Court File No. CV-15-10980-00CL

ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF

TRAVELBRANDS INC.

FIFTH REPORT OF THE MONITOR KPMG INC.

DATED JANUARY 13, 2016

  

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TABLE OF CONTENTS

INTRODUCTION ....................................................................................................................................... 3 

PURPOSE .................................................................................................................................................... 5 

TERMS OF REFERENCE ........................................................................................................................ 6 

UPDATE ON THE CLAIMS PROCESS ................................................................................................. 7 

THE SECOND AMENDED AND RESTATED PLAN ........................................................................... 8 

REQUEST FOR SANCTIONING OF THE SECOND AMENDED AND RESTATED PLAN ....... 11 

MONITOR’S ACTIVITIES .................................................................................................................... 13 

PROFESSIONAL FEES .......................................................................................................................... 15 

DISCHARGE OF THE MONITOR ....................................................................................................... 16 

MONITOR’S OBSERVATIONS AND RECOMMENDATIONS ....................................................... 16 

 

  

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INDEX TO APPENDICES

Appendix A The Second Amended and Restated Plan dated January 8, 2016

Appendix B Blacklined pages of the Second Amended and Restated Plan dated January 8, 2016, showing changes from the Amended and Restated Plan dated October 30, 2015

Appendix C The Funding Agreement dated January 12, 2016

Appendix D The affidavit of Philip J. Reynolds sworn January 12, 2016

Appendix E The affidavit of Ashley J. Taylor sworn January 12, 2016

  

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INTRODUCTION

1. On May 27, 2015, TravelBrands Inc. (“TravelBrands” or the “Company”) filed an

application with the Ontario Superior Court of Justice (Commercial List) (the “Court”) pursuant

to the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the “CCAA”).

2. On the same date, this Court granted an initial order (the “Initial Order”) which provides

for, among other things, the appointment of KPMG Inc. as Monitor of the Company (“KPMG” or

the “Monitor”) in the CCAA proceedings (the “CCAA Proceedings”) and a stay of proceedings

until June 26, 2015, or such later date as this Court may order (the “Stay Period”). In connection

with the Company’s application for protection under the CCAA, KPMG in its then-capacity as the

proposed monitor, provided the Court with a pre-filing report (the “Pre-Filing Report”) dated

May 27, 2015.

3. On June 15, 2015, the Court issued an order, inter alia, permitting 75 Eglinton Avenue

East Limited Partnership (the “Landlord”) to market the premises located at 75 Eglinton Avenue

East, Toronto (“75 Eglinton”), and to collect rent directly from subtenants.

4. On June 23, 2015, the Monitor filed its first report to the Court (the “First Report”) which

provided an update in connection with the Company’s restructuring and proposed sale process.

5. On June 24, 2015, the Court issued three orders: (a) an Amended and Restated Initial Order

(the “Amended and Restated Initial Order”), which amended the provision dealing with the

priority of the Court-ordered charges to confirm that such charges do not apply to customer trust

funds; (b) an order vesting all right, title and interest in the Company’s property located in the

building at 75 Eglinton, in the Landlord; and (c) an order (i) extending the Stay Period until August

17, 2015, and (ii) providing certain protections to the Bank of Montreal (“BMO”) relating to the

settlement of wire transfers, automatic clearing house transactions or electronic funds transfers, as

well as providing that no bankruptcy or receivership application shall be made by certain parties

without two days advance notice to BMO.

  

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6. On August 13, 2015, the Monitor filed its second report to the Court (the “Second Report”)

which provided an update on, among other things, certain of the Company’s key stakeholders; the

review of the security of the direct parent of TravelBrands, 2224855 Ontario Inc. (“Holdco”)

conducted by the Monitor and its counsel; and an update on the Company’s proposed sale process.

7. On August 14, 2015, the Court granted an order extending the Stay Period until and

including September 30, 2015.

8. On September 24, 2015 the Monitor filed its third report to the Court (the “Third Report”)

which provided, among other things, an update on the Company’s performance; an overview of

the plan of compromise or arrangement dated September 21, 2015 (the “Plan”); an overview of

the Company’s proposed process for soliciting, determining and adjudicating claims against

TravelBrands and any of its current or former directors and officers (the “Claims Process”); and

an overview of the Company’s proposed procedure for the conduct and administration of the

meeting of its creditors (the “Meeting”).

9. On September 28, 2015, the Court issued two orders: (a) an order authorizing and directing

the Company to implement the Claims Process for known and unknown creditors (the “Claims

Procedure Order”); and (b) an order (i) extending the Stay Period until December 11, 2015, (ii)

accepting the Plan for filing with the Court and authorizing TravelBrands to seek approval of the

Plan at the Meeting, and (iii) authorizing and directing the Company to call the Meeting to consider

and vote upon the Plan (the “Meeting Order”).

10. On October 23, 2015 the Monitor filed a supplement to the Third Report with the Court

(the “Supplement to the Third Report”) which dealt with the Monitor’s review of potential

preferences and transfers at undervalue in accordance with its responsibilities under section

23(1)(d.1) of the CCAA.

11. On October 30, 2015 the Meeting was held with the Monitor acting as Chair and as

Secretary and Scrutineer of the Meeting. As described in the Monitor’s fourth report dated

December 2, 2015 (the “Fourth Report”), 99.85% in number and 99.87% in value of the Affected

Creditors present in person or by proxy and voting at the Meeting voted to approve the Amended

and Restated Plan (as defined below), and the Amended and Restated Plan was therefore approved

  

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by the requisite majorities of Affected Creditors. As outlined in the Fourth Report, there was only

one Affected Creditor, representing 0.13% of the total value of Voting Claims that voted against

the Amended and Restated Plan.

12. The Fourth Report provided, among other things, an update on the results of the Claims

Process; a summary of the amendments to the Plan contained in the Amended and Restated Plan

of Compromise or Arrangement dated October 30, 2015 (the “Amended and Restated Plan”);

and the results of the Meeting to consider and vote on a resolution to approve the Amended and

Restated Plan.

13. On December 7, 2015, the Court granted an order extending the Stay Period until and

including February 29, 2016.

14. As further described in the Fourth Report, Gibralt Capital Corporation (“Gibralt”)

submitted a claim (the “Gibralt Claim”), which was disputed by TravelBrands. The parties were

unable to resolve the dispute regarding the Gibralt Claim and, accordingly, the Gibralt Claim was

referred to the Court for resolution. On January 5, 2016, counsel for TravelBrands and Gibralt

appeared before the Court for a hearing to argue and resolve the Gibralt Claim. On January 8,

2016, Justice Newbould rendered his decision, determining that the Gibralt Claim is invalid and

upholding TravelBrands’ denial of the Gibralt Claim.

15. The Monitor’s reports (the “Reports”), all orders issued by the Court, all documents filed

with the Court and all notices relating to these CCAA Proceedings are available on the Monitor’s

website at: www.kpmg.com/ca/travelbrands.

PURPOSE

16. The purpose of this fifth report of the Monitor (the “Fifth Report”) is to provide the Court

and the Company’s stakeholders with:

a. An update on the Claims Process undertaken by the Company, with the assistance of the

Monitor, pursuant to the Claims Procedure Order;

  

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b. A summary of the amendments to the Amended and Restated Plan contained in the Second

Amended and Restated Plan of Compromise or Arrangement dated January 8, 2016 (the

“Second Amended and Restated Plan”);

c. Information relating to the Company’s request for an Order, inter alia, sanctioning and

approving the Second Amended and Restated Plan;

d. A summary of the Monitor’s activities since the Filing Date;

e. Information relating to the fees and disbursements of the Monitor and its legal counsel;

f. Information relating to the termination of the CCAA Proceedings and the discharge of the

Monitor; and

g. The Monitor’s observations and recommendations.

TERMS OF REFERENCE

17. In preparing this Fifth Report and making the comments herein, the Monitor has been

provided with, and has relied upon, unaudited financial information, books and records and

financial information prepared by the Company, discussions with management of the Company

(“Senior Management”) and information from other third-party sources (collectively, the

“Information”).

18. The Monitor has reviewed the Information for reasonableness, internal consistency and use

in the context in which it was provided. However, the Monitor has not audited or otherwise

attempted to verify the accuracy or completeness of the Information in a manner that would wholly

or partially comply with Generally Accepted Assurance Standards pursuant to the Chartered

Professional Accountants Canada Handbook and, accordingly, the Monitor expresses no opinion

or other form of assurance in respect of the Information; and

19. The information contained in this Report is not intended to be relied upon by any

prospective purchaser or investor in any transaction with the Company.

20. Additional information regarding the matters discussed herein is set forth in the affidavit

of Joe DeMarinis sworn January 11, 2016.

  

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21. Capitalized terms not defined in this Fifth Report are defined in the Reports, the Claims

Procedure Order, the Meeting Order, the Second Amended and Restated Plan and/or the Plan

Sanction and Termination Order (as defined below).

22. Unless otherwise stated all monetary amounts contained in this Fifth Report are expressed

in Canadian dollars, which is the Company’s common reporting currency.

UPDATE ON THE CLAIMS PROCESS

23. The Fourth Report provided a detailed summary of the results of the Claims Process and

the Prefiling Claims, Restructuring Period Claims, Director/Officer Claims and Deemed Proven

Claims received by the Company pursuant to the Claims Procedure Order.

24. Since the date of the Fourth Report, the Company, with the assistance of the Monitor, has

continued to work to review and resolve the remaining outstanding claims. As discussed above,

the Gibralt Claim, which was a significant disputed claim, was referred to the Court for resolution

and on January 8, 2016, the Court determined that the Gibralt Claim was invalid and that

TravelBrands’ denial of the claim was upheld.

25. As at the date of this Report, certain disputed claims remain, being Notices of Dispute from

15 Known Creditors that, to date, have been partially accepted and partially disputed by the

Company and five Claims from Unknown Creditors which are being disputed by the Company.

26. Set out below is a table summarizing the number and value of asserted Claims (excluding

the Deemed Proven Claims) as of the date of this Report. The Claims have been categorized into

those that are accepted, partially accepted (and therefore partially disputed), disputed but not yet

resolved and disputed and resolved.

 

 

  

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Number of

claims asserted Value of claims

asserted

Current claims proven for

distribution purposes

Accepted 1 760 11,749,270.20 11,749,270.20Partially accepted 15 1,230,877.39 615,526.66Disputed and outstanding 5 285,262.31 -Disputed and resolved as $nil 1 6,893.00 -Resolved by this Court 1 3,964,314.52 -Total Claims 782 17,236,617.42 12,364,796.86

27. There were no Claims asserted against the Directors and Officers of TravelBrands in the

Claims Process.

28. The Monitor understands that the Company, with the assistance of the Monitor, will

continue to work to resolve the outstanding disputed claims over the next few weeks. In total, there

are 20 Claims which are not resolved to date where the aggregate asserted Claims total

$1,516,139.70. The disputed amounts within these Claims totals $900,613.04.

THE SECOND AMENDED AND RESTATED PLAN

29. The Company filed the Plan with the Court on September 21, 2015. The purpose of the

Plan is to facilitate the continuation of the Company’s business as a going concern and to provide

for a full recovery for all holders of Allowed Affected Claims.

30. On October 30, 2015, TravelBrands presented the Amended and Restated Plan at the

Meeting. The purpose of the amendments contained in the Amended and Restated Plan was to

provide for the satisfaction of a condition to an Asset Purchase Agreement between TravelBrands

and its parent company, Holdco, (the “Holdco APA”). The condition in the Holdco APA was that

TravelBrands would obtain an approval and vesting order (the “Holdco Approval and Vesting

Order”), among other things: (a) approving the Holdco APA and the transactions therein; (b)

authorizing and approving the execution by the Company of the Holdco APA and other documents

required to complete the transactions; (c) vesting in Holdco the Company’s rights, title and interest

                                                            1 The above amounts exclude the Landlord Claim and the Sears Claim, which are Deemed Proven Claims.

  

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in the Purchased Assets free and clear of all encumbrances; and (d) declaring that the Holdco APA

shall be deemed to be effective as of May 1, 2015.

31. TravelBrands is seeking approval of the Holdco Approval and Vesting Order in

conjunction with the plan sanction hearing on January 14, 2016. As indicated in the Fourth Report,

the Monitor has reviewed the Holdco APA and is satisfied that it should not have a negative impact

on the Company or the business. In connection with the Monitor’s assessment of both the Holdco

APA and the Second Amended and Restated Plan, the Monitor considered the requirements of

section 36(4) of the CCAA. The Monitor considered the strict requirements of section 36(4) and

developed its observations and recommendations with respect to the approval being sought of the

Holdco APA in the context of (a) the Second Amended and Restated Plan, which provides for a

full recovery to Affected Creditors; and (b) protections included in the Holdco APA to protect the

Affected Creditors of TravelBrands, which provide that, in the event that all distributions under

the Plan are not made, the assets subject to the Holdco APA will revert back to

TravelBrands. Therefore, in the Monitor’s view, the Holdco APA transaction should not impact

the Affected Creditors in any way.

32. On January 8, 2016, the Company made a further amendment to the Amended and Restated

Plan as contained in the Second Amended and Restated Plan (the “Second Amendment”). A

copy of the Second Amended and Restated Plan is attached hereto as Appendix “A”. The

blacklined pages of the Second Amended and Restated Plan showing changes to the Amended and

Restated Plan are attached hereto as Appendix “B”.

33. The purpose of the Second Amendment is to delay the First Entitlement Date from January

31, 2016 to February 29, 2016, or such earlier date as is determined by the Company, in its sole

discretion. The First Entitlement Date is the date on which each Affected Creditor, other than

Convenience Creditors, with an Allowed Affected Claim will receive sixty percent of its Affected

Creditor Entitlement (Convenience Creditors will receive one hundred percent of their Allowed

Affected Claim that is a Convenience Claim on the Plan Implementation Date).

34. The Company has advised the Monitor that it will only proceed to implement the Second

Amended and Restated Plan following the expiry of all applicable appeal periods relating to the

decision of the Court in respect of the Gibralt Claim, the Holdco Approval and Vesting Order and

  

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the Plan Sanction and Termination Order (as defined below), if granted. Given the delay which

was caused by the need to refer the Gibralt Claim to the Court for resolution, the above appeal

periods will not expire until after January 31, 2016, which was the First Entitlement Date

contemplated in the Amended and Restated Plan.

35. As described in the Third Report and the Fourth Report, a condition precedent to the Plan,

the Amended and Restated Plan and the Second Amended and Restated Plan requires that

TravelBrands and Red Label Vacations Inc. (“Red Label”), the ultimate parent company of

TravelBrands, or Holdco enter into a funding agreement whereby Red Label or Holdco will agree

to lend the Company up to $6 million on a revolving basis until December 31, 2016 (the “Funding

Agreement”). The Funding Agreement dated January 12, 2016 is attached hereto as Appendix

“C”. The key terms of the Funding Agreement are as follows:

a. Holdco will provide funding in order to fund certain obligations of TravelBrands;

b. Red Label will guarantee the obligations of Holdco pursuant to the Funding Agreement;

c. Holdco will fund, on a revolving basis until December 31, 2016, up to a maximum of $6

million (the “Advances”), which Advances shall not include any normal course

intercompany transactions between the Company and Holdco and/or Red Label or any

funding previously provided by Holdco and/or Red Label to TravelBrands. Such funding

shall be exclusively for (i) the Company’s necessary operating and other expenses incurred

in a manner that is consistent with past practices; or (ii) payments to be made by the

Company pursuant to and in accordance with the Second Amended and Restated Plan;

d. The Funding Agreement is subject to a number of conditions precedent including: (i) the

Plan Sanction and Termination Order shall have been approved by the Court and any

applicable appeal periods shall have expired; (ii) the Second Amended and Restated Plan

shall have been implemented and become effective in accordance with the terms therein;

(iii) the Commitment Agreement between the Company and Red Label dated May 26, 2015

shall have been terminated; (iv) following the termination of the Company’s CCAA

Proceedings, the Company shall not have made a general assignment for the benefit of its

creditors, have been declared or become bankrupt under the Bankruptcy and Insolvency

  

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Act (the “BIA”), filed a proposal or notice of intention to make a proposal under the BIA,

or made a filing or commenced a proceeding (or if a filing is made or proceeding

commenced with respect to the Borrower) pursuant to the CCAA or any other present or

future law of any jurisdiction relative to bankruptcy or insolvency; and (v) Holdco shall be

satisfied that no Material Adverse Change (as defined in the Funding Agreement) has

occurred after the date of the Funding Agreement;

e. A Material Adverse Change will be triggered under the Funding Agreement if: (i) the

Company’s revenue is more than 15% below projected revenue; (ii) the Company has a

cumulative cash shortfall of more than $6 million that is not projected, provided that such

shortfall is not caused by timing differences; (iii) there is a change in industry-wide

conditions or general economic conditions affecting the industry in which the Company’s

business is carried on that is or would reasonably be expected to be material and adverse;

and/or (iv) there is an event or cause beyond the reasonable control of the Company,

including but not limited to war, interference by civil or military authorities, terrorism,

epidemic, local or international emergency, earthquake, flood or act of God that is or would

reasonably be expected to be material and adverse. However, a Material Adverse Change

cannot be triggered as a result of actions taken by the Company, Holdco or Red Label to

intentionally cause a Material Adverse Change

f. All Advances must be fully repaid by December 31, 2016 (the “Maturity Date”). Holdco

may, in its sole discretion, waive or extend the Maturity Date; and,

g. Advances shall be interest free.

REQUEST FOR SANCTIONING OF THE SECOND AMENDED AND RESTATED PLAN

36. The Monitor outlined the details of the Plan, reported on liquidation or bankruptcy

alternatives should the Plan not be approved, and implemented and provided its view on the

fairness and reasonableness of the Plan in the Third Report and the Supplement to the Third Report.

37. In the Fourth Report, the Monitor provided the details of the Amended and Restated Plan

and stated that: “The purpose of the Plan amendments is to satisfy a condition to the Holdco APA,

  

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as described above. The distributions to Affected Creditors that were contemplated by the Plan

have not been changed as a result of the amendments. Therefore, the Monitor’s conclusions in the

Third Report regarding the Plan apply equally to the Amended and Restated Plan.”

38. The further amendment in the Second Amended and Restated Plan is described herein and

attached hereto in Appendices “A” and “B”. Based on all of the factors described in the Third

Report, the Supplement to the Third Report, the Fourth Report and herein, on balance the Monitor

holds the view that:

a. It appears that the likely alternative to the Second Amended and Restated Plan would be a

credit bid sale process, which could have an adverse effect on the Company’s stakeholders

such that the recoveries under a sale process scenario could result in less value to the

stakeholders than what is contemplated under the Second Amended and Restated Plan and

the timing of those recoveries would be further delayed;

b. The first amendments to the Plan were required solely to satisfy certain conditions of the

Holdco APA. The Second Amendment is required to defer the First Entitlement Date until

after expiry of the relevant appeal periods. Neither amendments have any impact on the

amount of the distributions to Affected Creditors under the Plan; and

c. Based upon the Monitor's review of the Second Amended and Restated Plan, and subject

to the Monitor's observations in the Third Report, the Monitor is of the view that the

proposed arrangement in the Second Amended and Restated Plan is fair and reasonable.

39. As described in the Fourth Report, 99.85% in number and 99.87% in value of the Affected

Creditors present in person or by proxy and voting at the Meeting voted to approve the Amended

and Restated Plan.

40. The Second Amended and Restated Plan was posted on the Monitor’s website, which

pursuant to the terms of the Plan serves as appropriate notice to all Affected Creditors of the

amendments to the Plan.

41. Subject to obtaining Court approval, the Second Amended and Restated Plan satisfies the

requirements of the CCAA, and in particular the requirements contained in section 6 thereof.

  

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MONITOR’S ACTIVITIES

42. Since its appointment, the Monitor has been involved with numerous aspects of the CCAA

Proceedings with a view to fulfilling its statutory and Court-ordered duties and obligations, as well

as assisting the Company and its stakeholders in addressing restructuring-related issues. KPMG

Inc. described some of the more significant matters that it was involved in prior to the Filing Date

in the Pre-Filing Report and since its appointment as Monitor in the First Report, the Second

Report, the Third Report, the Supplement to the Third Report, the Fourth Report and this Report.

Some of the more significant matters that the Monitor has been involved in, and assisted with,

include, but are not limited to, the following:

a. Posting various materials relating to the CCAA Proceedings on its website

(http://www.kpmg.com/ca/travelbrands) and continuing to update the website by posting,

among other things, the Monitor’s Reports, motion materials, and Orders granted in the

CCAA Proceedings;

b. Maintaining a direct and toll free hotline number (416 777 8040 / 1 855 222 8084) and a

dedicated email inbox (tbcreditorinquiries@kpmg.ca) to allow creditors and other

interested parties to contact the Monitor to obtain additional information concerning the

CCAA Proceedings and responding in a timely manner to the hundreds of calls and emails

received by the Monitor as of the date of this Fifth Report.

c. Assisting the Company with communications with employees, travel agents, suppliers,

landlords, creditors and other parties;

d. Assisting the Company in its discussions and arrangements with travel agents and

suppliers, with a view to minimizing disruption to customers;

e. Participating in and assisting the Company in its discussions with the International Air

Transport Association and various regulators, including the Travel Industry Council of

Ontario;

f. Participating in and assisting the Company in its discussions with certain key stakeholders,

including Sears Canada, the Landlord, and BMO;

  

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g. Assisting the Company with the review of the Company’s receipts and disbursements, the

preparation of cash flow forecasts and reporting thereon;

h. Participating in numerous meetings and discussions with Senior Management of the

Company, and the Company’s legal counsel in connection with the Company’s business

and financial affairs, generally, and in connection with the preparation of the Company’s

cash flow forecasts;

i. Participating in numerous meetings and discussions with the Company and the Company’s

legal counsel in connection with, among other things, motions for the Initial Order, the

Amended and Restated Initial Order, the Plan, the Amended and Restated Plan, the Second

Amended and Restated Plan, the Claims Procedure Order and the Meeting Order;

j. Participating in numerous meetings and discussions with the Company, and the Company’s

legal counsel in connection with a potential sale process and stalking horse credit bid by

Holdco, including preparing draft materials including a confidential information

memorandum and buyers’ list;

k. Preparing and delivering the following:

i. The Pre-filing Report;

ii. The First Report of the Monitor;

iii. The Second Report of the Monitor;

iv. The Third Report of the Monitor and the Supplement to the Third Report, both in

accordance with section 23(1)(d.1) of the CCAA;

v. The Fourth Report of the Monitor; and

vi. This Fifth Report of the Monitor;

l. Assisting the Company in preparing for, and conducting, the Meeting;

  

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m. Assisting the Company with the review and resolution of various claims asserted in and

outside of the Claims Process; and

n. Responding to enquiries from creditors regarding the Plan, the Claims Process and other

matters relating to the CCAA Proceedings.

PROFESSIONAL FEES

43. The Monitor and its counsel have maintained detailed records of their professional time

and costs during the course of the CCAA Proceedings, as detailed in the Affidavit of Philip J.

Reynolds sworn January 12, 2016 and the Affidavit of Ashley J. Taylor sworn January 12, 2016

(collectively, the “Fee Affidavits”). Copies of the Fee Affidavits are attached to this Fifth Report

as Appendices “D” and “E”, respectively.

44. Pursuant to paragraphs 30 and 31 of the Amended and Restated Initial Order, the Monitor

and its counsel, Stikeman Elliott LLP (“Stikeman”), shall be paid their reasonable fees and

disbursements and shall pass their accounts before the Court. In addition, pursuant to paragraph

32 of the Amended and Restated Initial Order, the Monitor and its counsel, among other parties,

were granted an Administration Charge on the property of the Company as security for their fees

and disbursements up to $1 million.

45. The total fees and disbursements (including Harmonized Sales Tax) of the Monitor during

the period from May 27, 2015 to December 31, 2015 inclusive amount to $1,152,206.76. The

details of the time spent and the services provided by the Monitor are more particularly described

in the Affidavit of Philip J. Reynolds. In addition to the above fees, the Monitor estimates that it

will incur up to an additional $75,000 in professional fees and costs, to complete its obligations as

Monitor until the date of its discharge and the termination of the CCAA Proceedings.

46. The total fees and disbursements (including Harmonized Sales Tax) of the Monitor’s

counsel during the period from May 15, 2015 to December 31, 2015 inclusive amount to

$338,215.25. The details of the time spent and the services provided by Stikeman are more

particularly described in the Affidavit of Ashley J. Taylor. The Monitor estimates that Stikeman

will incur up to an additional $25,000 in professional fees and costs to the date of the Monitor’s

discharge and the termination of the CCAA Proceedings.

  

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47. The Monitor has reviewed the accounts of its counsel and believes that the accounts of the

Monitor and Stikeman are reasonable in the circumstances and respectfully requests that the Court

approve its fees and disbursements and those of its counsel.

DISCHARGE OF THE MONITOR

48. The Company is seeking an Order of the Court (the “Plan Sanction and Termination

Order”), inter alia, (a) sanctioning the Second Amended and Restated Plan; (b) terminating the

CCAA Proceedings upon the filing of the Monitor’s Certificate (as defined in the Plan Sanction

and Termination Order); and (c) discharging the Monitor upon the filing of the Monitor’s

Certificate.

49. The Plan Sanction and Termination Order contemplates that the Monitor will perform all

of its duties, obligations and responsibilities under the Second Amended and Restated Plan and

the Orders of this Court to assist the Company in implementing the Second Amended and Restated

Plan.

50. The Plan Sanction and Termination Order provides that, upon filing of the Monitor’s

Certificate, KPMG shall be discharged as Monitor and shall have no further duties, obligations or

responsibilities as Monitor. The Monitor’s Certificate will certify that the Plan Implementation

Date has occurred and that the Second Amended and Restated Plan is effective in accordance with

its terms and the terms of the Plan Sanction and Termination Order (following written notice from

the Applicant of the satisfaction or waiver of the conditions set out in Section 9.1 of the Second

Amended and Restated Plan), and also that all of the Monitor's duties in respect of the Company

pursuant to the CCAA, the Second and Amended and Restated Plan and the Orders of the Court

have been completed as of the Plan Implementation Date.

MONITOR’S OBSERVATIONS AND RECOMMENDATIONS

51. The Monitor believes that the Company has acted, and is continuing to act in good faith

and with due diligence during these CCAA Proceedings.

52. For the reasons set out in this Fifth Report, the Monitor recommends that:

a. The request to approve the Holdco Approval and Vesting Order be granted;

  

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b. The request to approve the Plan Sanction and Termination Order be granted; and

c. The fees and disbursements of the Monitor and its legal counsel be approved.

All of which is respectively submitted to this Honourable Court this 13th day of January, 2016.

KPMG Inc., in its capacity as Monitor of TravelBrands Inc.

Per: Philip J. Reynolds Senior Vice President

 

 

 

 

 

 

 

 

Appendix A  

 

 

 

 

 

 

 

Court File No. CV-15-10980-00CL

ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND

IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF

TRAVELBRANDS INC.

SECOND AMENDED AND RESTATED PLAN OF COMPROMISE OR ARRANGEMENT

pursuant to the Companies’ Creditors Arrangement Act concerning, affecting and involving

TRAVELBRANDS INC.

January 8, 2016

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION ...................................................................................................2 1.1  Definitions............................................................................................................................2 1.2  Certain Rules of Interpretation ...........................................................................................11 1.3  Successors and Assigns ......................................................................................................12 1.4  Governing Law ..................................................................................................................13 

ARTICLE 2 PURPOSE AND EFFECT OF THE PLAN ..............................................................13 2.1  Purpose ...............................................................................................................................13 2.2  Persons Affected ................................................................................................................13 2.3  Persons Not Affected .........................................................................................................13 

ARTICLE 3 CLASSIFICATION OF CREDITORS, VOTING AND RELATED MATTERS ...14 3.1  Claims Procedure ...............................................................................................................14 3.2  Classification of Creditors .................................................................................................14 3.3  Meeting ..............................................................................................................................14 3.4  Voting ................................................................................................................................14 3.5  Treatment of Affected Claims ...........................................................................................14 3.6  The Landlord’s Affected Claim .........................................................................................15 3.7  Sears’ Affected Claim ........................................................................................................15 3.8  Unaffected Claims .............................................................................................................15 3.9  Disputed Distribution Claims ............................................................................................16 3.10  Director/Officer Claims .....................................................................................................16 3.11  Extinguishment of Claims..................................................................................................17 3.12  Guarantees and Similar Covenants ....................................................................................17 3.13  Set-Off................................................................................................................................17 

ARTICLE 4 PROVISIONS REGARDING DISTRIBUTIONS AND PAYMENTS ...................17 4.1  Distribution Mechanics with respect to the Affected Creditor Entitlements .....................17 4.2  Distribution Mechanics with respect to Convenience Claims ...........................................18 4.3  Cancellation of Instruments Evidencing Affected Claims .................................................18 4.4  Crown Priority Claims .......................................................................................................18 4.5  Interest................................................................................................................................19 4.6  Allocation of Distributions ................................................................................................19 4.7  Treatment of Undeliverable Distributions .........................................................................19 4.8  Assignment of Claims for Voting and Distribution Purposes ...........................................19 4.9  Withholding Rights ............................................................................................................20 

ARTICLE 5 REORGANIZATION ...............................................................................................20 5.1  Corporate Actions ..............................................................................................................20 5.2  Issuance of Plan Consideration ..........................................................................................21 5.3  Sequence of Plan Implementation Date Transactions .......................................................21 5.4  Post-Plan Implementation Date Applicant Reorganization ...............................................22 

ARTICLE 6 PROCEDURE FOR DISTRIBUTIONS REGARDING DISPUTED DISTRIBUTION CLAIMS ...........................................................................................................22 6.1  No Distribution Pending Allowance ..................................................................................22 

6.2  Disputed Distribution Claims ............................................................................................22 

ARTICLE 7 RELEASES ...............................................................................................................23 7.1  Plan Releases .....................................................................................................................23 7.2  Injunctions..........................................................................................................................24 

ARTICLE 8 COURT SANCTION ................................................................................................24 8.1  Application for Sanction Order ..........................................................................................24 8.2  Sanction Order ...................................................................................................................25 

ARTICLE 9 CONDITIONS PRECEDENT AND IMPLEMENTATION ....................................26 9.1  Conditions Precedent to Implementation of the Plan ........................................................26 9.2  Monitor’s Certificate ..........................................................................................................27 

ARTICLE 10 GENERAL ..............................................................................................................27 10.1  Binding Effect ....................................................................................................................27 10.2  Waiver of Defaults .............................................................................................................28 10.3  Claims Bar Date .................................................................................................................28 10.4  Deeming Provisions ...........................................................................................................28 10.5  Non-Consummation ...........................................................................................................29 10.6  Modification of the Plan ....................................................................................................29 10.7  Paramountcy ......................................................................................................................29 10.8  Severability of Plan Provisions ..........................................................................................30 10.9  Reviewable Transactions ...................................................................................................30 10.10  Responsibilities of the Monitor ..........................................................................................30 10.11  Different Capacities ...........................................................................................................30 10.12  Notices ...............................................................................................................................31 10.13  Further Assurances.............................................................................................................32 

SECOND AMENDED AND RESTATED PLAN OF

COMPROMISE OR ARRANGEMENT

WHEREAS TravelBrands Inc. (the “Applicant”) is insolvent;

AND WHEREAS the Applicant obtained an order of the Honourable Justice Newbould of the Ontario Superior Court of Justice (the “Court”) under the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the “CCAA”) dated May 27, 2015 (the “Filing Date”) (as amended on June 24, 2015 and as may be further amended, restated or varied from time to time, the “Initial Order”) that, among other things, appointed KPMG Inc. as Monitor (the “Monitor”) of the Applicant and permitted the Applicant to file with the Court one or more plans of compromise or arrangement;

AND WHEREAS it is the intention of the Applicant to present a plan of compromise or arrangement under the CCAA;

AND WHEREAS the Applicant filed a plan of compromise or arrangement dated September 21, 2015 pursuant to the Initial Order (the “Original Plan”);

AND WHEREAS the Applicant has entered into an asset purchase agreement (the “Holdco APA”) with 2224855 Ontario Inc. (“Holdco”), which provides for the purchase by Holdco of certain of the Applicant’s leaseholds and depreciable assets (the “Purchased Assets”) by way of a credit against the obligations owing under the Intercompany Note (as defined below) equal to the undepreciated cost amount of such depreciable assets as at May 1, 2015;

AND WHEREAS the Holdco APA includes a condition (the “APA Condition”) that requires the Applicant to obtain the Approval and Vesting Order (as defined below);

AND WHEREAS the Applicant has made certain amendments to the Original Plan for the purpose of facilitating the satisfaction of the APA Condition and to delay the First Entitlement Date (as defined below);

AND WHEREAS the Applicant will forthwith seek the Court’s approval of a credit bid by Holdco for substantially all of the assets of the Applicant if this second amended and restated plan of compromise or arrangement (the “Plan”) is not accepted by the Required Majority (as defined below) or if the Applicant determines that the Plan may not be accepted by the Required Majority or is otherwise unlikely to succeed for any reason whatsoever;

AND WHEREAS this Plan will facilitate the continuation of the business of the Applicant as a going concern and provide certain recoveries to stakeholders;

NOW THEREFORE the Applicant hereby proposes and presents this Plan to the Affected Creditors (as defined below) under and pursuant to the CCAA:

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ARTICLE 1 INTERPRETATION

1.1 Definitions

In the Plan, unless otherwise stated or unless the subject matter or context otherwise requires:

“Affected Claim” means any Claim that is not an Unaffected Claim.

“Affected Creditor” means any Creditor with an Affected Claim, but only with respect to and to the extent of such Affected Claim.

“Affected Creditor Entitlement” means, with respect to each Affected Creditor with an Allowed Affected Claim that is not a Convenience Creditor, its entitlement to receive the full value of their Allowed Affected Claim, which shall be payable in accordance with the terms and on the timelines provided for herein.

“Affected Creditors’ Class” has the meaning given to that term in Section 3.2 herein.

“Affected Creditors’ Entitlement Dates” means the First Entitlement Date and the Second Entitlement Date.

“Allowed Affected Claim” means, with respect to a Claim, any Claim or any portion thereof that has been finally allowed as a Distribution Claim for purposes of receiving distributions under the Plan in accordance with the Claims Procedure Order or a Final Order of the Court, which shall include the Deemed Proven Claims.

“APA Condition” has the meaning ascribed thereto in the recitals.

“Applicable Law” means any law, statute, order, decree, judgment, rule, regulation, ordinance or other pronouncement having the effect of law whether in Canada or any other country, or any domestic or foreign state, county, province, city or other political subdivision of any Governmental Entity.

“Approval and Vesting Order” means an Order of the Court, among other things:

(a) approving the Holdco APA and the transactions contemplated therein;

(b) authorizing and approving the execution of the Holdco APA by the Applicant;

(b) vesting in Holdco all of the Applicant’s right, title and interest in and to the Purchased Assets free and clear of all Encumbrances;

(c) exempting the purchase and sale of the Purchased Assets under the Holdco APA from the requirements of the Bulk Sales Act (Ontario) and any other applicable bulk sales legislation and section 6 of the Retail Sales Tax Act (Ontario) and any equivalent or corresponding provision under any other applicable tax legislation;

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(d) authorizing the execution by the Applicant of any and all documents necessary or desirable to complete the closing of the transactions contemplated in the Holdco APA and any post-closing matters, including further assurances; and

(e) declaring that the Holdco APA shall be deemed to have become effective as of May 1, 2015.

“Assessments” means Claims of Her Majesty the Queen in Right of Canada or of any Province or Territory or Municipality or any other taxation authority in any Canadian or foreign jurisdiction, including, without limitation, amounts which may arise or have arisen under any notice of assessment, notice of reassessment, notice of appeal, audit, investigation, demand or similar request from any taxation authority.

“Business Day” means a day, other than Saturday, Sunday or a statutory holiday, on which banks are generally open for business in Toronto, Ontario.

“Calendar Day” means a day, including Saturday, Sunday and any statutory holidays in the Province of Ontario, Canada.

“Canadian Tax Act” means the Income Tax Act, R.S.C. 1985, c. 1 (5th Supp), as amended.

“CCAA” has the meaning ascribed thereto in the recitals.

“CCAA Proceeding” means the proceeding commenced by the Applicant pursuant to the CCAA.

“Charges” means the Administration Charge, the Directors’ Charge and the Intercompany Charge, each as defined in the Initial Order.

