Court File No. 31-1890162 ONTARIO SUPERIOR COURT OF JUSTICE (IN BANKRUPTCY AND INSOLVENCY)

Court File No. 31-1890162
ONTARIO
SUPERIOR COURT OF JUSTICE
(IN BANKRUPTCY AND INSOLVENCY)
IN THE MATTER OF THE NOTICE OF INTENTION TO MAKE A PROPOSAL OF
HERBAL MAGIC INC., A CORPORATION WITH A HEAD OFFICE IN THE CITY OF
TORONTO IN THE PROVINCE OF ONTARIO
SECOND REPORT OF PRICEWATERHOUSECOOPERS INC.
AS PROPOSAL TRUSTEE
UNDER THE NOTICE OF INTENTION TO MAKE A PROPOSAL
JULY 24, 2014
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A.
INTRODUCTION .................................................................................................................... 3
B.
PROPOSAL TRUSTEE’S ACTIVITIES .................................................................................... 4
C.
POST FILING OPERATIONS ................................................................................................ 5
D. CASH FLOW FOR THE PERIOD JULY 12, 2014 TO JULY 18, 2014 ..................................... 6
E.
STATUS OF CONSENTS FOR THE ASSIGNMENT OF CONTRACTS .................................. 8
F.
PROPOSAL TRUSTEE’S VIEW OF THE EFFORTS TO NOTIFY THE AFFECTED
LANDLORDS AND COUNTERPARTIES OF THE PROCEEDINGS IN ORDER TO OBTAIN
THEIR CONSENT TO AN ASSIGNMENT ............................................................................. 11
G. APPOINTMENT & DISTRIBUTION ORDER SOUGHT BY HERBAL MAGIC .....................13
H. PROPOSAL TRUSTEE’S RECOMMENDATION ...................................................................16
APPENDICES
A. Email to Landlords and Counterparties dated July 18, 2014
B. Herbal Magic Inc. Employee Termination Letter dated July 21, 2014
C. Forecast to Actual Cash Flow Variance Report for the Period July 12, 2014 to July 18, 2014
D. Amended Cash Flow Forecast
E. Listing of Landlord and Counterparty Assignment Consents Received
F. Listing of Landlord and Counterparty Assignment Consents Not Yet Received
G. Legal Opinion of Norton Rose Fulbright LLP, including a summary of personal property
security registrations
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A. INTRODUCTION
1. This report (the “Second Report”) is filed by PricewaterhouseCoopers Inc. (“PwC”) in its
capacity as proposal trustee (in such capacity, the “Proposal Trustee”) in connection with
the NOI filed by Herbal Magic Inc. (“Herbal Magic” or the “Company”).
2. On July 11, 2014 (the “Filing Date”), Herbal Magic filed an NOI pursuant to Section 50.4(1)
of the BIA, as amended and PwC was appointed as Proposal Trustee.
3. On July 11, 2014, prior to the filing of the NOI, the Company entered into an asset purchase
agreement (the “894 APA”) with 8942595 Canada Inc. (“894”) in respect of the sale of the
Purchased Assets (as defined in the 894 APA) (the “Sale Transaction”).
4. On July 15, 2014, the Company brought a motion (the “Sale Approval Motion”)
returnable July 25, 2014 to the Ontario Superior Court of Justice (Commercial List) (the
“Court”) for an order (the “Approval and Vesting Order”) approving the 894 APA and
the Sale Transaction and vesting title in and to the Purchased Assets to 894.
5. On July 15, 2014, the Company also brought a motion for an order assigning all the rights
and obligations of Herbal Magic under certain agreements to the Purchaser, which is
scheduled to be heard, if necessary, on July 28, 2014 (the “July 28 Motion”).
6. On July 24, 2014, the Company brought a motion, also returnable on July 28, 2014, dealing
with the distribution of the proceeds from the Sale Transaction (the “Distribution
Motion”).
7. On July 18, 2014, the Proposal Trustee served its First Report to the Court dated July 18,
2014 (the “First Report”).
8. The purpose of this Second Report is to provide this Court with information relative to the
July 28 Motion and the Distribution Motion, including:
a. an update on the Proposal Trustee's activities since the date of the First Report;
b. an update on the Company's operations subsequent to the Filing Date;
c. the Company's actual cash flow for the period from July 12, 2014 to July 18, 2014;
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d. notifying the Court of a revision to the notes to the Company’s cash flow forecast filed
in connection with these proceedings;
e. the status of the Company’s efforts to obtain landlords’ and counterparties’ Consents
to the assignment of the Real Property Leases and the Assumed Contracts the
Purchaser wishes to have assigned to it;
f.
the Proposal Trustee’s views on the assignment of contracts for which Consents have
not yet been obtained; and
g. the Proposal Trustee’s views with respect to the Order sought in the Distribution
Motion.
9. In preparing this Second Report, the Proposal Trustee has relied upon certain unaudited
financial information of the Company, the Company’s books and records, information
obtained from Management and other sources (the “Information”).
10. In accordance with industry practice, except as described in this Second Report, the
Proposal Trustee has not audited, reviewed or otherwise attempted to verify the accuracy or
completeness of the Information in a manner that would comply with Generally Accepted
Assurance Standards pursuant to the Canadian Institute of Chartered Accountants
Handbook.
11. The Proposal Trustee reserves the right to refine or amend its comments and findings as
further Information is obtained or brought to their attention subsequent to the date of this
Second Report.
12. Unless otherwise stated, all monetary amounts noted herein are expressed in Canadian
dollars. Capitalized terms not otherwise defined herein are as defined in the First Report and
the 894 APA.
B. PROPOSAL TRUSTEE’S ACTIVITIES
13. Since the date of the First Report, the Proposal Trustee has, among other things:
a. reviewed the Company's receipts and disbursements and monitored the Company's
performance relative to its cash flow forecast;
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b. responded to inquiries from stakeholders, including employees, clients, suppliers
and creditors who contacted the Proposal Trustee through the Proposal Trustee’s
hotline or PwC’s NOI Website;
c. contacted landlords and counterparties to certain contracts that form the Real
Property Leases and the Assumed Contracts seeking the Consents and forwarding
concerns raised by any of these parties to the Company and/or representatives of the
Purchaser as they pertain to the assignments being sought;
d. emailed a copy of the First Report to 125 landlords (where consent to the assignment
of their contracts is required) for whom the Proposal Trustee had e-mail addresses.
Attached as Appendix “A” is a copy of the email sent to landlords. For the remaining
21 landlords whose consent to assignment of their leases is required and for whom
the Proposal Trustee did not have email addresses, the Proposal Trustee sent a copy
of the First Report by rush courier on July 21, 2014; and
e. emailed a copy of the First Report to four counterparties (where consent to the
assignment of their contracts is required) for whom the Proposal Trustee had e-mail
addresses. For the remaining four counterparties whose consent to the assignment
of their contract is required and for whom the Proposal Trustee did not have emails,
the Proposal Trustee sent a copy of the First Report by rush courier on July 21, 2014.
C. POST FILING OPERATIONS
Employees
14. Pursuant to the 894 APA, the Purchaser intends to extend offers of employment to
approximately 374 of the Company’s 562 employees.
15. The balance of the remaining employees totaling approximately 188 who will not be
extended offers of employment will be terminated prior to or upon the closing of the Sale
Transaction.
16. On July 21, 2014, the Company sent termination letters to 188 employees advising of their
termination effective July 29, 2014. Attached as Appendix “B” is a copy of this letter.
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Suppliers
17. Since the commencement of the NOI proceedings, the Company has generally continued to
obtain services from its existing suppliers. There have been some minor disruptions to some
services as suppliers became aware of the NOI proceedings. However, the Company has
advised the Proposal Trustee that such disruptions have not adversely affected operations.
Moneris
18. As described in the First Report, Moneris, which processes Herbal Magic’s debit card and
credit card transactions, advised the Company that effective June 30, 2014 it would establish
a reserve in the amount of $350,000 (the “Reserve”) and began withholding 75% of the
Credit Card Payments. As of the date of this Second Report, Moneris has now withheld the
full amount of the Reserve.
19. The Company has been in discussions with Moneris regarding the assignment of the
Company’s contract with Moneris to the Purchaser. During those discussions the Company
advised Moneris that upon the assignment of the Moneris contract (or if the Purchaser
enters into a new contract with Moneris), the Reserve should be released to Herbal Magic.
The Proposal Trustee is advised by the Company that Moneris has agreed to release the
Reserve upon the closing of the Sale Transaction.
D. CASH FLOW FOR THE PERIOD JULY 12, 2014 TO JULY 18, 2014
20. The Company's actual cash flow for the period of July 12, 2014 to July 18, 2014 (the
“Period”) compared to the cash flow forecast attached as Appendix “H” to the First Report,
are attached as Appendix “C” hereto.
Herbal Magic Inc.
Forecast to Actual Variance Report
For the 1 week period ended July 18, 2014
Opening cash per GL
Total Receipts
Total Disbursements
Closing cash per G/L
Forecast
Actual
927,822
633,919
150,200
1,411,541
927,822
609,184
152,997
1,384,009
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Variance
($)
(%)
(24,734)
2,797
(27,532)
0%
-4%
2%
-2%
21. The major variance in the actual cash flow for the Period relate to accounts receivable
collections, which were $24,734 lower than forecast due to certain franchisees delaying
payment to Herbal over concerns and/or uncertainties arising from the NOI proceeding.
The Company anticipates that this may be a timing difference; however, the timing of the
collection of the deferred receipts is unknown.
