THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

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

Objection Deadline: December 16, 2011 at 4:00 p.m. (ET) Hearing Date: December 28, 2011 at 4:00 p.m. (ET)

PERKINS & MARIE CALLENDER'S INC., et al., Debtors.

NOTICE OF APPLICATION Landis Rath & Cobb LLP, Delaware counsel to the Official Committee of Unsecured Creditors (the "Committee"), has filed its Second Interim Fee Application of Landis Rath & Cobb LLP (the "Application"). The Application seeks interim approval of fees in the amount of $30,207.50 and expenses in the amount of $6,370.40 for the period September 1, 2011 through and including October 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, 3rd Floor, Wilmington, Delaware 19801, on or before December 16,2011 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 December 16, 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, Ii 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 Trusteefor 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. Alb erino , 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

{894.00 I-WOO 17994.}

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). A HEARING TO CONSIDER APPROVAL OF THE APPLICATION WILL BE HELD BEFORE THE HONORABLE KEVIN GROSS, CHIEF JUDGE, UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ON DECEMBER 28, 2011 AT 4:00 P.M. PLEASE TAKE NOTICE THAT IF NO TIMELY OBJECTIONS TO THE APPLICATION ARE FILED, THE COURT MAY ENTER AN ORDER GRANTING THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: November 28,2011 Wilmington, Delaware . am E. Chipman, Jr. (No. 3818) Mark D. Olivere (No. 4291) 919 Market Street, Suite 1800 Wilmington, Delaware 19801 Telephone: (302) 467-4400 Facsimile: (302) 467-4450
Delaware Counsel for the Official Committee of Unsecured Creditors

{894.001-W0017994.}

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

SECOND INTERIM FEE APPLICATION OF LANDIS RATH & COBB LLP Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which compensation and reimbursement sought: This is a(n) __ monthly
Interim Fee Application Period, Date Filed & Docket No.
09/01111 - 09/30/11 10/25/11 [Docket #1222] 10/01111 - 10/31/11 11/23/11 [Docket #1345] TOTAL

Landis Rath & Cobb LLP

Official Committee of Unsecured Creditors

Nunc Pro Tunc to June 24,2011

September 1, 2011 through October 31, 2011 x interim

Total Expenses Requested

_ _ final application
CNO Filing Date, Docket No. 11111111 [Docket #1312] CNOto be filed 12/08/11 Amount of Fees Paid or to be Paid (80%)
$12,814.40

Total Fees Requested

$16,018.00

$3,855.54

Amount of Expenses Paid or to be Paid (100%) $3,855.54

Amount of Holdback Fees Sought (20%) $3,203.60

$14,189.50

$2,514.86

$11,351.60

$2,514.86

$2,837.90

$30,207.50

$6,370.40

$24,166.00

$6,370.40

$6,041.50

{894.001-W0017992.}

THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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

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

Objection Deadline: December 16, 2011 at 4:00 p.m. (ET) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _---' Hearing Date: December 28, 2011 at 4:00 p.m. (ET)

SECOND INTERIM FEE APPLICATION OF LANDIS RATH & COBB LLP Landis Rath & Cobb LLP ("LRC"), Delaware counsel to the Official Committee of Unsecured Creditors (the "Committee") of the above-captioned debtors and debtors-inpossession (the "Debtors"), hereby submits this Second Interim Fee Application of Landis Rath
& Cobb LLP (the "Application") for allowance of compensation and reimbursement of expenses

pursuant to 11 U.S.C. 330 and 331 for legal services performed during the period commencing September 1, 2011 through and including October 31, 2011 (the "Application Period"). In support thereof, LRC respectfully represents as follows: RELIEF REQUESTED 1. By this Application, LRC seeks interim approval and allowance of its

compensation for legal services and reimbursement of expenses incurred during the Application Period, including authorization for the Debtors to pay $6,041.50 in fees, representing the twenty the 20% holdback of fees (the "Holdback Amount"), as provided for in 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 (the "Administrative Order") [Docket No. 169].

{894.00 I-WOO 17992.}

2.

LRC has filed and served monthly fee applications and accompanying

Certifications of William E. Chipman, Jr., Esquire, for the periods covering September 1, 2011 through and including October 31,2011 (collectively, the "Monthly Fee Applications"). Each of the Monthly Fee Applications is incorporated by reference as if fully set forth herein. 1 3. A summary of the hours spent, the names of each professional and

paraprofessional rendering services to the Committee during the Application Period, the regular customary billing rates and the total value of time incurred by each of the LRC attorneys rendering services to the Committee is attached to each of the Monthly Fee Applications as Exhibit "A." A copy of the computer generated time entries reflecting the time recorded for these services, organized in project billing categories in accordance with the United States Trustee's Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 (the "Guidelines"), is attached to each of the Monthly Fee Applications as Exhibit "B." A statement of expenses incurred by LRC during the Application Period is attached to each of the Monthly Fee Applications as Exhibit "C." All time entries and requested expenses are in compliance with Local Rule No. 2016-2?

COMPENSATION REQUESTED
4. LRC seeks interim allowance of fees in the amount of $30,207.50 for legal

servIces rendered and reimbursement of expenses in the amount of $6,370.40, which were incurred during the Application Period (collectively, the "Reguested Amount"). In addition, LRC requests that the Debtors be authorized to pay the Holdback Amount of $6,041.50.

Copies of the Monthly Fee Applications may be obtained by written request to undersigned counsel.

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

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NOTICE

5.

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

this Application has been given to (a) the Debtors; (b) counsel to the Debtors; (c) the Office of the United States Trustee for the District of Delaware; and (d) all parties required to be given notice in the Administrative Order. In light of the nature of the relief requested herein, LRC submits that no further or other notice is required. WHEREFORE, LRC respectfully requests that the Court (i) grant the Application and (ii) grant such further relief as is just and proper. Dated: November 28, 2011 Wilmington, Delaware

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

{894.001-W0017992.}

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

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

authorized to make this Certification on behalf of LRC. LRC was retained by the Committee as Delaware counsel pursuant to an order of this Court. This certification is made in support of the Second Interim Fee Application of Landis Rath & Cobb LLP (the "Application") and in compliance with Local Rule 2016-2 (the "Rule") of this Court, and with the United States Trustee's Guidelines for Review Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 (the "Guidelines"). 2. I have read the Application and I certify that the Application substantially

complies with the Rule and the Guidelines. Dated: November 28,2010 Wilmington, Delaware
L

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

{894.001-W0017992.}