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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER’S INC.,1 et al.

, Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.
Ref. Docket Nos. 116, 181, 833 and 962 RESPONSES, IF ANY, DUE BY OCTOBER 3, 2011 AT 4:00 P.M. (PREVAILING EASTERN TIME)

FIRST (1ST) 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 TO: (I) THE NON-DEBTOR COUNTERPARTIES TO THE ASSUMED LEASES AFFECTED BY THIS ASSUMPTION NOTICE AND THEIR RESPECTIVE COUNSEL, IF KNOWN; (II) COUNSEL TO THE COMMITTEE; (III) THE U.S. TRUSTEE; (IV) COUNSEL TO THE AGENT FOR THE DEBTORS’ PREPETITION CREDIT FACILITY AND POST-PETITION DIP FACILITY; (V) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR SECURED NOTES; (VI) COUNSEL TO THE INDENTURE TRUSTEE FOR THE SENIOR NOTES; (VII) COUNSEL TO THE RESTRUCTURING SUPPORT PARTIES; AND (VIII) ALL PARTIES AS OF THE FILING OF THIS ASSUMPTION NOTICE ENTITLED TO RECEIVE NOTICE IN THESE CHAPTER 11 CASES PURSUANT TO BANKRUPTCY RULE 2002. PLEASE TAKE NOTICE that 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 the United States Bankruptcy Court for the District of Delaware (the “Court”) the Debtors’ Motion for an Order Pursuant to Bankruptcy Code Sections 105, 363(b) and 365(a) and

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.

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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”). On July 11, 2011, the Court entered an order granting the relief requested in the Assumption Procedures Motion [Docket No. 181] (as modified, the “Assumption Procedures Order”),2 thereby establishing certain procedures (i.e., the Assumption 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 PLEASE TAKE FURTHER NOTICE that, pursuant to the terms of the Assumption Procedures Order, the Debtors hereby provide notice (this “Assumption Notice”) of their intent to assume those Assumed Leases, and any amendments and modifications to such Assumed Leases, identified on Exhibit A to this Assumption Notice 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, which corresponding Cure Amounts for the Assumed Leases are also listed on the attached Exhibit A. Copies of the Assumed Leases, and any amendments and modifications thereto, are attached hereto as Exhibits B1-B23. PLEASE TAKE FURTHER NOTICE that if any party in interest objects to the assumption by the Debtors of an Assumed Lease, and any amendments and modifications to

Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Assumption Procedures Order. 3 On September 14, 2011, the Court entered an order [Docket No. 962] 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.

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such Assumed Lease, identified on Exhibit A to this Assumption Notice or the Cure Amount with respect thereto (an “Assumption Objection”), such party (each, an “Objecting Party”) must file and serve a written objection so that such objection is filed with the Court, and actually received by the Debtors and the Assumption Objection Notice Parties (as defined below), in the form and manner provided for herein no later than OCTOBER 3, 2011 AT 4:00 P.M. (PREVAILING EASTERN TIME) (the “Assumption Objection Deadline”). The Assumption Objection Notice Parties are as follows: (i) the Debtors, Perkins & Marie Callender’s Inc., 6075 Poplar Avenue, Suite 800, Memphis, TN 38119 (Facsimile: (901) 537-7122) (Attn: Joseph F. Trungale); (ii) counsel to the Debtors, Troutman Sanders LLP, The Chrysler Building, 405 Lexington Avenue, New York, NY 10174 (Facsimile: (212) 704-6288) (Attn: Mitchel H. Perkiel and Brett D. Goodman) and Young Conaway Stargatt & Taylor, LLP, The Brandywine Building, 1000 West Street, 17th Floor, Wilmington, DE 19801 (Facsimile: (302) 571-1253) (Attn: Robert F. Poppiti, Jr.); (iii) counsel to the agent for the Debtors’ pre-petition Credit Facility and postpetition debtor-in-possession financing facility, Paul Hastings LLP, 600 Peachtree Street, N.E., Twenty-Fourth Floor, Atlanta, GA 30308 (Facsimile: (404) 685-5208) (Attn: Jesse H. Austin, III); (iv) counsel to the indenture trustee for the Senior Secured Notes, Emmet, Marvin & Martin, LLP, 120 Broadway, 32nd Floor, New York, NY 10271 (Facsimile: (212) 238-3100) (Attn: Edward P. Zujkowski); (v) counsel to the indenture trustee for the Senior Notes, Foley & Lardner LLP, 90 Park Avenue, New York, NY 10016-1314 (Facsimile: (212) 687-2329) (Attn: Douglas Spelfogel); (vi) counsel to the Restructuring Support Parties, Akin Gump Strauss Hauer & Feld LLP, One Bryant Park, New York, NY 10036 (Facsimile: (212) 872-1002) (Attn: Ira Dizengoff) and 1333 New Hampshire Avenue, N.W., Washington, DC 20036 (Facsimile: (202) 887-4288) (Attn: Scott L. Alberino); (vii) counsel to the Committee, Ropes and Gray LLP, 1211

