IN 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)

Hearing Date: August 2, 2011 @ 2:00 p.m. (E.T.) (Proposed) Objection Deadline: August 2, 2011 @ 2:00 p.m. (E.T.) (Proposed)

APPLICATION PURSUANT TO FED. R. BANKR. P. 2014(a) FOR ORDER UNDER SECTION 1103 OF THE BANKRUPTCY CODE AUTHORIZING THE EMPLOYMENT AND RETENTION OF FTI CONSULTING, INC. AS RESTRUCTURING AND FINANCIAL ADVISOR TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS NUNC PRO TUNC TO JUNE 28, 2011 The Official Committee of Unsecured Creditors (the "Committee") of the abovecaptioned debtor and debtor in possession (collectively, the "Debtor") hereby moves the Court for entry of an order under section 1103 of the Bankruptcy Code, authorizing the employment and retention of the consulting firm of FTI Consulting, Inc., together with its wholly owned subsidiaries, agents, independent contractors and employees ("FTI"), as restructuring and financial advisor to the Committee, nunc pro tunc to June 28, 2011. In support of this Application, the Committee respectfully states as follows:

JURISDICTION AND VENUE

1. The Court has jurisdiction over this Application pursuant to 28 U.S.C. 157 and

1334. Venue of this proceeding and this Application is proper in this district pursuant to 28 U.S.C. 1408 and 1409. The statutory predicate for the relief sought herein is section 1103 of the Bankruptcy Code.

{894.001-W0015651.}

BACKGROUND
2. On June 13, 2011 (the "Petition Date"), the Debtor filed with this Court their

voluntary petition for relief under chapter 11 of title 11 of the United States Code (the

"Bankruptcy Code"). Pursuant to sections 1107 and 1108 of the Bankruptcy Code, the Debtor is
continuing to operate its businesses and manage its properties and assets as debtor in possession. 3. 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"). After the Formation Meeting, the Committee selected Ropes & Gray LLP as its
counsel, and on June 28, 2011, the Committee selected FTI Consulting, Inc. as its restructuring and financial advisor. The Committee consists of the following seven members: (a) (b) (c) (d) (e) (f) (g) The Coca-Cola Company; Wilmington Trust Company; Standard General Master Fund LP; News America Marketing; Luna Family Trust; Northgate Station, LP, and; Benjamin Monroy.

RELIEF REQUESTED
4. By this Application, the Committee seeks to employ and retain FTI pursuant to

section 1103(a) of the Bankruptcy Code to perform restructuring and financial advisory services for the Committee in these chapter 11 cases, nunc pro tunc to June 28, 2011. 5. The Committee is familiar with the professional standing and reputation of FTI.

The Committee understands and recognizes that FTI has a wealth of experience in providing restructuring and financial advisory services in chapter 11 reorganizations and enjoys an

{894.001-W0015651.}

excellent reputation for services it has rendered on behalf of debtors and creditors throughout the United States. 6. The services of FTI are deemed necessary to enable the Committee to assess and

monitor the efforts of the Debtor and their professional advisors to maximize the value of the estate and to reorganize successfully. Further, FTI is well qualified and able to represent the Committee in a cost-effective, efficient and timely manner. SCOPE OF SERVICES 7. FTI will provide such consulting and advisory services to the Committee and its

legal advisors as they deem appropriate and feasible in order to advise the Committee in the course of this chapter 11 case, including but not limited to the following: Assistance with the assessment and monitoring of the Debtors' short-term cash flow, liquidity, pre-petition claim payments and operating results; Assistance with the review of the proposed Debtors' Debtor-in-Possession ("DIP") financing; Assistance in the review of the proposed plan(s) of reorganization ("POR") and the related disclosure statement; Assistance with the review of the Debtors' corporate structure and the analysis of inter-company transactions; Assistance regarding the evaluation of employee related-motions and issues including severance plans, bonus programs, employee retention programs, pensions and other post retirement benefits;

{894.001-W0015651.}

Assistance in reviewing the Debtors' business plan including assessment of revenue enhancement and cost saving opportunities, store level profitability and liquidity;

Assistance in the review of the claims reconciliation process and estimation;

Assistance in the valuation of the business and review of capital structure alternatives;

Assistance in the evaluation and analysis of avoidance actions, including fraudulent conveyances and preferential transfers;

Attendance at meetings with the Debtors, potential investors, banks, the Committee and any other official committees organized in these chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; and,

Render such other general business consulting or such other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor, acceptable to FTI and not duplicative of services provided by other professionals in this proceeding.

FTI'S ELIGIBILITY FOR EMPLOYMENT

8. FTI has informed the Committee that, except as may be set forth in the Affidavit of

Steven Simms (the "Simms Affidavit"); it does not represent any other entity having an adverse interest in connection with this case, and therefore believes it is eligible to represent the Committee under Section 1103(b) of the Bankruptcy Code.

{894.001-W0015651.}

9.

FTI will conduct an ongoing review of its files to ensure that no conflicts or other

disqualifying circumstances exist or arise. If any new material facts or relationships are discovered, FTI will supplement its disclosure to the Court. 10. FTI has agreed not to share with any person or firm the compensation to be paid for

professional services rendered in connection with this case.