“Claim” means:

(a) any right or claim of any Person against the Applicant, whether or not asserted, in connection with any indebtedness, liability or obligation of any kind whatsoever of any such Applicant in existence on the Filing Date, and costs payable in respect thereof to and including the Filing Date, whether or not such right or claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present, future, known, or unknown, by guarantee, surety or otherwise, and whether or not such right is executory or anticipatory in nature, including any Assessment and any right or ability of any Person to advance a claim for contribution or indemnity or otherwise with respect to any matter, action, cause or chose in action, whether existing at present or commenced in the future, which indebtedness, liability or obligation is based in whole or in part on facts which existed prior to the Filing Date and any other claims that would have been claims provable in bankruptcy had such Applicant become bankrupt on the Filing Date, including for greater certainty any Equity Claim and any claim against the Applicant for indemnification by any Director or Officer in respect of a Director/Officer Claim (but excluding any such claim for indemnification that is covered by the Directors’ Charge (as defined in the Initial Order)); and

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(b) any right or claim of any Person against the Applicant in connection with any indebtedness, liability or obligation of any kind whatsoever owed by the Applicant to such Person arising out of the restructuring, disclaimer, resiliation, termination or breach by the Applicant on or after the Filing Date of any contract, lease or other agreement whether written or oral and includes any other right or claim that is to be treated as a Restructuring Period Claim under the Plan,

provided that, for greater certainty, the definition of “Claim” herein shall not include any Director/Officer Claim.

“Claims Bar Date” means 5:00 p.m. on October 28, 2015.

“Claims Procedure Order” means the Order under the CCAA establishing a claims procedure in respect of the Applicant, as same may be further amended, restated or varied from time to time.

“Claims Schedule” means a list of all known Creditors with Claims against the Applicant prepared and updated from time to time by the Applicant, with the assistance of the Monitor, showing the name, last known address, last known facsimile number, and last known email address of each such Creditor (except that where such Creditor is represented by counsel known by the Applicant, the address, facsimile number, and email address of such counsel may be substituted) and the amount of each such Creditor’s Claim against the Applicant as valued by the Applicant.

“Commitment Agreement” means the Commitment Agreement between the Applicant and Red Label dated May 26, 2015.

“Convenience Claim” means any Affected Claim that is not more than $15,000, provided that (i) any Claim denominated in a foreign currency will be converted to Canadian dollars at the Bank of Canada noon spot exchange rate (if available) or the spot exchange rate in effect on the Filing Date for the sole purpose of determining whether or not it is less than or equal to $15,000; (ii) Creditors shall not be entitled to divide a Claim for the purpose of qualifying such Claim as a Convenience Claim; and (iii) no Restructuring Period Claim referred to in Section 3.8(d)(i) shall constitute a Convenience Claim.

“Convenience Creditor” means an Affected Creditor having a Convenience Claim.

“Court” has the meaning ascribed thereto in the recitals.

“Creditor” means any Person having a Claim, but only with respect to and to the extent of such Claim, including the transferee or assignee of a transferred Claim that is recognized as a Creditor in accordance with the Claims Procedure Order or a trustee, executor, liquidator, receiver, receiver and manager, or other Person acting on behalf of or through such Person.

“Crown Claims” has the meaning given to that term in Section 4.4 herein.

“Deemed Proven Claims” means the Landlord’s Affected Claim and Sears’ Affected Claim.

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“Directors” means all current and former directors (or their estates) of the Applicant, in such capacity, and “Director” means any one of them.

“Director/Officer Claim” means any right or claim of any Person against one or more of the Directors and/or Officers howsoever arising, whether or not such right or claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present, future, known, or unknown, by guarantee, surety or otherwise, and whether or not such right is executory or anticipatory in nature, including the right or ability of any Person to advance a claim for contribution or indemnity or otherwise with respect to any matter, action, cause or chose in action, whether existing at present or commenced in the future, including any right of contribution or indemnity, for which any Director or Officer is alleged to be, by statute or otherwise by law or equity, liable to pay in his or her capacity as a Director or Officer.

“Distribution Claim” means the Deemed Proven Claims and any Claim against the Applicant, or such portion thereof, that is not barred by any provision of the Claims Procedure Order and which has been finally accepted and determined for distribution purposes in accordance with the Claims Procedure Order and the CCAA.

“Disputed Distribution Claim” means an Affected Claim (including a contingent Affected Claim that may crystallize upon the occurrence of an event or events occurring after the Filing Date) or such portion thereof which is not barred by any provision of the Claims Procedure Order, which has not been allowed as a Distribution Claim, which is validly disputed for distribution purposes in accordance with the Claims Procedure Order and which remains subject to adjudication for distribution purposes in accordance with the Claims Procedure Order.

“Disputed Distribution Claims Reserve” means the reserve, if any, to be established by the Applicant, which shall be comprised of the following:

(a) in respect of Affected Claims that are Disputed Distribution Claims and that are Convenience Claims, an amount reserved on the Plan Implementation Date equal to the amount that would have been paid in respect of such Disputed Distribution Claims on the Plan Implementation Date if such Disputed Distribution Claims had been Allowed Affected Claims as of the Plan Implementation Date; and

(b) in respect of Affected Claims that are Disputed Distribution Claims and are not Convenience Claims, an amount reserved on the Affected Creditors’ Entitlement Dates equal to the value of Affected Creditor Entitlements that would have been paid in respect of such Disputed Distribution Claims on the applicable Affected Creditors’ Entitlement Date if such Disputed Distribution Claims had been Allowed Affected Claims as of the applicable Affected Creditors’ Entitlement Date.

“Distribution Date” means the date or dates from time to time set in accordance with the provisions of the Plan to effect distributions in respect of the Allowed Affected Claims, excluding the Initial Distribution Date.

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“Effective Time” means 12:01 a.m. (Toronto time) on the Plan Implementation Date or such other time on such date as the Applicant may determine.

“Employee Priority Claims” means the following Claims of Employees and former employees of the Applicant:

(a) Claims equal to the amounts that such Employees and former employees would have been entitled to receive under paragraph 136(l)(d) of the Bankruptcy and Insolvency Act (Canada) if the applicable Applicant had become bankrupt on the Filing Date; and

(b) Claims for wages, salaries, commissions or compensation for services rendered by such Employees and former employees after the Filing Date and on or before the Plan Implementation Date together with, in the case of travelling salespersons, disbursements properly incurred by them in and about the Applicant’s business during the same period.

“Employees” means any and all (a) employees of the Applicant who are actively at work (including full-time, part-time or temporary employees) and (b) employees of the Applicant who are on approved leaves of absence (including maternity leave, parental leave, short-term disability leave, workers’ compensation and other statutory leaves), and who have not tendered notices of resignation as of the Filing Date, in each case.

“Encumbrance” means any charge, mortgage, lien, pledge, claim, restriction, hypothec, adverse interest, security interest or other encumbrance whether created or arising by agreement, statute or otherwise at law, attaching to property, interests or rights and shall be construed in the widest possible terms and principles known under the law applicable to such property, interests or rights and whether or not they constitute specific or floating charges as those terms are understood under the laws of the Province of Ontario.

“Equity Claim” means a Claim that meets the definition of “equity claim” in Section 2(1) of the CCAA.

“Filing Date” means May 27, 2015.

“Final Order” means any order, ruling or judgment of the Court, or any other court of competent jurisdiction, (i) that is in full force and effect; (ii) that has not been reversed, modified or vacated and is not subject to any stay and (iii) in respect of which all applicable appeal periods have expired and any appeals therefrom have been finally disposed of, leaving such order, ruling or judgment wholly operable.

“First Entitlement Date” means the earlier of a date determined by the Applicant, in its sole discretion, and February 29, 2016.

“Funding Agreement” means a funding agreement between Red Label or Holdco and the Applicant whereby Red Label or Holdco, as applicable will agree to fund, on a revolving basis until December 31, 2016, up to a maximum of $6 million, the Applicant’s necessary operating and other expenses incurred in a manner consistent with past practices, subject to customary terms and conditions precedent.

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“Government Priority Claims” means all Claims of Governmental Entities against the Applicant in respect of amounts that are outstanding and that are of a kind that could be subject to a demand under:

(a) subsections 224(1.2) of the Canadian Tax Act;

(b) any provision of the Canada Pension Plan or the Employment Insurance Act (Canada) that refers to subsection 224(1.2) of the Canadian Tax Act and provides for the collection of a contribution, as defined in the Canada Pension Plan, or employee’s premium or employer’s premium as defined in the Employment Insurance Act (Canada), or a premium under Part VII.I of that Act, and of any related interest, penalties or other amounts; or

(c) any provision of provincial legislation that has a similar purpose to subsection 224(1.2) of the Canadian Tax Act, or that refers to that subsection, to the extent that it provides for the collection of a sum, and of any related interest, penalties or other amounts, where the sum:

(i) has been withheld or deducted by a person from a payment to another person and is in respect of a tax similar in nature to the income tax imposed on individuals under the Canadian Tax Act; or

(ii) is of the same nature as a contribution under the Canada Pension Plan if the province is a “province providing a comprehensive pension plan” as defined in subsection 3(1) of the Canada Pension Plan and the provincial legislation establishes a “provincial pension plan” as defined in that subsection.

“Governmental Entity” means any government, regulatory authority, governmental department, agency, commission, bureau, official, minister, Crown corporation, court, board, tribunal or dispute settlement panel or other law, rule or regulation-making organization or entity: (a) having or purporting to have jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or (b) exercising, or entitled or purporting to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power.

“Holdco” has the meaning ascribed thereto in the recitals.

“Holdco APA” has the meaning ascribed thereto in the recitals.

“Holdco Claim” means Holdco’s secured Claim for amounts owing under the Intercompany Note.

“IATA” means the International Air Transport Association.

“Initial Distribution Date” means a date no more than two (2) Business Days after the Plan Implementation Date or such other date as the Applicant and the Monitor may agree.

“Initial Order” has the meaning ascribed thereto in the recitals.

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“Insurance Policy” means any insurance policy maintained by the Applicant pursuant to which the Applicant or any Director or Officer is insured.

“Insured Claim” means all or that portion of a Claim arising from a cause of action for which the applicable insurer or a court of competent jurisdiction has definitively and unconditionally confirmed that the Applicant is insured under an Insurance Policy, to the extent that such Claim, or portion thereof, is so insured.

“Intercompany Claim” means any Claim held by a Related Entity, which, for greater certainty, includes the Holdco Claim.

“Intercompany Note” means the promissory note dated May 1, 2013 issued by the Applicant to Holdco in the amount of $78,114,822, which is secured by the Intercompany Security.

“Intercompany Security” means the security interest granted by the Applicant in favour of Holdco pursuant to the general security agreement dated May 1, 2013 and the hypothec granted by the Applicant in favour of Holdco pursuant to the hypothec agreement dated May 26, 2015.

“Known Creditor” means an Affected Creditor whose Claim against the Applicant is known to the Applicant as of the date of the Claims Procedure Order and whose Affected Claim is included in the Claims Schedule.

“Landlord” means 75 Eglinton Avenue East Limited Partnership.

“Landlord’s Affected Claim” means the Landlord’s Claim in the amount of $15,000,000 arising from the Applicant’s disclaimer of the Lease dated March 28, 2008 between the Landlord and the Applicant, the First Lease Amending Agreement dated April 23, 2009 between the Landlord and the Applicant, and all other agreements and instruments between the Applicant and the Landlord arising out of or relating to the premises leased by the Applicant at 75 Eglinton Avenue, Toronto, Ontario, which shall constitute an Allowed Affected Claim.

“Landlord Settlement Agreement” means the settlement agreement to be entered into between the Landlord, Holdco and the Applicant.

“Material” means a fact, circumstance, change, effect, matter, action, condition, event, occurrence or development that, individually or in the aggregate, is, or would reasonably be expected to be, material to the business, affairs, results of operations or financial condition of the Applicant (taken as a whole).

“Meeting” means a meeting of Affected Creditors to be held on the Meeting Date called for the purpose of considering and voting on the Plan pursuant to the CCAA, and includes any adjournment, postponement or other rescheduling of such meeting in accordance with the Meeting Order.

“Meeting Date” means the date on which the Meeting is held in accordance with the Meeting Order.

“Meeting Order” means the Order issued under the CCAA that, among other things, sets the date for the Meeting, as same may be amended, restated or varied from time to time.

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“Monitor” has the meaning ascribed thereto in the recitals.

“Monitor’s Website” means http://www.kpmg.com/ca/travelbrands.

“Notice of Claim” means the notice referred to in paragraph 18 of the Claims Procedure Order, advising each Known Creditor of its Claim against the Applicant as determined by the Applicant based on the books and records of the Applicant.

“Officers” means all current and former officers (or their estates) of the Applicant, in such capacity, and “Officer” means any one of them.

“Order” means any order of the Court made in connection with the CCAA Proceeding.

“Original Plan” has the meaning ascribed thereto in the recitals.

“Person” means any individual, corporation, firm, limited or unlimited liability company, general or limited partnership, association (incorporated or unincorporated), trust, unincorporated organization, joint venture, trade union, Governmental Entity or any agency, regulatory body or officer thereof or any other entity, wherever situate or domiciled, and whether or not having legal status.

“Plan” has the meaning ascribed thereto in the recitals.

“Plan Implementation Date” means the Business Day on which the Plan becomes effective, which shall be the Business Day on which, pursuant to Section 9.2, the Applicant or its counsel delivers written notice to the Monitor (or its counsel) that the conditions set out in Section 9.1 have been satisfied or waived in accordance with the terms hereof.

“Purchased Assets” has the meaning ascribed thereto in the recitals.

“Proof of Claim” means the Proof of Claim referred to in paragraph 25 of the Claims Procedure Order to be filed by Unknown Creditors.

“Red Label” means Red Label Vacations Inc.

“Related Entity” means a Person that is directly or indirectly controlling, controlled by or under common control with the Applicant.

“Released Claims” has the meaning ascribed thereto in Section 7.1.

“Released Director/Officer Claim” means any Director/Officer Claim that is released pursuant to Section 7.1.

“Released Party” and “Released Parties” have the meanings ascribed thereto in Section 7.1.

“Represented Creditor Proxy” means the form of proxy for Represented Travel Trade Creditors, attached as Schedule “E” to the Meeting Order.

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“Represented Travel Trade Creditor” means any seller or supplier of travel products or travel services to TravelBrands that is a Known Creditor whose Claim exists pursuant to a contract or contracts that have been negotiated, in whole or in part, by a Travel Trade Creditor Representative on such Known Creditor’s behalf.

“Restructuring Period Claim” means any right or claim of any Person against the Applicant in connection with any indebtedness, liability or obligation of any kind whatsoever owed by the Applicant to such Person arising out of the restructuring, disclaimer, resiliation, termination or breach by the Applicant on or after the Filing Date of any contract, lease or other agreement whether written or oral and includes any other right or claim that is to be treated as a Restructuring Period Claim under the Plan (each, a “Restructuring Period Claim”, and collectively, the “Restructuring Period Claims”).

“Restructuring Period Claims Bar Date” means seven (7) Calendar Days after termination, repudiation or resiliation of the applicable agreement or other event giving rise to the applicable Restructuring Period Claim.

“Required Majority” means with respect to the Affected Creditors’ Class, a majority in number of Affected Creditors representing at least two thirds in value of the Voting Claims of Affected Creditors who are entitled to vote at the Meeting in accordance with the Meeting Order and who are present and voting in person or by proxy on the resolution approving the Plan at the Meeting.

“Sanction Order” means the Order of the Court sanctioning and approving the Plan, as it may be amended by the Court.

“Sears” means Sears Canada Inc.

“Sears’ Affected Claim” means Sears’ Claim in the amount of $6,208,846.28 in connection with the Applicant’s indebtedness and obligations under the License Agreement dated January 18, 2011, as amended and restated on February 2, 2014 (the “Sears License Agreement”), which shall constitute an Allowed Affected Claim.

“Sears Amending Agreement” means the Amending Agreement entered into between Sears and the Applicant on July 6, 2015 whereby the terms of the Sears License Agreement were amended.

“Second Entitlement Date” means the earlier of a date determined by the Applicant, in its sole discretion, and November 30, 2016.

“Secured Claims” means all Claims against the Applicant that are secured by a valid, perfected and enforceable security interest in, mortgage, encumbrance or charge over, lien against or other similar interest in, any of the assets or property of the Applicant, which, for greater certainty, includes the Holdco Claim.

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“Travel Trade Creditor Representatives” means the Persons listed on Schedule “J” of the Claims Procedure Order and “Travel Trade Creditor Representative” means any one of them.

“Trust Claim” means all or any portion of a Claim held by any of the Applicant’s customers in connection with travel that such customers have not yet taken and for which funds are being held in trust in any of the Applicant’s bank accounts or by Chase Paymentech Solutions.

“Unaffected Claims” means:

(a) Crown Claims;

(b) any Claim secured by any of the Charges;

(c) any Insured Claim;

(d) any Intercompany Claim;

(e) any Secured Claim;

(f) any Trust Claim;

(g) any Claim that is not permitted to be compromised pursuant to Section 19(2) of the CCAA;

(h) any Employee Priority Claims; and

(i) any Government Priority Claims.

“Unaffected Creditor” means a Creditor who has an Unaffected Claim, but only in respect of and to the extent of such Unaffected Claim.

“Undeliverable Distribution” has the meaning ascribed thereto in Section 4.7 hereof.

“Voting Claims” means the Deemed Proven Claims and any Claim of a Creditor against the Applicant, or such portion thereof, that is not barred by any provision of the Claims Procedure Order and which has been finally accepted and determined for voting at the Meeting, in accordance with the provisions of the Claims Procedure Order and the CCAA.

1.2 Certain Rules of Interpretation

For the purposes of the Plan:

(a) any reference in the Plan to a contract, instrument, release, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions;

(b) any reference in the Plan to an Order or an existing document or exhibit filed or to be filed means such Order, document or exhibit as it may have been or may be amended, modified, or supplemented;

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(c) unless otherwise specified, all references to currency are in Canadian dollars;

(d) the division of the Plan into “articles” and “sections” and the insertion of a table of contents are for convenience of reference only and do not affect the construction or interpretation of the Plan, nor are the descriptive headings of “articles” and “sections” intended as complete or accurate descriptions of the content thereof;

(e) the use of words in the singular or plural, or with a particular gender, including a definition, shall not limit the scope or exclude the application of any provision of the Plan or a schedule hereto to such Person (or Persons) or circumstances as the context otherwise permits;

(f) the words “includes” and “including” and similar terms of inclusion shall not, unless expressly modified by the words “only” or “solely”, be construed as terms of limitation, but rather shall mean “includes but is not limited to” and “including but not limited to”, so that references to included matters shall be regarded as illustrative without being either characterizing or exhaustive;

(g) unless otherwise specified, all references to time herein and in any document issued pursuant hereto mean local time in Toronto, Ontario and any reference to an event occurring on a Business Day shall mean prior to 5:00 p.m. (Toronto time) on such Business Day;

(h) unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next succeeding Business Day if the last day of the period is not a Business Day;

(i) unless otherwise provided, any reference to a statute or other enactment of parliament or a legislature includes all regulations made thereunder, all amendments to or re-enactments of such statute or regulations in force from time to time, and, if applicable, any statute or regulation that supplements or supersedes such statute or regulation;

(j) references to a specified “article” or “section” shall, unless something in the subject matter or context is inconsistent therewith, be construed as references to that specified article or section of the Plan, whereas the terms “the Plan”, “hereof’, “herein”, “hereto”, “hereunder” and similar expressions shall be deemed to refer generally to the Plan and not to any particular “article”, “section” or other portion of the Plan and include any documents supplemental hereto; and

(k) the word “or” is not exclusive.

1.3 Successors and Assigns

The Plan shall be binding upon and shall enure to the benefit of the heirs, administrators, executors, legal personal representatives, successors and assigns of any Person or party directly

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or indirectly named or referred to in or subject to the Plan, including the Applicant, the Affected Creditors, the Directors and Officers and the Released Parties.

1.4 Governing Law

The Plan shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. All questions as to the interpretation of or application of the Plan and all proceedings taken in connection with the Plan and its provisions shall be subject to the exclusive jurisdiction of the Court.

ARTICLE 2 PURPOSE AND EFFECT OF THE PLAN

2.1 Purpose

The purpose of the Plan is:

(a) to provide for a settlement of, and consideration for, all Allowed Affected Claims;

(b) to effect a release and discharge of all Affected Claims and Released Claims; and

(c) to ensure the continuation of the Applicant,

in the expectation that the Persons who have a valid economic interest in the Applicant will derive a greater benefit from the implementation of the Plan than they would derive from a bankruptcy of the Applicant.

2.2 Persons Affected

The Plan provides for a full and final release and discharge of the Affected Claims and Released Claims, and a settlement of, and consideration for, all Allowed Affected Claims. The Plan will become effective at the Effective Time in accordance with its terms and in the sequence set forth in Section 5.3 and shall be binding on and enure to the benefit of the Applicant, the Affected Creditors, the Released Parties and all other Persons directly or indirectly named or referred to in or subject to the Plan.

2.3 Persons Not Affected

The Plan does not affect the Unaffected Creditors, subject to the express provisions hereof providing for the treatment of Insured Claims. Nothing in the Plan shall affect the Applicant’s rights and defences, both legal and equitable, with respect to any Unaffected Claims including all rights with respect to legal and equitable defences or entitlements to set-offs or recoupments against such Unaffected Claims.

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ARTICLE 3 CLASSIFICATION OF CREDITORS, VOTING AND RELATED MATTERS

3.1 Claims Procedure

The procedure for determining the validity and quantum of the Affected Claims for voting and distribution purposes under the Plan shall be governed by the Claims Procedure Order, the Meeting Order, the CCAA, the Plan and any further Order of the Court.

3.2 Classification of Creditors

For the purposes of voting on the Plan, there will be one consolidated class of creditors, which will be composed of all of the Affected Creditors (the “Affected Creditors’ Class”).

3.3 Meeting

The Meeting shall be held in accordance with the Plan, the Meeting Order the Claims Procedure Order and any further Order of the Court.

3.4 Voting

Pursuant to the Meeting Order, each Affected Creditor with a Voting Claim or a Disputed Voting Claim that is a Convenience Creditor shall be deemed to vote in favour of the Plan unless such Convenience Creditor has notified the Monitor in writing of its intention to vote against the Plan prior to the Meeting and does vote against the Plan at the Meeting (in person or by proxy).

Pursuant to the Meeting Order, any Represented Travel Trade Creditor that does not submit a Represented Creditor Proxy in accordance with the terms of the Meeting Order shall be deemed to have duly appointed their Travel Trade Creditor Representative as a proxyholder to act for them in respect of the Meeting and to vote the Represented Travel Trade Creditor’s Voting Claim or Disputed Voting Claim at or prior to the Meeting.

3.5 Treatment of Affected Claims

An Affected Claim shall receive distributions as set forth below only to the extent that such Claim is an Allowed Affected Claim and has not been paid, released, or otherwise satisfied prior to the Plan Implementation Date.

In accordance with the steps and sequence set forth in Section 5.3, under the supervision of the Monitor, and in full and final satisfaction of all Affected Claims, each Affected Creditor with an Allowed Affected Claim, other than the Landlord and Sears, will receive the following consideration:

(a) with respect to Convenience Creditors with Allowed Affected Claims that are Convenience Claims, each such Convenience Creditor shall receive a cash payment on the Plan Implementation Date equal to its Allowed Affected Claim; and

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(b) with respect to Affected Creditors with Allowed Affected Claims that are not Convenience Creditors, each such Affected Creditor shall become entitled on the Plan Implementation Date to its Affected Creditor Entitlement (which shall be payable in accordance with the terms and on the timelines provided for herein).

All Affected Claims shall be fully, finally, irrevocably and forever compromised, released, discharged, cancelled and barred on the Plan Implementation Date.

3.6 The Landlord’s Affected Claim

In accordance with this Plan and the Landlord Settlement Agreement, the Landlord shall:

(a) be deemed to have waived its rights to, and shall not be entitled to, receive the Affected Creditor Entitlement that it may otherwise have been entitled to under this Plan in respect of the Landlord’s Affected Claim; and

(b) be deemed to have a Voting Claim in the amount of the Landlord’s Affected Claim, which shall be deemed to have been voted in favour of the Plan.

3.7 Sears’ Affected Claim

In accordance with this Plan and the Sears Amending Agreement, Sears shall:

(a) be entitled to receive payments from the Applicant in accordance with the Sears Amending Agreement;

(b) be deemed to have waived its rights to, and shall not be entitled to, receive the Affected Creditor Entitlement that it may otherwise have been entitled to under this Plan in respect of Sears’ Affected Claim; and

(c) be deemed to have a Voting Claim in the amount of Sears’ Affected Claim, which shall be deemed to have been voted in favour of the Plan.

3.8 Unaffected Claims

(a) Unaffected Claims shall not be compromised, released, discharged, cancelled or barred by the Plan.

(b) Unaffected Creditors will not receive any consideration or distributions under the Plan in respect of their Unaffected Claims, and they shall not be entitled to vote on the Plan at the Meeting in respect of their Unaffected Claims.

(c) Notwithstanding anything to the contrary herein, Insured Claims shall not be compromised, released, discharged, cancelled or barred by the Plan, provided that from and after the Plan Implementation Date, any Person having an Insured Claim shall be irrevocably limited to recovery in respect of such Insured Claim solely from the proceeds of the applicable Insurance Policies, and Persons with any Insured Claims shall have no right to, and shall not, directly or indirectly, make any claim or seek any recoveries from any Person, including the Applicant or any

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Released Party, other than enforcing such Person's rights to be paid by the applicable insurer(s) from the proceeds of the applicable Insurance Policies. This Section 3.8(c) may be relied upon and raised or pled by the Applicant or any Released Party in defence or estoppel of or to enjoin any claim, action or proceeding brought in contravention of this Section. Nothing in the Plan shall prejudice, compromise, release or otherwise affect any right or defence of any insurer in respect of an Insurance Policy or any insured in respect of an Insured Claim.

(d) Notwithstanding anything to the contrary herein, in the case of Secured Claims, at the election of the Applicant:

(i) the Applicant may satisfy any Secured Claims by returning the applicable property of the Applicant that is secured as collateral for such Claims, in which case the Secured Claim shall be deemed to be fully satisfied, provided that if the applicable holder of a Secured Claim asserts that there is a deficiency in the value of the applicable collateral relative to the value of the Secured Claim, such Creditor shall be permitted to file such unsecured deficiency Claim as a Restructuring Period Claim prior to the Restructuring Period Claims Bar Date in accordance with and subject to the Claims Procedure Order, and such unsecured deficiency Claim shall be treated as an Affected Claim for the purpose of this Plan, the Meeting Order and all related matters; and

(ii) if the Applicant does not elect to satisfy a Secured Claim in the manner described in Section 3.8(d)(i), then such Secured Claim shall continue unaffected as against the Applicant following the Plan Implementation Date.

3.9 Disputed Distribution Claims

Any Affected Creditor with a Disputed Distribution Claim shall not be entitled to receive any distribution hereunder with respect to such Disputed Distribution Claim unless and until such Claim becomes an Allowed Affected Claim. A Disputed Distribution Claim shall be resolved in the manner set out in the Claims Procedure Order. Distributions pursuant to Section 3.5 shall be made in respect of any Disputed Distribution Claim that is finally determined to be an Allowed Affected Claim in accordance with the Claims Procedure Order.

3.10 Director/Officer Claims

All Released Director/Officer Claims shall be fully, finally, irrevocably and forever compromised, released, discharged, cancelled and barred without additional consideration on the Plan Implementation Date. Any Director/Officer Claim that is not a Released Director/Officer Claim will not be compromised, released, discharged, cancelled and barred. For greater certainty, any Claim of a Director or Officer against the Applicant for indemnification or contribution in respect of any Director/Officer Claim that is not otherwise covered by the Directors’ Charge shall be treated for all purposes under the Plan as an Affected Claim.

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3.11 Extinguishment of Claims

On the Plan Implementation Date, in accordance with the terms and in the sequence set forth in Section 5.3 and in accordance with the provisions of the Sanction Order, the treatment of Affected Claims and all Released Claims, in each case as set forth herein, shall be final and binding on the Applicant, all Affected Creditors and any Person having a Released Claim (and their respective heirs, executors, administrators, legal personal representatives, successors and assigns), and all Affected Claims and all Released Claims shall be fully, finally, irrevocably and forever released, discharged, cancelled and barred, and the Applicant and the Released Parties shall thereupon have no further obligation whatsoever in respect of the Affected Claims or the Released Claims; provided that nothing herein releases the Applicant or any other Person from their obligations to make distributions in the manner and to the extent provided for in the Plan and provided further that such discharge and release of the Applicant shall be without prejudice to the right of a Creditor in respect of a Disputed Distribution Claim to prove such Disputed Distribution Claim in accordance with the Claims Procedure Order so that such Disputed Distribution Claim may become an Allowed Affected Claim entitled to receive consideration under Section 3.5 hereof.

3.12 Guarantees and Similar Covenants

No Person who has a Claim under any guarantee, surety, indemnity or similar covenant in respect of any Claim that is compromised and released under the Plan or who has any right to claim over in respect of or to be subrogated to the rights of any Person in respect of a Claim that is compromised under the Plan shall be entitled to any greater rights than the Person whose Claim is compromised under the Plan.

3.13 Set-Off

The law of set-off applies to all Affected Claims.

ARTICLE 4 PROVISIONS REGARDING DISTRIBUTIONS AND PAYMENTS

4.1 Distribution Mechanics with respect to the Affected Creditor Entitlements

(a) Each Affected Creditor with an Allowed Affected Claim, other than the Convenience Creditors, shall become entitled to its Affected Creditor Entitlement on the Plan Implementation Date without any further steps or actions by the Applicant, such Affected Creditor or any other Person.

(b) From and after the Plan Implementation Date, and until the Affected Creditor Entitlements have been distributed in accordance with the Plan, the Applicant shall maintain a register of the Affected Creditor Entitlements as well as the address and notice information set forth on each applicable Affected Creditor’s Notice of Claim or Proof of Claim. Any applicable Affected Creditor whose address or notice information changes shall be solely responsible for notifying the

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Applicant of such change. The Applicant shall also record on the register the aggregate amount of any applicable Disputed Distribution Claims.

(c) On the First Entitlement Date, the Applicant shall distribute to each Affected Creditor with an Allowed Affected Claim (other than Convenience Creditors who, for greater certainty, shall have no Affected Creditor Entitlement) sixty percent of such Affected Creditors’ Affected Creditor Entitlement by way of direct deposit, wire transfer, credit card payment or cheque sent by prepaid ordinary mail to the address as shown on the Claims Schedule.

(d) On the Second Entitlement Date, the Applicant shall distribute to each Affected Creditor with an Allowed Affected Claim forty percent of such Affected Creditors’ Affected Creditor Entitlement by way of direct deposit, wire transfer, credit card payment or cheque sent by prepaid ordinary mail to the address as shown on the Claims Schedule.

(e) On each of the Affected Creditors’ Entitlement Dates, the Applicant shall transfer into the Disputed Distribution Claims Reserve the value of the Affected Creditor Entitlements that would have been paid to holders of Disputed Distributions Claims on such Affected Creditors’ Entitlement Date if such Disputed Distribution Claims were to have been Allowed Affected Claims (other than Convenience Claims) as of the applicable Affected Creditors’ Entitlement Date.

4.2 Distribution Mechanics with respect to Convenience Claims

On the Plan Implementation Date, under the supervision of the Monitor, the Applicant shall pay each Convenience Creditor with an Allowed Affected Claim that is a Convenience Claim the amount that is required to be paid to each such Creditor under this Plan by way of direct deposit, wire transfer, credit card payment or cheque sent by prepaid ordinary mail to the address set forth on such Convenience Creditor’s Notice of Claim or Proof of Claim. Under the supervision of the Monitor, the Applicant shall also calculate the aggregate amount of Convenience Claims that are Disputed Distribution Claims on the Plan Implementation Date and shall segregate such amounts and hold such amounts in the Disputed Distribution Claims Reserve.

4.3 Cancellation of Instruments Evidencing Affected Claims

Following completion of the steps and transactions in the sequence set forth in Section 5.3 herein, all agreements, invoices and other instruments evidencing Affected Claims will not entitle any holder thereof to any compensation or participation other than as expressly provided for in this Plan and will be cancelled and will be considered null and void.

4.4 Crown Priority Claims

Within six (6) months of the date of the Sanction Order, the Applicant shall pay in full to Her Majesty in Right of Canada or any province all amounts of a kind that could be subject to demand under Section 6(3) of the CCAA that were outstanding on the Filing Date and which have not been paid by the Plan Implementation Date (“Crown Claims”).

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4.5 Interest

Interest shall not accrue or be paid on Affected Claims on or after the Filing Date, and no holder of an Affected Claim shall be entitled to interest accruing on or after the Filing Date.

4.6 Allocation of Distributions

All distributions made to Affected Creditors pursuant to the Plan shall be allocated first towards the repayment of the principal amount in respect of such Affected Creditor’s Claim and second, if any, towards the repayment of all accrued but unpaid interest in respect of such Affected Creditor’s Claim.

4.7 Treatment of Undeliverable Distributions

If any Creditor’s distribution under this Article 4 is returned as undeliverable or is not cashed (an “Undeliverable Distribution”), no further distributions to such Creditor shall be made unless and until the Applicant and the Monitor are notified by such Creditor of such Creditor’s current address, at which time all past distributions shall be made to such Creditor. All claims for Undeliverable Distributions must be made on or before the date that is six months following the final Distribution Date, after which date any entitlement with respect to such Undeliverable Distribution shall be forever discharged and forever barred, without any compensation therefor, notwithstanding any federal, state or provincial laws to the contrary, at which time any such Undeliverable Distributions shall be returned to the Applicant. Nothing contained in the Plan shall require the Applicant or the Monitor to attempt to locate any Person to whom a distribution is payable. No interest is payable in respect of an Undeliverable Distribution.

4.8 Assignment of Claims for Voting and Distribution Purposes

(a) Assignment of Claims Prior to the Meeting

Subject to any restrictions contained in Applicable Laws, Affected Creditors may transfer or assign the whole of their Claims prior to the Meeting provided that the Applicant and the Monitor shall not be obliged to deal with any transferee or assignee as an Affected Creditor in respect thereof unless and until actual notice of the transfer or assignment, together with satisfactory evidence of such transfer or assignment has been given to the Applicant and the Monitor by 5:00 p.m. (Toronto time) on the day that is at least five (5) Business Days immediately prior to the Meeting, or such other date as the Monitor may agree. In the event of such notice of transfer or assignment prior to the Meeting, the transferee or assignee shall, for all purposes, be treated as the Affected Creditor of the assigned or transferred Claim, will be bound by any and all notices previously given to the transferor or assignor in respect of such Claim and shall be bound, in all respects, by any and all notices given and by the Orders of the Court in the CCAA Proceeding. For greater certainty, other than as described above, the Applicant shall not recognize partial transfers or assignments of Claims.

(b) Assignment of Claims Subsequent to the Meeting

Subject to any restrictions contained in Applicable Laws, Affected Creditors may transfer or assign the whole of their Claims after the Meeting provided that the Applicant and the Monitor shall not be obliged to deal with any transferee or assignee as an Affected Creditor and

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the Monitor shall not be obliged to make any distributions to the transferee or assignee in respect thereof unless and until actual notice of the transfer or assignment, together with evidence of the transfer or assignment and a letter of direction executed by the transferor or assignor, all satisfactory to the Applicant and the Monitor, has been given to the Applicant and the Monitor by 5:00 p.m. on the day that is at least five (5) Business Days immediately prior to the Plan Implementation Date or any Distribution Date(s), as the case may be, or such other date as the Monitor may agree. Thereafter, the transferee or assignee shall, for all purposes, be treated as the Affected Creditor of the assigned or transferred Claim, will be bound by any notices previously given to the transferor or assignor in respect of such Claim and shall be bound, in all respects, by notices given and steps taken, and by the orders of the Court in the CCAA Proceeding. For greater certainty, other than as described above, the Applicant shall not recognize partial transfers or assignments of Claims.

4.9 Withholding Rights

The Applicant and the Monitor shall be entitled to deduct and withhold consideration otherwise payable to an Affected Creditor such amounts (a “Withholding Obligation”) as the Applicant or Monitor, as the case may be, is required or entitled to deduct and withhold with respect to such payment under the Canadian Tax Act or any other provision of any Applicable Law. To the extent that amounts are so deducted or withheld and remitted to the applicable Governmental Entity or as required by Applicable Law, such amounts deducted or withheld shall be treated for all purposes of the Plan as having been paid to such Person as the remainder of the payment in respect of which such withholding and deduction were made. For greater certainty, and notwithstanding any other provision of the Plan: (a) each Affected Creditor that is to receive a distribution pursuant to the Plan shall have sole and exclusive responsibility for the satisfaction and payment of any Withholding Obligations imposed by any Governmental Entity on account of such distribution, and (b) no consideration shall be paid to or on behalf of a holder of an Allowed Affected Claim pursuant to the Plan unless and until such Person has made arrangements satisfactory to the Applicant or the Monitor, as the case may be, for the payment and satisfaction of any Withholding Obligations imposed on the Applicant or the Monitor by any Governmental Entity.

