Sei sulla pagina 1di 48

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

PERKINS & MARIE CALLENDER’S INC., 1 et al.,

Debtors.

Chapter 11

Case No. 11-11795 (KG)

Jointly Administered

Ref. Docket No. 1022

CERTIFICATION OF COUNSEL REGARDING PROPOSED FIRST (1 ST ) ORDER PURSUANT TO BANKRUPTCY CODE SECTIONS 105, 363(b) AND 365(a) AND BANKRUPTCY RULES 6004 AND 6006, (I) APPROVING THE DEBTORS’ (A) ASSUMPTION OF CERTAIN UNEXPIRED NON-RESIDENTIAL REAL PROPERTY LEASES AND (B) ENTRY INTO CERTAIN AMENDMENTS AND MODIFICATIONS OF SUCH LEASES, AND (II) FIXING CERTAIN CURE AMOUNTS FOR SUCH LEASES

On June 24, 2011, Perkins & Marie Callender’s Inc. (f/k/a The Restaurant

Company) (“PMCI”) and its above-captioned affiliated debtor entities (collectively, with PMCI,

the “Debtors”), by and through their undersigned counsel, filed with this Court the Debtors’

Motion for an Order Pursuant to Bankruptcy Code Sections 105, 363(b) and 365(a) and

Bankruptcy Rules 6004 and 6006, Approving Expedited Procedures for the Debtors’ (I)

Proposed Assumption of Certain Unexpired Non-Residential Real Property Leases, (II) Entry

into Certain Amendments and Modifications to Such Leases, and (III) Fixing of Certain Cure

Amounts for Such Leases [Docket No. 116] (the “Assumption Procedures Motion”). Thereafter,

on July 11, 2011, this Court entered an order granting the relief requested in the Assumption

1 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.

YCST01: 11466413.1

070242.1001

Procedures Motion [Docket No. 181] (as modified, the “Assumption Procedures Order”), 2

thereby establishing certain procedures for the Debtors’ (i) proposed assumption of unexpired

non-residential real property leases, (ii) entry into certain amendments and modifications of such

leases and (iii) fixing of the cure amounts required under section 365(b)(1)(A) of the Bankruptcy

Code for such leases. 3

On September 22, 2011, the Debtors filed that certain First (1 st ) Notice of

Debtors’ (I) Proposed Assumption of Certain Unexpired Non-Residential Real Property Leases,

(II) Entry Into Certain Amendments and Modifications of Such Leases, and (III) Fixing of

Certain Cure Amounts for Such Leases [Docket No. 1022] (the “First Assumption Notice”). In

accordance with the Assumption Procedures Modification Order, the Debtors filed with the

Court, and served on the 2002 List and the non-Debtor counterparties to the affected Assumed

Leases, a redacted version of the First Assumption Notice, and served on the Unredacted

Assumption Notice Parties an unredacted version of the First Assumption Notice.

And

consistent with Local Rule 9018-1(b), concurrently with the filing of this Certification of

Counsel the Debtors have submitted to the Court, for ease of reference, an unredacted copy of

the First Assumption Notice in a prominently marked envelope.

The First Assumption Notice provided that if any party in interest objected to the

assumption by the Debtors of an Assumed Lease (and any amendments and modifications to

such Assumed Lease) identified on Exhibit A to the First Assumption Notice or the Cure

2 Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Assumption Procedures Order and the Assumption Procedures Modification Order (as defined below), as appropriate.

3 On September 14, 2011, this Court entered an order [Docket No. 962] (the “Assumption Procedures Modification Order”) modifying the Assumption Procedures Order to provide that only certain parties in interest shall be required to receive unredacted copies of the Assumed Leases and any amendments and modifications to such Assumed Leases, whereas all other parties required under the Assumption Procedures Order to receive copies of such documents shall receive redacted versions thereof.

YCST01: 11466413.1

2

070242.1001

Amount with respect thereto, such party was required to file and serve a written objection no

later than October 3, 2011 at 4:00 p.m. (prevailing Eastern Time) (the “Objection Deadline”).

The First Assumption Notice further provided that if no timely objection was filed and served

with respect to a particular Assumed Lease (and any amendments and modifications to such

Assumed Lease), the Debtors would be authorized to file with the Court a certification of counsel

requesting the Court to enter a proposed order, substantially in the form annexed as Exhibit C to

the First Assumption Notice (the “Proposed Order”), with respect to such Assumed Lease (and

any amendments and modifications thereto).

Subsequent to the Debtors’ filing of the First Assumption Notice, the following

parties (collectively, the “Respondents,” and together with the Debtors, the “Parties”) filed an

objection to, or otherwise provided the Debtors with an informal response regarding, the First

Assumption Notice:

Marco Polo Inc. [Docket No. 1063]; Hacienda Center II, LLC [informal];

and Copia Group, LLC [informal] (collectively, the “Responses”).

Prior to the Objection

Deadline, no other objections or responses were received by the Debtors to the First Assumption

Notice. In addition, the Debtors determined that they incorrectly listed on Exhibit A to the First

Assumption the Cure Amount for the Assumed Lease of Brian T. Boyd as $5,270.89, when such

amount should have been listed as $5,720.90.

Since the Debtors’ receipt of the Responses, the Debtors have worked with the

Respondents in an effort to the resolve the Responses and have done so through modifications to

the Proposed Order and the proposed Cure Amounts for certain of the Assumed Leases which

are the subject of the Responses.

YCST01: 11466413.1

In light of this, attached hereto as Exhibit 1 is a revised

3

070242.1001

Proposed Order (the “Revised Proposed Order”), together with Exhibit A thereto. 4 The Debtors

believe that notice of the relief requested in the First Assumption Notice was appropriate and

sufficient under the circumstances, and consistent with the Assumption Procedures Order and the

Assumption Procedures Modification Order.

The Debtors further submit that the Revised

Proposed Order is appropriate and consistent with the First Assumption Notice, and that entry of

the order is in the best interests of the Debtors, their estates and creditors. The Respondents have

consented to the entry of the Revised Proposed Order.

Accordingly, the Debtors respectfully request the Court to enter the Revised

Proposed Order, attached hereto as Exhibit 1, without further notice or a hearing.