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Avenue of the Americas, New York, NY 10036-8704 (Facsimile: (646) 728-1663) (Attn: Mark R. Somerstein); and (viii) the Office of the United States Trustee for the District of Delaware, 844 North King Street, Room 2207, Wilmington, DE 19801 (Attn: Richard Schepacarter). PLEASE TAKE FURTHER NOTICE that if no timely Assumption Objection is filed and served with respect to a particular Assumed Lease, and any amendments and modifications to such Assumed Lease, the Debtors shall be authorized to file with the Court a certification of counsel requesting the Court to enter a proposed order, substantially in the form annexed hereto as Exhibit C (the “Proposed Assumption Order”), with respect to such Assumed Lease and any amendments and modifications thereto. The Proposed

Assumption Order provides that pursuant to section 365 of the Bankruptcy Code, the Debtors are authorized to assume the Assumed Leases, as such leases may be amended and modified, upon the Debtors’ satisfaction of the Cure Amounts for such Assumed Leases. The Proposed Assumption Order further provides that the Cure Amounts for the Assumed Leases shall be those amounts identified in Exhibit A to this Assumption Notice, and that such Cure Amounts, as to all parties in interest, including, without limitation, the nonDebtor counterparties to the Assumed Leases, are (a) fixed and binding and (b) deemed consented to, and as it pertains to such Assumed Leases such parties in interest shall be forever (a) bound by such Cure Amounts and (b) 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. PLEASE TAKE FURTHER NOTICE that if a timely Assumption Objection with respect to a particular Assumed Lease is properly filed and served on the Assumption Objection

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Notice Parties, and the Debtors and the Objecting Party are unable to consensually resolve such objection, a hearing will be scheduled by the Debtors at a date and time, in their sole discretion, that is at least five (5) days after the Assumption Objection Deadline, or at such other date as is agreed upon by the Debtors and the Objecting Party or as the Court may otherwise direct. PLEASE TAKE FURTHER NOTICE that nothing in this Assumption Notice or Exhibit A hereto is intended or shall be deemed or otherwise construed as an approval or assumption by the Debtors and their estates of any of the Assumed Leases pursuant to section 365 of the Bankruptcy Code or otherwise, as any such assumption shall remain subject to the Court’s entry of the Proposed Assumption Order, and the Debtors reserve the right to remove any Assumed Lease from this Assumption Notice and Exhibit A hereto at any time prior to the entry of the Proposed Assumption Order with respect to such Assumed Lease. Dated: September 22, 2011 Wilmington, DE YOUNG CONAWAY STARGATT & TAYLOR, LLP By: /s/ Robert F. Poppiti, Jr. Robert S. Brady (No. 2847) Robert F. Poppiti, Jr. (No. 5052) The Brandywine Building, 1000 West Street, 17th Floor Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 - AND TROUTMAN SANDERS LLP Mitchel H. Perkiel Brett D. Goodman The Chrysler Building, 405 Lexington Avenue New York, NY 10174 Telephone: (212) 704-6000 Facsimile: (212) 704-6288 COUNSEL FOR PERKINS & MARIE CALLENDER’S INC., ET AL., Debtors and Debtors-in-Possession

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EXHIBIT A ASSUMED LEASE AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B1

Business Facilities Lease and First Amendment thereto dated June 22, 2006 and August 4, 2006, respectively Landlord: 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 thereto dated June 22, 2006 and August 4, 2006, respectively Landlord: 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

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

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

$.00

Exhibit B2

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070242.1001

ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B3

Lease and First Amendment thereto dated February 14, 1992 and June 25, 2009, respectively 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 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

Second Amendment To Lease executed on July 13, 2011, but effective as of July 1, 2011

$.00

Second Amendment To Lease executed on July 28, 2011, but effective as of July 1, 2011

$.00

Exhibit B4

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ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B5

Lease Agreement and Rent Addendum thereto, both dated June 29, 2005 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

First Amendment To Lease executed on August 3, 2011, but effective as of July 1, 2011

$.00

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ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B6

Lease Agreement and Rent Addendum thereto, both dated June 29, 2005, together with the First Amendment thereto dated August 1, 2009 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

