JULAUINL. litiV I nt OF CALGARY COURT FILE NO. 1701- 0 3 14"
COURT COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL CENTRE CALGARY
APPLICANT ALBERTA TREASURY BRANCHES
RESPONDENT MRMA COMMERCIAL REAL ESTATE HOLDINGS LTD., SUNSET GRILL (RED DEER) INC., SUNSET GRILL (ST. ALBERT) INC., WOODLAND HOSPITALITY INC., ALAN ARSENAULT AND MARIA ARSENAULT
DOCUMENT AFFIDAVIT
ADDRESS FOR SERVICE AND BLAKE, CASSELS & GRAYDON LLP CONTACT INFORMATION OF 3500, 855 — 2nd Street S.W. PARTY FILING THIS Calgary, AB T2P 4J8 DOCUMENT Attn: Ryan Zahara/Chris Nyberg Telephone: 403-260-9628/403-260-9707 Facsimile: 403-260-9700 Email: [email protected]/[email protected] File Ref.: 81518/137
AFFIDAVIT OF IAN MARK PHILIP AFFIRMED ON JUNE 7, 2017 VOLUME 2 OF 2
Government Personal Property Registry of Alberta ■ Search Results Report Page 1 of 4 Search ID#: Z09175760
Transmitting Party BLAKE CASSELS & GRAYDON LLP Party Code: 50038397 Phone #: 403 260 9618 3500 -855-2ND STREET S.W. Reference #: 81518/137 CHNG CALGARY, AB T2P4J8
Search ID #: Z09175760 Date of Search: 2017-Jun-02 Time of Search: 11:20:19
Business Debtor Search For:
SUNSET GRILL (ST. ALBERT) INC.
Both Exact and Inexact Result(s) Found
N1QTE: A complete Search may result in a Report of Exact and Inexact Matches. Be sure to read the reports carefully.
Government Personal Property Registry of Alberta ■ Search Results Report Page 2 of 4 Search ID#: Z09175760
Ousiness Debtor Search For: SUNSET GRILL (ST. ALBERT) INC. Search ID #: Z09175760 Date of Search: 2017-Jun-02 Time of Search: 11:20:19
Registration Number: 14112138093 Registration Type: SECURITY AGREEMENT Registration Date: 2014-Nov-21 Registration Status: Current Expiry Date: 2024-Nov-21 23:59:59
Exact Match on: Debtor No: 1
Debtor(s) Block Status 1 SUNSET GRILL (ST. ALBERT) INC. Current 11 WOODLANDS ESTATES CRESCENT CALGARY, AB T3R 1H1
Secured Party / Parties Block Status 1 ALBERTA TREASURY BRANCHES Current 239 8TH AVENUE SW CALGARY, AB T2P 1B9
Collateral: General Block Description Status 1 ALL PRESENT AND AFTER ACQUIRED PERSONAL PROPERTY, INCLUDING Current WITHOUT RESTRICTION ALL CASH, MONEY AND INTANGIBLES OF THE DEBTOR. PROCEEDS: ALL PRESENT AND AFTER ACQUIRED PERSONAL PROPERTY, INCLUDING WITHOUT RESTRICTION ALL CASH, MONEY AND INTANGIBLES OF THE DEBTOR.
Government Personal Property Registry of Alberta ■ Search Results Report Page 3 of 4 Search ID#: Z09175760
Note: The following is a list of matches closely approximating your Search Criteria, which is included for your convenience and protection.
Debtor Name / Address Reg. # SUNSET GRILL (RED DEER) INC. 14052134318 11 WOODLANDS ESTATES CRESCENT CALGARY, AB T3R 1H1 SECURITY AGREEMENT
Debtor Name / Address Reg. # SUNSET GRILL (RED DEER) INC. 14052134453 11 WOODLANDS ESTATES CRESCENT CALGARY, AB T3R 1H1
SECURITY AGREEMENT
Debtor Name / Address Reg. # SUNSET GRILL (RED DEER) INC. 15091712755 C/O SBLC, 539 - 23RD AVENUE NW CALGARY, AB T2M 1S7 SECURITY AGREEMENT
Debtor Name / Address Reg. # SUNSET GRILL (SAGE HILL) INC. 16071222928 11 WOODLANDS ESTATES CR CALGARY, AB T3R 1H1
SECURITY AGREEMENT
Debtor Name / Address Reg. # SUNSET GRILL (SAGE HILL) INC. 16071341294 11 WOODLANDS ESTATES CR CALGARY, AB T3R 1H1
SECURITY AGREEMENT
Debtor Name / Address Reg. # 16071341294
Government Personal Property Registry of Alberta ■ Search Results Report Page 4 of 4 Search ID#: Z09175760
SUNSET GRILL (SAGE HILL) INC. 11 WOODLANDS ESTATES CR CALGARY, AB T3R 1H1 SECURITY AGREEMENT
Result Complete
NYBERG, CHRIS
From: Philip, Ian
Hi Alan
ATB would be amendable to a delivery date of March 31, 2017, however this would be conditional to the following:
1. There are currently loans in arrears of payments; we would require that all payments be brought current through an equity injection. The loan payments in arrears are as outlined below:
a. MRMA: i. Term loan $7,294,850.04 — delinquent payment $20,705.39 (Feb/17). b. Sunset Grill (Red Deer) Inc. i. Term loan $78,222.23 — delinquent amount $3,720.00 (Jan 31/17 and Feb/17). ii. CSBFA loan $314,085.49 - delinquent amount $7,400.00 (Jan 31/17 and Feb/17).
Total: $31,826
2. An equity injection required to ensure the March 31/17 payment will be made on all loans
a. MRMA: i. term loan $7,294,850.04 —Payment amount for Mar 31, 2017 $20,705.39 ii. term loan $1,605,337.98 Payment amount for Mar 31, 2017 $8,450.00 b. Sunset Grill (Red Deer) Inc.: iii. Term loan $78,222.23 - Payment for Mar 31, 2017 $1,860.00 iv. CSBFA loan $314,085.49 Payment for Mar 31, 2017 $3,700.00 c. Sunset Grill (St.Albert) Inc.: v. Term loan $100,000.00 - Payment amount for Mar 31, 2017 approx. $350 vi. CSBFA loan $349,987.50 Payment amount for Mar 31, 2017 approx. $1,200
Total: $36,266
3. Delivery of the insurance certificates, and 2015 financial statements.
ATB will require this equity injection and document delivery (in 3 above) by no later than March 15/17.
