10000018538

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

Ref. Docket No. 1022
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 On June 24, 2011, Perkins & Marie Callenders 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 Debtors federal tax identification number, are: Perkins & Marie Callenders Inc. (4388); Perkins & Marie Callenders Holding Inc. (3999); Perkins & Marie Callenders 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 September 22, 2011, the Debtors filed that certain 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. 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
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 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. In light of this, attached hereto as Exhibit 1 is a revised
3
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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, 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 CALLENDERS INC., ET AL., Debtors and Debtors-in-Possession
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).
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EXHIBIT 1 Revised Proposed Order
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket Nos. 116, 181, 833, 962, 1022, 1063 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. 1022] (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
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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
2
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 (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.
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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. 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 AMENDMENT TO ASSUMED LEASE Second Amendment To Business Facilities Lease Between G & G of Palm Coast Inc. and Perkins & Marie Callenders, Inc. f/k/a The Restaurant Company executed on August 5, 2011, but effective as of June 1, 2011 $ 5,264.37 CURE AMOUNT
ASSUMED LEASE
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 Second Amendment To Business Facilities Lease Between M & M of Daytona LLC and Perkins & Marie Callenders, Inc., f/k/a The Restaurant Company executed on August 5, 2011, but effective as of June 1, 2011 $.00
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
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ASSUMED LEASE Second Amendment To Lease executed on July 13, 2011, but effective as of July 1, 2011 $.00
AMENDMENT TO ASSUMED LEASE
CURE AMOUNT
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 Second Amendment To Lease executed on July 28, 2011, but effective as of July 1, 2011 $.00
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
2 070242.1001
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ASSUMED LEASE First Amendment To Lease executed on August 3, 2011, but effective as of July 1, 2011 $.00
CURE AMOUNT
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
3 070242.1001
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ASSUMED LEASE Second Amendment To Lease executed on July 19, 2011 $3,200.00
CURE AMOUNT
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
4 070242.1001
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ASSUMED LEASE First Amendment To Lease executed on July 19, 2011, but effective as of June 1, 2011 $4,650.00
CURE AMOUNT
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 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
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ASSUMED LEASE First Amendment To Lease executed on July 1, 2011, but effective as of June 1, 2011 $8,233.33
CURE AMOUNT
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 First Amendment To Lease executed on July 28, 2011, but effective as of June 1, 2011 $4,166.67
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 070242.1001
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ASSUMED LEASE Second Amendment To Lease executed on July 13, 2011, but effective as of July 1, 2011 $.00
CURE AMOUNT
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 Sixth Addendum to Lease executed on August 1, 2011, but effective as of June 1, 2011 $3,166.67
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
7 070242.1001
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ASSUMED LEASE Third Amendment To Lease executed on August 4, 2011, but effective as of July 1, 2011 $.00
CURE AMOUNT
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 Fourth Amendment of Lease executed on August 2, 2011, but effective as of June 1, 2011 $6,973.96
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
8 070242.1001
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ASSUMED LEASE Fourth Amendment To Lease executed on August 9, 2011, but effective as of July 1, 2011 $.00
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
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
9 070242.1001
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ASSUMED LEASE Third Amendment To Lease executed on August 10, 2011, but effective as of July 1, 2011 $.00
CURE AMOUNT
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
10 070242.1001
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ASSUMED LEASE First Amendment To Lease executed on August 17, 2011, but effective as of June 1, 2011 $3,660.00
CURE AMOUNT
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 Third Amendment To Lease executed on August 17, 2011, but effective as of July 1, 2011 $.00
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
11 070242.1001
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ASSUMED LEASE Fourth Addendum To Lease executed on August 16, 2011, but effective as of July 1, 2011 $.00
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
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 Fifth Amendment To Lease executed on August 18, 2011, but effective as of July 1, 2011 $.00
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 Decedents 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 070242.1001
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ASSUMED LEASE Second Addendum To Lease executed on August 23, 2011, but effective as of September 1, 2011 $.00
CURE AMOUNT
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 First Amendment To Lease executed on August 23, 2011, but effective as of August 1, 2011 $.00
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
13 070242.1001
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ASSUMED LEASE First Amendment To Lease executed on August 23, 2011, but effective as of July 1, 2011 $.00