TERMS OF RETENTION
11. 12. FTI is not owed any amounts with respect to pre-petition fees and expenses. The Committee understands that FTI intends to apply to the Court for allowances of

compensation and reimbursement of expenses for its restructuring and financial advisory support services in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, corresponding local rules, orders of this Court and guidelines established by the United States Trustee. 13. Subject to Court approval and in accordance with Bankruptcy Code section

328(a), the Bankruptcy Rules, applicable U.S. Trustee guidelines and local rules, FTI will seek payment for compensation on a fixed monthly basis of $125,000 for the first two months and $100,000 per month thereafter (collectively, "Monthly Fixed Fee"), plus reimbursement of actual and necessary expenses incurred by FTI. Actual and necessary expenses would include any reasonable legal fees incurred for FTI's defense of its retention application and fee applications submitted in this matter, subject to Court approval. 14. On a monthly basis, FTI will provide hours expended at a summarized level that

includes the total number of hours worked by professional and the total number of hours spent by task category. For each significant task category, FTI will provide an explanation of the type of work performed.

(894.001-W0015651.)

INDEMNIFICATION
15. In addition to the foregoing, and as a material part of the consideration for the

agreement of FTI to furnish services to the Committee pursuant to the terms of this Application, FTI requests that the following indemnification provisions be approved: a. subject to the provisions of subparagraphs (b) and (c) below, the Debtor is authorized to indemnify, and shall indemnify, FTI for any claims arising from, related to, or in connection with FTI's engagement, but not for any claim arising from, related to, or in connection with FTI's post-petition performance of any services other than those in connection with the engagement, unless such post-petition services and indemnification therefore are approved by this Court; b. the Debtor shall have no obligation to indemnify FTI for any claim or expense that is either (i) judicially determined (the determination having become final) to have arisen primarily from FTI's bad faith, gross negligence or willful misconduct, or (ii) settled prior to a judicial determination as to FTI's bad faith, gross negligence or willful misconduct, but determined by this Court, after notice and a hearing pursuant to subparagraph (c) infra, to be a claim or expense for which FTI is not entitled to receive indemnity under the terms of the Application; and c. if, before the earlier of (i) the entry of an order confirming a chapter 11 plan in this case (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing this chapter 11 case, FTI believes that it is entitled to the payment of any amounts by the Debtor on account of the Debtor's indemnification obligations under the Application,

{894.001-W0015651 }

including, without limitation, the advancement of defense costs, FTI must file an application therefore in this Court, and the Debtor may not pay any such amounts to FTI before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by FTI for indemnification, and not as a provision limiting the duration of the Debtor's obligation to indemnify FTI.

NOTICE
16. Notice of this Application has been given to (a) the Office of the United States

Trust for the District of Delaware; (b) the Debtors; (c) counsel to the Debtors; (d) the Debtors' lenders; and (e) all entities that have filed a request for service of pleadings in these cases pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested, the Committee submits that no further notice is required.

NO PRIOR REQUEST
17. other Court. No prior Application for the relief requested herein has been made to this or any

{894.001-W0015651.}

WHEREFORE, the Committee respectfully requests that the Court enter an Order, substantially in the form attached hereto, authorizing the Committee to employ and retain FTI as financial advisor for the Committee for the purposes set forth above, nunc pro him to June 28, 2011 and grant such further relief as is just and proper. Date: July18, 2011
THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF PERKINS & MARIE CALLENDER'S , INC., ET AL.

272868]4 2

IN 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)

AFFIDAVIT IN SUPPORT OF THE APPLICATION FOR AN ORDER AUTHORIZING EMPLOYMENT AND RETENTION OF FTI CONSULTING, INC. AS RESTRUCTURING AND FINANCIAL ADVISOR FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, NUNC PRO TUNC TO JUNE 28, 2011 ) ) ss. COUNTY OF NEW YORK ) I, Steven Simms, being duly sworn, hereby depose and say: 1. I am a Senior Managing Director with FTI Consulting, Inc. (together with its STATE OF NEW YORK

wholly owned subsidiaries, agents, independent contractors and employees, "FTI"), an international consulting and financial advisory services firm with numerous offices throughout the world. I submit this Affidavit on behalf of FTI (the "Affidavit") in support of the application (the "Application") of the Official Committee of Unsecured Creditors (the "Committee") to Perkins & Marie Callender's, Inc., the debtor and debtor-in-possession in the above-captioned chapter 11 cases (the "Debtor"), for an order authorizing the employment and retention of FTI as restructuring and financial advisor under the terms and conditions set forth in the Application. Except as otherwise noted', I have personal knowledge of the matters set forth herein.

Certain of the disclosures herein relate to matters within the personal knowledge of other professionals at FTI and are based on information provided by them.

(894.001-VV0015652.}

Disinterestedness and Eligibility

2.

