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

, Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.
Objection Deadline: December 16, 2011 at 4:00 p.m. (ET) Hearing Date: December 28, 2011 at 4:00 p.m. (ET)

NOTICE OF SECOND INTERIM FEE APPLICATION OF CERTAIN OF THE DEBTORS’ PROFESSIONALS FOR THE PERIOD FROM JUNE 13, 2011 THROUGH AND INCLUDING OCTOBER 31, 2011 TO: (I) THE U.S. TRUSTEE; (II) COUNSEL TO THE COMMITTEE; (III) COUNSEL TO THE AGENT FOR THE DEBTORS’ PRE-PETITION CREDIT FACILITY AND POST-PETITION DEBTOR-IN-POSSESSION FINANCING FACILITY; (IV) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR SECURED NOTES; (V) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR NOTES; (VI) COUNSEL TO THE RESTRUCTURING SUPPORT PARTIES; AND (VII) ALL PARTIES THAT, AS OF THE FILING OF THE INTERIM FEE APPLICATION, HAVE REQUESTED NOTICE IN THESE CHAPTER 11 CASES PURSUANT TO BANKRUPTCY RULE 2002.

PLEASE TAKE NOTICE that pursuant to that certain Order Pursuant to 11 U.S.C. §§ 105 (a) and 331, Bankruptcy Rule 2016 and Local Rule 2016-1 Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 169] (the “Interim Compensation Order”), certain professionals retained by the abovecaptioned debtors and debtors-in-possession (collectively, the “Debtors”) hereby apply for interim quarterly allowance of compensation and reimbursement of expenses (each, a “Fee Request,” and together, the “Fee Requests”) for certain interim monthly applications filed during the period from June 13, 2011 through and including October 31, 2011. Summaries of the fees and expenses subject to these Fee Requests are provided in the attachments hereto. PLEASE TAKE FURTHER NOTICE that pursuant to the Interim Compensation Order, the Debtors were authorized to pay on an interim basis eighty (80%) percent of the amount of compensation requested and one hundred (100%) percent of the amount requested for reimbursement for expenses without further order from the Court upon the expiration of a 15-day objection period.

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.
01: 11628102.1 070242.1001

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PLEASE TAKE FURTHER NOTICE THAT OBJECTIONS, IF ANY, TO A FEE REQUEST ARE REQUIRED TO BE FILED AND SERVED ON THE AFFECTED PROFESSIONAL AND THE PARTIES SET FORTH IN THE INTERIM COMPENSATION ORDER ON OR BEFORE DECEMBER 16, 2011 AT 4:00 P.M. (ET). PLEASE TAKE FURTHER NOTICE that a hearing to consider approval of the Fee Requests will be held before the Honorable Kevin Gross, United States Bankruptcy Court for the District of Delaware, 824 Market Street, 6th Floor, Courtroom No. 3, Wilmington, Delaware 19801, on December 28, 2011 at 4:00 p.m. (ET). Dated: December 1, 2011 Wilmington, Delaware YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) The Brandywine Building 1000 West Street, 17th Floor Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 - AND TROUTMAN SANDERS LLP Mitchel H. Perkiel Hollace T. Cohen Brett D. Goodman The Chrysler Building 405 Lexington Avenue New York, NY 10174 Telephone: (212) 704-6000 Facsimile: (212) 704-6288 COUNSEL FOR PERKINS & MARIE CALLENDER’S INC., ET AL., Debtors and Debtors-in-Possession

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01: 11628102.1 070242.1001

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER’S INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.
Objection Deadline: December 16, 2011 at 4:00 p.m. (ET) Hearing Date: December 28, 2011 at 4:00 p.m. (ET)

INTERIM FEE APPLICATION OF YOUNG CONAWAY STARGATT & TAYLOR, LLP

Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which compensation and reimbursement is sought:
Monthly Fee Period, Date Filed & Docket No. Total Fees Requested Total Expenses Requested

Young Conaway Stargatt & Taylor, LLP Debtors and Debtors- in-Possession

June 13, 2011 (order entered July 9, 2011) September 1, 2011 through October 31, 2011
Cert. Of No Objection Filing Date, Docket No. Amount of Fees Paid or to be Paid (80%) Amount of Expenses Paid or to be Paid (100%) Amount of Holdback Fees Sought (20%)

9/1/11-9/30/11 10/26/11 #1227 10/1/11-10/31/11 11/15/11 #1324 Totals

$78,069.50

$2,941.86

11/15/11 #1322 Pending

$62,455.60

$2,941.86

$15,613.90

$88,761.50 $166,831.00

$4,132.95 $7,074.81

$71,009.20 $133,464.80

$4,132.95 $7,074.81

$17,752.30 $33,366.20

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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01: 11628102.1