ARTICLE 5 REORGANIZATION

5.1 Corporate Actions

The adoption, execution, delivery, implementation and consummation of all matters contemplated under the Plan involving corporate actions of the Applicant will occur and be effective as of the Plan Implementation Date, and shall be deemed to be authorized and approved under the Plan and by the Court, where applicable, as part of the Sanction Order, in all respects and for all purposes without any requirement of further action by shareholders, directors or officers of the Applicant. All necessary approvals to take actions shall be deemed to have been obtained from the directors, officers or the shareholders of the Applicant, as applicable, including the deemed passing by any class of shareholders of any resolution or special resolution and any shareholders’ agreement or agreement between a shareholder and another Person limiting in any

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way the right to vote shares held by such shareholder or shareholders with respect to any of the steps contemplated by the Plan shall be deemed to have no force or effect.

5.2 Issuance of Plan Consideration

(a) Affected Creditor Entitlements

On the Plan Implementation Date, in the sequence set forth in Section 5.3, Affected Creditors with Allowed Affected Claims shall become entitled to their respective Affected Creditor Entitlements, which shall be distributed on the Affected Creditors’ Entitlement Dates in accordance with the terms herein.

(b) Convenience Claim Payments

On the Plan Implementation Date, in the sequence set forth in Section 5.3 and under the supervision of the Monitor, the Applicant shall pay the applicable amounts to the Convenience Creditors with Allowed Affected Claims that are Convenience Claims and reserve the applicable amounts into the Disputed Distribution Claims Reserve in respect of Convenience Creditors with Disputed Distribution Claims, in each case in the manner and in the amounts set forth in the Plan.

5.3 Sequence of Plan Implementation Date Transactions

The following steps and compromises and releases to be effected on the implementation of the Plan shall occur, and be deemed to have occurred in the following order in five minute increments (unless otherwise noted), without any further act or formality on the Plan Implementation Date beginning at the Effective Time:

(a) in accordance with Sections 3.5 and 5.2(b), the Applicant shall pay to each Convenience Creditor with an Allowed Affected Claim the amount in cash that it is entitled to receive pursuant to Section 3.5(a) in full consideration for the irrevocable, final and full compromise and satisfaction of such Convenience Creditor’s Affected Claim;

(b) simultaneously with step 5.3(a), the Applicant shall reserve the applicable amount of cash in respect of Convenience Claims that are Disputed Distribution Claims and shall hold such cash in the Disputed Distribution Claims Reserve;

(c) simultaneously with step 5.3(a), and in accordance with Sections 3.5 and 5.2(a), each Affected Creditor with an Allowed Affected Claim that is not a Convenience Creditor shall become entitled to its Affected Creditor Entitlement in full consideration for the irrevocable, final and full compromise and satisfaction of such Affected Creditor’s Affected Claim;

(d) the Commitment Agreement shall terminate;

(e) all Affected Claims shall be fully, finally, irrevocably and forever compromised, released, discharged cancelled and barred without any liability, payment or other compensation in respect thereof; and

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(f) the releases set forth in Article 7 shall become effective.

5.4 Post-Plan Implementation Date Applicant Reorganization

On or following the Plan Implementation Date, the Applicant, in consultation with the Monitor, shall be authorized to reorganize its business, operations or corporate structure, including by way of merger, consolidation, amalgamation, division, or spin-out to ensure ongoing compliance with Applicable Law and IATA regulations, in each case as tax efficiently for the Applicant as is reasonably possible. Any such reorganization shall not affect the obligations of the Applicant hereunder. For greater certainty, the Applicant’s obligations hereunder shall attach to any Person or Persons it merges, consolidates, or amalgamates with and any Person or Persons resulting from the Applicant’s division or spin-out, if and as the case may be.

ARTICLE 6 PROCEDURE FOR DISTRIBUTIONS REGARDING DISPUTED DISTRIBUTION

CLAIMS

6.1 No Distribution Pending Allowance

An Affected Creditor holding a Disputed Distribution Claim will not be entitled to receive a distribution under the Plan in respect of such Disputed Distribution Claim or any portion thereof unless and until, and then only to the extent that, such Disputed Distribution Claim becomes an Allowed Affected Claim.

6.2 Disputed Distribution Claims

(a) On the Plan Implementation Date, under the supervision of the Monitor, an amount equal to each Disputed Distribution Claim of the Convenience Creditors shall be reserved and held by the Applicant, in the Disputed Distribution Claims Reserve, for the benefit of the Convenience Creditors with Allowed Affected Claims that are Convenience Claims, pending the final determination of the Disputed Distribution Claim in accordance with the Claims Procedure Order and the Plan.

(b) On each of the Affected Creditors’ Entitlement Dates, distributions of the applicable Affected Creditor Entitlements in relation to a Disputed Distribution Claim of any Affected Creditor (other than Convenience Creditors) in existence at any of the Affected Creditors’ Entitlement Dates that would have been payable if such Disputed Distribution Claim was an Allowed Affected Claim will be reserved and held by the Applicant, in the Disputed Distribution Claims Reserve, until the final determination of such Disputed Distribution Claim in accordance with the Claims Procedure Order and the Plan.

(c) To the extent that any Disputed Distribution Claim becomes an Allowed Affected Claim in accordance with the Claims Procedure Order and it is a Convenience Claim, the Applicant shall distribute (on the next Distribution Date), under the supervision of the Monitor, the applicable amount of such Allowed Affected

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Claim to the holder of such Allowed Affected Claim in accordance with Section 3.5(a) hereof from the Disputed Distribution Claims Reserve.

(d) To the extent that any Disputed Distribution Claim becomes an Allowed Affected Claim in accordance with the Claims Procedure Order and it is not a Convenience Claim, the applicable Affected Creditor shall become entitled to its applicable Affected Creditor Entitlement, and if this occurs after any of the Affected Creditors’ Entitlement Dates, the Applicant shall distribute (on the next Distribution Date) to the holder of such Allowed Affected Claim an amount from the Disputed Distribution Claims Reserve equal to the applicable Affected Creditor’s Affected Creditor Entitlement that would have been paid to such Affected Creditor on the passed Affected Creditors’ Entitlement Date(s), if any.

(e) At any applicable time, the Applicant shall be permitted, with the consent of the Monitor, to release and retain for itself any amounts in the Disputed Distribution Claims Reserve that were reserved to pay Claims that have definitively not been accepted as Allowed Affected Claims in accordance with the Claims Procedure Order.

(f) On the date that all Disputed Distribution Claims have been finally resolved in accordance with the Claims Procedure Order, the Applicant shall, with the consent of the Monitor, release all remaining cash, if any, from the Disputed Distribution Claims Reserve and shall be entitled to retain such cash.

ARTICLE 7 RELEASES

7.1 Plan Releases

On the Plan Implementation Date, in accordance with the sequence set forth in Section 5.3, the Applicant, the Applicant’s employees and contractors, the Directors and Officers, the Monitor, the Monitor’s counsel, the Applicant’s counsel and each and every present and former shareholder, affiliate, subsidiary, director, officer, member, partner, employee, auditor, financial advisor, legal counsel and agent of any of the foregoing Persons (each a “Released Party” and collectively the “Released Parties”) shall be released and discharged from any and all demands, claims, actions, causes of action, counterclaims, suits, debts, sums of money, accounts, covenants, damages, judgments, orders, including for injunctive relief or specific performance and compliance orders, expenses, executions, Encumbrances and other recoveries on account of any liability, obligation, demand or cause of action of whatever nature, including claims for contribution or indemnity which any Creditor or other Person may be entitled to assert, including any and all claims in respect of the payment and receipt of proceeds and statutory liabilities of Directors, Officers and employees of the Applicant and any alleged fiduciary or other duty (whether acting as a Director, Officer, member or employee or acting in any other capacity in connection with the Applicant or its business), whether known or unknown, matured or unmatured, direct, indirect or derivative, foreseen or unforeseen, existing or hereafter arising, based in whole or in part on any act, omission, transaction, duty, responsibility, indebtedness, liability, obligation, dealing or other occurrence existing or taking place on or prior to the later of the Plan Implementation Date and the date on which actions are taken to implement the Plan,

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that constitute or are in any way relating to, arising out of or in connection with any Claims, any Director/Officer Claims and any indemnification obligations with respect thereto, the Affected Creditor Entitlements, any payments to Convenience Creditors, the business and affairs of the Applicant whenever or however conducted, the administration and/or management of the Applicant, the Plan, the CCAA Proceeding or any document, instrument, matter or transaction involving the Applicant taking place in connection with the Plan (referred to collectively as the “Released Claims”), and all Released Claims shall be deemed to be fully, finally, irrevocably and forever waived, discharged, released, cancelled and barred as against the Released Parties, all to the fullest extent permitted by Applicable Law; provided that nothing herein will waive, discharge, release, cancel or bar (i) the right to enforce the Applicant’s obligations under the Plan, (ii) the Applicant from or in respect of any Unaffected Claim or any Claim that is not permitted to be released pursuant to Section 19(2) of the CCAA, or (iii) any Director or Officer from any Director/Officer Claim that is not permitted to be released pursuant to Section 5.1(2) of the CCAA, and none of the Claims referred to in sub-paragraphs (i), (ii) or (iii) above shall constitute Released Claims.

7.2 Injunctions

All Persons are permanently and forever barred, estopped, stayed and enjoined, on and after the Effective Time, with respect to any and all Released Claims, from (i) commencing, conducting or continuing in any manner, directly or indirectly, any action, suits, demands or other proceedings of any nature or kind whatsoever (including, without limitation, any proceeding in a judicial, arbitral, administrative or other forum) against any of the Released Parties; (ii) enforcing, levying, attaching, collecting or otherwise recovering or enforcing by any manner or means, directly or indirectly, any judgment, award, decree or order against any of the Released Parties or their property; (iii) creating, perfecting, asserting or otherwise enforcing, directly or indirectly, any lien or encumbrance of any kind against the Released Parties or their property; or (iv) taking any actions to interfere with the implementation or consummation of the Plan; provided, however, that the foregoing shall not apply to the enforcement of any obligations under the Plan. For greater certainty, the provisions of this Section 7.2 shall apply to Insured Claims in the same manner as Released Claims, except to the extent that the rights of such Persons to enforce such Insured Claims against an insurer in respect of an Insurance Policy are expressly preserved pursuant to Section 3.8(c), and provided further that, notwithstanding the restrictions on making a claim that are set forth in Section 3.8(c), any claimant in respect of an Insured Claim that was duly filed with the Monitor by the Claims Bar Date shall be permitted to file a statement of claim in respect thereof to the extent necessary solely for the purpose of preserving such claimant’s ability to pursue such Insured Claim against an insurer in respect of an Insurance Policy in the manner authorized pursuant to Section 3.8(c).

ARTICLE 8 COURT SANCTION

8.1 Application for Sanction Order

If the Required Majority approves the Plan, the Applicant shall apply for the Sanction Order on or before the date set for the hearing of the Sanction Order or such later date as the Court may set, unless the Plan is revoked or withdrawn in accordance with Section 10.5.

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8.2 Sanction Order

The Applicant shall seek a Sanction Order that, among other things:

(a) declares that the Meeting was duly called and held in accordance with the Meeting Order;

(b) declares that (i) the Plan has been approved by the Required Majority in conformity with the CCAA; (ii) the activities of the Applicant have been in reasonable compliance with the provisions of the CCAA and the Orders of the Court made in this CCAA Proceeding in all respects; (iii) the Court is satisfied that the Applicant has not done or purported to do anything that is not authorized by the CCAA; and (iv) the Plan and the transactions contemplated thereby are fair and reasonable;

(c) declares that as of the Effective Time, the Plan and all associated steps, compromises, transactions, arrangements, releases and reorganizations effected thereby are approved pursuant to Section 6 of the CCAA, binding and effective as herein set out upon and with respect to the Applicant, all Affected Creditors, the Directors and Officers, any Person with a Director/Officer Claim, the Released Parties and all other Persons named or referred to in or subject to the Plan and their respective heirs, executors, administrators and other legal representatives, successors and assigns;

(d) declares that the steps to be taken and the compromises and releases to be effective on the Plan Implementation Date are deemed to occur and be effected in the sequential order contemplated by Section 5.3 on the Plan Implementation Date, beginning at the Effective Time;

(e) declares that the releases effected by this Plan shall be approved and declared to be binding and effective as of the Plan Implementation Date upon all Affected Creditors and all other Persons affected by this Plan and shall enure to the benefit of such Persons;

(f) declares that, except as provided in the Plan, all obligations, agreements or leases to which the Applicant is a party on the Plan Implementation Date shall be and remain in full force and effect, unamended, as at the Plan Implementation Date and no party to any such obligation or agreement shall on or following the Plan Implementation Date, accelerate, terminate, refuse to renew, rescind, refuse to perform or otherwise disclaim or resiliate its obligations thereunder, or enforce or exercise (or purport to enforce or exercise) any right or remedy under or in respect of any such obligation or agreement, by reason:

(i) of any event which occurred prior to, and is not continuing after, the Plan Implementation Date, or which is or continues to be suspended or waived under the Plan, which would have entitled such party to enforce those rights or remedies;

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(ii) that the Applicant has sought or obtained relief or has taken steps as part of the Plan or under the CCAA;

(iii) of any default or event of default arising as a result of the financial condition or insolvency of the Applicant;

(iv) of the effect upon the Applicant of the completion of any of the transactions contemplated by the Plan; or

(v) of any compromises, settlements, or steps effected pursuant to the Plan,

and declares that no Person shall discontinue, fail to honour, alter, interfere with, repudiate, terminate or cease to perform any non-competition agreement or obligation, provided that such agreement shall terminate or expire in accordance with the terms thereof or as otherwise agreed by the Applicant and the applicable Persons;

(g) authorizes the Monitor to perform its functions and fulfil its obligations under the Plan to facilitate the implementation of the Plan;

(h) subject to payment of any amounts secured thereby, declares that each of the Charges shall be terminated, discharged and released upon a filing by the Monitor of a certificate confirming the termination of the CCAA Proceeding;

(i) declares that the Applicant and the Monitor may apply to the Court for advice and direction in respect of any matters arising from or under the Plan; and

(j) such other relief which the Applicant or the Monitor may request.

ARTICLE 9 CONDITIONS PRECEDENT AND IMPLEMENTATION

9.1 Conditions Precedent to Implementation of the Plan

The implementation of the Plan shall be conditional upon satisfaction of the following conditions prior to or at the Effective Time, each of which is for the benefit of the Applicant and may be waived only by the Applicant:

(a) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Plan that restrains, impedes or prohibits (or if granted could reasonably be expected to restrain, impede or inhibit) the Plan or any part thereof or requires or purports to require a variation of the Plan;

(b) the Plan shall have been approved by the Required Majority;

- 27 -

(c) all orders made and judgments rendered by any competent court of law, and all rulings and decrees of any competent regulatory body, agent or official in relation to the CCAA Proceeding or the Plan shall be satisfactory to the Applicant and, without limiting the generality of the foregoing, the Sanction Order shall have been made on terms acceptable to the Applicant, and it shall have become a Final Order;

(d) Red Label or Holdco shall have entered into the Funding Agreement with the Applicant;

(e) the Applicant shall have obtained the Approval and Vesting Order, which shall have been made on terms acceptable to the Applicant and shall have become a Final Order;

(f) all material agreements, consents and other documents relating to the Plan shall be in form and in content satisfactory to the Applicant;

(g) all Material filings under Applicable Laws shall have been made and any regulatory or IATA consents or approvals that are required or desirable (in the Applicant’s discretion) in connection with the Plan shall have been obtained and, in the case of waiting or suspensory periods, such waiting or suspensory periods shall have expired or been terminated;

(h) all fees and expenses owing to the beneficiaries of the Charges as of the Plan Implementation Date shall have been paid, and the Applicant, in consultation with the Monitor, shall be satisfied that adequate provision has been made for any fees and expenses due or that may become due to the beneficiaries of the Charges from and after the Plan Implementation Date.

9.2 Monitor’s Certificate

Upon delivery of written notice from the Applicant of the satisfaction or waiver of the conditions set out in Section 9.1, the Monitor shall forthwith deliver to the Applicant a certificate stating that the Plan Implementation Date has occurred and that the Plan is effective in accordance with its terms and the terms of the Sanction Order. As soon as practicable following the Plan Implementation Date, the Monitor shall file such certificate with the Court.

ARTICLE 10 GENERAL

10.1 Binding Effect

The Plan will become effective on the Plan Implementation Date. On the Plan Implementation Date:

(a) the treatment of Affected Claims and Released Claims under the Plan shall be final and binding for all purposes and shall be binding upon and enure to the benefit of the Applicant, all Affected Creditors, any Person having a Released Claim and all other Persons directly or indirectly named or referred to in or

- 28 -

subject to the Plan and their respective heirs, executors, administrators and other legal representatives, successors and assigns;

(b) all Affected Claims shall be forever discharged and released, excepting only (i) the right of Affected Creditors with Disputed Distribution Claims to continue pursuing such Disputed Distribution Claims in accordance with the Claims Procedure Order and the Plan; and (ii) the obligation of the Applicant to make payments in respected of Affected Claims in the manner and to the extent provided for in the Plan;

(c) all Released Claims shall be forever discharged and released;

(d) each Affected Creditor and each Person holding a Released Claim shall be deemed to have consented and agreed to all of the provisions of the Plan, in its entirety; and

(e) each Affected Creditor and each Person holding a Released Claim shall be deemed to have executed and delivered to the Applicant and to the Released Parties, as applicable, all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out the Plan in its entirety.

10.2 Waiver of Defaults

From and after the Plan Implementation Date, all Persons shall be deemed to have waived any and all defaults of the Applicant then existing or previously committed by the Applicant, or caused by the Applicant, any of the provisions in the Plan or steps or transactions contemplated in the Plan, or any non-compliance with any covenant, warranty, representation, term, provision, condition or obligation, expressed or implied, in any contract, instrument, credit document, indenture, note, lease, guarantee, agreement for sale or other agreement, written or oral, and any and all amendments or supplements thereto, existing between such Person and the Applicant, and any and all notices of default and demands for payment or any step or proceeding taken or commenced in connection therewith shall be deemed to have been rescinded and of no further force or effect, provided that nothing shall be deemed to excuse the Applicant from performing its obligations under the Plan or be a waiver of defaults by the Applicant under the Plan and the related documents.

10.3 Claims Bar Date

Nothing in this Plan extends or shall be interpreted as extending or amending the Claims Bar Date or the Restructuring Period Claims Bar Date or gives or shall be interpreted as giving any rights to any Person in respect of Affected Claims that have been barred or extinguished pursuant to the Claims Procedure Order.

10.4 Deeming Provisions

In the Plan, the deeming provisions are not rebuttable and are conclusive and irrevocable.

- 29 -

10.5 Non-Consummation

The Applicant reserves the right to revoke or withdraw the Plan at any time prior to the Plan Implementation Date. If the Applicant revokes or withdraws the Plan, or if the Sanction Order is not issued or if the Plan Implementation Date does not occur, (a) the Plan shall be null and void in all respects, (b) any settlement or compromise embodied in the Plan and any document or agreement executed pursuant to the Plan shall be deemed null and void, and (c) nothing contained in the Plan, and no acts taken in preparation for consummation of the Plan, shall (i) constitute or be deemed to constitute a waiver or release of any Claims by or against the Applicant or any other Person; (ii) prejudice in any manner the rights of the Applicant or any other Person in any further proceedings involving the Applicant; or (iii) constitute an admission of any sort by the Applicant or any other Person.

10.6 Modification of the Plan

(a) The Applicant reserves the right, at any time and from time to time, to amend, restate, modify and/or supplement the Plan, provided that any such amendment, restatement, modification or supplement must be contained in a written document which is filed with the Court and (i) if made prior to or at the Meeting, communicated to the Affected Creditors prior to or at the Meeting; and (ii) if made following the Meeting, approved by the Court following notice to the Affected Creditors.

(b) Notwithstanding Section 10.6(a), any amendment, restatement, modification or supplement may be made by the Applicant with the consent of the Monitor, without further Court Order or approval, provided that it concerns a matter which, in the opinion of the Applicant, acting reasonably, is of an administrative nature required to better give effect to the implementation of the Plan and the Sanction Order or to cure any errors, omissions or ambiguities and is not materially adverse to the financial or economic interests of the Affected Creditors.

(c) Any amended, restated, modified or supplementary plan or plans of compromise or arrangement filed with the Court and, if required by this Section, approved by the Court, shall, for all purposes, be and be deemed to constitute the Plan.

(d) Subject to the terms herein, in the event that this Plan is amended, the Monitor shall post such amended Plan on the Monitor’s Website and such posting shall constitute adequate notice of such amendment.

10.7 Paramountcy

From and after the Effective Time on the Plan Implementation Date, any conflict between:

(a) the Plan or any Order in the CCAA Proceeding; and

(b) the covenants, warranties, representations, terms, conditions, provisions or obligations, expressed or implied, of any contract, mortgage, security agreement, indenture, trust indenture, note, loan agreement, commitment letter, agreement for sale, lease or other agreement, written or oral and any and all amendments or

- 30 -

supplements thereto existing between one or more of the Affected Creditors and the Applicant as at the Plan Implementation Date or the articles or bylaws of the Applicant at the Plan Implementation Date;

will be deemed to be governed by the terms, conditions and provisions of the Plan and the applicable Order, which shall take precedence and priority, provided that any settlement agreement executed by the Applicant and any Person asserting a Claim or a Director/Officer Claim that was entered into from and after the Filing Date shall be read and interpreted in a manner that assumes such settlement agreement is intended to operate congruously with, and not in conflict with, the Plan.

10.8 Severability of Plan Provisions

If, prior to the date of the Sanction Order, any term or provision of the Plan is held by the Court to be invalid, void or unenforceable, the Court, at the request of the Applicant, shall have the power to either (a) sever such term or provision from the balance of the Plan and provide the Applicant with the option to proceed with the implementation of the balance of the Plan as of and with effect from the Plan Implementation Date, or (b) alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, and provided that the Applicant proceeds with the implementation of the Plan, the remainder of the terms and provisions of the Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretation.

10.9 Reviewable Transactions

Section 36.1 of the CCAA, Sections 38 and 95 to 101 of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended and any other federal or provincial law relating to preferences, fraudulent conveyances or transfers at undervalue, shall not apply to this Plan or to any payments made in connection with transactions entered into by the Applicant, whether before or after the Filing Date, including to any and all of the payments and transactions contemplated by and to be implemented pursuant to this Plan.

10.10 Responsibilities of the Monitor

KPMG Inc. is acting in its capacity as Monitor in the CCAA Proceeding with respect to the Applicant, the CCAA Proceeding and this Plan and not in its personal or corporate capacity, and will not be responsible or liable for any obligations of the Applicant under the Plan or otherwise.

10.11 Different Capacities

Persons who are affected by the Plan may be affected in more than one capacity. Unless expressly provided to the contrary herein, a Person will be entitled to participate hereunder in each such capacity. Any action taken by a Person in one capacity will not affect such Person in

- 31 -

any other capacity, unless expressly agreed by the Applicant and the Person in writing or unless its Claims overlap or are otherwise duplicative.

10.12 Notices

Any notice or other communication to be delivered hereunder must be in writing and reference the Plan and may, subject to as hereinafter provided, be made or given by personal delivery, ordinary mail or by facsimile or email addressed to the respective parties as follows:

If to the Applicant:

TravelBrands Inc. 5450 Explorer Dr. Suite 300 Mississauga, ON L4W 5N1 Attention: Frank DeMarinis Fax: 905-283-6040 Email frank.demarinis@travelbrands.com,

with a copy to:

Osler, Hoskin & Harcourt LLP 100 King Street West Suite 6300 Toronto, Ontario M5X 1B8

Attention: Marc Wasserman / Michael De Lellis Fax: 416-862-6666 Email: mwasserman@osler.com / mdelellis@osler.com,

If to the Monitor:

KPMG Inc. Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5 Attention: Philip J. Reynolds / Anamika Gadia Fax: 416-777-8818 Email: TBcreditorinquiries@kpmg.ca

with a copy to:

Stikeman Elliott LLP 5300 Commerce Court West

- 32 -

199 Bay Street Toronto, ON M5L 1B9 Attention: Ashley Taylor

Fax: 416-947-0866 Email: ataylor@stikeman.com

If to an Affected Creditor, to the mailing address, facsimile address or email address provided on such Affected Creditor's Notice of Claim or Proof of Claim;

or to such other address as any party may from time to time notify the others in accordance with this Section. Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of faxing or sending by other means of recorded electronic communication, provided that such day in either event is a Business Day and the communication is so delivered, faxed or sent before 5:00 p.m. (Toronto time) on such day; otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day.

If, during any period during which notices or other communications are being given pursuant to this Plan, a postal strike or postal work stoppage of general application should occur, such notices or other communications sent by ordinary mail and then not received shall not, absent further Order of the Court, be effective and notices and other communications given hereunder during the course of any such postal strike or work stoppage of general application shall only be effective if given by courier, personal delivery or electronic or digital transmission in accordance with this Order.

10.13 Further Assurances

Each of the Persons directly or indirectly named or referred to in, or subject to, this Plan will execute and deliver all such documents and instruments and do all such acts and things as may be necessary or desirable to carry out the full intent and meaning of the Plan and to give effect to the transactions contemplated herein.

DATED as of the 8th day of January, 2016.

 

 

 

 

 

 

 

 

Appendix B  

 

 

 

 

 

 

 

Court File No. CV-15-10980-00CL

ONTARIOSUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT,R.S.C. 1985, c. C-36, AS AMENDED

AND

IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OFTRAVELBRANDS INC.

SECOND AMENDED AND RESTATED PLAN OFCOMPROMISE OR ARRANGEMENT

pursuant to the Companies’ Creditors Arrangement Actconcerning, affecting and involving

TRAVELBRANDS INC.

LEGAL_1:36185940.1336185940.14

October 30, 2015

January 8, 2016

LEGAL_1:36185940.1336185940.14

SECOND AMENDED AND RESTATED PLAN OF

COMPROMISE OR ARRANGEMENT

WHEREAS TravelBrands Inc. (the “Applicant”) is insolvent;

AND WHEREAS the Applicant obtained an order of the Honourable Justice Newbould of theOntario Superior Court of Justice (the “Court”) under the Companies’ Creditors ArrangementAct, R.S.C. 1985, c. C-36, as amended (the “CCAA”) dated May 27, 2015 (the “Filing Date”)(as amended on June 24, 2015 and as may be further amended, restated or varied from time totime, the “Initial Order”) that, among other things, appointed KPMG Inc. as Monitor (the“Monitor”) of the Applicant and permitted the Applicant to file with the Court one or more plansof compromise or arrangement;

AND WHEREAS it is the intention of the Applicant to present a plan of compromise orarrangement under the CCAA;

AND WHEREAS the Applicant filed a plan of compromise or arrangement dated September 21,2015 pursuant to the Initial Order (the “Original Plan”);

AND WHEREAS the Applicant has entered into an asset purchase agreement (the “HoldcoAPA”) with 2224855 Ontario Inc. (“Holdco”), which provides for the purchase by Holdco ofcertain of the Applicant’s leaseholds and depreciable assets (the “Purchased Assets”) by way ofa credit against the obligations owing under the Intercompany Note (as defined below) equal tothe undepreciated cost amount of such depreciable assets as at May 1, 2015;

AND WHEREAS the Holdco APA includes a condition (the “APA Condition”) that requiresthe Applicant to obtain the Approval and Vesting Order (as defined below);

AND WHEREAS the Applicant has made certain amendments to the Original Plan for thepurpose of facilitating the satisfaction of the APA Condition and to delay the First EntitlementDate (as defined below);

AND WHEREAS the Applicant will forthwith seek the Court’s approval of a credit bid byHoldco for substantially all of the assets of the Applicant if this second amended and restatedplan of compromise or arrangement (the “Plan”) is not accepted by the Required Majority (asdefined below) or if the Applicant determines that the Plan may not be accepted by the RequiredMajority or is otherwise unlikely to succeed for any reason whatsoever;

AND WHEREAS this Plan will facilitate the continuation of the business of the Applicant as agoing concern and provide certain recoveries to stakeholders;

NOW THEREFORE the Applicant hereby proposes and presents this Plan to the AffectedCreditors (as defined below) under and pursuant to the CCAA:

- 6 -

LEGAL_1:36185940.1336185940.14

“Effective Time” means 12:01 a.m. (Toronto time) on the Plan Implementation Date or suchother time on such date as the Applicant may determine.

“Employee Priority Claims” means the following Claims of Employees and former employeesof the Applicant:

(a) Claims equal to the amounts that such Employees and former employees wouldhave been entitled to receive under paragraph 136(l)(d) of the Bankruptcy andInsolvency Act (Canada) if the applicable Applicant had become bankrupt on theFiling Date; and

(b) Claims for wages, salaries, commissions or compensation for services rendered bysuch Employees and former employees after the Filing Date and on or before thePlan Implementation Date together with, in the case of travelling salespersons,disbursements properly incurred by them in and about the Applicant’s businessduring the same period.

“Employees” means any and all (a) employees of the Applicant who are actively at work(including full-time, part-time or temporary employees) and (b) employees of the Applicant whoare on approved leaves of absence (including maternity leave, parental leave, short-termdisability leave, workers’ compensation and other statutory leaves), and who have not tenderednotices of resignation as of the Filing Date, in each case.

“Encumbrance” means any charge, mortgage, lien, pledge, claim, restriction, hypothec, adverseinterest, security interest or other encumbrance whether created or arising by agreement, statuteor otherwise at law, attaching to property, interests or rights and shall be construed in the widestpossible terms and principles known under the law applicable to such property, interests or rightsand whether or not they constitute specific or floating charges as those terms are understoodunder the laws of the Province of Ontario.

“Equity Claim” means a Claim that meets the definition of “equity claim” in Section 2(1) of theCCAA.

“Filing Date” means May 27, 2015.

“Final Order” means any order, ruling or judgment of the Court, or any other court of competentjurisdiction, (i) that is in full force and effect; (ii) that has not been reversed, modified or vacatedand is not subject to any stay and (iii) in respect of which all applicable appeal periods haveexpired and any appeals therefrom have been finally disposed of, leaving such order, ruling orjudgment wholly operable.

“First Entitlement Date” means the earlier of a date determined by the Applicant, in its solediscretion, and January 31,February 29, 2016.

“Funding Agreement” means a funding agreement between Red Label or Holdco and theApplicant whereby Red Label or Holdco, as applicable will agree to fund, on a revolving basisuntil December 31, 2016, up to a maximum of $6 million, the Applicant’s necessary operating

- 32 -

LEGAL_1:36185940.1336185940.14

199 Bay StreetToronto, ON M5L 1B9

Attention: Ashley TaylorFax: 416-947-0866Email: ataylor@stikeman.com

If to an Affected Creditor, to the mailing address, facsimile address or email addressprovided on such Affected Creditor's Notice of Claim or Proof of Claim;

or to such other address as any party may from time to time notify the others in accordance withthis Section. Any such communication so given or made shall be deemed to have been given ormade and to have been received on the day of delivery if delivered, or on the day of faxing orsending by other means of recorded electronic communication, provided that such day in eitherevent is a Business Day and the communication is so delivered, faxed or sent before 5:00 p.m.(Toronto time) on such day; otherwise, such communication shall be deemed to have been givenand made and to have been received on the next following Business Day.

If, during any period during which notices or other communications are being given pursuant tothis Plan, a postal strike or postal work stoppage of general application should occur, suchnotices or other communications sent by ordinary mail and then not received shall not, absentfurther Order of the Court, be effective and notices and other communications given hereunderduring the course of any such postal strike or work stoppage of general application shall only beeffective if given by courier, personal delivery or electronic or digital transmission in accordancewith this Order.

Further Assurances10.13

Each of the Persons directly or indirectly named or referred to in, or subject to, this Plan willexecute and deliver all such documents and instruments and do all such acts and things as may benecessary or desirable to carry out the full intent and meaning of the Plan and to give effect to thetransactions contemplated herein.

DATED as of the 308th day of October, 2015.January, 2016.

 

 

 

 

 

 

 

 

Appendix C  

 

 

 

 

 

 

 

FUNDING AGREEMENT

This Funding Agreement is dated as of January 12,2076'

\ilHEREAS 2224855 Ontario Inc. (the "Lender") has agreed to provide funding in order to

fund certain obligations of TravelBrands Inc. (the "Borrorver") in accordance with the terms set

out herein.

AND WHEREAS Red Label Vacations Inc. ("Red Label") has agreed to guarantee the

obligations of the Lender to provide the Advances (as defined below) to the Borrower pursuant

to this Agreement.

NOW, THEREFORE, in consideration of the premises contained herein and for other good and

valuable consideration, the receipt and suffrciency of which are hereby acknowledged, the

Lender, the Borrower and Red Label hereby agree to the following terms:

Advances: Subject to the limitations set out herein, the Lender agrees to fund,

on a revolving basis until December 31 ,2016, up to a maximum ofCDN$6 million (the "Advances"), which Advances shall not include

any normal course intercompany transactions between the Borrowerand the Lender and/or Red Label or any funding previously providedby the Lender and/or Red Label to the Borrower. Such funding shall

be exclusively for (i) the Botrower's necessary operating and other

expenses incurred in a manner that is consistent with past practices;

or (ii) payments to be made by the Borrower pursuant to and inaccordance with the Borrower's plan of compromise or arrangement

dated September 2I,2015, as it may be amended, supplemented orrestated from time to time in accordance with the terms thereof (the

"Plan") (the "Purpose").

The Lender may provide Advances to the Borrower in any of the

following ways, from time to time and upon the Borrower's request:

1 . the incurrence of expenses on behalf of the Bomower; and

2. the advance of cash directly to the Borrower.

No Advances shall be made after December 31 ,2076

Guarantee Red Label unconditionally and irrevocably guarantees to the

Borrower the due and punctual payment, performance and fulfilmentof the Lender's obligation to make Advances pursuant to this

Agreement.

Conditions Precedent: At the time of any Advance, the Lender's obligation to make an

Advance pursuant to this Agreement shall be subject to the

following (each a "Condition Precedent"):

LEGAL l:37910656 2

l. the Borrower shall have duly authorized, executed and delivered

1-L

'Waiver:

to the Lender this Agreement and the GSA (as def,rned below);

2. the Lender shall be satisf,red that there are no liens, mortgages,

deemed trusts, charges, encumbrances, hypothecs or security

interests (collectively, "Encumbrances") ranking ahead of the

GSA, other than the Permitted Encumbrances (as defined

below), provided that Encumbrances shall not include

encumbrances created as a result of actions taken by the

Borrower, Holdco or Red Label to intentionally trigger thisCondition Precedent;

3. the Plan shall have been approved by an Order (the "SanctionOrder") of the Ontario Superior Court of Justice (Commercial

List) (the "Court");

4. the Sanction Order shall be in full force and effect and not have

been reversed, modified or vacated and not subject to any stay,

and all applicable appeal periods in respect of the Sanction Order

shall have expired and any appeals therefrom shall have been

finally disposed of, leaving the Sanction Order wholly operable;

5. the Plan shall have been implemented and become effective inaccordance with the terms therein;

6. the Commitment Agreement between the Borrower and Red

Label dated }l4ay 26,2015 shall have been terminated;

7. following the termination of the Borrower's proceedings under

the Companies' Creditors Arrangement Act (the "CCAA"), the

Borrower shall not have made a general assignment for the

benef,rt of its creditors, have been declared or become bankrupt

under the Bankruptcy and Insolvency Act (the "BIA"), filed aproposal or notice of intention to make a proposal under the

BIA, or made a hling or commenced a proceeding (or if a filingis made or proceeding commenced with respect to the Borrower)pursuant to the CCAA or any other present or future law of anyjurisdiction relative to bankruptcy or insolvency; and

8. the Lender shall be satisfied that no Material Adverse Change

(as defined herein) has occured after the date of this Agreement'

The Lender may, in its sole discretion, waive compliance with any

Condition Precedent, in whole or in part (with or without tetms orconditions), without prejudice to its right aT any time to assert such

Condition Precedent in respect of the making of any Advance, and

without prejudice to its rights to recover damages for any breach ofany provision contained in this Agreement, the GSA or any other

document granted pursuant to this Agreement.

LEC^L I :179 I 0656 2

Repayment:

Interest:

Material Adverse Change

J-

The Borrower may repay Advances made pursuant to this

Agreement at any time and from time to time without notice, bonus

or penalty. Any repayments may be re-advanced by the Lender inaccordance with the terms herein. All Advances must be fully repaid

by December 31, 2016 (the "Maturity Date"). The Lender may, inits sole discretion, waive or extend the Maturity Date, withoutprejudice to its rights to recover damages for any breach of any

provision contained in this Agreement, the GSA or any other

document granted pursuant to this Agreement,

Advances shall be interest free.