In connection with the preparation of this Affidavit, FTI conducted a review of its

contacts with the Debtor, their affiliates and certain entities holding large claims against or interests in the Debtor that were made reasonably known to FTI. A listing of the parties reviewed is reflected on Exhibit A to this Affidavit. FTI's review, completed under my supervision, consisted of a query of the Exhibit A parties within an internal computer database containing names of individuals and entities that are present or recent former clients of FTI. A summary of such relationships that FTI identified during this process is set forth on Exhibit B to this Affidavit. 3. Based on the results of its review, except as otherwise discussed herein, FTI does

not have a relationship with any of the parties on Exhibit A in matters related to this proceeding. FTI has provided and could reasonably expect to continue to provide services unrelated to the Debtor's case for the various entities shown on Exhibit B. FTI's assistance to these parties has been related to providing various financial restructuring, litigation/technology support, strategic communications and economic consulting services. To the best of my knowledge, no services have been provided to these parties in interest which are adverse to the bankruptcy estate or its creditors nor does FTI's involvement in this case compromise its ability to continue such consulting services. 4. Further, as part of its diverse practice, FTI appears in numerous cases,

proceedings and transactions that involve many different professionals, including attorneys, accountants and financial consultants, who may represent claimants and parties-in-interest in the Debtor's case. It is my understanding that Kirkland & Ellis is a party of interest in connection with these proceedings (See exhibit A). Mr. George P. Stamas, a partner of Kirkland & Ellis is

1894.001-W0015652.1

currently a member of the Board of Directors of FTI. To the best of my knowledge, Mr. Stamas is in no way involved with the Kirkland & Ellis team in these proceedings, nor does Mr. Stamas have any professional involvement in this matter in any capacity. Also, FTI has performed in the past, and may perform in the future, advisory consulting services for various attorneys and law firms, and has been represented by several attorneys, law firms and financial institutions, some of whom may be involved in these proceedings. In addition, FTI has in the past, may currently and will likely in the future, be working with or against other professionals involved in these cases in matters unrelated to the Debtor and this case. Based on our current knowledge of the professionals involved, and to the best of my knowledge, none of these relationships create interests materially adverse to the Committee in matters upon which FTI is to be employed, and none are in connection with these cases. 5. FTI is not believed to be a "Creditor" with respect to fees and expenses of the

Debtor within the meaning of Section 101(10) of the Bankruptcy Code. Further, neither I nor any other member of the FTI engagement team serving this Committee, to the best of my knowledge, is a holder of any outstanding debt instruments or shares of the Debtor's stock. 6. FTI has not reviewed the relationship that the members of the FTI engagement

team may have against a comprehensive list of employees within the U.S. Trustee's office in this District, but will do so upon being provided with a list of such persons by the office of the U.S. Trustee. 7. As such, to the best of my knowledge, except as noted above, FTI does not

represent any other entity having an interest adverse in connection with these cases, and therefore believes it is eligible to represent the Committee under Section 1103(b) of the Bankruptcy Code.

{894.001-W0015652.}

8.

It is FTI's policy and intent to update and expand its ongoing relationship search

for additional parties in interest in an expedient manner. If any new material relevant facts or relationships are discovered or arise, FTI will promptly file a Bankruptcy Rule 2014(a) Supplemental Affidavit. Professional Compensation 9. Subject to Court approval and in accordance with Bankruptcy Code section

328(a), the Bankruptcy Rules, applicable U.S. Trustee guidelines and local rules, FTI will seek payment for compensation on a fixed monthly basis of $125,000 for the first two months and $100,000 per month thereafter (collectively, "Monthly Fixed Fee"), plus reimbursement of actual and necessary expenses incurred by FTI. Actual and necessary expenses would include any reasonable legal fees incurred for FTI's defense of its retention application and fee applications submitted in this matter, subject to Court approval. 10. Accordintg to FTI's books and records, during the ninety day period prior to the

Debtor's petition date, FTI performed no professional services or incurred any reimbursable expenses on behalf of the Debtor. 11. To the best of my knowledge, a) no commitments have been made or received by

FTI with respect to compensation or payment in connection with these cases other than in

{894.001-W00156521

accordance with the provisions of the Bankruptcy Code and b) FTI has no agreement with any other entity to share with such entity any compensation received by FTI in connection with this chapter 11 case.

Dated this /6 day of July 2011. Steven Simms SUBSCRIBED AND SWORN TO BEFORE ME this fe`day of July 2011.

hscP-L,_
My Commission Expires:
KARIN JACOBSON Notary Public, State of NewYork No. 31-4900115 Qualified in New York County Commission Expires 0009, 20

EXHIBIT A

Listing of Parties-in-Interest Reviewed for Current and Recent Former Relationships

