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

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

THIRD MONTHLY FEE APPLICATION FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES OF DELOITTE TAX LLP AS TAX SERVICES PROVIDER TO THE DEBTORS AND DEBTORS-IN-POSSESSION FOR THE PERIOD OF SEPTEMBER 1, 2011 THROUGH SEPTEMBER 30, 2011

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

Deloitte Tax LLP Tax Services Provider Effective Nunc Pro Tunc to June 15, 2011 by Order Entered July 29, 2011

Period for which Compensation and Reimbursement is Sought: September 1, 2011 through September 30, 2011 Amount of Compensation Sought as Actual, Reasonable, and Necessary 80% of Compensation Sought as Actual, Reasonable, and Necessary Amount of Expense Reimbursement Sought: Total Amount of Fees and Expense Reimbursement Sought as Actual, Reasonable and Necessary (100%): $ 78,208.50

$ $

62,566.80 90.84

78,299.34

This is the Applicant's Third Monthly Fee Application.

The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders 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.

Prior Fee Applications Summary:

Date Filed 11/08/11 11/09/11 TOTAL Period Covered 06/15/2011 - 7/31/2011 08/01/2011 - 08/31/2011 Requested Requested Fees Expenses $ 86,713.00 $ 160.18 $ 128,571.50 $ 2,323.37 $ 215,284.50 $ 2,483.55 $ Approved Fees Pending Pending Approved Expenses Pending Pending $ -

CUMULATIVE TIME SUMMARY For the Period of September 1, 2011 through September 30, 2011

Tax Services Provider to Perkins & Marie Callender's Inc. Reflecting Fees for the Period of September 1, 2011 through September 30, 2011

Name Sullivan, Brian Harrison, Steve Rhone, Tiffany Tillinghast, Brian West, John Boyd, Chad Cunningham, Julia Kuhns, Amanda Velarde, Jose Austin, Carisa

Title Bankruptcy Tax Director Bankruptcy Tax Senior Manager Bankruptcy Tax Manager Tax Director Tax Director Tax Senior Manager Bankruptcy Manager Tax Manager Bankruptcy Tax Staff Bankruptcy Paraprofessional

Billable Hours 2.1 12.0 39.1 0.8 1.0 1.6 0.5 0.3 89.5 14.8 161.7

Hourly Rate 900.00 770.00 675.00 650.00 650.00 560.00 490.00 490.00 380.00 285.00 Hours

Total Fees 1,890.00 9,240.00 26,392.50 520.00 650.00 896.00 245.00 147.00 34,010.00 4,218.00 $ 78,208.50 $ 78,208.50
$ 483.66

TOTAL AMOUNT REQUESTED Average Hourly Rate

CUMULATIVE FEES BY CATEGORY SUMMARY For the Period of September 1, 2011 through September 30, 2011
Project Categories Total Hours Total Fees

Tax Advisory Services Preparation of Fee Applications SUBTOTAL TOTALS

145.8 15.9 161.7

$73,283.50 $4,925.00 $78,208.50 $78,208.50

CUMULATIVE EXPENSE SUMMARY For the Period of September 1, 2011 through September 30, 2011

Description
Business Meals Telephone Expense/Conference Calls $ $

Expense
88.13 2.71

TOTAL

90.84

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER'S INC., 1 Debtors, Chapter 11 Case No. 11-11795 (KG) Jointly Administered

THIRD MONTHLY FEE APPLICATION FOR COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES OF DELOITTE TAX AS TAX SERVICES PROVIDER TO THE DEBTORS AND DEBTORS-IN-POSSESSION FOR THE PERIOD OF SEPTEMBER 1, 2011 THROUGH SEPTEMBER 30, 2011
Deloitte Tax LLP (Deloitte Tax), tax services provider to Perkins & Marie Callender's Inc. and its debtor subsidiaries, as debtors and debtors in possession (collectively, the Debtors) in this chapter 11 case, hereby seeks allowance of compensation and reimbursement of expenses pursuant to sections 330 and 331 of title 11 of the United States Code (the Bankruptcy Code), Rules 2013 and 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), and Rule 2016-2 of the Local Bankruptcy Rules of Bankruptcy Court for the District of Delaware (the Local Rules), for the period commencing September 1, 2011 through and including September 30, 2011 (the Application Period). In support of this Application (the Application), Deloitte Tax respectfully represents as follows: JURISDICTION 1. The Court has subject matter jurisdiction to consider and determine this matter pursuant

to 28 U.S.C. 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper pursuant to 28 U.S.C. 1408 and 1409.

