Court File No. 31-2464088 Estate File No. 31-2464088 ONTARIO SUPERIOR COURT OF JUSTICE IN BANKRUPTCY AND INSOLVENCY COMMERCIAL LIST IN THE MATTER OF THE NOTICE OF INTENTION TO MAKE A PROPOSAL OF GYMBOREE, INC. Motion Record (Re: Order Approving an Intercompany Charge, an Administration Charge, a D&O Charge, an Agency Agreement and Sales Guidelines, and Granting Ancillary Relief) (returnable January 23, 2019) January 21, 2019 Norton Rose Fulbright Canada LLP Royal Bank Plaza, South Tower, Suite 3800 200 Bay Street, P.O. Box 84 Toronto, Ontario M5J 2Z4 CANADA Virginie Gauthier LSO#41097D
[email protected] Tel: +1 416.216.4853 Evan Cobb LSO#: 55787N
[email protected] Tel: +1 416.216.1929 Olga Lenova LSO#: 75574T
[email protected] Tel: +1 416.216.3984 Lawyers for Gymboree, Inc. Court File No. 31-2464088 Estate File No. 31-2464088 ONTARIO SUPERIOR COURT OF JUSTICE IN BANKRUPTCY AND INSOLVENCY COMMERCIAL LIST IN THE MATTER OF THE NOTICE OF INTENTION TO MAKE A PROPOSAL OF GYMBOREE, INC. INDEX Tab: Document: Page No.: 1 Notice of Motion returnable January 23, 2019 1 (a) Draft form of Order 12 2 Affidavit of Jon W. Kimmins sworn on January 21, 2019 along with Exhibits: 33 (a) First Day Declaration 57 (b) Corporate chart for the Gymboree Group 102 (c) List of Gymboree Canada’s leased store locations 104 (d) Agency Agreement 107 (e) Sales Guidelines 153 (f) Comparison of the Sales Guidelines against Sears Canada Inc. Sales 158 Guidelines (g) Cash Flow Forecast 164 Tab 1 1 Court File No.: 31-2464088 Estate File No.: 31-2464088 ONTARIO SUPERIOR COURT OF JUSTICE IN BANKRUPTCY AND INSOLVENCY COMMERCIAL LIST IN THE MATTER OF THE NOTICE OF INTENTION TO MAKE A PROPOSAL OF GYMBOREE, INC.