. 0.6 Analyze and review business plan projections. 0.4 Review business plan requests. 0.5 Participate in call with Debtors re: business plan.

8/10/2011 Laber, Mark 8/10/2011 Simms, Steven 8/11/2011 Laber, Mark 8/11/2011 Laber, Mark 8/12/2011 Laber, Mark 8/12/2011 Laber, Mark 8/12/2011 Laber, Mark

EXHIBIT C PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. DESCRIPTION OF HOURS BY CODE FOR THE PERIOD AUGUST 1, 2011 THROUGH AUGUST 31, 2011 CODE 7 7 7 7 7 7 7 DATE PROFESSIONAL HOURS DESCRIPTION OF HOURS 3.0 Build integrated financial model. 0.7 Review future projections in Debtors' financial model. 2.1 Prepare summary P&L for Perkins and Marie Callender's. Prepare detailed P&Ls for both Perkins Restaurants and Marie Callender's Restaurants. Prepare detailed P&Ls for Perkins Franchise, Marie Callender's Franchise and Foxtail.

8/13/2011 Hamilton, Christopher 8/15/2011 Goad, David

8/15/2011 Goad, David 8/15/2011 Goad, David 8/15/2011 Goad, David 8/15/2011 Goad, David 8/15/2011 Hamilton, Christopher 8/15/2011 Goad, David 8/15/2011 Laber, Mark 8/15/2011 Laber, Mark 8/15/2011 Hamilton, Christopher 8/15/2011 Hamilton, Christopher 8/15/2011 Hamilton, Christopher 8/15/2011 Hamilton, Christopher 8/15/2011 Hamilton, Christopher 8/15/2011 Hamilton, Christopher 8/15/2011 Hamilton, Christopher

3.2 1.7

2.0 Review and revise summary P&Ls for Committee presentation. 1.0 Participate in call with Debtors re: business plan projections. 1.5 Prepare outline of tables for Committee business plan presentation. 3.0 Review analyze business plan projections and underlying assumptions. 3.2 Participate in conference call with Debtor covering business plan projections.

7 7 7

7 7 7 7 7 7 7 7 7

1.8 Develop questions on business plan model. 1.0 Adjust model for capital leases and rent adjustments. 1.8 Analyze EBITDA calculation. 3.4 Build sensitivity tables for model scenarios. 1.2 Adjust certain key assumptions.

2.2 Review model. 2.6 Update model. 1.7 Review and revise UCC presentation. 1.5 Revise summary P&L tables for Committee presentation.

8/15/2011 Simms, Steven 8/16/2011 Goad, David

EXHIBIT C PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. DESCRIPTION OF HOURS BY CODE FOR THE PERIOD AUGUST 1, 2011 THROUGH AUGUST 31, 2011 DATE PROFESSIONAL HOURS DESCRIPTION OF HOURS 2.3 Prepare presentation on Perkins and Marie Callender's Restaurants. 0.5 Prepare summary exhibit for Committee presentation. 2.9 Prepare exhibits supporting outlining forecasted P&L and other revenue metrics for presentation. 1.0 Revise business plan review section of Committee report. 3.6 Prepare analysis supporting business plan presentation. 3.7 Continue to prepare and review analysis supporting business plan presentation.

CODE 7 7 7 7 7 7 7 7

8/16/2011 Goad, David 8/16/2011 Goad, David 8/16/2011 Ghi, Katherine 8/16/2011 Goad, David 8/16/2011 Laber, Mark 8/16/2011 Laber, Mark 8/16/2011 Hamilton, Christopher 8/16/2011 Hamilton, Christopher 8/16/2011 Hamilton, Christopher 8/16/2011 Hamilton, Christopher 8/16/2011 Hamilton, Christopher 8/16/2011 Ghi, Katherine 8/16/2011 Ghi, Katherine 8/16/2011 Ghi, Katherine 8/16/2011 Ghi, Katherine 8/16/2011 Ghi, Katherine 8/17/2011 Goad, David 8/17/2011 Goad, David 8/17/2011 Ghi, Katherine

0.8 Revise sensitized EBITDA bridge in model. 1.9 Build flexibility in model for claims analysis. 1.7 Build tables for report on business plan. 1.8 Participate in call with Debtors re: business plan assumptions and forecast. 1.3 Update model. 2.8 Prepare EBITDA bridge graphs and supporting EBITDA tables. 2.7 Continue to update EBITDA bridge graphs and supporting EBITDA tables.