Kindly confirm this is acceptable to you by no later than March 6/17 at noon.
Please contact me if you have any questions or concerns.
1 Ian Mark Philip Associate Director, Special Loans Corporate Financial Services Office 403 974 5630 Mobile 780 619 4335 Eighth Avenue Place West Tower Suite 600 -585-8th Avenue SW Calgary, Alberta T2P IG1 atb.com
A113
From: Alan Arsenault [mailto:[email protected]] Sent: Thursday, March 02, 2017 8:41 AM To: Philip, Ian
Hi Ian, I spent all day yesterday with my bookkeeper Alana and today we are heading to Red Deer in 5 minutes to meet with my on-site book keeper and general manager at the hotel to go over the ATB list. Yesterday was a lot of 2 steps forward 1 step backwards as we found a lot of mistakes once we had the clarification from Dorothy as to my list of questions. No worries though, because we are starting to see the finish line.
I was thinking, my wife and I have our CruiseShipCenters National Conference from April 1- 8 and as such why don't we just say everything will be into ATB no later than March 31. Of course some of the items will be ready before that date. I also think for occupancy and some of the day to day stats ATB requires that it would be best if I work from current dates backwards.
I think that we could set up a meeting sometime the week of April 10 so that if things are not working to the satisfaction of both parties, we can decide on a course of action such that I take my business elsewhere.
Kind regards Alan Arsenault
From: Philip, Ian
Alan
Thank you for this message.
Can you please let me know timelines for the other items we requested in the email below?
Look forward to your prompt reply on this.
ATB's expectation is that all the information requested in delivered in a short time period.
2 Ian Mark Philip Associate Director, Turnaround Assistance G rou p ATB Corporate Financial Services
Office 403 974 5630 Mobile 780 619 4335 Eighth Avenue Place West Tower Suite 600 -585-8th Avenue SW Calgary, Alberta T2P I G I atb.com
A113
From: Alan Arsenault [mailto:[email protected]] Sent: Monday, February 27, 2017 1:00 PM To: Philip, Ian
Hi Ian, as we talked about the focus right now is to get 2015 Financials caught up and I am working diligently with my bookkeeper and accounting team at MNP in this regard. The hope is everything is done by the end of next week, but I cannot say with 100% guarantee when MNP will be finished. I have alerted them to the urgency and they have been very good for me in the past so I feel comfortable that they are doing everything they can to get thru the work as quickly as possible.
I will reach out to Angela right away to get her help in transitioning my banking to ATB. This morning has been fun as I walked into water everywhere as the Registry next door had a pipe burst in their washroom and flooded our space.
I will forward the insurance policy to you via e-mail.
Kind regards Alan Arsenault
From: Philip, Ian
Alan
Thank you for meeting with us yesterday.
As discussed, please see below our document and information request.
ATB's request is that you review the listing below and advise of a delivery date for each item.
3 We request that time lines for delivery of each item be provided by no later than Monday Feb 27 2017 at noon.
1. In house financial statements (cumulative income statement and balance sheet) for all operating companies and holding companies to December 31 2016;
2. January 31 2017 current aged AR and AP listing for all operating companies;
3. Certificate of insurance on real estate confirming adequate coverage and ATB as first loss payable;
4. Projections - fiscal 2017 for all operating companies including assumptions on average daily rates and occupancy rates;
5. Short term cash flow projections;
6. Transfer of all banking relationships to ATB;
7. Cash injection to cover short term liquidity requirements including current overdraft (please advise amount and timing of injection) ;
8. 2015 FYE financial statements of all entities;
9. 2016 and YTD (year to date) actual statistics on average daily rates and occupancy rates on a monthly basis.
If you have any questions, please don't hesitate to contact me.
Have a nice weekend.
Ian Mark Philip ATB Corporate Financial Services
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4
NYBERG, CHRIS
From: Philip, Ian
Alan
Please below an update on the action items. As you can see, a lot of the target completion dates have not been met.
Can you please provide an update to this and advise?
Thanks
Item Action Target Completion Date Met / Not Met Provide ATB access to MNP Alan to advise MNP that ATB April 27, 2017 Not Met will be contacting them directly Provide ATB with access to Alan to advise of contact April 27, 2017 Not Met part time controller information for the part time controller Financial Consultant ATB will provide a few April 27, 2017 Met names as references Delivery of insurance with Alan to provide confirmation April 28, 2017 Insurance Received for Sun Set ATB as first loss payable of insurance Red Deer, and Sunset St. Albert but no MRMA Confirmation that property Alan to provide confirmation April 28, 2017 Not Met taxes are paid and current Injections to interest only Alan to inject monies to Before April 30, 2017 MRMA loans have been paid payment effectuate the interest only on March 30. payment Sunset Grill (Red Deer) delinquent $3,700.00 on CSBFA term loan $305,643.76
Sunset Grill (St Alberta) has been paid March 30.
All banking to be transferred Angela Seulean will be May 1, 2017 Discussions commenced to ATB contacting you to get all the accounts open this week Engagement of Financial Alan to engage financial Before May 5/17 Consultant consultant acceptable to ATB Follow up Meeting Alan to advise on availability May 5, 2017 as a follow on the above items Delivery of Financial May 31, 2017 Projections
1 From: Philip, Ian Sent: Wednesday, April 26, 2017 6:11 PM To: 'Alan Arsenault'
Alan
Thank you for the meeting today.