070242.1001

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER’S INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.
Objection Deadline: December 16, 2011 at 4:00 p.m. (ET) Hearing Date: December 28, 2011 at 4:00 p.m. (ET)

INTERIM FEE APPLICATION OF TROUTMAN SANDERS LLP

Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which compensation and reimbursement is sought:
Monthly Fee Period, Date Filed & Docket No. Total Fees Requested Total Expenses Requested

Troutman Sanders LLP Debtors and Debtors-in-Possession

June 13, 2011 (order entered July 9, 2011)

September 1, 2011 through October 31, 2011
Cert. Of No Objection Filing Date, Docket No. Amount of Fees Paid or to be Paid (80%) Amount of Expenses Paid or to be Paid (100%) Amount of Holdback Fees Sought (20%)

9/1/11-9/30/11 10/26/11 #1226 10/1/11-10/31/11 11/15/11 #1323 Totals

$328,759.50

$5,643.19

11/15/11 #1321 Pending

$263,007.60

$5,643.19

$65,751.90

$514,708.50 $843,468.00

$4,693.53 $10,336.72

$411,766.80 $674,774.40

$4,693.53 $10,336.72

$102,941.70 $163,122.60
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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. As detailed and set forth in the “Certification of Mitchel H. Perkiel Pursuant to Local Bankruptcy Rule 20162(d)(viii) in Connection with that Certain (I) Order Approving First Interim Fee Applications of Professionals Retained and Employed by the Debtors and the Official Committee of Unsecured Creditors and (II) Notice of Second Interim Fee Application of Certain of the Debtors’ Professionals for the Period from June 13, 2011 Through and Including October 31, 2011” filed contemporaneously herewith, Troutman Sanders LLP (“Troutman”) will apply a credit of $5,571.00 to the total amount of holdback fees that would have been sought in this Second Interim Fee Application ($168,693.60) absent such credit, thus reducing the total amount of holdback fees sought in this Second Interim Fee Application by Troutman to $163,122.60.
01: 11628102.1 070242.1001
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER’S INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.
Objection Deadline: December 16, 2011 at 4:00 p.m. (ET) Hearing Date: December 28, 2011 at 4:00 p.m. (ET)

INTERIM FEE APPLICATION OF WHITBY, SANTARLASCI & COMPANY

Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which compensation and reimbursement is sought:
Monthly Fee Period, Date Filed & Docket No. Total Fees Requested Total Expenses Requested

Whitby, Santarlasci & Company Debtors and Debtors-in-Possession

June 13, 2011 (Order entered July 9, 2011)

June 13, 2011 through October 31, 2011
Cert. Of No Objection Filing Date, Docket No. Amount of Fees Paid or to be Paid (80%) Amount of Expenses Paid or to be Paid (100%) Amount of Holdback Fees Sought (20%)

6/13/11-10/31/11 11/14/11 #1314 Totals

$299,000.00

$12,713.19

12/1/11 #1374

$239,200.00

$12,713.19

$59,800.00

$299,000.00 $12,713.19

$239,200.00

$12,713.19

$59,800.00

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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01: 11628102.1

070242.1001

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER’S INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.
Objection Deadline: December 16, 2011 at 4:00 p.m. (ET) Hearing Date: December 28, 2011 at 4:00 p.m. (ET)

INTERIM FEE APPLICATION OF DELOITTE TAX LLP

Name of Applicant: Authorized to Provide Professional Services to: Date of Retention:

Deloitte Tax LLP Debtors and Debtors-in-Possession

June 15, 2011 (Order entered July 29, 2011) and July 18, 2011 (Order entered September 14, 2011) June 15, 2011 through October 31, 2011
Cert. Of No Objection Filing Date, Docket No. Amount of Fees Paid or to be Paid (80%) Amount of Expenses Paid or to be Paid (100%) Amount of Holdback Fees Sought (20%)

Period for which compensation and reimbursement is sought:
Monthly Fee Period, Date Filed & Docket No. Total Fees Requested Total Expenses Requested

6/15/11-7/31/11 11/8/11 #1299 8/1/11-8/31/11 11/9/11 #1305 9/1/11-9/30/11 11/14/11 #1317 10/1/11-10/31/11 11/30/11 #1372 Totals

$86,713.00

$160.18

11/29/11 #1358 11/29/11 #1359 12/1/11 #1375 Pending

$69,370.40

$160.18

$17,342.60

$128,571.50

$2,323.37

$102,857.20

$2,323.37

$25,714.30

$78,208.50

$90.84

$62,566.80

$90.84

$15,641.70

$56,361.00 $349,854.00

0.00 $2,574.39

$45,088.80 $279,883.20

0.00 $2,574.39

$11,272.20 $69,970.80

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.
01: 11628102.1 070242.1001

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