¡N THE FEDERAL COURT OF AUSTRALIA QUD56 of 2014 REGISTRY: QUEENSLAND DIVISION: cENERAL
IN THE MATTER OF LINEVILLE PTY LTD (SUBJECT TO DEED OF COMPANY ARRANGEMENT) ACN, ABN or ARBN: ACN 107 493 738
PLAYGORP PTY LTD (ACN 006 277 3631AND ANOTHER ACGORDTNG TO THE SCHEDULE Plaintiffs
LINEVILLE PTY LTD (SUBJECT TO DEED OF COMPANY ARRANGEMENT)TRAD|NG AS ROBTNS KITCHEN
Defendant
AFFIDAVIT
On 7 MARCH 20141, KELLY-ANNE LAVINA TRENFIELD, of c/- FTI Consulting, 22 Market Street, Brisbane, eueenstand, 4000, Officiat Liquidator,n#" )*^p_, 1 I am a registered official liquidator andpe*nei ot lne t¡rm.Ffí Consulting.
2 I am one of the joint and several deed administrators of Lineville Pty Ltd (Subject to Deed of Company Arrangement) trading as Robins Kitchen ("Lineville").
3 I make this affidavit
(a) on behalf of my fel I Con Iting, John Richard Park ("Mr Park") and Quentin James Olde ("Mr Olde") being the other deed administrators of Lineville ("the Deed Administrators"); and
(b) in support of the interlocutory application to appoint the Deed Administrators as provisional liquidators of Lineville pursuant to section 472 of the Corporations Act 2001 (Cwlth) ("the Act").
4 I crave leave to refer to
(a) the affidavit of Steven Lew ("Mr Lew") sworn 12 February 2014 ("Lew Affidavit"); and
Signe Taken by:
Filed on a nt KING & OD MA DX 311 Brisbane Level 33 Waterfront Place T+61 7 3244 8000 1 Eagle Street F+61 7 3244 8999 Brisbane QLD 4000 Ref: PYPA/i/RS Matter no'. 04-5507 -1 420 11768661 1 (b) the affidavit of Andrew Reginald Yeo ("Mr Yeo") sworn 11 February 2014 ("Yeo Affidavit").
5 Where appropriate, capitalised terms which are defined in the Lew Affidavit and the Yeo Affidavit have the same meaning in this affidavit unless the context requires or suggests otheruvise.
6 Now produced and shown to me and marked annexure "KT-f is a paginated bundle of documents to which I will refer in this affidavit.
The Lew Affidavit and the Yeo Affidavit
paragraphs Affidavit and parag6*,| 7 t refer to 20 and 23 of the Lew ffieVSo.løayt, deposing to the contents of certain conversations between<'nyself and, rdspectively, Mr Lew and Mr Rosenthal on 30 January 2014, and Mr Yeo on 17 January 2014.
B I am advised by Mr Park that the contents of those conversations as they happened do not accord with what has been alleged by Mr Lew and Mr Yeo. However, in light of the urgent matters detailed below in this affidavit Mr Park has opted not to address those allegations in this affidavit however the Deed Administrators reserve their right to do so at a later stage.
I I refer to paragraph 18 of the Lew Affidavit and paragraphs 12 to 14 of the Yeo Affidavit alleging that the Report contained Material Omissions. I dispute that any omissions in the Report were material and reserve my right to lead further evidence on this at a later stage.
Events since the second meeting of creditors
10 The second meeting of Lineville's creditors was held at 2pm on 30 January 2014 ("Creditor's Meeting").
11 As detailed in the Lew Affidavit, at the Creditor's Meeting, Lineville's creditors resolved that Lineville enter into a deed of company arrangement ("DOCA") between Lineville, the Deed Administrators and Klearin Pty Limited ("Klearin"). The National Australia Bank ("NAB"), who is a secured creditor of Lineville, did not vote in respect of the resolution that Lineville execute the DOCA. I refer to the attendance register exhibited at "SL-15" of the Lew Affidavit and the copy of the schedule of voting at Annexure 'SL-16" of the Lew Affidavit.
12 A historical company extract of Klearin maintained by the Australian Securities and lnvestments Commission obtained today is exhibited at pages 9 to 10 of this affidavit. lt notes that Fred Bart ("Mr Bart") has been the sote director of Klearin since it was registered on 6 August 2007. Prior to the Creditor's Meeting on 23 January 2013 Klearin had entered into a supply agreement with Lineville to supply Lineville with stock to be sold by Lineville. The stock was subject to a Purchase Money Security lnterest (as defined in the Personal Property Securlfies Act 2009 (Cwlth)) in favour of Klearin ("Klearin PMSI").
13 On 4 February 2014, Allens Linklaters, the solicitors for the NAB, wrote to myself, Ms Trenfield, and Russells, the solicitor for Klearin Pty Ltd ("Klearin") and advised that although the NAB did
Signed: Taken by
11768661 1 2 not vote at the Creditor's Meeting, if the DOCA was executed and given effect pursuant to sect¡on 444(6) of the Act the NAB would consider itself bound by the DOCA as though it had voted in favour of the resolution for the DOCA and as though section 444D(2) applied to the NAB.
Contained at pages 1 1 to 13 of exhibit "KT-f is a copy of that correspondence.
14 On l0 February 2014, the DOCA was executed by all relevant parties. A copy of the executed DOCA is contained at annexure "SL-2" of the Lew Affidavit. Clause 8.1 of the DOCA was included to take into account the position of the NAB.
The DOCA Period
15 Klearin paid the sum of $75,000.00 within two days of the DOCA being executed in compliance with clause 3.2 of the DOCA.
16 On 24 February 2014.
(a) The Share Option (as that term is defined in the DOCA) was provided in compliance with clause 12.1 (e) of the DOCA. At pages 14 of exhibit 'KT-í" is a copy of the Share Option;
(b) The Deed Administrators made an allowance for payments to be made to the employees
of Lineville in compliance with clause 7 .2 and clause 8.6 of the DOCA;
(c) The Deed Administrators paid to the NAB the sum of $900,000.00 in compliance with clause 8.6 of the DOCA.
17 Clause 4 of the DOCA provided that the director of Lineville, Mr Warwick Madin Parer ("Mr Parer"), would be responsible for its management.
18 By 6 March 2014, the Deed Administrators had learnt of the following:
(a) ln contravention of clause 4(J) (iii) of the DOCA the landlords of eight sites from which Lineville was operating had terminated the premises leases and taken possession of the sites as a result of Lineville not paying rent and other monies payable under those leases. Numerous other landlords had given notice to Lineville that it was in breach of its various leases. At pages 15 to 84 of exhibit "KT-1" are copies of notices issued from various landlords of Lineville regarding Lineville's breach of its premises leases;
(b) ln contravention of clause 4 (i) of the DOCA, the employees at those closed sites were not being retained on the same terms as at the date of the DOCA,
(c) ln contravention of clause 4(j) (iii) of the DOCA, suppliers of stock to Lineville were not being paid for supplies during the DOCA period,
(d) ln contravention of clause 4(h) of the DOCA, an expiration date of 2 March 2014 was imposed for the honour of gift cards issued prior to the date of the DOCA.
19 ln lightof these matters, on the afternoon of 6 March 20141instructed King &Wood Mallesons, the Deed Administrators solicitor, to send the correspondence contained at pages 85 of exhibit
Sign Taken by
'1 1768661 1 3 "KT-1' to Russells and to Mr Greg Litster of Synkronos Legal, the solicitor for Mr Parer. The letter asked Klearin to confirm by '1pm today if it still wishes to proceed to effectuate the DOCA.
20 This morning at approximately 9:0'1am, Mr Park received an an emailfrom Mr Parer, which also included an email exchange between himself and Mr Bart. ln the exchange, Mr Bart asked Mr Parer to assist him in removing all stock from all stores of the Company that Klearin had supplied to the Company during the DOCA pursuant to the Supply Agreement purportedly in exercise of Klearin's rights under the Klearin PMSI. ln his email to me, Mr Parer states that following these instructions from Mr Parer that "We cannot trade and complete these instructions at the same time. Please advise what happens now?". Contained at page 87 of exhibit'KT-1" is a copy of that email.
21 Contained at bit "KT-1" of is affidavit is a letter received from Russells at approximatel
22 At 3:20pm today, Mr Park received an email from Mr Parer where he states:
'l have taken allsfeps necessary to secure the stock, bank accounts and allother assefs of the company today.
I fu¡'ther confirm that the assefs will not be dealt with pending a resolution of the currenf sfafus of the DocA.'
At page 97 of exhibit "KT-1" is a copy of that email $5zo,aoo 23 Following that email I learnt that an amount of approximately $6€ep€t had been from Lineville's bank account, which is under the control of Mr Parer. At the time of swearing this affidavit my staff is continuing to investigate this.
24 Later, at 4'.28pm, Mr Parer sent an email to Steven Lloyd of the NAB and Damian Bender, a Senior Managing Director of FTl. At page 99 of exhibit "KT-1" is a copy of that email.
25 At pages 101 of exhibit 'KT-1" is a copy of an email from Mr Lloyd. zo ln light of the matters detailed in paragraphs l8 to 25 of this affidavit, I do not believe the DOCA can be effected. I believe it is in the best interests of Lineville and its creditors for the Deed Administrators to be appointed as provisional liquidators of Lineville to attempt to secure the stock of Lineville.
Signed: Taken by:
1 1768661 1 4 27 Allthe facts and circumstances herein deposed to are within my own knowledge save such as are deposed to from information only and my means of knowledge and sources of information appear on the face of this my affidavit.
SWORN at Brisbane in Queensland before me:
Signature sed wit NESS
WILLIAM RICHARD GRAY SUGDEN S of de Level 33, I Eagle Street Brisbane QLD 4000
Signed: Taken by
1 '1768661 't 5 Schedule of Gompanies
IN THE FEDERAL COURT OF AUSTRALIA OUD 56 of 2014 REGISTRY: QUEENSLAND DIVISION: GENERAL
IN THE MATTER OF LINEVILLE PTY LTD (SUBJECT TO DEED OF COMPANY ARRANGEMENT) (ACN: 107 493 738)
Plaintiffs First Plaintiff PLAYCORP PTY LTD (ACN 006 277 3631 Second Plaintiff HOUSE CORPORATE PTY LTD (ACN 006 358 205)
Date: 7 March 2014
sig Taken by:
Filed on ndant: KING & WOOD MAL s DX 311 Brisbane Level 33 Waterfront Place T+61 7 3244 8000 1 Eagle Street F+61 7 3244 8999 Brisbane QLD 4000 Ref: PYP/WRS Matter no'. 04-5507 -1 420
11768661 1 IN THE FEDERAL COURT OF AUSTRALIA QUD 56 Of 2014 REGISTRY: QUEENSLAND DIVISION: GENERAL
IN THE MATTER OF LINEVILLE PTY LTD (SUBJECT TO DEED OF COMPANY ARRANGEMENT) (ACN r07 493 738)
plAycoRp pTy LTD (ACN 006 277 3631AND ANOTHER ACCORDING TO THE SCHEDULE Plaintiffs
LINEVILLE PTY LTD (SUBJECT TO DEED OF COMPANY ARRANGEMENT)TRADING AS ROBINS KITCHEN Defendant
EXHIBIT ''KT-1"
This is the exhibit marked ""KT-1"" referred to in the affidavit of KELLY-ANNE LAVINA TRENFIELD sworn 7 MARCH 2014
Before me:
WILLIAM RICHARD GRAY SUGDEN Level 33, 1 Eagle Street Brisbane QLD 4000
Signed Taken by:
1 r 768661 7 INDEX TO BUNDLE OF DOCUMENTS
MARKED ANNEXURE KT-1
Description Page Historical Company Extract for Klearin Pty Limited ACN 129 909 626 ("Klearin") I Letter from Allens Linklaters to Russells dated 4 February 2014 11 Share Option 14 Notices from various landlords 15 Letter from King & Wood Mallesons to Russells and Synkronos Legal dated 6 March 2014 B5 Email exchange between Mr Parer, Mr Bart and myself dated 7 March 2014 87
Letter from Russells dated 7 March 2014 89 Emailfrom Mr Parer 97 Emailfrom Mr Parer 99
Emailfrom Steven Lloyd 1 0 1
Signed: Taken by:
1 1768661 1 I ASIC & Business Names ORGANISATIONAL SEARCH ON KLEARIN PTY LIMITED
Historical Extract
This information was extracted from ASIC database on 07 March 2014 at 12:11PM
This extract contains information derived from the Australian Securities and lnvestment Commission's (ASIC) database under section 1274A of the Corporations Act 2001. Please advise ASIC of any error or omission which you may identify.
126 909 626 KLEARIN PTY LIMITED DOGUMENT NO.
126 909 626 ABN 53 126 909 626 Registered in NSW Date Registered 06-Aug-2007 Review Date 06-Aug-2014
Current Organisation Details
Name KLEARIN Pry LIMITED 183512373 Name Start 06-Aug-2007 Status REGISTERED Type AUSTRALIAN PROPRI ETARY COMPANY Class LIMITED BY SHARES Subclass PROPRIETARY COMPANY Disclosing Entity NO
Current Registered Office
AddTess SUITE 2 LEVEL 12,75 ELIZABETH STREET, SYDNEY, NSW, 183512373 2000 Start Date 06-Aug-2007
Current Principal Place of Business
AddTess SUITE 2 LEVEL 12,75 ELIZABETH STREET, SYDNEY, NSW, 1E3512373 2000 Staft Date 06-Aug-2007
Current Director
Officer Name FRED BARÏ 1 E3512373 ABN Not available Birth Details 30-Apr-1 954 MELBOURNE VIC Address 98 VICTORIA ROAD, BELLEVUE HILL, NSW, 2023 Appointment Date 06-Aug-2007
Page 1 of3 g ABN 16 002994 407 Address SUITE 2 LEVEL 12,75ÊLIZABETH STREET, SYDNEY, NSW, 2000 Joint Holding NO
Class ORD 7E5837641 No. Held 2 Beneficially Owned NO Fully paid YES
Name ATAMINE PTY LTD ACN 121 439781 ABN 78 121 439781 Address SUITE 2 LEVEL 12,75 ELIZABETH STREET, SYDNEY, NSW, 2000 Joint Holding NO
Document Details Received Form Type Processed No. Pages Effective
20-Feb-2014 484 20-Feb-2014 2 20-Feb-2014 785853274 484N Change to Company Details Changes to (Members) Share Holdings
14-Feb-2014 484 14-Feb-2014 2 14-Feb-2014 785837641 4B4N Change to Company Details Changes to (Members) Share Holdings
06-Aug-2007 201 06-Aug-2007 3 06-Aug-2007 183512373 201C Application For Registration as a Proprietary Company
*** End of Extract ***
Page 3 of3 10 Alfens Riverside Centre GPO Box 7082 '123 Eagle Street Riverside Centre Br¡sbane QLD 4000Austrâlia Brisbane QLD 4001 Australia DX 210 Br¡sbane T +61 7 3334 3000 F +61 7 3334 3444 www.allens.com.au ABN 47 702 595 758 Alfens> Date 4 February 2014 Confidential Email From Alf Pappalardo To Stephen Russell, Russells, Sydney Email [email protected] Gopy To Kelly Trenfield, FTI Consulting, Brisbane Email Kelly.Trenfield@ft iconsultin g.com Gopy To John Park, FTI Consulting, Brisbane Email John. [email protected] Dear Mr Russell Lineville Pty Ltd (Administrators Appointed) (the Companyl - NationalAustralia Bank Limited (NAB) Altach OurRef GNR:BWH:120422151 agpb 40128181375v1 120422151 4.2.2014 Allens ¡s an independenl partnership operating ¡n alliance with Lìnklate.s LLp. This ema¡l (including âll attachmenls) may contain pe6onal ¡nfomation and is intended solely for the named addressee. lt is confidential and may be subjecl to legal or other reply emall, delete ¡t from your system and deslroy any copies. This email is also subject to æpyright. No part of it should be reproduæd, adapted or @mmuniæted w¡lhout the writlen ænsent of the copyright owner. Any personal infomatìon in this emaìl must be handled in aæordance with the Privacy Acl 1988 (Cth). We may ællect pe6onal infomat¡on and how you æn aæess it. Emails may be ¡nterfered with, may conlârn computer viruses or other defects and may not be suæessfully repliæted on othe¡ systems- We g¡ve no waranties¡nre¡ationtothesematters lfyouhaveanydoubtsabouttheauthenlicityofanemailpurporledlysentbyus,pleaseæntaclus¡nmediately. 