The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders 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.

STATUTORY BASIS 2. The statutory predicates for the relief requested herein are: (i) sections 328, 330 and 331

of the Bankruptcy Code; (ii) Rule 2016 of the Bankruptcy Rules; (iii) Rule 2016-2 of the Local Rules; and (iv) the Compensation Order (as defined below).

BACKGROUND 3.
On June 13, 2011 (the Petition Date) each of the Debtors commenced a voluntary case

under chapter 11 of title 11 of the Bankruptcy Code. The Debtors are authorized to operate their business and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Debtors cases are being jointly administered pursuant to Rule 1015(b) of the Bankruptcy Rules.

4.

On July 9, 2011, the Court signed the 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 for Professionals (the Compensation Order) [Docket No. 169].

RETENTION OF DELOITTE TAX 5.

On July 15, 2011, the Debtors filed the Debtors Application Pursuant to 11 U.S.C.

327, 328 and 330, Fed. R. Bankr. P. 2014 and 2016 and Del. Bankr. L.R. 2014-1 and 2016-1 for an Order Authorizing the Retention and Employment of Deloitte Tax LLP as Tax Services Provider, Nunc Pro Tunc to June 15, 2011(Original Application) [Docket No. 226]. On July 29, 2011, this Court entered an order approving the Original Application. [Docket No. 471].

6.

On August 17, 2011, the Debtors filed the Debtors Supplemental Application Pursuant

to Sections 327, 328, and 330 of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules 2014-1 and 2016-1 For An Order Expanding The Scope of the Retention and Employment of Deloitte Tax LLP as the Tax Services Provider to Include Further Tax Services, Nunc Pro Tunc to July 18, 2011 (Supplemental Application) [Docket No. 755]. On September 14, 2011, this Court entered an order approving the Supplemental Application. [Docket No. 961]. The Supplement Application expanded the scope of Deloitte services to include the review and execution of certain 2010 federal income tax returns for the Debtors (the Tax Compliance Services), Deloitte Tax agreed to provide the Tax Compliance

Services for compensation of an amount not to exceed $24,000.00 for fees and expenses in consideration of such services.

RELIEF REQUESTED 7.
By this Application, Deloitte Tax seeks compensation of 80% of its reasonable and

necessary fees incurred, in the amount of $62,566.80, together with reimbursement of its actual and necessary expenses incurred in the amount of $90.84, for the Application Period. Deloitte Tax submits this Application in accordance with the Compensation Order. All services for which Deloitte Tax requests compensation were performed for, or on behalf of, the Debtors.

BASIS FOR RELIEF 8.

This Application is the third monthly fee statement filed by Deloitte Tax in these cases.

In connection with the professional services rendered, by this Application, Deloitte Tax seeks compensation in the amount of $62,566.80 representing 80% of $78,208.50. A detailed statement of hours spent rendering professional services to the Debtors, in support of Deloitte Taxs request for compensation for fees incurred during the Application Period, is attached hereto as Exhibit A. Exhibit A (i) identifies the professionals and paraprofessionals that rendered services in each project category; (ii) describes each service such professional or paraprofessional performed; and (iii) sets forth the number of hours in increments of one-tenth of an hour spent by each individual providing the services.

9.

In accordance with the factors enumerated in section 330 of the Bankruptcy Code, the

amount of fees requested is fair and reasonable given: (i) the complexity of these cases; (ii) the time expended; (iii) the nature and extent of the services rendered; (iv) the value of such services; and (v) the costs of comparable services other than in a case under the Bankruptcy Code.

10.