Dated: October 7, 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, 17 th 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 CALLENDER’S INC., ET AL., Debtors and Debtors-in-Possession

4 For ease of reference, attached hereto as Exhibit 2 is a copy of the Revised Proposed Order marked against the Proposed Order, together with a copy of Exhibit A to the Revised Proposed Order marked against Exhibit A to the First Assumption Notice (the “Blackline”).

01: 11466413.1

4

070242.1001

EXHIBIT 1

Revised Proposed Order

YCST01: 11466413.1

070242.1001

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

PERKINS & MARIE CALLENDER’S INC., 1 et al.,

Debtors.

Chapter 11

Case No. 11-11795 (KG)

Jointly Administered

Ref. Docket Nos. 116, 181, 833, 962, 1022, 1063 and

FIRST (1 ST ) ORDER PURSUANT TO BANKRUPTCY CODE SECTIONS 105, 363(b) AND 365(a) AND BANKRUPTCY RULES 6004 AND 6006, (I) APPROVING THE DEBTORS’ (A) ASSUMPTION OF CERTAIN UNEXPIRED NON-RESIDENTIAL REAL PROPERTY LEASES AND (B) ENTRY INTO CERTAIN AMENDMENTS AND MODIFICATIONS OF SUCH LEASES, AND (II) FIXING CERTAIN CURE AMOUNTS FOR SUCH LEASES

Upon consideration of (i) the First (1 st ) Notice of Debtors’ (I) Proposed Assumption of

Certain Unexpired Non-Residential Real Property Leases, (II) Entry Into Certain Amendments

and Modifications of Such Leases, and (III) Fixing of Certain Cure Amounts for Such Leases

[Docket No. 1022] (the “Assumption Notice”) and (ii) the Certification of Counsel Regarding

Proposed First (1 st ) Order Pursuant to Bankruptcy Code Sections 105, 363(b) and 365(a) and

Bankruptcy Rules 6004 and 6006, (I) Approving the Debtors’ (A) Assumption of Certain

Unexpired Non-Residential Real Property Leases and (B) Entry Into Certain Amendments and

Modifications of Such Leases, and (II) Fixing Certain Cure Amounts for Such Leases; and the

Court having previously entered that certain (i) Order Pursuant to Bankruptcy Code Sections

105, 363(b) and 365(a) and Bankruptcy Rules 6004 and 6006, Approving Expedited Procedures

for the Debtors’ (I) Proposed Assumption of Certain Unexpired Non-Residential Real Property

1 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.

YCST01:11340211.1

070242.1001

Leases, (II) Entry Into Certain Amendments and Modifications of Such Leases, and (III) Fixing

of Certain Cure Amounts for Such Leases [Docket No. 181] (as modified, the “Assumption

Procedures Order”) 2 and (ii) Order Pursuant to Section 107(b) of the Bankruptcy Code and

Bankruptcy Rule 9018 Modifying That Certain Order Pursuant to Bankruptcy Code Sections

105, 363(b) and 365(a) and Bankruptcy Rules 6004 and 6006, Approving Expedited Procedures

for the Debtors’ (I) Proposed Assumption of Certain Unexpired Non-Residential Real Property

Leases, (II) Entry Into Certain Amendments and Modifications of Such Leases, and (III) Fixing

of Certain Cure Amounts for Such Leases [Docket No. 962]; and the Court having jurisdiction

over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and this is a core proceeding pursuant to

28 U.S.C. § 157(b)(2); and the Debtors having properly filed and served the Assumption Notice

in accordance with the terms of the Assumption Procedures Order in respect of the Assumed

Leases (as defined below); and no timely objections having been filed to the assumption of such

Assumed Leases and the Cure Amounts (as defined below) with respect thereto; and due and

proper notice of the Assumption Procedures Order and the Assumption Notice having been

provided, and it appearing that no other notice need be provided; and after due deliberation and

sufficient cause appearing therefor; it is hereby

ORDERED, ADJUDGED AND DECREED that:

1. Pursuant to section 365 of the Bankruptcy Code, the Debtors are authorized to

assume the leases, and any amendments and modifications to such leases, identified on Exhibit A

hereto (collectively, the “Assumed Leases”) upon the Debtors’ satisfaction of the cure amounts

required under section 365(b)(1)(A) of the Bankruptcy Code (collectively, the “Cure Amounts”)

for such Assumed Leases.

The Cure Amounts for the Assumed Leases shall be those amounts

2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Assumption Procedures Order.

YCST01:11340211.1

2

070242.1001

identified on Exhibit A to this Order, which amounts were previously identified in the

Assumption Notice (with the exception of the amounts for the Assumed Leases of Hacienda

Center II, LLC, Copia Group, LLC, and Brian T. Boyd, which amounts were modified by the

Debtors subsequent to the filing of the Assumption Notice with the consent of such parties).

Such Cure Amounts, as to all parties in interest, including, without limitation, the non-Debtor

counterparties to the Assumed Leases, are hereby (a) fixed and binding and (b) deemed

consented to, and as it pertains to such Assumed Leases such parties in interest shall be forever

(x) bound by such Cure Amounts and (y) barred and estopped from asserting or claiming against

the Debtors that (i) any additional amounts are due or other defaults exist, (ii) additional

conditions to assumption must be satisfied by the Debtors or (iii) there is any objection or

defense with respect to the assumption.

2. Pursuant to section 363(b) of the Bankruptcy Code, the Debtors (i) are authorized

to enter into any amendments and modifications to the Assumed Leases that are identified on

Exhibit A to this Order, which amendments and modifications were previously identified on

Exhibit A to the Assumption Notice and attached to the Assumption Notice, and (ii) are

authorized and empowered to take any and all steps and to perform such other and further actions

as are necessary to carry out, effectuate, or otherwise enforce the terms, conditions and

provisions of any such amendments and modifications.

3. Notwithstanding anything to the contrary in this Order, any payment made or to

be made under this Order, and any authorization contained in this Order, shall be subject to the

requirements imposed on the Debtors under any Order(s) of this Court approving the Debtors’

debtor-in-possession financing facility and use of cash collateral and any budget in connection

therewith.

YCST01:11340211.1

3

070242.1001

4.

The Debtors are authorized to take any action necessary to implement the terms of

this Order without further order from this Court.

5. Notwithstanding any applicability of Bankruptcy Rules 6004, 6006 and 7062, this

Order shall be effective and enforceable immediately upon its entry.