Debtor Perkins & Marie Callender's Inc Debtor's Attorneys Young Conaway Stargatt & Taylor, LLP Troutman Sanders LLP Debtor's Financial Advisors Whitby, Santarlasci & Company Debtor's Professionals Omni Management Group Media Finn Debtor's Affiliates FIV Corp. MACAL Investors, Inc. Marie Callender of Simi Valley Marie Callender Pie Shop #62, LP Marie Callender Pie Shop No. 48 Marie Callender Pie Shop No. 59 Marie Callender Pie Shops, Inc. Marie Callender Wholesalers, Inc. Marie Callender's #61 Marie Callender's #66 Marie Callender's #71 Marie Callender's #73 Marie Callender's #97 Marie Callender's No. 50 MCID, Inc. P&MC Holding Corp. P&MC Holding, LLC P&MC's Holding Corp. Perkins & Marie Callender's Holding Inc. Perkins & Marie Callender's Inc. Perkins & Marie Callender's Realty LLC Perkins Finance Corp. PMCI Promotions LLC The Restaurant Company Wilshire Beverage, Inc. Wilshire Restaurant Group LLC D.W. Callender Family Trust Debtor's Corporate Officers Trungale, Joseph F. Debtor's Major Shareholders Castle Harlan Partners III, L.P. Castle Harlan Partners IV, L.P. P&MC's Holding LLC P&MC's Holding Corp.
{894.001-W0015652.}

Perkins & Marie Callender's Holding, Inc Castle Harlan, Inc. Debtor's Major Shareholders Attorneys Schulte Roth & Zabel LLP Secured Lenders Wells Fargo Capital Finance, LLC Wells Fargo Foothill, LLC (f.n.a.) Secured Lenders Attorneys Paul Hastings Janofsky & Walker LLP Bondholder Wayzata Investment Partners Bondholder's Attorney Akin Gump Strauss Hauer & Feld LLP Indenture Trustees Bank of New York Mellon Top Significant Unsecured Creditors Aires Ballas Egg Product Corp. Bimbo Bakeries USA, Inc. Cremes Unlimited Inc Duck Delivery Produce Ecolab Pest Elim. Div. EFM Group Del Crone Engauge Total Fleischmann's Yeast Inc FreshPoint General Mills, Inc. Gibson Dunn & Crutcher LLP H. Nagel & Son Co. Inc. Heilbrice Juana's Packing Co KABC-TV Kendall Frozen Fruits, Inc. KTTY Fox Television Stations Loders Croklaan USA Merchants Cold Storage Mid Valley Nut Co. Inc. Moody's Investors Service Inc. News America Mktg. FSI, Inc. Next Day Gourmet Omega Trust R.W. Smith & Company Roger's Poultry Co. Shoes for Crews LLC

EXHIBIT A

Listing of Parties-in-Interest Reviewed for Current and Recent Former Relationships

Skidmore Sales & Distrib. Sweetner Supply Corp. SYSCO Talx Corporation Toof Commercial Printing Tri State Cakes Trustaff Personnel Services US Food Service Inc. Wawona Frozen Foods Official Creditors' Committee Members The Coca-Cola Company, Wilmington Trust Company, Standard General Master Fund LP, News America Marketing Luna Family Trust Northgate Station, LP Benjamin Monroy Official Creditors' Committee Attorneys Ropes & Gray LLP Attorneys for Creditor Committee Members Blumenthal, Nordrehaug & Bhowmik Foley & Lardner, LLP Miller Nash LLP Otterbourg, Steindler, Houston & Rosen, P.C. Pachulski, Stang, Ziehl & Jones LLP U.S. Trustees for the District of Delaware Christine Green David Buchbinder David Klauder Diane Giordano Dion Wynn James R. O'Malley Jane Leamy Jeffrey Heck Juliet Sarkessian Lauren O'Neal Mark Kenney Michael Panacio Michael West Pat Tinker Ramona Vinson Richard Schepacarter Shakima L. Dortch Thomas Patrick Tinker Tony Murray Judges for the US Bankruptcy Court for the
{894.001-W0015652.}

District of Delaware Brendan L. Shannon Christopher S. Sontchi Judith K. Fitzgerald Kevin Gross Kevin J. Carey Mary F. Walrath Peter J. Walsh Other Significant Parties-in-Interest (as known) 401(k) Administration ACE Fire Underwriters Insurance Co. ACE Property & Casualty Insurance AEI Real Estate Fund 85-A Limited Partnership Aguirre, Jeremias Ahlbrandt, Cheryl Aire Rite Allen Law Firm Allen, Corena Alliant Energy Corporation Allied Trading and Transacting, Corp. Alsco Inc. Amalgamated Sugar Company American United Life Ins. Ammerman, Douglas K. AmProp Corners, Inc. Anyzeski, Brooke Aoki-Carnachan, Yasuka AON Risk Services Northeast, Inc. Arizona Department Economic Security Arizona Department of Revenue Arizona Des Unemployment Tax Arkansas Department of Finance and Administration Armour-Echrick Meats, LLC Arras, Richard K. Atwater, Matthew AWC Packaging Bascom, Budish & Ceman, SC Basic American Foods Bate, Mary Lou Bate, Russell M. Belz Investco GP Berkely Land Co., Inc. Bernstein, Allen J. Blom, David E. Blom, Delores P. Bono Burns Distributing, Inc. Boyle, Malissie Brady, Connolly & Masuda, PC Bremer Whyte Brown & O'Meara

EXHIBIT A

Listing of Parties-in-Interest Reviewed for Current and Recent Former Relationships