7 7 7 7 7 7 7 7 7 7 7

2.3 Update negotiation tables with updated information provided by the Company. 2.5 Prepare supporting graphs and tables re: revenue and EBITDA trends. 2.7 Prepare presentation re: forecasted revenues and EBITDA trends. 0.5 Revise graphs for Committee presentation. 0.4 Prepare Committee presentation. 2.2 Review and update Committee presentation.

EXHIBIT C PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. DESCRIPTION OF HOURS BY CODE FOR THE PERIOD AUGUST 1, 2011 THROUGH AUGUST 31, 2011 CODE 7 7 7 7 7 7 7 DATE PROFESSIONAL HOURS DESCRIPTION OF HOURS 8/17/2011 Simms, Steven 8/17/2011 Goad, David 8/17/2011 Laber, Mark 8/17/2011 Laber, Mark 8/17/2011 Laber, Mark 8/17/2011 Laber, Mark 8/17/2011 Laber, Mark 8/17/2011 Hamilton, Christopher 8/17/2011 Hamilton, Christopher 8/17/2011 Hamilton, Christopher 8/17/2011 Hamilton, Christopher 8/17/2011 Ghi, Katherine 8/17/2011 Ghi, Katherine 8/17/2011 Ghi, Katherine 8/18/2011 Laber, Mark 8/18/2011 Hamilton, Christopher 3.3 Review and revise report Committee report. 3.5 Revise business plan section of Committee presentation. 0.5 Diligence call with Company on business plan. 3.2 Review and update business plan presentation. 2.2 Review and analyze Company business plan. 2.7 Continue to review and update business plan presentation. 2.1 Review and incorporate updates into the business plan presentation for the Committee. 2.9 Prepare exhibits for business plan report. 2.5 Revise exhibits for business plan report. 0.6 Adjust certain assumptions for business plan review. 1.7 Update business plan report for the Committee. 2.8 Revise supporting graphs outlining forecasted P&L and EBITDA bridges. Review supporting detail behind EBITDA bridges and other supporting graphs to ensure functional consistency.

7 7 7 7 7 7 7 7 7 7 Total 8 8

1.7

2.7 Revise supporting detail outlining forecasted P&L and EBITDA bridges. 0.9 Process final edits for Committee presentation on business plan. 0.6 Review final report on Perkins & Marie Callender's business plan.

122.2 8/10/2011 Hamilton, Christopher 8/10/2011 Hamilton, Christopher 1.5 Update illustrative valuation model. 2.3 Build illustrative valuation model.

EXHIBIT C PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. DESCRIPTION OF HOURS BY CODE FOR THE PERIOD AUGUST 1, 2011 THROUGH AUGUST 31, 2011 CODE
8 8 8 8 8 8

DATE PROFESSIONAL HOURS DESCRIPTION OF HOURS
8/11/2011 Hamilton, Christopher 8/11/2011 Hamilton, Christopher 8/11/2011 Hamilton, Christopher 8/11/2011 Hamilton, Christopher 8/14/2011 Hamilton, Christopher 1.8 Build illustrative valuation model. 2.5 Review and edit illustrative valuation model. 3.2 Update illustrative valuation model. 3.3 Review and edit illustrative valuation model. 3.6 Update illustrative valuation model. 2.7 Review and analyze business plan illustrative valuation analysis.

8/15/2011 Laber, Mark 8/16/2011 Hamilton, Christopher 8/16/2011 Hamilton, Christopher 8/16/2011 Laber, Mark 8/17/2011 Hamilton, Christopher

8 8 8 8 8

1.1 Review equity illustrative valuation model. 1.0 Prepare presentation for equity illustrative valuation section of report. 3.4 Analyze business illustrative valuation. 1.3 Prepare list assumptions for equity illustrative valuation.

8/17/2011 Laber, Mark

1.3 Analyze and adjust illustrative valuation items.

8 Total
13 13 13 8/10/2011 Laber, Mark 8/11/2011 Laber, Mark

29.0 1.0 Review miscellaneous motions. 0.2 Review documentation re: proposed motions. 0.4 Review and discuss miscellaneous motions.