6. This Order shall be deemed a separate Order with respect to each of the Assumed

Leases.

7. This Court shall retain jurisdiction with respect to all matters arising from or

related to the interpretation or implementation of this Order.

Date: October

YCST01:11340211.1

,

2011

KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

4

070242.1001

070242.1001

YCST01: 11457115.2

EXHIBIT A ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT Business Facilities Lease and First
EXHIBIT A
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
Business Facilities Lease and First Amendment
thereto dated June 22, 2006 and August 4, 2006,
Landlord:
Second Amendment To Business Facilities Lease
Between G & G of Palm Coast Inc. and Perkins &
Marie Callender’s, Inc. f/k/a The Restaurant
Company executed on August 5, 2011, but
effective as of June 1, 2011
$ 5,264.37
respectively
G
& G of Palm Coast, Inc., a Florida corporation
c/o Dale Martin
2801 S. Nova Road
South Daytona, FL 32119
Property located at 1000 Palm Coast Parkway
N.W., in the City of Palm Coast, Flagler County,
Florida
Business Facilities Lease and First Amendment
$.00
thereto dated June 22, 2006 and August 4, 2006,
respectively
Landlord:
Second Amendment To Business Facilities Lease
Between M & M of Daytona LLC and Perkins &
Marie Callender’s, Inc., f/k/a The Restaurant
Company executed on August 5, 2011, but
effective as of June 1, 2011
M
& M of Daytona, LLC, a Florida limited
liability corporation
c/o Dale Martin
2801 South Nova Road
South Daytona, FL 32119
Property located at 1405 N. Woodland Boulevard,
in
the City of Deland, Volusia County, Florida

070242.1001

2

YCST01: 11457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT Lease and First Amendment thereto dated February
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
Lease and First Amendment thereto dated February
14, 1992 and June 25, 2009, respectively
Second Amendment To Lease executed on July 13,
2011, but effective as of July 1, 2011
$.00
Landlord:
Mary Frundt Cornell, Successor Trustee of The
Thomas E. Frundt Revocable Living Trust U/A
dated, October 29, 1992 and Successor Trustee of
the Anne J. Frundt Revocable Living Trust U/A
dated October 29, 1992
21 Valerie Lane
Mahopac, NY 10541
Property located at 1551 Del Prado Boulevard, S,
in the City of Cape Coral, Lee County, Florida
Lease Agreement and Rent Addendum thereto,
both dated June 29, 2005, together with the First
Amendment thereto dated June 1, 2009
Second Amendment To Lease executed on July 28,
2011, but effective as of July 1, 2011
$.00
Landlord:
Marco Polo, Inc., a California corporation
c/o Cindy Tom or Chris Espineli
11455 El Camino Real, Suite 305
San Diego, CA 92130
Property located at 6779 East State Street, in the
City of Rockford, Winnebago County, Illinois

070242.1001

3

YCST01: 11457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT Lease Agreement and Rent Addendum thereto, both
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
Lease Agreement and Rent Addendum thereto,
both dated June 29, 2005
First Amendment To Lease executed on August 3,
2011, but effective as of July 1, 2011
$.00
Landlord:
Mitchel Cory Family, LLC, a California limited
liability company
c/o Kristin Lithopoulos
3388 Rancho Diego Circle
El Cajon, CA 92019
Attorney for Landlord:
Todd E. Leigh, Esq.
Procopio, Cory, Hargreaves & Savitch LLP
525 B Street, Suite 2200
San Diego, CA 92101
Property located at 12015 Melody Drive, in the
City of Westminster, Adams County, Colorado

070242.1001

4

YCST01: 11457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT Lease Agreement and Rent Addendum thereto, both
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
Lease Agreement and Rent Addendum thereto,
both dated June 29, 2005, together with the First
Amendment thereto dated August 1, 2009
Second Amendment To Lease executed on July 19,
$3,200.00
2011
Landlord:
Lidia Chang and David Willner, Trustees of The
Chang Willner Family Trust dated August 13,
1997
11081 Puebla Drive
La Mesa, CA 91941
Attorney for Landlord:
Ryan P. Thompson, Esq.
Silton, Seifer, Carlson, S.C.
331 East Washington Street
Appleton, WI 54911
Property located at 3030 East College Avenue, in
the City of Appleton, Outagamie County,
Wisconsin