22. As a result of the foregoing, the Company had a net cash inflow of $456,187 for the 7 day
post-filing period to July 18, 2014, $27,532 lower than forecast as set out in the summary
table above.
Revised Notes to the Cash Flow Forecast
23. A copy of the Company’s cash flow forecast was attached as Appendix “H” to the First
Report.
24. On July 21, 2014, the cash flow forecast was filed with the Official Receiver pursuant to s.
50.4 (2) of the BIA.
25. The Proposal Trustee advises that the Company has amended the notes to the cash flow
forecast (the “Amended CFF”) as follows:
This CFF has been prepared on the assumption that the sale transaction between
Herbal Magic Inc. and 8942595 Canada Inc. (the “Proposed Sale”) is not completed in
the time period covered by the CFF.
The CFF has been prepared on this basis in order to provide improved disclosure, as the
completion of the Proposed Sale is not a certainty. This assumption is not intended to
be an indication of the insolvent person’s view of the probability that the Proposed Sale
will be completed. If the Proposed Sale is completed, revised information will be
provided on the impact of the completion of the Proposed Sale upon the cash flows of
the insolvent person.
26. The cash flows set out in the Amended CFF have not been revised. The Proposal Trustee has
reviewed the additional note disclosure to the Amended CFF, attached as Appendix “D”, and
is of the view that the additional disclosure is useful to users of the Amended CFF.
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E. STATUS OF CONSENTS FOR THE ASSIGNMENT OF CONTRACTS
27. As described in the First Report, the Purchaser is seeking the assignment of approximately
150 of 210 Real Property Leases and the assignment of certain Assumed Contracts, such as
franchise agreements and other leases or contracts that relate to the Business.
28. The Purchaser has recently advised the Company that it would like two additional Real
Property Leases (the “Two Additional Leases”) assigned to it. Accordingly, the Purchaser
is now seeking the assignment of 152 of 210 Real Property Leases.
29. Pursuant to the 894 APA, the Company and Purchaser shall use reasonable commercial
efforts to obtain the landlords’ Consents to the assignment of the Real Property Leases and
the counterparties’ consent to the assignment of the Assumed Contracts prior to the Sale
Approval Motion hearing on July 25, 2014. Subject to the addition of the two new Real
Property Leases described above, a list of the Real Property Leases that the Purchaser wishes
to have assigned to it is attached as Schedule 1.1 (ee) to the 894 APA. A list of the Assumed
Contracts that the Purchaser is interested in having assigned is attached as Schedule 2.1 (e)
2.1 (e) (sic) to the 894 APA.
30. Notwithstanding the 894 APA reflects that the Company and the Purchaser shall use efforts
to obtain the Consents, the Company has asked the Proposal Trustee to assist with the
notification and Consent process.
31. Since the filing of the First Report, the Company’s legal counsel and the Proposal Trustee
have continued to follow up with the landlords and counterparties to the Real Property
Leases and Assumed Contracts to inquire as to the status of the Consents.
32. As at the end of business on July 22, 2014, the Proposal Trustee advises the Court that:
a. Of the 148 landlords where consent to the assignment is required:
i. 135 have been contacted directly by telephone, of which:
1. 100 are deemed critical pursuant to the 894 APA;
2. 35 are deemed not critical pursuant to the 894 APA.
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ii. 13 have not yet been contacted directly by telephone despite efforts to do so
by the Proposal Trustee and the Company’s legal counsel, of which:
1. 11 are deemed critical pursuant to the 894 APA;
2. 2 are deemed not critical pursuant to the 894 APA.
b. All eight of the counterparties to the Assumed Contracts that require consent to the
assignment have been contacted directly, of which:
i. 7 are deemed critical pursuant to the 894 APA;
ii. 1 is deemed not critical pursuant to the 894 APA.
33. With respect to the status of the Consents, the Proposal Trustee advises the following:
a. Of the 148 landlords where consent to the assignment is required:
i. 71 have provided their consent, of which:
1. 47 are deemed critical pursuant to the 894 APA;
2. 24 are deemed not critical pursuant to the 894 APA.
b. Of the eight counterparties to the Assumed Contracts, 2 have provided their consent
and both are deemed critical.
34. Set out below is a summary of the status of the efforts in respect of the Real Property Leases
and the Assumed Contracts:
Parties Contacted Directly by Telephone
at as 7/22/2014
Counterparties
Contacted Total Percentage
Critical
7
7
100%
Not Critical
1
1
100%
Total
8
8
100%
9
Landlords
Contacted
Total Percentage
100
111
90%
35
37
95%
135 148
91%
as at 7/22/2014
Critical
Not Critical
Total
Landlords not yet contacted by
telephone despite efforts to do
so by the Proposal Trustee
Outstanding Total Percentage
11
111
10%
2
37
5%
13 148
9%
Consents Received
as at 7/22/2014
Critical
Not Critical
Total
Counterparties
Consents
Received
Total
Percentage
2
7
29%
0
1
0%
2
8
25%
Landlords
Consents
Received
Total Percentage
47
111
42%
24
37
65%
71 148
48%
35. A detailed listing of the landlord and counterparty Consents that have been received is
attached as Appendix “E” and a listing of the landlords and counterparty Consents that have
not been received is attached as Appendix “F”.
36. The Proposal Trustee notes that a number of additional Consents are anticipated to be
received in the coming days. With respect to parties contacted directly who have not yet
provided their Consent, set out below are some of the typical remarks the Proposal Trustee
has received from these parties:
a. consent to assign is in the process of being reviewed by property managers, leasing
departments and/or legal counsel;
b. consent to assign is agreed to in principle but the landlord wants to see a formal
assignment and assumption agreement binding the Purchaser, the current tenant
(Herbal Magic) and the landlord. In some instances, landlords have drafted their
own lease assignment agreement, which is currently being reviewed by the Company
and Purchaser;
c. landlords want assurances that legal fees relating to the lease assignment will be paid
for by Herbal or the Purchaser - in one case they are demanding this payment be
made up front before any work on the consent to assign will be done;
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d. landlords are requesting additional security deposits to be provided, above the
deposits currently being held which the Purchaser will acquire pursuant to the 894
APA;
e. landlords operating under existing month-to-month lease terms want to negotiate
and sign a new lease agreement with the purchaser; and
f.
certain landlords requiring more information from the Purchaser (financial history)
before agreeing to provide their Consent.
37. The Proposal Trustee has forwarded these requests to the Company’s and the Purchaser’s
legal counsel.
38. The Proposal Trustee and the Company’s legal counsel will attempt to continue to contact
the remaining parties where Consent has not yet been provided in order to seek their
Consent. The Proposal Trustee anticipates filing a Supplemental Report to the Court
advising the Court of additional Consents that have been received, if any, prior to the motion
scheduled for July 28, 2014.
F. PROPOSAL TRUSTEE’S VIEW OF THE EFFORTS TO NOTIFY THE
AFFECTED LANDLORDS AND COUNTERPARTIES OF THE
PROCEEDINGS IN ORDER TO OBTAIN THEIR CONSENT TO AN
ASSIGNMENT
39. The Proposal Trustee has allocated a significant amount of time and resources over the past
10 days in an effort to ensure that landlords, counterparties and franchisees (where the
Company is seeking the assignment of their contracts) were notified of the various
applications that may affect them.
40. As noted in the First Report and summarized below, the following summarizes the efforts
made to date to reach the landlords and counterparties over the period July 14, 2014 to July
22, 2014. The Proposal Trustee and the Company’s counsel have:
a. initially notified 150 landlords and 17 counterparties (whether consent is required or
not) of the intention of the Company to seek an assignment of their contracts to the
Purchaser;
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b. emailed 146 landlords and 8 counterparties (where consent is required) a condensed
copy of the Motion Record;
c. sent by rush courier to 146 landlords and 8 counterparties (where consent is
required) the full copy of the 590 page motion record in respect of the July 28
Motion;
d. emailed and couriered copies of the Proposal Trustee’s First Report to 146 landlords
and 8 counterparties (where consent is required);
e. contacted the landlords for the Two Additional Leases and provided them with the
materials filed in these proceedings;
f.
placed numerous calls and responded to various email inquiries from landlords,
counterparties and franchisees in respect of the material provided to these parties by
the Proposal Trustee; and
g. posted copies of all materials on the PwC NOI Website.
41. The Proposal Trustee has encountered some issues with the service of materials including
incorrect email addresses, fax numbers, mailing addresses and requests for multiple copies
of materials to be delivered to alternate addresses. In each instance, the Proposal Trustee
has sought clarifying information from the Company and has conducted internet searches
and/or called the party directly to confirm their contact information and resent the
materials.
42. The Proposal Trustee will serve a copy of the Second Report to landlords and counterparties
in the same manner as the First Report prior to the hearing of the July 28 Motion.
43. Based on the foregoing, the Proposal Trustee is of the view that all reasonable efforts have
been made to provide service of the various materials filed in these proceedings and all
requests for Information by the various parties and stakeholders have been responded to in
a timely manner, either by the Proposal Trustee or the Company.