Brotherton, Anthony Bullard & Associates, PC Burdick, Corrine Bureau Employer Tax Operations Pennsylvania Burnett, Billy D. Butterball LLC Caesars Palace California Department of Finance California Employment Development Department California Franchise Tax Board California State Controller Call, Jensen & Ferrell Care First Surgical Center Castle, John K. CBS Outdoor CEMB Properties, LLC CenterPoint Energy Minnegasco Chan, Mario H. Chan, Patsy W. Chief Industries Christensen & Ehret Chua-Laddaran, Anita Chua-Laddaran, Benito Cigna Voluntary Cincinnati Income Tax Bureau City and County of Denver, CO Department of City of Albert Lea City of Alexandria MN City of Allentown PA City of Amarillo TX City of Anoka MN City of Appleton WI City of Austin TX City of Bakersfield CA City of Bartow FL City of Bethlehem PA City of Bismarck ND City of Black River Falls WI City of Bloomington MN City of Boise ID City of Brainerd MN City of Brighton CO City of Brighton TN City of Buffalo MN City of Bunnell FL City of Burlington KY City of Bushnell FL City of Chandler AZ City of Chaska MN City of Clearwater FL
{894.001-W0015652.}

City of Collierville TN City of Colorado Springs CO City of Colorado Springs Sales Tax City of Covington TN City of Decatur IL City of Deland FL City of Denver CO City of Detroit Lakes MN City of Dyersburg TN City of Eau Claire WI City of Eugene OR City of Fairfield, OH Income Tax Division City of Fargo ND City of Farmington UT City of Fergus Falls MN City of Fort Pierce FL City of Fresno CA City of Galesburg IL City of Galesburg IL City of Gladstone MO City of Gleason WI City of Golden CO City of Grand Chute WI City of Grand Rapids MI City of Green Bay WI City of Hastings MN City of Holland MI City of Jamestown ND City of Janesville WI City of Jefferson City MO City of Jenison MI City of Kansas City KS City of Kansas City MO City of Kissimmee FL City of La Crosse WI City of Lakewood, CO Revenue Division City of Las Vegas NV City of Lehigh Valley PA City of Liberty MO City of Los Angeles CA City of Madison WI City of Mankato MN City of Marshfield WI City of Martinez CA City of Memphis TN City of Menasha WI City of Merced CA City of Middleton WI City of Minneapolis MN City of Modesto CA

EXHIBIT A

Listing of Parties-in-Interest Reviewed for Current and Recent Former Relationships

City of Moorhead MN City of Muskegon MI City of Myers FL City of Napa CA City of Neenah WI City of Newkirk OK City of Norman OK City of Oakland CA City of Onalaska WI City of Orlando FL City of Peoria IL City of Peoria IL City of Philadelphia PA City of Phoenix AZ City of Port Charlotte FL City of Portland OR City of Reading PA City of Redwood City CA City of Reno NV City of Riverside CA City of Rockford IL City of Sacramento CA City of Saint Joseph MO City of Saint Paul MN City of Saint Peter MN City of Salem OR City of Salinas CA City of Salt Lake City UT City of San Antonio TX City of San Bernardino CA City of San Diego CA City of San Jose CA City of San Luis Obispo CA City of Sanford FL City of Santa Ana CA City of Santa Barbara CA City of Santa Cruz CA City of Santa Rosa CA City of Sarasota FL City of Seattle WA City of Sedalia MO City of Shakopee MN City of Shawnee Mission KS City of Spokane WA City of Springfield IL City of Springfield MO City of Stillwater MN City of Stillwater OK City of Stockton CA City of Stuart FL
{894.001-W0015652.}

City of Tampa FL City of Tavares FL City of Tucson AZ City of Tulsa OK City of Twin Falls ID City of Urbana IL City of Urbana IL City of Ventura CA City of Visalia CA City of Waco TX City of Walker MI City of West Palm Beach FL City of Westminster CO City of Whitehall PA City Treasurer of Easton PA Claringbole, Jerry Clifton, Mueller & Bovarnick PC Colorado Department Labor Employment Colorado Department of Revenue Colorado Manager of Revenue Colorado State Treasurer Commonwealth of Kentucky Commonwealth of Massachusetts Comptroller of Maryland WH Tax ConAgra Foods, Inc. Condiff, Laurie Corey, Oliva Corey, Vanessa Couch, Jorel Craig, Paul Cruz, Francisco B. Cutler Law Firm PC Cypress Realty Holdings Company II, LLC Daley, Sharee Daly City Serramonte Center, LLC De Noya, Shelly DeBenedetti, Ann DeBenedetti, John F. DeBenedetti, Mary Deerfield Square LP Delaware Division of Revenue DelCastillo, Anthony P. Demartini, Audrey S. Demartini, Louis W. Dickinson, Mackaman Director of Illinois Dixie Consumer Products, LLC Drafts, James DRM Waste Management Service Agreement Duane Morris

EXHIBIT A

Listing of Parties-in-Interest Reviewed for Current and Recent Former Relationships