070242.1001

5

YCST01: 11457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT Lease Agreement and Rent Addendum thereto, both
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
Lease Agreement and Rent Addendum thereto,
both dated June 29, 2005
First Amendment To Lease executed on July 19,
2011, but effective as of June 1, 2011
$4,650.00
Landlord:
Desertvest LLC, a Pennsylvania limited liability
company, as to an undivided 39% interest, J. Bean,
LLC, a Pennsylvania limited liability company, as
to an undivided 22% interest and Vegavest, LLC, a
Pennsylvania limited liability company, as to an
undivided 39% interest
c/o David Hoffman
1215 New Church Court
Ambler, PA 19002
Property located at 3400 Lehigh Street, in the City
of Allentown, Lehigh County, Pennsylvania
Lease Agreement and Rent Addendum thereto,
both dated June 29, 2005
First Amendment To Lease executed on August 2,
2011, but effective as of July 1, 2011
$5,720.90
Landlord:
Brian T. Boyd
179 Niblick Road #430
Paso Robles, CA 93446
Property located at 1850 N. Henderson Street, in
the City of Galesburg, Knox County, Illinois
ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT Lease Agreement and Rent Addendum thereto, both
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
Lease Agreement and Rent Addendum thereto,
both dated June 29, 2005
First Amendment To Lease executed on July 1,
2011, but effective as of June 1, 2011
$8,233.33
Landlord:
Copia Group LLC, a Washington limited liability
company
c/o Yoomi Getz
3437 Corte Altura
Carlsbad, CA 92009
Attorney for Landlord:
K. Todd Curry, Esq.
Curry & Associates
525
B. Street, Suite 1500
San Diego, CA 92101
Property located at 1810 West War Memorial
Drive, in the City of Peoria, Peoria County, Illinois
Lease Agreement and Rent Addendum thereto,
$4,166.67
both dated June 29, 2005
First Amendment To Lease executed on July 28,
2011, but effective as of June 1, 2011
Landlord:
1450 MacArthur Associates L.P., a Pennsylvania
limited partnership
c/o Kevin Kroiz
First Capital Realty, Inc.
505
W. Germantown Pike, Suite 200
Plymouth Meeting, PA 19462
Property located at 1450 MacArthur Road, in the
City of Whitehall, Lehigh County, Pennsylvania
6
YCST01: 11457115.2
070242.1001
ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT Lease Agreement and Rent Addendum thereto, both
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
Lease Agreement and Rent Addendum thereto,
both dated June 29, 2005, together with the First
Amendment thereto dated July 1, 2009
Second Amendment To Lease executed on July 13,
2011, but effective as of July 1, 2011
$.00
Landlord:
Edward H. Leung, an unmarried man, Gary Hau-
Kwan Leung and Rhoda Fok Leung, husband and
wife, Chadwick Kok-Ying Lau and Janifer Wai-
Sum Leung-Lau, husband and wife and Peter H.
Leung and Lewes W. Leung, husband and wife
c/o Edward H. Leung
10821 Via Cascabel
San Diego, CA 92124
Property located at 3005 Highway 10 East, in the
City of Moorhead, Clay County, Minnesota
Lease Agreement dated September 5, 1975 and
First, Second and Third Addendums thereto dated
November 25, 1975, March 30, 1976 and 1977,
respectively, Agreement dated August 7, 1985 and
Fourth and Fifth Addendums dated December 19,
2000 and March 20, 2009, respectively
Sixth Addendum to Lease executed on August 1,
2011, but effective as of June 1, 2011
$3,166.67
Landlord:
Karl H. Keller, Trustee of The KHKEL Trust dated
March 18, 2010
2260 Rutherford Road, Suite 1077
Carlsbad, CA 92008
Property located at 515 W. 13 th Street, in the City
of Escondido, San Diego County, California
7
YCST01: 11457115.2
070242.1001
ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT Shopping Center Lease dated January 1, 1993
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
Shopping Center Lease dated January 1, 1993 and
First and Second Amendments thereto dated
November 12, 2003 and February 1, 2008,
respectively
Third Amendment To Lease executed on August 4,
2011, but effective as of July 1, 2011
$.00
Landlord:
E.P. & G. Properties, No. 5, LLC, a Delaware
limited liability company
c/o Sunrise Plaza
Portfolio Realty Management, Inc.
4010 Moorpark Avenue, Suite 111
San Jose, CA 95117
Attn: John D. Love, LPM
Property located at 620 Blossom Hill Road, in the
City of San Jose, Santa Clara County, California
Lease Agreement dated June 29,1990 and First
Amendment thereto dated May 6, 1993,
Amendment and Extension of Lease dated May 9,
2005 and Second Amendment and Extension of
Lease dated January 28, 2010.
Fourth Amendment of Lease executed on August
2, 2011, but effective as of June 1, 2011
$6,973.96
Landlord:
Hacienda Center II, LLC, a California limited
liability company
c/o Virginia Formico Satariano
BP Management, Inc.
753 E. El Camino Real
Sunnyvale, CA 94087
Property located at 751 East El Camino Real, in
the City of Sunnyvale, Santa Clara County,
California
8
YCST01: 11457115.2
070242.1001

070242.1001

9

YCST01: 11457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT Lease dated June 29, 1993 and First,
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
Lease dated June 29, 1993 and First, Second and
Third Amendments thereto dated September 27,
1993, May 1, 2004 and July 1, 2009, respectively
Fourth Amendment To Lease executed on August
9, 2011, but effective as of July 1, 2011
$.00
Landlord:
Ann S. Cunningham, as Trustee of the Ann S.
Cunningham Trust dated December 16, 2008
684
Pompano Drive
Naples, FL 34110
Attorney for Landlord:
Randy Meyenberg, Esq.
Noland, Hamerly, Etienne and Hoss, P.C.
333
Salinas Street, Salinas, CA 93901
Property located at 18599 Sutter Boulevard, in the
City of Morgan Hill, Santa Clara County,
California

070242.1001

10

YCST01: 11457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT Lease Agreement dated October 10, 1996 and
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
Lease Agreement dated October 10, 1996 and First
and Second Amendments thereto dated October
24, 1996 and November 8, 2010, respectively
Third Amendment To Lease executed on August
10, 2011, but effective as of July 1, 2011
$.00
Landlord:
Drury Southwest, Inc., a Missouri corporation
c/o Carolyn F. Bohnert
Sr. Vice President
101 S. Farrar Drive
Cape Girardeau, MO 63702
With a copy to:
Jennifer S. Kornblum
Corporate Counsel
Property located at 8450 Interstate Highway 35
North, in the City of Windcrest, Bexar County,
Texas
ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT Lease Agreement and Rent Addendum thereto, both
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
Lease Agreement and Rent Addendum thereto,
both dated June 29, 2005
First Amendment To Lease executed on August
17, 2011, but effective as of June 1, 2011
$3,660.00
Landlord:
Segura Investors VIII, LLC, a Delaware limited
liability company, as to an undivided 50% interest
and Segura Investors IX, LLC, a Delaware limited
liability company, as to an undivided 50% interest
c/o Dennis Gura
1112 Montana Avenue, Suite 722
Santa Monica, CA 90403
Attorney for Landlord:
Brett Barenholtz, Esq.
Ephron & Barenholtz
1901 Avenue of the Stars, Suite 1030
Los Angeles, CA 90067-6012
Property located at 1495 Simms Street, in the City
of Golden, Jefferson County, Colorado
Lease Agreement and Rent Addendum thereto,
both dated June 29, 2005 and First and Second
Amendments thereto dated October 8, 2008 and
August 4, 2009, respectively
Third Amendment To Lease executed on August
17, 2011, but effective as of July 1, 2011
$.00
Landlord:
Bernard G. Tohl and Janet Tohl, Trustees of the
Amended and Restated Tohl Living Trust Under
Trust Agreement Dated September 20, 1979
848 North La Cienega Boulevard, Suite 207
Los Angeles, CA 90069
Property located at 5170 W. Irlo Bronson
Highway, City of Kissimmee, Osceola County,
Florida
11
YCST01: 11457115.2
070242.1001
ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT Lease Agreement dated October 3, 1977 and
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
Lease Agreement dated October 3, 1977 and First
and Second and Third Addendums thereto dated
September 15, 1979, October 23, 1979 and April
30, 2009 respectively
Fourth Addendum To Lease executed on August
16, 2011, but effective as of July 1, 2011
$.00
Landlord:
Margus Limited, a California limited partnership
c/o Thomas Yaberg
38
Serape Place
Camarillo, CA 93010
Property located at 1295 S. Victoria Avenue in the
City of Ventura, Ventura County, California
Lease Agreement dated Sept. 24, 1976 and First,
Second, Third and Fourth Amendments thereto
Fifth Amendment To Lease executed on August
18, 2011, but effective as of July 1, 2011
$.00
dated December 7, 1977, March 12, 1979, January
25, 2000 and November 30, 2000, respectively
Landlord:
Craig P. Brown and Janet E. Brown, Trustees of
the Craig and Janet Brown Family Trust Dated
December 17, 1991, as to an undivided one-half
interest and Craig P. Brown, Trustee of the Brown
Family Decedent’s Trust, Created July 15, 2007, as
to an undivided one-half interest.
c/o Wohl Investment Company, Peter Desforges,
President
14
Corporate Plaza, Suite 110
Newport Beach, CA 92660
Property located at 307 E. Katella Avenue in the
City of Orange, Orange County, California
12
YCST01: 11457115.2
070242.1001