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G. APPOINTMENT & DISTRIBUTION ORDER SOUGHT BY HERBAL MAGIC
44. The Company intends to bring a motion for an Order (the “Appointment & Distribution
Order”):
a. appointing PwC as interim receiver pursuant to Section 47 and 47.1 of the BIA over
the cash proceeds of the Sale Transaction and any other cash in the possession of the
Company or that may come into possession of the Company after closing of the Sale
Transaction (collectively, the “Monies”), for the sole purpose of performing the
distributions described below;
b. directing PwC, in its capacity as interim receiver, to distribute the Monies, after
paying costs of the NOI proceedings, to The Toronto-Dominion Bank, as agent for
the Senior Lenders, (in such capacity, the “Senior Agent”) following the expiry of a
period of 30 days after the granting of the Appointment & Distribution Order, subject
to a holdback of up to $100,000 for employee related claims, unless another party
serves a motion asserting a priority claim to all or any portion of the Monies prior to
the expiry of that 30 day period. If such a motion is served, the distribution of
Monies to the Senior Agent shall be reduced by the amount of the competing priority
claim pending resolution of that priority claim;
c. directing that the interim receiver’s appointment shall terminate on November 28,
2014, subject to further extension by the Court;
d. confirming that the Proposal Trustee is not obligated at this time to file or send a
material adverse change report pursuant to Section 50.4(7) of the BIA;
e. authorizing the interim receiver to take steps and execute documents on behalf of the
Company as necessary or desirable to assign the Participation Agreement to the
Senior Agent.
Interim Receiver
45. PwC, in its capacity as interim receiver, would hold the Monies for distribution to the Senior
Agent until such time as those funds can be distributed in accordance with the Appointment
& Distribution Order.
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46. As the Proposal Trustee under the NOI filed by the Company, PwC is qualified to act as
interim receiver pursuant to Section 47.1 of the BIA.
47. As a licensed trustee under the BIA, PwC is qualified to act as an interim receiver pursuant
to Section 47 of the BIA.
48. PwC has provided its written consent to act as interim receiver in this matter pursuant to
Sections 47 and 47.1 of the BIA for the purposes set out in the draft form of Appointment &
Distribution Order.
49. The Proposal Trustee has been advised by the Senior Agent that the Senior Lenders believe
that the appointment of an interim receiver is appropriate as it appears that all Monies are
subject to the security interest of the Senior Agent and following the Sale Transaction there
will be no directors and officers of the Company, and as such the Senior Lenders believe
those funds should be held by an interim receiver while time is provided to enable parties to
assert any priority claims prior to the distribution (as discussed in more detail below).
Dispensing With Requirement To Provide Material Adverse Change Report
50. The Proposal Trustee seeks the Court’s confirmation that it is not obligated to file a material
adverse change report pursuant to Section 50.4(7) of the BIA upon completion of the Sale
Transaction. While the completion of the Sale Transaction is a material event for the
Company, the Proposal Trustee does not believe that a material adverse change in the
Company’s projected cash flow or financial circumstances will occur as a result of the
completion of the Sale Transaction.
51. All parties of which the Proposal Trustee is aware that may have an interest in the Monies,
being the primary remaining asset of the Company following completion of the Sale
Transaction, have been or will be served with the Proposal Trustee’s reports in connection
with the Sale Transaction and the distribution motion relating to the Monies. Those reports
have provided a comprehensive update on these proceedings. Therefore, the Proposal
Trustee does not believe that the filing of a report pursuant to Section 50.4(7) of the BIA and
the delivery of that report to all creditors of the Company following closing of the Sale
Transaction will be of practical assistance in the circumstances of these proceedings or
provide any additional information to any creditors with an economic interest in the
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Company’s assets. The Proposal Trustee also intends to serve the Office of the
Superintendent of Bankruptcy.
Distribution
52. Attached as Appendix “G” is a copy of the Security Opinion dated July 17, 2014 (the
“Opinion”) obtained by the Proposal Trustee from its legal counsel, Norton Rose Fulbright
Canada LLP. The Opinion provides that, subject to the qualifications contained therein, the
Senior Agent, as agent for the Senior Lenders, holds a security interest in the Company’s
assets as set out in its security agreement and perfected in Ontario.
53. The Opinion appends summaries of searches conducted by Norton Rose Fulbright Canada
LLP under the personal property security registries for each jurisdiction in which the
Company’s assets are located (the “Searches”). The Searches show that Senior Agent has
made registrations in each such jurisdiction.
54. Each other party that has a registration appearing on the Searches was served with notice of
the Distribution Motion.
55. The Proposal Trustee is not aware of any party that asserts an interest in the Monies in
priority to the interest of the Senior Agent. However, the Proposal Trustee cannot
definitively determine that no party has such a priority interest in the Monies.
56. The Proposal Trustee believes that any uncertainty on this point is reasonably mitigated in
the circumstances by the provisions of the Appointment & Distribution Order that delay any
distribution of funds to the Senior Agent for a period of 30 days in order to allow any other
interested party time to serve a motion asserting a priority interest in those funds.
57. If such a motion is served, a sufficient portion of the Monies would be held back by the
interim receiver to resolve any priority claim that may be found to exist.
58. As noted above, authorization is sought for the interim receiver to take steps and execute
documents on behalf of the Company as necessary or desirable to assign the Participation
Agreement to the Senior Agent. As described in the First Report, the Participation
Agreement calls for the Purchaser to pay to Herbal Magic 5% of all Adjusted Net Sale
Proceeds in excess of the Purchase Price and specified costs in the event of a prescribed asset
or share sale transaction involving Herbal Magic in the future. The assignment of the
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Participation Agreement to the Senior Agent would cause the proceeds derived from the
Participation Agreement to be treated in the same manner as the Monies.
H. PROPOSAL TRUSTEE’S RECOMMENDATION
59. In the First Report, the Proposal Trustee advised that it was supportive of the Company’s
motion to approve the sale and outlined to the Court the Proposal Trustee’s reasons for the
Proposal Trustee’s support.
60. The Proposal Trustee is of the view that it is in best interests of the Company’s stakeholders
that the Sale Transaction close. Those Real Property Leases and Assumed Contract where
consent has not yet been provided are a key component of the closing and are integral to the
business being purchased pursuant to the Sale Transaction.
61. The Proposal Trustee notes that:
a. as provided in the 894 APA, all Cure Payments will be made at the time of the
assignments of the Real Property Leases and the Assumed Contracts;
b. the Purchaser will provide further Information with respect to its ability to perform
the obligations under the Real Property Leases and the Assumed Contracts and the
appropriateness of the proposed assignments in an affidavit to be served and filed
with the Court prior to the July 28 Motion;
c. the Proposal Trustee has taken reasonable steps to give notice of the July 28 Motion
to every party to a Real Property Lease or Assumed Contract that could be the subject
of the July 28 Motion; and
d. no information has come to the attention of the Proposal Trustee to suggest that any
of the Real Property Leases or Assumed Contracts that may be the subject of the July
28 Motion are not assignable by reason of their nature.
62. Therefore, for the same reasons outlined in the First Report and for the reasons listed above,
the Proposal Trustee supports the Company’s motion for an order assigning to the Purchaser
those remaining Real Property Leases and Assumed Contracts where Consent has not been
provided.
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63. Further, the Proposal Trustee has reviewed section 66(1.1) of the BIA and advises the Court
that the Proposal Trustee approves the proposed assignment of those Real Property Leases
and Assumed Contracts where Consents have not yet been received.
64. As noted above, the Proposal Trustee anticipates filing a Supplemental Report to the Court
advising the Court of additional Consents that have been received, if any, prior to the motion
scheduled for July 28, 2014 and attaching an updated list of the Consents that have not been
received.
65. The Proposal Trustee supports the granting of the Appointment & Distribution Order in the
form sought by Herbal Magic in the Distribution Motion. Such an order will provide thirty
days for any claimant to assert a priority over the interests of the Senior Lenders.
This report is respectfully submitted this 24th day of July, 2014.
PricewaterhouseCoopers Inc.
Proposal Trustee under the Notice of Intention to File a Proposal
Of Herbal Magic Inc.
Gregory Prince, CIRP
Senior Vice President
Sean Fleming, CIRP
Senior Vice President
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APPENDIX A
Email to Landlords and Counterparties dated July
18, 2014
Herbal Magic Inc. - Court File No. 31 - 1890162 Trustee's First
Report to Court
Shawna A. Moore
to: shawna.a.moore
07/18/2014 06:27 PM
Bcc: Sean Fleming
History:
This message has been forwarded.
Shawna A. Moore
Herbal Magic Inc. - Court File No. 31 - 1890162 Trustee's First Report to Court
As detailed in the Proposal Trustee’s letter to you dated July 17, 2014, the motion to approve an
asset purchase agreement dated July 11, 2014 between Herbal Magic Inc. and 8942595 Canada
Inc. is scheduled for July 25, 2014. In addition, a motion for an order assigning certain leases
and contracts is scheduled for July 28, 2018 (collectively the “Motions”). A copy of the motion
materials for these Motions was sent to you on July 17, 2014 by the Proposal Trustee.
In order to provide the Court with further information relating to the Motions, the Proposal
Trustee has prepared a report to the Court, a copy of which is enclosed and is available on our
website at www.pwc.com/car-herbal.
PricewaterhouseCoopers Inc.
Proposal Trustee
in the Matter of the Proposal of Herbal Magic Inc.
APPENDIX B
Herbal Magic Inc. Employee Termination Letter
dated July 21, 2014
July 21, 2014
PRIVATE AND CONFIDENTIAL
{First Name} {Last Name}
{Address}
{City}, {Province}
{Postal Code}
RE: TERMINATION OF EMPLOYMENT
Dear {First Name} {Last Name}:
This letter is to inform you that your employment with Herbal Magic Inc. (the “Company” or “Employer”) is being
terminated, effective July 29, 2014, in connection with the Company’s filing of a Notice of Intention to Make a Proposal
(“NOI”) pursuant to Section 50.4(1) of the Bankruptcy and Insolvency Act (“BIA”) and its entering into an Asset Purchase
Agreement with 8942595 Canada Inc. for the purchase of substantially all of the Company’s assets.