8/25/2011 Laber, Mark

13 Total
14 14 14 8/15/2011 Laber, Mark 8/15/2011 Ghi, Katherine 8/15/2011 Ghi, Katherine

1.6
0.5 Review and discuss estimated general unsecured claims. 2.7 Revise claims estimation based on filed claims from claims register.

1.9 Update claims estimation.

EXHIBIT C PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. DESCRIPTION OF HOURS BY CODE FOR THE PERIOD AUGUST 1, 2011 THROUGH AUGUST 31, 2011 CODE 14 14 14 14 14 14 DATE PROFESSIONAL HOURS DESCRIPTION OF HOURS 0.8 Participate on call with Omni Management re: claims register file and followup questions.

8/16/2011 Ghi, Katherine 8/17/2011 Laber, Mark 8/17/2011 Ghi, Katherine 8/17/2011 Ghi, Katherine

1.3 Review and analyze results of estimated general unsecured claim pool. 2.6 Revise tables showing estimated claims classes per updated assumptions. Prepare presentation outlining updated claims estimation amounts and estimated recoveries per revised assumptions.

2.9

8/18/2011 Laber, Mark 8/25/2011 Laber, Mark

0.2 Review various proofs of claims. 0.2 Analyze potential lease rejection claims.

14 Total 16 8/1/2011 Laber, Mark

13.1 0.5 Review corporate governance related documents.

16 16 16 16 16 16 16 16 16 16 16

8/5/2011 Simms, Steven 8/5/2011 Laber, Mark 8/5/2011 Laber, Mark 8/9/2011 Laber, Mark 8/9/2011 Simms, Steven 8/10/2011 Hamilton, Christopher

1.6 Review Plan and Disclosure Agreement. 1.7 Review and provide commentary re: draft DS and POR. 0.2 Finalize comments on POR and DS draft. 0.8 Review and analyze projections. 1.1 Review Plan and related documents. 1.5 Analyze financial projections in Disclosure Statement.

8/10/2011 Simms, Steven 8/17/2011 Laber, Mark 8/19/2011 Laber, Mark 8/19/2011 Laber, Mark 8/19/2011 Laber, Mark

0.6 Discussions regarding Plan issues 2.4 Prepare and analyze various settlement scenarios. 0.6 Prepare for and participate in call with Counsel re: settlement discussions. 0.6 Prepare and review settlement analyses. 0.2 Discuss settlement analysis and proposal.

EXHIBIT C PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. DESCRIPTION OF HOURS BY CODE FOR THE PERIOD AUGUST 1, 2011 THROUGH AUGUST 31, 2011 CODE 16 16 16 16 16 16 16 16 16 16 16 DATE PROFESSIONAL HOURS DESCRIPTION OF HOURS 0.4 Participate in call Counsel re: settlement issues 0.3 Review and discuss terms of potential settlements. 0.4 Participate on settlement discussion pre-call. 0.3 Participate on settlement discussion pre-call. 0.2 Review claims trading activity. 0.3 Review settlement analysis. 2.1 Review and discuss term sheet and potential modifications (settlement discussions).

8/19/2011 Simms, Steven 8/22/2011 Laber, Mark 8/23/2011 Simms, Steven 8/23/2011 Laber, Mark 8/25/2011 Laber, Mark 8/25/2011 Laber, Mark 8/26/2011 Laber, Mark 8/26/2011 Simms, Steven 8/29/2011 Laber, Mark 8/30/2011 Laber, Mark 8/30/2011 Laber, Mark 8/30/2011 Laber, Mark

1.1 Review term sheet and related items. 1.1 Settlement discussions and related analysis. 0.8 Analyze revised term sheet. 2.7 Prepare analysis based on settlement discussions. 1.1 Continue to analyze potential changes to cap structure. 3.7 Prepare presentation for unsecured creditors Committee summarizing revised term sheet. 0.3 Discuss updates to settlement discussions. 0.2 Review and discuss draft Disclosure Statement language. 0.6 Continue to prepare presentation for the Committee.