11 Allens Riverside Centre GPO Box 7082 123 Eagle Street Riverside Centre Brisbane QLD 4000 Auslral¡a Brisbane QLD 4001 Australia DX 210 Brisbane T +61 7 3334 3000 F +61 7 3334 3444 ( www.allens. com.au ABN 47 702 595 758 Ållens > Linklaters 4 February 2014 Stephen Russell Managing Partner Russells GPO Box 4000 Sydney NSW 2001 By Email: [email protected] Dear Mr Russell Lineville Pty Ltd (Administrators Appointed) (the Companyl - NationalAustralia Bank Limited (^JAB) We act for the NAB and have been given a copy of your letter to Mr Steve Lloyd dated 31 January 2014.We would be grateful if you would address all future correspondence to this firm. We have taken instructions on the matters set out in your letter and are instructed to respond as follows: (a) our client has had no discussions with either of your clients with respect to your clients' proposed DOCA; (b) there has been no correspondence between the NAB and either of your clients with respect to the proposed DOCA; (c) no representations or commitments of any kind have made or given to either of your clients with respect to the proposed DOCA. There was no basis for any asserted reliance by your clients and, nor was our client ever previously advised of any such alleged reliance; (d) there is no contract or agreement of any description in existence between your clients and the NAB; (e) the discussions between our client and the administrators regarding the proposed resolution and DOCA were no more than orthodox discussions held between administrators and a stakeholder regarding a proposed DOCA. All such discussions did no more than state a current intention in light of the prevailing circumstances and the proposals being put fonarard at that time. There was certainly nothing in any of those discussions which conveyed an agreement, contract or any manner of irrevocable promise that our client would not be considering (and leaving open) its options - particularly if alternative/revised proposals eventuated (as they did); (f) the subsequent conduct of the administrators (after 17 January 2014) in seeking the NAB's advices as to whether it preferred the DOCA or the alternative proposal are entirely consistent with that position. Finally, it is difficult to see how the administrators could possibly assert (and notably they do not appear to) that there was any manner of contract, agreement or irrevocable promise by the NAB as to a particular course given their continued (and appropriate) attempts to elicit the best possible proposal for creditors rights up to the time of the actual vote. Our Ref AGPB:12O422151 agpb A01281 81 375v1 12042215'l 4.2.2014 L2 Russells Allens ¡ < LÌnklaters Accordingly our client's abstention from voting at the second meeting of creditors of the Company was both appropriate and lawful. Our client does not accept that there is any legal or factual basis to any of your clients' allegations. However, the NAB advises that if the DOCA resolution results in an instrument being prepared under section 444A and a deed of company arrangement coming into effect pursuant to section 444B(6), then the NAB will consider itself bound by the DOCA as though it had voted in favour of the resolution for the DOCA and as though section 444t(2) applied to it. Obviously, as would have been the case if our client had voted for the DOCA, if the DOCA is set aside or the conditions in paragraph 13 of the DOCA proposal (other than 13(a)) are not satisfied then, from that time, our client will not be bound by the DOCA and reserves its rights to act as it considers appropriate. Those rights include, without limitation, how our client may choose to vote at any subsequent meetings of creditors. Your clients and the administrators are entitled to rely on the NAB's position as stated in this paragraph and are entitled to treat condition 13(a) of the DOCA proposal as having been satisfied. We have copied this letter to the administrators for their information. Yours faithfully ø- Alf Pappalardo Partner Allens Alf. [email protected] T +61 7 3334 3269 Copy to: Mr John Park / Ms Kelly Trenfield, FTI Consulting agpb 40128181375v1 12O422151 4.2-2014 page 3 13 0tIl0il 6RÂlilED Bl ll'ÁR11'lCK.ì{^t?lll tÀRlR I0 ÂIÀlllNFttTtID,tSTLUSTt[]0tTnl fRBD BI T1 IOO' f¡¡I II.l TRUST I. Warçvick MartirrParer,tringfteholbofanofùcslnuinllær,illeItl I-td(rnnnfoæ(l)orlirny slurc)arullrr conslderation of the payment of thc surn of ONB DOLLÄR ($1.00). the receipt of which l hereby acknowleclge, HIIREBYGRAIITIo t1ÀlllN{ trT LTD .{s TTllSTßl F0R flE IRBD 8ÅR1200t }Àlf ll,Y tRUSf theoptiout purchase thc said share for tìre sunr of $ 1.00. The saicl optlon rnay be exercised lry written rìotice at any finre until 5.00 plu on 3l Decenrber-, 2014. This agreement ìììay be exccuted in counterparts, rvllicìr will l¡e read as one document, and bindÍng on thc latter of f he tlvo to sig,n. 'l'¿ÁÌlttcK.uAtltx I)tîËl) l{ I¡t RüÅRT, t0l{, ÄGtttD: {1å¡,f r¡{[ rlY LTD AlF r]f X FRED 8ÁR1r00J FrütrY TRUST Irr tRìI) BÅRT 4 L* rf {\,t LA\¡r'YER5 lson¡vryæffi/grose Our Ref MJFl 30260 Yo¡.¡r Ref Date 31"1 January 2O14 Dlrect Llne (o7).4760 OlOO Dlrect Emall [email protected] Attention: Ouentin Olde, John Park and Kellv-Anne Trenfield Linevilfe fty Ltd (administrators appointed) CÊ FTI Consulting GPO Box 3127 BRISBANE QLD 4OOO SENT BY EMAIL & ORIGINAL BY EXPRESS POST email address: Julie. [email protected] DUCKWORTH NOMINEES PTY LTD LEASE TO LINEVILLE PTY LTD (ADMINISTRATORS APPOINTEDI PART OF BUILDING I, DOMAIN CENTRAL, 103 DUCKWORTH NOMINEES PTY LTD ROBIN'S KITCHEN We act for the Lessor in relation to the above lease. We understand that you have been appointed as administrator for Retail Adventures Pty Ltd. We enclose Property Law Act Form 7 Notice of Breach of Covenant in relation to rental arrears; and 2 Property Law Act Form 7 Notice of Breach of Covenant in relation to the appointment of an administrator. Yours faithful Encl PARTNERS ASSOCIATES :.tvi'i illc, :: !ii;1.: !¡.r r:i:i * t4axine Paul Martìnez tenlon ii-i i_ìris ì I j -i 1,.)rvr.¡::i,rit:: í.)i i) .lS il; I)etei L)uíiy ** Rer:ze Verheyen ir'+' Chris Bowrey ileìcji Avotic¡ T.ìieci:r-'rr.: iû7,ì 47óU 0 iliC Dar: Mcrtcn T¡avrs Schrnrti FacsiilÌirl (,?1': 4i7'l 6i.\i ) lficheife Ìlcrton "*+ Chnsto:rfrcr Bowde;r lrl.tii vr't j-rl.¿ij john car ey ,{çl)'n'l 3,.r-c patton \/'\!,'7e[] \\,\r\¡J..^/t-f (:.eitì,¿t.i fì¿vicj .: ì:;1iì;_ro s;f,.;j:,sl ¡jr:]cir.r i.ìv¡ ,R.elìee Belneit +*a* r** ¿.(i"rdJ¡^.i iÊcclli,:l Pcrsr;r¡i kii ¡f:., i..ì..r , /ir:ar(ìij,t(:(j - J8229 lJ{}:ó0 0--ìS.docx 15 PLA Form 7 Version I NOTICE TO REMEDY BREACH OF COVENANT Property Law Act 1974, Section 124 To Lineville Pry Ltd (administrators appoinred) A.C.N. 107 493 738 C/- F.T.l. Consulting G.P.O. Box 3127 BRISBANE OLD 4OOO The Lessee of: Part of the ground floor of huÍldíng l. Domaín Central at lO3 Duckworth Street, Ga¡butt (being part of Lot 102 on SP f 90O2O, County of Elphinstone, Parish of Coonambelah, Tírle Reference 50652941 . ("the Premises"). With reference to the lease of the Premises, dated the 8th August 2008, for a term of six (6) years commencing on the 29'h August 2OOB and the covenants by the Lessee at clause 4.1, clause 7, clause 12.1, clause'12,3, clause 13.1, clause 14,1 and clause 15.2(5) which read as follows: "4. I You must pay us the rent and other money you owe us on time. 7.1 You must pay us the rent in ltem lO, in equal monthty ìnstalments, in advance on or before the first day of each month without deduction, setoff or counterclaím. l2.l If ltem l7 provides for turnover rent, you must pay us turnover rent in addìtion to the rent. The agreed percentage is set out in ltem 18. 12.3 You must pay us the turnover rent wíth youÍ next monthly payment after we give you the statement. 13.1 lf ltem 19 states "yes" you must pay your share of operating expenses for the centre. 14. I You must pay us the marketing levy ìn ltem 2O monthly and in advance on the î'l day of each month. 15.2 You must pay us, within l4 days of us billing you, for the electricity consumed ín the premises on the basis of the metered consumption (as read from time to time had you been a non-market customer of the relevant retail entíty þs defíned ìn the Electricity Act 1994 (Otd))..." 58229 1.1U2ó0 0l6.docx L6 -2 and the breach by you of those covenants, the Lessor gives you not¡ce and require you to remedy that breach by the 14fr February 2O14 by paying to the Lessor the sum of THIRTY FOUR THOUSAND, THREE HUNDRED AND THIRTY SIX DOLLARS AND FORTY NINE CENTS ($34,336.491 ¡n outstanding Rent, Operating Expenses, Turnover Rent, Marketing Levy and Electricity Charges, for the períods and in the amounts as contained in the Statements attach€d to this notice and marked with the letter "4" o DATED this 3 / dav or fa'/u't't / 2014 For and f of the Lessor NOTE: The Lessor will be entitled to re-enter or forfeit the lease in the event of the lessee faíling to comply with this notice withín a reasonable time - see Section 124 of the Property Law Act 1974. 56?29 1102ó0 03ó.rlocx T7 ' kl' The Townsville Unit Trusl I \ , ¡ a ABN: 87 493 844 742 T TAX INVOICE TAX INVOICE No: 080223 ROBINS KITCHEN SHANE IIICKS PO BOX 622 MORNING SIDE OLD 4170 AccountNumber: 00000610 1i09l201 3 101 Retaif Rent 7,239.09 .00 7,239.09 1t1012013 101 Retail Rent 7,239.09 .00 7,239.09 1to9t2013 116 Promotions Levy 361.95 .00 361.95 111012013 '1 16 Promollons Levy 361 .95 .00 361.95 1t09t2013 270 Electricity 02107 I 1 3-01 /081 I 3 741 .15 .00 741.15 1t10t2013 270 Electricity 01 108/ 1 3-021091 1 3 856.1 3 .00 856.1 3 1t09t2013 276 Rates Recovery 150.85 .00 150.85 1110t2013 276 Rates Recovery 150.8s -00 150.85 1t09t2013 750 O/G General Recovery 495.25 .00 495.2s 1t1012013 750 OiG General Recovery 495.2s .00 495.25 1 /09/201 3 GSM Tax for 1 16 36,20 .00 36.20 1t10t2013 GSM Tax for 116 36.20 .00 36.20 1/09/201 3 GST Tax for 750 49.53 .00 49.53 1109t2013 GST Tax for 276 15.09 .00 15.09 110912013 GST Tax for 270 74.12 .00 74.12 1 /09/201 3 GSr Tax for 1 01 723.91 .00 723.91 1t10t2013 GST Tax for 270 85.61 .00 85.6.1 1t10t2013 GST Tax for 101 723.91 .00 723.91 1t10t2013 GST Tax for 750 49.53 .00 49.53 111012013 GST Tax for 276 15.09 .00 15.0S DUË: t9 75 AccountNumber: 00000610 INVOICE #: 080223 ROBINS KITCHEN Please remlt payment to: Duckworlh Nomlnees Pty Ltd ITF The ïownsville Unit Trust BSB:014-015 A/C Number: 283473288 Please mail cheques to: PO Box 7937 Garbutt QLD 4814 Please fax or emall remittance advice lo Fax:07 4755 0418 Email : [email protected] 30 10,0r3.6f 9.887.14 0.00 0.00 0.00 19,900.75 1B DOMAIN CENTRAI- BG I . SOUTH ELECTRICITY ADVICE TENANT NAME: ROBINS KITCHEN ACCOUNT PAYABLE TO: SHOP NO: 8I.14 DUCKWORTH NOMINEES PTY LTD LEASE/TËNÁNT Nt: WATTS ENERGY NO. 10 WATTS ENERGY GRP NO. o RATES ARE CARBON INCLUSIVE. NEW RATES APPLIED AS AT II7 I?ALZ NO. ÎENÀ¡¡T DETÀII¿S }ÍETER NO PREV REÀDTNG CURREI{T REÀDÍ¡¡O DÀYS FÀCTOR TÀRIFP R¡{E oL/os/2011 02/09/20]-1 10 ROEINS (ITCHEN 27 08 693 224t34 227 9+2 32 1.000 20 3508 Eleclrlcity Usage Greenhou¡e Gas Emission 5000 .t ? 40 300 200 o o ó o ai o 1000 N I ÀJ òN t\, 0 o ð òàNO È ä È È o o (.¡ o cf o o (, o c? o È ù ñ ñ ññ ñ ù ñ b N N 9 N ÀJ N ó o ó ó óo o ó o ó È ð ò ò ð ò ð è ð b N ñ N o ooûJ@oo õ o o ñ) (/) Þ !¡ !¡ \¡ co (o ù ñ ù ù ñ ñ ñ Àl Ð c) o o ci (1 a o Ò È (J È 6+ñìþua. lcl¡l 3å.¿{! Tcñtr È Ca6Þs¡r A{l: 3.1¿7 -q.{ N N N OJ (! (¡) (¡) (¡) oJ OJ ü 6 Date Usaqe Sfcr¿t r - .aÈlbaÈed r.ådlng You: tvrrÀgG dally uec: ?his account: i09.62 ¡iwil SaÍe iinìe lrst yèar: 91.6? KwH t4&ter Àccúss - su Ke car oblairì ¡ccual meter readings, p!eåêÉ en6urs cllaL locked doors cr stoçk, boxss oY glher ôbst-Ìuci'lons iio lot preverrt accegs f,o your ncier ro be:ead. fhis w!ìl prcvenr eettaaLed meter rÊadings fcr ycur shop of Eclarcy. t TARIFF DETAILS (excluding GST) Electricíty Charges 814,48 Service Fee $ 41.65 Tariff Charge rate per KWH : 23.22c 20 Admin. Charge $ 0.00 Seruice Fee Per Day: 130,161c Levy Due $ 0,00 TOTAL AMOUNT DUE $ 8s6.13 19 'r\ The Townsville Unít Trust I ¡ \ ) I ¡ ABN:87 493844742 I ¡ I TAX INVOICE 1t1112013 ROBINS KITCHEN SHANE HICKS PO BOX 622 MORNING SIDE QLD 4170 AccountNumbe¡: 000006.10 1t0912013 101 Reta¡l Rent 7,239.09 .00 7,239.09 1t10t2013 101 Retail Rent 7,239.09 .00 7,239.09 1t11t2013 101 Retail Rent 7,239.09 .00 7,239.09 1 /09/201 3 116 Promotions Levy 361.95 .00 361.95 111012013 116 Promotions Levy 361.95 .00 361.95 1t11t2013 116 Promotíons Levy 361.95 .00 361.95 110912013 270 Electric¡ty 02 107 I'l 3-01 l08l 1 3 741 .15 .00 741.15 1t10t2013 270 Electflcity 0 1 /08/1 3-02/09/1 3 856.13 .00 856.1 3 1111t2013 270 Electrícity 02/09/1 3-01 /1 0/1 3 827.38 .00 827.38 1/09/201 3 276 Rates Recovery 150.85 .00 150.85 1110t2013 276 Rates Recovery 150.85 .00 150.85 1t111201s 276 Rales Recovery 150.85 .00 150.85 1111t2013 690 Annual R&T AdjFY12113 -240.58 .00 -240.58 111112013 690 Annual O/G Adj FY1 2/1 3 -211.82 .00 -211.82 1to9t2013 750 O/G General Recovery 495.25 .00 495.25 111012013 750 O/G General Recovery 495.25 .00 495.25 1t11t2013 750 O/G General Recovery 455.25 .00 495.25 1to9t2013 GSM Tax for f 16 36.20 .00 36.20 1110t2013 GSM Tax for 1 16 36.20 .00 36.20 111112013 GSM Taxfor 1 16 36.20 .00 36.20 1 /09/201 3 GST Tax for 750 49.53 .00 49.53 20 The Townsville Unit Trust I t I I I I ABN: 87 493844742 I TAX INVOICE 080333 ROBINS KITCHEN SHANE I-IICKS PO BOX 622 MORNING SIDE QLD 4170 AccountNumber: 00000610 1t09t2013 GST Tax for 276 15.09 .00 15.09 1t09t20'13 GST Taxíor 270 74.12 .00 74.12 1t09t2013 GST Tax for 1 01 723.91 .00 723.91 111012013 GST laxfor 27O 85.61 .00 85.61 111012013 GST Taxfor 101 723.91 .00 723.91 1t10t2013 GST Tax for 750 49.53 .00 49.53 1t10t2013 GST Tax for 276 15.09 .00 15.09 1t11t2013 GST Tax for 690 -21.18 .00 -21 .18 1t11|m13 GSï Taxtor 270 82.74 .00 82.74 1t11t2013 GST Tax for 276 15.09 .00 15.09 111112013 GST Tax for 690 -24.06 .00 -24.06 1t11/2013 GST Tax for 1 01 723.91 .00 723.91 1t11t2013 GST Tax for 750 49.53 .00 49.53 æ 10 AccountNumber: 00000610 INVOICE #: 080333 ROBINS KITCHEN Please remil payment to: Duckworth Nominees Ply Ltd ITF The Townsville Unil Trust BSB:014-015 A/C Number: 283473288 Ptease mall cheques to: PO Box 7937 Garbult QLD 4814 Please fax or email remittance advice to: Fax:07 4755 04.f8 Email: [email protected] Current 30 90 E 9.484.35 10,013"61 9,887.14 0.00 0.00 29,385.10 2I (A DOMAIN CENTRAL BG T - SOUTH ELECTRICITY ADVICE TENANT NAME: ROBINS KTTCHEN ACCOUNT PAYABLE TO: SHOP NO: BI-14 DUCKWORTH NOMINEES PTY LTD LE*SE/TENAfiT !*E: WATTS ENERGY NO. 10 WATTS ENERGY GRP NO. o RATES ARE CARBON INCLUSIVE. NEW RATES APPLIED AS AT LI7 I2OI2 !{O. TENÀNT DEÎÀILS }IEîER }TO PREV REÀDINO CI'RRENT REÀDTNO DÀYS FÀCÍOR IÀRIFF RWU 02/oe/2or3 or/L0/2oL3 10 ROBINS KITCIIEN 2708693 227942 2313{3 29 1.000 20 3,t 01 Electricity Usage Greenhouse Ga¡ Emi¡sion 400 3000 I 2000 0 o o doÒoó 1 000 AJ 9 IN¿N¿ ò È à ñQÈÈã o (¡, o (f o o o doo Date Usrqe ftø¡t t - .rtlñ!t.d r.tdlñg Your average drlìy ura¡ thl.s accourìL: llt.2B ¡:wtf Sane Ciftê laec year: 112.O KvH Iteter Àccost - so we ca¡r o.bÈain acfu¿1 deter rea.Sings, .irlease er:6ure thau lockeC Ccors cr êuock, boxes o¡ other obslructions do noc preve,ac âcceô3 Lo yoìrr ñecsr co be rcad. Tìì1e vl1I prevent ecLj.EðíeC setel readi¡gs ior ),our 6hcp or sentncy, TARIFF DETAiLS (excluding GST) Electricity Charges $ 789.64 Service Fee $ 37.74 Tariff 20 Charge rate per KI,IH:23.22c Admin. Charge $ 0.00 Se¡vice Fee Per Day: 130,16lc Levy Due $ 0.00 TOTAL AMOUNT DUE $ 827.38 22 LEASE TO TINEVILTE PW LTD 1nOnO13 Relail Rent 01/10/201 3 to 31 l1ol2o13 7,239.09 723.91 7,963.00 1no12013 Promo Levy 01/1 0/201 3 to 31/1 0201 3 361.95 36.20 398.15 1nono13 OG Recovery 01 110t20'13 to 31/1 01201 3 45s.25 49.53 544.78 th0no13 Rates Recovery 01 ! 1 Ol2O'l 3 to 31 I 1 0 f201 3 150.85 15.09 165,94 1/1 0/201 3 E,€clr¡c,ity Ete¿trieity 01 /0&/2S1 3 ts 02109/281 3 85€.13 85.61 111112013 Retail Rent 0111112013 to 30/1 112013 7,239.09 $ 723.91 $ 7,963.00 1111t2013 Promo Levy 01t1112013 to 30/1 1/2013 361.95 $ 36.20 $ 398.15 1t11!2013 OG Recovery 0111112013 to 30/1 12014 495-25 $ 49.53 $ 544.78 1t11t2013 Rates Recovery Mffif2ü3to 30111f2o14 150.85 $ 15.09 $ 165.94 1t11t20't3 Electricity Electricity 0A0912013 to 0lll 0/201 3 827.38 $ 82.74 $ 910.12 IITñTIWNTCI ÑNUEÑEFI^I 111212013 Retail Rent 01 I 121201 3 to 1 51 121201 3 $ 3,502.79 $ 3s0.28 $ 3,853.07 1112Í2013 Promo Levy 01 I 121201 3 to 1 51 1 21201 3 $ 175.'18 $ 17.52 $ 192.70 1112t2t13 OG Recovery 01 I 1 21201 3 to I 51 1 21201 3 $ 239.64 $ 23.36 $ 263.60 1112t2013 Rales Recovery üt1A2U3 to 't511212o13 $ 72.99 $ 7.30 $ 80.29 1112t2013 0111012013 to 01/1 1Æ013 898.94 $ 83.90 $ s88.84 LESS OUTGOINGS FY ADJUSTMENT -5 240.58 -s 24.06 -s 264,64 -( 271.82 -5 21.18 -s 233.00 ELECTRICITY NOT YET BILLED Electric¡ty Electricity O1l11l2013lo 0211212013 ö 1 .1 18.81 $ 11 1.88 $ 1,230-69 Ete{dr¡c¡ty €leclricity02/1212013to1ilQf2013 s 52s.18 s 62.s2 s 687.70 INV 01 1213A OUTSTANDING PERCENTAGE RENT s 1,142.68 5 Lt4.z7 S 1,256.95 fNV 0112138 OUTSTANDING PERCENTAGE RENT $ s,713.38 S szr.E+ S 6,284.72 re 23 PLA Form 7 Version 1 NOTICE TO REMEDY BREACH OF COVENANT Property Law Act 1974, Section 124 Tor Lineville Pty Ltd (administrators appointed) A.C.N. 107 493 738 C/- F.T.l. Consulting G.P.O. Box 3127 BRISBANE OLD 4OOO The Lessee of: Part of the ground floor of buílding l, Domaìn Central at 103 Duckworth Street, Garbutt (being part of Lot 102 on SP 190020, County of ElphÍnstone. Parísh of Coonambelah. Title Reference 5O652947. ("the Premises")- With reference to the lease of the Premises, dated the 8th August 2OO8, for a term of six (6) years commencing on the 29th day of August 20OB and the covenant by the Lessee at clause 52.1(6) which reads as follows: " 52.1 (6) tf...an administrator, provisíonal administrator, liquídator, provisional liguidator, receiver, receíver and manager or inspector is appointed to you or the covenantor;... We may do any of the following: (81 re-enter and take possession of the premises; Pl end the lease; (f q Íecover from you or the covenantor any loss we suffer; (f t¡ use the security amount to recover any íoss we suffer; (f2J remedy the hreach at your cost and enter and remain on the premises for this purpose; or (f q exercise any of our other legalrights. and the breach by you of those covenants, the Lessor gives you notice and require you to remedy that breach by the 14th February 2O14 by ensuring that