"Material Adverse Change" means:

1. any change, development, effect, event, circumstance, fact or

occurrence that individually or in the aggregate with other such

changes, developments, effects, events, circumstances, facts or

occurrences results in or would reasonably be expected to result

in:

(a) an unfavourable variance in the Borrower's actual

cumulative revenue by a margin of more than l5Yo

relative to the Borrower's cumulative forecast

revenue set out in the Borrower's financial forecastdated September 24,2015 (the "Forecast");

(b) an unfavourable variance in the Borrower's actual

cumulative total expenses by a margin of more than75o/o relative to the Botrower's cumulative forecasttotal expenses set out in the Forecast; and

(c) a cumulative cash outflow or cumulative cash

shortfall of over $6 million that was not contemplatedin the Forecast, provided that such outflow orshortfall was not caused by timing differences and is

separate and apart from the variances referred to insubparagraphs (a) above;

2. a change in industry-wide conditions or general economlc

conditions affecting the industry in which the Borrower'sbusiness is carried on that is or would reasonably be expected to

be material and adverse to the business, condition (financial or

otherwise), properties, assets (tangible or intangible), liabilities(including any contingent liabilities), operations or results ofoperations of the Borrower; and

3. an event or cause beyond the reasonable control of the Borrower,including but not limited to war, interference by civil or militaryauthorities, terrorism, epidemic, local or international

LECAL l::17910656 2

4

emergency, earthquake, flood or act of God that is or wouldreasonably be expected to be material and adverse to the

business, condition (financial or otherwise), properties, assets

(tangible or intangible), liabilities (including any contingentliabilities), operations or results of operations of the Borrower,

provided however that a Material Adverse Change shall not have

occurred as a result of actions taken by the Borrower, the Lender orRed Label to intentionally cause a Material Adverse Change.

Security: All Advances shall be secured by the following:

4. a general security agreement (the "GSA"), in form and substance

satisfactory to the Lender, acting reasonably, granting a securityinterest in all of the present and future assets, property and

undertaking of the Bortowet, which shall rank in priority to any

interests of all other creditors, interest holders, lien holders and

claimants of any kind whatsoever, subject only to (i) the Court-

ordered administration charge to secure payment of certainprofessional fees and disbursements in the amount of $1 million,(iÐ the Courl-ordered charge securing payment of certain

indemnification amounts owing by the Borrower to its directorsand officers in a principal amount of $4.3 million, and (iii) any

validly perfected security interest held by the Bank of Montreal,Element Fleet Management Inc., Red Label and the Lender (the

"Permitted Encumbrances"); and

5. such additional security documentation as the Lender may

require, in form and substance satisfactory to the Lender, actingreasonably.

Documentation 6. all Advances shall be evidenced by a promissory note equal to

each Advance made pursuant to this Agreement, substantially inthe form of Exhibit "A", attached hereto; and

7. all Advances shall be recorded in the Lender's intercompanyaccount.

Limitation: No Advance or portion thereof shall be used for any purpose other

than the Purpose.

The Lender shall have all the authority of a secured parly under the

Personal Property Semrity Act (OnLario).

This Agreement shall be governed by the laws of the Province ofOntario and the federal laws of Canada applicable therein.

Remedies:

Governing Law:

Further Assurances: The Borrower agrees to do all things and execute all documents

LEGAL I :l?9 I 0656 2

5

Counterparts

reasonably necessary to give effect to this Agreement.

This Agreement may be executed in counterparts each of whichshall be deemed to be an original. Facsimile or pdf signatures shallbe accepted as binding.

LEGAL l:37910656 2

-6-

TRAVELBRANDS INC.

zi ã¡r7, ãêtat4fTitle: tPÉeTaQ-

2224855 ONTARTO

By:

Title:

RED LABEL VACA INC.

By:

Title: 2Qtít

: ¿ãtt Z¿ Qtzree¿arúl-

/d¿,€.dc)¿4

*tJ

N

LECAL ì:J7910óSd 2

-7 -

EXHIBIT (A''

TERM PROMISSORY NOTE

CDN$O TORONTO, ONTARTO

DATE:.

1. Promise to Pay

FOR VALUE RECEIVED the undersigned (the "Borrower") unconditionally promises to payto 2224855 Ontario Inc. (the "Lender"), its successors and assigns, or to its order, at its officesat" 5450 Explorer Dr., Suite 300, Mississauga,'ON (or at such other address as the Lender shallnotify the Borower), in lawfirl money of Canada, the amount of [o¡ ($o) (the (rPrincipal

Amount") on or prior to December 37,2076, or such later date as the Lender may choose in itssole discretion (the "Maturity Date").

2. No Interest

The Principal Amount outstanding at any time, and from time to time, shall not bear interest.

3. Prepayment of the Príncipal Amount

Prior to the Maturity Date, the Bonower shall be entitled to prepay all or any portion of thePrincipal Amount outstanding without notice, bonus or penalty.

4. 'Waiver by the Borrower

The Borrower waives presentrnent for payment, notice of non-payment, notice of dishonour andnotice of protest of this Note and waives any defences based upon indulgences which may begranted by the Lender to any party liable hereon. The Borrower also waives the right to assert inany action or proceeding with regard to this Note any set-offs or counterclaims which theBonower may have.

5. No Waiver by the Lender

Neither the extension of time for making arry payment which is due and payable under this Noteat any time or times, nor the failure, delay, or omission of the Lender to exercise or enforce anyof its rights or remedies under this Note, shall constitute a waiver by the Lender of its right toenforce any such rights and remedies subsequently. The single or partial exercise of any suchright or remedy shall not preclude the Lender's further exercise of such right or remedy or anyother right or remedy.

LEGAI_l:179'10656.2

-8-

6. Costs

The Bonower shall pay all costs and expenses (including the fees and disbursements of legalcounsel and other advisers) incuned by the Lender in connection with the enforcement of the

obligations of the Borrower rrnder this Note.

7. Governing Larv and Successors

This Note is made under and shall be governed by and construed in accordance with the laws ofthe Province of Ontario and the federal laws of Canada applicable in the Province of Ontario,and shall enure to the benefit ofthe Lender and its successors and assigns, and shall be bindingon the Borrower and its successors and permitted assigns.

TRAVELBRANDS INC.

By:

Name:

Title:

For and on behalfofTravelBrands Inc.

LEGAL l;i79¡06562

 

 

 

 

 

 

 

 

Appendix D  

 

 

 

 

 

 

 

Court File No. CV-15-10980-00CL

ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF TRAVELBRANDS INC.

AFFIDAVIT OF PHILIP JOSEPH REYNOLDS SWORN JANUARY 12, 2016

I, PHILIP JOSEPH REYNOLDS, of the City of Toronto, in the Province of Ontario,

MAKE OATH AND SAY:

1. I am a Senior Vice President of KPMG Inc. ("KPMG"), in its capacity as the Court-

appointed Monitor (as hereafter defined) of TravelBrands Inc. ("TravelBrands" or the

"Company") and, as such, I have knowledge of the matters to which I hereinafter depose.

2. On May 27, 2015, TravelBrands obtained protection from its creditors under the

Companies' Creditors Arrangement Act, R.S.C. 1985, c. C -36, as amended (the "CCAA")

pursuant to the initial order granted by the Honourable Justice Newbould (the "Initial Order").

Pursuant to the Initial Order, KPMG was appointed as monitor (the "Monitor") of TravelBrands.

The proceedings commenced by TravelBrands under the CCAA will be referred to herein as the

"CCAA Pro cee dings".

3. This affidavit is made in support of a motion for, inter alia, the approval of the fees

and disbursements of KPMG for the period from May 27, 2015 to December 31, 2015. During the

period from May 27, 2015 to December 31, 2015, KPMG Inc. docketed 2,363.7 hours in respect

of the CCAA Proceedings, amounting to legal fees in the amount of $985,693.00 and

disbursements and other charges in the amount of $33,959.00 plus Harmonized Sales Tax ("HST")

of $132,554.76. Attached and marked collectively as Exhibit "A" to this Affidavit are copies of

1

.211° PHILIP J. 9 YNOLDS

the accounts rendered by KPMG Inc. to the Company in connection with the CCAA Proceedings

from May 27, 2015 to December 31, 2015, in the total amount of $1,152,206.76, which have been

redacted to remove confidential information and KPMG's banking coordinates.

4. Attached hereto as Exhibit "B" is a schedule summarizing each invoice in Exhibit

"A", the fees, disbursements, HST and total fees charged for each invoice.

5. Attached hereto as Exhibit "C" is a schedule summarizing the billing rates and

total amounts billed with respect to each member of KPMG that rendered services in the CCAA

Proceedings from May 27, 2015 to December 31, 2015.

6. To the best of my knowledge, the rates charged by KPMG throughout the course

of the CCAA Proceedings are comparable to the rates charged by other firms in the Toronto market

for the provision of similar restructuring services. The hours spent on this matter involved the

monitoring of the business and financial affairs of TravelBrands and dealing with a number of

CCAA-related issues (as more particularly described in the Monitor's reports) and I believe that

the total hours incurred by KPMG were reasonable and appropriate in the circumstances.

7. Additional professional time will be required to complete the CCAA Proceedings.

The additional fees and disbursements of KPMG to complete its obligations as Monitor until the

date of its discharge and the completion of the CCAA Proceedings are estimated to be up to

$75,000.

8. KPMG requests that the Court approve its accounts for the period of May 27, 2015

to December 31, 2015 and its estimate of fees to the completion of the CCAA Proceedings.

SWORN BEFORE ME at the City of

Toronto, in the Province of Ontario,

on January 12, 2016.

IL Commission f Taking Affidavits

Asya Rzhevsky, a Coninissioner, etc., Province of Ontario, for KPMG 111C., Trustee in Bankruptcy Expires June% 2017

/

THIS IS Exmarr REFERRED TO IN THE AFFIDAVIT OF"."..""*'

as-eJ -er ects SWORN BEFORE THIS /o7,- 744—

DAY OF ii-ezaity ,20

Exhibit A

KPMG Inc.

Suite 4600 Bay Adelaide Centre 333 Bay Street Toronto, ON M5H 2S5

Payment Address: KPMG LLP, T4348 P.O. Box 4348, Station A Toronto, ON M5W 7A6

July 08, 2015

TravelBrands Inc. 5450 Explorer Drive Mississauga, ON L4W 5N1 Attn: Frank DeMarinis

Invoice

Reference

Client

Contact

Telephone

Email

: 8000733716

: 2000396062

: 1001807052

: Anamika Gadia

: (416) 777-3842

: agadia@kpmg.ca

For professional services rendered for the period May 27, 2015 to June 30, 2015, in connection with our appointment as Monitor of TravelBrands inc., pursuant to a Court Order dated May 27, 2015.

Our Fee Disbursements

$ 301,130.00 CAD 1,175.00

302,305.00 CAD

HST

Amount Due

Payment is due upon receipt

5c •

Invoice No: 8000733716 Reference: 2000396062 Client: 1001807052

39,299.65

$ 341,604.65 CAD

Amount: $ 341,604.65 CAD

KPMG LLP is a Canadian limited liability partnership and member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. KPMG Canada provides services to KPMG LLP.

Page 1 of 1

Professional Fees Summary For period: May il. to June 301015

ame Position Rate Hours Total Fees

Philip Reynolds Partner $700 54.8 $38,360 Anamika Gadia Partner $650 107.1 $69,615 Aaron Collier Sr. Manager $525 173.0 $90,825 Robin Lee Santoro Sr. Manager $500 0.2 $100 Michael Levine Manager $375 13.0 $4,875 Diane Lambert Sr. Consultant $300 3.5 $1,050 Marcel Rethore Sr. Consultant $300 254.0 $76,200 Sven Dedic Sr. Consultant $300 7.0 $2,100 James Rockwood Analyst $200 61.5 $12,300 Eric Nguyen Analyst $200 10.0 $2,000 Asya Rzhevsky Technician $150 24.7 $3,705 Total Fees 708.8 $301,130

Expense . Summary For period: May.27,to June 30, 2015

Expense Type Amount

Local Transportation (taxi, car rental, mileage, parking) $730 Meals $445 Total Expense $1,175

TravelBrands Inc. Summary of Activities for the Period May 27 to June 30, 2015

Philip Reynolds Hours

05-27-15 Attendance in Court for CCAA application hearing; attendance at 3.5 Company site regarding immediate post-filing matters.

05-28-15 Attend company offices regarding various post-filing support matters 4.5 (Sears, potential pre-filing claims, other); review proposed Sears arrangements; attend meeting with TravelBrands management and Sears management; review supplier procedures (Monitor's requirements); review various media coverage and other media updates provided by Longview; review endorsement provided by the Honourable Justice Newbould.

05-29-15 Review draft of 75 Eglinton lease disclaimer; arrange execution of 1.5 same; attend professionals update call.

05-31-15 Attend call with TravelBrands management and Osler regarding 0.5 upcoming landlord meeting.

06-01-15 Prepare for and attend meeting at Osler with TravelBrands 1.0 management, Osler, the 75 Eglinton landlord and their counsel, TGF.

06-02-15 Review draft response to BMO regarding letters of credit and foreign 1.0 exchange contract; attend to various emails and telephone calls regarding same; review updated draft correspondence to BMO.

06-05-15

Attend conference call with TravelBrands management, Osler and

3.0 Stikeman regarding stalking horse credit bid and Manulife issue; attend call with Manulife representatives; review draft communication to Manulife and provide comments thereon; further calls regarding Manulife situation; discuss controls over trust accounts with A. Gadia.

Review draft landlord order received from Osler through TGF and

4.0 attend to various email correspondence from Osler and Stikeman regarding same; attend to various conference calls regarding Manulife travel insurance situation and discussions with Osler, Stikeman and Manulife regarding same; review final version of Monitor's correspondence to Manulife with Stikeman; discuss same with Osler; review BMO updated term sheet; discuss updated trust account verification procedures with A. Gadia; review updated Manulife correspondence.

Attend call to discuss proposed BMO term sheet; review email 1.0 correspondence from Gowlings, counsel to BMO, relating to same.

06-03-15

06-04-15

1

Review potential amendments to Initial Order regarding CCAA Charges vis a vis customer trust accounts; review analysis provided by Stikemans regarding same.

Attend call regarding go-forward plan with Sears and company's position on a possible go-forward business arrangement; review initial draft of Stalking Horse Asset Purchase Agreement prepared by Osler; review proposed standstill arrangements with Sears with Osler and Stikeman.

Discussions with B. Kofman of Duff & Phelps regarding Sears expense allocation review process and scope; review same with TravelBrands management; review draft Bidding and updated Stalking Horse Asset Purchase Agreement; review trust account management matters internally regarding foreign exchange contract cash collateral and cash held with suppliers on deposit; review TICO regulation 27(6)(a) in relation to the above.

Discuss status of trust accounts and existing company accounting for same with M. Wasserman; conference call with Osler and Stikeman regarding trust accounts.

06-09-15

06-10-15

06-12-15

06-14-15

1.0

2.5

2.5

1.0

06-15-15 Discussions with Osler, Stikeman and TravelBrands management 1.0 regarding sales process and go-forward strategy.

06-16-15 Attend call with Osler, Stikeman and TravelBrands management 4.5 regarding status of the company's negotiations with Sears; review stay extension motion material (restated initial order and affidavit, draft landlord vesting order, other); review correspondence received from IATA's counsel, McMillan, and discuss same with the company and Osler; review Sears severance calculations and summary chart of mass termination provisions.

06-17-15

06-18-15

Attend meeting with Sears representatives and Travelbrands management regarding proposed go-forward business arrangements; review summary of deal points prepared by P. Hawa; review IATA calculations of bonding requirements and related information; discussion with counsel to IATA and Osler regarding IATA's requirements in order to establish Travelbrands' compliance with IATA regulations.

Meet with J. Demarinis regarding various restructuring matters; attend professionals call regarding current status of Eglinton Ave landlord; review full version of stay extension motion; review draft security opinion provided by Stikeman.

2.5

3.5

2

06-19-15 Attend meeting with TravelBrands management, Osler and Stikeman regarding Stalking Horse Asset Purchase Agreement and sales process; discuss plan to set out Stalking Horse Asset Purchase Agreement in more detail with TravelBrands management; review draft of Monitor's First Report to Court and provide comments thereon; attend status update call with TravelBrands management regarding status of Sears negotiations and next steps.

3.5

06-20-15 Review updated draft of Monitor's First Report to Court and provide 2.5 comments thereon.

06-21-15 Review Stikeman's comments on Monitor's First Report to Court; 1.0 attend to email correspondence regarding same.

06-22-15 Review Osler's comments regarding draft Monitor's First Report to 3.5 Court and discuss same with Stikemans; review updated draft of above report; review correspondence from TGF (counsel to 75 Eglinton Ave landlord); discuss same with Osler and Stikemans; discuss above with TravelBrands management.

06-23-15 Call with TravelBrands management, Osler and Stikeman regarding 0.8 75 Eglinton Ave landlord and other matters.

06-24-15 Review Sears draft Memorandum of Understanding and provide 3.0 comments on same to Osler; attend stay extension hearing and prepared for same; attend call regarding 75 Eglinton Ave landlord, Sears and other matters with TravelBrands management, Stikeman and Osler.

06-25-15 Attend internal call regarding Transat; attend call with TravelBrands 1.0 management, Osler and Stikeman regarding sales process.

06-26-15 Attend call with professionals and TravelBrands management 0.5 regarding 75 Eglinton. Ave landlord.

06-27-15 Attend call regarding 75 Eglinton Ave landlord and other matters. 0.5

Total 54.8

Anamika Gadia Hours

05-27-15 Finalizing pre-filing report; attendance in Court for CCAA 8.7 application hearing; attendance at Company offices regarding immediate post filing issues including communications, supplier and travel agent issues, notice to creditors and creditors listing and cash and disbursement monitoring and discussions with TravelBrands' management regarding same; various discussions with Longview regarding stakeholder communications and review of media

3

monitoring; calls with R. Smart of TICO; calls with Osler regarding Sears, BMO and other issues; discussion with management regarding Sears proposal.

05-28-15

05-29-15

05-31-15

06-01-15

06-02-15

06-03-15

Discussions regarding various supplier issues and requests for payment of pre-filing amounts, review of emails from TravelBrands' employees regarding same; discuss and establish procedures reviewing supplier requests; discussions regarding Sears proposal; correspondence with M. DeLellis; review of media monitoring provided by Longview; review endorsement from Justice Newbould.

Discussions regarding various supplier and travel agent issues and requests for payment of pre-filing amounts; review of emails from TravelBrands' employees and discussions with management regarding same; attend meeting with TravelBrands' management, Osler, BMO and BMO's counsel; discussions with Osler regarding lease disclaimer; review of lease disclaimer and discussions with A. Taylor regarding same; review notice to creditors and newspaper advertisement; calls with T. Saunders and P. Hawa regarding BMO, review media monitoring provided by Longview; attend call with Osler and Stikeman regarding various matters;

Reviewing information for BMO provided by T. Saunders and correspondence regarding same; attend call with TravelBrands' management and Osler; correspondence regarding supplier issues.

Calls with T. Saunders regarding information to be provided to BMO and review of same; review of emails and numerous discussions regarding various supplier issues and discussions with TravelBrands' management regarding same; calls and correspondence with M. DeLellis regarding BMO and other matters; draft correspondence regarding information for BMO; review of draft Sears NDA, review and finalize newspaper advertisement; discussions regarding creditors' mailing.

Attend at Company offices; discussions regarding various supplier issues with TravelBrands' management; discussions regarding cash and disbursement monitoring with T. Saunders and others from TravelBrands; discussions regarding creditors listing; review draft correspondence to BMO prepared by Osler and provide comments thereon; calls with M. DeLellis regarding same; call with TICO' s counsel and calls and correspondence with A. Taylor regarding same; numerous correspondence and calls with M. DeLellis regarding BMO, TICO and other matters; review updated draft correspondence to BMO.

Numerous discussions regarding various supplier issues; attend conference call with TravelBrands' management, Osler and Stikeman regarding stalking horse credit bid and Manulife issue;

4

attend meeting with TICO, TICO's internal and external counsel and Stikeman and subsequent discussions and correspondence with A. Taylor regarding same; draft summary of TICO meeting; call with T. Saunders and P. Hawa regarding TICO information requirements; review and discussion regarding cash flow monitoring.

06-04-15

06-05-15

06-08-15

06-09-15

06-10-15

Review draft landlord order and calls and correspondence regarding same; calls and correspondence with A. Taylor regarding TICO and calls with T. Saunders and P. Hawa regarding same; calls with Osler and Stikeman regarding Manulife issue; review draft press release prepared by Longview and Osler; review and comment on draft correspondence prepared by A. Taylor and calls with Stikeman and Osler regarding same; review BMO term sheet; discussions regarding trust accounts; review of weekly cash flow variance and discussions regarding same.

Review of BMO term sheet and call with T. Saunders regarding same; call with TravelBrands'. management, Osler, Stikemans, BMO and BMO's counsel to discuss draft term sheet; numerous correspondence and calls with M. DeLellis; discussions regarding cash flow monitoring and reporting.

Attend at Company's offices for meeting with TravelBrands' management regarding sales process; review media monitoring from Longiview and correspondence regarding same; call with R. Keifer from BMO; call with Osler and Stikemans regarding email from Sears' counsel; call with L. Bruschetta regarding information for affidavit; discussions regarding Yonge and Eglinton rent and subtenant issues; call with T. Saunders regarding email from Sears' counsel; draft correspondence regarding same; review email from BMO's counsel; numerous correspondence and calls with M. DeLellis; review draft response to Sears' counsel prepared by Osler.

Call with A. Taylor regarding Sears and trust accounts; call with TravelBrands and Osler regarding BMO comments on draft term sheet; discussion regarding Sunwing issue; review draft correspondence regarding same and Stikeman comment; call with A. Taylor regarding credit bid, TICO and other matters; call with TravelBrands and Osler regarding Sears; review of trust account reconciliation and discussions regarding same.

Call with R. Smart and TICO and draft subsequent email regarding same; numerous emails and calls with TravelBrands, Stikemans and Osler regarding TICO; call with TravelBrands and Osler regarding Sears proposal; review draft Sears disclaimer; review emails regarding Sears standstill; review draft asset purchase agreement; discussions regarding cash flow and cash monitoring and review email to TravelBrands' management regarding same; discussions regarding trust accounts with T. Saunders and P. Hawa.

5

06-11-15 Discussions regarding trust accounts and review of TICO 1.0 regulations; calls with T. Saunders and P. Hawa regarding same.

06-12-15 Call with L. Bruschetta regarding draft affidavit; emails regarding 3.2 rent and landlord consent order; discussions and emails regarding trust accounts and TICO, calls and correspondence with M. DeLellis; calls and correspondence with A. Taylor.

06-13-15 Review asset purchase agreement and prepare summary of 0.8 outstanding commercial issues; emails regarding financial review by Sears' advisor; emails regarding trust accounts and cash flow requirements; emails regarding 75 Eglinton rent;

06-14-15 Conference call with Osler and Stikemans regarding trust accounts 1.0 and subsequent emails regarding same.

06-15-15 Review of revised drafts of bidding procedures and asset purchase 5.4 agreement; call with TravelBrands management and Osler regarding asset purchase and sale agreement and sales process; subsequent discussions and emails with Osler and Stikeman regarding same; discussion regarding 75 Eglinton rent and trust accounts and subsequent conference call with P. Hawa, T. Saunders and Osler regarding same; calls and emails regarding draft affidavit; calls and emails with Osler regarding 75 Eglinton rent and trust accounts.

06-16-15

06-17-15

06-18-15

Review draft affidavit and provide comments thereon to Osler, conference call with Osler, Stikeman and TravelBrands management regarding status of the company's negotiations with Sears; review Sears severance calculations and summary chart of mass termination provisions; review stay extension motion material; call with A. Taylor regarding Monitor's report; review correspondence received from IATA's counsel, McMillan, and discuss same with the TravelBrands, Osler and Stikeman; discussions regarding IATA and review of prior correspondence between IATA and TravelBrands; call with Osler and Stikeman regarding IATA.

Review and provide comments on draft motion materials; discussions regarding updated cash flow forecast and variance reporting; conference call with Osler, Stikeman and McMillan regarding IATA; subsequent calls with Stikeman and Osier regarding same and Deloitte report; call with P. Hawa regarding same.

Emails regarding draft motion materials; review and discussions regarding financial and cash flow information for affidavit; conference call with TravelBrands and Osler regarding 75 Eglinton landlord; attend meeting with J. DeMarinis regarding various matters including IATA and sales process; review and respond to emails

5.1

4.8

3.6

6

06-19-15

from BMO's counsel; review final motion materials; emails with Stikeman and Osler regarding TICO.

Attend Company offices for meeting with TravelBrands management, Osler and Stikeman regarding asset purchase agreement and sales process; review of and discussions regarding Monitor's first report; discussions regarding Bahia; discussions regarding cash flow forecast and variance reporting; review and revise draft first report of the Monitor; review of cash flow variance analysis.

7.5

06-20-15 Review and draft first report of the Monitor; review updated cash

7.2 flow forecast.

06-21-15 Review comments from Stikeman on draft first report of the Monitor 1.3 and provide additional comments thereon.

06-22-15 Discussions regarding updated cash flow forecast and review of

4.4 same; call with A. Taylor regarding cash flow disclosure related to potential increase to IATA LC and call with M. DeLellis regarding same; call with T. Saunders and P. Hawa regarding cash flow forecast and IATA LC; review first report of the Monitor; call with M. DeLellis regarding IATA, TICO, Sears and various other matters.

Call with TravelBrands, Osler and Stikeman regarding letter from landlord's counsel; discussions regarding TICO and Amex; review and finalize first report of the Monitor; review emails from Osler to Sears' counsel and discussions regarding same; call with IATA's counsel review and discussion regarding information to be provided to BMO; draft and issue correspondence to BMO.

Review email from R. Smart at TICO regarding cash flow variance reporting and discussions regarding same; discussions regarding landlord, Sears and other matters.

Review of email to TICO regarding variance analysis and provide comments thereon; conference call with Osler and Stikeman regarding sales process, landlord and Sears.

Discussion regarding supplier issues, current booking trend and cash requirements; conference call with TravelBrands, Osler and Stikeman regarding sales process; call with Stikeman regarding rent payments; discussions regarding Royal Caribbean; discussions regarding foreign exchange contracts; review of letters from landlord's counsel; call with Osler and Stikeman regarding same.

06-23-15

06-26-15

06-27-15

06-29-15

3.1

1.0

1.0

2.5

06-30-15 Discussions regarding cash flow and variance reporting. 0.5 Total 107.1

7

Aaron Collier Hours

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

05-27-15

05-28-15

05-29-15

06-01-15

06-02-15

06-03-15

9.4

7.8

8.4

8.1

8.2

06-05-15 Meeting with T. Saunders and other key employees regarding 2.9 CCAA; reviewing company controls over cash; addressing questions

8

and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

06-08-15

06-09-15

06-10-15

06-11-15

06-12-15

06-15-15

06-16-15

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company

9

employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

06-17-15

06-18-15

06-19-15

06-22-15

06-23-15

06-24-15

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; drafting of the first report of the Monitor; and other matters related to the monitoring of the Company.

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; drafting of the first report of the Monitor; and other matters related to the monitoring of the Company.

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; drafting of the first report of the Monitor; and other matters related to the monitoring of the Company.

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

10

06-26-15 Internal discussions and initial drafting of Monitor's Second report to 3.2 Court; review of weekly cash flow variance analysis.

06-29-15 Attend Company offices; meeting with T. Saunders and other key 7.2 employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

06-30-15 Attend Company offices; meeting with T. Saunders and other key employees regarding CCAA; reviewing company controls over cash; addressing questions and concerns raised by key company employees with respect to the CCAA; advising company on communication with key suppliers; and other matters related to the monitoring of the Company.

5.2

Total 173.0

Robin Lee Santoro

06-09-15 Review French translation of notice to creditors.

Total

Hours

0.2

0.2

Michael Levine

06-02-15 Draft Confidential Information Memorandum and prepare buyers list.

06-08-15' Draft Confidential Information Memorandum and prepare buyers list.

06-10-15 Draft Confidential Information Memorandum and prepare buyers list

06-16-15 Attend meeting with TravelBrands management to discuss sales process; prepare list of questions for management.

Hours

1.0

4.0

1.0

2.5

06-29-15 Debrief of meeting with Travel Brands management team; review 4.5 and incorporated comments from meeting into CIM.

Total 13.0

11

Diane Lambert

Hours

06-08-15 French translation of notice to creditors. 2.5

06-09-15 French translation of notice to creditors. 1.0

Total 3.5

Marcel Rethore Hours

06-05-15

Attend Company offices; reviewing of internal cash processes; 12.0 drafting necessary materials for CCAA; meeting with company employees; and other matters related to the monitoring of the Company.

Attend Company offices; drafting necessary materials for CCAA; 16.0 reviewing internal cash processes; reviewing and approving payments; review and clean-up of vendor address list; and other matters related to the monitoring of the Company.

Attend Company offices; drafting necessary materials for CCAA; 10.9 reviewing internal cash processes; reviewing and approving payments; review and clean-up of vendor address list; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing 8.7 and discussing supplier matters; discussions with creditors; approving payments; preparing creditor listing; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing 11.5 and discussing supplier matters; discussions with creditors; approving payments; preparing creditor listing; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing 14.2 and discussing supplier matters, discussions with creditors; approving payments; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing 10.5 and discussing supplier matters, discussions with creditors; approving payments; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing 10.0 and discussing supplier matters, discussions with creditors;

05-27-15

05-28-15

05-29-15

06-01-15

06-02-15

06-03-15

06-04-15

12

approving payments; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing and discussing supplier matters, discussions with creditors; approving payments; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing and discussing supplier matters, discussions with creditors; approving payments; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing and discussing supplier matters, discussions with creditors; approving payments; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing and discussing supplier matters, discussions with creditors; approving payments; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing and discussing supplier matters, discussions with creditors; approving payments; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing and discussing supplier matters, discussions with creditors; approving payments; drafting of the first report of the Monitor; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing and discussing supplier matters, discussions with creditors; approving payments; drafting of the first report of the Monitor; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing and discussing supplier matters, discussions with creditors; approving payments; drafting of the first report of the Monitor; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing and discussing supplier matters, discussions with creditors; approving payments; drafting of the first report of the Monitor; and other matters related to the monitoring of the Company.

06-08-15

06-09-15

06-10-15

06-11-11

06-12-15

06-15-15

06-16-15

06-17-15

06-18-15

9.5

10.0

10.3

9.0

8.2

10

10.4

11

7.95

13

Attend Company offices; discussions with management; reviewing and discussing supplier matters, discussions with creditors; approving payments; drafting of the first report of the Monitor; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing and discussing supplier matters, discussions with creditors; approving payments; drafting of the first report of the Monitor; reviewing and discussing updated cash flow forecast; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing and discussing supplier matters, discussions with creditors; approving payments; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing and discussing supplier matters, discussions with creditors; approving payments; coordinating with TravelBrands management and KPMG Corporate Finance to complete the CIM; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing and discussing supplier matters, discussions with creditors; approving payments; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing and discussing supplier matters, discussions with creditors; approving payments; coordinating with TravelBrands management and KPMG Corporate Finance to complete the CIM; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing and discussing supplier matters, discussions with creditors; approving payments; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing and discussing supplier matters, discussions with creditors; approving payments; and other matters related to the monitoring of the Company.

06-19-15

06-22-15

06-23-15

06-24-15

06-25-15

06-26-15

06-29-15

06-30-15

12.75

9.5

8.5

7.5

7.5

7.5

9.5

Total 254.0

14

Sven Dedic Hours

06-01-15 Preparing creditors listing including address information based on 3.0 information provided by TravelBrands.

06-02-15 Preparing creditors listing including address information based on 4.0 information provided by TravelBrands.

Total

7.0

James Rockwood

Hours

05-27-15 Prepare financial information for Confidential Information 6.0 Memorandum and draft same.

05-28-15 Draft Confidential Information Memorandum. 5.0

05-29-15 Draft Confidential Information Memorandum. 3.0

05-31-15 Draft Confidential Information Memorandum. 8.0

06-01-15 Prepare financial information for Confidential Information 8.0 Memorandum and draft same.

06-02-15 Prepare financial information for Confidential Information 12.0 Memorandum and draft same.

06-03-15 Draft Confidential Information Memorandum. 5.0

06-04-15 Prepare fmancials for Confidential Information Memorandum. 3.0

06-11-15 Discussions regarding meeting with TravelBrands management and prepare information request list.

1.0

06-17-15 Review of Confidential Information Memorandum and prepare outstanding information request list.

2.5

06-26-15 Prepare for and attend call with T. Saunders. 2

06-29-15 Attend Company offices for meeting with TravelBrands management; updating Confidential Information Memorandum.

6

15

Total 61.5

Hours

4.0

Eric Nguyen

06-15-15 Review financial forecasts to be included in Confidential Information Memorandum and discussions regarding same.

06-29-15 Meeting with Management.

06-30-15 Work on CIM.

Total

4.0

2.0

10.0

Asya Rzhevsky Hours

05-29-15 Prepare and mail Notice to Creditors. 3.8

06-01-15 Prepare and mail Notice to Creditors. 6.5

06-01-15 Mailing to additional creditors, prepare affidavit of mailing, search for incomplete addresses.

3.8

06-02-15 Search for postal codes and addresses, mail Notice of Creditors. 1.2

06-03-15 Returned envelopes with missing postal codes, search and re-sent 1.0 Notices.

06-04-15 Prepare and mail 350 Notice to Creditors in French. 3.9

06-10-15 Prepare and mail Notice to Creditors with incomplete addresses. 4.5

06-11-15 Prepare and mail Notice to Creditors. 3.8

Total 24.7

16

KPMG Inc. Suite 4600 Bay Adelaide Centre 333 Bay Street Toronto, ON M5H 2S5

Payment Address: KPMG LLP, T4348 P.O. Box 4348, Station A Toronto, ON M5W 7A6

August 25, 2015

TravelBrands Inc. 5450 Explorer Drive Mississauga, ON L4W 5N1 Attn: Frank DeMarinis

Invoice

Reference

Client

Contact

Telephone

Email

: 8000789254

: 2000396062

: 1001807052

: Anamika Gadia

: (416) 777-3842

: agadia@kpmg.ca

For professional services rendered for the period July 1 to July 31, 2015, in connection with our appointment as Monitor of TravelBrands Inc., pursuant to a Court Order dated May 27,

2015.

Our Fee Disbursements

$ 156,085.00 CAD 4,930.00

$ 161,015.00 CAD

20,931.95 HST

Amount Due $ 181,946.95 CAD

Payment is due upon receipt

•

Invoice No: 8000789254 Reference: 2000396062 Client: 1001807052 Amount: $ 181,946.95 CAD

KPMG LLP is a Canadian limited liability partnership and member firm of the KPMG network of independent member firms affiliated with

KPMG International Cooperative ("KPMG International"), a Swiss entity. KPMG Canada provides services to KPMG LLP.

Page 1 of 1

Professional Fees Summary, For period: July 1 to July 31, 2015

ame Position Rate Hours Total Fees

Philip Reynolds Partner $700 14.0 $9,800 Anamika Gadia Partner $650 65.9 $42,835 Neil Blair Partner $700 3.0 $2,100 Aaron Collier Sr. Manager $525 58.8 $30,870 Michael Levine Manager $375 10.0 $3,750 Adam Boettger Sr. Consultant $300 20.3 $6,090 Marcel Rethore Sr. Consultant $300 179.8 $53,940 James Rockwood Analyst $200 18.5 $3,700 Eric Nguyen Analyst $200 15.0 $3,000 Total Fees 385.3 $156,085

Expense :Summary For period: JUly 1 to July,31;2015 -

Expense Type Amount

Local Transportation (taxi, car rental, fuel, parking) $3,839 Mass Mailing $424 Meals $667 Total Expense $4,930

TravelBrands Inc. Summary of Activities for the Period July 1 to 31, 2015

Philip Reynolds Hours

07-01-15

07-02-15

Review Osler's draft response to correspondence from landlord's counsel; review draft rider for Monitor's report regarding the Red Label security review.

Attend call regarding payment of pre-filing supplier and other amounts; review further draft of letter from Osler to landlord's counsel.

1.5

1.5

07-03-15 Review updated drafts of Bidding Procedures and Asset Purchase 2.0 Agreement.

07-06-15 Attend general internal update call regarding pro forma operations 1.5 post restructuring, supplier issues and other matters; review weekly cash flow reporting for the week ended June 26, 2015.