16

16 16 16 16

8/31/2011 Laber, Mark 8/31/2011 Laber, Mark 8/31/2011 Laber, Mark 8/31/2011 Laber, Mark

16 Total 19 19 8/3/2011 Simms, Steven 8/4/2011 Pearson, Linda

27.4 2.3 Participate in meeting re: case issues and strategy. 0.1 Gather case information.

EXHIBIT C PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. DESCRIPTION OF HOURS BY CODE FOR THE PERIOD AUGUST 1, 2011 THROUGH AUGUST 31, 2011 CODE 19 19 19 DATE PROFESSIONAL HOURS DESCRIPTION OF HOURS 8/5/2011 Simms, Steven 8/9/2011 Laber, Mark 8/9/2011 Laber, Mark 8/10/2011 Simms, Steven 8/11/2011 Simms, Steven 8/12/2011 Simms, Steven 8/24/2011 Laber, Mark 8/25/2011 Laber, Mark 8/26/2011 Simms, Steven 8/26/2011 Simms, Steven 0.7 Correspond re: case issues and update.

0.4 Review work plan. 0.5 Review follow-up request listings. 0.4 Correspond re: case update and workstreams. 0.7 Correspond re: case issues and strategy.

19 19 19 19

0.7 Update data request and related matters.

0.4 Review case next steps. 0.3 Review various case issues. 0.8 Correspond re: case issues. 0.6 Participate in call re: case issues.

19 19 19

19 Total 20 20 20 8/2/2011 Simms, Steven 8/2/2011 Laber, Mark 8/11/2011 Simms, Steven

7.9 1.3 Prepare for and participate in call with Debtor re: case issues and updates 1.5 Prepare for and participate in call with Debtor re: case issues and updates. 0.6 Correspond with Debtor re: case updates.

20 20 20 20 Total 21

8/16/2011 Simms, Steven 8/25/2011 Simms, Steven 8/29/2011 Laber, Mark

0.8 Participate in call with Debtor re: case issues. 0.8 Participate in call with Debtor re: Plan and related issues. 0.2 Participate in discussion with Debtor re: case issues.

5.2 8/1/2011 Laber, Mark 1.5 Prepare summary of case specifics for creditor.

EXHIBIT C PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. DESCRIPTION OF HOURS BY CODE FOR THE PERIOD AUGUST 1, 2011 THROUGH AUGUST 31, 2011 DATE PROFESSIONAL HOURS DESCRIPTION OF HOURS 0.2 Participate in call with Counsel re: case issues. 0.2 Participate in call with Counsel re: case issues. 0.3 Participate in call with Counsel re: creditor on case issues. 0.3 Participate in call with Counsel re: case issues. 1.3 Review and revise Committee report. 0.5 Participate in call with Counsel in preparation for Committee meeting. 1.4 Participate in Committee call re: case issues. 2.9 Prepare for and participate in Committee call. 0.6 Participate in call with Counsel on case items, including process. 1.6 Prepare for and participate on call with secured creditor and Counsel. 1.5 Participate in call with Committee re: proposed settlement. 0.9 Participate in conference call with Counsel re settlement. 2.5 Participate in call with Counsel and secured lender re: settlement issues.

CODE 21 21 21 21

8/2/2011 Simms, Steven 8/9/2011 Simms, Steven 8/11/2011 Simms, Steven 8/16/2011 Simms, Steven 8/16/2011 Simms, Steven 8/18/2011 Simms, Steven 8/18/2011 Simms, Steven 8/18/2011 Laber, Mark

21 21 21 21

21 21 21 21 21

8/22/2011 Simms, Steven 8/23/2011 Simms, Steven 8/29/2011 Simms, Steven 8/30/2011 Laber, Mark 8/31/2011 Simms, Steven

21 Total 22 22 22 22 22 8/8/2011 Simms, Steven 8/9/2011 Simms, Steven 8/9/2011 Laber, Mark 8/23/2011 Laber, Mark 8/30/2011 Simms, Steven

15.7 0.4 Participate in call with creditor on case issues. 0.6 Participate in call with creditor on business plan items. 0.5 Participate on call with creditor re: case issues and update. 1.2 Participate in settlement discussions. 1.3 Participate in call with creditors re: settlement.

EXHIBIT C PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. DESCRIPTION OF HOURS BY CODE FOR THE PERIOD AUGUST 1, 2011 THROUGH AUGUST 31, 2011 DATE PROFESSIONAL HOURS DESCRIPTION OF HOURS 8/31/2011 Laber, Mark 1.4 Participate in settlement discussions.