By this Application, Deloitte Tax also seeks expense reimbursement of $90.84. A

summary of actual and necessary expenses incurred by Deloitte Tax is attached hereto as Exhibit B. Deloitte Tax does not charge for photocopying, out-going facsimile transmissions, or long distance telephone calls on faxes. Deloitte Tax customarily charges for conference call expenses.

DESCRIPTION OF SERVICES RENDERED 11.

Deloitte Tax provides below an overview of the services it rendered as tax services

provider to the Debtors during the Application Period. Detailed descriptions of these services, the amount of fees incurred, and the amount of hours spent providing services throughout the Application Period are also provided in the attached Exhibits. 12. Deloitte Tax served or advised the Debtors in the following areas throughout the

Application Period: Continued review and discussion with Debtors regarding the restructuring and bankruptcy emergence process from a tax perspective, including preparation of a tax work plan. Undertook various meetings and calls with the Debtors regarding plan of reorganization tax costs, modeling of the tax effects of liquidating, disposing of assets, merging or converting entities as part of the restructuring. Modeled tax effects of various actions in bankruptcy. Reviewed case developments and related court filings with tax implications. Continued to prepare the first monthly fee application and initiated preparation of the second monthly fee application. Deloitte Tax filed its First Monthly Fee Application on November 8, 2011 [Docket No. 1299]. ALLOWANCE OF COMPENSATION 13. Compensation Sought. Because of the benefits realized by the Debtors, the nature of

services provided, the amount of work done, the time consumed and the skill required, Deloitte Tax requests that it be allowed, on an interim basis, compensation for the professional services rendered during the Application Period in the sum of $62,566.80. 14. Reimbursement of Expenses. Deloitte Tax has disbursed, and requests reimbursement

for $90.84, which represents actual, necessary expenses incurred in the rendition of professional services in these cases.

15.

No agreement or understanding exists between Deloitte Tax and any other nonaffiliated

person or persons for the sharing of compensation received or to be received for professional services

Perkins & Marie Callender's Inc., et al. Deloitte Financial Advisory Services LLP Fees Sorted by Category for the Fee Period September 01, 2011 - September 30, 2011
Date Description Rate Hours Fees Preparation of Fee Applications
09/04/2011 Harrison, Steve 09/06/2011 Austin, Carisa 09/13/2011 Austin, Carisa 09/16/2011 Austin, Carisa 09/19/2011 Austin, Carisa 09/20/2011 Austin, Carisa 09/21/2011 Austin, Carisa 09/22/2011 Austin, Carisa Cunningham, Julia Begin to prepare August monthly fee application. Review August monthly fee application, identifying suggestions. $285.00 $490.00 4.0 0.5 15.9 $1,140.00 $245.00 $4,925.00 Make additional corrections to first monthly fee application. $285.00 1.2 $342.00 Continue to update first monthly fee application. $285.00 1.6 $456.00 Update fee application to include additional fees. $285.00 2.9 $826.50 Revise first monthly fee application exhibits. $285.00 2.8 $798.00 Update first monthly fee application. $285.00 0.9 $256.50 Make revisions to the first monthly fee application. $285.00 1.4 $399.00 Review and provide comments on draft first monthly fee application. $770.00 0.6 $462.00

Subtotal for Preparation of Fee Applications:

Tax Advisory Services

09/01/2011 Boyd, Chad Call with S. Harrison, M. Goldsmith, P. Schifani, and B. Payne regarding the inclusion of Perkins and Marie Callenders Holding, Inc. in the reorganization and any related tax insolvency impact. Call with M. Goldsmith, B. Payne, P. Schifani, and C. Boyd regarding tax impacts to proposed emergence changes and any related tax insolvency impact. Review proposed regulations related to insolvency calculation for cancellation of indebtedness. $560.00 0.9 $504.00

Harrison, Steve

$770.00

0.9

$693.00

Harrison, Steve 09/02/2011 Harrison, Steve 09/04/2011 Harrison, Steve Harrison, Steve

$770.00

1.3

$1,001.00

Research insolvency calculations and impact to proposed Perkins restructuring.