the company has not appointed an administrator, provisional administrator, líquidator, provisional liquidator, receiver, receiver and manager or inspector as detailed in clause 52.1(6) of the Lease. DATED this 3['n day of fn*øly 2014 5S2:9 . I 30260,()ll.dæx 24 a For and on of the Lessor NOTE: The Lessor will be entitl€d to rerenter or forfeit the lease ín the event of the lessee failing to comply with th¡s notice within a reasonable time - see Section 124 of the Propeny Law Act 1974. J8?29- I 102ó0,.03?.docx 25 rr 'r flô* I I 7th February 2014 Lineville Pty Ltd (Adm in istrators Appointed) GPO Box 3127 Brisbane, Queensland, 4001 DearJulie, Re: Shop 74, Buílding I, Robbíns Kitchen, Domaîn Centrø|, Townsville URGENT NOTICE We draw your attention to the fact that Rent charges in respect of the above premises remain unpaid as at the date of th¡s letter. Under the terms of the lease, all payments are due on or before the first day of each month. Please pay the outstand¡ng total of 59,290.6'9 immediately to avoid recovery action being taken and interest being applied. lf you have any queries about this matter, please contact the undersigned immediately Yours Sincerefy, Sandy Corbett CENTRE MANAGER Queensland's largest homemaker, lifestyle and outlet centre 103 Duckworth Street, Garbutt .Qld 4814 Phone 07 47550417 Fax 07 47550418 26 t o w4 "17 \' 1 a ',, 1 MAIN STREET,, SPRINGFIELD CENTRAL @w QLD 43OO mtrvac Phone No: 07-34703200 Fax No: 07-34703220 Contact: Cather¡neHare February 07,2014 ROBIN'S KITCHEN Lineville P/L(Administrators Appointed) GPO Box 3127 n:3EE\ZE]llì Brisbane, QLD 4001 iÌ, r ü i-;i ;tì+ L Dear Lineville P/L(Administrators Appointed Orion Springfield Town Centre, Springfìeld QLD Shop: 5033 - Robins Kitchens / LINEVILLE PTY LTD Monthly Rent Payment We wish lo draw your attention to the fact that at the time of writing you are in anears for an amount equalto $10,134.13. Under the terms of your Lease, rental is due and payable in advance by the first (1st) day of each month. lf payment is not made by this date, you are in immediate default of your Lease and the Owner is within it's rights lo take action to recover the debt. The payment of rent and other charges is an essential term of the Lease, therefore if you have not already done so please pay all outstanding amounts within seven (7) days of the date of this letter. The guidelines for payrnent have now been clearly defined and must be strictly adhered to. lf there is any reason that you are unable to adhere to the conditions of your fease or this letter, or if you require any further clarification on the above then please contact the undersigned immediately. Yours Sincerely Mirvac Real Ltd 41 Catherine Orion Springfield Town Centre, Springfìeld QLD 27 l-qon I l¡ .,i ! *ftí '' I E}EXUS PFIOPERTY GROUP DEXUS Property Services Pty Limited 7 February 2014 ABN ó6 080 918 252 Capataba Central Linevilte Pty Ltd (Administrators Appointed) l/*oreton Bay Road T/A Robins Kitchen PO Box 683 C/_ FTI Consulting (Austratia) Pty Ltd_ -, . GK)8ox3127 'llììEcE[wtrìJl=l Capa(aba QLD 41 57 Brisbane etd 4oor Tetephone 07 3245 8888 lü1 r ü FËß ?tr+ llj Facsimite 07 3245 8899 By:--___-__ Dear Sir Re: ROBINS KITCHEN - SHOP S72 - CAPALABA CENTRAL We note that your account for the above premises is currentty in arrears. This coutd simply mean that the payment has been overlooked or has been recentty sent. We take this opportunity to remind you that pursuant to your tease, rental is payabte without any formal notíce of demand on the lst day of each month. Please ensure that the current monthly charges are paid immediately to bring the account up to date. It is our desire to seek your co-operation in this critical area of business and avoid any penatties that could be imposed shoutd future payments not be made on or before the lst of eadr month. Yours faithfully, DilUS PROPERTY SERVICES PTY LTD J Ria Whittle Administration Àtanager Our Ref: Lease lD 1435 28 '1*1Y{ -{Þ ¿ -\h{4 ErinaFair Lend lease rK 1l February 2014 Robins Kitchen C/- FTI Consulting (Aust) P/L GPO Box 3127 Iil ï-rrnl.FT?çr¡c= BRISBANË QLD 4OO1 jülî;ff,i"ff Dear Sir / Madam, B Y: -----__- Lease of Robins Kitchen, Erina Fair Provision is made under the terms and conditions of the above Lease obligating you to pay your rent and associated charges in advance to the Lessor on the first day of each month. The Lessor hereby requires that you immediately pay all outstanding arrears currently in the amount of $16,319.63. lf payment ís not made, we reserve the right to proceed with further action In accordance with the terms and conditions of your lease. lf any legal costs are incuned ¡n the recovery of the debts, such costs will be payable by the Lessee. lf these arrears have recently been paid, please disregard this notice and ensure all future payrnents are made on or before the due date (ie. lst of each month in advance). Should you wish to discuss this matter. please contact the undersigned on 02 4365 8204 Yours faithtully, LEND LEASE PROPERTY MANAGEMENT (AUSTRALIA} PTY LTD Administration Mgr (4ol^ Property Management (Aushalia) Pty Er¡na Fa¡l Limited Terrigal Drive ABN 61 002 894 1s3 ERtNA, NSW 2250, ww.lendlease"com Telephone +61 24365 1266 Facsímile +61 2 4365 1358 29 Bryan, Wendv (AU) From: Bailey, Traecey (Australia) lmportance High Dear Retailer, We have received instruction from the lessorthat, commencingJanuary 2014, debt recoveryaction will be taken for all arrears over 30 days. Please ensure all arrears are paid up to date and that rent and other charges are paid in full bythe 7th of each month, see attached amount still outstanding which requires your urgent attention. Any problems please do not hesitate to call/ email Kind Regards Traecey Bailey-McDonald Administration Manager, Property & Asset Management t: +61 7 49823547 lf: +61 7 4987 5519 traecey. [email protected] www.ioneslanqlasalle.com.a u This email is for the use of the intended recipient(s) only. If you have received this email in error, please notify the sender immediately and then delete it. If you are not the intended recipient, you must not keep, use, disclose, copy or distribute this email without the author's prior permission. We have taken precautions to minimize the risk of transmitting software viruses, but we advise you to carry out your own vírus checks on any attachment to this message. We cannot accept liability for any loss or damage caused by software viruses. The information contained in this communication may be confidential and may be subject to the attorney-client privilege. If you are the intended recipient and you do not wish to receive similar electronic messages from us in the future then please respond to the sender to this effect. 30 1 Ltnc Jones Lang Lasalle (OLD) P/L Joues ABN: 4001041 1 140 LnSnrm' Central Plaza One 345 Queen Street Brisbane QLD 4000 Tel: (07) 32311311 Fax: (07) 32311313 Ref: 40011700034180 10 February 2014 Lineville Pty Ltd (Administrators Appo¡nted) Robins Kitchen ATTN: Julie Huynh GPO Box3127 Brisbane QLD 4001 Dear Sir or Madam, Re: Shop 6 Central Highlands Markelplace 2-10 Codenwarra Rd, Emerald QLD 4720 We refer to the terms of your Lease of the abovemenlioned premises, which requires all rental and other applicable cha rges lo be paid in advance on or before the first of the respective month, with any sundry charges to be paid by the due date as specifìe d on the invoice. As of today's date, our records show that $7,629.56 remains outstanding on your account. Please fonvard your paymenl to us immedíatefy. A breakdown of the amount owing is as follows: Date Description Charges Payments Balance Due 1to2t2Q14 112 Retail Rent-Speciality 5,720.00 0.00 5,720.00 1to2t2014 245 Mthly Outgoings 829.43 0.00 829.43 1t0212014 301 Direct Rec-Electricity 157.74 0.00 157.74 1lo2l20'14 367 Promotion Fund Levy 228.80 0.00 228.80 1t0212014 901 GST - Output 22.88 0.00 22.88 1t02t2014 901 GST - Output 15.77 0.00 15.77 1t02t2014 901 GST - Output 82.94 0.00 82.94 1t02t2014 901 GST - Outpt¡t 572.00 0.00 572.OO Total Due 7,629.56 lf payment has been made in lhe last few days please disregard lhís letter. Shoufd you have any queries please contacl me. Yours sincerely, Jones Lang LaSalle l¡" lv Natalie Strong Retail Manager T: +61 7 4982 1157 F: +61 7 4987 5519 E: [email protected] 31 ¿\\^ Date:12 February 2014 Robins Kitchen FTI Consulting McCwghy ShopFing Csnkss Ply Lid Julie l-luynfi-Co nsultant/Prope@ Advisary ¡,5i{ s1 f ûs:6: ji:t Julie. H uynh@fticonsu lting..co¡n Dãltl-J SlìoÞÊinoÀprld i ¡S¡ Curnhgàár Sl DAI.BY C'LD 4a0ar F 0? 4â63 ?377 F: 07 ,{ôô2 25Ee Dear Julie ROBINS KITCI{EN . DALBY SHOP ITì ARREARS OF RENT AND/OR OTHER MONIES ln accordance with the Lease provisions, rental and other charges are due and payable on or before the first day of each month. lf the monies are not paid within seven (7) days of the due date, interest will accrue on the outstanding amount and charged on your next invoice. Failure to pay rent and other charges within fourteen (14) days of the due date can give rise to an event of defautt. Our records indicate that to date we have not received payment for the following: 2810311 Base Rent Feb 14 5,069.67 2AA3t2 Outgoings Feb 14 1,245.82 281 03/3 Promotions Feb 14 253.48 Total $6,568.97 Wtrilst we understand this rnay be an oversight on your behaff, we request that you promptly forward your payrnent to brlng your account up to date. lf you have already done so, please disregard this letter. Yours faithfully far* IZF¿J IVISCONAGHY SI-{OPPING CENTRE5 32 Sugden, William (AU) From: Sandy Corbett Importance: High FYI -Pfease see attached Sandy Corbett Centre Manager Domain Central ,103 Duckrvorth Streei, Garbutt, Qld 4814 PO Box 7937 , Garbutt. Qid 4814 tel: 61 7 4755 04171 fax; 61 7 475504181 mob: 0408 861527 Email : [email protected] Web : www.domaintownsville.com.au #ffiffiffiffie&ffiffiKw€ffiÆe From : Collier, Hilary fmailto : Hila [email protected]] Sent: Tuesday, 11 February 20L4 L2:35PM To: Sandy Corbett; Teighan Toth Cc: H uynh, J ulie; accou ntspava [email protected]. a u Subject: Lineville Pty Ltd (Subject to Deed of C-ompany Arrangement) ("the Company") Dear Sandy, I refer to the above Company Please be advised the Company executed the Deed of Company Arrangement on 10 February 2OL4. Formal notification will be posted to all creditors this week. Februarv Rent The Administrators are liable for rent up to the execution of the DOCA. ln orderto process payment of the outstanding rent, please provide invoices as follows: L. The period L February 2OL4 - 9 February 2014 (inclusive) should be invoiced to Lineville Pty Ltd (Administrators Appointed) and forwarded to FTI Consulting via email [email protected] or post to GPO Box 3127, Brisbane QLD 4001. The Administrators will process payment of the rent for this period upon receipt of the invoice. 2. For the period 10 February 201,4 onwards please direct billing enquiries to Robins Kitchen Head Office via email accountspavable@robinskítchen.com.au. Rent 24 December 2013 to 31 Januarv 2014 33 As at the time of this email, the Administrators have paid rent for their occupation up to 31- January 2014. lf you are unsure about the amounts paid please direct your enquiríes to this office as soon as possible. Should you have any queries with respect to the Administrators rent please direct them to Julie Huynh of this office Otherwise enquiries moving forward should be directed to Robins Kitchen Head Office. Regards Hilary Collier Asscciate ! { Ccrpcrate Financer/Restructuring F T I Consulting +6L7 3225 4900 main +617 3225 4999fax hi la rv.coll ier@fticonsultin g.com 22Markel Street I Brisbane QLD 4OOO I Australia www.fticonsu ltin g.com Click here to subscribe to FTI Consulting publications. Liabilily limited by a scheme approved under Professional Standards Leg¡slat¡on Confidential¡ty Notice: This email and any atiachmenis nray be confidential and protected by legal privilege. lf you are not ihe ìntended recipient. be aware that any d¡sclosure, copyíng. distribution or use of the e-mail or any ãttachment is prohibiied. lf you have received this email ín error, please notify us inrnrediately by replying to the senrier and then delete this copy and the reply from your systenr. Thank you for your cooperation. 34 2 LAWYERS ilson ryan/grose Our Ref MJF 140266 ly Your Bef LRC_43929g_Landlord.doc Date 17ú February 2O14 FACSIM¡LE TRAI\IS M ISSION Attention: John Park, Ouentin Qld and Kelly-anne Trenfield ïhe Administrators Lineville Pty Ltd (in administration) GPO Box 3217 BRISBANE OLD 4OO1 Fax No:3225 4999 DUCKWORTH NOMINEES PTY LTD LEASE TO LINEVILLE PTY LTD {IN ADMINISTRATION} PROPERTY: PART OF BU¡LDING l. DOMAIN CENTRAL, l03 DUCKWORTH STREET, GARBUTT . ROBINS KITCHEN We refer to the Property Law Act Form 7, Notice to Rernedy Breach of Covenant at cfause 52.1 served upon you on the 3'l"t January 2014. We note that you have faifed to rectify the default by the 14'h February 2O14. The Lessor hereby term¡nates the lease with immediate effect. Our client intends to retake possession of the premises on the 2l"tFebruary 2Q14. Would you please make arrangements to vacate the premises and pay all outstanding monies due and owing up to the date of vacation. Yours faíthfully This facsl.nlle (w¡th any attachmentsl ís conf¡dent¡al. lt mãy bs subiect io legal profess¡onal privitege ând copyright, lf receìved by mistêk€ plsass intorm us by roply, d€lotB ¡r, and deslroy any prÌnted copy, Do ñot use or âllow ânyons else to use the informatíon in it anywhere. Thero ¡s nô wárranly that this facsimilo Ìs error or v¡rus frôB. Privatê communication does not rellecl nor represent tho viaws of our firm- We are not liable for an attach¡nent altered without our wrinen consenl. lf your reply needs urgent att8ntion, please telephone the person concelned to confirm your reply has been rece¡vBd. Ler¡elOne, 15 Sturt Street I teleptrone (o7) 4760 0100 | [email protected],au PO Box 1113 Townsville QLD 4810 | Facsimile (07) 4772 6017 | Web www.wrg.com.au Uability limitcd by a schcrne approvcd undcr professíonal stands¡ds legisfation (Personal Injury Work Exempt) 35 58229 ¡402ó6 008.docx Bryan, Wendy (AU) From: Sandy Corbett lmpoÉance High FYI -Please see attached Sandy Corbett Centre Manager Domain Central ,103 Duckworlh Skeet, Garbutt, Qld 4814 PO Box 7937 , Garbutt. Qld 4814 tel: 61 7 475504171fax.617 475504181 mob: 0408 861527 Emaí1 . sandv(ôdomaintownsville.com Vr/eb : www.domaintownsville.com.au {$Wægþffi&Kffi ffiffiffi€ffi&& From : Collier, Hilary lmailto: Hilary.Collier@fticonsulti ] Sent: Tuesday, 11 February 2014 12:35 PM To: Sandy Corbett; Teighan Toth Cc; H uyn h, J ulie; accou ntspavable@robi nskitchen.com.a u Subject: Linevilfe Pty Ltd (Subject to Deed of Company Arrangement) ("the Company") Dear Sandy, I refer to the above Company Please be advised the Company executed the Deed of Company Arrangement on 10 February 2014. Formal notifìcation will be posted to all creditors this week. Rent The Administrators are liable for rent up to the execution of the DOCA. ln order to process payment of the outstanding rent, please provide invoices as follows: 1. The period 1 February 2074- 9 February 2014 (inclusive)should be invoiced to Lineville Pty Ltd (Administrators Appointed) and forwarded to FTI Consulting via [email protected] or post to GPO Box 3727 , Brisbane QLD 4001. The Administrators will process payment of the rent for this period upon receípt of the invoice. 2. For the period 10 February 2014 onwards please direct billing enquíries to Robins Kitchen Head Office via email [email protected]. Rent 24 December 2013 to 31 January 2014 36 As at the time of this email, the Administrators have paid rent for their occupation up to 31- January 2014. lf you a re unsure about the amounts paid please direct your enquiries to this office as soon as possible. Should you have any queries with respect to the Administrators rent please direct them to Julie Huynh of this office Otherwise enquiries moving forward should be directed to Robins Kitchen Head Office. Regards Hilary Collier Associate I I Corporate Finance/Restructuring F T I Consulting +6L7 3225 4900 main +6tT 3225 4999fax h i larv.coll ¡er@ft iconsulti nÉ.com 22MarketStreet I Brisbane QLD 40OO I Australia www.fticonsulti nq.com Click here to subscribe to FTI Consulting publications. Liability limited by a scheme approved under Professional Sfandards Legislation Confidentiality Notice: This email and any atiaclrnrents may be corrfideniial and protected by legaf privilege. lf you are not the intended recipient. be arvare that any d¡sclosure, copying. d¡stribution or use of the e-mail or any attachment is prohibìted. lf you have received this emaíl ¡n error, please not¡fy us ¡mn1ed¡ately by replying to the sencjer and then deleie this copy and the reply from your systeni. Thank you for your cooperation. 