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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 No. 1091

CERTIFICATION OF COUNSEL REGARDING PROPOSED SECOND (2nd) 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

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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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 October 6, 2011, the Debtors filed that certain Second (2nd) 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. 1091] (the “Second 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 Second Assumption Notice, and served on the Unredacted Assumption Notice Parties an unredacted version of the Second 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 Second Assumption Notice in a prominently marked envelope. The Second 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 Second Assumption Notice or the Cure

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. 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.
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Amount with respect thereto, such party was required to file and serve a written objection no later than October 17, 2011 at 4:00 p.m. (prevailing Eastern Time) (the “Objection Deadline”). The Second 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 Second Assumption Notice (the “Proposed Order”), with respect to such Assumed Lease (and any amendments and modifications thereto). Prior to the Objection Deadline, no objections or responses were received by the Debtors to the Second Assumption Notice. In light of this, attached hereto as Exhibit 1 is a copy of the Proposed Order, together with Exhibit A thereto.4 The Debtors believe that notice of the relief requested in the Second 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 Proposed Order is appropriate and consistent with the Second Assumption Notice, and that entry of the order is in the best interests of the Debtors, their estates and creditors. Remainder of page intentionally left blank

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There have been no modifications to the Proposed Order or Exhibit A thereto.

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Accordingly, the Debtors respectfully request the Court to enter the Proposed Order, attached hereto as Exhibit 1, without further notice or a hearing. Dated: October 19, 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 1 Proposed Order

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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, 962, 1091 and _____ SECOND (2ND) 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 Second (2nd) 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. 1091] (the “Assumption Notice”) and (ii) the Certification of Counsel Regarding Proposed Second (2nd) 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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EXHIBIT A

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EXHIBIT A AMENDMENT TO ASSUMED LEASE Seventh Modification To Lease executed on September 6, 2011, but effective as of September 1, 2011 $3,075.76 CURE AMOUNT

ASSUMED LEASE

Lease Agreement dated February 28, 1979 and First, Second, Third, Fourth, Fifth and Sixth Lease Modifications thereto dated April 18, 1979; August 20, 1979; November 12, 1979; October 25, 2004; October 27, 2005; and July 1, 2009, respectively

Landlord: Blackstone Group-Spring Creek LLC, an Illinois limited liability company Attn: Joseph M. Hurwitz One Lawrence Square Springfield, IL 62704

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Paul Arrington Blackstone Group 1830 Craig Park Courts, Suite 110 St. Louis, MO 63146

Property located at 2999 N. Monroe Street in the City of Decatur, Macon County, Illinois.

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ASSUMED LEASE First Amendment To Lease executed on September 6, 2011, but effective as of September 1, 2011 $0.00

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

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

Landlord: Kendall-Linder, LLC, a Minnesota limited liability company c/o David A. Linder and John Kendall, Members 9 Beacon Hill Drive South Barrington, IL 60010

Property located at 8324 Lyndale Avenue South, in the City of Bloomington, Hennepin, County, Minnesota. Second Amendment To Lease executed on September 6, 2011, but effective as of September 1, 2011 $0.00

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

Landlord: Donald K. Wright and Barbara G. Wright, as Trustees of The 1989 D.K. Wright Family Trust, Under Trust Agreement dated November 28, 1989 4 Eastfield Drive Rolling Hills, CA 90274

Property located at 1001 SE Hamblen Road in the City of Lee’s Summit, Jackson County, Missouri.

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ASSUMED LEASE Second Amendment To Lease executed on August 29, 2011, but effective as of June 1, 2011 $6,764.26

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

Lease Agreement and First Amendment thereto, both dated June 13, 1995

Landlord: D’Arpino-Marty Gras LLC, a California limited liability company 2377 West Shaw Avenue, Suite 112 Fresno, CA 93711

Landlord’s Property Manager: Dana Butcher, President Dana Butcher Associates 1690 W. Shaw Avenue, Suite 220 Fresno, CA 93711

Property located within the Marty Gras Shopping Center at 3602 W. Shaw Avenue, in the City of Fresno, Fresno County, California. First Amendment To Lease executed on September 19, 2011, but effective as of August 1, 2011 $0.00

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

Landlord: Samuel W. Terry 111 Avendia Avenue Berkeley, CA 94708

Property located at 729 West Sunshine Street in the City of Springfield, Greene County, Missouri.

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ASSUMED LEASE Second Amendment To Lease Agreement executed on September 13, 2011, but effective as of June 1, 2011 $5,000.00

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

Lease and First Amendment thereto dated February 1, 2007 and August 1, 2009, respectively

Landlord: Douglas K. Ammerman and Janet S. Feldmar, Trustees of The Donald W. Callender Family Trust dated September 14, 1977, As Amended 4029 Westerly Place, Suite 111 Newport Beach, CA 92660

Attorney for Landlord: Steven C, Kiser, Esq. Law Offices of Steven C. Kiser 366 San Miguel Drive, Suite 312 Newport Beach, CA 92660

Property located at 2149 Convention Center Way in Ontario, San Bernardino County, California.

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ASSUMED LEASE Second Amendment To Lease Agreement executed on September 13, 2011, but effective as of June 1, 2011 $2,141.00

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

Lease and First Amendment thereto dated May 30, 1986 and August 1, 2009, respectively

Landlord: Douglas K. Ammerman and Janet S. Feldmar, Trustees of The Donald W. Callender Family Trust Dated September 14, 1977, As Amended 4029 Westerly Place, Suite 111 Newport Beach, CA 92660

Attorney for Landlord: Steven C, Kiser, Esq. Law Offices of Steven C. Kiser 366 San Miguel Drive, Suite 312 Newport Beach, CA 92660

Property located at 330 F Street in the City of Chula Vista, San Diego County, California. Third Lease Amendment executed on September 12, 2011, but effective as of October 1, 2011 $0.00

Lease Agreement dated May 9, 1988 and First and Second Amendments thereto dated June 2, 2008 and February 27, 2009, respectively

Landlord: Robert Gros, as to an Undivided 2/3 Interest and Stuart Klabin and Barbara Klabin, as Co-Trustees of The Stuart and Barbara Klabin Trust, as to an Undivided 1/3 Interest 20 East 9th Street Apt #8-X New York, NY 10003

Property located at 2631 Oswell Street in the City of Bakersfield, Kern County, California.

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ASSUMED LEASE Third Amendment To Lease executed on September 26, 2011, but effective as of September 1, 2011 $0.00

AMENDMENT TO ASSUMED LEASE

CURE AMOUNT

Lease Agreement and Addendum thereto dated June 16, 1972 and 1976 respectively together with First Extension and Amendment to Lease dated March 14, 1995 and Second Extension and Amendment To Lease dated March 15, 2010

Landlord: Charles J. Lyons Jr. and Mary Lou Lyons, husband and wife 15125 Garfield Avenue Paramount, CA 90723

Property located at 5960 Orangethorpe Avenue in the City of Buena Park, Orange County, California. Second Amendment To Lease executed on September 30, 2011, but effective as of October 1, 2011 $0.00

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

Landlord: Ronald Gdovin, a married man, as to an undivided fifty percent (50%) interest and Dina Rickard, as Trustee of The Dina Rickard Revocable Trust dated August 21, 2000, as to an undivided fifty percent (50%) interest, as Tenants in Common 5400 East The Toledo #402 Long Beach, CA 90803-3901

Property located at 1828 East Santa Fe Street in the City of Olathe, Johnson County, Kansas.

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