07-07-15 Review draft of Sears Amending Agreement provided by Osler. 1.0

07-08-15 Attend status update call with Osler and TravelBrands management; 1.5 review updated draft of Sears Amending Agreement.

07-09-15 Attend call with TravelBrands management regarding restructuring 1.5 plan; review cash flow reporting for the period ended July 3, 2015.

07-13-15 Attend call with Osler and McMillan regarding IATA; review 1.0 updated draft of Sears Amending Agreement.

07-15-15 Attend call with Osler and TravelBrands management regarding 0.5 status of the Company's restructuring and pro forma post-filing financial plan.

07-16-15 Review cash flow reporting for the period ended July 10, 2015. 0.5

07-21-15 Attend status update call with Osler and TravelBrands management 1.0 regarding various matters including landlord claim and other restructuring initiatives; attend to various emails regarding same.

07-23-15 Review cash flow reporting for the period ended July 17, 2015. 0.5

Total 14.0

1

Anamika Gadia Hours

Review draft responses prepared by Stikeman and Osler to the correspondence from the landlord's counsel; review draft rider for Monitor's report regarding the Red Label security review.

Emails and discussions regarding Bahia; review Stikeman's revised letter to the landlord's counsel; call with T, Saunders and P. Hawa regarding pre-filing supplier amounts, pro forma financials of the company post-restructuring and other matters; call with Stikeman to discuss draft response to the landlord's counsel and the draft report rider on the Red Label security review; review Osler's revised letter to the landlord's counsel and provide comments thereon; review weekly cash flow reporting and emails to TICO and BMO.

Review security opinions provided by Stikeman; emails and discussions regarding Bahia; discussions regarding pro forma financial statements.

Review and discussions regarding draft pro-forma financial statements and call to discuss same; call with Osler and TravelBrands management regarding Sears and potential employee liabilities associated with a re-negotiated agreement.

Review of draft Sears Amending Agreement; review draft rider on the valuation analysis related to the Red Label security review and discussions regarding same; review draft Bidding Procedures, Asset Purchase Agreement and related materials; discussions regarding restructuring related cost saving and pro forma financial statements;

Review draft Bidding Procedures, Asset Purchase Agreement and related materials and call with Stikeman regarding same; call with M. DeLellis regarding various matters including Sears, landlord and sales process; review updated draft of Sears Amending Agreement; discussions regarding restructuring related cost savings and pro forma financial statements; discussions regarding Confidential Information Memorandum, teaser letter and other sales process related information; call with Osler, TravelBrands and Stikeman regarding Sears, landlord, sales process and other matters.

Review of and discussions regarding the weekly cash flow reporting and emails to TICO and BMO regarding same; emails regarding Sears and Bahia; review and discussion regarding updated draft pro forma financial statements; call with TravelBrands management regarding restructuring plan; review draft amendments to BMO agreements and emails regarding same; review draft of Monitor's second report to Court and provide comments thereon; call with A. Taylor regarding sales process and TICO.

07-01-15

07-02-15

07-03-15

07-06-15

07-07-15

07-08-15

07-09-15

1.3

4.5

2.8

2.6

5.1

6.3

4.4

2

Review draft Confidential Information Memorandum; review IATA

1.5 financial covenants and discussions regarding same; review of draft Bahia agreement and emails regarding same; emails and discussions regarding Royal Caribbean.

Emails with A. Taylor regarding Asset Purchase Agreement; call

3.1 with TravelBrands management to discuss restructuring plan; call with Osler and McMillan regarding IATA; review Stikeman's comments on Bidding Procedures and Asset Purchase Agreement; review revised Sears Amending Agreement and provide comments to M. DeLellis thereon.

Emails regarding Sears and press release; call with M. DeLellis 2.3 regarding various matters including restructuring plan, sales process and IATA; emails regarding BMO amending agreements and review of same; review draft Sears press release; review Deloitte audited financial statements; emails regarding IATA and restructuring plan.

Emails regarding Sears press release, cash flow and other matters. 0.4

Review and discussions regarding weekly cash flow reporting and

1.8 emails to TICO and BMO regarding same; emails and discussions regarding Royal Caribbean and call with T. Saunders regarding same; emails regarding Bahia and review T. Saunders comments on draft Bahia agreement and call with T. Saunders regarding same; call with A. Taylor regarding Bahia.

07-10-15

07-13-15

07-14-15

07-15-15

07-16-15

07-17-15 Emails regarding Sears press release; review balance sheet analysis 0.6 and discussion regarding same.

07-19-15 Review Osler comments on draft report rider on Red Label security 0.3 review; emails regarding IATA

07-20-15 Emails regarding Royal Caribbean agreement; emails and 0.8 discussions regarding IATA and related financial covenants;

07-21-15 Call with M. DeLellis regarding IATA, sales process, restructuring 0.7 plan, employee terminations and other matters.

07-22-15 Emails and discussions regarding creditor inquiries; review and 3.5 discussions regarding weekly cash flow reporting and emails to TICO and BMO regarding same; call with M. DeLellis regarding IATA, landlord, restructuring plan and other matters; emails regarding IATA and landlord

07-23-15 Emails and discussions regarding IATA; call with M. White of

1.1 Wynnchurch regarding interest in participating in sales process; call with T. Saunders regarding funding from Red Label;

3

Review of email and discussions regarding funding from Red Label; status call with TravelBrands management, Osier and Stikeman Review revised Royal Caribbean agreement and emails regarding same; discussions regarding cash flow and balance sheet matters including funding from Red Label; emails regarding pro forma financial statements and review of same.

Review of pro forma financial statements and emails and discussions regarding same; numerous calls with T. Saunders regarding pro forma financial statements; review proposed settlement offer from landlord; status update call with TravelBrands management and Osier; call with M. DeLellis regarding pro formas and meeting with the landlord.

Call with M. DeLellis regarding pro forma and meeting with the landlord; attend TravelBrands' offices to assist with the review and preparation of pro fornia financial statements for meeting with landlord.

Review of revisions to pro forma financial statements and related notes; review and discussions regarding weekly cash flow reporting and emails to TICO and BMO regarding same; attend meeting with F. DeMarinis, Osier, Adgar and its counsel regarding landlord settlement.

Status update call with TravelBrands management and Osier including discussions regarding counter settlement offer to landlord; call with M. DeLellis regarding same; draft proposed counter settlement offer and emails regarding same.

07-24-15

07-27-15

07-28-15

07-29-15

07-30-15

07-31-15

1.3

0.8

5.1

10.0

3.2

2.4

Total 65.9

Neil Blair Hours

07-21-15 Review draft Confidential Information Memorandum and provide 2.0 comments thereon.

07-22-15 Internal meeting to discuss Confidential Information Memorandum 1.0 and required revisions.

Total 3.0

4

Aaron Collier Hours

Attend TravelBrands offices; meetings and discussions with certain key employees regarding various CCAA-related matters; reviewing company controls over cash; addressing questions and concerns raised by key employees with respect to the CCAA; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; meetings and discussions with certain key employees regarding various CCAA-related matters; reviewing company controls over cash; addressing questions and concerns raised by key employees with respect to the CCAA; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; meetings and discussions with certain key employees regarding various CCAA-related matters; reviewing company controls over cash; drafting of the Monitor's second report to Court; addressing questions and concerns raised by key employees with respect to the CCAA; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; meetings and discussions with certain key employees regarding various CCAA-related matters; reviewing company controls over cash; drafting of the Monitor's second report -to Court; addressing questions and concerns raised by key employees with respect to the CCAA; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; meetings and discussions with certain key employees regarding various CCAA-related matters; reviewing company controls over cash; drafting of the Monitor's second report to Court; addressing questions and concerns raised by key employees with respect to the CCAA; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; meetings and discussions with certain key employees regarding various CCAA-related matters; reviewing company controls over cash; drafting of the Monitor's second report to Court; addressing questions and concerns raised by key employees with respect to the CCAA; and other matters related to the monitoring of the Company.

07-02-15

07-03-15

07-06-15

07-07-15

07-08-15

07-09-15

7.7

4.7

6.3

7.1

7.4

6.9

07-10-15 Drafting Monitor's second report to Court; discussions and analysis 2.3 regarding company's compliance with regulatory covenants.

07-28-15 Review and discussions regarding weekly cash flow variances, trust 1.2 reconciliation and supplier issues.

5

07-29-15

07-30-15

Attend TravelBrands offices; assisting the company in the preparation and review of pro forma financial statements for Adgar; meetings and discussions with certain key employees regarding various CCAA-related matters; reviewing company controls over cash; addressing questions and concerns raised by key employees with respect to the CCAA; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; assisting the company in the preparation and review of pro forma financial statements for Adgar; meetings and discussions with certain key employees regarding various CCAA-related matters; reviewing company controls over cash; addressing questions and concerns raised by key employees with respect to the CCAA; and other matters related to the monitoring of the Company.

10.5

4.7

Total 58.8

Adam Boettger Hours

07-09-15

07-15-15

Attend TravelBrands offices; discussions regarding background of engagement, current status and future plans; review daily and weekly cash reconciliation procedures and documents.

Attend TravelBrands offices; overseeing company's cash flows and operations; review actual cash flow for week of July 6 to 10; prepare daily cash reconciliation; review supporting documentation for daily cash disbursements and approve payments.

6.2

5.8

07-16-15 Attend TravelBrands offices; overseeing company's cash flows and 6.9 operations.

07-17-15 Prepare daily cash reconciliation. 0.4

07-21-15 Review actual cash flow for week of July 13 to 17. 0.6

07-29-15 Prepare daily cash reconciliation for July 27, 2015. 0.4

Total 20.3

6

Michael Levine Hours

07-07-15 Detailed review of draft Confidential Information Memorandum and 4.0 provide comments thereon.

07-08-15

07-21-15

Review draft teaser letter; review of updated draft of Confidential Information Memorandum; prepare and review additional follow-up questions for management; review financial reconciliations.

Internal meeting to review and discuss required updates to Confidential Information Memorandum including incorporating the financials for the revised Sears agreement.

4.0

2.0

Total 10.0

Marcel Rethore Hours

07-13-15

Attend TravelBrands offices; discussions with management; 11.5 reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; drafting of the Monitor's second report to court; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; 10.8 reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; drafting of the Monitor's second report to court; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; 10.8 reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; 8.3 reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; drafting of the Monitor's second report to court; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; 8.0 reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; 9.0 reviewing and discussing supplier matters; discussions with

07-06-15

07-07-15

07-08-15

07-09-15

07-10-15

7

creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

07-14-15

07-15-15

07-16-15

07-17-15

07-20-15

07-21-15

07-22-15

07-23-15

07-24-15

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

8

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; preparing financials for discussions with Adgar Investments, and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

07-27-15

07-28-15

07-29-15

07-30-15

07-31-15

7.5

10.0

13.0

7.5

7.5

Total 179.8

James Rockwood

07-06-15 Prepare draft Confidential Information Memorandum and related financial and other information.

Hours

7.0

07-07-15 Prepare draft Confidential Information Memorandum and related financial and other information.

07-08-15 Update draft Confidential Information Memorandum.

07-09-15 Update draft Confidential Information Memorandum.

7.0

2.5

2.0

18.5 Total

9

Eric Nguyen

07-06-15 Prepare draft financial and

07-07-15 Prepare draft financial and

07-08-15 Prepare draft financial and

07-27-15 Prepare draft financial and

07-28-15 Prepare draft financial and

Confidential Information Memorandum and related other information.

Confidential Information Memorandum and related other information.

Confidential Information Memorandum and related other information.

Confidential Information Memorandum and related other information.

Confidential Information Memorandum and related other information.

Hours

4.0

4.0

3.0

2.0

2.0

Total 15.0

1 0

KPMG Inc_ Suite 4600 Bay Adelaide Centre 333 Bay Street Toronto, ON M5H 2S5

Payment Address: KPMG LLP, T4348 P.O. Box 4348, Station A Toronto, ON M5W 7A6

October 20, 2015

TravelBrands Inc. 5450 Explorer Drive Mississauga, ON L4W 5N1 Attn: Frank DeMarinis

Invoice

Reference

Client

Contact

Telephone

Email

: 8000850542

: 2000396062

:1001807052

: Anamika Gadia

: (416) 777-3842

: agadia@kpmg.ca

For professional services rendered for the period August 1 to 31, 2015, in connection with our appointment as Monitor of TravelBrands Inc., pursuant to a Court Order dated May 27, 2015.

Our Fee Disbursements

$ 106,800.00 CAD 2,994.00

$ 109,794.00 CAD

14,273.22 HST

Amount Due $ 124,067.22 CAD

Payment is due upon receipt

Invoice No: 8000850542 Reference: 2000396062 Client: 1001807052 Amount: $ 124,067.22 CAD

KPMG LLP is a Canadian limited liability partnership and member firm of the KPMG network of independent member firms affiliated with

KPMG International Cooperative ("KPMG International"), a Swiss entity. KPMG Canada provides services to KPMG LLP.

Page 1 of 1

Professional Fees Summary For period: •August to 31, 2015

ame Position Rate Hours Total Fees

Philip Reynolds Partner $700 17.3 $12,110 Anamika Gadia Partner $650 51.0 $33,150 Aaron Collier Sr. Manager $525 21.7 $11,393 Michael Levine Manager $375 0.5 $188 Marcel Rethore Sr. Consultant $300 157.2 $47,160 James Rockwood Analyst $200 4.0 $800 Eric Nguyen Analyst $200 10.0 $2,000 Total Fees 261.7 $106,800

Expense Summary or period: August 1 to 31, 2015

Expense Type Amount

Local Transportation (taxi, car rental, fuel, parking) $2,794 Meals $200 Total Expense $2,994

TravelBrands Inc. Summary of Activities for the Period August 1 to 31, 2015

Philip Reynolds

2015-08-04 Attend status update call with TravelBrands management, Osler and Stikeman.

2015-08-06 Review draft affidavit regarding stay extension; review updated drafts of bidding procedures and stalking horse asset purchase agreement.

2015-08-07 Review and discussions regarding security section of Monitor's draft report to Court.

2015-08-11 Review draft of Monitor's second report to Court; review updated drafts of bidding procedures and stalking horse asset purchase agreement; attend call with TravelBrands management, Osler and Stikeman regarding landlord settlement.

Hours

1.0

2.0

1.0

2.5

2015-08-12 Review and discussions regarding updated draft of Monitor's second 1.0 report to Court.

2015-08-13 Review updated version of Monitor's second report to court and 1.0 comments received from Stikeman and Osler thereon.

2015-08-14 Prepare for and attend stay extension hearing; discuss go-forward 3.0 restructuring (plan versus sale process versus both) with Osler.

2015-08-18 Attend call with Osler regarding creditor claims and development of 1.5 proposed plan of arrangement; review preliminary claims analysis; email correspondence relating to same.

2015-08-19 Attend meeting with Osler to discuss the various restructuring 2.0 matters to be addressed towards a proposed plan of arrangement.

2015-08-21 Attend status update call with TravelBrands management, Osler and 0.5 Stikeman regarding key components of a plan of arrangement and potential creditor claims in a plan.

2015-08-25 Review weekly cash flow reporting package for the 2-week period 0.5 ended August 21, 2015.

2015-08-27 Review schedule of employee termination costs (statutory and 1.0 common law basis) prepared by Osler; review draft landlord settlement agreement prepared by Osler; attend status update call with TravelBrands management, Osler and Stikeman to discuss proposed plan of arrangement and related matters.

1

2015-08-28 Review presentation prepared by Osler for upcoming meeting with 0.3 IATA.

Total 17.3

Anamika Gadia

2015-08-02 Review emails regarding proposed landlord settlement, sales process and stalking horse asset purchase agreement.

2015-08-04 Emails and discussions with T. Saunders and M. DeLellis regarding landlord settlement; review emails from T. Saunders and M. DeLellis regarding sales process and stalking horse and discussions regarding same; review draft landlord settlement offer and provide comments thereon; emails and discussions regarding outstanding Toronto Star invoices; status update call with TravelBrands management, Osler and Stikeman regarding various matters relating to sales process and stalking horse bid; subsequent discussions with A. Taylor regarding same.

Hours

1.0

3.7

2015-08-05

2015-08-06

2015-08-07

Review administrative cost summary to be provided to landlord; emails regarding Toronto Star and Bahia; review and comment on weekly cash flow variance commentary; review and revise draft of Monitor's second report.

Revisions to draft of Monitor's second report and discussions regarding same; emails with M. DeLellis regarding landlord; review updated draft bidding procedures and provide comments thereon; review draft affidavit and provide comments thereon; discussions with A. Taylor regarding Monitor's second report and updated materials.

Review updated draft stalking horse asset purchase agreement and provide comments thereon; numerous calls and emails with A. Taylor and Osler regarding draft bidding procedures, stalking horse asset purchase agreement and affidavit; discussions regarding status of Confidential Information Memorandum and other sales process materials; conference call with TravelBrands management, Osler and Stikeman regarding landlord settlement, stay extension and sales process materials.

2.1

4.3

5.6

2015-08-08 Emails regarding Monitor's second report; review revised settlement 0.5 offer from Landlord.

2015-08-09 Conference call with TravelBrands management and Osler to discuss 3.2 revised settlement offer from Landlord; review draft Confidential

2

Information Memorandum; review and revise updated draft of Monitor's second report.

2015-08-10 Review draft of updated cash flow forecast and discussions with T. 5.3 Saunders regarding same; revise draft of Monitor's second report and discussions with A. Taylor regarding same; review revised draft of affidavit and provide comments thereon; emails regarding Bahia and review of revised set-off agreement.

2015-08-11 Review and revise draft of Monitor's second report and discussions with regarding same; calls and emails with A. Taylor regarding report; emails regarding further revised offer from landlord and conference call with TravelBrands management, Osler and Stikeman to discuss same; review revised drafts of bidding procedures and stalking horse asset purchase agreement and discuss comments on same with A. Taylor.

4.4

2015-08-12 Review cash flow sections of second report of the Monitor; review 4.2 and discuss Stikeman comments on draft report; revise draft second report and discussions with A. Taylor regarding same; review appendices to second report; emails regarding revised sales process materials and call with Osler regarding same; review comments from T. Saunders and Osler on draft second report; emails regarding note to employees regarding Monitor's report; update report for same.

2015-08-13 Review and discuss final comments on Monitor's second report and 3.3 finalize report and appendices; review revised drafts of bidding procedures and stalking horse asset purchase agreement; review draft employee communications regarding sales process; call with A. Taylor, M. DeLellis and D. Rosenblatt regarding sales process materials; subsequent discussions with A. Taylor regarding same; call with TICO and its counsel and A. Taylor; emails regarding landlord settlement; review weekly cash flow variance commentary.

2015-08-14 Review emails from Longview regarding media monitoring; 1.6 attendance at Court for stay extension hearing; discussion with T. Saunders and P. Hawa regarding TICO; status update conference call with TravelBrands management and Osler to discuss landlord settlement and potential plan of arrangement; review draft press release prepared by Longview.

2015-08-17 Discussions regarding potential plan of arrangement and pre-filing 0.5 debt to be addressed in the plan.

2015-08-18 Review of pre-filing debt summary and discussions with T. Saunders 0.3 regarding same and potential plan of arrangement.

2015-08-19 Review of pre-filing debt analysis and discussions with T. Saunders 3.1 regarding same and potential plan of arrangement; attend meeting

3

with Osler to discuss potential plan of arrangement; review weekly cash flow variance commentary.

2015-08-20 Review and discussions regarding updated pre-filing debt analysis; 0.5 call with M. DeLellis regarding same.

2015-08-21 Review and discussions regarding updated pre-filing debt analysis; 0.9 email to TravelBrands management and Osier regarding same; status update conference call with TravelBrands management, Osler and Stikeman to discuss potential plan of arrangement and other matters.

2015-08-24 Attend meeting with T. Saunders and M. DeLellis to discuss pre- 2.1 filing debt analysis and potential creditor claims under a plan of arrangement.

Emails and discussions regarding plan of arrangement, IATA meeting, and customer inquiry; review weekly cash flow variance commentary.

Status update conference call with TravelBrands management, Osler and Stikeman to discuss potential plan of arrangement and treatment of creditors.

Review of pro forma financial statements prepared by T. Saunders and discussions regarding same, emails with T. Saunders and P. Hawa regarding same; discussions regarding Sears claim; provide comments on pro forma financial statements; review employee severance analysis prepared by Osler.

Review updated pro forma financial statements; review draft landlord settlement; status update conference call with TravelBrands management, Osler and Stikeman; review draft presentation for IATA meeting.

Review draft landlord settlement and provide comments thereon; discussions with A. Taylor regarding same and proposed plan of arrangement; discussions regarding pro forma financial statements.

2015-08-25

2015-08-26

2015-08-27

2015-08-28

2015-08-31

0.6

0.8

0.6

1.1

1.3

Total 51.0

Aaron Collier Hours

2015-08-07 Prepare draft of Monitor's second report to Court and discussions 3.1 regarding same.

2015-08-11 Review and update draft of Monitor's second report to Court. 3.1

4

2015-08-12 Review and update draft of Monitor's second report to Court and 2.7 discussions regarding same.

2015-08-14 Attend status update call with TravelBrands management, Osler and 0.8 Stikeman to discuss proposed plan of arrangement.

2015-08-17 Review of trust account reconciliation, weekly cash flow variance 2.7 and related commentary prepared for TICO and BMO.

2015-08-21 Attend status update call with TravelBrands management, Osler and 2.4 Stikeman; review and adjustments to weekly cash flow forecast.

2015-08-25 Review of trust account reconciliation, weekly cash flow variance 3.6 and related commentary; discussions regarding various matters relating to the proposed plan of arrangement.

2015-08-27 Review and comment on draft pro forma financial statements 1.6 prepared by T. Saunders in conjunction with the proposed plan of arrangement.

2015-08-31 Review of trust reconciliation and draft pro forma financial 1.7 statements and compliance with IATA regulations.

Total 21.7

Michael Levine

2015-08-04 Review and updates to draft confidential information memorandum.

Hours

0.5

0.5 Total

Marcel Rethore Hours

2015-08-04 Attend Company offices; discussions with management; reviewing 8.5 and discussing supplier matters; discussions with creditors; approving payments; and other matters related to the monitoring of the Company.

2015-08-05 Attend Company offices; discussions with management; reviewing 9.8 and discussing supplier matters; discussions with creditors; approving payments; and other matters related to the monitoring of the Company.

5

2015-08-06 Attend Company offices; discussions with management; reviewing 10.8 and discussing supplier matters; discussions with creditors; approving payments; drafting the Monitor's Second Report, internal meeting with Corporate Finance team re: Sears forecast revisions, and others.

2015-08-07 Attend Company offices; discussions with management; reviewing 9.3 and discussing supplier matters; discussions with creditors; approving payments; drafting the Monitor's Second Report, and other matters related to the monitoring of the Company.

2015-08-10 Attend Company offices; discussions with management; reviewing 10.0 and discussing supplier matters; discussions with creditors; approving payments; reviewed the updated cash flow forecast, drafted the second report of the Monitor, and other matters related to the monitor report.

2015-08-11 Attend Company offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; approving payments; reviewed the updated cash flow forecast, drafted the second report of the Monitor, and other matters related to the monitor report.

10.3

2015-08-12 Attend Company offices; discussions with management; reviewing 9.5 and discussing supplier matters; discussions with creditors; approving payments; reviewed the updated cash flow forecast, drafted the second report of the Monitor, and other matters related to the monitor report.

2015-08-13 Attend Company offices; discussions with management; reviewing 8.5 and discussing supplier matters; discussions with creditors; approving payments and other matters related to the monitoring of the Company.

2015-08-14 Discussions with management; discussions with creditors; approving 7.5 payments and other matters related to the monitoring of the Company.

2015-08-17 Attend Company offices; discussions with management; reviewing 9.0 and discussing supplier matters; discussions with creditors; approving payments; analyzing pre-filing debt to assist with a plan of arrangement; and other matters related to the monitoring of the Company.

2015-08-18 Attend Company offices; discussions with management; reviewing 8.0 and discussing supplier matters; discussions with creditors; approving payments; analyzing pre-filing debt to assist with a plan of arrangement; and other matters related to the monitoring of the Company.

6

2015-08-19 Attend Company offices; discussions with management; reviewing 8.0 and discussing supplier matters; discussions with creditors; approving payments; analyzing pre-filing debt to assist with a plan of arrangement; and other matters related to the monitoring of the Company.

2015-08-20

2015-08-21

Attend Company offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; approving payments; analyzing pre-filing debt to assist with a plan of arrangement; and other matters related to the monitoring of the Company.

Attend status meeting with management, Osler, Stikeman and KPMG team; reviewing and discussing supplier matters; discussions with creditors; approving payments; analyzing pre-filing debt to assist with a plan of arrangement; and other matters related to the monitor report.

7.5

7.5

2015-08-24 Attend Company offices; discussions with management; reviewing 10.5 and discussing supplier matters; discussions with creditors; approving payments; and other matters related to the monitoring of the Company.

2015-08-25 Attend Company offices; discussions with management; reviewing 9.4 and discussing supplier matters; discussions with creditors; approving payments; and other matters related to the monitoring of the Company.

2015-08-26 Preparing and emailing weekly variance communication; discussion 1.5 with T. Saunders regarding pre-filing debt analysis.

2015-08-27 Review of financial forecast provided and approving payments. 1.5

2015-08-28 Review of financial information provided and approving payments. 0.8

2015-08-31 Attend Company offices; discussions with management; reviewing 9.5 and discussing supplier matters; discussions with creditors; approving payments; and other matters related to the monitoring of the Company.

Total 157.2

7

James Rockwood

Hours

2015-08-10 Meeting with T. Saunders to review and discuss draft confidential

2.0 information memorandum.

2015-08-11 Revisions and updates to draft confidential information 2.0 memorandum.

Total

4.0

Eric Nguyen

2015-08-10

2015-08-11

2015-08-12

Meeting with T. Saunders to review and discuss draft confidential information memorandum; revisions and updates to same.

Revisions and updates to draft confidential information memorandum.

Revisions and updates to draft confidential information memorandum.

Hours

6.0

3.0

1.0

Total 10.0

8

KPMG Inc. Suite 4600 Bay Adelaide Centre 333 Bay Street Toronto, ON M5H 2S5

Payment Address: KPMG LLP, T4348 P.O. Box 4348, Station A Toronto, ON M5W 7A6

November 03, 2015

TravelBrands Inc. 5450 Explorer Drive Mississauga, ON L4W 5N1 Attn: Frank DeMarinis

Invoice

Reference

Client

Contact

Telephone

Email

: 8000861702

: 2000396062

:1001807052

: Anamika Gadia

: (416) 777-3842

: agadia@kpmg.ca

For professional services rendered for the period September 1 to 30, 2015, in connection with our appointment as Monitor of TravelBrands Inc., pursuant to a Court Order dated May 27, 2015.

Our Fee Disbursements

$ 170,263.00 CAD 873.00

$ 171,136.00 CAD

HST

Amount Due

Payment is due upon receipt

5.c. •

22,247.68

$ 193,383.68 CAD

Invoice No: 8000861702 Reference: 2000396062 Client: 1001807052 Amount: $ 193,383.68 CAD

KPMG LLP is a Canadian limited liability partnership and member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. KPMG Canada provides services to KPMG LLP.

Page 1 of 1

Professional Fees Summary For period: September 1 tO‘30, 2015

ame Position Rate Hours Total Fees

Philip Reynolds Partner $700 37.8 $26,460 Anamika Gadia Partner $650 67.6 $43,940 Aaron Collier Sr. Manager $525 85.3 $44,783 Adam Boettger Sr. Consultant $300 8.6 $2,580 Marcel Rethore Sr. Consultant $300 167.3 $50,175 Mike Schwartzentruber Sr. Consultant $300 7.5 $2,250 Asya Rzhevsky Technician $150 0.5 $75 Total Fees 374.6 $170,263

E S xpenseSummary For period: September 1 to ;3 ;0, 2015

Expense Type Amount

Meals and Local Transportation (taxi, car rental, fuel, parking) $873 Total Expense $873

TravelBrands Inc. Summary of Activities for the Period September 1 to 30, 2015

Philip Reynolds Hours

2015-09-01 Attend status update call with TravelBrands management, Osler and 0.5 Stikeman.

2015-09-03 Review updated draft of the Landlord Settlement Agreement. 0.5

2015-09-04 Attend conference call to discuss the company's pro formal financial 1.5 forecast and potential claims in the context of a plan of arrangement; review cash flow reporting for the period ended August 28, 2015.

2015-09-05 Review pro forma cash flow in connection with potential 1.5 distributions under a plan of arrangement; review summary of same.

2015-09-08 Review correspondence from a TravelBrands customer and discuss 2.0 same with TravelBrands management; various correspondence with the customer; review initial draft of the plan of arrangement prepared by Osler.

Attend call with TravelBrands management and Osler regarding the handling of professional fee billings on a go-forward basis and other restructuring matters.

Review and discussions regarding pro forma cash flow forecast and creditor distribution affordability model; email correspondence relating to same; review contract of new CEO provided by TravelBrands management; review updated draft of landlord settlement agreement.

Review cash flow reporting for the week ended September 4, 2015; review latest plan of arrangement affordability analysis prepared by the company; review various email correspondence related to the affordability analysis.

Attend call with TravelBrands management, Osler and Stikeman regarding pro forma cash flows and affordability model; follow-up discussion with Osler regarding same.

Review updated draft of the landlord settlement agreement; review company memorandum regarding revenue forecast in support of fiscal 2016 operating plan; discuss TICO requirements; review plan of arrangement affordability model and other restructuring matters; attend call with Osler and Stikeman regarding same; review draft

2015-09-09

2015-09-10

2015-09-11

2015-09-12

2015-09-15

1.0

2.5

2.0

1.0

5.0

claims procedure order and meeting order; attend call with Deloitte (TravelBrands' auditor) and company management.

2015-09-16

2015-09-17

Attend meeting with TravelBrands management, Osler and Stikeman regarding various restructuring matters related to the proposed plan of arrangement; review updated draft of plan of arrangement; discuss use of hotel agents in the proposed claims process with Stikeman; review draft affidavit.

Review Stikeman's comments on the draft plan of arrangement; review updated draft of plan of arrangement, meeting order and claims procedure order.

3.5

1.5

2015-09-18 Review draft press release regarding plan of arrangement; review 0.5 cash flow reporting for the period ended September 11, 2015.

2015-09-19 Review proposed claims process and meeting timeline. 0.3

2015-09-20 Call with Stikeman regarding various matters relating to the plan of 1.0 arrangement, claims process and meeting timeline and KPMG's comments thereon.

Review revised letter to hotel chains regarding claims process and provide comments on same; attend call with TravelBrands management, Osler and Stikeman regarding plan of arrangement mechanics, use of agents in the claims process and other matters related to the plan of arrangement.

Review draft rider for the third report of the Monitor prepared by Stikeman; attend call with Osler and Stikeman regarding hotel chain voting mechanics and use of agents; review Bahia set-off agreement; review draft of Monitor's third report to Court; review proposed claims process steps prepared by Osler.

Review updated draft of Monitor's third report and provide comments thereon; discuss various report matters internally; call with Stikeman regarding third report; review updated version of third report.

Attend internal update call regarding next steps in the claims process and monitor's execution of its requirements; attend status update call with TravelBrands management, Osler and Stikeman; review updated plan of arrangement, claims procedure and meeting orders and factum served.

2015-09-22

2015-09-23

2015-09-24

2015-09-25

1.0

4.0

4.0

2.5

2

2015-09-28

Prepare for and attend Court motion hearing regarding plan of 2.0 arrangement.

Total 37.8

Anamika Gadia Hours

2015-09-01 Review and discussions regarding pro forma financial forecast and 1.2 IATA covenant calculations; call with T. Saunders to discuss same; emails regarding change to billing party; emails regarding draft landlord settlement.

2015-09-02 Call with T. Saunders to discuss pro forma financial forecast; emails 0.8 regarding Bahia and customer inquiry.

2015-09-03 Call with TravelBrands management, Osler, Disney and its counsel 1.9 regarding outstanding pre-filing amount; discussions and emails regarding customer inquiry; review of convenience class analysis prepared by T. Saunders and discussions regarding same; review of updated draft of landlord settlement and emails regarding same.

2015-09-04 Status update conference call with TravelBrands management and Osier; emails regarding pro forma financial forecast and IATA covenant calculations and call to discuss same; review weekly cash flow variance commentary; call with A. Taylor regarding various matters related to plan of arrangement and landlord settlement; emails regarding customer inquiry.

3.3

2015-09-05 Review updated pro forma financial forecast and calls and emails 0.7 regarding same.

2015-09-08 Call to review and discuss updated pro forma financial forecast, 1.0 IATA covenants, Bahia deposit and other matters relating to proposed plan of arrangement.

2015-09-09

2015-09-10

Emails regarding assumptions underlying the pro forma financial forecast, the professional fee issue, TICO and IATA ratios, transfer of depreciable assets and other matters related to the proposed plan of arrangement.

Emails regarding new CEO and review of employment contract; emails regarding assumptions underlying the pro forma fmancial forecast.

0.3

0.2

2015-09-11 Review updated draft of landlord settlement; emails regarding 0.5 assumptions underlying the pro forma fmancial forecast.

3

2015-09-14

2015-09-15

Emails and calls regarding draft pro forma financial forecast and other matters relating to the proposed plan of arrangement; call with A. Taylor to discuss same.

Call with A. Taylor to discuss matters relating to the proposed plan of arrangement; subsequent call with Osier and Stikeman to discuss same; review of affidavit from TravelBrands customer served on the service list; emails regarding employee severance claims.

1.0

2.5

2015-09-16 Review draft plan of arrangement; claims procedure order and 0.7 meeting order.

2015-09-18 Review Stikeman comments on plan of arrangement, claims 0.5 procedure order and meeting order.

2015-09-20 Review Stikeman comments on claims procedure and meeting order; 3.0 review updated drafts of plan of arrangement, claims procedure order, meeting order and affidavit; review plan timelines.

Call with A. Taylor to discuss plan of arrangement and other materials; call with R. Smart of TICO regarding plan of arrangement and other matters; discussions regarding Monitor's report and call with A. Taylor regarding same; review CAIRP standard and precedent reports; review media monitoring summaries provided by Longview.

Review draft of Monitor's third report and numerous discussions regarding same; review draft newspaper advertisement; review and emails regarding proposed supplier communication prepared by Longview; review draft letter to hotel representatives prepared by Osier and provide comments thereon; calls with M. De Lellis and D. Rosenblatt regarding claims process; status update call with TravelBrands management, Osier and Stikeman.

Review and revise draft third report; review draft rider for third report prepared by Stikeman; calls with A. Taylor and Y. Katirai regarding Monitor's third report; call with D. Rosenblatt regarding hotel representatives voting process; call with TravelBrands management, Osier and Stikeman regarding claims process voting; calls with M. De Lellis regarding claims process; review revised letter to hotel representatives; review draft newspaper advertisements.

Review and revise draft third report; numerous discussions and calls with Stikeman regarding same; emails regarding Bahia; emails and calls with Osier regarding claims process and related documents; review and revise proofs of newspaper advertisements; call with Stikeman regarding Osier comments on draft of Monitor's third

2015-09-21

2015-09-22

2015-09-23

2015-09-24

4.6

6.3

9.4

11.5

4

report; review Osler comments on draft report; discussions and calls regarding comments from T. Saunders on the draft report; finalize Monitor's third report.

Emails and discussions regarding claims process; review updated claims process schedules; review weekly cash flow variance commentary; status update call with TravelBrands management, Osler and Stikeman.

Emails regarding weekly cash flow variance commentary; attend Court for motion regarding plan of arrangement, claims procedure and meeting; discussions and emails regarding mailing to creditors; emails regarding Bahia; review media monitoring summary from Longview; review script for hotel representatives prepared by Osler.

Emails and discussions regarding claims process and mailing to creditors; emails regarding funding agreement; emails and discussions with M. De Lellis regarding IATA meeting; status update call with TravelBrands management; review presentation for IATA meeting; travel to Miami for IATA meeting.

Attend meeting with representatives of TATA and their counsel, F. DeMarinis, T. Saunders, P. Hawa and M. De Lellis; erimilS regarding claims process; return travel to Toronto.

2015-09-25

2015-09-28

2015-09-29

2015-09-30

1.2

4.9

5.1

7.0

Total 67.6

Aaron Collier Hours

2015-09-02

2015-09-03

Review of draft pro forma financial forecast prepared in relation to the proposed plan of arrangement and discussions with T. Saunders and others regarding same; review and revise weekly cash flow reporting to TICO, BMO, and IATA.

Review and discussions with T. Saunders regarding draft pro forma financial forecast; subsequent adjustments to draft pro forma financial forecast to account for expected cash receipts/payments.

