ontario in the matter of the companies' creditors...

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

: [email protected]

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.






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

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; drafting of the first report of the Monitor; 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; 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; 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; 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; coordinating with TravelBrands management and KPMG Corporate Finance to complete the CIM; 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






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 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


Total 24.7

16

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


August 25, 2015


Invoice

Reference

Client

Contact

Telephone

Email

: 8000789254

: 2000396062

: 1001807052

: Anamika Gadia

: (416) 777-3842

: [email protected]

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.


$ 156,085.00 CAD 4,930.00

$ 161,015.00 CAD

20,931.95 HST

Amount Due $ 181,946.95 CAD


•

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


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


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.



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


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; 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.









8



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.



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





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


October 20, 2015


Invoice

Reference

Client

Contact

Telephone

Email

: 8000850542

: 2000396062

:1001807052

: Anamika Gadia

: (416) 777-3842

: [email protected]

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.


$ 106,800.00 CAD 2,994.00

$ 109,794.00 CAD

14,273.22 HST

Amount Due $ 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


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


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.


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.


6


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



2015-08-26 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


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



November 03, 2015


Invoice

Reference

Client

Contact

Telephone

Email

: 8000861702

: 2000396062

:1001807052

: Anamika Gadia

: (416) 777-3842

: [email protected]

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.


$ 170,263.00 CAD 873.00

$ 171,136.00 CAD

HST

Amount Due


5.c. •

22,247.68

$ 193,383.68 CAD



Page 1 of 1

Professional Fees Summary For period: September 1 tO‘30, 2015


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


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


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 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.







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; 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



December 14, 2015


Invoice

Reference

Client

Contact

Telephone

Email

: 8000905078

: 2000396062

: 1001807052

: Anamika Gadia

: (416) 777-3842

: [email protected]

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.


$ 139,675.00 CAD 21,290.00

HST

$ 160,965.00 CAD

20,925.45

Amount Due

$ 181,890.45 CAD


Invoice No: 8000905078

Reference: 2000396062 Client: 1001807052

Amount: $ 181,890.45 CAD


Page 1 of 1

Professional Fees Summary For period: October 1 to 31, 2015


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


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 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.



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




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


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.



8.5

8.5

8.5

8


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.


HST

Amount Due


$ 80,560.00 CAD 1,905.00

82,465.00 CAD

10,720.45

93,185.45 CAD



December 15, 2015


Invoice

Reference

Client

Contact

Telephone

Email

: 8000906551

: 2000396062

:1001807052

: Anamika Gadia

: (416) 777-3842

: [email protected]



Amount: $ 93,185.45 CAD


Page 1 of 1

Professional Fees Summary For period: November 1 to 30 2015


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


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



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.



2015-11-17

2015-11-18

2015-11-19

6.0

7.5

6.5

5




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



January 07, 2016


Invoice

Reference

Client

Contact

Telephone

Email

: 8000927881

: 2000396062

: 1001807052

: Anamika Gadia

: (416) 777-3842

: [email protected]

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




Amount: $ 36,128.36 CAD


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


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



2015-12-08 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.



Total

3.4


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.


4.9

5.9

4.5

3

2015-12-29

2015-12-30



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: [email protected]

Lawyers for the Monitor

ontario in the matter of the companies' creditors...

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