070242.1001

13

YCST01: 11457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT Lease Agreement and First Addendum thereto, dated
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
Lease Agreement and First Addendum thereto,
dated August 28, 2007 and March 14, 2008,
respectively
Second Addendum To Lease executed on August
23, 2011, but effective as of September 1, 2011
$.00
Landlord:
DH Prime Development, Inc., a Wisconsin
corporation
Robert E. Drifka, Vice President
N9601 Crystal Drive
Appleton, WI 54915
Property located at 1121 Westowne Drive in the
City of Neenah, Winnebago, County, Wisconsin
Lease Agreement and Rent Addendum thereto,
both dated July 25, 2006
First Amendment To Lease executed on August
23, 2011, but effective as of August 1, 2011
$.00
Landlord:
Erland L Stenberg and Mary Ann Stenberg,
Trustees of the Stenberg Family 2005 Trust
4691 Chileno Valley Road
Petaluma, CA 94952
Attorney for Landlord:
Bradley S. Hindley, Esq.
105 Morris Street, Suite 196
Sebastopol, CA 95472
Property located at 9202 South Federal Highway in
the City of Port St. Lucie, St. Lucie County,
Florida

070242.1001

14

YCST01: 11457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT Lease Agreement and Rent Addendum thereto, both
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
Lease Agreement and Rent Addendum thereto,
both dated June 29, 2005
First Amendment To Lease executed on August
23, 2011, but effective as of July 1, 2011
$.00
Landlord:
Panas Investments, LLC, a Minnesota limited
liability company
Raji & Harjit Madan
c/o New Links Ltd
2 Marsh Ridge Road
North Oaks, MN 55127
Attorney for Landlord:
Thomas P. Harlan, Esq.
Madigan, Dahl & Harlan, PA
Campbell Mithun Tower
222 South Ninth Street, Suite 3150
Minneapolis, MN 55402
Property located at 1205 1 st Avenue East in the
City of Shakopee, Scott County, Minnesota

YCST01: 11466413.1

EXHIBIT 2

Blackline

070242.1001

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

PERKINS & MARIE CALLENDER’S INC., 1 et al.,

Debtors.

Chapter 11

Case No. 11-11795 (KG)

Jointly Administered

Ref. Docket Nos. 116, 181, 833, 962, 1022, and 1063 and

FIRST (1 ST ) ORDER PURSUANT TO BANKRUPTCY CODE SECTIONS 105, 363(b) AND 365(a) AND BANKRUPTCY RULES 6004 AND 6006, (I) APPROVING THE DEBTORS’ (A) ASSUMPTION OF CERTAIN UNEXPIRED NON-RESIDENTIAL REAL PROPERTY LEASES AND (B) ENTRY INTO CERTAIN AMENDMENTS AND MODIFICATIONS OF SUCH LEASES, AND (II) FIXING CERTAIN CURE AMOUNTS FOR SUCH LEASES

Upon consideration of (i) the First (1 st ) Notice of Debtors’ (I) Proposed Assumption of

Certain Unexpired Non-Residential Real Property Leases, (II) Entry Into Certain Amendments

and Modifications of Such Leases, and (III) Fixing of Certain Cure Amounts for Such Leases

[Docket No. 1022] (the “Assumption Notice”) and (ii) the Certification of Counsel Regarding

Proposed First (1 st ) Order Pursuant to Bankruptcy Code Sections 105, 363(b) and 365(a) and

Bankruptcy Rules 6004 and 6006, (I) Approving the Debtors’ (A) Assumption of Certain

Unexpired Non-Residential Real Property Leases and (B) Entry Into Certain Amendments and

Modifications of Such Leases, and (II) Fixing Certain Cure Amounts for Such Leases; and the

Court having previously entered that certain (i) Order Pursuant to Bankruptcy Code Sections 105,

363(b) and 365(a) and Bankruptcy Rules 6004 and 6006, Approving Expedited Procedures for the

Debtors’ (I) Proposed Assumption of Certain Unexpired Non-Residential Real Property Leases,

1 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.

YCST01:11340211.1

070242.1001

(II) Entry Into Certain Amendments and Modifications of Such Leases, and (III) Fixing of Certain

Cure Amounts for Such Leases [Docket No. 181] (as modified, the “Assumption Procedures

Order”) 2 and (ii) Order Pursuant to Section 107(b) of the Bankruptcy Code and Bankruptcy Rule

9018 Modifying That Certain Order Pursuant to Bankruptcy Code Sections 105, 363(b) and 365(a)

and Bankruptcy Rules 6004 and 6006, Approving Expedited Procedures for the Debtors’ (I)

Proposed Assumption of Certain Unexpired Non-Residential Real Property Leases, (II) Entry Into

Certain Amendments and Modifications of Such Leases, and (III) Fixing of Certain Cure Amounts

for Such Leases [Docket No. 962]; and the Court having jurisdiction over this matter pursuant to

28 U.S.C. §§ 157 and 1334; and this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and

the Debtors having properly filed and served the Assumption Notice in accordance with the terms

of the Assumption Procedures Order in respect of the Assumed Leases (as defined below); and no

timely objections having been filed to the assumption of such Assumed Leases and the Cure

Amounts (as defined below) with respect thereto; and due and proper notice of the Assumption

Procedures Order and the Assumption Notice having been provided, and it appearing that no other

notice need be provided; and after due deliberation and sufficient cause appearing therefor; it is

hereby

ORDERED, ADJUDGED AND DECREED that:

1. Pursuant to section 365 of the Bankruptcy Code, the Debtors are authorized to

assume the leases, and any amendments and modifications to such leases, identified on Exhibit A

hereto (collectively, the “Assumed Leases”) upon the Debtors’ satisfaction of the cure amounts

required under section 365(b)(1)(A) of the Bankruptcy Code (collectively, the “Cure Amounts”)

for such Assumed Leases.