CURE AMOUNT
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
14 070242.1001
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EXHIBIT 2 Blackline
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors. Ref. Docket Nos. 116, 181, 833, 962, 1022, and 1063 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. 1022] (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 Leases,
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(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.
2
YCST01:11340211.1 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.
3
YCST01:11340211.1 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. Leases. 7. This Court shall retain jurisdiction with respect to all matters arising from or related This Order shall be deemed a separate Order with respect to each of the Assumed
to the interpretation or implementation of this Order. Date: October ____, 2011 KEVIN GROSS CHIEF UNITED STATES BANKRUPTCY JUDGE
4
YCST01:11340211.1 070242.1001
EXHIBIT A AMENDMENT TO ASSUMED LEASE CURE AMOUNT COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B1
ASSUMED LEASE
Landlord: G & G of Palm Coast, Inc., a Florida corporation c/o Dale Martin 2801 S. Nova Road South Daytona, FL 32119
Second Amendment To Business Facilities Lease Between G & G of Palm Coast Inc. and Perkins & Marie Callenders, Inc. f/k/a The Restaurant Company executed on August 5, 2011, but effective as of June 1, 2011
$ 5,264.37
Property located at 1000 Palm Coast Parkway N.W., in the City of Palm Coast, Flagler County, Florida Second Amendment To Business Facilities Lease Between M & M of Daytona LLC and Perkins & Marie Callenders, Inc., f/k/a The Restaurant Company executed on August 5, 2011, but effective as of June 1, 2011 $.00 Exhibit B2
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
YCST01: 11457115.111457115.2
070242.1001
ASSUMED LEASE
CURE AMOUNT
COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B3
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 Second Amendment To Lease executed on July 28, 2011, but effective as of July 1, 2011 $.00 Exhibit B4
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
2 YCST01: 11457115.111457115.2
070242.1001
ASSUMED LEASE
CURE AMOUNT
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
3 YCST01: 11457115.111457115.2
070242.1001
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, 2011
$3,200.00
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
4 YCST01: 11457115.111457115.2
070242.1001
ASSUMED LEASE
CURE AMOUNT
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 First Amendment To Lease executed on August 2, 2011, but effective as of July 1, 2011 $5,270.895,720.90 Exhibit B8
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
ASSUMED LEASE
CURE AMOUNT
$5,833.338,233.33
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
6 YCST01: 11457115.111457115.2
070242.1001
ASSUMED LEASE
CURE AMOUNT
$4,166.67
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
7 YCST01: 11457115.111457115.2
070242.1001
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
8 YCST01: 11457115.111457115.2
070242.1001
ASSUMED LEASE
CURE AMOUNT
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. 13th Street, in the City of Escondido, San Diego County, California
9 YCST01: 11457115.111457115.2
070242.1001
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
10 YCST01: 11457115.111457115.2
070242.1001
ASSUMED LEASE
CURE AMOUNT
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
$6,193.006,973.96
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
11 YCST01: 11457115.111457115.2
070242.1001
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
12 YCST01: 11457115.111457115.2
070242.1001
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
$.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
13 YCST01: 11457115.111457115.2
070242.1001
ASSUMED LEASE
CURE AMOUNT
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
14 YCST01: 11457115.111457115.2
070242.1001
ASSUMED LEASE
CURE AMOUNT
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
$.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
15 YCST01: 11457115.111457115.2
070242.1001
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
16 YCST01: 11457115.111457115.2
070242.1001
ASSUMED LEASE
CURE AMOUNT
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, 2011
$.00
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 Decedents 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
17 YCST01: 11457115.111457115.2
070242.1001
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
18 YCST01: 11457115.111457115.2
070242.1001
ASSUMED LEASE
CURE AMOUNT
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
19 YCST01: 11457115.111457115.2
070242.1001
ASSUMED LEASE
CURE AMOUNT
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 1st Avenue East in the City of Shakopee, Scott County, Minnesota
20 YCST01: 11457115.111457115.2
070242.1001

10000018538

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PERKINS & MARIE CALLENDERS INC.

,1 et al., Chapter 11 Case No. 11-11795 (KG) Jointly Administered Debtors.

EXHIBIT 1 Revised Proposed Order

AMENDMENT TO ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

With a copy to: Jennifer S. Kornblum Corporate Counsel

AMENDMENT TO ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B3

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B5

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B6

Second Amendment To Lease executed on July 19, 2011

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B7

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B9

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B10

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B11

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B12

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B13

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B14

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B15

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B16

With a copy to: Jennifer S. Kornblum Corporate Counsel

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B17

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B18

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B19

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B20

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B21

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B22

AMENDMENT TO ASSUMED LEASE

COPIES OF ASSUMED LEASE AND AMENDMEN T Exhibit B23

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