As discussed, here is a summary of the take-away(s) and follow ups along with target completion dates
Item Action Target Completion Date Provide ATB access to MNP Alan to advise MNP that ATB April 27, 2017 will be contacting them directly Provide ATB with access to Alan to advise of contact April 27, 2017 part time controller information for the part time controller Financial Consultant ATB will provide a few April 27, 2017 names as references Delivery of insurance with Alan to provide confirmation April 28, 2017 ATB as first loss payable of insurance Confirmation that property Alan to provide confirmation April 28, 2017 taxes are paid and current Injections to interest only Alan to inject monies to Before April 30, 2017 payment effectuate the interest only payment All banking to be transferred Angela Seulean will be May 1, 2017 to ATB contacting you to get all the accounts open this week Engagement of Financial Alan to engage financial Before May 5/17 Consultant consultant acceptable to ATB Follow up Meeting Alan to advise on availability May 5, 2017 as a follow on the above items Delivery of Financial May 31, 2017 Projections
Alan, please confirm your availability for May 5, 2017.
Thanks
Ian Mark Philip Associate Director Turnaround and Restructuring Group Corporate Financial Services Office 403 974 5630 Mobile 780 619 4335 Eighth Avenue Place West Tower Suite 600 -585-8th Avenue SW Calgary, Alberta T2P 1G1 atb.corn 3 NYBERG, CHRIS
From: Alan Arsenault
HI Ian, I actually have an appointment this afternoon with another lender who is meeting me at my office. My relationship with ATB is unlike any other relationship I have had with a bank or lending institution in the past and to be honest I don't feel that ATB wants my business, and that's fine. My experience has been ATB has no issue with spending my money on lawyers without the courtesy of some form of communication with me. Case in point is that for the CSBFL for the Sunsets in St Albert and Red Deer, the legal costs with ATB were substantial compared to RBC for the Sunset Sage Hill where the legal cost were none.
I also was taken aback with the communication in regards to retaining a consultant to assist me with the hotel business. ATB doesn't seem to understand that the hotel business in Red Deer has been very challenging for the last 18 months or so and yet ATB was quick to dismiss the candidate I put forth. While I realize that one of the first aspect I need help with is to prepare budgets and forecast, I also need someone that understands the hospitality business and can help me identify operational areas where there are opportunities to drive savings. ATB only wants to focus solely on forecasting issues which for me is not a good return on the money I will need to spend to a consultant. I need a consultant that can actually help me in driving profitability as an end goal. It goes without saying that money is very tight right now and I while I need some help, any help I get and have to pay for needs to help drive revenue.
Alan Arsenault
On Tue, May 9, 2017 at 10:02 AM, Philip, Ian
Alan
You did not confirm a time to make an appointment.
When are you available to come in?
Have you contacted the financial consultants?
Thanks
1 Ian Mark Philip Associate Director
Turnaround and Restructuring Group
Corporate Financial Services Office 403 974 5630 Mobile 780 619 4335 Eighth Avenue Place West Tower Suite 600 -585-8th Avenue SW
Calgary, Alberta T2P 1G1 atb.com
From: Alan Arsenault [mailto:[email protected]] Sent: Thursday, May 04, 2017 12:41 PM To: Philip, Ian
HI Ian, I apologize for the delay, this week has been a gong show, currently without power for the last day and a bit at mt travel agency which also doubles as my office.
(A) For MNP, the proper people there are:
(1) Brandy Horn (Partner) - [email protected]
(2) Carrmen Jacoba-Haist (Manager) - [email protected]
PH. 403.912.6235 EXT. 112 FAX 403.912.6332 110A, 400 Main Street NE
2 Airdrie, AB T4B 2N1
(B) For my personal bookkeeper, her name is: Alana Mazurek - [email protected]
Alana is currently on holidays in Costa Rica returning to work on May 15.
(C) MRMA insurance will be forwarded today by Rogers Insurance
(D) Property taxes are due on June 30, 2017 and Ihave been working with Karen Burnard from Red Deer County in regards to my assessments which Ihave filed an appeal for. We are planning on meeting next week to go over my appeal.
(E) Iwill inject money into Sunset Rrd Deer today while we are working towards getting the accounts switched over to ATB.
(F) Iwill contact the Consultants today that ATB provided as well as a Consultant that Wyndham recommended to me yesterday. His name is David Wetsch. Iwill froward you his CV under a separate e-mail.
(G) Icannot do a meeting tomorrow, Ihave a huge fire to fight in Edmonton tomorrow that Ijust couldn't get to due to all the other fires Iwas fighting this week. You name it, grease trap backup at one restaurant, new payroll company for hotel and my wife is still in Ontario dealing with her mom being in the hospital. Iam meeting with kitchen equipment manufacturer tomorrow to get 2 of my grills working for the weekend at Spruce Grove restaurant.
(H) Can we meet next Tuesday instead.
Kind regards
Alan Arsenault
3 On Wed, May 3, 2017 at 4:51 PM, Philip, Ian
Alan
Please below an update on the action items. As you can see, a lot of the target completion dates have not been met.
Can you please provide an update to this and advise?
Thanks
Item Action Target Completion Date Met / Not Met Provide ATB access to MNP Alan to advise MNP that April 27, 2017 Not Met ATB will be contacting them directly Provide ATB with access to Alan to advise of contact April 27, 2017 Not Met part time controller information for the part time controller Financial Consultant ATB will provide a few April 27, 2017 Met names as references Delivery of insurance with Alan to provide confirmation April 28, 2017 Insurance Received for Sun Set ATB as first loss payable of insurance Red Deer, and Sunset St. Albert but no MRMA Confirmation that property Alan to provide confirmation April 28, 2017 Not Met taxes are paid and current Injections to interest only Alan to inject monies to Before April 30, 2017 MRMA loans have been paid payment effectuate the interest only on March 30. payment
Sunset Grill (Red Deer) delinquent $3,700.00 on CSBFA term loan $305,643.76
Sunset Grill (St Alberta) has been paid March 30.
All banking to be transferred Angela Seulean will be May 1, 2017 Discussions commenced to ATB contacting you to get all the accounts open this week Engagement of Financial Alan to engage financial Before May 5/17 Consultant consultant acceptable to ATB
4 Follow up Meeting Alan to advise on availability May 5, 2017 as a follow on the above items Delivery of Financial May 31, 2017 Projections
From: Philip, Ian Sent: Wednesday, April 26, 2017 6:11 PM To: 'Alan Arsenault'
Alan
Thank you for the meeting today.
