Prior Fee Applications Summary:

Date Filed 11/08/11 TOTAL Period Covered 06/15/2011 - 7/31/2011 Requested Requested Fees Expenses $ 86,713.00 $ 160.18 $ 86,713.00 $ 160.18 $ Approved Fees Pending Approved Expenses Pending $ -

CUMULATIVE TIME SUMMARY For the Period of August 1, 2011 through August 31, 2011
Tax Services Provider to Perkins & Marie Callender's Inc. Reflecting Fees for the Period of August 1, 2011 through August 31, 2011

Name Collins, Bryan Sullivan, Brian Harrison, Steve Reiff, Chris Boyle, Matt Rhone, Tiffany DeGutis, Vincent Boyd, Chad Dudek, John Cunningham, Julia Kuhns, Amanda Velarde, Jose Austin, Carisa

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

Billable Hours 4.5 2.7 54.8 3.0 4.6 36.7 15.3 39.7 1.8 0.8 28.7 61.2 17.1 270.9

Hourly Rate 900.00 900.00 770.00 770.00 675.00 675.00 650.00 560.00 505.00 490.00 490.00 380.00 285.00 Hours

Total Fees 4,050.00 2,430.00 42,196.00 2,310.00 3,105.00 24,772.50 9,945.00 22,232.00 909.00 392.00 14,063.00 23,256.00 4,873.50 $ 154,534.00
($3,497.50) ($22,465.00)

Less: 50% Non-Working Travel Reduction Less: Voluntary Reduction for Agreed Fixed Fee for Tax Compliance Services TOTAL AMOUNT REQUESTED Average Hourly Rate

$ 128,571.50
$ 474.61

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 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. Analyzed book/tax differences for reasonableness and continued review and preparation of 2010 consolidated federal income tax return for Perkins & Marie Callenders Real Estate Holding LLC and its subsidiaries. Reviewed case developments and related court filings with tax implications. Prepared the first 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 $102,857.20. 14. Reimbursement of Expenses. Deloitte Tax has disbursed, and requests reimbursement

for $2,323.27, which represents actual, necessary expenses incurred in the rendition of professional services in these cases.

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 25, 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 Second 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 August 1, 2011 Through August 31, 2011 (the Application) has been filed with the Court. The Application seeks allowance of monthly fees in the amount of $128,571.50 and monthly expenses in the amount of $2,323.37. PLEASE TAKE FURTHER NOTICE that objections to the Application, if any, must be filed on or before November 25, 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: 11587251.1

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 9, 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

2
01: 11587251.1 070242.1001