PricewaterhouseCoopers Inc., the Proposal Trustee under the NOI, has established a website (www.pwc.com/car-herbal)
for creditors, customers, employees and other stakeholders where further information can be obtained on the NOI
proceedings.
You are an important member of the team required to manage through this Notice period, which will commence today and
will conclude on July 29, 2014 (the “Notice Period”). During this time, your salary and benefits will continue as normal.
You will also continue to participate in the Company’s regular commission program. Your responsibilities, beyond
ongoing duties currently in place, could include various tasks required to close down the operations of your home centre.
Payment of your final payroll for hours worked through July 29, 2014, commissions earned, and any eligible unused
vacation pay will be made on the next regular pay cycle with a deposit date of August 8, 2014. All payments will be
subject to applicable deductions and withholdings. Your right to receive such payments is conditioned upon (a) you not
resigning your employment during the Notice Period and (b) your fulfillment of your duties.
Any amounts that may be owing to you in respect of termination pay and/or severance pay as at July 29, 2014, will likely
be dealt with under the Wage Earner Protection Program Act (Canada) (“WEPPA”). Further information regarding
WEPPA will be provided to you after July 29, 2014.
Please note that your current group benefit coverage will be continued up to and including July 29, 2014. You are eligible
to convert your group life insurance plan to an individual policy at your own cost. If you wish to consider this option,
please contact The Group Accounts Service at the Head Office of Equitable Life at One Westmount Road North, P.O.
Box 1603, Station Waterloo, Waterloo ON N2J 4C7, 1-800-265-4556 immediately to discuss the details. This option
expires 31 days from July 29, 2014 so you should investigate this possibility as soon as possible.
Following the termination of your employment with the Company, we ask that you promptly return to the Company, all
Company property that is in your possession. Please inform our Payroll Department of any change in your address in the
next year so that your 2014 T4 can be forwarded to you.
Please indicate your acknowledgment of this offer by signing and returning this letter no later than July 24, 2014 at 5:00
p.m. to Jeanie Zamecnik, Payroll Administrator at [email protected], by fax at 519-688-3727 or by courier to
Herbal Magic Head Office, 1867 Yonge Street, Suite 700, Toronto ON M4S 1Y5.
Yours truly,
Herbal Magic Inc.
{Area Manager Name}, Area Manager
I hereby accept the terms and conditions contained in this letter. I also acknowledge and agree that I am entering into this
arrangement voluntarily and without duress.
_________________________________
Employee’s Signature
____________________
Date
APPENDIX C
Forecast to Actual Cash Flow Variance Report for
the Period July 12, 2014 to July 18, 2014
Herbal Magic Inc.
Forecast to Actual Variance Report
For the 1 week period ended July 18, 2014
Receipts and Disbursements
cumulative from
July 12, 2014 to July 18, 2014
Variance
Forecast
Actual
($)
(%)
Opening cash per GL
Receipts
Corporate centre sales
Product sales (Franchisees)
Weekly fees (Franchisees)
Contributions (Franchisees)
Total Receipts
927,822
927,822
-
0%
450,000
85,000
10,919
88,000
633,919
465,464
73,264
9,700
60,756
609,184
15,464
(11,736)
(1,219)
(27,244)
(24,734)
3%
-14%
-11%
-31%
-4%
Disbursements
Inventory purchases
Utilities
Visa payments
General and administrative
Rent
Bank fees
Payroll and benefits
Employee expenses
HST
Marketing and advertising
Professional and legal fees
Total Disbursements
27,200
121,000
2,000
150,200
26,168
122,031
4,798
152,997
(1,032)
1,031
2,798
2,797
0%
0%
0%
-4%
1%
140%
0%
0%
0%
0%
0%
2%
Net change in cash
Closing cash per G/L
483,719
1,411,541
456,187
1,384,009
(27,532)
(27,532)
-2%
APPENDIX D
Amended Cash Flow Forecast
pie Inc. (non consolidated)
Amended ah tow Forecast
For the per od July 12, 2014 to August 29, 2014
Period
Week ending (Friday)
Opening cash as per CL
Receipts
Corporate centre sales
Product sales (Franchisees)
Weekly fees (Franchisees)
Contributions (Franchisees)
Total Receipts
1
2
3
4
S
Notes
2
3
4
6
Au
275,108
7
Aug9
(321,174)
Total
927.822
927,822
1,411,540
822,459
176378
450,000
450,000
85,000
10,919
-
450,000
85,000
10,919
2,180,000
85,000
10,919
450,000
85,000
10,919
-
450,000
450,000
85,000
10,919
88,000
85,000
10,919
-
85,000
10,919
-
4,880,000
595,000
76,43!
88,000
633,919
545,919
545,919
2,275,919
545,919
545,919
545,919
5,639,431
45,000
20,000
100,000
227,000
(76,811)
I) i, ho rsem en
.5
lnventnr\ purchases
40,000
20,000
117,000
15M00
2,00()
20.000
6
Utilities
7
1Visa
00,000
payments
327.000
207,000
Genera! and administrative
8
27,200
7
121.000
Rent 2,000
2,000
45,000
2.000
J3ank fees
0
1026,000
ParoI! and benefits
951,000
5,000
10,000
1 rriployee °P05°
sIarkct op an I ads ertising
PriOssi .,nal mu 'pal Ices
1 otal J)isbursements
-
124,I')S
14
15
l50,200
483,718
Net change in cash
1,411,540
(losing cash per G/L
-
I )ated at I oron to, ( )ntario, this 2 rd day of July 2014
I S (tOO
1.135,000
800.0))')
1,192,000
2,529,108
194,000
30.001)
'5000
10,000
2 S 0.000
300.000
1.142.200
982,000
85,000
117,000
200,000
939.401
SO I .00))
5,000
2,928,000
5,000
280000
"99.108
975,000
7,324.508
57,000
27,200
2,000
951.000
-
(589,081)
(646,081)
(253,189)
351,919
(596.282)
(436,081)
(1,685,078)
822,459
176,378
(76,811)
275,108
(321,174)
(757,256)
(757,256)
Jhus statement 01 projected cash
floe.
of herbal Magic Inc. is prepared in accordance seth
section 0 4i 2 I the I1unkruptcy and I ssoIvenc Act and should he read in con junc lion
with the Trustee", Report of the) ash-I' ow Statement dated the 21st da of J015 2014
Stephen Itt no ii, 'IC)
I lerha1 M ugic Inc.
Gregory l'rins e -
r or \'rce Pre',i,ienr Pr icewaterhouseCoopers Inc
'I rustec
Notes
Ibis projected Cash Flow Forecast ("( FF") is prepared pursuant to the requirements of 0.1(2)(a) of the Bunkruptcy nJ /nsoivencj'1cI
Management of Herbal Magic inc. has prepared this CFF based on the probable and hypothetical assumptions detailed below. Actual results will likely vary
from the projections and such variations may be material.
Die projections generalty assume payments are made on a COD basis, other than amounts that may become due to taxing authorities.
)u July II, 2(114, Herbal Magic Inc. entered into an agreement ss ith S94259. Canada Inc. which contemplates the sale of substantially all of Herbal Magic's
assets with the orticipated closing to occur on July 29, 2014. [he sale is subject to court approval. The Company is seeking a sealing order with respect to
the purchase price pending a closing of the sale and, therefore, the sales proceeds are not reflected in the CFF, Notwithstanding the pending sale, the CFF
assumes that the sale does not close on July 29, 2(114 and the Company continues to operate in the normal course.
This (PP has been prepared on the assumption that the sale transaction between Herbal Magic Inc. and 894259S Canada Inc. the "Proposed Sale") is not
completed in the time period covered by the CFF.
Ihe (FT has been prepared on this basis in order to provide improved disclosure, as the completion of the Proposed Sale is not a certainty. This assumption
is riot intended to he an indication of the insolvent person's view of the probability that the Proposed Sale svill be completed. If the Proposed Sale is
completed revis d inform ition will be provided in the impact of the compktion of the Proposed 'aie upon the cash tows of the mrsolsnt person
e centre sales are compricd of product sales and monthly resenucs collected from Herbal Magic clients
oduct silt. S ire comprised ot Uie tIe I suppleinet ts and other roduets to I r irmchises and are based on historical sale and collection patterns
eekly fees are comprised of Franchise Agreement fee payments collected from the 37 Herbal Magic Franchisees.
4 Ct rtiihutions 'ire c mprised of aim u its ieCt.iS d froni Irmchisees in respect of their obligation to contribute to the payment of Herbal Magtc4s marketing
costs as per the Franchisee Agreement.
5 Inventory purchase ie e5tiiIl iicd ç° t NO[ p irchases of inventory r°quired for the huiness h ised on eu'Tent inntor) levels
6 Utilities represent pas merits foi utilitie felectric tc kphone etC
it C erporte C ntres and are based in hictori at p i'yitiCflS iii icli. to utility compantes
7 Visa payments r pre ent (hr reimnbui ernerit ol go t tilini ( iirngai ' I ur chases nmde as head oIl ire t ill ad u a ii an i.._ is on pe'sonal credit cards
8 General and administratise p ynmcnC rigirsent costs iris un-ed titr oftice suppi'c
210 corporate store locations
photocopier/fax equigmcnt lease payments and other (i&A costs at the
9. Rent is comprised ofpaymerrts due on comimmertial properties leased by !Jerhal Magic.
10. Bank fees are comprised of banking kes, forbearance fees and other miscellaneous expenses and are based on historical patters
11 Payroll represents salaries, wages, vacation pay, pension contributions and other postemployment benefits. Hourly payroll and salary costs and benefits
are based on the forecasted head count.
