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AFFIDAVIT of SUZAN MITCHELL-SCOTT AFFIRMED JUNE 26, 2020 (Regarding Application Returnable June 29, 2020)

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AFFIDAVIT of SUZAN MITCHELL-SCOTT AFFIRMED JUNE 26, 2020 (Regarding Application Returnable June 29, 2020) Court File No. CV-20-00642970-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF GNC HOLDINGS, INC., GENERAL NUTRITION CENTRES COMPANY, GNC PARENT LLC, GNC CORPORATION, GENERAL NUTRITION CENTERS, INC., GENERAL NUTRITION CORPORATION, GENERAL NUTRITION INVESTMENT COMPANY, LUCKY OLDCO CORPORATION, GNC FUNDING INC., GNC INTERNATIONAL HOLDINGS INC., GNC CHINA HOLDCO, LLC, GNC HEADQUARTERS LLC, GUSTINE SIXTH AVENUE ASSOCIATES, LTD., GNC CANADA HOLDINGS, INC., GNC GOVERNMENT SERVICES, LLC, GNC PUERTO RICO HOLDINGS, INC. and GNC PUERTO RICO, LLC APPLICATION OF GNC HOLDINGS, INC., UNDER SECTION 46 OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED Applicant AFFIDAVIT OF SUZAN MITCHELL-SCOTT AFFIRMED JUNE 26, 2020 (regarding application returnable June 29, 2020) Torys LLP 79 Wellington St. W., 30th Floor Box 270, TD South Tower Toronto, ON M5K 1N2 Fax: 416.865.7380 Scott A. Bomhof (LSO #: 37006F) Tel: 416.865.7370 | [email protected] Adam M. Slavens (LSO #: 54433J) Tel: 416.865.7333 | [email protected] Jeremy Opolsky (LSO #: 60813N) Tel: 416.865.8117 | [email protected] Leora Jackson (LSO #: 68448L) Tel: 416.865.7547 | [email protected] Lawyers for the Applicant 30046172 TO: SERVICE LIST 30046172 Court File No. CV-20-00642970-00CL ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF GNC HOLDINGS, INC., GENERAL NUTRITION CENTRES COMPANY, GNC PARENT LLC, GNC CORPORATION, GENERAL NUTRITION CENTERS, INC., GENERAL NUTRITION CORPORATION, GENERAL NUTRITION INVESTMENT COMPANY, LUCKY OLDCO CORPORATION, GNC FUNDING INC., GNC INTERNATIONAL HOLDINGS INC., GNC CHINA HOLDCO, LLC, GNC HEADQUARTERS LLC, GUSTINE SIXTH AVENUE ASSOCIATES, LTD., GNC CANADA HOLDINGS, INC., GNC GOVERNMENT SERVICES, LLC, GNC PUERTO RICO HOLDINGS, INC. and GNC PUERTO RICO, LLC APPLICATION OF GNC HOLDINGS, INC., UNDER SECTION 46 OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED Applicant AFFIDAVIT OF SUZAN MITCHELL-SCOTT (affirmed June 26, 2020) I, Suzan Mitchell-Scott, of the Town of Ajax, in the Region of Durham, in the Province of Ontario, MAKE OATH AND SAY: 1. I am a Senior Law Clerk at Torys LLP, Canadian counsel to GNC Holdings, Inc. (“the Applicant”), in its capacity as foreign representative of itself as well as General Nutrition Centres Company (“GNC Canada”), GNC Parent LLC, GNC Corporation, General Nutrition Centers, Inc., General Nutrition Corporation, General Nutrition Investment Company, Lucky Oldco Corporation, GNC Funding Inc., GNC International Holdings Inc., GNC China Holdco, 30021208 - 2 - LLC, GNC Headquarters LLC, Gustine Sixth Avenue Associates, Ltd., GNC Canada Holdings, Inc., GNC Government Services, LLC, GNC Puerto Rico Holdings, Inc. and GNC Puerto Rico, LLC (collectively, the “Debtors”), and, as such, have knowledge of the matters contained in this Affidavit. Where I do not possess such personal knowledge, I have stated the source of my information and, in all such cases, believe the information to be true. 2. The Debtors filed various first day motions concurrently or shortly after the filing of the Petitions and have now received orders granting the motions as set out in the paragraphs below. 3. Attached as Exhibit “A” is a copy of the Order: (a) enforcing the protections of 11 U.S.C. §§ 362, 365, 525, and 541(c) and (b) approving notice to customers, suppliers, and other stakeholders of Debtors’ non-Debtor global affiliates (“Automatic Stay Comfort Order for Foreign Entities”). 4. Attached as Exhibit “B” is a copy of the Order: a) authorizing continued use of existing cash management system, including maintenance of existing bank accounts, checks, and business forms, (b) authorizing continuation of existing deposit practices, (c) authorizing continuation of intercompany transactions, and (d) granting administrative claim status to postpetition intercompany claims (“Cash Management Order”). 5. Attached as Exhibit “C” is a copy of the Order (i) authorizing the Debtors to (a) file a consolidated creditor matrix, (b) file a consolidated top 30 creditors list, (c) modify requirements to file a list of, and provide notice to, all equity holders, and (d) redact portions of their consolidated creditor matrix and list of equity interest holders containing personal identification 30021208 - 3 - information, and (ii) approving notice procedures for certain customers (“Consolidated Creditor Matrix Order”). 