37 2 Sugden, William (AU) From: Nicole Cowley Warwick, Please find attached 7 day demands for outstanding billings at Tuggerah. The original has been sent in today's post. Regards, Nicole Nicole Cowley Acting Retail Manager Westfield Tuggerah Ï*#r*r"cr IN T[NÏNË- $UY ONLIN[. MOËILE. CONFIDENTIALITY NOTICE This electronic mail message, including any and/or all attachments, is for the sole use of the intended recipient(s), and may contain confidential and/or privileged information, pertaining to business conducted under the direction and supervision of the sending organization. All electronic mail messages, which may have been established as expressed views and/or opinions (stated either within the electronic mail messag€ or any of its atlachments), are left to the sole responsibility of that of the sender, and are not necessarily attributed to the sending organization. Unauthorized interception, review, use, disclosure or distribution of any such information contained within this electronic mail message and/or its attachment(s), is (are) strictly prohibited. If you are not the intended recipient, please contact the sender by replying to this electronic mail message, along with the destruction all copies of the original electronic mail message (along with any attachments). 3B 1 $e&m-tr 18 February 2014 Westfield Tuggerah 50W¡ong Rd Tuggerah NS-W 2259 Auslralia Lineville Pty Ltd Telephone 02 4305 5350 F8.cslmile 02 4353 ¡1588 PO Box 622 lntemet wcstllcld.com Momingside, QLD,4170 DEMAND FOR PAYMENT OF ARREARS SHOP 2053 WESTFIELD TUGGERAH TRADING AS ROBINS KITGHEN We wish to advise that under the terms of your Lease, rent and other charges are due and payable on the 1st of the month. You will note that as at the date of this letter, a total amount of $41,349.91 remains outstanding. The Lessor is entitled to re-enter the premises and terminate your lease if rent and other charges are not paid within 7 days of the due date. We now advise that unless payment of $41,349.91 is received in full within seven days, that is by Spm on Tuesday 25 February, your shop may be repossessed by the Lessor without further notice, thereby terminating the lease on lhe premises. The Lessor also reserves all legal rights available to it, including legal action to recover all amounts owing and damages for breach of the lease. Yours sincerely Westfield Shopping Centre Management Go. Pty. Limited Nicole Acting Westfield Tuggerah Wostfiold Shopping Centre Management Co. Pty. Llmited ABN 55 000 712 710 Licensed Real Estat€ Agent under the Properly, Stock and Busìness Agents Act 2002 Level 30. 85 Castlaeagh Street. Sydney NSW 2000, Australia. 39 Sugden, William (AU) From: Jason Higgins Please refer to the attached Form 7 Notice to Remedy Breach of Covenant Jason Higgins RetailManager Westfield Centre Management - Garden Clty T +61 7 3135 5485 F +61 7 3349 4936 M +61 438285773 W westfield-com.au/qarden citv E [email protected]¡eld.com 6ÅnBËN Click on øbove link Ïf#-d-üf lN CËf,lTfiÉ. BUY ÛNLINË. MO8lLt. CONFIDENTIALITY NOTICE This electronic mail message, including any and/or all attachments, is for the sole use of the intended recipient(s), and may contain confidential and/or privileged information, pertaining to business conducted under the direction and supervision of the sending organization. All electronic mail messages, which may have been established as expressed views and/or opinions (stated either within the electronic mail message or any of its attachments), are left to the sole responsibility of that of the sender, and are not necessarily attributed to the sending organization. Unauthorized interception, review, use, disclosure or distribution of any such information contained within this electronic mail message and/or its attachment(s), is (are) strictly prohibited. If you are not the intended recipient, please contact the sender by replying to this electronic mail message, along with the destruction all copies of the original electronic mail message (along with any attachments). 40 1 WsrÆeff 18 February 2014 Garden Citlr Cnr Logan & Kessels Roads Upper Mt Gravatt QLD 4122 PO Box 6044 Lineville Pty Ltd ACN 107 493 738 Upper Mt Gravatt QLD 4122 608 Wynnum Road Austral¡a Morningside QLD 4170 Telephone 07 3135 5450 Facslmlle 07 3349 4936 lntemel westfield.com Lease of Shop 1051 Westfield Garden City to Lineville Pty Ltd ACN 107 493 738 trading as Robin's Kitchen - Form 7 Notice to Remedy Breach of Covenant We wish to advise you that you are substantially in arrears in payment of rent and other charges due and payable pursuant to your lease of the above premises. This is a breach of your lease. We enclose by way of service a Form 7 Notice to Remedy Breach of Covenant. Should the lessee fail to remedy the breaches detailed in the Notice within a reasonable tíme, we wifl take action to repossess the premises without further notice to you. ln our view a reasonabte time will expire at 5.00pm Tuesday 4 March 2014. The Lessors reserves all rights available to them in relation to the breaches of lease. Yours faithfully Management Co. (Qld) Pty. Limited Stuart Elder RegionalManager Westfield Garden City cc. Warrick Martin Parer 111 Berrigans Road Mudgeeraba QLD 4213 Westfield Shopping Centre Management Co. (Qld) Pty. Limited ABN 67 010 310 059 Lícensed Real Estate Corporation under the Property Agents & Motor Deaf ers Act 2000 Level 30, 85 Castlereagh Street, Sydney NSW 2000. 4L FORM 7 Version I NOTICE TO REMEDY BREA.CH OF COVENANT Prc:peñy Law.4.ct j974, .çectitn 124 TO: Lineville Pty Ltd ACN 107 493 738 608 Wynnum Road Momingside QLD 4170 The Lessee of the premises described as Shop 1051 of Westfield Garden City erected on the land described as Lot 13 on Survey Plan 120344 in the County of Stanley, Parish of Yeerongpilly and being the whole of the land contained in Certificate of Title 50416588 ("Premises"). With reference to the lease of the Premises dated 3 February 2010, for a terrn of 5 years and 4 months commencing on 29 September 2009 and the covenant by the Lessee: . To pay the minimum rent in accordance with clause 6.1 of the Lease ¡ To pay water charges in accordance with clause 7.2 of the Lease . To pay municipal rates in accordance with clause 7.2 of the Lease ¡ To pay air conditioning charges in accordance with clause 7.4 of the Lease r To pay electricity charges in accordance with clause 7.3 of the Lease . To pay outgoings in accordance wíth clause 7.5 of the Lease . To pay extended trade charges in accordance with clause 24 of the Lease o To contribute towards the Promotion Fund in accordance with clause 15.2 of the Lease and the breac,t¡ by you of those covenants, I give you notice and require you to remedy that breach by: . Paying the amount of $63,819.96 as listed below: September 2013 5043$1 Minimum Rent 6,699.45 5034112 El€cb¡ctty 360.92 5032885 Sunday Trade - Specialties 74.29 November 20L3 5071604 Airmnditioning 244.37 5071604 Municipal Rates 781.2L 507L604 Outgoings L,449.25 5071604 Promotion Fund Lelry 98s.79 5071604 Minimum Rent L9,775.92 507L604 Water Rates 67.47 5063458 Electricity 407.37 5062931 Sunday Trade - Specialties 74.29 December 2013 s0970Bs Airconditioning 181.31 Page2 42 5097085 Municipal Rates 134.45 509708s Outgoings t,o75.25 s09708s Promotion Fund Levy 737.39 s097085 Minimum Rent 14,62-1.93 5097085 Water Rates s0.06 5089150 trloetri¡ìtr¡ 4!0.63 s089ls0 Sunday Trade - Specialties 6L.42 January 2014 5124238 Eleckicity 397.30 s123885 Sunday Trade - Specialties s9.43 February 2014 5L52932 Sunday Trade - Specialties 66.15 5153278 Electricity 332.82 Feb14 Rent 5162307 Airconditíoning 1s3.88 s162307 Municipal Rates t14.62 5162307 Outgoings 1,063.97 sL62307 Promotion Fund Levy 668.93 s762307 Minimum Rent 73,378.66 5162307 Water Rates 5r.49 Total 63,819.96 DATED this f 8th day of February 2A14 I Manager for and on behalf of ld Management Limited ACN 001 67079 [NOTE: The lessor will be entitled to re-enter or forfeit the lease in the event of the lessee failing to conrply witlr this notice within a reasonable time - see section 124 of the Propern, Lav' Act 1974.) IADDITIONAL NOTE: If arrears of rent or other periodic payments are being claimed, it should be rnade clear the amounts involved and the periods to rvhich they relate¡ eg base rent: March 1995 - $x.] Page 3 43 $ffis$edf 18 February 2014 Westfield Tuggerah 50 Wyong Rd Tuggerah NSW 2259 Austratia Lineville Pty Ltd Telephone 02 ¡¡305 5350 Facslmllê 02 4353 4588 PO Box 622 lntemet rrcstfleld.côm Momingside, QLD,4170 DEMAND FOR PAYMENT OF ARREARS SHOP 2053 WESTFIELD TUGGERAH TRADING AS ROBINS KITCHEN We wish to advise that under the terms of your Lease, rent and other charges are due and payable on the lstof the month. You will note that as at the date of this letter, a total amount of $41,349.91 remains outstanding. The Lessor is entitled to re-enter the premises and terminate your lease if rent and other charges are not paid within 7 days of the due date. We now advise that unless payment of $41,349.91 is received in full within seven days, that is by Spm on Tuesday 25 February, your shop may be repossessed by the Lessor without further notice, thereby terminating the lease on the premises. The Lessor also reserves all legal rights available to it, including legal action to recover all amounts owing and damages for breach of the lease. Yours sincerely Westfield Shopping Centre Management Go. Pty. Limited Nicole Acting er Westfield Tuggerah Westl¡eld Shopping Centro Management Co. Pfy. Llmited ABN 55 O00712710 Licensed Real Estate Agent under the Properly. Stock and 8usìness Agents Act 2002 Level 30, 85 Castlereagh Street. Sydney NSW 2000, Australia- 44 :ìì : . 1. ,, :,,,, ì , ,, i:. ì1'l i.aai iìll l ;iì _:'iì iìii i .,.':t I ¿!) 'i. í t;,J.:i¿¡ Wrmuf¿ Westfield Kotara Cnr Nofhcott Drive & Palk Ave Kotara NSW 2289 Auslralia Telephone 02 101 6 2570 Facslmlle 02 4552 4872 1B February 2014 lnternet westfleld.com Warwick Parer Lineville Pty Ltd 608 Wynnum Road Morningsíde QLD 4170 By email: warwick(Orobinskitchen.com.au Dear Wanruick, DEMAND FOR PAYMENT OF ARREARS SHOP IO58 WESTFIELD KOTARATRADING AS ROBINS KITCHEN We wish to advise lhat under the terms of your Lease, rent and other charges are due and payable on the 1't of the month. You will note that as at the date of this letter, a total amount of $58,354.85 remains outstanding The Lessor is entitled to re-enter the premises and terminate your lease if rent and other charges are not paid within 14 days of lhe due date. We now advise that unless payment of $58,354.85 is received ín full within seven days, that is by Spm on Tuesday 25 February 2014, your shop may be repossessed by the Lessor without further notice, thereby terminating the lease on the premises. The Lessor also reserves all legal rights available to it, including legal action to recover all amounts owing and damages for breach of the lease. Yours sincerely Westfield Shopping Gentre Management Co. Pty. Limited HeidiScher Acting Centre Manager Westfield Kotara Westfletd Shopplng Centro Management Co, Pty, Lfmited ABN 55 000712710 Licensed Real Estate Agenl under the Property, Stock and Business Agents Act 2002 Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia. 45 Sugden, William (AU) From: Jason Cooper Dear Warwick, We wish to advise you that you are substantially in arrears in payment of rent and other charges due and payable pursuant to your lease of the above premises. This is a breach of your lease. We enclose by way of service a Form 7 Notice to Remedy Breach of Covenant. Should the lessee fail to remedy the breaches detailed in the Notice within a reasonable time, we will take action to repossess the premises without further notice to you. ln our view a reasonable time will expire at 5.00pm 19th March 2014 The Lessor reserves all rights available to it in relation to the breaches of lease Regards, Jason Cooper Jason Cooper Retail Manager Westfield Centre Ma nagement T +61 7 3Lt7 5317 F +61 7 3tL7 5336 M +61 402205782 W westfield.com.a u/chermside E [email protected] Fd"mrr¿ IN TINTRË. BUY ONLÍNË. MÛBILË. CONFIDENTIALITY NOTICE This electronic mail message, including any and/or all attachrnents, is for the sole use of the intended recipient(s), and may contain confidential and/or privileged infonnation, pertaiuing to business conducted under the direction and supervision of the sending organization. All electronic mail messages, which may have been established as expressed views and/or opinions (stated either witliin the electronic mail message or any of its attachments), are left to the sole responsibility of that of the sender, and are not necessarily 46 1 attributed to the sending organization. Unauthorized interception, review, use, disclosure or distribution of any such information contained within this electronic mail message and/or its attachment(s), is (are) strictly prohibited. If you are not the intended recipient, please contact the sender by replying to this electronic mail message, along with the destruction all copies of the original electronic mail message (along with any attachments). 47 2 WesffieM 19 February 2A14 Westfiefd Chermside Cnr Gymple & Hamilion Roads. Che¡mside QLD 4032 PO Box 2038 Cherrûside QLD 4032 Lineville Pty Ltd ACN 107 493 738 TÉlëphã¡1e S7 3.{ 1T 53ð8 Cl- LuÞ. & Assocíates Facsim¡le 07 3359 0290 Level 2, Seabank Building lntemet www.westfield.com.au 12-14 Marine Parade SOUTHPORT QLD 42I5 FORM 7 NOTICE TO REMEDY BREACH OF COVENANT - RENT ARREARS LEASE OF SHOP 191 WESTFÍELD CHERMSIDE TO LINEVILLE FTY LTD TRADING AS ROBINS KITCHEN We wish to advíse you that you âre substantially in anears in payrnent of rent and other charges due and payable pursuant to your lease of the above premises. This is a breach of your lease. We enclose by way of service a Form 7 Notice to Remedy Breach of Covenant. Should the lessee fail to remedy the breaches detailed in the Notice within a reasonable time, we will take action to repossess the premíses without further notice to you. ln our víew a reasonable time wíll expire at 5.00pm 19th March 2û14. The Lessor reseryes all rights availabfe to it in relation to the breaches of lease. Yours faithfully Centre Managernent Co. (Old) Pty. Limited e Centre Manager Westfield Ghermside CC: Warwick Martin Perer 111 Berrigans Road MUDGEERABA QLD 421 3 Westfield ShoFping Centre Managenrent Co, (ald) Pty. Limited ABN 67 010 310 059 Licensed Reaf Estate Corporation under the Pfoperty Agents & li4oior Dealers Act 2000 Level 30. B5 Castlereagh Street, Sydney NSW 2000, Australia 4B FORM 7 Version 1 NO?ICB TO REMESY BREå"CF{ CIF COI¡ENANT Property I^aw Act 1974, section 124 TO Linevílle Pty Ltd ACN 107 493738 C/- LuÞ & Associates Levef 2, Seabank Buílding 12-14 Marine Parade SOUTHPORT QLD 4215 The Lessee of premises desc¡ibed as Shop 191 of Westfield Chermside erected on the laud described as Lot 1 on Suwey Plan 192393 in the County of Stanle¡ Parish of Ked¡on and being the whole ofthe land contained in Certificate ofTitle 50637042 ('?rernises'). 