$770.00

2.1

$1,617.00

Review Perkins comments on draft work plan. Prepare example insolvency calculation to share with Perkins tax department.

$770.00 $770.00

0.8 1.3

$616.00 $1,001.00

Perkins & Marie Callender's Inc., et al. Deloitte Financial Advisory Services LLP Fees Sorted by Category for the Fee Period September 01, 2011 - September 30, 2011
Date Tax Advisory Services
09/06/2011 Harrison, Steve Harrison, Steve Kuhns, Amanda Velarde, Jose Velarde, Jose Prepare for call with P. Schifani and B. Payne regarding insolvency calculation. Call with P. Schifani and B. Payne regarding Perkins insolvency calculation. Review and forward carryback detail to T. Rhone. Update eRoom with new disclosure and reorganization documents from Debtors website. Review new disclosure statement and reorganization material posted on Debtors website and document any changes. $770.00 $770.00 $490.00 $380.00 $380.00 0.4 1.1 0.3 0.5 2.1 $308.00 $847.00 $147.00 $190.00 $798.00

Description

Rate

Hours

Fees

09/07/2011 Boyd, Chad Rhone, Tiffany Rhone, Tiffany Coordinate call with M. Goldsmith to discuss insolvency calculations. Read revised disclosure statement for changes and note updates to the bankruptcy transaction steps. Review tax returns and the 2008 Net Operating Loss carryback claim for tax issues as it relates to the bankruptcy. Review new disclosure and reorganization material submitted to the Debtors website. Begin to apply new material to bankruptcy model. $560.00 $675.00 $675.00 0.2 2.2 2.9 $112.00 $1,485.00 $1,957.50

Velarde, Jose

$380.00

1.2

$456.00

09/08/2011 Boyd, Chad Harrison, Steve 09/12/2011 Sullivan, Brian Velarde, Jose 09/13/2011 Harrison, Steve Harrison, Steve Review of B. Payne e-mail regarding third quarter estimated tax. Review regulations support for updates to Perkins third quarter estimated tax computations related to Marie Callender gain recognition. Review CA and IL estimated tax calculations for ConAgra IP sale and email comments to B. Payne. Update bankruptcy diagram with new updates. Update bankruptcy model with new client information. $770.00 $770.00 0.4 0.6 $308.00 $462.00 Review workplan and client notes. Review new client amendments from Debtors' website and update our files. $900.00 $380.00 0.7 0.7 $630.00 $266.00 Call with M. Goldsmith, S. Harrison, P. Schifani, and B. Payne to discuss insolvency calculations. Call with P. Schifani, M. Goldsmith, and C. Boyd regarding Perkins insolvency calculation. $560.00 $770.00 0.5 0.5 $280.00 $385.00

Sullivan, Brian Velarde, Jose Velarde, Jose 09/14/2011 Velarde, Jose Velarde, Jose 09/15/2011 Harrison, Steve

$900.00 $380.00 $380.00

0.2 3.4 3.4

$180.00 $1,292.00 $1,292.00

Continue to review bankruptcy model and analyze client data. Research sections 108 and 1017 for bankruptcy model updates.

$380.00 $380.00

3.6 2.3

$1,368.00 $874.00

Discuss open items with T. Rhone regarding Perkins bankruptcy analysis.

$770.00

0.5

$385.00

Perkins & Marie Callender's Inc., et al. Deloitte Financial Advisory Services LLP Fees Sorted by Category for the Fee Period September 01, 2011 - September 30, 2011
Date Tax Advisory Services
09/15/2011 Rhone, Tiffany Sullivan, Brian Discuss open items with S. Harrison regarding Perkins bankruptcy analysis. Research CA estimated payment rules for extraordinary item exceptions that might apply to the ConAgra gain. Review California 6655 conformity issues. Research Regulation 1.1502-32 for incorporation into the bankruptcy model for Perkins. Continue to review bankruptcy model and analyze client data. Review federal estimated tax and adjust for allowed federal consolidated rules. $675.00 $900.00 0.5 1.2 $337.50 $1,080.00

Description

Rate

Hours

Fees

Tillinghast, Brian Velarde, Jose Velarde, Jose West, John 09/16/2011 Rhone, Tiffany

$650.00 $380.00 $380.00 $650.00

0.8 2.2 4.2 1.0

$520.00 $836.00 $1,596.00 $650.00

Review restructuring steps memo and provide changes based on reading the Plan of Reorganization - second amended. Read Plan of Reorganization and note modifications for the steps memorandum. Update bankruptcy diagram with new second amendment disclosure details.