3.1

3.3

2015-09-04 Review and adjustments to draft pro forma financial forecast, 4.5 discussions with R. Aumeeruddy and others regarding the same.

2015-09-08 Review of pro forma financial forecast related to the proposed plan 3.1 of arrangement including discussion with TravelBrands; preparation of summary forecast for review and discussion with TravelBrands and Osler.

5

Attend call with TravelBrands management and Osler to discuss the plan of arrangement pro forma financial forecast related matters; discussions regarding required amendments to the pro forma financial forecast.

Discussions with T. Saunders regarding updates to the pro forma financial forecast; review and discussion regarding the updated pro forma financial forecast with TravelBrands.

Attend calls with TravelBrands, Osler and Stikeman to discuss the plan of arrangement and associated pro forma financial forecast; review of and discussions regarding pro forma financial forecast.

Attend call with TravelBrands, Osler and Stikeman to discuss proposed amendments to the plan of arrangement pro forma financial forecast.

Call with Stikeman regarding updated pro forma financial forecast prepared by TravelBrands; review of draft claims procedure order, meeting order and affidavit.

Review of draft claims procedure order, meeting order and affidavit; review of TravelBrands' memo regarding changes to draft pro forma forecasts; attend call with TravelBrands, Osler and Stikeman to discuss same.

Meeting with TravelBrands, Osler and Stikeman at Osler offices to review and discuss meeting order, claims procedure order and affidavit; review of adjustments to TravelBrands' pro forma financial forecast with T. Saunders; discussion regarding and preparation of outline for Monitor's third report to Court.

Review of draft plan of compromise or arrangement; discussions regarding same and provide comments thereon; call with D. Rosenblatt regarding comments on draft plan of arrangement.

2015-09-09

2015-09-10

2015-09-11

2015-09-12

2015-09-14

2015-09-15

2015-09-16

2015-09-17

2.2

3.4

6.1

1.5

7.4

6.9

7.6

3.8

2015-09-18 Discussions regarding draft Monitor's report; drafting and review of 5.2 the Monitor's third report to Court.

2015-09-21 Discussions regarding draft Monitor's report; drafting and review of 7.4 the Monitor's third report to Court; calls with Y. Katirai regarding third report.

2015-09-22 Drafting and review of the Monitor's third report to Court and

7.1

discussions regarding same; calls with Y. Katirai regarding third report.

6

2015-09-29 Discussions, review and coordination of mailing of the meeting and 7.5 claims packages to TravelBrands creditors and employees.

2015-09-30 Discussions, review and coordination of mailing of the meeting and 5.2 claims packages to TravelBrands creditors and employees.

Total 85.3

Adam Boettger Hours

2015-09-10 Review and approve daily employee payments; review and approve 0.5 daily supplier and other operating payments (all currencies).

2015-09-28 Discussions regarding creditor mailing and cash flow review 0.3 process.

2015-09-29 Review and approve operating payments; prepare and send creditor 7.5 packages via email; summarize emailed creditor packages returned due to email address errors; summarize automatic reply notifications received from emailed creditor packages.

2015-09-30 Review and approve operating payments. 0.3

Total

8.6

Marcel Rethore Hours

2015-09-01 Attend TravelBrands offices; discussions with management; 9.5 reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

2015-09-02

2015-09-03

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

Attend Company offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; analyzing pre-filing debt in conjunction with proposed plan of arrangement; and other matters related to the monitoring of the Company.

8.0

9.5

7

Attend status update call with TravelBrands management, Osler and Stikeman; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; reviewing and analyzing draft pro forma financial forecast prepared by TravelBrands management; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; analyzing pre-filing debt in conjunction with proposed plan of arrangement; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; analyzing pre-filing debt in conjunction with proposed plan of arrangement; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; analyzing pre-filing debt in conjunction with proposed plan of arrangement; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; analyzing pre-filing debt in conjunction with proposed plan of arrangement; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; analyzing pre-filing debt in conjunction with proposed plan of arrangement; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; analyzing pre-filing debt in conjunction with proposed plan of arrangement; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; analyzing pre-filing debt in conjunction with proposed plan of arrangement; and other matters related to the monitoring of the Company.

2015-09-04

2015-09-08

2015-09-09

2015-09-11

2015-09-14

2015-09-15

2015-09-16

2015-09-17

7.5

9.3

8.5

7.5

7.5

8.0

7.5

7.5

8

Meeting with T. Saunders regarding the pre-filing debt; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; analyzing pre-filing debt in conjunction with proposed plan of arrangement; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; and other matters related to the monitoring of the Company.

Attend TravelBrands offices; discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; drafting the third report of the Monitor, and other matters related to the monitoring of the Company.

Discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; drafting the third report of the Monitor, preparing creditor packages for mailing; and other matters related to the monitoring of the Company.

Discussions with management; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; drafting the third report of the Monitor, preparing creditor packages for mailing; and other matters related to the monitoring of the Company.

Attend status update call with TravelBrands management, Osler, Stikeman; reviewing and discussing supplier matters; discussions with creditors; reviewing and approving payments; analyzing pre-filing debt in conjunction with creditors mailing.

2015-09-18

2015-09-21

2015-09-22

2015-09-23

2015-09-24

2015-09-25

8.5

9.5

11.5

12.0

14.5

7.5

2015-09-28 Prepare the creditor packages in preparation for mailing to all known 6.0 creditors of TravelBrands.

2015-09-30 Prepare the creditor packages in preparation for mailing to all known 7.5 creditors of TravelBrands.

Total 167.3

9

Mike Schwartzentruber

2015-09-28 Preparing and emailing creditor packages.

Total

Hours

7.5

7.5

Asya Rzhevsky

2015-09-29 Mass mailing of creditor packages.

Total

Hours

0.5

0.5

10

KPMG Inc. Suite 4600 Bay Adelaide Centre 333 Bay Street Toronto, ON M5H 2S5

Payment Address: KPMG LLP, T4348 P.O. Box 4348, Station A Toronto, ON M5W 7A6

December 14, 2015

TravelBrands Inc. 5450 Explorer Drive Mississauga, ON L4W 5N1 Attn: Frank DeMarinis

Invoice

Reference

Client

Contact

Telephone

Email

: 8000905078

: 2000396062

: 1001807052

: Anamika Gadia

: (416) 777-3842

: agadia@kpmg.ca

For professional services rendered for the period October 1 to 31, 2015, in connection with our appointment as Monitor of TravelBrands Inc., pursuant to a Court Order dated May 27, 2015.

Our Fee Disbursements

$ 139,675.00 CAD 21,290.00

HST

$ 160,965.00 CAD

20,925.45

Amount Due

$ 181,890.45 CAD

Payment is due upon receipt

Invoice No: 8000905078

Reference: 2000396062 Client: 1001807052

Amount: $ 181,890.45 CAD

KPMG LLP is a Canadian limited liability partnership and member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. KPMG Canada provides services to KPMG LLP.

Page 1 of 1

Professional Fees Summary For period: October 1 to 31, 2015

ame Position Rate Hours Total Fees

Philip Reynolds Partner $700 21.0 $14,700 Anamika Gadia Partner $650 56.0 $36,400 Aaron Collier Sr. Manager $525 3.8 $1,995 Carl Adjami Sr. Manager $525 1.0 $525 Tim Montgomery Manager $450 56.5 $25,425 Mickael Marchand Manager $400 1.8 $720 Adam Boettger Sr. Consultant $300 67.8 $20,340 Marcel Rethore Sr. Consultant $300 131.0 $39,300 Asya Rzhevsky Technician $150 1.8 $270 Total Hours and Fees 340.7 $139,675

Expense Summary For period: October Ito 31, 2015

Expense Type Amount

Globe and Mail Advertisement $21,044 Mileage and miscellaneous $246 Total Expense $21,290

TravelBrands Inc. Summary of Activities for the Period October 1 to 31, 2015

Philip Reynolds Hours

2015-10-02 Review updated draft of landlord settlement agreement. 0.5

2015-10-05 Review cash flow reporting for the period ended September 25, 0.4 2015.

2015-10-06 Review various comments on the landlord settlement agreement 0.5 from Stikeman and TravelBrands management.

2015-10-08 Attend call with T. Saunders, M. DeLellis and D. Rosenblatt 1.0 regarding dispute resolution mechanism in landlord settlement agreement; various emails regarding same.

2015-10-13 Review weekly cash flow reporting for the week ended October 2, 0.3 2015.

2015-10-15 Review draft GSA in respect of the landlord settlement agreement. 0.5

2015-10-16 Review initial draft of the funding agreement prepared by Osier; 1.0 review plan amendments circulated by Osier.

2015-10-19 Review cash flow reporting for the period ended October 9, 2015; 1.0 attend call with Osier and Stikeman regarding draft funding agreement.

2015-10-22

2015-10-23

Prepare supplemental report to the Monitor's third report regarding preferences and transactions under value review; review of internal memo regarding same.

Review weekly cash flow reporting for the period ended October 16, 2015; attend status update call with TravelBrands management, Osier and Stikeman; review updated version of supplemental report to including comments from Stikeman and Osier.

2.5

2.0

2015-10-24 Review update draft of funding agreement prepared by Osler; review 1.5 and finalize supplemental report to Monitor's third report.

2015-10-27 Attend status update call with TravelBrands management, Osler and 3.0 Stikeman; review notice of disallowance to Gibralt drafted by Osier; review revised funding agreement, draft of asset transfer agreement and amended plan; review email correspondence regarding same.

2015-10-29

Prepare for meeting of creditors; review filed claims (proven and 3.5 disputed); review status of Gibralt matter; finalize meeting script;

1

2015-10-30

review further updates to the funding agreement, the amended plan and the asset transfer agreement; review email correspondence relating to the above.

Attend creditors meeting; discussions with Gibralt's counsel regarding Gibralt claim; review cash flow reporting for the period ended October 23, 2015.

3.3

Total 21.0

Anamika Gadia Hours

Discussions and emails regarding claims process and creditor packages; attend call with TravelBrands management and Osler regarding discussions with travel representatives; call with A. Taylor regarding Bahia and claims process.

Call with M. DeLellis regarding IATA; calls with A. Taylor regarding IATA, Bahia, landlord settlement, claims process and other matters; review revised drafts of landlord settlement agreement and related documents provided by TGF; review cash flow reporting and variance commentary and provide comments on same; attend call with TravelBrands management and Osler regarding discussions with travel representatives.

Review landlord settlement agreement and related documents; attend status update call with TravelBrands management, Osler and Stikeman, discussions and emails regarding claims process.

Call with A. Taylor regarding comments on landlord settlement agreement; emails regarding Prime Shares and email to creditors regarding same; review draft correspondence to creditors prepared by Longview and provide comments thereon; review comments from Osler on same; review comments from TravelBrands management and Stikeman on landlord settlement agreement; provide comments on same; emails and discussions regarding claims process and review status email and email to creditors.

Emails and discussions regarding claims process; emails from Osler regarding comments on landlord settlement agreement; discussions regarding preference review; call with TravelBrands management and Osler regarding discussions with travel representatives; review Bahia set-off letter; email regarding Prime Shares.

Review revised draft of landlord settlement agreement and related documents; review comments from TravelBrands on same; review email regarding preference review; emails and discussions regarding

2015-10-01

2015-10-02

2015-10-05

2015-10-06

2015-10-07

2015-10-08

1.4

2.5

3.3

5.2

1.8

3.5

2

claims process; call with M. DeLellis regarding same and landlord settlement agreement; review claims process status email; emails regarding Bahia, small claims matter, landlord settlement and claims process; call with T. Saunders, M. DeLelllis and D. Rosenblatt regarding dispute resolution mechanism in landlord settlement agreement; emails with M. DeLellis regarding same.

2015-10-09 Call with M. DeLellis and D. Rosenblatt regarding claims process; 1.5 emails and discussions regarding claims process.

2015-10-12 Emails regarding correspondence from another claims purchaser; 0.3 review weekly cash flow report and variance commentary.

2015-10-13 Emails and discussions regarding claims process and preference 1.7 review; review claims process status email; attend status update call with TravelBrands management and Osler.

2015-10-14 Email regarding IATA, landlord settlement agreement; call with A. 0.7 Taylor.

2015-10-15 Emails regarding claims process, landlord settlement and small 0.5 claims matter.

2015-10-16 Emails regarding preference review; emails and discussions 1.6 regarding claims process; attend status update call with TravelBrands management, Osler and Stikeman.

2015-10-18

2015-10-19

2015-10-20

Review funding agreement prepared by Osler and emails regarding same; review letter regarding small claims matter and emails regarding same; review weekly cash flow reporting and variance commentary; review draft report template.

Call with A. Taylor regarding funding agreement; review comments from Stikeman on same; discussions regarding extended cash flow forecast, Gibralt claim; emails and discussions regarding Gibralt claim and claims process; review Stikeman comments on landlord GSA and guarantee; call with Osler and Stikeman regarding funding agreement.

Call with A. Taylor regarding funding agreement; attend meeting with landlord and its counsel, TravelBrands, Osler and Stikeman to discuss landlord settlement agreement; emails and discussions regarding claims process.

2.1

3.5

2.9

2015-10-21 Emails and discussions regarding claims process; call with A. Taylor 0.4 regarding supplemental report.

2015-10-22 Review weekly cash flow reporting and variance reporting; emails 2.0 with P. Hawa regarding small claims matter; emails and discussions

3

regarding supplement to Monitor's third report regarding preference and transfers at undervalue review; draft rider for same.

Emails and discussions regarding claims process; attend status update call with TravelBrands management and Osler; review draft of supplement to Monitor's third report and revised draft including Stikeman's comments; review Stikeman comments on plan amendments.

Review updated draft of supplement to the third report and provide comments on same; emails regarding plan amendments and funding agreement.

Call with former employee who submitted an overtime claim; review revised draft of funding agreement and provide comments thereon; emails and discussions regarding claims process; review updated draft of landlord settlement agreement; emails regarding Gibralt.

Discussions regarding MAC section of funding agreement and redraft of same; emails and discussions regarding the claims process; review claims process status email; attend status update call with TravelBrands management, Osler and Stikeman; call with A. Taylor regarding funding agreement, plan amendments and holdco asset purchase agreement; review notice of disallowance to Gibralt; emails regarding plan amendments and other matters.

Emails and discussions regarding claims process; call with T. Saunders and S. Srithar regarding same; call with M. DeLellis, D. Rosenblatt and A. Taylor regarding funding agreement and holdco asset purchase agreement; call with A. Taylor regarding Gibralt; review updated draft of holdco asset purchase agreement.

Call with A. Taylor regarding holdco asset purchase agreement; subsequent call with M. DeLellis and A. Taylor regarding same; review summary of claims received by claims bar date; review updated meeting script; calls with M. DeLellis regarding claims; call with M. DeLellis and A. Taylor regarding creditors' meeting; Gibralt and the landlord settlement; review of plan amendments and holdco asset purchase agreement.

Call with A. Taylor regarding plan amendments and holdco asset purchase agreement; attend meeting of creditors; discussions with Gibralf s counsel regarding Gibralt claim; review press release; call with M. DeLellis regarding Gibralt and press release; review weekly cash flow reporting and variance commentary.

2015-10-23

2015-10-24

2015-10-26

2015-10-27

2015-10-28

2015-10-29

2015-10-30

2.3

0.5

3.1

3.5

2.4

4.8

4.5

Total 56.0

4

Aaron Collier Hours

2015-10-01 Discussions regarding administering of the claims process and 2.2 communications received to date.

2015-10-02

Discussions regarding administering of the claims process and

1.6 communication received to date; review of weekly cash flow for reporting to BMO, TICO.

Total 3.8

Carl Adjami

2015-10-13 Respond to calls from French speaking creditors.

Total

Hours

1.0

1.0

Tim Montgomery Hours

2015-10-20 Reviewing claims, notices of dispute and proxies received; emails 5.1 and discussions with TravelBrands regarding same; responding to creditor calls and emails; discussions and emails regarding claims process.

2015-10-26

Reviewing claims, notices of dispute and proxies received; emails 4.5 and discussions with TravelBrands regarding same; responding to creditor calls and emails; updating claims and voting summary; discussions and emails regarding claims process.

Reviewing claims, notices of dispute and proxies received; emails 6.7 and discussions with TravelBrands regarding same; responding to creditor calls and emails; updating claims and voting summary; discussions and emails regarding claims process.

Reviewing claims, notices of dispute and proxies received; emails 5.4 and discussions with TravelBrands regarding same; responding to creditor calls and emails; attend status update call with TravelBrands management, Osier and Stikeman; conference call with T. Saunders and S. Srithar regarding claims process; discussions and emails regarding claims process.

Reviewing claims, notices of dispute and proxies received; emails 7.5 and discussions with TravelBrands regarding same; responding to

2015-10-21

2015-10-22

2015-10-23

5

2015-10-30

creditor calls and emails; updating claims and voting summary; discussions and emails regarding claims process.

Reviewing claims, notices of dispute and proxies received; emails 7.5 and discussions with TravelBrands regarding same; responding to creditor calls and emails; attend status update call with TravelBrands management, Osler and Stikeman; discussions and emails regarding claims process.

Reviewing claims, notices of dispute and proxies received; emails 7.5 and discussions with TravelBrands regarding same; responding to creditor calls and emails; updating claims and voting summary; discussions and emails regarding claims process.

Reviewing claims, notices of dispute and proxies received; emails 7.5 and discussions with TravelBrands regarding same; responding to creditor calls and emails; updating claims and voting summary; discussions and emails regarding claims process.

Attend creditors meeting; various discussions regarding Gibralt 4.8 claim.

2015-10-27

2015-10-28

2015-10-29

Total 56.5

Mickael Marchand Hours

2015-10-21 Respond to calls from French speaking creditors. 0.3

2015-10-22 Respond to calls from French speaking creditors. 0.5

2015-10-23 Respond to calls from French speaking creditors. 0.5

2015-10-26 Respond to calls from French speaking creditors. 0.5

Total 1.8

Adam Boettger Hours

2015-10-01 Approve daily operating payments; preparation of daily cash 1.6 reconciliation for September 28, 2015; review sent emails to ensure all creditors were advised of claims process.

2015-10-02 Preparation of daily cash reconciliation for September 29, 2015. 0.2

6

2015-10-05 Approve daily operating expense payments; preparation of daily cash 0.8 reconciliations for several prior days.

2015-10-06 Attend at TravelBrands' offices; review and approve daily operating 7.5 expenses; complete daily cash reconciliations for several prior days.

2015-10-07 Team planning meeting on daily monitoring tasks; review and 4.2 approve daily operating expenses; complete daily cash reconciliations for several prior days.

2015-10-08 Attend at TravelBrands' offices; review and approve daily operating 5.6 payments; complete daily cash reconciliation for prior days.

2015-10-09 Review available cash balance; preparation of daily cash 1.1 reconciliations for prior days.

2015-10-13 Attend at TravelBrands' offices; prepare prior days' daily cash 6.0 reconciliation documents; prepare current daily cash reconciliation; review and approve daily operating expense payments.

Attend at TravelBrands' offices; prepare prior days' daily cash reconciliation documents; review and approve daily operating expense payments.

Attend at TravelBrands' offices; prepare prior days' daily cash reconciliation documents; review and approve daily operating expense payments; draft commentary for weekly cash flow variance report.

Review and approve daily operating expense payments.

Review weekly trust reconciliation and approve cash transfer from trust account to operating account; prepare daily cash reconciliation.

Review and approve daily operating payments; prepare weekly cash flow.variances report with commentary for the week ended October 16, 2015.

Attend at TravelBrands' offices; review and approve daily operating expense payments; draft and edit commentary for weekly cash flow variance report; prepare daily cash reconciliations for prior dates.

2015-10-14

2015-10-15

2015-10-16

2015-10-20

2015-10-21

2015-10-22

5.7

6.0

0.3

0.4

1.9

5.5

2015-10-23

Review and approve transfer of funds to credit card vendor; finalize 1.1 commentary for weekly cash flow variance report and send to required parties; prepare daily cash flow reconciliations for previous dates.

7

2015-10-26

2015-10-27

Attend at TravelBrands' offices; review and approve daily operating payments; upload Supplement to the Third Report of the Monitor to Monitor's website.

Attend at TravelBrands' offices; review and approve daily operating payments; prepare daily cash reconciliations for prior days; discussions with management regarding updated cash flow forecast; review and approve weekly trust cash movement.

5.7

5.0

2015-10-28 Prepare daily cash reconciliation for prior days; review and approve 0.5 daily operating payments.

2015-10-29 Attend at TravelBrands' offices; discussion with management 6.6 regarding potential cash deficit per forecasted figures; review and approve daily operating expenses; review and approve trust reconciliation and fund transfer; follow-up with management on actual cash flows for the week ended October 23, 2015; review and approve transfer of fund to purchase foreign currencies.

Total 67.8

Marcel Rethore Hours

2015-10-01 Responding to creditor questions regarding the Meeting of Creditors 7.5 and Claims Process.

2015-10-02 Responding to creditor questions regarding the Meeting of Creditors 7.5 and Claims Process.

2015-10-05 Responding to creditor inquiries regarding the Meeting of Creditors 7.5 and Claims Process and other matters related to the monitoring of the Company.

2015-10-06

2015-10-07

2015-10-08

Responding to creditor inquiries regarding the Meeting of Creditors and Claims Process and other matters related to the monitoring of the Company.

Responding to creditor inquiries regarding the Meeting of Creditors and Claims Process and other matters related to the monitoring of the Company.

Responding to creditor inquiries regarding the Meeting of Creditors and Claims Process and other matters related to the monitoring of the Company.

8.5

8.5

8.5

8

Responding to creditor inquiries regarding the Meeting of Creditors and Claims Process and other matters related to the monitoring of the Company.

Responding to creditor inquiries regarding the Meeting of Creditors and Claims Process, performing the preference review and other matters related to the monitoring of the Company.

Responding to creditor inquiries regarding the Meeting of Creditors and Claims Process, performing the preference review and other matters related to the monitoring of the Company.

Responding to creditor inquiries regarding the Meeting of Creditors and Claims Process, performing the preference review and other matters related to the monitoring of the Company.

Responding to creditor inquiries regarding the Meeting of Creditors and Claims Process, performing the preference review and other matters related to the monitoring of the Company.

Responding to creditor inquiries regarding the Meeting of Creditors and Claims Process, performing the preference review and other matters related to the monitoring of the Company.

Responding to creditor inquiries regarding the Meeting of Creditors and Claims Process, performing the preference review and other matters related to the monitoring of the Company.

Responding to creditor inquiries regarding the Meeting of Creditors and Claims Process, performing the preference review and other matters related to the monitoring of the Company.

Responding to creditor inquiries regarding the Meeting of Creditors and Claims Process, and other matters related to the monitoring of the Company.

Responding to creditor inquiries regarding the Meeting of Creditors and Claims Process, and other matters related to the monitoring of the Company.

2015-10-09

2015-10-13

2015-10-14

2015-10-15

2015-10-16

2015-10-19

2015-10-20

2015-10-21

2015-10-22

2015-10-23

7.5

7.5

8.5

10.0

7.5

7.5

9.5

9.5

8.0

7.5

Total 131.0

Asya Rzhevsky Hours

2015-10-07 Mailing to creditors letter from TravelBrands and press release. 1.4

9

2015-10-08

Prepare affidavit of mailing regarding letter from TravelBrands and 0.4 press release sent to creditors.

Total 1.8

10

For professional services rendered for the period November 1 to 30, 2015, in connection with our appointment as Monitor of TravelBrands Inc., pursuant to a Court Order dated May 27, 2015.

Our Fee Disbursements

HST

Amount Due

Payment is due upon receipt

$ 80,560.00 CAD 1,905.00

82,465.00 CAD

10,720.45

93,185.45 CAD

KPMG Inc. Suite 4600 Bay Adelaide Centre 333 Bay Street Toronto, ON M5H 2S5

Payment Address: KPMG LLP, T4348 P.O. Box 4348, Station A Toronto, ON M5W 7A6

December 15, 2015

TravelBrands Inc. 5450 Explorer Drive Mississauga, ON L4W 5N1 Attn: Frank DeMarinis

Invoice

Reference

Client

Contact

Telephone

Email

: 8000906551

: 2000396062

:1001807052

: Anamika Gadia

: (416) 777-3842

: agadia@kpmg.ca

Invoice No: 8000906551

Reference: 2000396062 Client: 1001807052

Amount: $ 93,185.45 CAD

KPMG LLP is a Canadian limited liability partnership and member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. KPMG Canada provides services to KPMG LLP.

Page 1 of 1

Professional Fees Summary For period: November 1 to 30 2015

ame Position Rate Hours Total Fees

Philip Reynolds Partner $700 4.0 $2,800 Anamika Gadia Partner $650 47.8 $31,070 Tim Montgomery Manager $450 10.8 $4,860 Mickael Marchand Manager $400 1.0 $400 Adam Boettger Sr. Consultant $300 23.8 $7,140 Marcel Rethore Sr. Consultant $300 114.3 $34,290 Total Hours and Fees 201.7 $80,560

Expense Summary For period: November 1 to 30, 2015

Expense Type Amount Local transportation (taxi, mileage) $1,140 Meals and miscellaneous $765 Total Expense $1,905

TravelBrands Inc. Summary of Activities for the Period November 1 to 30, 2015

Philip Reynolds Hours

2015-11-10 Attend status update call with TravelBrands management, Osler and 1.0 Stikeman; call with Stikeman regarding current situation with Gibralt and upcoming sanction hearing.

2015-11-25 Review draft of Monitor's fourth report to Court and provide 1.0 comments thereon.

2015-11-26 Review draft of affidavit regarding stay extension as well as draft 0.5 Order.

2015-11-27 Review weekly cash flow reporting. 0.5

2015-11-30 Review updated version of Monitor's Fourth Report incorporating 1.0 comments from Stikeman.

Total 4.0

Anamika Gadia Hours

2015-11-01 Review update draft of funding agreement and provide comments 0.5 thereon.

2015-11-02

2015-11-03

Emails regarding the funding agreement; discussions regarding claims process and creditor inquiries; call with T. Saunders; review media monitoring provided by Longview.

Attend status update call with TravelBrands management and Osler; emails and discussions regarding status of claims and creditor inquiries.

1.1

0.8

2015-11-05 Emails regarding litigation claim filed; review documents provided 0.9 by P. Hawa; emails regarding trust fund movements.

2015-11-06 Review weekly cash flow reporting and variance commentary; attend 1.0 status update call with TravelBrands management and Osler.

2015-11-09 Call with J. MacDonald regarding Gibralt claim. 0.2

2015-11-10 Attend status update call with TravelBrands management and Osier; 0.7 call with A. Taylor regarding Gibralt and Monitor's report.

1

2015-11-11

2015-11-12

2015-11-13

2015-11-16

2015-11-17

2015-11-18

2015-11-20

2015-11-23

Discussions regarding Monitor's next report to Court. 0.3

Emails regarding late filed claims. 0.2

Review media monitoring provided by Longview; attend status 1.5 update call with TravelBrands management and Osler; call with A. Taylor regarding Monitor's next report to Court and update to stakeholders on Monitor's website; review draft of stakeholder update; review weekly cash flow reporting and variance commentary.

Review sample layoff letter and discussions regarding same. 0.4

Attend status update call with TravelBrands management and Osler; 1.2 call with D. Rosenblatt regarding layoff letter and potential severance claims; review summary of disputed claims.

Review preliminary year-end results; emails regarding claims. 0.5

Emails regarding Gibralt timetable, notices of disallowance and 5.4 disputes; review weekly cash flow reporting and variance commentary; review draft of Monitor's fourth report to Court and discussions regarding same; attend status update call with TravelBrands management and Osler.

Emails regarding Gibralt scheduling hearing and stay extension; 11.5 review and draft Monitor's fourth report to Court; discussions regarding same and claims and voting summaries for the report.

2015-11-24 Draft Monitor's fourth report to Court; emails and discussions 7.3 regarding same.

2015-11-25 Revise Monitor's fourth report to Court; emails regarding CRA audit 2.3 and stay extension.

2015-11-26 Emails regarding stay extension and Gibralt; call with M. DeLellis 0.6 regarding same and other matters.

2015-11-27 Review weekly cash flow reporting and variance commentary; attend 0.5 status update call with TravelBrands and Osler.

2015-11-29 Review draft press release; review draft stay extension affidavit and 3.8 order and provide comments thereon; review revised draft of Monitor's fourth report; review claims information for affidavit.

2015-11-30 Review comments from Stikeman on draft fourth report; update 7.1 fourth report to Court for cash flow and stay extension sections; call with A. Taylor regarding fourth report; review of updated affidavit;

2

discussions and emails regarding claims tables for affidavit and report, Gibralt and updated cash flow forecast; call with T. Saunders regarding supplier pressures and cash flow forecast; call with M. DeLellis regarding same.

Total . 47.8

Tim Montgomery Hours

2015-11-02 Review and respond to creditor correspondence and inquiries. 1.7

2015-11-03 Review and respond to creditor correspondence and inquiries; attend 2.6 status update call with TravelBrands management, Osler and Stikeman; correspondence with TravelBrands regarding notices of dispute.

2015-11-04 Review and respond to creditor correspondence and inquiries; emails 1.4 and discussions with TravelBrands regarding notices of dispute.

2015-11-05 Review and respond to creditor correspondence and inquiries; 1.6 discussions with T. Saunders regarding notices of disputes; various emails and discussions regarding Claims Recovery Group.

2015-11-06 Review and respond to creditor correspondence and inquiries; 1.1

2015-11-09 Review and respond to creditor correspondence and inquiries; 1.5

2015-11-10 Various emails and discussions regarding Claims Recovery Group. 0.6

2015-11-17 Various emails and discussions regarding Claims Recovery Group. 0.3

Total 10.8

Mickael Marchand

Hours

2015-11-04 Respond to calls from French speaking creditors. 0.5

2015-11-09 Respond to calls from French speaking creditors. 0.5

Total 1.0

3

Adam Boettger Hours

2015-11-02 Attend at TravelBrands' offices; review and approve operating 5.5 expense payments.

2015-11-03 Attend at TravelBrands' offices; review and approve daily operating 5.0 expenses; review and approve weekly trust fund transfer; review and approve transfer to credit card company; review and approve foreign currency transfer.

2015-11-06

Review and approve daily operating payments. 0.2

Attend at TravelBrands' offices; review and approve daily operating 6.5 payments; discussion with accounting regarding timing of payment for outstanding professional fees; review and approve additional trust movement for the week; prepare weekly variance report for the week ended October 30, 2015 with commentary.

Finalize and send weekly variance report for the week ended October

0.6 30, 2015 to all required parties; review and approve transfer to credit card; review and approve daily operating payments.

2015-11-04

2015-11-05

2015-11-09 Complete daily cash reconciliations for prior days. 0.9

2015-11-13 Review and approve daily operating payments. 0.1

2015-11-16 Prepare daily cash reconciliations for prior days. 0.5

2015-11-17 Prepare daily cash reconciliations for prior days. 0.6

2015-11-18 Prepare daily cash reconciliations for prior days; prepare daily cash 0.5 reconciliation for the current date.

2015-11-19 Prepare daily cash reconciliations for prior days; discussion with 2.0 management about discrepancies in daily cash reconciliations.

2015-11-22 Complete daily cash reconciliation. 0.2

2015-11-25 Complete daily cash reconciliations for current date; prepare daily 0.8 cash reconciliations for previous dates.

2015-11-30 Complete daily cash reconciliations for prior dates. 0.4

Total 23.8

4

Marcel 'Whore Hours

Responding to creditor inquiries regarding the Meeting of Creditors and Claims Process; reviewing and approving payments and other matters related to the monitoring of the Company.

Attend TravelBrands' offices; responding to creditor inquiries regarding the Meeting of Creditors and Claims Process; reviewing and approving payments and other matters related to the monitoring of the Company.

Responding to creditor inquiries regarding the Meeting of Creditors and Claims Process, reviewing the Company's weekly cash flow, preparing the Fourth Report of the Monitor, discussions regarding same and outstanding claims; and other matters related to the monitoring of the Company.

Attend TravelBrands' offices; responding to creditor inquiries regarding the Meeting of Creditors and Claims Process; reviewing and approving payments; and other matters related to the monitoring of the Company.

Responding to creditor inquiries regarding the Meeting of Creditors and Claims Process; reviewing and approving payments; and other matters related to the monitoring of the Company.

2015-11-09

2015-11-10

2015-11-11

2015-11-12

2015-11-13

3.5

4.5

7.5

7.5

7.5

2015-11-16 Attend TravelBrands' offices; discussions with management; 7.5 reviewing and discussing supplier matters; responding to creditor inquiries regarding the Meeting of Creditors and Claims Process; reviewing and approving payments; drafting the Fourth Report of the Monitor; and other matters related to the monitoring of the Company.

Attend TravelBrands' offices; discussions with management; reviewing and discussing supplier matters; responding to creditor inquiries regarding the Meeting of Creditors and Claims Process; reviewing and approving payments; drafting the Fourth Report of the Monitor; and other matters related to the monitoring of the Company.

Attend TravelBrands' offices; discussions with management; reviewing and discussing supplier matters; responding to creditor inquiries regarding the Meeting of Creditors and Claims Process; reviewing and approving payments; drafting the Fourth Report of the Monitor; and other matters related to the monitoring of the Company.

Attend TravelBrands' offices; discussions with management; reviewing and discussing supplier matters; responding to creditor inquiries regarding the Meeting of Creditors and Claims Process; reviewing and approving payments; drafting the Fourth Report of the Monitor; and other matters related to the monitoring of the Company.

2015-11-17

2015-11-18

2015-11-19

6.0

7.5

6.5

5

Attend TravelBrands' offices; discussions with management; reviewing and discussing supplier matters; responding to creditor inquiries regarding the Meeting of Creditors and Claims Process; reviewing and approving payments; drafting the Fourth Report of the Monitor; and other matters related to the monitoring of the Company.

Attend TravelBrands' offices; discussions with management; reviewing and discussing supplier matters; responding to creditor inquiries regarding the Meeting of Creditors and Claims Process; reviewing and approving payments; drafting the Fourth Report of the Monitor; and other matters related to the monitoring of the Company.

Attend TravelBrands' offices; discussions with management; reviewing and discussing supplier matters; responding to creditor inquiries regarding the Meeting of Creditors and Claims Process; reviewing and approving payments; drafting the Fourth Report of the Monitor; and other matters related to the monitoring of the Company.

Discussions with management; reviewing and discussing supplier matters; responding to creditor inquiries regarding the Meeting of Creditors and Claims Process; reviewing and approving payments; and other matters related to the monitoring of the Company.

6.5

7.5

7.5

2015-11-20

2015-11-23

2015-11-24

2015-11-25 7.5

7.5

7.0

12.8

11/26/2015 Attend TravelBrands' offices; discussions with management; reviewing and discussing supplier matters; responding to creditor inquiries regarding the Meeting of Creditors and Claims Process; reviewing and approving payments; reviewing Notices of Revision or Disallowance and other materials; and other matters related to the monitoring of the Company.

11/27/2015 Discussions with management; reviewing and discussing supplier matters; responding to creditor inquiries regarding the Meeting of Creditors and Claims Process; reviewing and approving payments, reviewing Notices of Revision or Disallowance, and other matters related to the Monitor's report and the monitoring of the Company.

11/30/2015 Attend TravelBrands' offices; discussions with management; reviewing and discussing supplier matters; responding to creditor inquiries regarding the Meeting of Creditors and Claims Process; reviewing and approving payments; updating the Fourth Report of the Monitor; reviewing the affidavit and providing comments thereon; and other matters related to the monitoring of the Company.

Total 114.3

6

KPMG Inc. Suite 4600 Bay Adelaide Centre 333 Bay Street Toronto, ON M5H 2S5

Payment Address: KPMG LLP, T4348 P.O. Box 4348, Station A Toronto, ON M5W 7A6

January 07, 2016

TravelBrands Inc. 5450 Explorer Drive Mississauga, ON L4W 5N1 Attn: Frank DeMarinis

Invoice

Reference

Client

Contact

Telephone

Email

: 8000927881

: 2000396062

: 1001807052

: Anamika Gadia

: (416) 777-3842

: agadia@kpmg.ca

For professional services rendered for the period December 1 to 31, 2015, in connection with our appointment as Monitor of TravelBrands Inc., pursuant to a Court Order dated May 27, 2015.

Our Fee

$ 31,180.00 CAD Disbursements

792.00

31,972.00 CAD

HST

4,156.36

Amount Due

36,128.36 CAD

Payment is due upon receipt

Invoice No: 8000927881

Reference: 2000396062 Client: 1001807052

Amount: $ 36,128.36 CAD

KPMG LLP is a Canadian limited liability partnership and member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ("KPMG International"), a Swiss entity. KPMG Canada provides services to KPMG LLP.