'With reference to the lease of the Premises dated 5th luly 2012, for a term of 5 (five) years commencing on 1 July 2010 and the covenant by the lessee: a To pay the minimum rent in accordance with clause 1 1.3 of the Lease o To pay water charges in accordance with clause I2.4 of the I.ease a To pay rnunicipal rates in accordance with clause 12.4 of the Lease o To pay electricity charges in accordance with blause 12.5 of the Lease a To conhibute towards the Promotion Fund in accordance with clause 20,2 of thelæase a To payoutgoings in accordance with clause 12.2 ofthe Lease a To pay interest chargas in accordance with clause 11.14 of the Lease a To pay extended tade charges in acoordance with clause 13. I I of the Lease a To pay ah conditioning charges in accordance with claus e 12.6 of the Lease and the breach by you of those covenauts, I give you notice and requíre you to remedy that breach by: r Paying the amount of $841550.38 as listed below: 49 Invoice No. ûeÉober 2û13 Amount 503s5s0 SundayTrade s2.79 50350I7 Elechicity 240.43 5041902 Air conditionine lsl.17 5M1902 Municipal Rates 70.89 5041902 Outgoings 767.41 5047902 PromotionLew 489.43 s041902 Base Rent 7t^527.70 s04t902 V/ater Rates 36.87 5042175 Storetoom charges 413.23 Total s13,749.92 InvoiceNo November 2013 Amount 5064478 SundayTrade 109.58 5064082 Electrícíty 53L.43 50696t2 Air conditíoning 312.9s 50696t2 MunicipalRates 147.00 5069612 Outgoings 1.589.46 s0696t2 Promotion Levy L,013.76 5M9612 Base Rent 23,876.34 smg6t2 W-ater.Rates 76.40 5066938 Interest s10.88 s066938 Storeroom charges 856.00 Total $29,023.80 InvoiceNo Dece¡nber ã113 Amount 5109743 SundayTrade 87.67 5090391 Electuicirv 499.36 s09s050 Air conditioning 232.79 5095050 Municipal Rates 109.06 s095050 Outgoings 1,1,79.28 s09s0s0 PromotionLeW 752.14 509s0s0 BaseRent t7,7t4.7L 5095050 Water Rates s6.68 s095323 Storeroom charges 635.10 Total 921,266,19 50 fnvoice No. January 2014 Amount 5729232 Sunday Trade 87.67 s128866 Electricity 502.67 51 18989 Storeroomrent 408.06 Total $998.40 I¡voice No. February 2014 Amount 5t56760 SundayTrade 97.s6 5156398 Electricity 440.06 s1602s7 .,{ir conditioning 208.20 5t60257 MunicipalRates 10I.02 5t602s7 Outgoings 1108.24 s160257 PromotionLew 687.91 5160257 Base Rent 16,201.80 'lVater 5t602s7 Rates 57.38 5160531 Storeroom charges 609.90 Total s19.512.07 Grand Total $84.5s0.38 DATED this 18th day of February 20L4 David Centre Managet, estfield Chermside for and onbehalf of Westfield Managomenf Ltd ACN 001 670 79 and REI LTdACN t4s743 862 INOTE: The lessor will be entitled to re-enter or forfeit the lease in the event of the lessee failing to comply with this notice within a reasonable time - ree section I24 of the fuopefty I¿w Act f974.1 IADDITIONAL NOTE: If arears of rent or other periodic payrnents are being claimed, it should be made clear the amounfs involved and the periods to which they relate; eg base rent: March 1995 - $x.l 51 il-)rj , ; L_ænrfier & FTogers r¡.,,,ii,;ii'v ' 2 ii,l; .,¡;¡i ¡U Lawyers :.-i i.î, .,i i i r Ëçê;.i:.:i,:;jrtn;: i:.¡<à 19 February 2014 Lineville Pty Ltd Our ref; CRH:MAT:2033582 Office: Sydney (ACN 107 4e3 738) 608 Wynnum Road MORNINGSIDE QLD 4170 Notices of Re-Entry As you are aware, we act for the Lessor of the above premises, and refer to the Notices of Breach dated 16 December 2013 served by post for the following shops; 1. Shops 24 &25 Stockland Rockhampton; 2. Shop 105 Stockland Cairns; 3. Shop 10184 Stockland Shellharbour; 4. Shops 30 & 31 Stockland Balgowlah; and 5. Shop 244 Stockland Burleígh Heads, (collectively, the ShoPs) We note that the Notices have not been complied with by the date specifÌed. According[y, we enclose Notices of Re-Entry which have been affixed to the front of the Shops. Yours Craig Higginbotham I Partner p +61 280207621 [email protected]. au Enc 1 .Sy'-lncy irf¿:11..¡r¡¡t I c Level 19, Angel Place Level 12, Bourke Place 123 P¡tt Street 600 Bourke Street Sydney NSW 20O0 Melbourne VIC 300O Australia Australia DX 10212 GPO Box 1842 Sydney Stock Exchange NSW Melbourne VfC 3001 Auslral¡a T+61 2 8020 7700 F +61 2 8020 7701 DX 370 Melbourno VIC ili'¡',"',i¿il r¿lcrs.t:¿tir'¿¡l.t AAN 58 207 2{0 5æ T'r 61 3 9269 9000 F +61 3 9269 9@1 52 1106943472v1 ::ii í. ,l NOTICE OF RE.ENTRY ;¡li TO LINEVILLE PTY LTD (ACN 107 4e3 738) 608 Wynnum Road MORNINGSIDE QLD 4170 Attention: Shane Hicks (l-essee) FROM: THE TRUST GOMPANY LIM¡TED (ACN 004 027 749) c/- Stockland Trust Management Limited Level 25 133 Castfereagh Street SYDNEY NSW 2OOO (Lessor) TAKE NOTICE THAT: Lessor leased to the 1 By a lease between the Lessor and the Lessee (Lease) the Lessee Lot 3 on RP866700 (Title Reference 50033875), being part of the ground floor of the building erected on the land more commonly known as Shop No' 0244, Stockland Burleigh Heads, 149 West Burleigh Road, Burleigh Heads, QLD, 4220 (Premises). 2. Clause 16.2 oÍ the Lease provides (in part): "Iñe Lessee ís in default under thl's /ease and the Lessor may terminate this lease if: (h) the Lessee does not comply with an obligation of the Lessee under fhis lease. " 16 3 By a Notice to Remedy Breach of covenant (Notice to Remedy) dated December 2013, pursuant to sectio n 124 of the ProperLy Law Act l9Z4 (Qld)' the 5'11 Lessor demanded that the Lessee remedy its breaches of clauses 2'1,5'1, 5'9, and 6.1 ofthe Lease. in Notice of 4 The Lessee has failed to remedy its breaches of Lease as required the Breach. Lease, THEREFORE TAKE NOTICE that the Lessor exercises its rights pursuant to the without prejudice to its rights to recover all losses, pursuant to clause 17 '2 of the Lease' Lander & Rogers Notice of Re-Entry 1106906313v1 Ref: CRH:MAT:2033583 53 The Lessor accepts the Lessee's repudiation of the Lease and hereby enters into and upon the Premises with the intention that the Lease and the term hereby created shal[, upon such re-entry, absolutely cease and determine. DATED: 18 February2014 Sign behalf of the Lessor by its autho Lander & Rogers, lawyers Lander & Rogers Notice of Re-Entry Page 2 I 1 0690631 3vl Ref: CRH:MAT:2033583 54 tiil' 'i;l i; li ì; i. .i 'l ,j.l'j NOTICE OF RE.ENTRY i--1 ;' I TO LINEVILLE PTY LTD (ACN 107 4e3 738) 608 Wynnum Road MORNINGSIDE QLD 4170 Attention: Warwick Parer (Lessee) FROM: THE TRUST COMPANY LIMITED (ACN oo4 027 74e) òl- Stockland Trust Managernent Limited Level 25 133 Gastlereagh Street SYDNEY NSW 2OOO (Lessor) TAKE NOTICE THAT: (Lease) the Lessor leased to the I By a lease between the Lessor and the Lessee 50851082), being part of the Lessee Lot 201 on Survey Plan 236447 (Titte Reference known as shop No' ground floor of the building erected on the land more commonly Road and Highway one, o24 and025, Stockland Rockhampton, corner Yaamba North Rockhampton, QLD, 4701 (Premises)' part): 2. Clause 16.2 of the Lease provides (in may "Ihe Lesse e is in default under this lease and the Lessor terminate this lease if: (h)thelesseedoesnotcomplywithanobtigatiottoftheLessee under this lease." (Notice to Remedy) dated 16 3 By a Notice to Remedy Breach of covenant Law Act l9z4 (Qld)' the December 2013, pursuant to section 124 of the Properly of clauses 2'1' 5'1' 5'9' 5'12 Lessor demanded that the Lessee remedy its breaches and 6.1 of the Lease of Lease as required in the Notice of 4. The Lessee has failed to remedy its breaches Breach. its rights pursuant to the Lease' THEREFORE TAKE NOTICE that the Lessor exercises to clause 17 of the Lease' without prejudice to its rights to recover all losses, pursuant '2 Lander & Rogers Notice of Re-Enlry 55 I 106906727v1 Ref: CRH:MAT:2033582 hereby enters into and upon The Lessor accepts the Lessee's repudiation of the Lease and hereby created shall' upon such the Premises with the intention that the Lease and the term re-entry, absotutely cease and determine' DATED: 18 February 2014 s behalf of the Lessor bY its Lander & Rogers, lawYers Pagez - Lander & Rogers Notice of Re-Entry 5b I 106906727v1 Ref: CRH:MAT:2033582 irii ,;il .i¡i i':i I NOTICE OF RE-ËNTRY TO LINEVILLE PTY LTD (ACN 107 493 738) 608 Wynnum Road MORNINGSIDE QLD 4170 Attention: Tim Gunn (Lessee) FROM: THE TRUST COMPANY LIN1ITED d e nt Li m*e $ï"i?î"iåtJÍ3ì * e m Level 25 " " "s 133 Castlereagh Street SYDNEY NS\^/ 2OOO (Lessor) the Lessee ;"Ï' ;*' ; the Lessor and :',ï;i :î:Ïïï':l;ï "'-::;.. " Reference?lslczzt; shop No' 105' Lessee Lot 2 on R.p74 6717 (Title ;;;;^ as e s) å; (P r e mis i:ä:ff :ï,::ï;il:i:lîå:î: :ff i,i:' ^"' (in part): 2. Clause 16.2 of tt-re Lease provides ,,Thel-esseeisindefaultunderfhisleaseandtheLessormay terminate this lease if: (h)the{._esseedoesnofcom4Vwiillanobtigafionofthelessee under f/ris leâse." or covenan::Ïffitr"rî:r;l 3. By a Notice to Remedy Breach jrîr;::.Ï:,', rz+ ot,.\ 20 to section of clauset December 1 3, pursuant breaches remedy itc Lessor demarrded that the Lessee and 6.1 of of ttre Lease in the Notice as required of Lease ìts breaches 4. The Lessee r-r as faired to remedy Breach. t;::i^^ the Lessor *"'"j:îJ;i',îï::ï;T :, l[ rH E REF o RE T AK N orr c E that E piä;;a upot all losses' enters into and without prejudice to its rigt^rts to recover hereby of tt The Lessor accepts the Lessee's repudiation 57 Lander & Rogers t'.t otice of [ìe-EntrY se t 1 106906648v1 Êéiìä ärì ìr'¡Ãi'zoss term hereby created shall' upon such the Premises with the intention that the Lease and the re-entry, absolutely cease and determine' DATED: 18 F ary 2014 behalf of the Lessor bY its Lander & Rogers, lawYers Paqe" 2- Lander & Rogers Notice of Re-Entry 5B 'I 106906648v1 Rel: CRH: :ií ,,.íi lìit.il a t-' NOTICE OF RE-ENTRY TO: LINEVILLE PTY LTD (ACN 107 4e3 738) 608 WYnnum Road MORNiNGSIDE QLD 4170 (Lessee) FROM THE TRUST COMPANY LIMITED rAcN 004 027 749) ðl- Siocttand Trusi Management Limited Level 25 133 Castlereagh Street SYDNEY NSW 2OOO (Lessor) TAKE NOTICE THAT 1 ByaleasedatedlS'îv1ayZ}12.b"tîggltheLessorandtheLessee(Lease)the Stockland Shellharbour' Lake Entrance Lessor leased to the L;G; Sh"p tOtsR, of certificate of Title Folio ldentifier Road, Btackbutt, ¡lsw, ãiãg, being pan 4001i80991 3 (Premises). (in part): 2 Clause 16.2 oÍ the Lease provides and the Lessor may "The Lessee l's in defautt under this lease terminate this lease if: of the Lessee (h) thelessee does not compty with an obtigation under this leâse." 3 ByaNoticeofBreach(NoticeofBreach)datedl6December20ls,pursuantto sectionl2gof|heConveyancingActrgrg(NsW,theLessordemandedthatthe LesseeremedythebreachesoftheLeasespecifiedinclausesl,2and3ofthe Notice of Breach' the Notice of its breaches of Lease as required in 4. The Lessee has failed to remedy Breach. pursuant to the Lease' Lessor exercises its rights THEREFORE TAKE NOTICE that the pursuant to clause 17 '2 of the Lease' without prejudice to its rights to recover all losses, and upon of the Lease and hereby enters into The Lessor accepts the Lessee's repudiation Lander & Rogers Nolice of Re-Entry 59 CRH:MAT:2029496 '1 1 06905878v1 Ref: hereby created shall, upon such the Premises with the intention that the Lease and the term re-entry, absolutely cease and determine DATED: 18 February2014 sig behalf of the Lessor bY its Lander & Rogers, lawYers Page 2 Landor & Rogers Notice of Re-Entry 60 1 106905878v1 Ref: CRH:MAT:2029496 :¡e , tit NOTICE OF RE.ENTRY TO LINEVILLE PTY LTD (ACN 107 493 738) 608 Wynnum Road MORNÍNGSÍDE QLD 4170 Attention: Shane Hicks (Lessee) FROM: THE TRUST COMPANY LIMITED (ACN 004 027 74e) òÊ Stockland Trust Management Limited Level 25 133 Castlereagh Street SYDNEY NSW 2OOO (Lessor) TAKE NOTICE THAT the Lessor and the Lessee (Lease) the 1 By a lease dated22March 2011 between 197-215 Lessor leased to the Lessee Shops 30 and 31, Stockland Balgowlah, of Title Folio condamine street, Balgowlah, Nsw, 2093, being part of certificate (Premises)' ldentifier 211134156,part being 3olLF417 and 31/LF417 2. Clause 16.2 of the Lease provides (ín part): ,,TheLesseeisindefaultunderfhisleaseandtheLessormay terminate thís lease if: Lessee (h) the Lessee does nof comply with an obligation of the under this lease-" Lessee dated 10 october 2012 3. By a Storage Licence belween the Lessor and the Balgowlah' (Licence), the Lessor licenced to the Lessee Storeroorn S13, Stockland (Storeroom)' being part of certificate of Title Folio ldentif ier 211134156 4 Under the Licence, the Lessee rnust pay' monthly (a) the Licence Fee (as that term is defined in the Licence) by Licence' instalments in advance, pursuant to clause 3'1 of the Fee, pursuant to (b) an additional amount for GST in respect of the Licence clause 3.3 of the Licence' Lander & Rogers Notice of Re-Entry 61 1 106905297v1 Ref: CRH:MAT:2029473 5 By a Notice of Breach (Notice of Breach) dated 16 December 2013, pursuant to section 129 of the Conveyancing Act f glg (NSW), the Lessor demanded that the Lessee remedy the breaches of the Lease and the Licence as specified in clauses 1, 2, 3 and 4 of the Notice of Breach. 6. The Lessee has failed to remedy its breaches of Lease as required in the Notice of ÌJ fJI -^^EdU¡ ^^ ¡. THEREFORE TAKE NOTICE that the Lessor exercises its rights pursuant to the Lease and the Lícence, without prejudice to its rights to recover all losses, pursuant to clause 17.2 of the Lease. The Lessor accepts the Lessee's repudiation of the Lease and the Licence and hereby enters into and upon lhe Premises with the intention that the Lease and the Licence and the term hereby created shall, upon such re-entry, absolutely cease and determine. DATED: 1B February 2014 behalf of the Lessor by its auth Lander & Rogers, lawyers Page 2 Lander & Rogers Notice of Re-Entry 62 1 1 06905297v1 Ref; CRH:MAT:2029473 ßffisf&Æf l9 February2014 Westfield Ghermside Cnr Gympie & Hemílíon Roâds. Chermsíde QLD 4032 PO Box 2O3Ê Chermside QLD 4032 Lineville Pty Ltd 107 493 738 ACN Telephane 07 3111 5300 Cl- Lulz & Associates Facsim¡le 07 3359 0290 Level 2, Seabank Buildíng lntemet wvw.westfìeld.com.au 12-14 Marine Parade SOUTHPORT OLD 4215 FORM 7 NOTICE TO REMET}Y BREACH OF COVENANT _ RENT ARREARS LEASE OF SHOP 191 WESTFIELT] CHERMSIDE TO LINEVILLE PTY LTD TRADING AS ROBINS KITCHEN We wish to advíse you that you âre substantially in arrears in payment of rent and other charges due and payable pursuant to your lease of the above premises. This is a breach of your lease. We enclose by way of service a Form 7 Notice to Remedy Breach of Covenant, Should fhe lessee fail to remedy the breaches detailed in the Notice within a reasonable time, we wifi take action to repossess the premises without further notice to you. ln our view a reasonable time will expire at 5.00pm 19th March 2014. The Lessor reserves all rights available to it in relation to the breaches of lease. Yours faithfulfy Centre Management Co. (Old) Pty. Limited Centre Manager Westfield Ghermside CC: Warwick Martin Perer 111 Berrigans Road MUDGEERABA QLD 421 3 Westfiefd Shopp¡ng Centre Managemenr Co. (Otd) Pty. Límited ABN 67 010 31 0 059 Licensed Real Estate Corporation under lhe Property Agents & Moior Deaters Act 2000 Level 30, 85 Castlereagh Street, Sydney NSW 2000, Australia 63 Invoñce l.lo. ûctober 2t13 Amotmt 503s5s0 SundayTrade 52.79 50350I7 Eleotuicitv 2q.43 504t902 Air conditioning tsl.17 50ø.7902 MunicipalRates 70.89 s041902 Outgoings 767.41 5441902 Promotionlæw 489.43 5041902 Base Rent 11.527.t0 s041902 rWater Rates 36.87 5042775 Storeroom cha¡qes 413.23 Total fiL3,749.92 Invoice No. November 2013 Amou¡t 5064478 Sunday Trade 109.58 5064082 Elechicity 53L.43 so696t2 Air conditioning 312.95 5069612 MunicipalRates 147.00 5069672 Outgoings 1.589.46 s069612 Promotion Lew L,0t3.76 5069612 Base Rent 23,876.34 s069612 W-ater.Rates 76.40 5066938 Interest s10,88 s066938 Storeroom charges 8s6.00 Total $29,023.80 I¡voice No. Decernber 2013 Amount s109743 SundayTrade 87.67 50903e1 Elechicity 499.36 s095050 Air conditioning 232.19 5095050 Municipal Rates 109.06 5095050 Outgoings 1,179.28 5095050 Promotion Levy 752.14 509s050 BaseRent 77,774.7L 5095050 Vy'ater Rates 56.68 s095323 Storeroom charges 635.10 TotaI $21.266.19 64 A1 Mccooa.Jhy Shcpping 19 2014 c(?irirJg rrly Ltd Date: February -l5l ArJl'J S 1 ìLì8 a:i' Di:ìtiy Shcpg¡ngro.:(i i 7-ô? Ounningl;.¡ SÌ DAI.¿Y OLJ 4,1i}3 P ii?,¡652 2S77 Í; C:'466? 