Duke Energy EDD State of California eFax Corporate Ehikian, Richard G. Faherty, David Faherty, Linda Faherty, Paul D. Fata, Bahram Fata, Farzaneh Fawcett Memorial Hospital Fay, Jean Fay, Robert E. Jr. Feiwell, Earl N. Feldmar, Janet S. Ferreira, Leonardo Finance, Treasury Division Financial Trading & Transaction, LLC Firethorn Capital Partners, LLC Fisher & Phillips Fitch, Johnson, Larson & Held, PA Florida Department of Revenue Florida Power & Light Company (FPL) Florida Unemployment Compensation Ford & Harrison Forestville Bldrs. & Supp., Inc Foxtail Foods Frank, Jim Fuentes, Jose Fulbright & Jaworski Galileo Parkway Plaza, L.T. Galloway Company Garda CL West, Inc. Georgia Department of Labor Georgia Department of Revenue Georgia-Pacific Consumer Products, L.P. GFDFT-Perkins (Nicollet, LLC) Gillio Development, Inc. Gillio, Matthew Ginsburg, Elise Goldenberg, Charles Goldman, Abigail Gower, Dorothy Grant, Fred T. Jr. Great American Insurance Co. Greenbay Packaging Inc. Greenberg Traurig Grubbs, Gloria J. Gutierrez-Melo, Higinio H.J. Heinz Company, L.P. HAB EIT
{894.001-W0015652.}

HAB-Opt Berkheimer Associates Hambrick, LaToya Harding, Tonya R. Hershey Foods USA, Inc. Hightower and Associates Hoblit Ferguson Darling Hollister Land & Cattle Company Holloman, David Holloman, Nancy Hoyt, R.S. Jr. HRLP Crescent Center, LLC Hugh Armistead Hunter, Daniel M. Icelandic USA, Inc. Idaho State Tax Commission Illinois Department Employment Security Illinois Department of Revenue Indiana Department Labor Indiana Department of Revenue Indiana Department Workforce Development Indiana Worker Training Fund Internal Revenue Service Iowa Department Job Service Iowa Department of Revenue JLL Consultants, Inc. J & J Snack Foods J.P. Foodservice, Inc. Jackson Union LLC Job Service North Dakota Bismarck John Angel Johnson, Nina K. Johnson, Richard Julia Beverage Marketing Kansas Department of Revenue Kansas Employment Security Fund Kehart, Peckert & Booth Kelley Kronenberg Kentucky Department of Revenue Keystone Collections Group Kildonan/Pembina Restaurants King and Prince Seafood Corporation Kirkland & Ellis LLP Klein, Lundmark, Barberich & La Mont PC Knell and Kelly LLC Koch-Gulotty, Judy Koda, Kimble and Kids Limited Partnership KOPCO Graphics, Inc. Lamar Companies, Inc. Larkin & Hoffman Larson, Mary

EXHIBIT A

Listing of Parties-in-Interest Reviewed for Current and Recent Former Relationships

Law Office of Michael Kraker Law Offices of Richard F. Taylor, Jr. LCEC- Lee County Electric Cooperative LeBlance, Lynette LeBlance, Peter Lee County Electric Cooperative Lema, Neva Lerual, Inc. Lincoln Square Partnership Linde, Inc. Littler Mendelson LK Center, LLC Lopez, Armando Sr. Lopez, Jesusita D. Los Angeles Dept of Water & Power M & N Partners No. 4 Macerich Lakewood, LLC Manning & Marder Marco Polo, Inc. Marshall, Cathy Martinez, Steven Maryland Treasury MC Parcel Shopping Center Co. MC Texas Limited Partnership MCAL, LLC McAnany, Van Cleave & Phillips McCain Foods USA, Inc. McClain, Janell MCID, Inc. McMahon, Joseph Meadows, Sandra M. Mealie, Marc Mellard, Bobbie Meno, Ingrid T. Merced Auto Center, Inc. Merchant Link Michigan Department of Treasury Michigan Unemployment Micros Systems, Inc. Miller, Jay Millway Investments Minnesota Department of Revenue Minnesota UC Fund Minovitz, Cary Minovitz, Wendy Mississippi Department of Revenue Mississippi State Tax Commission Missouri Department Employment Security Missouri Depai hnent of Revenue Missouri Withholding Tax
{894.001-W0015652.}

Mitchel Cory Family, LLC Montana Department of Revenue Moretti, Kamesha Morse, Jamie MTV Real Estate Limited Partnership Myklak, Robert Nadlan Corteen Place Apartments National Everclean Services National Retail Properties, LP Navarro, Susan Nestle Professional Nevada Department of Taxation Nevada Employment Security Division New Jersey Division of Taxation New Mexico Taxation and Revenue Department New York Department of Taxation and Finance New York State Tax Department North Carolina Department of Revenue North Carolina Employment Security Commission North Dakota State Tax Commissioner North Dakota Tax Department Northern Cafes, Inc. Nossaman, Guther et al. NU Look Exteriors, Inc. Ohio Department Jobs Family Services Ohio Department of Taxation Oklahoma Employment Security Commission Oklahoma State Tax Commission Oregon Department of Revenue Ortiz, Jose Antonio Ortiz, Rita Pacific Gas & Electric Packers Sanitation Services, Inc. Paige, Jean Paris Packaging, Inc. Parkland EIT Division Pascuzzi, Pete M. Passco Hughes Promenade H. LLC Paulick, Maureen PDC Community Centers LLC Pennsylvania Department of Revenue Pennsylvania Earned Income Tax Office Pepsi/Lipton Tea Partnership Pepsi-Cola Company Perdue Farms Incorporated Perk Tampa LP Pickens Barnes and Abernathy Pie Shop No. 9 Pimentel, Roberto Pittaway, David B.