$675.00

0.9

$607.50

Rhone, Tiffany Velarde, Jose 09/19/2011 Rhone, Tiffany Rhone, Tiffany Rhone, Tiffany Rhone, Tiffany Velarde, Jose

$675.00 $380.00

2.6 3.7

$1,755.00 $1,406.00

Review tax calculations from debt restructuring transaction. Update bankruptcy model. Read tax consequences article in the published disclosure document. Review bankruptcy model. Update diagram model with new second amendment disclosure updates, such as new estimates and assumptions. Update bankruptcy restructuring Excel model with new second amendment disclosure updates, such as new estimates and assumptions.

$675.00 $675.00 $675.00 $675.00 $380.00

1.8 2.4 1.1 2.4 3.2

$1,215.00 $1,620.00 $742.50 $1,620.00 $1,216.00

Velarde, Jose

$380.00

4.1

$1,558.00

09/20/2011 Harrison, Steve Discuss updates to steps memo and diagrams based upon new proposed emergence plan as disclosed by Perkins in their new plan and disclosure documents with T. Rhone. Gather documents and discussion items to prepare for discussion and next steps with S. Harrison. Review Plan of Reorganization and compare to the bankruptcy model. Research IRC sections relevant to the transaction step and tax consequences based on discussion with S. Harrison. Discuss updates to steps memo and diagrams based upon new proposed emergence plan as disclosed by Perkins in their new plan and disclosure documents with T. Rhone. Gather and create PDF support for bankruptcy model using client and Deloitte workpapers. $770.00 1.2 $924.00

Rhone, Tiffany Rhone, Tiffany Rhone, Tiffany

$675.00 $675.00 $675.00

0.8 2.4 0.5

$540.00 $1,620.00 $337.50

Rhone, Tiffany

$675.00

1.2

$810.00

Velarde, Jose

$380.00

2.7

$1,026.00

Perkins & Marie Callender's Inc., et al. Deloitte Financial Advisory Services LLP Fees Sorted by Category for the Fee Period September 01, 2011 - September 30, 2011
Date Tax Advisory Services
09/20/2011 Velarde, Jose 09/21/2011 Rhone, Tiffany Rhone, Tiffany Rhone, Tiffany Velarde, Jose Velarde, Jose 09/22/2011 Harrison, Steve Rhone, Tiffany Rhone, Tiffany Rhone, Tiffany Rhone, Tiffany Velarde, Jose Velarde, Jose Velarde, Jose 09/23/2011 Rhone, Tiffany Rhone, Tiffany Velarde, Jose 09/26/2011 Rhone, Tiffany Discuss bankruptcy model with J. Velarde regarding review points and missing items on model. Discuss bankruptcy model with T. Rhone regarding review points and missing items on model. Work on finishing cancellation of debt and attribute reduction sections within model. $675.00 0.5 $337.50 Review revised transaction step slides. Read tax workplan and provide comments on the status of engagement. Clear review points on bankruptcy model. $675.00 $675.00 $380.00 0.7 1.0 4.1 $472.50 $675.00 $1,558.00 Update discussion with T. Rhone regarding Perkins restructuring. Research tax technical issues for memo. Continue to work on the draft tax technical memo. Revise tax technical memo. Update discussion with S. Harrison regarding Perkins restructuring. Continue to update cancellation of debt and attribute reduction sections within model. Prepare list of missing information for client. Continue to clear review points on bankruptcy model. $770.00 $675.00 $675.00 $675.00 $675.00 $380.00 $380.00 $380.00 0.3 2.9 2.7 1.6 0.3 2.8 2.5 2.4 $231.00 $1,957.50 $1,822.50 $1,080.00 $202.50 $1,064.00 $950.00 $912.00 Prepare a draft of the tax technical memo for the bankruptcy transaction. Review memo from 2008 tax return position. Review transaction steps slides. Clear overall review points on bankruptcy model. Update and correct all tax basis balance sheets within model. $675.00 $675.00 $675.00 $380.00 $380.00 2.9 1.6 2.3 3.9 3.9 $1,957.50 $1,080.00 $1,552.50 $1,482.00 $1,482.00 Gather and create PDF support for diagram model using client and Deloitte workpapers. $380.00 3.7 $1,406.00