The Cure Amounts for the Assumed Leases shall be those amounts

2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Assumption Procedures Order.

YCST01:11340211.1

2

070242.1001

identified on Exhibit A to this Order, which amounts were previously identified in the Assumption

Notice (with the exception of the amounts for the Assumed Leases of Hacienda Center II, LLC,

Copia Group, LLC, and Brian T. Boyd, which amounts were modified by the Debtors subsequent

to the filing of the Assumption Notice with the consent of such parties). Such Cure Amounts, as to

all parties in interest, including, without limitation, the non-Debtor counterparties to the Assumed

Leases, are hereby (a) fixed and binding and (b) deemed consented to, and as it pertains to such

Assumed Leases such parties in interest shall be forever (x) bound by such Cure Amounts and (y)

barred and estopped from asserting or claiming against the Debtors that (i) any additional amounts

are due or other defaults exist, (ii) additional conditions to assumption must be satisfied by the

Debtors or (iii) there is any objection or defense with respect to the assumption.

2. Pursuant to section 363(b) of the Bankruptcy Code, the Debtors (i) are authorized

to enter into any amendments and modifications to the Assumed Leases that are identified on

Exhibit A to this Order, which amendments and modifications were previously identified on

Exhibit A to the Assumption Notice and attached to the Assumption Notice, and (ii) are authorized

and empowered to take any and all steps and to perform such other and further actions as are

necessary to carry out, effectuate, or otherwise enforce the terms, conditions and provisions of any

such amendments and modifications.

3. Notwithstanding anything to the contrary in this Order, any payment made or to be

made under this Order, and any authorization contained in this Order, shall be subject to the

requirements imposed on the Debtors under any Order(s) of this Court approving the Debtors’

debtor-in-possession financing facility and use of cash collateral and any budget in connection

therewith.

YCST01:11340211.1

3

070242.1001

4.

The Debtors are authorized to take any action necessary to implement the terms of

this Order without further order from this Court.

5. Notwithstanding any applicability of Bankruptcy Rules 6004, 6006 and 7062, this

Order shall be effective and enforceable immediately upon its entry.

6. This Order shall be deemed a separate Order with respect to each of the Assumed

Leases.

7. This Court shall retain jurisdiction with respect to all matters arising from or related

to the interpretation or implementation of this Order.

Date: October

,

2011

KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

YCST01:11340211.1

4

070242.1001

EXHIBIT A ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND
EXHIBIT A
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Business Facilities Lease and First
Amendment thereto dated June 22, 2006
and August 4, 2006, respectively
Second Amendment To Business Facilities
Lease Between G & G of Palm Coast Inc.
and Perkins & Marie Callender’s, Inc. f/k/a
The Restaurant Company executed on
August 5, 2011, but effective as of June 1,
$ 5,264.37
Exhibit B1
Landlord:
G
& G of Palm Coast, Inc., a Florida
2011
corporation
c/o Dale Martin
2801
S. Nova Road
South Daytona, FL 32119
Property located at 1000 Palm Coast
Parkway N.W., in the City of Palm Coast,
Flagler County, Florida
Business Facilities Lease and First
Second Amendment To Business Facilities
$.00
Exhibit B2
Amendment thereto dated June 22, 2006
Lease Between M & M of Daytona LLC
and August 4, 2006, respectively
Landlord:
and Perkins & Marie Callender’s, Inc., f/k/a
The Restaurant Company executed on
August 5, 2011, but effective as of June 1,
M
& M of Daytona, LLC, a Florida limited
2011
liability corporation
c/o Dale Martin
2801
South Nova Road
South Daytona, FL 32119
Property located at 1405 N. Woodland
Boulevard, in the City of Deland, Volusia
County, Florida
YCST01: 11457115.111457115.2
070242.1001
ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease and First Amendment thereto dated
February 14, 1992 and June 25, 2009,
respectively
Second Amendment To Lease executed on
July 13, 2011, but effective as of July 1,
$.00
Exhibit B3
2011
Landlord:
Mary Frundt Cornell, Successor Trustee of
The Thomas E. Frundt Revocable Living
Trust U/A dated, October 29, 1992 and
Successor Trustee of the Anne J. Frundt
Revocable Living Trust U/A dated October
29, 1992
21 Valerie Lane
Mahopac, NY 10541
Property located at 1551 Del Prado
Boulevard, S, in the City of Cape Coral,
Lee County, Florida
Lease Agreement and Rent Addendum
thereto, both dated June 29, 2005, together
with the First Amendment thereto dated
June 1, 2009
Second Amendment To Lease executed on
July 28, 2011, but effective as of July 1,
$.00
Exhibit B4
2011
Landlord:
Marco Polo, Inc., a California corporation
c/o Cindy Tom or Chris Espineli
11455 El Camino Real, Suite 305
San Diego, CA 92130
Property located at 6779 East State Street,
in the City of Rockford, Winnebago
County, Illinois
2
YCST01: 11457115.111457115.2
070242.1001

070242.1001

3 YCST01: 11457115.111457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease Agreement and Rent Addendum
thereto, both dated June 29, 2005
First Amendment To Lease executed on
August 3, 2011, but effective as of July 1,
$.00
Exhibit B5
2011
Landlord:
Mitchel Cory Family, LLC, a California
limited liability company
c/o Kristin Lithopoulos
3388 Rancho Diego Circle
El Cajon, CA 92019
Attorney for Landlord:
Todd E. Leigh, Esq.
Procopio, Cory, Hargreaves & Savitch LLP
525 B Street, Suite 2200
San Diego, CA 92101
Property located at 12015 Melody Drive,
in the City of Westminster, Adams County,
Colorado