6. Attached as Exhibit “D” is a copy of the Order authorizing payment of certain prepetition critical vendor claims (“Critical Vendors Order”). 7. Attached as Exhibit “E” is a copy of the Order authorizing the Debtors to (i) maintain and administer prepetition customer programs and (ii) pay prepetition obligations related thereto (“Customer Programs Order”). 8. Attached as Exhibit “F” is a copy of the Interim Order (i) authorizing the Debtors to (a) obtain senior secured postpetition financing, (b) grant liens and superpriority administrative expense status, (c) use cash collateral of prepetition secured parties, and (d) grant adequate protection to prepetition secured parties; (ii) schedule a final hearing pursuant to Bankruptcy Rules 4001(b) and 4001(c); and (iii) granting related relief (the “Interim DIP Order”). 9. Attached as Exhibit “G” is a copy of the Order establishing certain notice and hearing procedures for transfers of, or worthlessness deductions with respect to, common stock and convertible preferred stock of GNC Holdings (“Equity Trading NOL Order”). 10. Attached as Exhibit “H” is a copy of the Order authorizing GNC Holdings to act as foreign representative of the Debtors (“Foreign Representative Order”). 11. Attached as Exhibit “I” is a copy of the Order authorizing the Debtors to (a) pay prepetition insurance obligations and prepetition bonding obligations and (b) maintain their postpetition insurance coverage and bonding program (“Insurance Order”). 30021208 - 4 - 12. Attached as Exhibit “J” is a copy of the Order authorizing joint administration of Chapter 11 Cases (“Joint Administration Order”). 13. Attached as Exhibit “K” is a copy of the Order authorizing payment of prepetition lien claims and import claims and (b) confirming administrative expense priority of outstanding orders (“Lien and Import Claims Order”). 14. Attached as Exhibit “L” is a copy of the Order for appointment of Prime Clerk LLC as claims and noticing agent (“Prime Clerk – Claims Agent Order”). 15. Attached as Exhibit “M” is a copy of the Order authorizing payment of prepetition taxes and fees (“Tax Order”). 16. Attached as Exhibit “N” is a copy of the Order (a) prohibiting utility companies from altering or discontinuing service on account of prepetition invoices, (b) approving deposit as adequate assurance of payment, (c) establishing procedures for resolving requests by utility companies for additional assurance of payment, and (d) authorizing payment of any prepetition service fees (“Utilities Order”). 17. Attached as Exhibit “O” is a copy of the Order (a) authorizing payment of certain prepetition workforce obligations, (b) authorizing continuance of workforce programs, (c) authorizing payment of withholding and payroll-related taxes, and (d) authorizing payment of prepetition claims owing to workforce program administrators (“Wages Order”). 30021208 THIS IS EXHIBIT “A” REFERRED TO IN THE AFFIDAVIT OF SUZAN MITCHELL-SCOTT, AFFIRMED BEFORE ME BY VIDEO CONFERENCE, THIS 26TH DAY OF JUNE, 2020. Scott Bomhof Commissioner for Taking Affidavits Case 20-11662-KBO Doc 118 Filed 06/25/20 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) GNC HOLDINGS, INC., et al., ) Case No. 20-11662 (KBO) ) Debtors.1 ) (Jointly Administered) ) ) Re: Docket No. 6 ORDER (A) ENFORCING PROTECTIONS OF SECTIONS 362, 365, 525, AND 541(C) OF THE BANKRUPTCY CODE AND (B) APPROVING NOTICE TO CUSTOMERS, SUPPLIERS, AND OTHER STAKEHOLDERS OF DEBTORS’ NON-DEBTOR GLOBAL AFFILIATES Upon the motion (the “Motion”) 2 of the Debtors for an order (this “Order”) (a) enforcing the protections of sections 362, 365, 525, and 541(c) of the Bankruptcy Code; and (b) approving notice to customers, suppliers, and other stakeholders of the Debtors’ non-debtor global affiliates (the “Non-Debtor Global Affiliates”), all as more fully set forth in the Motion; and this Court having reviewed the Motion and the First Day Declaration; and this Court having determined that the relief requested in the Motion is in the best interests of the Debtors, their estates, their creditors, and other parties in interest; and this Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of 1 The debtors in these chapter 11 cases, along with the last four digits of each debtor’s United States federal tax identification number, if applicable, or other applicable identification number, are: GNC Holdings, Inc. (6244); GNC Parent LLC (7572); GNC Corporation (5170); General Nutrition Centers, Inc. (5168); General Nutrition Corporation (4574); General Nutrition Investment Company (3878); Lucky Oldco Corporation (7141); GNC Funding, Inc. (7837); GNC International Holdings,
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