Description

Rate

Hours

Fees

Velarde, Jose

$380.00

0.5

$190.00

Velarde, Jose 09/27/2011 Velarde, Jose

$380.00

4.5

$1,710.00

Continue updating model with attribution reduction changes based on review of other bankruptcy models. Fill in missing tabs on Excel model with information from new 2010 tax return information. Review and clear T. Rhone's review points and updates to the bankruptcy model.

$380.00

2.8

$1,064.00

Velarde, Jose

$380.00

3.2

$1,216.00

Velarde, Jose

$380.00

3.8

$1,444.00

Perkins & Marie Callender's Inc., et al. Deloitte Financial Advisory Services LLP Fees Sorted by Category for the Fee Period September 01, 2011 - September 30, 2011
Date Tax Advisory Services
09/28/2011 Rhone, Tiffany Discussion with J. Velarde regarding new revisions on cancellation of debt on bankruptcy model. Discussion with T. Rhone regarding new revisions on cancellation of debt on bankruptcy model. Continue to work on updating model with new cancellation of debt formatting. $675.00 0.9 $607.50

Description

Rate

Hours

Fees

Velarde, Jose Velarde, Jose 09/29/2011 Velarde, Jose Velarde, Jose

$380.00 $380.00

0.9 2.8

$342.00 $1,064.00

Review and clear T. Rhone's review points on latest bankruptcy model revision. Make small updates throughout model including cancellation of debt, attribute reduction, tax basis balance sheets, and assumptions tab.

$380.00 $380.00

4.7 4.0

$1,786.00 $1,520.00

09/30/2011 Velarde, Jose Continue to review and clear T. Rhone's review points on latest bankruptcy model revision. Make small updates throughout model including cancellation of debt, attribute reduction, tax basis balance sheets, and assumptions tab. $380.00 1.7 $646.00

Subtotal for Tax Advisory Services: Total

145.8 161.7

$73,283.50 $78,208.50

Name
Sullivan, Brian Harrison, Steve Rhone, Tiffany Tillinghast, Brian West, John Boyd, Chad Cunningham, Julia Kuhns, Amanda Velarde, Jose Austin, Carisa Total

Recapitulation Rate
$900.00 $770.00 $675.00 $650.00 $650.00 $560.00 $490.00 $490.00 $380.00 $285.00

Hours
2.1 12.0 39.1 0.8 1.0 1.6 0.5 0.3 89.5 14.8 161.7

Fees
$1,890.00 $9,240.00 $26,392.50 $520.00 $650.00 $896.00 $245.00 $147.00 $34,010.00 $4,218.00 $78,208.50

Perkins & Marie Callender's Inc., et al. Deloitte Financial Advisory Services LLP Expenses Sorted by Category for the Fee Period September 01, 2011 - September 30, 2011
Category Business Meals
DeGutis, Vincent Subtotal for Business Meals: 09/15/2011 Working lunch to discuss workplan for Perkins for D. DeGutis, C. Boyd, and B. Payne. $88.13 $88.13

Date

Description

Amount

Telephone, Conference
Boyd, Chad Boyd, Chad Subtotal for Telephone, Conference: Total 09/01/2011 09/08/2011 Conference call expense for C. Boyd. Conference call expense for C. Boyd. $1.79 $0.92 $2.71 $90.84

Recapitulation Category
Business Meals Telephone, Conference Total

Amount
$88.13 $2.71 $90.84

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.
Objection Deadline: November 29, 2011 at 4:00 p.m. (ET) Hearing Date: N/A

NOTICE OF APPLICATION 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 APPLICATION, HAVE REQUESTED NOTICE IN THESE CHAPTER 11 CASES PURSUANT TO BANKRUPTCY RULE 2002.