12. Employee expenses represent re4mbursement of post-filing expenses incurred by employees (i.e.. travel, sustenance, accommodation etc.)
13. HST is the anticipated amount of tax to be remitted to tax authorities in the month of July.
14, Marketing and advertising costs are based on monthly Herbal Magic marketing primarily on tv and the internet.
15 Professional and legal fees represent the payment of anticipated fees and disbursements of the Proposal Trustee and its legal counsel Herbal Magic s legal
counsel, and the Lending Syndicate's legal counsel,
APPENDIX E
Listing of Landlord and Counterparty Assignment
Consents Received
Herbal Magic Inc.
Landlord Consents Received as of July 22, 2014
Critical
vs
Centre Name
Landlord Name
Other
1 Critical
Airdrie
Lappas Restaurant Ltd.
2 Critical
Ajax II
Federal Management Group Ltd.
3 Critical
Aurora
2299653 Ontario Inc.
4 Critical
Barrie II
Glenronan Investments Limited
5 Critical
Belleville
1479456 Ontario Inc.
6 Other
Beloeil
Place Beloeil Inc.
7 Critical
Brampton II
County Court Centre Ltd.
8 Critical
Brandon
D.K. Hawking Ltd.
9 Other
Brockville
EAP Perspectives Inc.
Landlord Address
c/o Paul Lappas 249 Madeira Crescent NE,
Calgary AB T2A 4N3
2001 Sheppard Ave E. Toronto ON, M2J
4Z8, Suite 300
ATTN: Alireza Arasteh 2153 Oneida Cres.
Mississauga ON L5C 1V7
150 Connie Cresent, Unit 4, Concord
ON,L4K1L9
194 Haig Road Suite 32 Belleville ON
K8N0A8
220 Rue Brebeuf, Beloeil QC J3G 5P3
40 Vogell Road, Suite 1, Richmond Hill ON
L4B 3N6
Box 456 Onanole, MB, R0J1N0
2838 2nd Concession Road, Brockville ON
K6V 5T1
#200, 1029-17 Ave SW, Calgary AB T2T
0A9
Date of
Original
Lease
Lease
Expiry
Date
01-Apr-12
31-May-15
17-Jan-05
28-Feb-18
12-Mar-04
30-Jun-19
28-Aug-02
30-Nov-17
13-Jan-11
31-Jan-16
01-Jul-12
30-Jun-17
28-Jul-97
30-Nov-18
26-Jun-08
31-Jul-18
07-May-12
31-May-15
01-Mar-01
31-Mar-16
01-Oct-12
31-Jan-18
06-Jun-06
31-Aug-16
25-Jun-12
30-Jul-17
10 Critical
Calgary Lincoln
Mountain Development Corp
Park
11 Critical
Calgary
Springbank
1668914 Alberta Ltd.
12 Critical
Cambridge III
Terrace Manor Limited
13 Other
Candiac
JAG Realty (Montreal) Company
14 Other
Carleton Place
743104 Ontario Inc. O/A Roseland
PO box 649 Stittsville ON K2S 1A7
Developments
21-Apr-08
31-May-17
15 Critical
Cobourg
674659 Ontario Limited
29-Oct-09
31-Oct-14
1668914 Alberta Ltd. c/o Matrix Realty
Services #222, 755 Lake Bonavista Dr. SE
Calgary Alberta T2J 0N3
1407 Yonge St Suite 303, Toronto ON M4T
1Y7
4, Montcalm Sud, Suite 230, Candiac,
Quebec, J5R3M2
6, Hamilton Court, Cobourg ON K9A 3S3
Herbal Magic Inc.
Landlord Consents Received as of July 22, 2014
Critical
vs
Centre Name
Landlord Name
Other
Landlord Address
1300 Bay St. Suite 300, Toronto ON M5R
3K8
13490 7th Concession, King City ON L7B
1K4
Suite 101 - 95 King Street East, Toronto
Ontario, M5C 1G4
44 Bruce Farm Drive, Toronto, ON M2H
1G5
25 Adelaide St. East Suite 900, Toronto ON
M5C 3A1
18140 107 Avenue, Edmonton, Alberta T5S
1K5
516 Garrison Rd. Unit 5, Fort Erie ON L2A
1N2
100 - 1090 Homer Street, Vancouver, BC
V6B 2W9
20 Memorial Drive, Gander,
Newfoundland, A1V 1A4
74015 Market Place Post Office
Georgetown, Ontario L7G 5L1
Canada
101 Ira Needles Blvd. Waterloo ON N2J
3Z4
16 Critical
Cold Lake
Gulf & Pacific Equities Corp.
17 Critical
Collingwood
WPC Investments Inc.
18 Other
Dartmouth I
Pyxis Real Estate Equities Inc.
19 Other
Dundas
Accusound Industries Inc.
20 Other
Dunnville
Frank Bennett
21 Critical
Edmonton
Parkwest I
REID Worldwide Corporation
22 Other
Fort Erie
1071031 Ontario Inc.
23 Other
Fort St John
Centeur Properties Limited
24 Other
Gander
Glenn Collings Limited
25 Other
Georgetown
A. Euteneier Limited
26 Other
Goderich I
Cynthia Voisin "in trust"
27 Other
Grand Falls
Paul Evans
8 Hardy Ave, Grand Falls NL A2A 2P9
28 Critical
Hamilton 1
GPM Inc. (12) GP Inc. c/o TAG
Management
29 Critical
Hamilton IV
Laurier 550 Fennell Avenue Inc.
(used to be Fenworth Plaza Inc.)
Date of
Original
Lease
Lease
Expiry
Date
13-Jun-08
30-Jun-15
05-Mar-98
31-Mar-19
01-Dec-00
30-Apr-15
03-Sep-02
31-Aug-14
05-Mar-13
31-Oct-15
05-Feb-02
28-Feb-19
09-Jan-04
MTM
01-Jun-03
31-Jul-18
21-Feb-11
31-Mar-16
08-Feb-04
30-Apr-18
09-Jan-13
31-Jan-19
21-Nov-11
28-Feb-18
1-5510 Mainway, Burlington, Ontario, L7L
6C4
22-Apr-08
30-Apr-18
150 Connie Cresent, Unit 4, Concord
ON,L4K1L9
02-Sep-05
31-Aug-15
Herbal Magic Inc.
Landlord Consents Received as of July 22, 2014
Critical
vs
Centre Name
Landlord Name
Other
1281632 Ontario Ltd c/o Value
30 Other
Keswick
Centres Inc.
Landlord Address
Date of
Original
Lease
Lease
Expiry
Date
10-445 Edgeley Blvd. Concord ON L4K 4G1
24-Feb-03
31-Jul-17
31 Critical
Lacombe
Anthem Ottewell Holdings Ltd.
300-550 Burrard Street, Vancouver, BC,
V6C 2B5
01-Jan-09
31-Dec-18
32 Other
Langley
Crossing
First Capital (Langley Crossing)
Corporation
Suite 400, 1550 8th Street SW, Calgary,
Alberta, T2K 1K1; copy to Suite 400, 85
Hanna Avenue, Toronto, Ontario, M6K 3S3
17-Sep-12
30-Nov-17
33 Other
Leamington
1762690 Ontario Inc.
3850 Dougall Ave Unit 10, Windsor ON
N9G 1X2
15-Apr-10
15-Apr-15
34 Critical
London I
(Wonderland)
Westwood Power Centre Inc.
75 Blackfriars Street, London, Ontario N6H
1K8
10-Jul-06
31-Dec-16
35 Critical
Mascouche
4258631 Canada Inc.
6600 boul Decarie, Suite 300, Montreal QC
H3X 2K4
01-Mar-12
28-Feb-17
36 Critical
Midland
1638466 Ontario Ltd.
1 German Mills Rd. Thornhill ON L3T 4H4
28-Dec-10
31-Dec-14
37 Critical
Morinville
Morinville Properties Inc.
01-Oct-10
30-Sep-15
38 Critical
Newmarket II
Birock Investments Inc.
01-Feb-07
31-Mar-17
15-May-12
31-Aug-16
01-Oct-10
31-Oct-15
05-Sep-07
30-Nov-16
01-Aug-02
31-Jul-18
25-Nov-05
12-Mar-16
39 Critical
40 Critical
41 Critical
North
Battleford
North
Vancouver
North York
West I
Concorde Holdings Ltd
AVG Holdings
Wycliffe (Wilson) Limited
42 Critical
Oshawa II
Rosehay Construction Limited
43 Other
Ottawa IV
368744 Ontario Limited
Suite 1407 TD Tower, 10088-102 Avenue,
Edmonton. AB, T5J 2Z1
372 Hollandview Trail, Suite 103, Aurora
ON L4G 7G3
1171-8th St E, Saskatoon, SK S7H 0S3
2550 Westhill Dr. West Vancouver BC V7S
3B7
1485 White Horse Rd, Downsview ON M3J
2Z2
180 Steeles Avenue West, Suite 210,
Thornhill, Ontario L4J 2L1
359 Kent Street, Suite 400, Ottawa, ON,
K2P 0R6
Herbal Magic Inc.
Landlord Consents Received as of July 22, 2014
Critical
vs
Centre Name
Landlord Name
Other
44 Critical
Peterborough I BH Parkway Place Ltd
45 Critical
Pickering I
1158560 Ontario Limited
46 Critical
Pierrefonds
9099-0458 Quebec Inc.