EXHIBIT A

Listing of Parties-in-Interest Reviewed for Current and Recent Former Relationships

Plave Koch Pompano by the Sea, LLC Porter, Dwight A. Post & Schell Prager & Miller Pritchard, Sandra E. Progress Energy Florida, Inc. Pruellage, William M Queen of the Valley Medical Center Quist, Tony Rainsweet Inc. Ramirez, Abraham Ramos, Margaret Raphael, Loues RDS Arizona Privilege Tax Realty Associates Fund VII, L.P. Relations Reliastar Life Insurance Co. Renieris Properties Holding, Inc. Revere Packaging Reynaga, Odalis Rose, Shirley Rowton, Sherryl RREEF America REIT II Portfolio, LP Sammut, Anthony Sammut, Christine San Chae, LLC San Diego Gas & Electric Sanchez, Maria Segura Investors X, LLC Sheehan, Timothy G. Shen, Mei Han Shen, Shao Hua Sierra Nevada Developers, LLC Sigmon, Lynwood L. Singleton, Lisa L. Smith, Clay F. Snyder Investments, LP South Carolina Department of Revenue South Dakota Department of Revenue and Regulation Southend Diners LP Southern California Edison Southern California Gas (The Gas Co.) Southland Mall, LP Spacenet Inc. Spartan Computer Services, Inc. Spaulding, Rhonda Spaulding, Thomas Spinardi Property, L.P. Spradlin, Tina
{894.001-W0015652.}

Stampede Meat, Inc. Steve Andrews, Treasurer Superfos Packaging Inc. Taucher, Raymond TECO Tampa Electric Company Ten United, Ltd. Tennessee Department Employment Tennessee Department Employment Security Tennessee Department Labor Workforce Tennessee Department of Revenue Texas Comptroller of Public Accounts Texas Department Treasury Texas Workforce Commission Thayer Media, Inc. Tolchiner, James H. Tornero, Shavonna C. Tunis, Norma J. TWC Services, Inc. United Healthcare Insurance Company University of Wisconsin Medical Foundation Unruh, Carla Utah Department Treasury Utah Department Workforce Service Utah State Tax Commission Utah Unemployment Compensation Fund Valassis Direct Mail, Inc. Value Source Group, Inc. Vargas, Esperanza Ventura Foods, LLC Vickers, Jim Virginia Department of Taxation Virginia Employment Commission Volkoff, Mark Walburg, Wayne Wang, Angela C. Warminster Township Warn, Kurt Washington Department of Revenue Washington Employment Security Department West Virginia State Tax Department Whiteley, George A. Wiegard, Delphus Wiegard, Irene Wiles, Beatrice D. Winston Strawn Winters, Robert J. Wisconsin Department Industry Labor Wisconsin Department of Industry Labor and Human Wisconsin Department of Revenue Worker Training Fund

EXHIBIT A

Listing of Parties-in-Interest Reviewed for Current and Recent Former Relationships

Wyoming Department of Revenue XCEL Energy: Northern States Power Co. XPEDX, Inc.

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EXHIBIT B

Listing of Parties-in-Interest in Matters Unrelated to the Debtor and Noted for Court Disclosure
Relationships in Matters Related to This Proceeding None Relationships in Unrelated Matters Debtor's Major Shareholders Attorneys Schulte Roth & Zabel LLP Secured Lenders Wells Fargo Capital Finance, LLC Wells Fargo Foothill, LLC (f.n.a.) Secured Lenders Attorneys Paul Hastings Janofsky & Walker LLP Bondholder's Attorney Akin Gump Strauss Hauer & Feld LLP Indenture Trustees Bank of New York Mellon Top Significant Unsecured Creditors General Mills, Inc. Gibson Dunn & Crutcher LLP Heilbrice Moody's Investors Service Inc. SYSCO Official Creditors' Committee Members The Coca-Cola Company, Wilmington Trust Company, Ropes & Gray LLP Attorneys for Creditor Committee Members Foley & Lardner, LLP Miller Nash LLP Otterbourg, Steindler, Houston & Rosen, P.C. Pachulski, Stang, Ziehl & Jones LLP Other Significant Parties-in-Interest (as known) American United Life Ins. Butterball LLC CBS Outdoor ConAgra Foods, Inc. Duane Morris Duke Energy Florida Power & Light Company (FPL) Ford & Harrison Fulbright & Jaworski Greenberg Traurig Internal Revenue Service JLL Consultants, Inc. Kirkland & Ellis LLP Littler Mendelson National Retail Properties, LP Pacific Gas & Electric Pepsi-Cola Company Post & Schell Reliastar Life Insurance Co. San Diego Gas & Electric Southern California Edison Southern California Gas (The Gas Co.) United Healthcare Insurance Company Valassis Direct Mail, Inc. Wisconsin Department Industry Labor Wisconsin Department of Revenue XCEL Energy: Northern States Power Co.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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

et al.