Page 1 of 1

Professional Fees Summary For period: December 1 to 31, 2015

Name Position

Partner Partner Sr. Consultant Sr. Consultant

Rate

$700 $650 $300 $300

Hours

0.5 10.6 3.4

76.4

Total Fees

Philip Reynolds Anamika Gadia Adam Boettger Marcel Rethore

$350 $6,890 $1,020

$22,920 Total Hours and Fees 90.9 $31,180

Expense Summary" For period: December 1 to 31, 2045

Expense Type Amount

Mileage and miscellaneous $792 Total Expense $792

TravelBrands Inc. Summary of Activities for the Period December 1 to 31, 2015

Philip Reynolds Hours

2015-12-02 Review updated draft of Monitor's fourth report. 0.5

Total

0.5

Anamika Gadia Hours

2015-12-01 Call with A. Taylor regarding comments on draft Monitor's report; 3.1 review and discussions regarding updated cash flow forecast and variance analysis and claims tables for Monitor's report; review of year-end results and emails and discussions regarding same; review comments from Osler on draft Monitor's report.

Review comments from Stikeman in respect of Osler comments on 1.9 draft report; call with A. Taylor regarding same; emails with D. Rosenblatt regarding Monitor's report; review updated draft of Monitor's report and finalize.

Emails regarding supplier issues. 0.3

Emails with Longview and Osler regarding potential communication 0.9 to suppliers; review Gibralt's supplemental affidavit; review weekly cash flow variance reporting.

Attend Court for stay extension hearing; emails regarding 1.3 outstanding claims and Gibralt; call with T. Saunders regarding employee terminations and subsequent call with T. Saunders, G. Roberts and M. DeLellis regarding same; call with M. DeLellis and D. Rosenblatt.

2015-12-02

2015-12-03

2015-12-04

2015-12-07

2015-12-08 Call with R. Smart of TICO regarding status of the plan of 0.8 arrangement; attend status update call with TravelBrands and Osler.

2015-12-10 Discussions regarding outstanding claims and review of draft email 0.5 to creditors; emails regarding supplier issues.

2015-12-11 Emails regarding supplier issues. 0.2

2015-12-13 Review weekly cash flow variance reporting and emails regarding 0.2 same.

2015-12-14 Call with M. DeLellis regarding Gibralt, plan sanction timing and 0.3 other matters.

2015-12-15 Call with A. Taylor regarding the funding agreement; emails 0.7 regarding IATA covenants and outstanding claims.

2015-12-22 Review weekly cash flow variance reporting and emails regarding 0.4 same; emails regarding supplier issues.

Total 10.6

Adam Boettger Hours

2015-12-01 Prepare daily cash reconciliation for the current date. 0.2

2015-12-02 Prepare daily cash reconciliation for the current date. 0.2

2015-12-05 Complete daily cash reconciliations for prior dates. 0.4

2015-12-08 Prepare daily cash reconciliation for the current date; complete daily 1.1 cash reconciliations for prior dates.

2015-12-11 Complete daily cash reconciliation for a prior dates. 0.2

2015-12-16 Complete daily cash reconciliations for prior dates; prepare daily cash 0.7 reconciliation for current date.

2015-12-17 Complete daily cash reconciliations for prior dates. 0.4

2015-12-19 Prepare daily cash reconciliation for the current date. 0.2

Total

3.4

Marcel Rethore Hours

2015-12-01 Attend TravelBrands' offices; discussions with management; 12.5 reviewing and discussing supplier matters; responding to creditor inquiries; reviewing and approving payments; drafting the fourth report of the Monitor; and other matters relateing to the monitoring of the Company.

2015-12-02

Discussions with management; reviewing and discussing supplier 6.8 matters; responding to creditor inquiries; revieweing and approving payments; drafting the fourth report of the Monitor; and other matters related to the monitoring of the Company.

2

2015-12-03 Attend a call with an international creditor with inquiries regarding 0.5 the plan of arrangement.

2015-12-07 Review and approve payments. 0.8

2015-12-08 Attend TravelBrands' offices; discussions with management; 6.8 reviewing and discussing supplier matters; responding to creditor inquiries; reviewing and approving payments; and other matters related to the monitoring of the Company.

2015-12-09 Reivew and approve payments; review supplier issues; post Court 1.2 materials from December 7 to the Monitor's website.

2015-12-10 Attend TravelBrands' offices; discussions with management; 8.5 reviewing and discussing supplier matters; responding to creditor inquiries; reviewing and approving payments; compile notices of disallowance to be sent to creditors; and other matters related to the monitoring of the Company.

2015-12-11 Review and approve payments. 0.6

2015-12-15 Attend TravelBrands' offices; discussions with management; 7.5 reviewing and discussing supplier matters; responding to creditor inquiries; reviewing and approving payments; and other matters related to the monitoring of the Company.

2015-12-17 Attend TravelBrands' offices; discussions with management; 5.0

reviewing and discussing supplier matters; responding to creditor inquiries; reviewing and approving payments; and other matters related to the monitoring of the Company.

2015-12-18 Update and send notices of dispute and notices of disallowance. 3.0

2015-12-21

2015-12-22

2015-12-23

Attend TravelBrands' offices; discussions with management; reviewing and discussing supplier matters; responding to creditor inquiries; revieweing and approving payments; and other matters related to the monitoring of the Company.

Attend TravelBrands' offices; discussions with management; reviewing and discussing supplier matters; responding to creditor inquiries; reviewing and approving payments; and other matters related to the monitoring of the Company.

Attend TravelBrands' offices; discussions with management; reviewing and discussing supplier matters; responding to creditor inquiries; reviewing and approving payments; and other matters related to the monitoring of the Company.

4.9

5.9

4.5

3

2015-12-29

2015-12-30

Attend TravelBrands' offices; discussions with management; reviewing and discussing supplier matters; responding to creditor inquiries; reviewing and approving payments; and other matters related to the monitoring of the Company.

Attend TravelBrands' offices; discussions with management; reviewing and discussing supplier matters; responding to creditor inquiries; reviewing and approving payments; and other matters related to the monitoring of the Company.

4.5

3.5

Total 76.4

4

THIS IS EXHIBIT REFERRED TO IN THE AFFIDAVIT OF

lajee 1) SWORN S' EFORE ME THIS /c2

DAY ph' ,14-421Y ,20 7.6

A Cowes= , ETC.

Exhibit B

Summary of total professional fees and disbursements for the period of May 27, 2015 to December 31, 2015

Invoice Period of service Fees Disbursements 1-1ST Total 8000733716 May 27, 2015 to June 30, 2015 301,130.00 1,175.00 39,299.65 $ 341,604.65

8000789254 July 1, 2015 to July 30, 2015 156,085.00 4,930.00 20,931.95 $ 181,946.95

8000850542 August 1, 2015 to August 31, 2015 106,800.00 2,994.00 14,273.22 $ 124,067.22

8000861702 September 1, 2015 to September 30, 2015 170,263.00 873.00 22,247.68 $ 193,383.68

8000905078 October 1, 2015 to October 31, 2015 139,675.00 21,290.00 20,925.45 $ 181,890.45

8000906551 November 1, 2015 to November 30, 2015 80,560.00 1,905.00 10,720.45 $ 93,185.45

8000927881 December 1, 2015 to December 31, 2015 31,180.00 792.00 4,156.36 $ 36,128.36

Total 985,693.00 33,959.00 132,554.76 $ 1,152,206.76

I ' All figures are presented in Canadian dollars

THIS IS EXHIBIT PI C 1 1 REFERRED TO IN THE AFFIDAVIT OF

?ep )0dev, ' Oef-f4-'6ed-r SWORN BEgiolqE ME THIS 1,97?41-`- DAY OF ertitarsi' ,20

A dommissio , ETC.

Exhibit C

Summary of total fees and disbursements for the period of May 27, 2015 to December 31, 2015 by position

Name Position Rate Hours Total fees

Philip Reynolds Partner $ 700 149.4 $ 104,580 Neil Blair Partner $ 700 3.0 $ 2,100 Anamika Gadia Partner $ 650 406.0 $ 263,900 Aaron Collier Senior Manager $ 525 342.6 $ 179,865 Carl Adjami Senior Manager $ 525 1.0 $ 525 Robin Lee Santoro Senior Manager $ 500 0.2 5 100 Tim Montgomery Manager $ 450 67.3 $ 30,285

Mickael Marchand Manager $ 400 2.8 $ 1,120 Michael Levine Manager $ 375 23.5 5 8,813

Adam Boettger Senior Consultant $ 300 1219 $ 37,170 Marcel Rethore Senior Consultant $ 300 1,080.0 $ 323,985

Diane Lambert Senior Consultant $ 300 3.5 $ 1,050

Sven Dedic Senior Consultant $ 300 . 7.0 $ 2,100 Mike Schwartzentruber Senior Consultant $ 300 7.5 $ 2,250 James Rockwood Analyst $ 200 84.0 $ 16,800

Eric Nguyen Analyst $ 200 35.0 $ 7,000

Asya Rzhevslcy Technician $ 150 27.0 $ 4,050

Total 2,3637 $ 985,693

1 ' All figures are presented in Canadian dollars

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C., 1985, c.C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF TRAVELBRANDS INC.

Court File No. CV-15-10980-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

Proceeding commenced at Toronto

AFFIDAVIT OF PHILIP JOSEPH REYNOLDS (SWORN JANUARY 12, 2016)

STIKEMAN ELLIOTT LLP Barristers & Solicitors 5300 Commerce Court West 199 Bay Street Toronto, Canada M5L 1B9

Ashley John Taylor LSUC# 39932E Tel: (416) 869-5236 Fax: (416) 947-0866 Email: ataylor@stikeman.com

Lawyers for the Monitor

 

 

 

 

 

 

 

 

Appendix E  

 

 

 

 

 

 

 

Court File No. CV-15-10980-00CL

ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF TRA VELBRANDS INC.

AFFIDAVIT OF ASHLEY JOHN TAYLOR SWORN JANUARY 12, 2016

I, ASHLEY JOHN TAYLOR, of the City of Toronto, in the Province of Ontario,

MAKE OATH AND SAY:

1. I am a Partner in the law firm Stikeman Elliott LLP ("Stikeman"), counsel

for KPMG Inc. ("KPMG"), in its capacity as the Court-appointed Monitor of

TravelBrands Inc. ("Travel Brands" or the "Company") and, as such, I have knowledge

of the matters to which I hereinafter depose.

2. On May 27, 2015, TravelBrands obtained protection from its creditors

under the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the

"CCAA") pursuant to the initial order granted by the Honourable Justice Newbould

(the "Initial Order"). Pursuant to the Initial Order, KPMG was appointed as monitor

(the "Monitor") of TravelBrands. The proceedings commenced by TravelBrands under

the CCAA will be referred to herein as the "CCAA Proceedings".

3. This affidavit is made in support of a motion for, inter alia, the approval of

the fees and disbursements of Stikeman for the period from May 15, 2015 to December

31, 2015. During the period from May 15, 2015 to December 31, 2015, Stikeman Elliott

-2-

docketed 409.50 hours in respect of the CCAA Proceedings, amounting to legal fees in

the amount of $298,620.85 and disbursements and other charges in the amount of

$794.72 plus Harmonized Sales Tax ("HST") of $38,905.68. Attached and marked

collectively as Exhibit "A" to this Affidavit are copies of the accounts rendered by

Stikeman Elliott to the Monitor in connection with the CCAA Proceedings from May 15,

2015 to December 31, 2015, in the total amount of $338,321.25, which have been redacted

to remove confidential information and Stikeman Elliott's banking coordinates.

4. Attached hereto as Exhibit "B" is a schedule summarizing each invoice in

Exhibit "A", the fees, disbursements, HST and total fees charged for each invoice.

5. Attached hereto as Exhibit "C" is a schedule summarizing the billing rates

and total amounts billed with respect to each member of Stikeman that rendered

services in the CCAA Proceedings from May 15,2015 to December 31,2015.

6. The hourly billing rates applied in the invoices of Stikeman are Stikeman' s

normal hourly rates which were in effect from May 15, 2015 to December 31, 2015 and

are comparable to the hourly rates charged by Stikeman for services rendered in

relation to similar proceedings. The rates charged by Stikeman throughout the course

of the CCAA Proceedings are comparable to the rates charged by other law firms in the

Toronto market for the provision of similar services. I believe that the total hours

incurred by Stikeman on this matter were reasonable and appropriate in the

circumstances.

7. Additional professional time will be required to complete the CCAA

Proceedings. The additional fees and disbursements of Stikeman estimated to be

incurred up to the date of the Monitor's discharge and the completion of the CCAA

Proceedings are $25,000.

6507283 v1

-3-

8. Stikeman requests that the Court approve its accounts for the period of

May 15, 2015 to December 31, 2015 and its estimate of fees to the completion of the

CCAA Proceedings.

SWORN BEFORE ME at the City

of Toronto, in the Province of

Ontario, on January 12, 2016.

c ]<;;7 ommisswner or a mg

Affidavits

G~tt6·VJ

=?,..-rn~c..,_ ~ GrA~1

6507283 vl

TAB A

EXHIBIT "A"

referred to in the Affidavit of

ASHLEY JOHN TAYLOR

Sworn January 12, 2016

Commissioner for Taking Affidavits

KPMGinc. 333 Bay Street Suite4600

STIKEMAN ELLIOTT

Stikeman Elliott LLP, Barristers & Solicitors

5300 Commerce Court West, 199 Bay Street, Toronto, Canada MSL 1B9

Tel: (416) 869-5500 Fax: (416) 947-0866 www.stikeman.com

Invoice

G.S.T./H.S.T. NO. 1214111360001 Q.S.T. No. 1018978624

June l2015 File No. 0142841030

Client's Reference No. 014284 Bay Adelaide Centre Toronto, ON M5H 2S5 Invoice No. 5353277

Attention: Philip Reynolds

FOR PROFESSIONAL SERVICES RENDERED in connection with Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc. for the period up to May 31,2015.

May 13,2015

May 14,2015

May15,2015

May15,2015

May 15,2015

May 19,2015 May 22,2015

May 23,2015

May24,2015

May 24,2015

6412478 vl

Timekeeper Hours

P. Corney 0.58

P. Corney 0.50

P. Corney 0.25

D,J. MacKenzie 2.00

A.J. Taylor 2.42

A.J. Taylor 0.17 A,J. Taylor 1.08

A.J. Taylor 3.50

P. Corney 0.25

A.J. Taylor 0.75

Description

Reviewing pre-filing report against commercial list guidelines. Compiling GSA schedules for security review. Compiling full GSAs for Osler sign-off re completeness. Review security, articles and searches; prepare draft opinion; revise disclosure in monitor's report. Emails re Pre-Filing Report; Conversation with P. Corney re Security Review; Review comments on draft reports; Revise draft report; All emails. Telephone conversation with A Gadia; Conference call with Osler and KPMG; Conversation withY. Katirai. Review and comment on draft affidavit; Emails with KPMG; Emails with Patrick Corney. Mark up affidavit. Updating Osler affidavit per KPMG comments; email to working group. Review draft initial order. Emails with

Amount

255.20

220.00

110.00

1,900.00

1,936.00

136.00 864.00

2,800.00

110.00

600.00

Page 1 of 5

May 25,2015 May 25,2015

May 26,2015

May26, 2015

May 26,2015 May 26,2015

May26, 2015

May 27,2015

May27, 2015 May 27,2015 May27, 2015

May 28,2015

May 28,2015

May 29,2015 May 29,2015

6412478 vl

STIKEMAN ELLIOTT

Timekeeper Hours Description

P. Corney 0.10 A.J. Taylor 3.08

B. Lorusso 0.40

D.J. MacKenzie 0.33

S.L. Perrin 0.60 H.J. Rosenoff 1.08

A.J. Taylor 8.17

P. Corney 1.00

P. Corney 0.68 P. Corney 0.17 A.J. Taylor 2.75

P. Corney 0.17

A.J. Taylor 0.50

P. Corney 0.50 A.J. Taylor 2.67

KPMG. Call with Osler, KPMG. Emails. Attendance at 9:30 appointment. Conversation with M. Wasserman. Email KPMG. Review Comrnibnent Letter. Conference call with Osler and KPMG. Telephone conversation with G. Gadia. Call with M. DeLellis re Quebec Security. Re: Thomas Cook Financial Services Inc., conducted PPSA search for P Corney. Review proposed disclosure; consider enforceability issues regarding Quebec hypothec; telephone conversation with A. Taylor. B.C. review of GSA. Review of hypothec and revised language for CCAA order. Monitor Consent. Review and revise pre-filing report. Telephone conversation with P. Reynolds. Telephone conversation with M. De Lellis. All emails re Security. Commibnent Letter. Telephone conversation with D. MacKenzie. Telephone conversation with M. De Lellis. Telephone conversation with A Gadia. Prepare for CCAA Application. Attending chambers ~earing re: initial order. Preparing service list. Call with Osler, KPMG re: next steps. Preparation for and attendance at CCAA Application. Conversation with A. Gadia and P. Reynolds. Conference call with Osler. Conversation with P. Corney. Preparing service list; circulating endorsement to service list. Telephone from P. Reynolds; emails re: taxes. Status call with KPMG, Osler. Review disclaimer notice; Emails re

Amount

44.00 2,464.00

110.00

313.50

525.00 945.00

6,536.00

440.00

299.20 74.80

2,200.00

74.80

400.00

220.00 2,136.00

Page 2 of 5

Timekeeper P. Corney B. Lorusso D.J. MacKenzie S.L. Perrin H.J. Rosenoff A.J. Taylor

FEES

Timekeeper

Professional Services HST@13.0%

STIKEMAN ELLIOTT

Hours Description

Terminated Employees; Emails re Security Opinion; Telephone conversation with M. De Lellis re BMO.

FEE SUMMARY

Hours 4.20 0.40 2.33 0.60 1.08

25.09

Rate/Hr $440.00 275.00 950.00 875.00 875.00 800.00

Amount

Amount $1,848.00

110.00 2,213.50

525.00 945.00

20,072.00

Total Professional Services and Taxes

CAD $25,713.50 3,342.76

CAD $29,056.26

Description Photocopies Total Charges HST@13.0% Total Charges and Taxes

CHARGES SUMMARY

Taxable Non- Taxable 8.50 8.50 0.00

DISBURSEMENTS SUMMARY

Description Corporate Search N/T Corporate Search Total Disbursements HST@ 13.0% Total Disbursements and Taxes

6412478 v1

Taxable

20.00 20.00

Non- Taxable 16.00

16.00

Total 8.50 8.50 1.11

CAD$9.61

Total 16.00 20.00 36.00 2.60

CAD $38.60

Page 3 of 5

STIKEMAN ELLIOTT

INVOICE SUMMARY

Invoice No. 5353277

Re: Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc.

Taxable Non-Taxable

Professional Services 25,713.50 0.00

HST@13.0%

Charges 8.50 0.00

HST @13.0%

Disbursements 20.00 16.00

HST @13.0%

AMOUNT DUE

File No. 0142841030

Total

$25,713.50

3,342.76

8.50

1.11

36.00

2.60

CAD $22.1!H.iZ

Accounts are due when rendered. Please note that a prevailing quarterly pre­judgement interest rate will be charged for amounts unpaid 30 days or more.

6412478 vl

Disbursements and charges may not have been posted at the date of this account. Please quote our File number and/ or Invoice number when making payment.

Page 4 of 5

6412478 vl

STIKEMAN ELLIOTT

If you require further information, please contact our Client Accounts co-ordinators Michael Scott at 416-869-7728 or Cheryl Palmer at 416-869-7055, or by email at TORAccountsReceiva ble@stikeman.com.

PageS of5

KPMGinc. 333 Bay Street Suite 4600

STIKEMAN ELLIOTT

Stikeman Elliott LLP, Barristers & Solicitors

5300 Commerce Court West, 199 Bay Street, Toronto, Canada M5L 1B9

Tel: (416) 869-5500 Fax: (416) 947-0866 www.stikeman.com

Invoice

G.S.T JH.S.T. NO. 1214111360001 Q.S.T. No.1 018978624

June 30, 2015 File No. 0142841030

Client1s Reference No. 014284 Bay Adelaide Centre Toronto, ON M5H 255 Invoice No. 5361021

Attention: Philip Reynolds

FOR PROFESSIONAL SERVICES RENDERED in connection with Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc. for the period up to June 30, 2015.

May 29,2015

Jun 1,2015 Jun 1, 2015

Jun2,2015

Jun3, 2015

Jun3,2015

Jun4,2015

6427676 vl

Timekeeper Hours

D.J. MacKenzie 0.17

P. Corney 0.17 A.J. Taylor 0.50

A.J. Taylor 1.42

P. Corney 0.50

A.J. Taylor 2.67

A.J. Taylor 2.83

Description

Correspondence with Ashley Taylor re: Quebec. Updating service list. Emails re Service List. Emails re Security Opinion. Emails re Sears. Review BMO response. All emails re BMO. Telephone conversation with A Gadia re Tico. All emails re Tico. Meeting with A. Taylor re: first report; call with Osler, KPMG re: stalking horse. Conference call re Stalking Horse Bid. Conversation with P. Corney. Meeting. with TICO. Conversation with A. Gadia. Telephone conversation with P. Reynolds re landlord order. Review landlord order. Telephone conversation with M. De Lellis re Landlord order. Emails re TICO. Telephone conversation with A Gadia. Telephone conversation with P. Reynolds and A Gadia re

Amount

161.50

74.80 400.00

1,136.00

220.00

2,136.00

2,264.00

Page 1 of 9

Jun5,2015

Jun5,2015 Jun5,2015

Jun 6, 2015

Jun 8, 2015

Jun 8, 2015

Jun 8, 2015

Jun 8, 2015

Jun 9, 2015 Jun 9,2015

Jun 9, 2015 Jun 9, 2015

Jun 10,2015

Jun 10,2015

6427676 vl

STIKEMAN ELLIOTT

Timekeeper Hours

P. Corney 0.50

D.J. MacKenzie 0.33 A.J. Taylor 1.25

P. Corney 1.82

P. Corney 0.35

B. Lorusso 1.25

D.J. MacKenzie 1.50

A.J. Taylor 2.58

P. Corney 0.17 P. Corney 0.94

P. Corney 0.20 A.J. Taylor 2.50

D.J. MacKenzie 0.25

A.J. Taylor 5.00

Description

Manulife. Conference call with Osler. Telephone conversation with A. Gadia re Tico. Updating service list, drafting outline of security review for first support. Update security review opinion. Emails; Conference call with BMO; Emails with P. Corney re First Report Drafting rider to first report re: security review. Call to D. Rosenblat; research re trust accounts. Re: Thomas Cook Canada Inc., et al, conducted Bank Act and PPSA searches from Ontario and BC registries, reviewed results and prepared summary reports for opinion schedules for D. Mackenzie. Revise security review opJIUon; correspondence with BC and Quebec; correspondence with searches. Emails re BMO and Sears. Telephone conversation with P. Reynolds re Sears. Review draft report re security review. Review draft security opJIUon. Telephone conversation with M. De Lellis and A. Gadia re Sears. Call w D. Rosenblat re: trust accounts. Meeting with A. Taylor re: trust accounts and Charges; drafting email to KPMG re same. Email to KPMG re: trust accounts. Telephone conversation with B. Kujavsky reSales Process. Telephone conversation with P. Reynolds and A. Gadia re Credit Bid, TICO and Litigation; Telephone conversation with A. Gadia; Emails re Sears; Emails re Sunwing; Review draft letter. Correspondence with H. Rosenoff; update opinion. Emails re TICO. Emails re Sears.

Amount

220.00

313.50 1,000.00

800.80

154.00

343.75

1,425.00

2,064.00

74.80 413.60

88.00 2,000.00

237.50

4,000.00

Page 2 of 9

Jun 11,2015

Jun 11,2015

Jun 11,2015

Jun 12,2015

Jun 12,2015

Jun 14,2015

Juri 14, 2015 Jun 15,2015

6427676 vl

STIKEMAN ELLIOTT

Timekeeper Hours Description

A. Kenigsberg 1.25

N. Ramalho 0.75

A.J. Taylor 2.25

P. Corney 0.70

AJ. Taylor 3.83

P. Corney 0.75

A.J. Taylor 0.83 S. Bernier 1.50

Telephone conversation with M. De Lellis re TICO. Telephone conversation with A Gadia re TICO and Sears. Telephone conversation with M. Wasserman re Sears. Telephone conversation with M. De Lellis re TICO and security opinion. Telephone conversation with A. Gadia. Review draft AP A Review of AP A and tax comments; and discussion with A. Taylor. Review AP A and meeting with A. Tylor. Telephone conversation with D. Rosenblatt. Emails re AP A Markup APA. Conversation with A Kenigsberg re Tax. Conversation with N. Ramalho re Employees. Telephone conversation with P. Reynolds. Emails re TICO. Telephone conversation with M. Wasserman, M. De Lellis and D. Rosenblatt. Updating service list; call with KPMG, Osler re: sales process. Telephone conversation with H. Drabinsky. Telephone conversation with C. Conlin at McMillan. Review and revise Security Opinion. Telephone conversation with M. Wasserman re Landlord. Emails re Landlord. Draft Report. Conference call re AP A and Landlord Motion. Telephone conversation with M. De Lellis. Telephone conversation with A. Iqbal. Telephone conversation with A. Gadia. Call with Osler, KPMG re trust accounts. All emails; Conference call. Review e-mail from H. Rosenoff. Conduct corporate searches against TravelBrands Inc. and Thomas Cook Canada Inc. Conduct searches at the

Amount

1,218.75

446.25

1,800.00

308.00

3,064.00

330.00

664.00 285.00

Page 3 of9

Jun 15,2015

Jun 15,2015

Jun 16,2015

Jun 16,2015

Jun 17,2015 Jun 17,2015

Jun 18,2015

Jun 19,2015

Jun 19,2015

Jun 19,2015

64V676v1

STIKEMAN ELLIOTT

Timekeeper

H.J. Rosenoff

A.J. Taylor

P. Corney

A.J. Taylor

P. Corney A.J. Taylor

Hours Description

RDPRM against same. Analysis of the searches results. Draft search sununary report. Forwarding the report to H. Rosenoff.

1.75 Completed document review; prepared opinion.

4.67 Attendance at 9:30 appointment. Review draft bidding procedures. Emails re TICO. Telephone conversation with P. Reynolds. Emails re Security Opinion. Report.

0.70 Reviewing Osler June 24 motion materials; email to A. Taylor re same.

2.83 Telephone conversation with P. Reynolds re TICO. Telephone conversation with A. Gadia re Report. Telephone conversation with Osler re IAT A. Review lATA correspondence.

0.12 Updating service list 5.42 Emails re IAT A. Telephone

conversation with B. Harrison. Telephone conversation with E. Vallieres. Telephone conversation with M. De Lellis. Telephone conversation with A. Gadia. Review and conunent on draft motion materials. Telephone conversation with D. Rosenblat. Conference call with Osler and McMillan re IATA. Telephone conversation with KPMG re lATA. Telephone conversation with A. Gadia and M. De Lellis. Conference call with Osler.

A.J. Taylor 3.50 Emails re Sales Process Review vesting order; Emails re rust Funds Telephone conversation with P. Reynolds; Emails re Landlord; Emails reBMO.

P. Corney 0.22

D.J. MacKenzie 0.50

A.J. Taylor 3.50

Updating service list; email circulating same. Review draft security review opinion and finalize. Telephone conversation with H. Drabinsky re Tico and Amended

Amount

1,531.25

3,736.00

308.00

2,264.00

52.80 4,336.00

2,800.00

96.80

475.00

2,800.00

Page 4 of 9

Jun20, 2015 Jun 21,2015

Jun 22, 2015

Jun22,2015

Jun 22,2015

Jun23,2015

Jun23,2015

Jun 24,2015

Jun24,2015

6427676 vl

Timekeeper

P. Corney AJ. Taylor

P. Corney

P. Corney

AJ. Taylor

K. Piche

AJ. Taylor

P. Corney

AJ. Taylor

STIKEMAN ELLIOTT

Hours Description

Order. Security Opinion. Telephone conversation with A Collier re Bahia Hotel Deposit. Telephone conversation with P. Reynolds re Report. Conference call re AP A Telephone conversation with J. Hurwitz re APA Telephone conversation with A. Collier re Bahia. Telephone ·conversation with A. Cofman.

1.08 Reviewing IATA regulations. 2.25 Review and revise draft first report.

All emails. 1.41 Reviewing IATA financial

requirements and regulations; email to A. Taylor re same.

0.14 Reviewing Osler comments to First Report, updating service list.

3.83 Telephone conversation with H Drabinsky. Telephone conversation with A. Cofman. Telephone conversation with D. Rosenblat. Telephone conversation with A. Gadia. Telephone conversation with M. De Lellis. Review first report. Emails re IA T A financial criteria.

1.33 Delivery of document along with affidavit of service to Commercial List at 330 University Ave. Waited in cue to file the documents.

1.67 Telephone conversation with J. MacDonald re Landlord Letter. Telephone conversation with A Collier re Report. Serve Report. Review Landlord Letter. Conference call re Landlord.

2.31 Updating service list; reviewing and summanzmg U.S. Steel court materials re: objection to parent co's security interest.

4.50 Preparation for and attendance at Stay Extension Motion; Conversation with P. Reynolds re Report; Telephone conversation with A Iqbal.

Amount

475.20 1,800.00

620.40

61.60

3,064.00

359.10

1,336.00

1,016.40

3,600.00

Page 5 of 9

Jun25, 2015 Jun25,2015

Jun26, 2015

Jun27, 2015

Jun29, 2015

Jun30, 2015

Timekeeper S. Bernier P. Corney A. Kenigsberg B. Lorusso D.J. MacKenzie K. Piche N.Ramalho H.J. Rosenoff A.J. Taylor

FEES

Timekeeper

P. Corney A.J. Taylor

A.J. Taylor

A.J. Taylor

A.J. Taylor

A.}. Taylor

Professional Services HST@13.0%

STIKEMAN ELLIOTT

Hours Description

Emails re Sears MOU; Review revised security opinion.

0.07 Updating service list. 4.83 Telephone conversation with P.

Reynolds re Landlord. Emails re Air Transat. Review of Security. Conference call re sales process. Emails re the Landlord. Draft security report.

2.00 Emails re Intercompany advances. Draft report.

0.75 Conference call with Osler and KPMG reSales Process.

4.58 Conference call re Sales Motion; Telephone conversation with P. Reynolds; Telephone conversation with A. Gadia re Landlords and payments of rent; Conversation with P. Corney release; Draft report; Conversation with P. Corney re evidence of advances; Conference call re Landlord.

2.83 Emails re Quebec opinion. Draft letter.

FEE SUMMARY

Hours 1.50

12.15 1.25 1.25 2.75 1.33 0.75 1.75

72.82

Rate/Hr $190.00 440.00 975.00 275.00 950.00 270.00 595.00 875.00 800.00

Amount

30.80 3,864.00

1,600.00

600.00

3,664.00

2,264.00

Amount $285.00 5,346.00 1,218.75

343.75 2,612.50

359.10 446.25

1,531.25 58,256.00

Total Professional Services and Taxes

CAD $70,398.60 9,151.82

CAD $79,550.42

Page 6 of 9

6427676 vl

Description Photocopies Total Charges HST@13.0% Total Charges and Taxes

Description Corporate Search N / T PPSA Search N / T PPSASearch Book Binding/Binders Corporate Search Total Dis bur semen ts HST@13.0%

STIKEMAN ELLIOTT

CHARGES SUMMARY

Taxable Non- Taxable 76.25 76.25 0.00

DISBURSEMENTS SUMMARY

Taxable

100.00 7.94

130.00 237.94

Non- Taxable 58.16 49.00

107.16

Total Disbursements and Taxes

6427676 v1

Total 76.25 76.25 9.91

CAD $86.16

Total 58.16 49.00

100.00 7.94

130.00 345.10

30.93 CAD $376.03

Page 7 of 9

STIKEMAN ELLIOTT

INVOICE SUMMARY

Invoice No. 5361021

Re: Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc.

Taxable Non-Taxable

Professional Services 70,398.60 0.00

HST@13.0%

Charges 76.25 0.00

HST @13.0%

Disbursements 237.94 107.16

HST @13.0%

AMOUNT DUE

File No. 0142841030

Total

$70,398.60

9,151.82

76.25

9.91

345.10

30.93

CAD $8Q,Ol2.61

Accounts are due when rendered. Please note that a prevailing quarterly pre­judgement interest rate will be charged for amounts unpaid 30 days or more.

6427676 v1

Disbursements and charges may not have been posted at the date of this account. Please quote our File number and/ or Invoice number when making payment.

Page 8 of9

6427676 vl

STIKEMAN ELLIOTT

If you require further information, please contact our Client Accounts co-ordinators Michael Scott at 416-869-7728 or Cheryl Palmer at 416-869-7055, or by email at TORAccountsReceivable@stikeman.com.

Page 9 of 9

KPMG Inc. 333 Bay Street Suite 4600

STIKEMAN ELLIOTT

Stikeman Elliott LLP, Barristers & Solicitors

5300 Commerce Court West, 199 Bay Street, Toronto, Canada M5L 1B9

Tel: (416) 869·5500 Fax: (416) 947-0866 www.stikeman.corn

Invoice

G.S.T./H.S.T. N0.1214111360001 Q.S.T. No. 1018978624

July 15, 2015 File No. 0142841030

Client's Reference No. 014284 Bay Adelaide Centre Toronto, ON M5H 255 Invoice No. 5365061

Attention: Philip Reynolds

FOR PROFESSIONAL SERVICES RENDERED in connection with Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc. for the period up to July 15, 2015.

Date Timekeeper Hours Description Amount

Jun 8, 2015 J. Templeton 1.50 Email correspondence and reviewing 1,200.00 related documentation; reviewing opinion and related documentation.

Jun 29,2015 P. Corney 0.72 Reviewing 75 Eglinton lease re: rent 316.80 issue; updating service list.

Jun 29,2015 P. Corney 1.00 Reviewing T Cook Canada financial 440.00 statements, drafting summary of same.

Jun 29,2015 P. Corney 0.70 Reviewing correspondence from TGF 308.00 re: red label claims process; meeting with A. Taylor re: Treasury advances to TCC.

Jun 30,2015 P. Corney 0.75 Call with D. Rosenblat; updating 330.00 treasury loans summary; email to A. Taylor.

Jun 30,2015 H.J. Rosenoff 0.33 Exchanges with Ashley Taylor; 288.75 Revised legal opi11ion.

Jul1, 2015 A.]. Taylor 3.50 Draft Report. 2,800.00 Jul 2, 2015 P. Corney 0.50 Status call re: security review. 220.00 Jul2, 2015 H.J. Rosenoff 0.25 Finalized legal opinion; exchanges 218.75

with Ashley Taylor. Jul2, 2015 A.]. Taylor 6.50 Review Jetter re landlord. Telephone 5,200.00

conversation with D. Rosenblat re

Page 1 of 5

STIKEMAN ELLIOTT

Date Timekeeper Hours Description Amount

Landlord, Gibralt and security documents. Revise opinions. Telephone conversation with KPMG re Landlord Report. Telephone conversation with A. Gadia.

Jul3, 2015 A.J. Taylor 2.50 Telephone conversation with P. 2,000.00 Reynolds reSales Process. Telephone conversation with M. Wasserman. Letter to Landlord. Telephone conversation with D. Rosenblat re Gibralt Inquiry. Emails re Bahia Hotels. Telephone conversation with A. Cofman. Telephone conversation M. Langesen re Gibralt.

Jul6, 2015 A.J. Taylor 3.25 Review Bid Procedure Order, Bidding 2,600.00 Procedures. Draft order and Notice of Motion.

Jul 7, 2015 A.]. Taylor 1.33 Telephone conversation with P. 1,064.00 Reynolds re Sears and Landlord and credit bid. Review bidding procedures.

Jul8, 2015 A.J. Taylor 5.08 Bidding Procedures. Conference call 4,064.00 with Osler, KPMG and TravelBrands.

Ju19, 2015 A.J. Taylor 4.17 Review provisions of Sears 3,336.00 Amending Agreement. Bahia Hotels. Telephone conversation with A. Gadia reSales Process and TICO. APA

Jul10, 20~5 A.J. Taylor 0.67 Telephone conversation with P. 536.00 Reynolds re Sears and BMO. Correspondence with Landlord. Sears amending Agreement. BMO

Jul13, 2015 A.]. Taylor 5.75 agreement. AP A and Bidding Procedures. 4,600.00 Telephone conversation with P. Reynolds. Telephone conversation with Osler, KPMG, McMillan re lATA.