47 Critical
Port Hope
48 Critical
Landlord Address
Unit 500, 601 Dundas St E, Whitby ON
L1N 7B8
29 Connell Court, Unit 16, Toronto, ON,
M8Z 5T7
Date of
Original
Lease
Lease
Expiry
Date
11-Jun-07
31-Aug-16
MTM
MTM
800 Place Victoria suite 440 Montreal QC
H4Z 1E8, Attn: Mark Schneiderman
18-Aug-10
31-Jul-18
Palscher Canada Inc.
240 Duncan Mill Rd suite 405, Toronto ON
12-Oct-05
31-Mar-16
Port Perry
Vello Holdings Limited o/a
Karvon Properties
17-Jun-13
30-Jun-18
49 Critical
Prince Albert
2nd Ave West Plaza
20-Oct-09
31-Mar-15
50 Critical
Red Deer
1062101 Alberta Ltd.
Unit 8 11 Sims Cres. Richmond Hill ON
L4B 1C9
Unit 2730 2nd aver w, Prince Albert SK
S6V 5E6
307 Whispering Water Bend, Calgary AB
T3Z 3T2
07-Sep-10
30-Sep-18
51 Critical
Regina-Pasqua
1010 Pasqua St. N. Real Estate
Holdings Ltd.
1821 Scarth St., Regina SK S4P 2G9
01-Aug-08
30-Sep-18
52 Critical
Sarnia
1075115 Ontario Ltd.
01-Oct-12
30-Sep-19
53 Other
St Johns I
ZT Glenhill Plaza Inc. c/o Martek
Morgan Finch Inc.
03-Mar-08
30-Apr-18
54 Other
Stratford
JND Plaza Corp
01-May-06
31-Mar-16
55 Other
Strathmore
Sunstar Development Inc.
23 Villosa Ridge Point, Calgary AB T3Z 1H3
31-Dec-07
31-Dec-18
56 Other
Swift Current
Cory Carlson & Kimbrin Carlson
140 Central Avenue N., Swift Current, SK
01-Jun-11
31-May-16
57 Critical
Thunder Bay I
1825272 Ontario Inc.
30 Innovator Ave., Unit 12, Stouffville, ON
L4A 0Y2
08-Jul-08
MTM
555 Murphy Rd., Sarnia, ON, N7S 5B6,
Suite 1
Box 80 Atlantic Place 215 Water St. St.
John's NL A1C 6C9
Suite 6 421 Eglington Ave W, Toronto ON
M5N 1A4
Herbal Magic Inc.
Landlord Consents Received as of July 22, 2014
Critical
vs
Centre Name
Landlord Name
Other
58 Critical
59 Critical
60 Critical
Thunder Bay II Dawson Heights Plaza Limited
Vancouver
Central II
Victoria III
(Colwood)
Joeys Holdings Inc.
0742265 BC Ltd
Landlord Address
560 Squier Place, P. O. Box 10662,
Thunder Bay ON P7B 6V1, Attn: Thomas A.
Jones, Tom Jones & Sons Limited.
160 - 2498 West 41st Avenue Vancouver,
BC V6M 2A7
2244 Sooke Road, Suite 100B, Victoria, BC
V9B 1X1
6 Westmount Park Rd. Toronto, ON M9P
1R5
2294 Islington Ave, Toronto ON M9W
3W8
6 Adelaide ST East Suite 700. Toronto ON
M5C 1H6
Date of
Original
Lease
Lease
Expiry
Date
07-Nov-07
30-Nov-15
15-Dec-05
28-Feb-17
29-Sep-11
31-May-16
01-Mar-08
31-Mar-18
01-Sep-06
31-Aug-19
30-Mar-98
31-May-16
01-Jul-11
MTM
61 Other
Wasaga Beach
Remus Property Group Inc.
62 Critical
Waterdown
Morreti Property Limited
63 Critical
Waterloo I
EMTWO Properties Inc.
64 Other
Weyburn
Golden West Broadcasting Ltd.
Box 340, Weyburn, SK S4H 2K2
65 Other
Wingham
Wayne & Deborah Colclough
75 Mary Street, Wingham, Ontario N0G
2W0.
21-Mar-13
30-Apr-18
66 Critical
Winkler
3267629 Manitoba Ltd. and
3693415 Manitoba Ltd. o/a
Harvest Plaza
390 1st St Unit B, Box 160, Winkler MB
R6W 4A4
06-Jan-09
31-Jan-19
29-Oct-03
31-Jul-19
01-Dec-98
30-Nov-18
12-Mar-14
30-Nov-18
12-Mar-14
31-Jan-18
67 Critical
68 Critical
69 Critical
70 Critical
Winnipeg I
(Portage)
Winnipeg II (St
Vital)
Winnipeg III
(North
Kildonan)
Winnipeg V
Spruce Developments Ltd
Norvan Enterprises Ltd
Rossmere Shopping Centre Ltd.
c/o Shindico Realty
386 Broadway, Unit 601, Winnipeg MB
R3C 3R6
246 Dunkirk Drive, Winnipeg MB R2M
2W9
1355 Taylor Ave., Suite 700, Winnipeg, MB
R3M 3Y9
Garland, Lyon & Wilkinson
1355 Taylor Ave, Suite 200, Winnipeg MB
Partners Ltd. & Kenwal Properties
R3M 3Y9
Ltd.
Herbal Magic Inc.
Landlord Consents Received as of July 22, 2014
Critical
vs
Centre Name
Landlord Name
Other
71 Critical
Woodstock
Strongman Properties Inc.
Landlord Address
156 Lakeshore Rd E, Suite 200, Oakville
ON L6J 1H4
Date of
Original
Lease
27-Sep-05
Lease
Expiry
Date
30-Nov-18
Herbal Magic Inc.
Counterparty Consents Received as of July 22, 2014
Contracting
Counterparty
Critical
vs Other
Name of
Contract
Nature of
Agreement
Contracting Party Address
Date of
Contract
Contract
Expiry Date
Accelerated
Connections Inc.
Critical
Agreement
Internet and cloud
data services
155 Wellington Street West, Suite
3740, Toronto, ON M5V 3H1 Attn:
President
Not
specified
3 years from
commencement
Thomson Group
2 (Thompson
Terminals)
Critical
Operating
Services
Agreement
Thomson Terminals Limited, 100
Warehousing and
Iron Street, Rexdale, ON M9W 5L9
operational services
Attn: James D. Thomson
1-Oct-09
31-Oct-19
1
APPENDIX F
Listing of Landlord and Counterparty Assignment
Consents Not Yet Received
Herbal Magic Inc.
Landlord Consents Not Received as of July 22, 2014
Critical
Centre
vs
Landlord Name
Name
Other
1 Critical
Abbotsford II 0973208 B.C. Ltd.
Landlord Address
Date of
Original
Lease
Lease
Expiry
Date
c/o Canreal Management Corporation
Suite 409 - 808 Nelson Street
Vancouver, British Columbia
31-Jan-06
28-Feb-19
c/o Property Tech 4305 Fairview St Suite
#432 Burlington, ON L7L 6E8
23-Jul-08
30-Apr-17
2 Critical
Ancaster
Paramount Overseas
Investments Holdings
Limited
3 Other
Bay Roberts
Eastern Services Inc.
4 Critical
Bowmanville
Valiant Rental Inc.
5 Critical
Bracebridge
TAG Enterprises
6 Critical
Brampton III Calloway REIT (Brampton) 700 Applewood Crescent Suite 200,
(Bramalea)
Inc.
Vaughan ON L4K 5X3
25-Aug-09
31-Mar-16
7 Critical
Burnaby I
Hollyburn Estates Ltd.
101-4288 Grange Street Burnaby BC
V5H 1P2
08-Apr-04
9-Sep-14
20-Jun-02
30-Jun-17
01-Jul-06
31-May-19
27-Apr-06
28-Feb-16
18-Jun-99
30-Jun-16
114 Conception Bay Hwy, Bay Roberts
Not provided
NL
177 Nonquon Rd 20th Floor, Oshawa ON
22-Jun-09
L1G 3S2
19 Monck Rd Main Office, Bracebridge
29-Mar-05
ON P1L 1S5
8 Critical
Calgary
Central
Bentall Kennedy (bcIMC
Realty Corporation)
c/o Bentall Kennedy (Canada) LP North
Hill Shopping Centre - Administration
Office Suite 1665-1632 14th Avenue NW,
Calgary AB T2N 1M7
9 Critical
Calgary
Macleod
Calgary Co-operative
Association Limited
2735 39 Ave NE Calgary AB
10 Critical
Calgary
Monterey
Monterey Square Ltd.
11 Critical
Calgary
Ranchlands
Ranchlands G.P. Ltd.
Monterey Square Ltd. c/o Rancho
Realty (1975) Ltd. 1, 5528-1 Street SE,
Calgary AB T2H 2W9
Ranchlands G.P. Ltd. c/o Humford
Management Inc. Suite 550, 808-4th
Ave SW, Calgary AB T2P 3E8
31-Mar-19
30-Apr-15
30-Jun-16
Herbal Magic Inc.
Landlord Consents Not Received as of July 22, 2014
Critical
Centre
vs
Landlord Name
Name
Other
Landlord Address
Date of
Original
Lease
Lease
Expiry
Date
12 Critical
Calgary SE II
RioCan Management Inc.