25til Rsbins Kitchen FTI Consulting Julie Huynh-ConsultanVProperty Advisory Jufie.Huvnh nsultino.com Dear Julie ROBINS K HEN - DALBY S NGWORLD OF RENT AN R OTHER MONIES Under the terms and conditíons of your Lease, your rental and other charges are due and payabfe on or before the first day of each month. Despite our earlier requests, the following monies continue to be overdue: 2810311 Base Rent Feb 14 5,069.67 2810312 Outgoings Feb 14 1,245.82 281031s Promotions Feb 14 253.48 Total: $6,568.97 We do not wish to take further action as this will lead to extra costs which the Lessee is also liable to pay under the Lease. lnterest will be charged on all overdue monies. Please give this matter your urgent attention and forward monies by return mail or pay to the Centre Management Office. Yours faithfully fr",. <-.)4-¿¿ CENTRE MANAGER Dalby Shoppingworld F^av¿@ MçCONAGHY SHOPPING CENTRES 65 -æÞ- Lend Lease Gameland CentralS r. :\ ìì ii lrr¡ i:ì,í=:l::ilirV¡e i r!t iiti iiå r!tl :ll; t:) l'l: 2 I FEB 2014 26 February 2014 BY:------ Linevilte Pty Ltd 608 Wynnum Road Morningside Qld 4170 C,C. Covenantors: Wan¡rick Martin Parer 111 Benigans Road Mudgeeraba Qld 4213 By.Exoress Post NOTICE OF DEFAULT Dear Sir/Madam Shop 2231 Caneland Central Shopplng Centre, Mackay T/As: Roblns Kitchen Lessee: Lineville PtY Ltd instruments 704830551 Lessor: Lend Lease Real Estate tnvestments Limited as responsible entity under and712882417 Section 124 of the Property Law Act 1974 (ALD) We act on behalf of the Lessor of Caneland Central Shopping Centre' (Notice)' We enclose by way of service a Notice to Remedy Breach of Covenant with the Notice within a reasonable The Lessor will be entifled to re-enter or forfeit the lease if you fail to comply period in which to comply. time. We advise that the Lessor considers 14 days to be a reasonable We recommend that you give lhe Notice your immediate attention' Yours Sincerely LEND LEASE þnopenry MANA6EMENT (AUSTRALIA) PTY LIMITED ø"-lL Philip Martin Gentre Manager Encl: Nolice C.C. Covenantors +61 7 1944 7f l1 Lend Leåss Property ttanaqement (Âustralia) Pty Llmlted Telephone t6f 7 4951 1586 ABN 61 002 894 f53 Faæimile Canehnd Cenl¡al rnt.c¿nelandæntral.c¡rn.au Corner Vrcto{i¿ SÛeet and V'aflgrc've Road t{aday, QLD 4740 Australia 66 lend Lease PLA Form 7 Version 1 NOT]CE TO REMEDY BREACH OF COVENANT Propeñy Law Act 1974, section 124 Road and Victoria To Linevilte pty Ltd, the lesSee of shop 2231, Caneiand oentral Shopping Centre, cnr Mangrove Street, Mackay Qld 4i40 (the "Premises"). years and 3 months, commencing Wíth reference to the lease of the premises, dated 1 I July 2012, Íor a term of 5 lessee: on 1st Deæmb er 2011(the 'Lease") of the Premises and the covenant by the of set'off whatever the 1. Clause Z, to pay the Lessor without demand and without any deduction or right each month; minimum annual rent by equal monthly instalments in advance on lhe lirst day of Lessee's share of Operating Expenses the reasonable estimate 2. to pay to the Lessor on accouñt of the . on lhe days provided for in clause 13.1 of the Lease by equal monthly instalments thereof in advance fixed for payment óf lhe minimum annual rent; Premises as provided for in 3, to pay to the Owner charges for electricity and utilities consumed in or on the clause 14.1 of.lhe Lease; and under the Lease; 4. to pay to the Lessor any GST on supplies made by the Lessor to the Lessee Lease; and S. to pay to the Lessor lhe Marketíng Levy in accordance with clause 15.1 of the gives you notice and and the breach by you of those covenants. Lend Lease Real Estate lnvestrnents Limited in the annexed requires you to remedy lhose breaches by paying !o it lhe amount outstanding and specified schedule, namely eightthousandeighthundredseventythreedollarsandfortysixcents, $8,873.46. Dated this 26h February,2014 Lend Lease Reâl Èstate lnvestments Limited by its managing agents: Lend Lease Property Management (Australia) Pty Limited Philip Martin Centre Manager the lease in the event of the lessee failing to [NOTE: The lessor will be entitled to re.entet or forfelt Act 1974.1 comply with this notice within a reasonable time - see section 124 of the Properly Law 67 lend Lease Schedule Cunent outstanding amount under the lease is as follows: Lessee's Total Maúeting Contribution to 0ther GST Month Rent Due Date Levy Operating Charges Expenses February'14 6,546.10 261.85 1,034.39 224.45 01t02t2014 80ô.67 8,873,46 TOTAL DUE AND 6,546.10 261.85 1,034.39 224.45 80ô.6i 8,873.46 PAYABLE 6B 3 'r¡:-..\ir: I. ., .: '.'i !'.''! iìii i:iì i;t I /l i t i i .',ri í ;_:!) ? , Ir , " Wstfretd WestfÌeld Kotara Cnr Nolhcott Drive & Park Ave Kotara NSW 2289 Austalia Telephone 02 4016 2570 Facslmlle 0?45524872 lnternet westfleld.com 1B February 2014 Warwick Parer Lineville Pty Ltd 608 Wynnum Road Morningsíde OLD 4170 By email: [email protected] DearWarwick, DEMAND FOR PAYMENT OF ARREARS SHOP 1O58WESTF]ELD KOTARATRADING AS ROBINS KITCHEN We wish to advise that under the terms of your Lease, rent and other charges are due and payable on the 1't of the month. You will note that as at the date of this letter, a total amount of $58,354.85 remains outstanding The Lessor is entitled to re-enter the premÍses and terminate your [ease if rent and other charges are not paid within 14 days of the due date. We now advíse that unless payment of $58,354.85 is received in full within seven days, that is by 5pm on Tuesday 25-February2014, yourshop may be repossessed bythe Lessor without further notice, thereby terminating the lease on the premises. The Lessor also reserves aft fegal rights available to it, including legal actÎon to recover all amounts owing and damages for breach of the lease. Yours sincerely Westfield Shopping Gentre Management Co' Pty' Limited HeidiScher Acting Centre Manager Westfield Kotara Westfleld Shopplng Gentro Management Co. Pty. Llmited ABN 55 000 712 710 Licensed Real Estate Agenl under lhe Property, stock and Eusiness Agents Act 2002 Level 30, 85 Castlereagh Slreet, Sydney NSW 2000, Austratia. 69 28-02-1 4; 09: 3ô # 1/ 1 *iT DiltstsStsNNRN Level 23 Central Flaza Two 66 Eagle Street Brisbane QLD 4000 GPO 8ox 67 Brisbane QLD 4001 27 February 2014 DX 104 Erisb¿ne T 61 7 3100 5000 ñf â----,trl- 7 3100 5001 .c ¡ r \-u¡isutttl¡g, F 61 GPO Box 3127 BzuSBANE QLD 400r Attentior¡: Kelly-Arrrre Trenfield, Johrr Park arrd Quentin Olde Dear Sirs and Madam Lirreville Pty Ltd (Subject to a Deed of Company Arrangement) ACN 107 493 738 trading as Robins Kitchens ("the Gompany") Our RBf: KJCÐffir4209966 We act for SAS Trustee Corporatiorr, the Lessor of the following ptemiscs ouncntly occupied by the Company: l. Lease I52, Smithfield Shopping Central, Captain Cook Higlrway, Smithfiëld QLD 4878; and 2, Shop 201â, Tweed City Shopping Ccntrg 54 Minjungbal Drive, Trveed Heads South. We also act for Perpetual Trustee Company Limitcd, the Lessor of prcmises currently occupied by the Company and known as Shop 72, Willows Shopping Cenbq Hervey Range Road, Kirwan QLD 48t7. Á, breach notice was issued by our olicnts in respect of each of the above tenancies on l8 December 2013. ConsequÇnt upon thc Company's failure to remcdy the breaches listed in those notices, our client intørds to et Our olicnt rvill issue and enforcc the notices on Tuesday 4 March 2014, We note the provisíons of sectíon 444F of the Corporations Act 2001. Should thc Dced Administrators seok an order of thc Court pursuant to thât section, the order must include the rrecessary provisions such that the i¡rterests of the Lessor will be adequately protected. Yours faithfully DibbsB¡rkcr ./// lfu; 2arr . Keith Cæl 25447019 vl ñcticml 27 02 14 www.dibbsbarker.com 70 MinterEllison LAWYERS 4March1}l4 WATERFRONT PI-ACE l EAGLE STREET BRISBANE PO BOX 7844 WATERFRONT PTACE qLD 4OO1 AUSTRATIA DX 102 BRISBANE www.minterellison.com TEL€PHONE +61 7 3119 6000 FACSÍMILE +61 7 3119 1000 l[u-iî;iï:B BY: ------'- BY REGISTERED POST & ORDINARY POST Lineville Pb/ Ltd ACN i07 493 738 (subject to a deed of company arrangement) 608 Wynnum Road MORNTNGSIDE QLD 4170 Dear Sir/Madam Dcfault of Lease to Lincville Pty Ltd - Shop 14, Centro Gympie (Premises) We act on behalf of CPT Custodian Limited, the landlord and owner of the Premises We enclose, by way of service, a Form 7 Notice to Remedy Breach (Notice). If the breaches detailed in the Notice are not remedied u'ithin the time specified in the Notice, our client may take further action in accordance with its rights under the lease, including but not Iimited to re-entering the Premises and terminating the lease. Our client's rights under or in connection with the Lease are strictly reserved. Yours faithfilly MINTER ELLTSON f4^;f* lu/À,,- t Contact: Rachel Rouyanian Direct phone: +61 7 3ll9 6436 Direct fax: +61 7 3ll9 1436 Email: rachel.rouyanian@minterellison:com Partner responsible: David O'Brien Direct phone: +61 7 3l l9 6 159 Our reference: RYR DOB 1072298 enclosure Copy to: Lineville Pty Ltd ACN 107 493 738 (subject to a deed of company arrangement) Cl- Lulz & Associates Office 2, Level l0 Sea Bank Buildiug souTHPoRT QLD 4215 Lineville Pty Ltd ACN 107 493 738 (subject to a deed of company arrangement) c/- FTI Consulting 22 Market Street BzuSBANE QLD 4000 MINÍER ELLISON GROUP AND ASSOCIAÎED OFFICES AOELAIDE AUCKTAND BEUING BRISBANE CANBERRA DARWIN GOLDCOAST HONGKONG LONOON MELBOURNE PERTH SHANGHAI SYONEY ULAANBA,ATAR WETLINGTON printed on 50Yo recycled pàper À,fÊ_ r r r923ì00. ¡ (w2007) 7L Lineville Pty Ltd 4March2014 2 Linevillc Pty Ltd ACN 107 493 738 (subject to a deed of cornpany arrarrgement) Shop 14, Centro Gympie Excelsior Road, Cnr Bruce Highway GYMPTE QLD 4570 ME_.r r 1923300_r (w200?) 72 PLA Form 7 Version 1 NOTICE TO REMEDY BREACIT OF COVENANT Property Law Act I974,sectionl24 TO: Lineville Pty Ltd ACN 107 493 738 (subject to a deed of company arrangement) 608 Wynnum Road MORNINGSIDE QLD 4170 AND Lineville Pty Ltd ACN 107 493 738 (subject to a deed of company arrangement) C/- Lutz & Associates Office Z,Level l0 Sea Bank Building sourHPoRT QLD 421s AND Lineville Pty Ltd ACN i07 493138 (subject to a deed of company arrangement) C/- FTI Consulting 22Matket Street BRTSBANE QLD 4000 AND Lineville Pty Ltd ACN 107 493 738 (subject to a deed of company arrangement) Shop 14, Centro Gympie Exceisior Road, Cm Bruce Highway GYMPTE QLD 4570 The lessee of part of the building known as Shop 14 erected on the land situated at Excelsior Road, Cnr Brucæ HiglL Gympie, Qld, rnore particularly described as Lot 1 on Suwey Plan lg74g7,County of March, Parish of Gyrnpie, Title Reference 50804346 (the Premises). With reference to: 1. the lease of the Premiscs dated on or around 26 Apdrl2007, for a term of eight years commencing on I Apnl2007 (Lease) from CPT Custodian Pty Limited ACN 077 870 243 (Lessor) to Lineville Pty Ltd ACN 107 493 738 (Lesscc). AND the cot enant by the Lessee contained in the Lease: 1. to keep the Premises opcn for busincss during the days and hours from time to time notified in writing by the Lessor to the Lessee as the designated hours for the Centre, or if the core tradi¡g hours (as defiried in section 51 of the Retaíl Shop Leases Act I994 (Qld)) are fewer, then during the core trading hours of the Centre, in accordancc with clause 10.1 I of the Lease. AND the breach by the Lessee of those covenants in that the Lessee has failed: lv'lE_l I 184ó901_l (W2003x) 73 1. to keep the Premises open for business during the days and hours from time to time notified in writing by the Lessor to the Lessee as the designated hours for the Centrc, or if the core trading hours (as dcfined in section 51 of the Retail Shop Leases Act I994 (Qld)) are ferver, then during the core trading hours of the Centre, in accordance with clause 10.11 ofthe Lease. The Lessor gives the Lessee notice and requires the Lessee to remedy those breaches by: I opening the Premises for business during the hours prescribed by the Lessor, by 4pm on Thursday, ?0 h{arch 2014. Dated this 4th day of March2}l4 CPT Custodian Pty Limited ACN 077 870 243 1,4^*h fß;^^, by its solicitors and dulY authorised agents MINTER ELLISON (NOTE: The lessor will be entitled to re-enter or forfeit the lease in tlie event of the lessee failing to comply with this notice within a reasonable time - see section I24 of the Property Law Act 1974.) (ADDpIONAL NOTE: If arrears of rent or other periodic payments are being claimed, it should be made clear the amounts involved and the periods to which they relate; eg base rent: Àll: lllE46903 I (W2003x) 74 Commonwealth of Australia STATUTORY DECLARATÍON Statutory Declarations Acf 1959 &'ttïnsert l, Warwick Parer of tc ç,7 l¿/,/ t' ,,ul /Jwg ßl- address), a Director of úinevilte Pty Ltd (Administrators Appointíd) hereby make the following declaration under the Statutory Declaratîons Act 1959: The value of personal assets and liabilíties owned solefy or jointly are as foflows: ASSETS $ LIABILITIES $ (à/f/ t (, oãotþu " Property: ",1 í/r ooo - Morþages etc: I /¿4t ú*ra'î 'oo, c;;,/'l/*t , fr¡- $e^cL Vehicles: Vehicle loans etc: l/r"/ fu1'/ für'/ i' l;""'/ Overdrawn balance /r r,,/, Cash at bank, on personal oao' '- etc: F /r?'l l4/r investment {túþ- accounUs: Personal loans re Furniture, /Ur' / household ß/a ooo '- furniture etc appliances and t ,? (including credit personal effects etc: cards): //,'/ Other Assets: þît- Other Liabilities: il¡,J¿¡. ict en,r¡tJ l4 cvo ' TOTAL o4t, &'o'* TOTAL ASSETS 8a olaoeo - LIABILITIES 9á, I understand that a person who intentionally makes a false statement in a statutory declaralion is guìlty òf an offence under Section 11 of the Stalutory Declarations Act 1959, and I neñeve tnat the statements in this declaration are true in every particular. .(signature) 7 /ù- ...... (loca tion¡ onâffigarc¡ 75 of .{:*!.1:g)... 1?./9- .. rv"^,t Before me, ...... (wîtness.s Witness name:. Ey fleuue¡'t Witness address:.. 4.. !9...,....t ... 8,K. .+. f . ...s- ê wirness quati fication: ... .. (eh ... .a¿-+...... *¿g;uc:'t+/3Zb Note I A person who intentionally makes a false aration is guilty of an offence, the punishment for rvhich is imprisonment for a term of 4 years- see seclion 11 of lhe Slalulory Declaralions Act 1959. Nole2 Chapler2of the CriminalCodeappliestoall offencesagainstthe SlaluloryDeclaralionsAct 1959 - see seclion 5A of the Slatutory Declarallons Act 1959. 76 |. *npQ, MinterEllison LAWYERS 4lvÍarch2014 pr^cr 1 EAG LE srRÉET BRIsBAN E - - r-:* /:íì r-' ç \f.7'r-p]ATì\FRoNTr''r ìl;i Þ Sl /F:, ,:1' 'ro döN zsae wnr€RtnoNr pr.Àc[ erD 4oo1 AUsTRALTA lt'¿ DX IOZ.BR|SBANE www.minterellison.com lU $ i, 1,.'.,:,' ;iretæiio¡¡r+6173l1e6000tAcslMrLE+617311e1000 BY: ------ BY REGISTERED POST & OR-DINARY POST Lineville Pty Ltd ACN 107 493 738 (subject to a deed of company arrangement) 608 Wynnum Road MORNINGSTDE QLD 4170 Dear Sir/lvfadam Default of Lcase tp Lineville Pty Ltd - Shop 21, Taigum Square (Premises) We act on behalf of Centro MSC Manager Limited, the landlord and owner of the Premises. We enclose, by way of service, a Form 7 Notice to Remedy Breach (Notice). If the breaches detailed in the Notice are not remedied within the time specified in the Notice, our elient may take further action in accordance with its rights rmder the lease, including but not limited to re-entering the Premises and terminating the lease. Our client's rights under or in connection with the l,ease are strictly reserved. Yours faithfrrlly MINTER ELLISON tlr4^^i;* f(û"ât I Contact: Rachel Rouyanian Direct phone: +61 7 3ll9 6436 Di¡ect fax: +61 7 3ll9 1436 Email: [email protected] Parfner responsible: David O'Brien Direct phone: +61 7 3l 19 6159 Our reference: RYR DOB 1072298 enclosure Copy to: Lineville Pty Ltd ACN 107 493 738 (subject to a deed of company arrangernent) c/- FTI Consulting 22 Market Street BRTSBANE QLD 4000 Lineville Pty Ltd ACN 107 493 738 (subject to a deed of company anangement) Shop 21, Centro Taigum Cn¡ Church & Beams Road 'tArGUM QLD 4018 MINr:ER ELLISON 6ROUP AND ASSOAATED OFFICES ADEI.AIDE AUCKLAND BEUING SRISBANE CANEERRA DARWIN GOLDCOAST IIONG KONG LONDON MELBOURNE PERTH SHANGHAÍ SYDNEY UIAANBAATAR WELTINGTON printed on 50% recycled paper N,f¡ì ilt92350t I (W200?) 