Second Amendment To Lease executed on July 19, 2011

$3,200.00

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ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B7

Lease Agreement and Rent Addendum thereto, both dated June 29, 2005 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 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

First Amendment To Lease executed on July 19, 2011, but effective as of June 1, 2011

$4,650.00

First Amendment To Lease executed on August 2, 2011, but effective as of July 1, 2011

$5,270.89

Exhibit B8

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ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B9

Lease Agreement and Rent Addendum thereto, both dated June 29, 2005 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, both dated June 29, 2005 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

First Amendment To Lease executed on July 1, 2011, but effective as of June 1, 2011

$5,833.33

First Amendment To Lease executed on July 28, 2011, but effective as of June 1, 2011

$4,166.67

Exhibit B10

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ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B11

Lease Agreement and Rent Addendum thereto, both dated June 29, 2005, together with the First Amendment thereto dated July 1, 2009 Landlord: Edward H. Leung, an unmarried man, Gary HauKwan Leung and Rhoda Fok Leung, husband and wife, Chadwick Kok-Ying Lau and Janifer WaiSum 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 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. 13th Street, in the City of Escondido, San Diego County, California

Second Amendment To Lease executed on July 13, 2011, but effective as of July 1, 2011

$.00

Sixth Addendum to Lease executed on August 1, 2011, but effective as of June 1, 2011

$3,166.67

Exhibit B12

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ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B13

Shopping Center Lease dated January 1, 1993 and First and Second Amendments thereto dated November 12, 2003 and 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

Third Amendment To Lease executed on August 4, 2011, but effective as of July 1, 2011

$.00

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ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B14

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. 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

Fourth Amendment of Lease executed on August 2, 2011, but effective as of June 1, 2011

$6,193.00

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ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B15

Lease dated June 29, 1993 and First, Second and Third Amendments thereto dated September 27, 1993, May 1, 2004 and July 1, 2009, respectively 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

Fourth Amendment To Lease executed on August 9, 2011, but effective as of July 1, 2011

$.00

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ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B16

Lease Agreement dated October 10, 1996 and First and Second Amendments thereto dated October 24, 1996 and November 8, 2010, respectively 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

Third Amendment To Lease executed on August 10, 2011, but effective as of July 1, 2011

$.00

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ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B17

Lease Agreement and Rent Addendum thereto, both dated June 29, 2005 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

First Amendment To Lease executed on August 17, 2011, but effective as of June 1, 2011

$3,660.00

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ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B18

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 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 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 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

Third Amendment To Lease executed on August 17, 2011, but effective as of July 1, 2011

$.00

Fourth Addendum To Lease executed on August 16, 2011, but effective as of July 1, 2011

$.00

Exhibit B19

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ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B20

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 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 Lease Agreement and First Addendum thereto, dated August 28, 2007 and March 14, 2008, respectively 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

Fifth Amendment To Lease executed on August 18, 2011, but effective as of July 1, 2011

$.00

Second Addendum To Lease executed on August 23, 2011, but effective as of September 1, 2011

$.00

Exhibit B21

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ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B22

Lease Agreement and Rent Addendum thereto, both dated July 25, 2006 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

First Amendment To Lease executed on August 23, 2011, but effective as of August 1, 2011

$.00

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ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

COPIES OF ASSUMED LEASE AND AMENDMENT Exhibit B23

Lease Agreement and Rent Addendum thereto, both dated June 29, 2005 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 1st Avenue East in the City of Shakopee, Scott County, Minnesota

First Amendment To Lease executed on August 23, 2011, but effective as of July 1, 2011

$.00

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EXHIBITS B1-B23 Assumed Leases and Any Amendments and Modifications to Such Assumed Leases

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EXHIBIT C Proposed Assumption Order

YCST01:11340211.1

070242.1001

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDER’S INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket Nos. 116, 181, 833, 962 and _____ FIRST (1ST) 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 (1st) 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. ___] (the “Assumption Notice”) and (ii) the Certification of Counsel Regarding Proposed First (1st) 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
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.
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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
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Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Assumption Procedures Order.

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identified on Exhibit A to this Order, which amounts were previously identified in the Assumption Notice. 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. 4. The Debtors are authorized to take any action necessary to implement the terms of

this Order without further order from this Court.

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5.

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

Order shall be effective and enforceable immediately upon its entry. 6. Leases. 7. This Court shall retain jurisdiction with respect to all matters arising from or This Order shall be deemed a separate Order with respect to each of the Assumed

related to the interpretation or implementation of this Order. Date: October ____, 2011 KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE

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