As discussed, here is a summary of the take-away(s) and follow ups along with target completion dates
Item Action Target Completion Date Provide ATB access to MNP Alan to advise MNP that April 27, 2017 ATB will be contacting them directly Provide ATB with access to Alan to advise of contact April 27, 2017 part time controller information for the part time controller Financial Consultant ATB will provide a few April 27, 2017 names as references Delivery of insurance with Alan to provide confirmation April 28, 2017 ATB as first loss payable of insurance Confirmation that property Alan to provide confirmation April 28, 2017 taxes are paid and current Injections to interest only Alan to inject monies to Before April 30, 2017 payment effectuate the interest only payment All banking to be transferred Angela Seulean will be May 1, 2017 to ATB contacting you to get all the accounts open this week Engagement of Financial Alan to engage financial Before May 5/17 Consultant consultant acceptable to ATB Follow up Meeting Alan to advise on availability May 5, 2017 5 as a follow on the above items Delivery of Financial May 31, 2017 Projections
Alan, please confirm your availability for May 5, 2017.
Thanks
Ian Mark Philip Associate Director
To rna round and Restructuring; C •oti p
Corporate Financial Services Office 403 974 5630 Mobile 780 619 4335 Eighth Avenue Place West Tower Suite 600 -585-8th Avenue SW
Calgary, Alberta T2P I G1 atb.com
ATB
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We like to keep people up to date with information about new products and services at ATB or changes that could affect you. You can check out more about ATB and CASL here.
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6 NYBERG, CHRIS
From: Philip, Ian
Alan
We last spoke on wed and your objected to engaging our recommended financial consultants.
You also mentioned that you were looking at other financing solutions to repay in full ATB debt.
I asked you to give thought and revert on Friday with your proposed go forward plan but I didn't hear from you.
If you are choosing to continue with ATB, we ask that you reconsider engaging someone to assist you and providing the bank with a forecast. If you are not continuing with ATB, we ask that you provide us with a timeframe for us to be repaid in full
Can you please provide an update in this regards ?
Ian Mark Philip Turnaround and Restructuring Group ATB Corporate Financial Services
Sent from my iPhone
1 NYBERG, CHRIS
From: Philip, Ian
Alan
I am following up again to my email this weekend.
Please advise to the status of the refinancing.
Kind regards
Ian Mark Philip Associate Director Turnaround and Restructuring Group Corporate Financial Services Office 403 974 5630 Mobile 780 619 4335 Eighth Avenue Place West Tower Suite 600 -585-8th Avenue SW Calgary, Alberta T2P 101 atb.com
ATB
1
AMENDING AGREEMENT (this "Agreement")
This Agreement will take effect as of July r7 , 2015 (the "Effective Date").
The undersigned is indebted to ALBERTA TREASURY BRANCHES ("ATB"). As security for this debt, ATB holds, among other security, a certain mortgage, originally registered at the Land Titles Office as instrument number 142 153 691 (the "Mortgage"), against the following lands owned by the undersigned and which are legally described as:
PLAN 1421970 BLOCK 8 LOT 5 ' EXCEPTING THEREOUT ALL MINES AND MINERALS
-and-
PLAN 1421970 BLOCK 8 LOT 6 EXCEPTING THEREOUT ALL MINES AND MINERALS
-and-
PLAN 1421970 BLOCK 8 LOT 7 EXCEPTING THEREOUT ALL MINES AND MINERALS AREA: 0.793 HECTARES (1.96 ACRES) MORE OR LESS
(the "Existing Lands"). [If applicable: ***„ Note that this Mortgage has been previously amended by Instrument No. /5-9 0 0-/ Li/ 7 dated Au c,J `si- / 3 ,c- 1 ;-).1 In consideration of the continuation of the credit extended by ATB to the undersigned and in consideration of the sum of $1.00, the receipt of which is acknowledged by the undersigned, the undersigned agrees with ATB as follows:
ARTICLE 1. AMENDING AGREEMENT
1.1 On the Effective Date, the principal sum secured by and payable under the Mortgage will increase by an amount of $850,000.00 and will be amended to $9,100,000.00.
1.2 For securing repayment of the amounts secured by the Mortgage, as hereby amended, the Mortgagor(s) hereby mortgage(s) to ATB all their estate and interest in the Existing Lands.
Form 7312 Change Principal Amount (Rev. 03/09) Page I of 4 ARTICLE 2. GENERAL
2.1 This Agreement will be read and interpreted with the Mortgage and will be treated as part of it. For such purpose and to the extent necessary to give effect to this Agreement, the Mortgage will be regarded as being amended and the Mortgage so amended, together with all the remaining conditions and covenants in it, will remain in full force and effect.
2.2 MI terms, conditions and provisions contained in the Mortgage which call for performance by the Mortgagor(s) will be considered covenants and the use of either the word "will" or the word "shall" will have the same mandatory meaning, requiring performance by the Mortgagor(s).
2.3 The undersigned will be responsible for and will pay when rendered all fees and disbursements of ATB, including, without limitation, legal fees as between a solicitor and own client, on a full indemnity basis, in connection with the preparation and registration of this Agreement and all other work related to it or to the Mortgage as amended in this Agreement.
2.4 Nothing in this Agreement and no act or omission of ATB in respect of it will in any way prejudice the rights, remedies or powers of ATB with respect to the Mortgage. Neither this Agreement nor anything contained in it will constitute a novation of the Mortgage.
IN WITNESS WHEREOF, the undersigned and ATB have executed this Agreement this (-1 day of July, 2015.