CODE 22 22 Total 23

5.4 0.1 Review retention hearing.

8/2/2011 Simms, Steven

23 Total 24 24 8/4/2011 Hellmund-Mora, Marili 8/9/2011 Laber, Mark 8/12/2011 Hellmund-Mora, Marili 8/16/2011 Hellmund-Mora, Marili 8/17/2011 Hellmund-Mora, Marili 8/18/2011 Laber, Mark 8/18/2011 Hellmund-Mora, Marili

0.1 0.8 Prepare June-July fee application. 0.2 Review and respond to questions re: billing. 0.9 Prepare June-July fee application.

24 24 24 24 24 24 24 24 24

1.7 Prepare June -July fee application. 0.7 Update June-July fee application. 0.4 Review and make edits to fee application 0.7 Finalize June-July fee application.

8/19/2011 Laber, Mark 8/24/2011 Laber, Mark 8/25/2011 Laber, Mark 8/25/2011 Laber, Mark

0.2 Review of June-July fee application. 0.3 Discuss June-July fee application changes. 0.4 Finalize June-July fee application. 0.2 Revise June-July fee application.

24 Total 30 30 30 8/1/2011 Simms, Steven 8/2/2011 Simms, Steven 8/3/2011 Laber, Mark

6.5 0.8 Review store performance issues. 0.7 Review store performance issues. 1.3 Prepare store financial analysis.

EXHIBIT C PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. DESCRIPTION OF HOURS BY CODE FOR THE PERIOD AUGUST 1, 2011 THROUGH AUGUST 31, 2011 CODE 30 30 30 30 30 30 30 30 30 Total Grand Total DATE PROFESSIONAL HOURS DESCRIPTION OF HOURS 8/3/2011 Laber, Mark 8/3/2011 Laber, Mark 8/5/2011 Laber, Mark 8/5/2011 Laber, Mark 8/8/2011 Hamilton, Christopher 8/8/2011 Laber, Mark 8/9/2011 Laber, Mark 8/9/2011 Laber, Mark 0.3 Update analysis on issued lease stores. 0.1 Review data requests re: stores. 1.5 Update 4 wall analysis for period 7 results. 0.5 Review and analyze store performance of the franchisees. 0.4 Review four-wall analysis. 0.8 Participate in call covering capital lease issues (includes follow-up updating of detailed schedules).

1.3 Revise 4-wall model for capital lease adjustment. 1.7 Continue to analyze specific stores and related trends. 9.4 261.8

EXHIBIT D PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. SUMMARY OF EXPENSES FOR THE PERIOD AUGUST 1, 2011 THROUGH AUGUST 31, 2011 $0.00

Expense Type

Amount

Transportation Working Meal Other

645.87 408.86 49.28
$1,104.01

EXHIBIT E PERKINS & MARIE CALLENDER'S INC. FTI CONSULTING, INC. EXPENSE DETAIL FOR THE PERIOD AUGUST 1, 2011 THROUGH AUGUST 31, 2011 Date

Professional Laber, Mark Simms, Steven Ghi, Katherine Ghi, Katherine Laber, Mark Ghi, Katherine Ghi, Katherine Laber, Mark Simms, Steven Laber, Mark Laber, Mark Goad, David Ghi, Katherine Simms, Steven Laber, Mark Ghi, Katherine Goad, David Laber, Mark

Expense Type Transportation Transportation Transportation Transportation Transportation Transportation Transportation Transportation Transportation Transportation Transportation Transportation Transportation Transportation Transportation Transportation Transportation Transportation Transportation Total

Description of Expenses Taxi from office to home after working late. Taxi from home to LGA airport. Travel to Memphis for meeting with the company. Taxi from office to home after working late. Taxi from office to home after working late. Taxi from office to home after working late. Taxi from office to home after working late. Taxi from office to home after working late. Taxi from office to home after working late. Taxi from office to home after working late. Taxi from office to home after working late. Taxi from office to home after working late. Taxi from office to home after working late. Taxi from office to home after working late. Taxi from client meeting to airport Taxi from office to home after working late. Taxi from office to home after working late. Taxi from office to home after working late. Taxi from office to home after working late.