(Southtrail)
495-36th Street NE Suite 257, Calgary
AB T2A 6K3
30-Sep-04
31-Jul-15
13 Critical
Calgary
Shawnessy
CREIT Management L.P. Suite 210, 1404th Ave SW Calgary Alberta T2P 3N3
18-Sep-08
14-Dec-15
14 Other
Chilliwack
44550 South Sumas Rd. Unit 428,
Chilliwack BC V2R 5M3
21-Apr-14
31-Dec-15
15 Critical
Clarkson
Crossing
130 King St West Suite 700, Toronto ON
M5X 1E2
10-May-10
28-Feb-16
16 Other
Cochrane
PO Box 266 Cochrane AB T4C 1A5
01-Jan-08
31-Mar-15
17 Critical
Delta I
01-Dec-10
MTM
05-Jun-07
12-Jul-19
26-Feb-07
31-Dec-17
Not provided
31-Jul-19
18 Critical
Canadian Property
Holdings (Alberta) Inc.
Legacy Pacific Land
Corporation Legacy
Industrial Park Ltd.
RIOKIM Holdings
(Ontario) Inc.
Grand Central Properties
Inc.
RioKIM Holdings
(Strawberry Hill) Inc.
2300 Yonge Street, Suite 500 P.O. Box
2386, Toronto ON, M4P 1EA
Manning Crossing Holdings Inc. c/o
Edmonton NE Manning Crossing Holdings Partners REIT
II (Manning) Inc.
249 Saunders Road, Unit #3, Barrie, ON,
L4N 9A3
19 Critical
RioCan Property Services
Edmonton SE Trust as agent for RioCan
III
Meadows Shopping Centre
Inc.
c/o RioCan Real Estate Investment
Trust, The Exchange Tower, 130 King
Street West, Suite 700, Toronto Ontario ,
M5X 1E2 with copy to RioCan Property
Services #257, 495-36 St NE, Calgary
Alberta, T2A 6K3
20 Other
Estevan
1305 9th Street, Estevan, Saskatchewan
S4A 1J1
Days Inn Estevan
Herbal Magic Inc.
Landlord Consents Not Received as of July 22, 2014
Critical
Centre
vs
Landlord Name
Name
Other
21 Critical
Etobicoke IV
Landlord Address
Date of
Original
Lease
Lease
Expiry
Date
CentreCorp Management
Services Limited
CentreCorp Management Services
Limited
Suite One, 2851 John Street
Markham, Ontario
L3R 5R7
01-Jul-07
31-Mar-19
02-Jul-08
31-Jul-18
22 Critical
Fredericton
RioTrin Properties
(Fredericton) Inc.
Trinity Development Group Inc. 359
Kent Street Suite 400 Ottawa, Ontario,
K2P0R6 with a copy to RioCan Real
Estate Investment Trust , RioCan Yonge
Eglinton Centre, 2300 Yonge Street
Suite 500, Toronto, Ontario M4P2E4
23 Critical
Gatineau
First Capital (Nelligan, St
Rene) Corporation Inc.
2620 de Salaberry Street, Suite 201,
Montreal, Quebec, H3M 1L3
15-Mar-06
31-Aug-18
14-Jan-99
31-Jul-19
12-Sep-03
30-Jun-15
21-Sep-10
30-Sep-17
01-Feb-06
30-Apr-17
24 Critical
Guelph II
RioCan Management Inc.
Riocan Holdings Inc., 2300 Yonge St
Suite 500, Toronto ON M4P 1E4; copy to
RioCan Management Inc., Lawrence
Square, 700 Lawrence Avenue West,
Suite 315, Toronto, ON, M6A 3B4
25 Critical
Guelph III
1865088 Ontario Limited
158 Dunlop Street East, Suite 201 (rear
entrance) Barrie, ON L4M 1B1
26 Critical
Head Office
1867 Yonge Street
Investments Inc. and
Montez Office Fund I
Holdco Inc.
27 Critical
Hull
First Capital (Cite-DesJeunes)
c/o Colliers International
1 Queen Street East, Suite 2200
Toronto, Ontario, M5C 2Z2
Attention: Property Manager, 1867
Yonge Street, Toronto, Ontario
2620 de Salaberry St. Suite 201
Montreal QC H3M 1L3
Herbal Magic Inc.
Landlord Consents Not Received as of July 22, 2014
Critical
Centre
vs
Landlord Name
Name
Other
Landlord Address
Date of
Original
Lease
Lease
Expiry
Date
28 Other
Kenora
DeGagne Bros Limited
685 Lakeview Dr. Kenora ON P9N 3P6
01-Jan-14
31-Jul-19
29 Other
Kincardine
Quinn Plaza Ltd.
10-445 Edgeley Blvd, Concord ON L4K
4G1
08-Jan-07
31-Dec-19
30 Critical
Kingston I
Murva Nikas (College
Variety of Kingston
Limited)
3 Grenville Rd, Kingston ON K7M 2C6
01-Sep-13
31-Jan-18
31 Critical
Kitchener II
Loblaw Properties Limited
425 Bloor St. E, Suite 400, Toronto ON
M4W 3R4
16-Nov-04
31-Aug-15
32 Critical
Kitchener III
Forest Glen Inc. c/o
Centrecorp Management
Inc.
2851 John St. Suite 1, Markham ON L3R
5R7
20-Apr-06
31-Dec-16
33 Critical
Leduc
Endurance Equities Corp.
34 Other
Listowel
Listowel Investments
35 Critical
Lloydminster
H.P. Gartner Management
Ltd.
36 Critical
London V
(Oakridge
Centre)
37 Critical
38 Critical
39 Critical
40 Critical
10639 131 Street, Edmonton, AB, T5N
1Y6
156 Duncan Mill Rd Suite 23A, Toronto
ON M3B 3N2
Suite 3-6209 44 Street, Lloydminister
AB T9V 1V8
01-Feb-07
30-Nov-19
01-Dec-05
1-Sep-19
05-Apr-11
31-Jan-21
RioCan Management Inc.
Sherwood Forest Mall 1225 Wonderland
Rd. N London, ON N6G 2V9
03-Nov-97
30-Sep-17
Markham I
1302597 Ontario Inc.
600 Cochrane Dr. #220, Markham ON
L3R 5K3
01-Mar-99
30-Sep-15
Milton II
Bentall Kennedy - Optrust
Retail Inc.
65 Port Street East, Unit 110,
Mississauga ON L5G 4V3, Attn: Senior
Vice President, Shopping Centres
10-Nov-06
31-Jan-16
19-Sep-02
31-Mar-15
01-Dec-06
31-Dec-15
Mississauga
NW 1
Mississauga
NW 3
Bentall Retail
Mavis Mall Limited c/o
REMCO
55 University Avenue, Suite 300,
Toronto, ON M5J 2H7
640 Eglinton Ave West 203, Mississauga
ON L5R 3V2
Herbal Magic Inc.
Landlord Consents Not Received as of July 22, 2014
Critical
Centre
vs
Landlord Name
Name
Other
Landlord Address
Date of
Original
Lease
Lease
Expiry
Date
41 Critical
Mississauga
NW II
Kristin Magee and Dawn
Burrows c/o CREIT
Management LP
175 Bloor St. E North Tower Suite N500,
Toronto ON M4W 3R8, Attn: Vice
President, Retail Real Estate
29-Feb-08
31-Oct-19
42 Critical
Mississauga
SE
The Sitzer Group Holdins
No. 1 Limited - at
Applewood Hills Plaza/
255 Lesmill Rd, Toronto ON M3B 2V1
01-Jun-06
31-Jan-15
43 Critical
Moncton II
Apple Atcan Holdings Ltd.
20-May-03
14-Dec-15
44 Critical
Newmarket
08-Jul-98
30-Mar-19
45 Critical
Oakville I
03-Jun-04
31-Oct-15
46 Critical
Okotoks
Settler Developments c/o
Enright Management Ltd
01-Apr-05
30-Apr-17
47 Critical
Orangeville
Rasda Holdings Ltd.
01-Aug-99
30-Sep-17
48 Critical
Orillia
02-Apr-08
30-Apr-19
49 Critical
Orleans
21-Oct-03
31-Dec-17
50 Critical
Oshawa I
16-May-05
30-Nov-16
73 Industrial Parkway N, Unit 2, Aurora
ON, L4G 4C4
2851 John St. Suite 1, Markham ON L3R
Yonge Kingston Centre Inc. 5R7, Attn: Executive Vice President,
Legal Department
The Abbey Plaza c/o
8700 Dufferin St. Vaughan ON L4K 4S6
History Hill Group
Suite 450 340-12th Ave SW, Calgary AB
T2R 1L5
93 Dundas St. E, Suite 115, Mississauga
ON L5A 1W7
214 Memorial Avenue, Orillia ON L3V
Patmos Investments Inc.
5X6
A 3488 Cote de Neiges, Montreal, H3H
Jeanne D’Arc Ventures Inc.
2M6
32 Argonne Cres. Willowdale ON M2K
766749 Ontario Limited
2K1
Herbal Magic Inc.
Landlord Consents Not Received as of July 22, 2014
Critical
Centre
vs
Landlord Name
Name
Other
51 Other
Ottawa II
2069512 Ontario Ltd.
52 Critical
Ottawa III
4319079 Canada Inc.
53 Critical
Ottawa V
54 Critical
Owen Sound
Cominar Real Estate
Investment Trust
Viabin Inc., & E & B
Toronto Ltd.
55 Critical
Perth
D.I.R. Developments NOW it 2377906 Ontario
Inc.
56 Critical
Port
Coquitlam
Liberty Properties Inc.