MRMA COMMERCIAL REAL ESTATE GS Le -- .,---
TED A. CODERRE c.,ii Pm- -c±,-- -t_Li.._ .--\- , b ,-r--€_c_ -t-o-y— Barrister & Solicitor Witness:
ALBERTA TREASURY BRANCHES
*. Per: Witn1, . 7 „.—:„..,„ i'Vt ear &Aft %Tel.t " Authorized Representative of Alberta Treasury Branches
Per: , "7)-2' Qry" Witness: /1AOCIQNJA te.„/Af--.) ' , Corporate Officer Authorized Representative of Alberta Treasury Branches
Form 73 12 Change Principal Amount (Rev. 03/09) Page 2 of 4 DOWER ACT AFFIDAVIT
I, of , Alberta, make oath and say:
1. 1 am the mortgagor named in the within instrument.
Delete 2. (a) I am not married. inapplicable or clauses. (b) Neither myself nor my spouse have resided on the within mentioned land at any time since our marriage. or (c) I am married to being the person who executed the release of dower rights registered in the Land Titles Office on , as instrument number . or (d) A judgment for damages was obtained against me by my spouse and registered in the Land Titles Office on , as instrument number .
SWORN before me at in the Province of Alberta on , 20 .
A Commissioner for Oaths in and for the Province of Alberta (Print or Stamp Name Next to Signature)
My Commission Expires
DOWER ACT CONSENT OF SPOUSE
I, being married to , do hereby give my consent to the disposition of our homestead, made in this instrument, and I have executed this document for the purpose of giving up my life estate and other dower rights in the property given to me by the Dower Act, to the extent necessary to give effect to the disposition.
DOWER ACT CERTIFICATE OF ACKNOWLEDGEMENT BY SPOUSE
1. This document was acknowledged before me by apart from [HER/HIS][HUSBAND/WIFE].
2. acknowledged to me that [SHE/HE] (a) is aware of the nature of the disposition, (b) is aware that the Dower Act gives [HER/HIM] a life estate in the homestead and the right to prevent disposition of the homestead by withholding consent, (c) consents to the disposition for the purpose of giving up the life estate and other dower rights in the homestead given to [HIM/HER] by the Dower Act to the extent necessary to give effect to the said disposition, (d) is executing the document freely and voluntarily without any compulsion on the part of [HER/HIS][HUSBAND/WIFE].
Dated at in the Province of Alberta on , 20 .
A Commissioner for Oaths in and for the Province of Alberta (Print or Stamp Name Next to Signature)
My Commission Expires
AFFIDAVIT OF EXECUTION
1, k •eaL Cerieic c- ..e_ of Csa `c.. ,a CLI in the Province of Alberta MAKE OATH AND SAY THAT: 1. I was personally present and did see 1:\\ Ot,•% PcrSPArt -\- who is known to me be the person named in the within (or annexed) instrument, duly sign the instrument; Or I was personally present and did see who, on the basis of the identification provided to me, I believe to be the person named in the within (or annexed) instrument, duty sign the instrument;
2. The same was executed at CCki1/4 p rri , in the Province of Alberta, and that I am subscribing witness thereto.
3. I know the said person(s) and he is (are), in my belief, of the full age of eighteen (18) years.
SWORN before me at eaS09-1."--t4 • in the Province of Alberta on -S' v 1/4 ;. ( r] ,2015.
'RA if,"----&—.4`...41 A Commissioner for Oaths in and fo Alia (Print or Stamp Name Next to Signature) fp
My Commission Expires BRIENNE FOSTER for Oaths A Commissioner in and for Alberta Woo/ N, 202.6 Form 7312 Change Principal Amount (Rev. 03/091 Commission Expires Page 3 of 4 1ln y AFFIDAVIT OF EXECUTION r\l4..li • - .."-.3 -V ...J 1, of CI I in the Province of Alberta MAKE OATH AND SAY THA : car(tmie ,14a, ,-...... 6.....t.t. Ortetn .I— IV14 I. I was personally present and did see who,,islcnown to me be the p n named in the " exed instrument, duly sign the instrument; cl.e 6 ACS., 0 I was personally present and did see who, on the basis of the identification provided to elieve to be the person named in the within (or annexed) instrument, duty sign the instrument; 2. The same was executed at ads.".. , in the Province of Alberta, and that I am subscribing witness thereto. 3. I know the said person(s) and he is (are), in my belief, of the full age of eighteen (18) years.
SWORN before me at COIRaen /- '' in the Province of Alberta on 5d, .I- I C) ,2015. A L....-- ‘------2-----.7 1 I\JCAP ) A Co ssioner ' and for the Province of Alberta ASIIICA3 a (PiinappNaine Ngxt to Signature) ‘i Gal ii. My Conunissio xpires
AFFIDAVIT VERIFYING CORPORATE SIGNING AUTHORITY nn I, A-\Osr\ 1\t'-=-,e,r),-F of 0- , in the Province of Alberta, MAKE OATH AND SAY THAT: 6-ARM A C nv2)-c..6,2J, e.acci I. I am an officer, or director, of (the "Corporation") named in the within or annexed instrument. (.....*A 2. I am authorized by the Corporation to execute the instrument without affixing a corporate seal. SWORN before me at C_CO,,c3ct_r-ui , in the Province of Alberta, on "5- '...l,..A t -1 , 2015. ------
onunissioner for Oaths in and f vurm' -e Alberta..., (Print or Stamp Name Nex to Signature) "...--- - BRIENNE FOSTER My Commission Expires A Commissioner for Oaths in and for Alberta My Commission Expires February 26, 20.../.4- AFFIDAVIT VERIFYING CORPORATE SIGNING AUTHORITY
I, of in the Province of Alberta, MAKE OATH AND SAY THAT:
1. I am an officer, or director, of (the "Corporation") named in the within or annexed instrument.
2. I am authorized by the Corporation to execute the instrument without affixing a corporate seal.
SWORN before me at in the Province of Alberta, on , 2015.