070242.1001

4 YCST01: 11457115.111457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease Agreement and Rent Addendum
thereto, both dated June 29, 2005, together
with the First Amendment thereto dated
August 1, 2009
Second Amendment To Lease executed on
July 19, 2011
$3,200.00
Exhibit B6
Landlord:
Lidia Chang and David Willner, Trustees
of The Chang Willner Family Trust dated
August 13, 1997
11081 Puebla Drive
La Mesa, CA 91941
Attorney for Landlord:
Ryan P. Thompson, Esq.
Silton, Seifer, Carlson, S.C.
331 East Washington Street
Appleton, WI 54911
Property located at 3030 East College
Avenue, in the City of Appleton,
Outagamie County, Wisconsin
ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease Agreement and Rent Addendum
thereto, both dated June 29, 2005
First Amendment To Lease executed on
July 19, 2011, but effective as of June 1,
$4,650.00
Exhibit B7
2011
Landlord:
Desertvest LLC, a Pennsylvania limited
liability company, as to an undivided 39%
interest, J. Bean, LLC, a Pennsylvania
limited liability company, as to an
undivided 22% interest and Vegavest,
LLC, a Pennsylvania limited liability
company, as to an undivided 39% interest
c/o David Hoffman
1215 New Church Court
Ambler, PA 19002
Property located at 3400 Lehigh Street, in
the City of Allentown, Lehigh County,
Pennsylvania
Lease Agreement and Rent Addendum
thereto, both dated June 29, 2005
First Amendment To Lease executed on
August 2, 2011, but effective as of July 1,
$5,270.895,720.90
Exhibit B8
2011
Landlord:
Brian T. Boyd
179 Niblick Road #430
Paso Robles, CA 93446
Property located at 1850 N. Henderson
Street, in the City of Galesburg, Knox
County, Illinois
5
YCST01: 11457115.111457115.2
070242.1001

070242.1001

6 YCST01: 11457115.111457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease Agreement and Rent Addendum
thereto, both dated June 29, 2005
First Amendment To Lease executed on
July 1, 2011, but effective as of June 1,
$5,833.338,233.33
Exhibit B9
2011
Landlord:
Copia Group LLC, a Washington limited
liability company
c/o Yoomi Getz
3437 Corte Altura
Carlsbad, CA 92009
Attorney for Landlord:
K. Todd Curry, Esq.
Curry & Associates
525 B. Street, Suite 1500
San Diego, CA 92101
Property located at 1810 West War
Memorial Drive, in the City of Peoria,
Peoria County, Illinois

070242.1001

7 YCST01: 11457115.111457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease Agreement and Rent Addendum
thereto, both dated June 29, 2005
First Amendment To Lease executed on
July 28, 2011, but effective as of June 1,
$4,166.67
Exhibit B10
2011
Landlord:
1450 MacArthur Associates L.P., a
Pennsylvania limited partnership
c/o Kevin Kroiz
First Capital Realty, Inc.
505 W. Germantown Pike, Suite 200
Plymouth Meeting, PA 19462
Property located at 1450 MacArthur Road,
in the City of Whitehall, Lehigh County,
Pennsylvania

070242.1001

8 YCST01: 11457115.111457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease Agreement and Rent Addendum
thereto, both dated June 29, 2005, together
with the First Amendment thereto dated
July 1, 2009
Second Amendment To Lease executed on
July 13, 2011, but effective as of July 1,
$.00
Exhibit B11
2011
Landlord:
Edward H. Leung, an unmarried man, Gary
Hau-Kwan Leung and Rhoda Fok Leung,
husband and wife, Chadwick Kok-Ying
Lau and Janifer Wai-Sum Leung-Lau,
husband and wife and Peter H. Leung and
Lewes W. Leung, husband and wife
c/o Edward H. Leung
10821 Via Cascabel
San Diego, CA 92124
Property located at 3005 Highway 10 East,
in the City of Moorhead, Clay County,
Minnesota

070242.1001

9 YCST01: 11457115.111457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease Agreement dated September 5, 1975
and First, Second and Third Addendums
thereto dated November 25, 1975, March
30, 1976 and 1977, respectively,
Agreement dated August 7, 1985 and
Fourth and Fifth Addendums dated
December 19, 2000 and March 20, 2009,
respectively
Sixth Addendum to Lease executed on
August 1, 2011, but effective as of June 1,
$3,166.67
Exhibit B12
2011
Landlord:
Karl H. Keller, Trustee of The KHKEL
Trust dated March 18, 2010
2260 Rutherford Road, Suite 1077
Carlsbad, CA 92008
Property located at 515 W. 13 th Street, in
the City of Escondido, San Diego County,
California

070242.1001

10 YCST01: 11457115.111457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Shopping Center Lease dated January 1,
Third Amendment To Lease executed on
August 4, 2011, but effective as of July 1,
$.00
Exhibit B13
1993
and First and Second Amendments
thereto dated November 12, 2003 and
2011
February 1, 2008, respectively
Landlord:
E.P. & G. Properties, No. 5, LLC, a
Delaware limited liability company
c/o Sunrise Plaza
Portfolio Realty Management, Inc.
4010
Moorpark Avenue, Suite 111
San Jose, CA 95117
Attn: John D. Love, LPM
Property located at 620 Blossom Hill Road,
in the City of San Jose, Santa Clara
County, California

070242.1001

11 YCST01: 11457115.111457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease Agreement dated June 29,1990 and
First Amendment thereto dated May 6,
1993, Amendment and Extension of Lease
dated May 9, 2005 and Second
Amendment and Extension of Lease dated
January 28, 2010.
Fourth Amendment of Lease executed on
August 2, 2011, but effective as of June 1,
$6,193.006,973.96
Exhibit B14
2011
Landlord:
Hacienda Center II, LLC, a California
limited liability company
c/o Virginia Formico Satariano
BP Management, Inc.
753 E. El Camino Real
Sunnyvale, CA 94087
Property located at 751 East El Camino
Real, in the City of Sunnyvale, Santa Clara
County, California