57 Critical
Port Elgin
1539915 Ontario Inc.
58 Critical
Regina
Quance
Westfield East Landing
Development Ltd.
59 Other
Renfrew
RioCan Holdings Inc.
60 Critical
Repentigny
Super Marche Crevier
(Repentigny) Inc.
Landlord Address
Riocan Holdings Inc., 2300 Yonge St
Suite 500, Toronto ON M4P 1E4; copy
to RioCan Management Inc., Lawrence
Square, 700 Lawrence Avenue West,
Suite 315, Toronto, ON, M6A 3B4
1371-E Woodroffe Ave Ottawa ON K2G
1V7
300-222 Queen Street, Ottawa ON K1P
9V5
555 Steeprock Drive, Toronto, ON
105-383 Parkdale Ave
Ottawa, ON
K1Y 4R4
#111-2071 Kingsway Ave, Port
Coquitlam, BC, V3C 6N2
82 Weber St. East Suite 201, Kitchener
ON N2H 1C7
374 Albert St., Regina SK S4R 2N7
c/o RioCan Real Estate Investment
Trust, The Exchange Tower, 130 King
Street West, Suite 700, Toronto ON M5X
1E2
180, boulevard Brien Repentigny,
Quebec J6A 7E9
Date of
Original
Lease
Lease
Expiry
Date
08-Aug-11
30-Nov-16
16-Aug-99
1-Jan-15
16-Jun-06
31-Dec-18
18-Apr-96
30-Apr-17
01-Feb-13
31-Jan-18
01-Apr-10
30-Sep-19
03-May-04
31-Jan-16
13-Sep-02
31-Mar-18
10-Jul-06
30-Jun-18
02-Jan-12
30-Sep-18
Herbal Magic Inc.
Landlord Consents Not Received as of July 22, 2014
Critical
Centre
vs
Landlord Name
Name
Other
61 Critical
Salmon Arm
62 Critical
Preston Centre Holdings
Saskatoon 8th
Inc. c/o Dundee Realty
St
Management (Sask) Corp.
63 Critical
64 Critical
Sault Ste
Marie
Sherwood
Park
Piccadilly Place Mall Inc.
2042957 Ontario Limited
741662 Alberta Ltd.
Landlord Address
Date of
Original
Lease
Lease
Expiry
Date
Attention: Manager, Agreement Services,
One Queen Street East, Suite 2200,
Toronto, ON M5C2Z2, Attn: Colliers
International Lease Services
Department; copy to: 121 King Street
West, Suite 810, Toronto, ON M5H 3T9,
Attn: Glenn D'Silva, Fund Manager, The
Standard Life Assurance Company of
Canada
07-May-13
31-Jan-19
123-2nd Ave South, Suite #602,
Saskatoon, SK S7K 7E6
06-Nov-08
31-Oct-18
25-Jul-08
31-May-18
15-Dec-99
31-Jul-21
01-Jul-10
MTM
08-Nov-00
31-Dec-17
30-Dec-04
20-Jan-17
06-Jun-97
17-Sep-16
26-Mar-02
18-Oct-16
77 Great Northern Rd, Sault Ste Marie,
ON P6B 4Y8
97- 51313 Range Rd 231, Sherwood Park,
AB T8B 1K7
12 Emerson Court, Woodbridge, ON L4L
4L3
300 Parkington Plaza, 10408-124 St,
Edmonton AB T5N 1R5
700 Applewood Cres, Suite 100,
Vaughan, ON L4K 5X3
3480 Whiteoak Road, London, ON, N6E
2Z9,
65 Critical
Simcoe
Luigi Gallo
66 Critical
St Albert
Artis Liberton Square Ltd.
67 Other
St Catharines
Calloway REIT
I
68 Other
Strathroy
TruJay Holdings Limited
69 Critical
Stroud
Rice Development Company
17 Dean St, Brampton ON L6W 1M7
Inc.
Herbal Magic Inc.
Landlord Consents Not Received as of July 22, 2014
Critical
Centre
vs
Landlord Name
Name
Other
Landlord Address
Date of
Original
Lease
Lease
Expiry
Date
1 President's Choice Circle, 4th Floor,
South Tower, Brampton, ON L6Y 5S5,
Attn: Executive Vice-President; copy to
c/o Arcturus Realty Corporation, 425
Bloor Street East, Suite 400, Toronto,
ON M4W 3R4
31-Jul-13
31-Jul-14
26-Sep-05
MTM
01-Jun-01
24-Apr-17
16-Dec-04
MTM
15-Dec-05
30-Jun-15
70 Critical
Tecumseh
Choice Properties Ltd.
Partnership c/o Arcturus
Realty Corporation
71 Critical
Toronto
Central III
Bentall Kennedy (bcIMC
199 Bay St. Suite 1910 Commerce Court
Realty Corp c/o GWL Realty
Postal Station, Toronto ON M5L 1E2
Advisors Inc.)
Loukas Properties Inc., 355 Deerhide
Crescent, Weston ON M9M 2Z2; copy to
Victoria & York Enterprises Limited,
2161 Yonge Street, Toronto ON M4S 3A6
72 Critical
Whitby I
Loukas Properties Inc.
73 Other
Whitby II
Calloway REIT (Whitby)
Inc.
74 Critical
Windsor IV
RioCan Management Inc.
75 Critical
Winnipeg IV
Fernoc Group Ltd
(Garden City)
666 Lelia Ave, Winnipeg MB R2V 3N7
30-Nov-10
31-Aug-18
Woodbridge I Loblaws Inc.
1 President's Choice Circle, 4th Floor,
South Tower, Brampton, ON L6Y 5S5,
Attn: Executive Vice-President; copy to
c/o Arcturus Realty Corporation, 425
Bloor Street East, Suite 400, Toronto,
ON M4W 3R4
30-Mar-13
31-Jul-17
76 Other
700 Applewood Cres. Suite 100,
Vaughan ON L4K 5X3
395 Wellington Rd. S Suite 214, London
ON N6C 5Z6
Herbal Magic Inc.
Landlord Consents Not Received as of July 22, 2014
Critical
Centre
vs
Landlord Name
Name
Other
77 Critical
Yorkton
Prastos Holdings Ltd.
Landlord Address
12 Marquis Cres. South, Yorkton SK S3N
3L7; copy to Stamatinos Leland Koskie,
36 - 4th Ave. North, Drawer 188,
Yorkton, SK S3N 2V7
Date of
Original
Lease
01-Jul-03
Lease
Expiry
Date
30-Jun-18
Herbal Magic Inc.
Counterparty Consents Not Received as of July 22, 2014
Contracting
Counterparty
Garden State
Nutritionals.
Division of
1
Vitaquest
International,
LLC
Critical
vs Other
Critical
Member Solutions
2
Critical
Inc. (MSI)
Name of
Contract
Nature of
Agreement
Contracting Party Address
Letter of
Intent (Note:
This is not an
agreement)
Manufacturing
agreement for weight
loss products
distributed by Herbal
Magic
Master
Servicing
Agreement
Contract receivable
collection services,
330 S. Warminster Road, Suite 358,
accounts receivable
Hatboro, PA 19040
management software
Date of
Contract
Contract
Expiry
Date
Letter of
intent dated
12/31/2010
N/A
27-Sep-12
None
3300 Bloor Street West 7th Floor,
West Tower, Toronto, ON, M8X 2X2
Attn: Chief Sales & Marketing
Officer; Copy sent to 3300 Bloor
Street West 10th Floor, West Tower,
Toronto, ON, M8X 2X2 Attn: Chief
Legal Officer
12-Mar-09
30-Nov-15
1-Dec-12
30-Nov-15
8 Henderson Drive, West Caldwell,
NJ 07006
Moneris Solutions
Corporation
3
Critical
(client payment
processing )
Price and
Marketing
Agreement
Client payment
processing at the
franchise level (credit
card, bank card, ect.)
Moneris Solutions
Corporation
4 (National
Critical
Account Debit
and Terminal )
National
Account
Merchant
Debit Card
and Terminal
Agreement
Debit and terminal
agreement to allow
customers to use debit 3300 Bloor Street West 7th Floor,
at Herbal Magic
West Tower, Toronto, ON, M8X 2X2
locations. Also involves Attn: Chief Sales & Marketing Officer
renting point of sale
terminals
Herbal Magic Inc.
Counterparty Consents Not Received as of July 22, 2014
Contracting
Counterparty
Critical
vs Other
Moneris Solutions
5 Corporation (Visa Critical
and Mastercard )
Corporate
6 Express Canada
Inc o/a Staples
Other
Name of
Contract
VISA and
MasterCard
National
Account
Merchant
Agreement
Not provided
Nature of
Agreement
Contracting Party Address
Date of
Contract
Contract
Expiry
Date
3300 Bloor Street West 7th Floor,
VISA and MasterCard West Tower, Toronto, ON, M8X 2X2
agreement to allow
Attn: Chief Sales & Marketing
customers to use these Officer; Copy sent to 3300 Bloor
cards at Herbal Magic Street West 10th Floor, West Tower,
locations
Toronto, ON, M8X 2X2 Attn: Chief
Legal Officer
1-Dec-12
30-Nov-15
550 Pendant Drive, Mississauga, ON,
L5T 2W6, Attn: Stan Dabic; Copy
sent to Staples Inc. 500 Staples
Drive, Framingham, MA, 01702,
Attn: General Counsel
8-Jul-10
1-Jul-14
Office supplies
agreement
APPENDIX G
Legal Opinion of Norton Rose Fulbright LLP,
including a summary of the Personal Property
Security Act registrations