A Commissioner for Oaths in and for the Province of Alberta (Print or Stamp Name Next to Signature)
My Commission Expires
Form 7312 Change Principal Amount (Rev. 03/09) Page 4 of 4
Blake, Cassels & Graydon LLP Barristers & Solicitors ,Ik-a- — Patent & Trade-mark Agents 855 - 2nd Street S.W. Suite 3500, Bankers Hall East Tower Calgary AB T2P 4J8 Canada Tel: 403-260-9600 Fax: 403-260-9700
Ryan Zahara May 23, 2017 Dir: (403) 260-9628 rvan.zaharablakes.com VIA COURIER & E-MAIL TH101879hotmail.conn Reference: 81518/137 MRMA Commercial Real Estate Holdings Ltd. c/o Small Business Legal Centre 539 - 23 Ave N.W. Calgary, AB T2M 1S7 RE: Demand for Payment
Dear Sirs:
As counsel to Alberta Treasury Branches (the "Lender"), we hereby advise MRMA Commercial Real Estate Holdings Ltd. (the "Borrower"), as follows:
1. Capitalized terms used herein have the meanings given to them in the Commitment Letter (defined below) unless otherwise noted.
2. Reference is made to the following:
(a) an amended and restated commitment letter between the Lender and the Borrower dated July 2, 2015, accepted on July 13, 2015 (the "Commitment Letter"), as guaranteed by Sunset Grill (Red Deer) Inc., Woodland Hospitality Inc. and Alan Arsenault;
(d) a general security agreement dated May 16, 2014 granted by the Borrower in favour of the Lender (the "MRMA GSA");
(e) a collateral mortgage dated May 16, 2014 granted by the Borrower in favour of the Lender (the "Mortgage");
(f) an amending agreement to the Mortgage dated July 17, 2015 between the Borrower and the Lender ("Mortgage AA" together with the Mortgage, the "MRMA Mortgage");
(g) a general assignment of leases and rents dated May 16, 2014 granted by the Borrower in favour of the Lender (the "MRMA GARL");. and
(h) an assignment of deposit certificate dated May 23, 2014 in the amount of $34,329.00 granted by the Borrower in favour of the Lender (the "DC Assignment" together with the MRMA Mortgage and the MRMA GARL, the "Security").
31297686.1 Page 2 ‘k.- -
3. Pursuant to the terms of the Commitment Letter, the Borrower agreed to repay any amounts owing to the Lender thereunder on demand.
4. Accordingly, the Lender hereby immediately demands payment from the Borrower of the total amount owing under the Commitment Letter, which as at May 23, 2017 is $9,059,840.48 with interest accruing thereon at $911,64 per diem, plus all accrued interest and all legal and professional fees, costs, charges, disbursements and expenses incurred by the Lender prior to the date of this demand and hereafter.
5. If the Borrower fails to make payment of the Outstanding Indebtedness by way of certified cheque, bank draft or other immediately payable funds by no later than 5:00 p.m. Calgary time on June 5, 2017 the Lender will take such lawful steps to recover the Outstanding Indebtedness owing to it as it considers appropriate including, but not limited to, pursuing all of the Lender's rights and remedies against the Borrower under the Commitment Letter and the Security.
6. We enclose a Notice of Intention to Enforce Security delivered pursuant to section 244 of the Bankruptcy and. Insolvency Act (Canada) together with a form to facilitate the Borrower's waiver of the notice period referred to therein if it chooses to permit the same.
Yours truly,
‘ 4 iridr
Ryan Zah- ra .
CHNG cc: Client • Ted Coderre
31297686.1 Page :
FORM 86 NOTICE OF INTENTION TO ENFORCE SECURITY (Section 244 of the Bankruptcy and Insolvency Act)
TO: MRMA Commercial Real Estate Holdings Ltd., an insolvent person (the "Debtor")
Take notice that:
1. Alberta Treasury Branches (the "Lender"), pursuant to:
(a) an amended and restated commitment letter between the Lender and the Debtor dated July 2, 2015, accepted on July 13, 2015, as guaranteed by the Sunset Grill (Red Deer) Inc, Woodland Hospitality Inc. and Alan Arsenault.
intends to enforce its security on all of the Debtor's present and after-acquired assets, property (both real and personal) and undertakings, as more particularly described in the Security (as defined below).
2. The security that is to be enforced is in the form of the following:
(a) a general security agreement dated May 16, 2014 granted by the Debtor in favour of the Lender (the "MRMA GSA");
(b) a collateral mortgage dated. May 16, 2014 granted by the Debtor in favour of the Lender (the "Mortgage");
(c) an amending agreement to the Mortgage dated July 17, 2015 between the Debtor and the Lender ("Mortgage AA" together with the Mortgage, the "MRMA Mortgage");
(d) a general assignment of leases and rents dated May 16, 2014 granted by the Debtor in favour of the Lender (the "MRMA GARL"); and .
(e) an assignment of deposit certificate dated May.23, 2014 in the amount of $34,329.00 granted by MRMA in favour of the Lender (the 'DC Assignment" together with the MRMA Mortgage and the MRMA GARL, the "Security").
3. As at May 23, 2017, the total amount of indebtedness secured, by the Security is at $9,059,840.48 with interest ,accruing thereon at $911.64 per, diem, plus all accrued interest and all legal and professional fees, costs, charges, disbursements and expenses incurred by the Lender, and any other amounts whatsoever, which may be claimed by the Lender under the Commitment Letter or the Security, or any other document relating thereto, including without limitation all legal costs incurred on a solicitor-client basis in respect of enforcing the Lender's rights under the Commitment Letter or the Security.
31297686.1
10FLONTO CALGARY.: VANCOUVER MON MEAL OITAVVA NEW YORK t ONDON fir(ADLVAL -KUMAR. BAHRAIN BEIJING Blake, Cuseols E Graydon LLF I 'Associated OLI:cas I blakes com Page 4
• 4. The Lender will not have the right to enforce the Security until after the 'expiry of the 10-day period after this notice is sent unless.the Debtor consents to an earlier enforcement.
DATED at Calgary, Alberta, this 2SRI day of May,,2017.
• BLAKE, CASSELS & GRAYDON LLP, Agents. and Solicitors or the); ender L / Per: Ialay 0- illy Name: Rya, Title: Barris.—Fi A d Solicitor P f
31297686.1
'10FIONTO CALGARY VANCOUVER NIONTqAL OTTAWA NEW YORK LONDON RIYADH/AL•KHOBAR. BAHRAIN BEIJING Blake. Ca,50.3 & Graydor, LEP I .A..;soc,oted Offices I blakes.com Pag
WAIVER
MRMA Commercial Real Estate Holdings Ltd. hereby waives the notice period provided for under Section 244(2) of the Bankruptcy and Insolvency Act, RSC 1985, c B-3, as amended, and consents to the immediate enforcement by the Lender of the Security described above. DATED at Calgary, Alberta this day of , 2017.