77 PLA Form 7 Version 1 NOTICE TO REI\{EDY BREACH OF CO\/ENANT Property Law Act 1974, section 124 TO: Lineville Pty Ltd ACN 107 493 738 (subject to a deed of company arrangement) ó08 W1ruru*r Road MORNTNGSIDE QLD 4170 AND Lineville Pty Ltd ACN 107 493 738 (subject to a deed of company arrangement) C/- FTI Consulting 22I|¡f:arket Street BRTSBANE QLD 4000 AND Lineville Pty Ltd ACN 107 493 738 (subject to a deed of company arrangement) Shop 21, Taigum Square Cnr Church & Beams Road TATGUM QLD 4018 The lessee of part of the building known as Shop 21 erected on the land situated at Cn¡ Church & Beams Road, Taigum, Qld, more particularly described as Lot 4 on Survey Plan 145646, County of Stanley, Parish of Kedron, Title Reference 50402189 (the Premises). With reference to: 1 . the lease of the Premises dated on or around 1 3 Novemb er 2012, for a term of six years commencing on l7 Juty 2011 (Lease) from Centro MSC Manager Limited ACN 051 908 984 (Lessor) to Lineville Pty Ltd ACN LO7 493 738 (Lessee). AND the covenant by the Lessee contained in the Lease: 1. to keep the Premises open for busincss during the days and hours f¡om time to time notiñed in writing by the Lessor to the Lessee as the designated hours for the Centre, or if tlre core trading hours (as defined in section 51 of the Retail Shop Leases Act 1994 (Qld)) are fewer, then during the core trading hours of the Centre, in accordance with clause 10.1 1 of the Lease. AND the breach by the Lessec of those covenants in that the Lessee has failed: l. to keep the Premises opcn for business during the days and hours from time to time notified in writing by the Lessor to the Lessee as the designate ME_r l r84?22_5_l (\\'2001x) 7B The Lessor gives the Lessee notice and requires the Lessee to remedy those breaches by: I opening the Premises for business during the hours prescribed by the Lessor, by 4pm on Thursday, 20 March 2014. Datcd this 4th day of March2014 Centro MSC Manager Limited ACN 051 908 984 rl,wJu"- l-Í&,*,ru, by its solicitors and dulY agents MINTER ELLISON (NOTE: The lessor will be entitled to re-enter or forfeit the lease in the event of the lessee failing to comply with this notice within a reasonable time - see section L24 of the Property Law Act 1974.) (ADDITIONAL NOTE: If arrears of rent or other periodic payments are being claimed, it should be made clear the amounts involved and the periods to which they relate; eg base rent: ME I t I 47 225 _l (w2003x) _l 79 /t-4 MinterEllison l. Þq_ LAWYERS 4 March1}I4 WATERFRONT PI.ACE 1 EAGLE STREET BRISBANE PO 8OX 7844 WATERFRONT PTACE QLD 4OO1 AUSTRALIA DX 102 BRISBANE www.m¡ntereflison.com Rî'*Ty*$ TETEPHONE +61 7 3119 6000 FAcSlMlLE +61 7 3119 1000 BY REGTSTERED POST & ORDINARY POST Lineville Pty Ltd ACN 107 493 738 (subject to a deed of company arrangement) 608 Wynnum Road MORNINGSTDE QLD 4170 Dear Sir/lvfadam Default of Lease to Lineville Pty Ltd - Shop N10, Centro ToormÍna (Premises) We act on behalf of CPT Custodian Limited, the landlord and owner of the Premises. We enclose, by way of service, a Notice of Breach of Covenant, issued pursuant to section 129 of the Conveyancing Act 1919 (NSW) (Notice). If the breaches detailed in the Notice are not remedied within the time specified in the Notice, . our client may take fi¡rther action in accorda¡rce with its rights under the lease, including but not limited to re-entering the Premises and terminating the lease. Our clienfs rights under or in connection with the Lease are strictly reserved. Yours faithfifly MINTER ELLISON fi*e-f't**. Contact: Rachel Rouyanian Direct phone: +61 7 3ll9 6436 Direct fax: +61 7 3ll9 1436 Email: [email protected] Partner responsible: David O'Brien Direct phone: +61 7 3l I9 6159 Our reference: RYR DOB 1072298 enclosrue Copy ro: Lineville Pfy ltd ACN 107 493 738 (subject to a deed of company anangement) c/- FTI Consulting 22 Market Street BRISBANE QLD 4000 Lineville Pry Ltd ACN 107 493 738 (subject to a deed of company arrangement) Shop Nl0, Centro Toormina 5 Toormina Road TOORMINA NSV/ 2452 /1- ,t'/ t - 7 ö/) M,NÍER ELLI.,N G*oup AND AssoctAT,,t) oFFIcEs ADEI.AIDE AUCKLAND BEIJING BRISBANE CANBERRA DARV'/IN GOLDCOAS]' HONGKONG LONOON MELBOURNE PERTH SHANGHAI SYDNEY ULAANBAATAR WELLINGTON pr¡lìted on 50% rccycled paper r\4Í1 I il923-577 I (w2007) BO NOTICE OF BREACH OF COVENANT TO: Lineville Pty Ltd ACN 107 493 738 (subject to a deed of company arrangement) 608 Wynnum Road MORNTNGSTDE QLD 4170 AND Linevillc Pty Ltd ACN 107 493 738 (subject to a deed of company arrangement) C/- FTI Consulting 22 Market Street BRISBANE QLD 4ooo AND Lineville Pty Ltd ACN 107 493 738 (subject to a deed of company arrangement) Shop Nl0, Centro Toormina 5 Toormina Road TOORMINA NSW 2452 AND: THE LESSEE of Shop N10 in the Centre known as Centro Toormina, 5 Toormina Road, Toormina, in the State of New South Wales ('thc Dcmiscd Prcmises') WITI{ REFERENCE to the Lease of the Demised Premises dated 23 December 20 1 I from CPT Custodian Pty Limited ACN 077 870234 (Lessor) to Lineville Pty Ltd ACN 107 493 738 (Lesscc) and: t. the covenant by the Lessee in clause 10.9 of the Lease to keep the Premises open for business during the days and hours from time to time notified in writing by the Lessor to the Lessee as the designated hours for the Centre, and the breach by you of that covenant in you have failed to keep the Premises open for business during the days and hours from time to time notified in writing by the Lessor to the Lessee as the designated hours for the Centre. WE GI. YOU NOTICE and require you to remedy those breaches within 14 days of the date of service of this notice by: l. opening the Demised Premises for business during the hours prescribed by the Lessor. DATED 4 Marcb,2014 cPT Custodian Pty Limited ACN 077 870 243 ,?r/'U,,å" úÍrà-u ì By its Solicìtors and duly authorised Agents i\{INTER ELLISON NOTE: The Lessor will be entitled to re-enter or forfeit the Lease in the cvent of the Lessee failing to comply witli this Notice within 14 days of the date of service of the Noticc. See section 129 of the Conveltancing Act,¿9i 9 (NSW). B1 t!48 lllS{7912 I (w200?) ffiK& Property Group Level 8, 50 Pitt Street Sydney NSW 2000 Tel: (02) 8243 4900 Fax: (02) 8243 4999 www.scaproperty.com.au 5 March 2014 REGISTERED POST Lineville Pty Ltd (subject to Deed of Company Arrangement) PO Box 622 MORNINGSIDE QLD 4170 Dear Sir Trust Company (Australia) Limited lease to Lineville Pty Ltd Shop 6, Central Highlands Marketplace, Emerald, QLD We refer to the above matter and now enclose Notice of Breach (Breach Notice). The Landlord is entitled to re-enter the premises, forfeit the lease and exercise its other powers as Landlord under the lease as a consequence of your breach of your lease if the breach referred to in the Breach Notice is not remedied within a reasonable time after service of the Breach Notice. We therefore notify you that the Landlord may exercise those powers without further notice, if the breach referred to in the Breach Notice is not fully remedied by Wednesday, 12 March 2014- Yours Eric unsel S Group Direct line: (o2) 8243 4e15 Email: erica. rees@scaproperty. com.au Encl Copy to: Shop 6, Central Highlands Marketplace, Emerald, QLD Shopping Centres Australasia Property Group RE Limited ABN 47 158 809 851 AFS Licence 426603 as responsibfe entity of the Shopping Centres Australasia Property Retail Trust ARSN 160612788 and as responsible entity of the Shopping Centres Australasia Property Mânagement Trust ARSN 160612626 B2 FORM 7 Version I NOTICE TO REMEDY BREACH OF COVENANT Propefi Law Act 1974,section 124 TO Lineville Pty Ltd (subjec't to Deed of Company Arrangement), PO Box 622' MORNINGSIDE QLD 4170 COPY TO: Shop 6, Central Highlands Marketplace, Emerald, QLD The lessee of Shop 6, Central Highlands Markeþlace, Emerald, QLD (the premíses) With reference to the lease of the premises, for a term of 7 years commencing on the 15 March 2012 registered number 714619792 and the covenant by the lessee to. (a) pursuant to clause 2 of the lease pay rent by equal monthly instalments in advance on each rent day; and (b) pursuant to dause 5 of the lease pay an instalment of the tenant's contribution to outgoings in advance on each rent day, and the breach by you of those covenants the lessor gives you notice and requires you to remedy those breaches by paying the amount of $12,515.52 (including GSÐ to the lessor, being the rent, outgoings and GST payable by the lessee for the period from 17 January 2014lo 1 March2014 as detailed in the attached schedule. Dated this Sth d of March 2014 Lessor NOTE lessor will be entitled to re-enter or forfeit the lease in the event of the lessee failing to comply with this notice within a reasonable t¡me - see section 124 of the Property Law Act 1974 83 GENTRG: CENTßAt HIGHLANoS MARKETPLAC€ 2-10 CODENWARRA RO EMERATD Ql'o 4720 TENANCYI SHOf6 TENANT: I.INEVILTG PTY ITD (SUBJECT TO DEED OF COMPANY ARRANGEMENTI RENT ACCOUNT RICONCII.IATION $ INC GST Ðalance Date Item nb 3,881.43 L0-Feb-14 fient 10/2/14 -zglzhq 3881.4 3 4,269,57 T 388.14 4,832.40 0utsoinss 70/2h4 - 28/2114 s62.83 s6,28 4,888.68 GST 155.26 s,043.94 Promo.levy 1O|2 Ir4, 281 2 | L4 5,059.47 T i 5,53 r0,779,41 1-Msr.14 Lly14-3Ll1lL4 5720,00 572.00 r1,351.47 GST 12,180.90 0utso¡nss L/3/14' 3U3174 829.43 82.94 r2,263.8 228.80 t2,492.64 Promo lew rl3/14 - 3113/L4 22.88 12,515.52 T 0.00 12,515.52 AL 125 1S.52 t(lcviilÈ Fltttd Á'¡cc,r ¿t ¿: 5ô.a¡r(rì23:a 84 Level 33 KING&WCDD Waterfront Place 1 Eagle Slreet MALLESO N S Brisbane OLD 4000 Auslrafia T +61 7 3244 SOOO F +61 7 3244 B99S www.kwm.com 6 March 2014 Klearin Pty Ltd Cameron Mew c/- Stephen Russell Senior Associate Managing Partner T +61 7 3244 8148 Russells M +61 419 182 903 By email: [email protected] Philip Pan Partner And to Warwick Martin Parer c/- Greg Litster Synkronos Legal By email: [email protected] Dear Sirs Lineville Pty Ltd (Subject to Deed of Company Arrangement) ("Company") We refer to the deed of company arrangement dated 10 February 2014 ("DOCA"). We confirm that we act for the deed administrators of the DOCA. As you are aware, the DOCA remains subject to Klearin being reasonably satisfied as to the status and terms of the Company's premises leases ãnd the assets, liabilities and business of the Company being substantially in accordance with its understanding of the same as at 17 January 2O14 (re.fer clause 12.1(i)). Further, under the DOCA the Company was to be managed in accordance with the provisions of clause 4. DOCA Since the date of the DOCA, the Company has not been managed in accordance with clause 4 of the and as a result: 1 The Company's landlords have not been paid rent and other monies payable under the premises leases in iesþect of the DOCA period (in contravention of clause 4úXiii)). 2 The landlords of eight sites have terminated the premises leases and taken possession of the sites. As a result, the Company has ceased to operate from those sites (in contravention of clause 4(Jxiil)) We are aware of a further nine landlords have since the date of the DOCA, issued notices that they propose to take action to terminate the premises leases. ,l The employees at those closed sites have not been able to be retained on the same terms as at the date of the DOCA (in contravention of clause 4(i)). period (in 4 Suppliers of stock to the Company have not been paid for supplies during the DOCA contravention of clause 4(JXiii)). Êl1l+ÊðCTI*tfitåÞîE*gdÃff . P4'AÉR, üÉ*Xlåv ' v.kwm.com ìtt lËtn{r I jt* I +* ñ4ember firm ol ihe Kìng I Wæd Mallesoôs nelvJork- SÊe \q\ s.kvm.com fd more ¡n{ormalÌon Asia Pac¡frc I Europe I Norlh Amer¡ca I Middle Eâst 85 1 1778519 1.docx,/ 04-5507-1420 KING&W@D MALLESO N S Klearin Pty Ltd 6 March 2014 5 An expiration date of 2 March 2014 was imposed for the honour of gift cards issued prior to the date of the DOCA (in contravention of clause 4(h)). Would you please urgently advise whether in light of the above developments, Klearin is currently satisfied as to the matters set out iÁ clause 12.1(i) of thiDoCA and stillwishes to proceed to effectuate the DOCA. lf so, would you please advise what action Klearin and Mr Parer propose to take to rectify the above breaches and preserve ti,e Company's premises leases, stock, employees and other assets. Given the urgency of the matters raised, we request your response by no later than 1pm, Friday, 7 March 2014. Yours faithfully 86 Page 2 1 1778519_1.docx > ---Original Message---- > From : Warwick Parer [mailto:[email protected] > Sent: Friday, 7 March 2014 9:01 AM > To: Park, John; Bender, Damian; Greg Litster >(Gre@) > Subject: FW: Stock > John > please see instructions from Fred Bart below to withdraw stock from all stores. > we cannot trade and complete these instructions at the same time > Please advise what hapPens now? > Best Regards > Warwick Parer > Robins Kitchen > -----Original Message---- > From : Fred Bart [mailto:fredbart@biq pond'com] > Sent: Friday, 7 March 2014 B:15 AM > To:Warwick Parer > Subject: Re: Stock > Warwick > I want the stock from all stores > Regards > Fred > Sent from my iPhone >> On 7 Mar 2014, at8:54 am, Warwick Parer >> Fred >> Can you please confirm if you want the stock from all stores, not just the closed stores? >> Best Regards >> Warwick Parer >> Robins Kitchen >> -----Original Message----- >> From: Fred Bart fmailto:fredbart@biqpond'coml >> Sent. Thursday, 6 March 2014 B'.23 PM >> To: Warwick Parer >> Subject: Re: Stock >> Warwick >> Please send to the alternate facility at colmslie then when collated 2 B7 >> we will send itto 24 Jabez st marrickville sydney To shaw of >> australia Regards Fred >> Sent from my iPad >>> On 0610312014, at 8:59 PM, Warwick Parer >>> Fred >>> Do you want the stock sent to the Robins warehouse or the alternate facility at Colmslie? >>> Please also confirm that you want the stock returned from all stores not just the closed stores? >>> Best Regards >>> Wan¡vick Parer >>> Robins Kitchen >>> -----Original Message--- >>> From: Fred Bart [mailto:[email protected]] >>> Sent' Thursday, 6 March 2014 6:25 PM >>> To: Warwick Parer >>> Subject: Stock >>> Warwick >>> Klearin pty ltd require you and your company to facilitate my >>> companies removal of the balance of the stock under the retention of >>> title from the various premises.Urgently let me know what you in this regard Yours faithfully Fred bart Klearin pty ltd lll OroPote >>> Sent from my iPad > Confidentiality Notice: > This email and any attachments may be confidential and protected by legal privilege. lf you are not the intended recipient, be aware that any disclosure, copying, distribution or use of the e-mail or any attachment is prohibited. lf you have received this email in error, please notify us immediately by replying to the sender and then delete this copy and the reply from your system. Thank you for your cooperation. BB 3 Sugden, William (AU) From: Mew, Cameron (AU) Sent: Friday, T March 2OL4 2:07 PM To: Sugden, William (AU) Subject: FW: Lineville Pty Ltd subject to Deed of company Arrangement (20140040.) Attachments: SAM_201400a0_027(1).pdf; (1)SAM_20140040-00s(4).pdf; FW: Lineville Pty Ltd Administrators Appointed Email Yeo to Park 30 January (20140040.) fví Cameron Mew I Senior Associate King & Wood Mallesons Level 33, Waterfront Place, I Eagle Street, Brisbane QLD 4000 T +61 7 3244 B14B I M +61 419 182 903 | F +61 7 32448999 cameron.nrer¡¡@au. kv¡m.com I www. kwm.com The Power ofTogether King & Wood Mallesons in Australia is a member firm of the King & Wood Mallesons network. See lvl-n€gm for more information From: Stephen Russell [mailto:[email protected]] Sent: Friday, 7 March 2014 1:35 PM To: Pan, Philip (AU) Cc: [email protected]; Mew, Cameron (AU); Steven Mattiussi Subject: RE: Lineville Pty Ltd Subject to Deed of Company Arrangement (20140040.) Importance: High Gentlemen Please see our letter attached, with the documents referred to therein. Yours faithfully RUS S E LLS Stephen Russell Managing Partner Direct (o7) goo4 BBro Mobile o41B 992 o1S S Ru s s ell @ Ru s s ells Lata . co m. au Liability lùnitetl by a schenrc appt'oued und ?ostal-GPO Ilox r4oz, llrisbalte QLD 4oor I Sù'eet_l,at'el 21,3oo Queen Street, llrisbane QLD 4ooo Telephonc (oÐ goo+ 8888 / lì'¿tcsimile (oZ) goo+ BBSS / ABN 38 3Sz ZBz S3+ k$ac-IlsL,(ra,gellLa¡1- -----Original Message----- From : Pan, Philip (AU) hnailto : Phílip. Pa n (à au.krvrn. coml Sent: Friday, 7 March 2014 1:21 PM To: Stephen Russell 1 B9 Level 33, Waterfront Place, r Eagle Street, Brisbane QLD +ooo T +61 7 3244 8o8r I F +61 7 3244 8999 philippã[email protected] The Pon'er of Together King & Wood Mallesons in Australia is a member firm of the King & Wood Mallesons network. See kwm.com for more information. 3 90 RUS SELLS 7 March,2014 Our Ref: Mr Russell Your Ref: Mr Pan EMAIL TR,ANSMISSION I(ing & Wood Maìlesons Soìicitors BRISBANE email: [email protected] Dear colleagucs Klearin Pty Ltd ("Klearin') - Lineville Pty Ltd (Subject to Deed of Company Arrangement) ("Lineville" ) Thank you for your letter dated 6 March, 2014. As requested, we are instructed to set out I(ìearin's position iu respect of the matters about which you have written. First, we repeat what r¡¡e said on our letter to Mr Lloyd of NAB dated 3 I January, 2014, enclosed for ease of rcference. I(learin negotiated the terms of its proposal with the administrators and with NAB. Thcir appointment as administlators (among probably numcrous other events) entitted NAB to appoint receivers over the whole of the asse ts and undertaking of Lineville. Any proposal for a DOCA had to be acceptable to the securcd creditor. Tlris was fundatnelrtal. Your clicnts wcre in office as administrators with at least the tacit consent of NAB. On l7 January, 2014 NAB Íinally reached agrcencnt wiÍ.ll Kleailn as to thc terms of its proposal for a DOCA. NAB entere d into a contract with Klearin, to supporr the DOCA. We expect that your clicnts will unreservedly accept that l(learin was waiting for NAII's agreement to support the proposal for the DOCA before it committed to supportit'rg Lincvillc; and that it would not þavc spent any mollcy without NAB's agrcement. Having sccurcd NAB's agrecmcltt and support for the DOCA proposal, I(lcarin ther-r suppìied over $2 million of stock to Lineville. NAIì rcnegcd on it contractual obligatiot-r. It abstained frot-u voting at the n-reeting, apparentìy l¡ecause thc under-bidder foreshadowed at thc rnc'eting that Liahility litttitcd by a schct¡c ap¡trovcd ttttdcr ¡trofcssional standards lcgislation lJrisl¡.rtrc / SYlnr:1' Tcìc¡rhotrc r07j 3004 3888 i l--acsinrilc- (07) 1004 {lS9t ll LtsscJIsl,ztt'.c on.a ¿t SAI\1-201 4 ()04tr-027 tlot:x 91 Would you also pleasc advisc if fhc administrators havc had any contact with the Lew interesti and whether, as a result of that contact, they (the administrators) may be in a position to offer Klearin some solution to tl-le losses it has suffered. Yours laithfully Stephen Russell Managing Partner Direct (07) 3004 8810 Mobiìe O4l8 392 015 SR u ssell @R u sseJJsLa w. com. a u Our Rcf: Mr Russcll Pagc 3 of 3 Your Ref Mr Pan 92 Suqden, William (AU) From: Stephen Russell Impoftance: High From : Andrew Yeo fma ilto :[email protected]] Sent: Thursday, 30 January 2014 t2:57 PM To: Park, John Cc: [email protected] Subject: Lineville Pty Ltd (Administrators Appointed) Impoftance: High Dear John Further to your telephone discussion with Jeremy Rosenthal moments ago, I confirm the terms of the revised House Corporate offer are as follows: L. Cash payment to Admin¡strators of S160,000. 