070242.1001

12 YCST01: 11457115.111457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease dated June 29, 1993 and First,
Second and Third Amendments thereto
dated September 27, 1993, May 1, 2004
and July 1, 2009, respectively
Fourth Amendment To Lease executed on
August 9, 2011, but effective as of July 1,
$.00
Exhibit B15
2011
Landlord:
Ann S. Cunningham, as Trustee of the Ann
S. Cunningham Trust dated December 16,
2008
684
Pompano Drive
Naples, FL 34110
Attorney for Landlord:
Randy Meyenberg, Esq.
Noland, Hamerly, Etienne and Hoss, P.C.
333
Salinas Street, Salinas, CA 93901
Property located at 18599 Sutter
Boulevard, in the City of Morgan Hill,
Santa Clara County, California

070242.1001

13 YCST01: 11457115.111457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease Agreement dated October 10, 1996
and First and Second Amendments thereto
dated October 24, 1996 and November 8,
2010, respectively
Third Amendment To Lease executed on
August 10, 2011, but effective as of July 1,
$.00
Exhibit B16
2011
Landlord:
Drury Southwest, Inc., a Missouri
corporation
c/o Carolyn F. Bohnert
Sr. Vice President
101 S. Farrar Drive
Cape Girardeau, MO 63702
With a copy to:
Jennifer S. Kornblum
Corporate Counsel
Property located at 8450 Interstate
Highway 35 North, in the City of
Windcrest, Bexar County, Texas

070242.1001

14 YCST01: 11457115.111457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease Agreement and Rent Addendum
thereto, both dated June 29, 2005
First Amendment To Lease executed on
August 17, 2011, but effective as of June 1,
$3,660.00
Exhibit B17
2011
Landlord:
Segura Investors VIII, LLC, a Delaware
limited liability company, as to an
undivided 50% interest and Segura
Investors IX, LLC, a Delaware limited
liability company, as to an undivided 50%
interest
c/o Dennis Gura
1112
Montana Avenue, Suite 722
Santa Monica, CA 90403
Attorney for Landlord:
Brett Barenholtz, Esq.
Ephron & Barenholtz
1901
Avenue of the Stars, Suite 1030
Los Angeles, CA 90067-6012
Property located at 1495 Simms Street, in
the City of Golden, Jefferson County,
Colorado

070242.1001

15 YCST01: 11457115.111457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease Agreement and Rent Addendum
thereto, both dated June 29, 2005 and First
and Second Amendments thereto dated
October 8, 2008 and August 4, 2009,
respectively
Third Amendment To Lease executed on
August 17, 2011, but effective as of July 1,
$.00
Exhibit B18
2011
Landlord:
Bernard G. Tohl and Janet Tohl, Trustees
of the Amended and Restated Tohl Living
Trust Under Trust Agreement Dated
September 20, 1979
848 North La Cienega Boulevard, Suite
207
Los Angeles, CA 90069
Property located at 5170 W. Irlo Bronson
Highway, City of Kissimmee, Osceola
County, Florida

070242.1001

16 YCST01: 11457115.111457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease Agreement dated October 3, 1977
and First and Second and Third
Addendums thereto dated September 15,
1979, October 23, 1979 and April 30, 2009
respectively
Fourth Addendum To Lease executed on
August 16, 2011, but effective as of July 1,
$.00
Exhibit B19
2011
Landlord:
Margus Limited, a California limited
partnership
c/o Thomas Yaberg
38 Serape Place
Camarillo, CA 93010
Property located at 1295 S. Victoria
Avenue in the City of Ventura, Ventura
County, California

070242.1001

17 YCST01: 11457115.111457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease Agreement dated Sept. 24, 1976 and
First, Second, Third and Fourth
Amendments thereto dated December 7,
1977, March 12, 1979, January 25, 2000
and November 30, 2000, respectively
Fifth Amendment To Lease executed on
August 18, 2011, but effective as of July 1,
$.00
Exhibit B20
2011
Landlord:
Craig P. Brown and Janet E. Brown,
Trustees of the Craig and Janet Brown
Family Trust Dated December 17, 1991, as
to an undivided one-half interest and Craig
P. Brown, Trustee of the Brown Family
Decedent’s Trust, Created July 15, 2007, as
to an undivided one-half interest.
c/o Wohl Investment Company, Peter
Desforges, President
14 Corporate Plaza, Suite 110
Newport Beach, CA 92660
Property located at 307 E. Katella Avenue
in the City of Orange, Orange County,
California

070242.1001

18 YCST01: 11457115.111457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease Agreement and First Addendum
thereto, dated August 28, 2007 and March
14, 2008, respectively
Second Addendum To Lease executed on
August 23, 2011, but effective as of
September 1, 2011
$.00
Exhibit B21
Landlord:
DH Prime Development, Inc., a Wisconsin
corporation
Robert E. Drifka, Vice President
N9601 Crystal Drive
Appleton, WI 54915
Property located at 1121 Westowne Drive
in the City of Neenah, Winnebago, County,
Wisconsin

070242.1001

19 YCST01: 11457115.111457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease Agreement and Rent Addendum
thereto, both dated July 25, 2006
First Amendment To Lease executed on
August 23, 2011, but effective as of August
1, 2011
$.00
Exhibit B22
Landlord:
Erland L Stenberg and Mary Ann
Stenberg, Trustees of the Stenberg Family
2005
4691
Trust
Chileno Valley Road
Petaluma, CA 94952
Attorney for Landlord:
Bradley S. Hindley, Esq.
105 Morris Street, Suite 196
Sebastopol, CA 95472
Property located at 9202 South Federal
Highway in the City of Port St. Lucie, St.
Lucie County, Florida

070242.1001

20 YCST01: 11457115.111457115.2

ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T
ASSUMED LEASE
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
COPIES OF
ASSUMED
LEASE AND
AMENDMEN
T
Lease Agreement and Rent Addendum
thereto, both dated June 29, 2005
First Amendment To Lease executed on
August 23, 2011, but effective as of July 1,
$.00
Exhibit B23
2011
Landlord:
Panas Investments, LLC, a Minnesota
limited liability company
Raji & Harjit Madan
c/o New Links Ltd
2 Marsh Ridge Road
North Oaks, MN 55127
Attorney for Landlord:
Thomas P. Harlan, Esq.
Madigan, Dahl & Harlan, PA
Campbell Mithun Tower
222 South Ninth Street, Suite 3150
Minneapolis, MN 55402
Property located at 1205 1 st Avenue East in
the City of Shakopee, Scott County,
Minnesota