By: Name: Title:
31297686.1
lotioNio CALGARY VANCOUVER MONTHPAt OTTAWA NEW YORK LONDON RIYADH/AI -KHOGAR* RAHHAIN BEIJING Blake. Cassels & Graydon LLP I 'Assccluted 011,ea I blakes.com Blake, Cassels & Graydon LLP Barristers & Solicitors Patent & Trade-mark Agents 855 - 2nd Street S.W. Suite 3500, Bankers Hall East Tower Calgary AB T2P 4J8 Canada Tel: 403-260-9600 Fax: 403-260-9700
Ryan Zahara May 23, 2017 Dir: (403) 260-9628 ryan.zaharablakes.com VIA COURIER & E-MAIL [email protected] Reference: 81518/137 Sunset Grill (Red Deer) Inc. c/o Small Business Legal Centre 539 - 23 Ave N.W. Calgary, AB T2M 1S7
RE: Demand for Payment
Dear Sirs:
As counsel to Alberta Treasury Branches (the "Lender"), we hereby advise Sunset Grill (Red Deer) Inc. (the "Debtor"), as follows:
1. Capitalized terms used herein have the meanings given to them in the Commitment Letter or the Credit Agreements (as each is defined below) unless otherwise noted.
2. Reference is made to the following:
(a) an amended and restated commitment letter between the Lender and MRMA Commercial Real Estate Holdings Ltd. ("MRMA") dated July 2, 2015 accepted on July 13, 2015 (the "Commitment Letter"), as guaranteed by the Debtor, Woodland Hospitality Inc. and Alan Arsenault;
(b) a unlimited guarantee dated July 17, 2015 granted by the Debtor in favour of the Lender (the "SRD Guarantee");
(c) a general security agreement dated July 17, 2015 granted by the Debtor in favour of the Lender (the "First SRD GSA");
(d) a commitment letter between the Lender and the Debtor dated July 9, 2015 accepted on August 19, 2015 (the "SRD Credit Agreement");
(e) a Canada Small Business Financing Apt Credit Agreement dated. July 10, 2015 accepted July 13, 2015 between the Lender and the Debtor ( the "SRD CSBFA Agreement" and together with the SRD Credit Agreement, the "Credit Agreements"); and
31297682.1 Page 2
. -
(f) a general security agreement dated August 19, 2015 granted by the Debtor in favour of the Lender (the "Second SRD GSA" and together with the First SRD GSA, the "Security").
3. Pursuant to the SRD Guarantee, the Debtor guaranteed to pay to the Lender all existing and future debts and liabilities owed by MRMA to the Lender, including, without limitation, interest accrued or to accrue on all such debts and liabilities and all legal and professional fees, costs, charges, disbursements and expenses incurred by the Lender prior to the date of this demand and hereafter.
4. As at May 23, 2017, the Debtor is indebted to the Lender for the obligations of MRMA which total $9,059,840.48 with interest accruing thereon at $911.64 per diem, plus all amounts and costs recoverable by the Lender under the terms of the Commitment Letter or the SRD Guarantee (collectively, the "MRMA Indebtedness"). Accordingly, the Lender hereby immediately demands payment from the Debtor of the MRMA Indebtedness pursuant to the terms of the SRD Guarantee.
5. Additionally, pursuant to the terms of the Credit Agreements, the Debtor agreed to repay any amounts owing to the Lender thereunder on demand. Accordingly, the Lender hereby immediately demands payment from the Debtor of the total amount owing under the Credit Agreements, which as at May 23, 2017 is $400,911.57 with interest accruing thereon at $46.03 per diem (the "SRD Indebtedness" and together with the MRMA Indebtedness, the "Outstanding Indebtedness"), plus all accrued interest and all legal and professional fees, costs, charges, disbursements and expenses incurred by the Lender prior to the date of this demand and hereafter.
6. If the Debtor fails to make payment of the Outstanding Indebtedness .by way of certified cheque, bank draft or other immediately payable funds by no later than 5:00 p:m. Calgary time on June 5, 2017 the Lender will take such lawful steps to recover the Outstanding Indebtedness owing to it as it considers appropriate including, but not limited to, pursuing all of the Lender's rights and remedies against the Debtor under the SRD Guarantee, .the Credit Agreements, and the Security.
7. We enclose .a Notice of Intention to Enforce Security delivered pursuant to section 244 of the Bankruptcy and Insolvency Act (Canada) together with a form to facilitate the Debtor's waiver of the notice period referred to therein if it chooses to permit the same.
Your truly,
Ryan Z ara •
CHNG cc: Client Ted Coderre
31297682.1 ;/-k-a --- Page
FORM 86 NOTICE OF INTENTION TO ENFORCE SECURITY (Section 244 of the Bankruptcy and Insolvency Act)
TO: • Sunset Grill (Red Deer) Inc., an insolvent person (the "Debtor")
Take notice that:
1. Alberta Treasury Branches (the "Lender"), pursuant to:
(a) an amended and restated commitment letter between the Lender and MRMA Commercial Real Estate Holdings Ltd. dated July 2, 2015, accepted on July 13, 2015, as guaranteed by the Debtor, Woodland Hospitality Inc. and Alan Arsenault;
(b) an unlimited guarantee dated July 17, 2015 granted by the Debtor in favour of the Lender (the "SRD Guarantee");
(c) a commitment letter between the Lender and the Debtor dated July 9, 2015 accepted on August 19, 2015 (the "SRD Credit Agreement"); and
(d) a Canada Small Business Financing Act Credit Agreement dated July 10, 2015, accepted on July 13, 2015, between the Lender and the Debtor (the "SRD CSBFA Agreement" and together with the SRD Credit Agreement, the "Credit Agreements");
intends to enforce its security on all of the Debtor's present and after-acquired assets, property (both real and personal) and undertakings, as more particularly described in the Security (as defined below).