PLEASE TAKE NOTICE that the Third Monthly Fee Application for Compensation for Services Rendered and Reimbursement of Expenses of Deloitte Tax LLP as Tax Services Provider to the Debtors and Debtors-in-Possession for the Period from September 1, 2011 Through September 30, 2011 (the Application) has been filed with the Court. The Application seeks allowance of monthly fees in the amount of $78,208.50 and monthly expenses in the amount of $90.84. PLEASE TAKE FURTHER NOTICE that objections to the Application, if any, must be filed on or before November 29, 2011 at 4:00 p.m. (ET) (the Objection Deadline) with the United States Bankruptcy Court for the District of Delaware, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801. At the same time, you must also serve a copy of your objection upon the following so as to be received on or before the Objection Deadline: (i) the Debtors, Perkins & Marie Callenders Inc., 6075 Poplar Avenue, Suite 800, Memphis, TN 38119 (Attn: Joseph F. Trungale); (ii) counsel to the Debtors, Troutman Sanders LLP, The Chrysler Building, 405 Lexington Avenue, New York, NY 10174 (Attn: Mitchel H. Perkiel and Brett D. Goodman) and Young Conaway Stargatt & Taylor, LLP, The Brandywine Building, 1000 West Street, 17th Floor, Wilmington, DE 19801 (Attn: Robert F. Poppiti, Jr.); (iii) counsel to the agent
The Debtors, together with the last four digits of each Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders 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.
1

01: 11603621.1

070242.1001

for the Debtors pre-petition Credit Facility and post-petition debtor-in-possession financing facility, Paul Hastings LLP, 600 Peachtree Street, N.E., Twenty-Fourth Floor, Atlanta, GA 30308 (Attn: Jesse H. Austin, III); (iv) counsel to the indenture trustee for the Senior Secured Notes, Emmet, Marvin & Martin, LLP, 120 Broadway, 32nd Floor, New York, NY 10271 (Attn: Edward P. Zujkowski); (v) counsel to the indenture trustee for the Senior Notes, Foley & Lardner LLP, 90 Park Avenue, New York, NY 10016-1314 (Attn: Douglas Spelfogel); (vi) counsel to the Restructuring Support Parties, Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, NY 10036 (Attn: Ira Dizengoff) and 1333 New Hampshire Avenue, N.W., Washington, DC 20036 (Attn: Scott L. Alberino); (vii) counsel to the Committee, Ropes and Gray LLP, 1211 Avenue of the Americas, New York, NY 10036-8704 (Attn: Mark R. Somerstein); and (viii) the Office of the United States Trustee for the District of Delaware, 844 North King Street, Room 2207, Wilmington, DE 19801 (Attn: Richard Schepacarter). PLEASE TAKE FURTHER NOTICE THAT UNDER THE 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], IF NO OBJECTIONS ARE FILED AND SERVED IN ACCORDANCE WITH THIS NOTICE, THE DEBTORS WILL BE AUTHORIZED TO PAY 80% OF REQUESTED FEES AND 100% OF REQUESTED EXPENSES IN THE APPLICATION WITHOUT FURTHER ORDER OF THE COURT. ONLY IF AN OBJECTION TO THE APPLICATION IS PROPERLY AND TIMELY FILED AND SERVED IN ACCORDANCE WITH THIS NOTICE WILL A HEARING BE HELD ON THE APPLICATION. ONLY THOSE PARTIES PROPERLY AND TIMELY FILING AND SERVING OBJECTIONS WILL RECEIVE NOTICE AND BE HEARD AT SUCH HEARING. Dated: November 14, 2011 Wilmington, DE 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 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 CALLENDERS INC., ET AL., Debtors and Debtors-in-Possession

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