FEE SUMMARY

Timekeeper Hours Rate/Hr Amount

P. Corney 3.67 $440.00 $1,614.80

Page 2 of 5

H.J. Rosenoff A.J. Taylor J. Templeton

FEES Professional Services HST@ 13.0%

STIKEMAN ELLIOTT

0.58 32.75 1.50

875.00 800.00 800.00

507.50 26,200.00 1,200.00

Total Professional Services and Taxes

CAD $29,522.30 3,837.90

CAD $33,360.20

Description Photocopies Total Charges HST@ 13.0% Total Charges and Taxes

CHARGES SUMMARY

Taxable Non - Taxable 9.75 9.75 0.00

Total 9.75 9.75 1.27

CAD $11.02

DISBURSEMENTS SUMMARY

Description Agents' Fees Registry Office Search Miscellaneous Search Total Disbursements HST @13.0% Total Disbursements and Taxes

Taxable 50.00 18.00

68.00

Non- Taxable Total 50.00 18.00

18.00 18.00 18.00 86.00

8.84 CAD $94.84

Page 3 of 5

STIKEMAN ELLIOTT

INVOICE SUMMARY

Invoice No. 5365061

Re: Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc.

Taxable Non-Taxable

Professional Services 29,522.30 0.00

HST©13.0%

Charges 9.75 0.00

HST @13.0%

Disbursements 68.00 18.00

HST @13.0%

AMOUNT DUE

File No. 0142841030

Total

$29,522.30

3,837.90

9.75

1.27

86.00

8.84

CAD $33,466,06

Accounts are due when rendered. Please note that a prevailing quarterly pre­judgement interest rate will be charged for amounts unpaid 30 days or more.

Disbursements and charges may not have been posted at the date of this account. Please quote our File number and/ or Invoice number when making payment

Page 4 of 5

STIKEMAN ELLIOTT

lf you require further information, please contact our Client Accounts co-ordinators Michael Scott at 416-869-7728 or Cheryl Palmer at 416-869-7055, or by email at TORAccountsReceivab!e@stikeman.com.

Page 5 of 5

STIKEMAN ELLIOTT

Stikeman Elliott LLP, Barristers & Solicitors

5300 Commerce Court West, 199 Bay Street, Toronto, Canada M5L 1B9

Tel: (416) 869-5500 Fax: (416) 947-0866 www .stikeman.com

KPMGinc. 333 Bay Street Suite4600 Bay Adelaide Centre Toronto, ON M5H 255

Attention: Philip Reynolds

Invoice

G.S.T./H.S.T. N0.1214111360001 Q.S.T. No.1018978624

August 6, 2015 File No. 0142841030

Client's Reference No. 014284

Invoice No. 5371216

FOR PROFESSIONAL SERVICES RENDERED in connection with Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc. for the period up to July 31,2015.

Jul14, 2015

Jul15, 2015

Jul15,2015

Jul16, 2015

Jul16, 2015

Jul17,2015 Jul17, 2015

Jul20, 2015

Jul21, 2015 Jul21, 2015

64437'26 v1

Timekeeper

AJ. Taylor

P.Comey

AJ. Taylor

P. Corney

AJ. Taylor

P.Comey AJ. Taylor

AJ. Taylor

P.Comey AJ. Taylor

Hours Description

0.83 Emails re Landlord Rent Claim. Telephone conversation with A Iqbal re Rent.

0.25 Reviewing bank statements showing loans from UK. Email to A Taylor re same.

0.08 Telephone conversation with P. Reynolds and A Gadia.

0.57 Reviewing amended BMO credit agreement. Email to A. Taylor re: same.

1.33 Telephone conversation with P. Reynolds. Telephone conversation with A Gadia. Emails re IATA. All emails re BMO. All emails re Bahia Hotels.

0.13 Updating service list. 0.42 Telephone call to A. Cofman. Emails

with M. De Lellis; emails re IA T A 0.58 Review revised letter re Bahia Hotels;

Email re Bahia. Emails re: IA T A 0.07 Call to J. O'toole (Soloway Wright). 2.08 Telephone call to P. Reynolds re

Amount

664.00

110.00

64.00

250.80

1,064.00

57.20 336.00

464.00

30.80 1,664.00

Page 1 of 3

Jul22, 2015

Jul24, 2015

Jul27, 2015

Jul28, 2015

Jul29, 2015

Jul30,2015

Jul31,2015

Timekeeper P.Comey A.J. Taylor

FEES

Timekeeper

A.]. Taylor

A.J. Taylor

A.J. Taylor

A.]. Taylor

A.]. Taylor

A.]. Taylor

A.]. Taylor

Professional Services HST@13.0%

STIKEMAN ELLIOTT

Hours Description

Report and IA T A. Conference call with Osler, TB and KPMG.

2.17 Review TUV cases. Emails re IATA and the Landlord. Telephone call to P. Reynolds. Report.

0.92 Conference call with Osler, Company and KPMG. Telephone conversation with P. Reynolds.

0.33 Emails re Royal Caribbean. Review draft agreement.

0.17 Emails with A. Gadia. Telephone conversation with A. Gadia.

0.33 Review NDA. Emails with D.

0.67

0.67

Rosenblatt. Telephone conversation with P. Reynolds. Telephone conversation with A. Gadia. All emails. Conference call with TB and Osler andKPMG.

FEE SUMMARY

Hours 1.02

10.58

Rate/Hr $440.00 800.00

Amount

1,736.00

736.00

264.00

136.00

264.00

536.00

536.00

Amount $448.80 8,464.00

Total Professional Services and Taxes

CAD $8,912.80 1,158.66

CAD $10,071.46

Page 2of 3

6443n6 vl

STIKEMAN ELLIOTT

INVOICE SUMMARY

Invoice No. 5371216

Re: Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc.

Taxable

8,912.80

Non-Taxable

Professional Services

HST@13.0%

AMOUNT DUE

0.00

File No. 0142841030

Total

$8,912.80

1,158.66

CAD $10.071.46

Accounts are due when rendered. Please note that a prevailing quarterly pre­judgement interest rate will be charged for amounts unpaid 30 days or more.

6443726vl

Disbursements and charges may not have been posted at the date of this account. Please quote our File number and/ or Invoice number when making payment.

If you require further information, please contact our Client Accounts co-ordinators Michael Scott at 416-869-7728 or Cheryl Palmer at 416·869-7055, or by email at TORAccountsReceivable@stikeman.com.

Page 3of 3

STIKEMAN ELLIOTT

Stikeman Elliott LLP, Barristers & Solicitors 5300 Commerce Court West, 199 Bay Street, Toronto, Canada MSL 1'69

Tel: (416) 869-5500 Fax: (416) 947-0866 www.stikeman.com

KPMGinc. 333 Bay Street Suite 4600 Bay Adelaide Centre Toronto, ON M5H 2S5

Attention: Philip Reynolds

Invoice

G.S.T./H.S.T. N0.1214111360001 Q.S.T. No. 1018978624

September 8, 2015 File No. 0142841030

Client's Reference No. 014284

Invoice No. 5379405

FOR PROFESSIONAL SERVICES RENDERED in connection with Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc. for the period up to August 31, 2015.

Date Timekeeper Hours Description Amount

Aug4, 2015 A.J. Taylor 2.33 Status Update Call; Telephone 1,864.00 conversation with A. Gadia re Sales Process and Landlord claim; Emails with lATA; Em ails re Landlord; Telephone conversation with A. Gadia.

Aug5,2015 A.J. Taylor 2.67 Landlord negotiations. Sales Process. 2,136.00 Emails re Bahia Hotels. Emails re APA and NDA. Telephone conversation with T. Saunders re Bahia. Emails to A. Gadia. Conference re Sales Process.

Aug6,2015 A.J. Taylor 4.33 Review and comment on revised 3,464.00 APA and Bidding Procedures. Telephone conversation with A. Gadia.

Aug 7, 2015 A.J. Taylor 6.58 Telephone conversation with A. 5,264.00 Gadia re APA and Bidding Procedures. Emails to Osiers. Review draft affidavits. Conference calls re materials. All emails. Telephone conversation with A. Cofman. Conference call with Osler.

Pagel of4

6456926 v1

Aug10, 2015

Augll, 2015

Aug12, 2015 Aug12,2015

Aug13,2015

Aug14,2015

Aug28,2015 Aug31,2015

Timekeeper P. Corney A.J. Taylor

6456926 vl

STIKEMAN ELLIOTT

Tin:tekeeper

A.J. Taylor

A.J. Taylor

P. Corney A.J. Taylor

A.J. Taylor

A.J. Taylor

A.J. Taylor A.J. Taylor

Hours D~scripti<;m

5.25

3.17

0.12 6.67

4.58

3.75

1.50 2.50

Telephone conversation with A. Gadia. Emails with KPMG. Telephone conversation with A. Gadia. Telephone conversation with P. Reynolds. Review Pricing memo, Monitor1s Second Report. Email T. Sanders. Email A. Cofman. Revise Bahia letter. Emails re Landlord offer; Telephone conversation with P. Reynolds; Report; Telephone conversation with A. Gadia; Conference call with Osler, TravelBrands and KPMG; Telephone conversation with P. Reynolds and A. Gadia.: Telephone call with M. DeLellis; Monitor1S Report. Emails to A. Collier and D. Rosenblat. Monitor1s Report. Review Motion Record. Emails with I<PMG. Review AP A and Bidding Procedures. Telephone conversation with A. Gadia. Conference call with Osler. Comments on draft report. Telephone conversation with A. Gadia re draft reports. Conference call with Osler. Telephone conversation with A. Gadia. AP A and Bidding Procedures. Telephone conversation with M. Wasserman. Preparation for and attendance in court. Email A. Cofman. Conference call. All emails. Telephone conversation with A. Cofman re Bahia; Review Landlord settlement; Telephone conversation with P. Reynolds; Telephone conversation with D. Rosenblat.

FEE SUMMARY

Hours 0.12

43.33

Rate/Hr $440.00 800.00

Amount

4,200.00

2,536.00

52.80 5,336.00

3,664.00

3,000.00

1,200.00 2,000.00

Amount $52.80

34,664.00

Page2 of 4

STIKEMAN ELLIOTT

FEES Professional Services H:ST@ 13.0% Total Professional Services and Taxes

INVOICE SUMMARY

Invoice No.· 5379405

Re: Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc.

Taxable

34,716.80

Non-Taxable

Professional Services

HST@13.0%

AMOUNT DUE

0.00

CAD $34,716.80 4,513.18

CAD $39,229.98

File No. 0142841030

Total

$34,716.80

4,513.18

CAD $39.229.98

Accounts are due when rendered. Please note that a prevailing quarterly pre­judgement interest rate will be charged for amounts unpaid 30 days or more.

6<156926 vl

Disbursements and charges may not have been posted at the date of this account. Please quote our File number and/ or Invoice number when making payment.

Page 3 of4

6456926 vl

STIKEMAN ELLIOTT

If you require further information, please contact our Client Accounts co-ordinators Michael Scott at 416-869-7728 or Cheryl Palmer at 416-869-7055, or by email at TORAccountsReceivable@stikeman.com.

Page4of 4

STIKEMAN ELLIOTT

Stikeman Elliott LLP, Barristers & Solicitors

5300 Commerce Court West, 199 Bay Street, Toronto, Canada M5L 1B9

Tel: (416) 869-5500 Fax: (416) 947-0866 www.stikeman.com

KPMGlnc. 333 Bay Street Suite 4600 Bay Adelaide Centre Toronto, ON M5H 255

Attention: Philip Reynolds

Invoice

G.S.T JH.S.T. N0.1214111360001 Q.S.T. No. 1018978624

October 6, 2015 File No. 0142841030

Client's Reference No. 014284

Invoice No. 5387231

FOR PROFESSIONAL SERVICES RENDERED in connection with Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc. for the period up to September 30,2015.

Timekeeper

Sep 1,2015 A.J. Taylor

Sep 4,2015 A.J. Taylor

Sep 8,2015 A.J. Taylor

Sep 9,2015 A.J. Taylor

Sep 11,2015 A.J. Taylor

Sep 14,2015 Y. Katirai

6467361 Vl

Hours Description

3.17 IA T A Presentation. Employee Spreadsheet. Telephone conversation with A. Gadia. All emails.

1.50 Telephone conversation with A. Cofman. Telephone conversation with A. Gadia.

3.08 Bahia Hotels. Weekly conference call. Emails with P. Reynolds.

6.75 Bahia Hotels. Conference call rePlan Meeting with P. Reynolds. Telephone conversation with M. Wasserman. Review Plan.

2.08 Status call. Telephone conversation with M. Wasserman. Landlord Agreement.

3.00 Conversation with A. Taylor. Researched law on equal and equitable treatment of creditors by, among other things, reviewing leading text on Canadian insolvency law; reviewing relevant provisions of CCAA; and conducting case law research.

Amount

2,536.00

1,200.00

2,464.00

5,400.00

1,664.00

1,500.00

Pagel of 6

Timekeeper

Sep 14,2015 A.J. Taylor

Sep 15,2015 Y. Katirai

Sep 15,2015 A.]. Taylor

Sep 16,2015 A.]. Taylor

Sep 17,2015 A.]. Taylor

Sep 18,2015 Y. Katirai

Sep 18,2015 A.]. Taylor

Sep 21, 2015 Y. Katirai

6467361 V]

STIKEMAN ELLIOTT

Hours Description

3.50 Plan of Arrangement. Telephone conversation with M. Delellis re Claims Procedure. Conversation with Y. Katirai.

6.42 Conversations with A. Taylor. Further research of law on equal and equitable treatment of creditors and Monitor's reporting obligations in respect of a plan by, among other things, reviewing leading text on Canadian insolvency law; reviewing relevant provisions of CCAA; and conducting case law research. Call with A. Taylor and KPMG team. Call with A. Taylor, KPMG team and Osiers team.

5.92 Emails re financial model; Memo re projections; conversation with Y. Katirai; Conference call with KPMG; Conference call with Osler; Plan

7.67 Meeting at Osiers; Plan; Telephone conversation with M. Wasserman; Review and comment on meeting order; Telephone conversation with P. Reynolds; Emails KPMG.

5.33 Claims Procedure Order; Telephone conversation with P. Reynolds; Telephone conversation with M. Wasserman.

1.83 Conversation with A. Taylor.

0.67

4.25

Reviewed and analyzed claims procedure order and meeting order, together with related documents, and considered issues. Drafted e-mail to A. Taylor summarizing issues with draft materials. Conversation with Y. Katirai. Review and revise comments. E-mails and conversations with A Taylor. Obtained, reviewed and analyzed precedent monitor reports commenting on plans of arrangement. Reviewed and analyzed relevant provisions of CCAA and leading text

Amount

915.00

536.00

2,125.00

Page 2 of6

Timekeeper

Sep 21,2015 Y. Katirai

Sep 21,2015 AJ. Taylor

Sep 22,2015 AJ. Taylor

Sep23, 2015 AJ. Taylor

Sep24, 2015 Y. Katirai

Sep 24,2015 Y. Kat:i.rai

Sep 24,2015 AJ. Taylor

6467361 V1

STIKEMAN ELLIOTT

Hours Description

on Canadian insolvency law. Conducted case law research to identify requirements for monitor1s reports. Reviewed and analyzed Standard of Practice. E-mail to KPMG team. Call with A Collier. Drafted and revised rider to Third Report.

3.67 Further drafting and revision of Titird Report. Reviewed and analyzed draft materials provided by Osiers, and initial application materials to identify facts relevant to draft Titird Report.

2.25 Conference call with KPMG re Plan; Telephone conversation with A Gadia re Report; Conversation with Y. Katirai re Report; All Emails.

4.75 Emails; Telephone conversation with A Cofman re Bahia; Conversation with Y. Katirai; Hotel Letter; Conference call re Status; Telephone conversation with M. Delellis; Report

7.33 Report; Telephone conversation with A. Gadia; Call with Osler re Claim Process

14.60

8.28

9.75

All conversations and e-mails with A. Taylor, A. Gadia, KPMG team, D. Rosenblat, Osiers team. Drafted and made numerous revisions to Third Report. Reviewed relevant provisions of CCAA and Standard of Practice. Served Third Report on Service List. All conversations and e-mails with A. Taylor, KPMG, Osiers and others. Drafted and made numerous revisions to Titird Report. Conversation with Y. Katirai. Third Report. Telephone conversation with A. Gadia. Telephone conversation with M. DeLellis. Emails re Bahia. Telephone conversation with T. Saunders. Telephone conversation Osler. Telephone conversation KPMG. Final Report.

Amount

1,835.00

1,800.00

3,800.00

5,864.00

7,300.00

4,140.00

7,800.00

Page 3 of 6

STIKEMAN ELLIOTT

Sep 26,2015 Sep27, 2015 Sep28, 2015

Sep 29,2015

Sep30, 2015

Timekeeper Y. Katirai A.J. Taylor

FEES

Timekeeper

A.J. Taylor A.J. Taylor A.J. Taylor

A.J. Taylor

A.J. Taylor

Professional Services HST@13.0%

Hours Description

0.75 Status call; Emails 3.25 Preparation for Motion. 3.58 Motion re Claims Procedure, Meeting

and Plan; Emails re Bahia Hotels; Emails re Funding Agreement; Conversation with P. Reynolds.

1.25 Emails re Funding Agreement; Update call; All emails re Plan communications.

0.92 Emails re Plan Mechanics; Conversation with Y. Katirai re Reports; Emails re Kippen; Telephone conversation with A. Collier re Bahia.

FEE SUMMARY

Hours 42.05 73.50

Rate/Hr $500.00 800.00

Amount

600.00 2,600.00 2,864.00

1,000.00

736.00

Amount $21,025.00 58,800.00

Total Professional Services and Taxes

CAD $79,825.00 10,377.25

CAD $90,202.25

Description Photocopies Total Charges HST@13.0% Total Charges and Taxes

CHARGES SUMMARY

Taxable Non- Taxable 74.50 74.50 0.00

Total 74.50 74.50 9.68

CAD$84.18

DISBURSEMENTS SUMMARY

Description Business Meals- In Town Book Binding/ Binders Total Disbursements HST@13.0% Total Disbursements and Taxes

6467361 vl

Taxable 46.02 5.30

51.32

Non- Taxable Total 46.02 5.30

0.00 51.32 6.67

CAD $57.99

Page 4 of 6

STIKEMAN ELLIOTT

INVOICE SUMMARY

Invoice No. 5387231

Re: Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc.

Taxable Non-Taxable

Professional Services 79,825.00 0.00

HST@13.0%

Charges 74.50 0.00

HST @13.0%

Disbursements 51.32 0.00

HST @13.0%

AMOUNT DUE

File No. 0142841030

Total

$79,825.00

10,377.25

74.50

9.68

51.32

6.67

CAD $2Q,J44.42

Accounts are due when rendered. Please note that a prevailing quarterly pre­judgement interest rate will be charged for amounts unpaid 30 days or more.

6467361 vl

Disbursements and charges may not have been posted at the date of this account. Please quote our File number and/ or Invoice number when making payment.

Page 5 of 6

6467361 vl

STIKEMAN ELLIOTT

If you require further information, please contact our Client Accounts co-ordinators Michael Scott at 416-869-7728 or Cheryl Palmer at 416-869·7055, or by email at TORAccountsReceivable@stikeman.com.

Page 6 of 6

STIKEMAN ELLIOTT

Stikeman Elliott LLP, Barristers & Solicitors

5300 Commerce Court West, 199 Bay Street, Toronto, Canada M5L 1B9

Tel: (416) 869-5500 Fax: (416) 947-0866 www.stikeman.com

KPMGinc. 333 Bay Street Suite 4600 Bay Adelaide Centre Toronto, ON M5H 255

Attention: Philip Reynolds

Invoice

G.S.T./H.S.T. N0.1214111360001 Q.S.T. No.1016976624

November 3,2015 File No. 0142841030

Client's Reference No. 014284

Invoice No. 5392222

FOR PROFESSIONAL SERVICES RENDERED in connection with Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc. for the period up to October 31, 2015.

Timekeeper

Oct 1, 2015 A.J. Taylor

Oct 2, 2015 A.J. Taylor

Oct5, 2015 A.J. Taylor

Oct 6,2015 A.J. Taylor

Oct7, 2015 A.J. Taylor

Oct 8, 2015 A.J. Taylor

Oct 9,2015 A.J. Taylor

6478726 v1

Hours Description

0.58 Review comments on Bahia letter; Telephone conversation with A. Cofman; Telephone conversation with A. Gadia.

2.75 Telephone conversation with A. Gadia re IA TA; Emails re Bahia Letter; Review Settlement Agreement; Telephone conversation with A. Gadia.

2.17 Landlord Settlement Agreement; Status update call.

4.08 Email A. Gadia; Guarantee; Emails re Claims; Telephone conversation with A. Gadia; Draft comments on the Landlord Settlement Agreement Conversation withY. Katirai.

0.50 Emails; Prime Shares; Landlord Settlement Agreement

1.83 Telephone conversation with P. Reynolds; Landlord Settlement Agreement.

1.25 Emails re Landlord Settlement; Guarantee

Amount

464.00

2,200.00

1,736.00

3,264.00

400.00

1,464.00

1,000.00

Page 1 of 6

Oct 14,2015

Oct 15,2015

Oct 15,2015

Oct 16,2015

Oct16, 2015

Oct 16,2015

Oct 16,2015 Oct 19,2015

Oct20, 2015

Oct21, 2015

Oct 23,2015

Oct24, 2015 Oct 26,2015

Oct 27,2015

Oct 27,2015

6478726 vi

Timekeeper

A.J. Taylor

P. Corney

A.J. Taylor

P. Corney

Y. Katirai

L. Sinclair

A.J. Taylor A.J. Taylor

A.J. Taylor

A.J. 1'aylor

A.J. Taylor

A.J. Taylor A.J. Taylor

P. Corney

A.J. Taylor

STIKEMAN ELLIOTT

Hours Description

0.83 Telephone conversation with A. Gadia; Report; Emails re Bahia Hotels

0.53 Drafting letter to Brampton small claims court re: stay.

0.50 Emails re Landlord; lATA L/C; Conversation with P. Corney re Small Claims Matter; Voting emails.

2.00 Call with Brampton small claims court; drafting affidavit attaching court orders to secure adjournment of small claims action.

3.34 Conversation with A. Taylor. Collected and reviewed precedent reports. Drafted and revised skeleton for report.

2.27 Research into a precedent monitor's report re: section 23(1)(d.1) of the CCAA

1.08 Update call; Small Claims Matter. 5.33 Funding Agreement; Telephone

conversation with KPMG reFunding Agreement; Review Landlord GSA; Bahia Agreement; Conference call with Osler re Funding Agreement and Report; Emails re Gibralt Claim; Guarantee.

2.25 Telephone conversation with A. Gadia re Funding Agreement.

0.25 Telephone conversation with A. Gadia re Report

3.75 Status call. Telephone conversation with P. Reynolds; Supplement to the 3rd report; All emails re claims; Amendments to the Plan.

0.42 Report; All emails. 0.25 Telephone conversation with P.

Reynolds. 0.37 Reviewing notice of disallowance

(Gibralt). 4.17 Emails re Gibralt; Funding

Agreement; Status call; Telephone conversation with A. Gadia; Telephone conversation with D. Rosenblatt; Gibralt; Plan

Amount

664.00

241.15

400.00

910.00

1,670.00

669.65

864.00 4,264.00

1,800.00

200.00

3,000.00

336.00 200.00

168.35

3,336.00

Page2 of6

Timekeeper

Oct28, 2015 P. Corney

Oct28,2015 A.J. Taylor

Oct29,2015 P. Corney

Oct 29,2015 A.J. Taylor

Oct30, 2015 V. Calina

Oct30, 2015 A.J. Taylor

Oct31, 2015 V. Calina

6476726 vl

STIKEMAN ELLIOTT

Hours Description

0.50

1.92

0.75

1.75

3.92

3.08

1.55

Amendments. Review of notices of transfer and letter by D. Rosenblatre: same. Telephone conversation with M. Langeson re Gibralt; Telephone conversation with A. Gadia; Conference call re Funding Agreement; Transfer Agreement. Drafting letter to Claims Recovery LLC. Telephone conversation with P. Reynolds and A. Gadia re Transfer Agreement; Telephone conversation with M. DeLellis; Script; Telephone conversation with M. Wasserman; Transfer Agreement; Telephone conversation with A. Gadia. Critically reviewing merits of the $3,964,314.52 pre-filing claim of Gibralt Capital Corporation pertaining to its Subordination Agreement with Thomas Cook Canada Inc. (the predecessor of Travelbrands) as set out in its October 16, 2015 Proof of Claim and the March 26, 2015 Application Record; drafting a summary analysis for Ashley Taylor. Telephone conversation with A. Gadia and P. Reynolds; Attendance at Creditor's Meeting; Conversation with V. Calina re Gibralt claim. Critically reviewing the notice of dispute filed by Gibralt Capital Corporation on October 30, 2015 with respect to the denial of its pre-filing claim of $3,964,314.52 on the ground that Travelbrands' predecessor corporation (Thomas Cook Canada Inc.) did not subordinate itself with respect to the payments regarding which the claim pertained; drafting a summary review of the documentary evidence adduced in support of the

Amount

227.50

1,536.00

341.25

1,400.00

1,724.80

2,464.00

682.00

Page 3 of 6

Timekeeper V. Calina P. Corney Y.Katirai L. Sinclair A.J. Taylor

FEES

Timekeeper

Professional Services HST@13.0%

STIKEMAN ELLIOTT

Hours Description

notice of dispute and flagging certain notable inconsistencies.

FEE SUMMARY

Hours 5.47 4.15 3.34 2.27

38.74

Rate/Hr $440.00

455.00 500.00 295.00 800.00

Amount

Amount $2,406.80 1,888.25 1,670.00

669.65 30,992.00

Total Professional Services and Taxes

CAD $37,626.70 4,891.47

CAD $42,518.17

Description Travel- Taxis Total Disbursements HST@13.0%

DISBURSEMENTS SUMMARY

Taxable 107.30 107.30

Total Disbursements and Taxes

647Sn6 vl

Non- Taxable Total 107.30

0.00 107.30 13.95

CAD $121.25

Page4 of6

STIKEMAN ELLIOTT

INVOICE SUMMARY

Invoice No. 5392222

Re: Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc.

Taxable Non-Taxable

Professional Services 37,626.70 0.00

HST@13.0%

Disbursements 107.30 0.00

HST @13.0%

AMOUNT DUE

File No. 0142841030

Total

$37,626.70

4,891.47

107.30

13.95

CAD $42,632.42

Accounts are due when rendered. Please note that a prevailing quarterly pre­judgement interest rate will be charged for amounts unpaid 30 days or more.

6478726 vl

Disbursements and charges may not have been posted at the date of this account. Please quote our File number and/ or Invoice number when making payment.

PageS of 6

647Bn6 vl

STIKEMAN ELLIOTT

If you require further information, please contact our Client Accounts co-ordinators Michael Scott at 416-869-7728 or Cheryl Palmer at 416-869-7055, or by email at TORAccountsReceivable@stikeman.com.

Page 6 of 6

STJKEMAN ELLIOTT

Stikeman Elliott LLP, Barristers & Solicitors

5300 Commerce Court West, 199 Bay Street, Toronto, Canada M5L 1B9

Tel: (416) 869-5500 Fax: (416) 947-0866 www.stikeman.com

KPMGinc. 333 Bay Street Suite 4600 Bay Adelaide Centre Toronto, ON M5H 255

Attention: Philip Reynolds

Invoice

G.S.T JH.S.T. N0.1214111360001 Q.S.T. No. 1018978624

December 4, 2015 File No. 0142841030

Client's Reference No. 014284

Invoice No. 5402513

FOR PROFESSIONAL SERVICES RENDERED in connection with Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc. for the period up to November 30,2015.

Nov 2, 2015

Nov 3, 2015 Nov 10,2015

Nov 13, 2015

Nov 20, 2015

Nov23, 2015

Nov 25,2015 Nov 26,2015 Nov27, 2015

Nov 30,2015

6494514 vl

Timekeeper

A.J. Taylor

A.J. Taylor A.J. Taylor

A.J. Taylor

A.J. Taylor

A.J. Taylor

A.J. Taylor A.J. Taylor A.J. Taylor

A.J. Taylor

Hours Description

0.33 Funding Agreement; Telephone conversation with A. Gadia.

0.42 Status update call; Emails A. Gadia. 0.33 Telephone conversation with A.

Gadia and P. Reynolds 0.50 Update call; Telephone conversation

with A. Gadia. 0.50 Review Gibralt Claims analysis;

Update call; Emails with A. Gadia. 0.92 9:30 Appointment with Justice

Newbould. All emails re Gibralt Scheduling.

0.17 Emails re Stay Extension Motion 0.50 Review Report 0.33 Emails re Gibralt; Emails re Stay

Extension; Telephone conversation with A. Gadia.

3.67 Review and Revise 4th Report; Telephone conversation with A. Gadia. Review Gibralt Claim Summaries; Telephone conversation with D. Rosenblatt; Review draft affidavit; Telephone conversation

Amount

264.00

336.00 264.00

400.00

400.00

736.00

136.00 400.00 264.00

2,936.00

Page 1 of 3

Timekeeper A.J. Taylor

FEES

Timekeeper

Professional Services HST@13.0%

STIKEMAN ELLIOTT

Hours Description

with A. Gadia; Emails re Report.

FEE SUMMARY

Hours 7.67

Rate/Hr $800.00

Total Professional Services and Taxes

6494514 vi

Amount

Amount $6,136.00

CAD $6,136.00 797.68

CAD $6,933.68

Page 2 of 3

STIKEMAN ELLIOTT

INVOICE SUMMARY

Invoice No. 5402513

Re: Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc.

Taxable Non-Taxable

Professional Services

HST@13.0%

AMOUNT DUE

0.00

File No. 0142841030

Total

$6,136.00

797.68

CAD $6.933.68

Accounts are due when rendered. Please note that a prevailing quarterly pre­judgement interest rate will be charged for amounts unpaid 30 days or more.

0494514 vi

Disbursements and charges may not have been posted at the date of this account. Please quote our File number and/or Invoice number when making payment.

If you require further information, please contact our Client Accounts co-ordinators Michael Scott at 416-869-7728 or Cheryl Palmer at 416-869-7055, or by email at TORAccountsReceivable@stikeman.com.

Page 3 of 3

STIKEMAN ELLIOTT

Stikeman Elliott LLP, Barristers & Solicitors

5300 Commerce Court West, 199 Bay Street, Toronto, Canada M5L 1B9

Tel: (416) 869-5500 Fax: (416) 947-0866 www.stikeman.com

KPMGinc. 333 Bay Street Suite 4600 Bay Adelaide Centre Toronto, ON M5H 255

Attention: Philip Reynolds

Invoice

G.S.T./H.S.T. NO. 1214111360001 Q.S.T.No.1018978624

January 5,2016 File No. 0142841030

Client's Reference No. 014284

Invoice No. 5409094

FOR PROFESSIONAL SERVICES RENDERED in connection with Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc. for the period up to December 31,2015.

Date Timekeeper Hours Description Amount Dec 1,2015 A.J. Taylor 0.67 Review Revised 4th Report; 536.00

Telephone conversation with A. Gadia.

Dec 2,2015 A.J. Taylor 0.50 Review and comment on Companis 400.00 comments to the Fourth Report; Telephone conversation with A. Gadia.

Dec4,2015 A.J. Taylor 0.42 Weekly catch up calls; Emails re 336.00 Report.

Dec 7, 2015 A.J. Taylor 1.17 Stay Extension Motion; Conversation 936.00 with A. Gadia; Conversation with Patrick Corney re Research.

Dec 9, 2015 A.J. Taylor 0.08 Telephone conversation with M. 64.00 Lange sen.

Dec 10,2015 A.J. Taylor 0.25 Telephone conversation with M. 200.00 Langesen.

Decl1,2015 P. Corney 3.25 Review of CCAA proceedings records 1,478.75 re discharge of monitor in staged plan distribution scenario.

Dec 11,2015 A.J. Taylor 0.17 Conversation with P. Corney re 136.00 Monitor Discharge

Dec 15,2015 A.J. Taylor 0.92 Telephone conversation with A. 736.00 Gadia re Funding Agreement; Emails re Gibralt.

Page 1 of 3

6504214 vl

STIKEMAN ELLIOTT

Date Description Dec 18,2015

Timekeeper P. Corney

Hours 1.58 Attending Gibralt cross and drafting

summary email.

Amount 718.90

Dec 28,2015

Timekeeper P. Corney A.J. Taylor

FEES

P. Corney

Professional Services HST@13.0%

0.50 Reviewing Gibralt factums.

FEE SUMMARY

Hours 5.33 4.18

Rate/Hr $455.00

800.00

Total Professional Services and Taxes

INVOICE SUMMARY

Invoice No. 5409094

Re: Travelbrands Inc., Red Label Vacations Inc. and Travelbrands Financial Inc.

Professional Services

HST@13.0%

AMOUNT DUE

Taxable

5,769.15

Non-Taxable

0.00

227.50

Amount $2,425.15 3,344.00

CAD $5,769.15 749.99

CAD $6,519.14

File No. 0142841030

Total

$5,769.15

749.99

CAD $6,519.14

Accounts are due when rendered. Please note that a prevailing quarterly pre~ judgement interest rate will be charged for amounts unpaid 30 days or more.

Page 2 of 3

6504214 vl

6504214 vl

STIKEMAN ELLIOTT

Disbursements and charges may not have been posted at the date of this account. Please quote our File number and/ or Invoice number when making payment.

If you require further information, please contact our Client Accounts co-ordinators Michael Scott at 416-869-7728 or Cheryl Palmer at 416-869-7055, or by email at TORAccountsReceiva ble@stikeman.com.

Page 3 of 3

TAB 8

EXHIBIT "B"

referred to in the Affidavit of

ASHLEY JOHN TAYLOR

Commissioner for Taking Affidavits

Summary of total professional fees and disbursements for the period of May 15, 2015 to December 31, 2015

ln\uice t•crind of sen icc Fcl'S Uishurscmcnts 2 HST Tota1 1

5353277 For the period up to May 31, 2015 25,713.50 44.50 3,346.47 $ 29,104.47 5361021 For the period up to June 30, 2015 70,398.60 421.35 9,192.66 $ 80,012.61 5365061 For the period up to July 15, 2015 29,522.30 95.75 3,848.01 $ 33,466.06 5371216 For the period up to July 31, 2015 8,912.80 1,158.66 $ 10,071.46 5379405 For the period up to August 31, 2015 34,716.80 4.513.18 $ 39,229.98 5387231 For the period up to September 30, 2015 79,825.00 125.82 10,393.61 $ 90,344.43 5392222 For the period up to October 31,2015 37,626.70 107.30 4,905.42 $ 42,639.42 5402513 ' For the period up to November 30, 2015 6,136.00 797.68 $ 6,933.68 5409094 For the period up to December 31, 2015 5,769.15 749.99 $ 6,519.14 Total 298,620.85 794.72 38,905.68 s 338,321.25

All figures are presented in Canadian dollars 2. Inclusive of taxable and non·taxable disbursements

TAB C

EXHIBIT II C"

referred to in the Affidavit of

ASHLEY JOHN TAYLOR

Sworn January 12,2016 ;pg Commissioner for Taking Affidavits

Summary of total professional fees for the period of May 15, 2015 to December 31, 2015 by position

Numc !'osition Rutc !lours Total fees 1

A. Konigsberg Partner $ 975 1.25 $ 1,218.75 D.J. MacKenzie Partner $ 950 5.08 $ 4,826.00 S.L. Perrin Partner s 875 0.60 $ 525.00 H.J. Rosenhoff Partner s 875 3.41 $ 2,983.75 A.J. Taylor Partner $ 800 308.66 $246,928.00 J. Templeton Partner s 800 1.50 $ 1,200.00 N. Ramalho Partner $ 595 0.75 $ 446.25 Y. Katirai Associate s 500 45.39 $ 22,695.00 P. Corney Associate s 455 30.64 $ 13,623.80 V. Calina Associate $ 440 5.47 $ 2,406.80 L. Sinclair Student-at-law $ 295 2.27 $ 669.65 B. Lornsso Paralegal $ 275 1.65 $ 453.75 K. Piche Paralegal $ 270 1.33 $ 359.10 S. Bernier Paralegal $ 190 1.50 $ 285.00 Total 409.50 $298,620.85

All figures are presented in Canadian dollars

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C., 1985, c.C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF TRAVELBRANDS INC.

6507283 vl

Court File No. CV-15-10980-00CL

ONTARIO

SUPERIOR COURT OF JUSTICE

Proceeding commenced at Toronto

AFFIDAVIT OF ASHLEY JOHN TAYLOR (SWORN JANUARY 12, 2016)

STIKEMAN ELLIOTT LLP Barristers & Solicitors 5300 Commerce Court West

199 Bay Street Toronto, Canada M5L 1B9

Ashley John Taylor LSUC# 39932E Tel: (416) 869-5236

Fax: (416) 947-0866 Email: ataylor@stikeman.com

Lawyers for the Monitor