2. Purchaser assumes liability for all accrued entitlements in respect of Store Employees' 3. Purchaser assumes all liabilities in respect of Head Office Employees up to a maximum of 5200,000. 4. Purchaser to honour lay-by and gift voucher liabilities in the same manner as that contemplated in the DOCA. 5. Purchaser to acquire stock in the same manner as that contemplated in the DOCA. 6. Purchaser to advance an additional 5250,000 to be applied as agreed between the purchaser and the Administrator, but with the purchaser's strong preference for such portion of that amount to be applied to ensure that unsecured creditors receive at least the same distribution as the maximum they could conceivably receive under the DOCA. Please also see for your urgent reference a letter our client has received moments ago from Westfield demonstrating their clear opposition to the DOCA and more importantly, to the deed proponent as a prospective tena nt. Yours faithfully Andrew Yeo I Executive Director Pitcher Partners Advisors Proprietary Limited Level 19, 15 William Street, Melbourne VIC 3000 | www.pitcher.com.au T:03 8610 5190 | F: 03 8610 5748 | andrew.veo(ôpitcher.com.au Finalist - Best Accountancy Firm (revenue between $5O million and $50O million) 2014 BRW Client Choice Awards Winner Best Medium Accounting Firm 2013, Thomson Reuters Tax and Accountirrg Excellence Awards 1 93 RUS SELLS 3l January,2014 Our Ref: Mr Russeìl Mr Steve Lloyd Manager StraLegic Business Services Nationaì Austraìia Bank Leveì ló 100 Creek Street BRISRANE QLD 4OOO Also by etnail: [email protected] Dear Mr Lloyd Lineville Pty Ltd (Administrators Appointed) as trustee of the RK#t Discretionary Trust trading as Robins Kitchens ("Company") As you know, we act for Mr Frcd Bart and Klearin Pty Ltd. On or about l0 January, 2014, we submitted, on behall of our clients, a draft proposaì for a Deed of Company Arrangement (DOCA) for the Company. The negotiations for this proposal followed an open tender process for the Company's assets, to which NAB was privy. Our clients understand that this process had produced another competing offer from interests associated with the Lew farnily's House business ("House"). While NAB was privy to the details of that olfer, our clients were not. Ovcr thc coursr: of thc following weck, thc tcrms of that DOCA proposal werc the subject of discussion and negotiation between our clients, our firm and the Company's Administrators. Those discussions and negotìations included comments and input from you on behalf of tlrc National Australia Bank (NAB). NAB participated in - and indeed caused - the rnodification and refinenlent of our clicnts'proposcd DOCA. The offer was improvcd to suit NAB' As NAB knows, DOCAs involve highly regulated terrts and are ultimately always disclosed to crcditors and indeed thc public in gcncral. For example, proposals for DOCAs must be evaluated by administrators and they must make a recommcndation to crcditors in a publicaìly avaÍìablc rcport. Ultinrately, on ì7 January, 2014, you confirmed to the Adrninistrators that NAB had agreed to the tcrms of the proposed DOCA as amcndcd and as at that datc (the final DOCA proposal). As you know. it was a tcrm of thc final DOCA proposal (l 3 (a)) that thc NAB would vote in favour of the resolntion that the Company enter into the DOCA. Liabi.lity timitcd by a .schctttc approvcd ttndcr prolcs.sional .standards lcgislation lìrisl:anc / S1:d¡.t l\t.çt,tl-1.)l'() l'it¡x 4()00. S1'tìrrc1' Ns\\" 20Ûl Lil¡tr'<'t-l.et't:l 5. .12 ,\{artill I'la<.c. Sytlttel'J\Sw 2000 Tc-lc¡hclic tù2! 921ó 5ó(10 i l'-atsi¡lrilc lO2) 9)16 5(\()\) II t¡-sst'JJsLatY.tt.¡¡¡t -¡¡ Lt ()_008.(lody ( I )SA À1_2(ì I 4 004 94 House kncw of thc tcrms of our clicnts' proposal by 2t January, 21O3, wìrcn the section 4394 report was circulated. Mr Bart was not surprised whcn, with the bencfit of that knowledge. Housc mafle a revised offer, with only an hour to go before the meeting of creditors was called to order. Nor was he surprise d to lcarn that the revised offer was o¡ìy slightly better than l(learin's piopotul. (Wc should aÌso mention that tìrc revised Uoúse offer quite cynicallyprovided that "Purchaser to acquire stock in tlre same manner as that cótlterlpìated in the DOCA" - whereas of course our client had alrcady bought this stock, to NAB's lrenc[it.) But Mr Bart was surprised - to adopt a neutral expression - when NAB abstained from voting. Our clients expect NAB to honour its word. They now demand that NAB imrnediately:- l. confirm in wril"ing that it will do as it re¡lrcsentcd it would do, aud as it agreed to do: namely, to support the DOCA; 2. confirm in writi¡g that it wi]l eithcr cxccute thc DOCA' or (if NAB does not wish to becom. party to the DocA) execute a Deed in which ir covenanrs that iiis bound by the DOCA. as though it had voted in favour of tìrc DOCA and s.444D(2)(a) applies to iU and 3. provicle us with a letter confirming that it advised the administrators ãnd our clients olr l7 January, 2014 that it would suppolt thc DOCA, and withdrawing uny ttutemènt or imputation that it will not now clo so' We need hardly add that in the event that NAB fails to honour its commitment, our clients will (among other things) hold NAB to its bargain, and will take all stcps necessary to recovcr frorn NAB its losscs for recovery of damages in connection wiih our clients'reliance on the commitment given by the NAB in respect of the final DOCA proposal. If things are not soon brought back to order, the losses and the potential for losses will mount. The transaction is a very valuable one to our clients, and they should not be deprived of thc very substantial bcncfil"s to which they arc entitled, merely b".uur" NAB dccides to dishonour its word in favour of a last minute opportunist. Our clients take the view that they - a¡rd indeed the investing pubìic - arc entitled to cxpect better from the bank. We await your immediate repìy. Yours faithfulìy Stephen Russell Managing Partner Direct (07) 3004 8810 Mobiìe 0418 392 Ol5 S R u sscJJ @R u ssc] JsLa w. con?. a u Our Ref Mr Russcìl Pagc 3 of 3 95 Wsr#æW Kelly-Anne Trenfield Westfield Shopping Centre Managemenl Co. (Queensland) Pty FTlConsulting Ltm¡ted Level 30,85 Castlereagh Street, Sydney NSW 2000 îhursday 30 January 2014 Dear Kelly-Anne RE: Lineville Pty Ltd, T/A Robins Kitchen Having reviewed the Deed of Company Arrangement proposed, Westfiefd sees no value to it as a landlord, or for that matter, ordinary unsecured creditors, and will vote against the Deed of Company Arrangement. Westfield fails to understand why the administrators have in their 4394 report supported the Deed of Company Arrangement. Please table this letter at the meeting of creditors to be held this afternoon. I i Yours faíthfully Westfïeld Shopping Centre Management Co. (Ald) Pty. Limited Nick Gatehouse Regional General Manager ? Westfìeld Shopping Centre Management Co. (ald) Pty. Limited ABN 67 010 310 059 Licensed Real Estate Corporation under the Property Agents & Motor Dealers Act 2000 Level 30,85 Çastlereagh Slreet, Sydney NSW 2000, Australia I , 96 From: Warwick Parer < P h i lip. Pa n @a u.kwm.com> Subject: RE: Temporary Trading Halt Damian I believe we have taken all steps necessary to secure the stock, bank accounts and all other assets of the company today. I further confirm that the assets will not be dealt with pending a resolution of the current status of the DoCA. Some stock claimed by Mr Bart is under his control but I am unable to say how much at this point in time. Best Regards Warwick Parer Robins Kitchen From : Bender, Dam ían [mailto: Damian. Bender@fticonsulti ng.com] Sent: Friday, 7 March 2014 3:05 PM To: Warwick Parer Cc: Greg Litster ([email protected]) (GregLitster@synkronos'com); Stephen Russell ([email protected]); Park, John; Pan, Philip (AU) Subject: RE: Temporary Trading Halt Warwick, Can you please confirm that you in your capacity as director you are taking all necessary steps to please secure the stock , bank accounts and all other assets of the company today - Additionally confirmthattheseassets willnotbedealtpendíngaresolutionofthe currentstatusoftheDOCA 97 1 rega rds Damian Bender Senior Managíng DÍrector Corporate Finance F T lConsulting t.61 .7 .3225.4904 direct +61.7.3225.4999 fax Dam ian. Bender(ôft iconsultinq.com 22 Market Street Brisbane QLD 4000 Australia www.fti con s u I ti no -a sia. co m We've joined FTI Consufting - click here to fearn more From: Warwick Parer [mailto:[email protected]] Sent: Friday, 7 March 2014 2:36 PM To: All Robins Kitchen Stores; All Robins Office Users Cc: Park, John; Bender, Damian; fredbart(ôbigpond.com Subject: Temporary Trading Halt Good Afternoon Wonderful Robins Team Due to the ongoing uncertainty of the legal position of the business, M r Bart has regrettably come to a difficult decision and instructed that all store stock be secured and packed up to be shipped back to a central point. Accordingly could all stores please close their doors and cease trading immediatelv until further notice and start preparing the stock for collection. Could you also please ensure all banking is done this afternoon. The closure is temporary at this stage and no staff are being terminated. Please continue to come to work to pack up stock for transport. What ever happens next I am super proud of the way you have all conducted yourselves. You are an incredible team and you have shown endurance and strength in the face of extreme uncertainty but it appears the forces against us are just too strong. At the time of this communication the Deed of Company Arrangement is still in place Best Regards always Warwick Parer Robins Kitchen Confidentiality Not¡ce: ThÍs enlail and any atlachments rnay be confidentiaf and protected by legal prívilege. lf you are not th_e intenCed recipient, be aware thai any disclosure, copying. distribution or use of the e-nraìl or any attachment is prohibíied. lf you have received this ernaìl in error, please notify us inrmediately by replying to the sender and then delete this copy and the reply from your systent Tlrank you for your cooperation. 9B 2 - rgden, William (AU) From: Pan, Philip (AU) Sent: Friday, 7 March 20t4 4:37 PM To: Mew, Cameron (AU); Sugden, William (AU) Subject: Fwd: request to stop transfers FYI Begin forwarded message From: "Bender, Damian" Damian Bender Senicr fulanaEing Direct<¡r Corpoiate Finatrce F T I Consulting +61 .7 3225.4904 direct +61 .7 .3225 499ti fax Damian. [email protected] 22 I'larket Stteet Br"isbane Qi-.D 40û0 Au;tralia r¿nvw. ft icon s ulti n g-a si a. com \r.Ve've jo¡nect FT! ConsultÍng - click here tc tearn more From : Wa rwick Parer lma ilto :wa rwick@ robinskitchen.com.au] Sent: Friday, 7 March 2014 4:28 PM To: [email protected] Cc: Bender, Damian Subject: request to stop transfers Steven Three transactions were undertaken today in good faith based on instructions and advice from Mr Bart. The value of these transactions are 570,000; 51ZO,00O and $1-30,000. The administrator has now contacted me and advised there are reasons these transactions could be quest¡oned and not in the interests of the administration. Accordingly I am writing to request that if possible these transactions are stopped until we receive further advice Regards Warwick Parer 1 99 Conf iclentiaf ity Nót¡ce: priviìege li you are not in,e interìcied reclÞieût bÊ' rir¡s enrarl and aí1y attaciimenis r.ay'ae ctnfkJeriial anc p.ôtec{ed by iegal is prohii:itecl lf yoir iave íecei'iêd thrs a,¡¡are ilrat any disrlcs.Jre. copyirrg. distiibuticn cr ¡-,se olihe ê-nail or eny attachment il¡is ccpy and ìhe íep¡y fiorn youi svstem 3i1lâÌi in ei€r. piease notiíy rs innìediatË!y by repiy:ng tc ihe sêncier zacj tien cleiete T1ãi',Ìk icrj fclr loril cccpefaÎiorì 2 100 From: Steve.M.Llovdtôlï¡þ,com.au t Sent: Friday, 7 March 2gla+ll øi: l To: Trenfield, Kelly Cc: Mark.D. [email protected] Subject: Re: FW: Temporary Trading Halt Kelly As discussed noting the uncertainty surrounding the conduct of the Robins Kitchens your advice that the stores are neing-ctor"o business and that y;;;ilì Ëe seet 1 101 Manager SBS Strategic Business Services National Australia Bank Level 16, 100 Creek St, Brisbane OLD Tel: (07) 3234 5108 | Fax: 1300 7U 675 | Mob: 0429 054 926 Email: [email protected] l:o¡t''[renfìeld, Kelly" Steve - email from Warwick as d¡scussed Kelly Trenfield Senior Managing Director I Corporate Finance/Restructuring F T I Consulting +6!7 3225 4920 direct | +61-7 3225 4999 fax kel lv.trenf ield@fticonsu ltin g.com 22 Markelstreet I Brisbane QLD 4O0O I Australia wwlv.fticonsultin g.com Click here to subscribe to FTI Consulting publicatiotts. L¡ab¡ltty limtted by a scheme approved under Profess¡onal Standards Legislat¡on From: Park, John Sent: Friday, 7 March 2074 2:46 PM To: Trenfield, Kelly Subject: Fwd: Temporary Trad¡ng Halt John Park Leader Australia Corporate Finance / Restructuring FTI Consulting +61,.7 .3225.4902 di rect +61.0419.686.140 mobile +61,.7.3225.4999 fax [email protected] 22 Market Street Brisbane QLD 4000 Austra lia www.fticonsu Itins-asia.com Liability limited by a scheme approved under Professional Standards Legislation Begin forwarded message: From: Warwick Parer f Due to the ongoing uncertainty of the legal position of the business, Mr Bart has regrettably come to a difficult decision and instructed that all store stock be secured and packed up to be shipped back to a central point. Accordingly could all stores please close their doors and cease trading immediatelv until further notice and start preparing the stock for collection. Could you also please ensure all banking is done this afternoon. The closure is temporary at this stage and no staff are being terminated. Please continue to come to work to pack up stock for transport. What ever happens next I am super proud of the way you have all conducted yourselves. You are an incredible team and you have shown endurance and strength in the face ofextreme uncertainty but it appears the forces against us are just too strong. At the time of this communication the Deed of Company Arrangement is still in place- Best Regards always Warwick Parer Robins Kitchen Confídentíality S{otice: This e:rall arìC ariv âitEci,ìfilents rray be ccräCentiâi ¿rrc p¡ciected by iegal triv'lege. if Ya¿ âie lloi the inie¡lijecl reci¡;ìent. be a*'ate rr tiât âny ciìsclosL¡¡-å. copyÍng disiributìc¡l oi r¡se oi îhe e-iriail oi e¡y êita.hû1ent is pfciibited if yùu have rer;eir:eC iiiis Ërlaìl sÍror ycur -fhairk yct-ifcr ycur ¡:lease r':rii;i'¡, i¡s iinr.¡l-.diáieiy bv repÍyilig ig itìe se!Ì,jer ar¿lhet de¡ete ih¡s cupy anC the reoly frcin systeîì cocr¡eralic¡:. This email has been scanned at the NAB Group email gateway for malware and spam. Report any spam emails to [email protected] Report any phishing / suspicious emails to [email protected]'au For more information visit http : //go/info securit-vawareness The information contained in this email communication may be confidential. If you have received this email in error, please notify the sender by return email. delete this email and destroy any copy. Any advice contained in this email has been prepared without taking into account your object¡ves, financial situation or needs. Before acting on any advice in this email, Nat¡onal Australía Bank Limited ABN L2 OO4 044 937 AFSL and Australian Credit Licence 230686 (NAB) recommends that you consider whether it is appropriate for your circumstances. If this email contains reference to any f¡nancial products, NAB recommends you consider the Product Disclosure Statement (PDS) or other disclosure document available from NAB, before making any decisions regarding any products. If this email contai! ns any =0 Apromotional content that you do not wish to receive, please reply to the original sender and write "Don't email promotional mater¡al" in the subject. 3 103 4 104