Amount $15.00 134.21 17.23 17.89 10.00 17.60 18.07 20.70 126.95 21.00 17.30 52.50 18.32 45.00 17.30 17.50 57.00 22.30 645.87 20.00 20.00 10.87 17.72 19.42 20.00 20.00 38.53 20.00 20.00 20.00 40.00

07/08/2011 07/15/2011 07/19/2011 07/21/2011 07/22/2011 07/25/2011 07/26/2011 07/29/2011 08/05/2011 08/08/2011 08/15/2011 08/15/2011 08/16/2011 08/17/2011 08/17/2011 08/17/2011 08/17/2011 08/18/2011

07/06/2011 07/19/2011 07/20/2011 07/21/2011 07/25/2011 07/26/2011 07/26/2011 07/28/2011 08/03/2011 08/09/2011 08/11/2011 08/15/2011

Laber, Mark Ghi, Katherine Laber, Mark Ghi, Katherine Ghi, Katherine Laber, Mark Ghi, Katherine Laber, Mark Laber, Mark

Working Meals Working Meals Working Meals Working Meals Working Meals Working Meals Working Meals Working Meals Working Meals

Dinner at office while working late. Dinner at office while working late. Dinner at office while working late. Dinner at office while working late. Dinner at office while working late. Dinner at office while working late. Dinner at office while working late. Dinner for K. Ghi and self at office while working late. Dinner at office while working late. Dinner at office while working late. Dinner at office while working late. Dinner for M. Laber and self at office while working late.

Hamilton, Christopher Working Meals Hamilton, Christopher Working Meals Hamilton, Christopher Working Meals

08/15/2011 08/16/2011 08/16/2011 08/16/2011 08/17/2011 08/17/2011 08/17/2011 08/17/2011 08/18/2011

Goad, David Laber, Mark Ghi, Katherine Goad, David Laber, Mark Goad, David Ghi, Katherine Simms, Steven Simms, Steven

Working Meals Working Meals Working Meals Working Meals Working Meals Working Meals Working Meals Working Meals Working Meals

Dinner at office while working late. Dinner at office while working late. Dinner at office while working late. Dinner at office while working late. Dinner at office while working late. Dinner at office while working late. Dinner at office while working late. Dinner at office while working late. Dinner at office while working late.

12.19 12.67 20.00

12.05 15.41
20.00 20.00 10.00 20.00

Working Meals Total 07/14/2011 Diaz, Matthew Other Other Total Grand Total Postage Hotel du Pont Steven Simms c/o

408.86
49.28

49.28 $1,104.01

Note: Meals over $20.00 have been reduced to $20.00 to comply with the Amended Guidelines for Fees and Disbursements for Professionals in Delaware Bankruptcy Cases

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Chapter 11 Case No. 11-11795 (KG) (Jointly Administered) Debtors.
Hearing Date: Only in the Event of Objection Objection Deadline: October 14, 2011 at 4:00 p.m. (ET)

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

NOTICE OF APPLICATION FTI Consulting, Inc. ("FTI"), financial advisor to the Official Committee of Unsecured Creditors, has filed its Second 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 June 28, 2011 through July 31, 2011 (the "Application"). The Application seeks fees in the amount of $122,500.00 (80% = $98,000.00) and expenses in the amount of $1,104.01 for the period August 1, 2011 through and including August 31, 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" 1 Floor, Wilmington, Delaware 19801, on or before October 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 October 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 Youn?; Conaway Stargatt & Taylor, LLP, The Brandywine Building, 1000 West Street, l'7 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, 32nd 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-W0016875.)

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: September 29, 2011 Wilmington, Delaware LANDIS RATH & COBB LLP

E. Chip W. Ma D. Olivere (No. 4291) J. Landon Ellis (No. 4852) 919 Market Street, Suite 1800 Wilmington, Delaware 19801 Telephone: (302) 467-4400 Facsimile . (302) 467-4450 and ROPES & GRAY LLP Benjamin L. Schneider Mark R. Somerstein 1211 Avenue of the Americas New York, New York 10036-8704 Telephone: (212) 596-9000 Facsimile: (212) 596-9090 Counsel for the Official Committee of Unsecured Creditors

{894.001-W0016875.}

2