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

Ref. No.

Debtors,

ORDER AUTHORIZING RETENTION OF FTI CONSULTING, INC. AS RESTRUCTURING AND FINANCIAL ADVISOR FOR THE

OFFICIAL COMMITTEE OF UNSECURED CREDITORS

Upon the application (the "Application") of the Official Committee of Unsecured Creditors (the

"Committee") of the above-captioned debtor and debtor in possession

(collectively, the "Debtor"), for an order pursuant to section 1103 of chapter 11 of title 11 of the United States Code (the "Bankruptcy Code "), authorizing them to retain FTI Consulting, Inc. and its wholly owned subsidiaries (collectively "FTI") as restructuring and financial advisor; and upon the Affidavit of Steven Simms in support of the Application; and due and adequate notice of the Application having been given; and it appearing that no other notice need be given; and it appearing that FTI is not representing any adverse interests in connection with this case; and it appearing that the relief requested in the Application is in the best interest of the Committee; after due deliberation and sufficient cause appearing therefore, it is hereby: ORDERED that the Application be, and it hereby is, granted as set forth herein; and it is further ORDERED that the capitalized terms not defined herein shall have the meanings ascribed to them in the Application; and it is further

{894,001-VV0015651.1

ORDERED that in accordance with section 1103 of the Bankruptcy Code, the Committee is authorized to employ and retain FTI as of June 28, 2011 as their restructuring and financial advisor on the terms set forth in the Application, to the extent those terms are not inconsistent with this Order; and it is further ORDERED that to the extent accrued during their retention, FTI shall receive (a) its Monthly Fixed Fee as specified in their Application, and (b) reimbursement of FTI's expenses; and it is further ORDERED that FTI's Monthly Fixed Fee shall be subject to the standard of review provided in section 328(a) of the Bankruptcy Code provided however, this Order and the record relating to the Court's consideration of the Application shall not prejudice or otherwise affect the rights of the United States Trustee to challenge the reasonableness of FTI's compensation under Bankruptcy Code Sections 330 and 331, or FTI's right to be retained in future unrelated cases and the terms and conditions of any such retention(s). Accordingly, nothing in this Order or the record made in connection with the entry of this Order shall constitute a finding of fact or conclusion of law binding on the United States Trustee, on appeal or otherwise, with respect to the reasonableness of FTI's compensation; and it is further; ORDERED that, FTI is entitled to reimbursement of actual and necessary expenses, including any reasonable legal fees incurred for FTI's defense of its retention and fee applications in this matter, subject to Court approval; and it is further ORDERED that FTI shall be granted a limited waiver of the information keeping requirements of Local Rule 2016-2 to keep time records in 1/2-hour increments; and it is further ORDERED that the following indemnification provisions are approved:

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a.

subject to the provisions of subparagraphs (b) and (c) below, the Debtor is authorized to indemnify, and shall indemnify, FTI for any claims arising from, related to, or in connection with the services to be provided by FTI as specified in the Application, but not for any claim arising from, related to, or in connection with FTI's post-petition performance of any services other than those in connection with the engagement, unless such postpetition services and indemnification therefore are approved by this Court; and

b.

the Debtor shall have no obligation to indemnify FTI for any claim or expense that is either (i) judicially determined (the determination having become final) to have arisen primarily from FTI's bad faith, gross negligence or willful misconduct, (ii) if applicable, for a contractual dispute in which the Debtor alleges the breach of FTI's contractual obligations unless the Court determines that indemnification, contribution or reimbursement would be permissible pursuant to In re United Artists Theatre Company. et al., 315 F.3d 217 (3d Cir. (2003), or (iii) settled prior to a judicial determination as to FTI's bad faith, gross negligence or willful misconduct, but determined by this Court, after notice and a hearing pursuant to subparagraph (c) infra, to be a claim or expense for which FTI is not entitled to receive indemnity under the terms of the Application; and

c.

if, before the earlier of (i) the entry of an order confirming a chapter 11 plan in this case (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing this chapter 11 case, FTI believes that it is entitled to the payment of any amounts by the Debtor on

1894.001-W0015651.}

account of the Debtor's indemnification obligations under the Application, including, without limitation, the advancement of defense costs, FTI must file an application therefore in this Court, and the Debtor may not pay any such amounts to FTI before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by FTI for indemnification, and not as a provision limiting the duration of the Debtor's obligation to indemnify FTI; and it is further ORDERED that this court shall retain jurisdiction with respect to all matters arising or related to the implementation of this order. Dated: Wilmington, Delaware 2011

Honorable Kevin Gross Chief Judge, United States Bankruptcy Court

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