2. The security that is to be enforced is in the form of the following:
(a) a general security agreement dated July 17, 2015 granted by the Debtor in favour of the Lender (the "First SRD GSA");
(b) a general security agreement dated August 19., 2015 granted by the Debtor in favour of the Lender (the "Second SRD GSA" and together with the First SRD GSA, the "Security").
3. As at May 23,. 2017, the total amount of indebtedness secured by the Security is $9,460,752.05, with interest accruing thereon at $957.67, plus all accrued interest and all legal and professional fees, costs, charges, disbursements and expenses incurred by the Lender, and any other amounts whatsoever, which may be claimed by the Lender under the SRD Guarantee, the Credit Agreements or the Security, or any other document relating thereto, including without limitation all legal costs incurred on a solicitor-client basis in respect of enforcing the Lender's rights under the SRD Guarantee, the Credit Agreements or the Security.. .
4. The Lender will not have the right to enforce the Security until after the expiry of the 10-day period after this notice is sent unless the Debtor consents to an earlier enforcement. 31297682.1
Tc/RONTC) CAI.CiARY VANCOUVER MONTREAL, OTTAWA NEW YORK LONDON RIYADH/AI .KHOBAR. BAHRAIN BEIJING Bloke, Cosoolo & Graydon NY I 'Associated Officoo I blakes.com ,i-k:-a --- Page 4
DATED at Calgary, Alberta, this 23rd day of May, 2017.
BLAKE, CASSEL & GRAYDON LLP, Agents and Solicitors for e e , er ,P t7 , -, Per: A # Name: Rya .- 'ara Title: Barr ter and Solicitor
31297682.1
TORONTO CALGARY VANCOUVER MONTREAL OTTAWA NEW YORK LONDON RIYADH/AL-KHOBAR. BAHRAIN BEIJING Blake. Cesspit; Graydon LLB I .Associuteci Offices I blakes.com Page 5
WAIVER
Sunset Grill (Red Deer) Inc. hereby waives the notice period provided for under Section 244(2) of the Bankruptcy and Insolvency Act, RSC 1985, c B-3, as amended, and consents to the immediate enforcement by the Lender of the Security described above. DATED at Calgary, Alberta this day of , 2017.
By: Name: Title:
31297682.1
TORONTO CALGARY VANCOUVER NIONIOAl ()I VONA NEW YORK LONDON HIYADH/AL-K HOBAN' F1AHRAIN BEIJING Blake, Cassels & Graydon LLP I 'Ausocotod Offices I blakes.com ...."4" Blake, Cassels & Graydon LIP • Barristers & Solicitors Patent & Trade-mark Agents 855 - 2nd Street S.W. Suite 3500, Bankers Hall East Tower Calgary AB T2P 4J8 Canada Tel: 403-260-9600 Fax: 403-260-9700
Ryan Zahara May 23, 2017 Dir: (403) 260-9628 [email protected] VIA COURIER & E-MAIL TH101879Ca Reference: 81518/137 Sunset Grill (St. Albert) Inc. c/o Small Business Legal Centre 539 - 23 Ave N.W. Calgary, AB T2M 1S7 RE: Demand for Payment
Dear Sirs:
As counsel to Alberta Treasury Branches (the "Lender"), we hereby advise Sunset Grill (St. Albert) Inc. (the "Borrower"), as follows:
1. Capitalized terms used herein have the meanings given to them in the Credit Agreements (defined below) unless otherwise noted.
2. Reference is made to the following:
(a) a commitment letter between the Lender and the Borrower dated October 7, 2014, accepted on October 16, 2014 (the "SSA Credit Agreement");
(b) a Canada Small Business Financing Act Credit Agreement dated October 7, 2014, accepted on October 21, 2014, between the Lender and the Borrower (the "SSA CSBFA Agreement" and together with the SSA Credit Agreement, the "Credit Agreements"); and
. (c) a general security agreement dated November 19, 2014 granted by the Borrower in favour of the Lender (the "Security").
3. Pursuant to the terms of the Credit Agreements, the Borrower agreed to repay any amounts owing to the Lender thereunder on demand.
4. Accordingly, the Lender hereby immediately demands payment from the Borrower of the total amount owing under the Credit Agreements, which as at May 23, 2017 is $453,943.28, with interest accruing thereon at $52.06 per diem (the "Outstanding Indebtedness") with all costs and interest accruing thereon at the rates determined in accordance with the Credit Agreements, plus all accrued interest and all legal and professional fees, costs, charges, disbursements and .expenses incurred by the Lender prior to the date of this demand and hereafter.
31297684.1 '11 ,/-1(--a----
. . 5. If the Borrower fails to make payment of the Outstanding Indebtedness by way of certified cheque, bank draft or other immediately payable funds by no later than 5:00 p.m. Calgary time on June 5, 2017 the Lender will take such lawful steps to recover the Outstanding Indebtedness owing to it as it considers appropriate including, but not limited to, pursuing all of the Lender's rights and remedies against the Borrower under the Credit Agreements and the. Security.
6. We enclose a Notice of Intention to Enforce Security delivered pursuant to section 244 of the Bankruptcy and Insolvency Act (Canada) together with a form to facilitate the Borrower's waiver of the notice period referred to therein if it chooses to permit the same.
Yours ,,1 1 , / AP i'llrf
It
Ryan Zahara
CHNG cc: Client Ted Coderre
31297684.1 Blake, Cassels & Graydon LLP Barristers & Solicitors Patent & Trade-mark Agents 855 - 2nd Street S.W. Suite 3500, Bankers Hall East Tower Calgary AB T2P 4J8 Canada Tel: 403-260-9600 Fax: 403-260-9700
FORM 86 NOTICE OF INTENTION TO ENFORCE SECURITY (Section 244 of the Bankruptcy and Insolvency Act)
TO: Sunset Grill (St. Albert) Inc., an insolvent person (the "Debtor")
Take notice that:
1. Alberta Treasury Branches (the "Lender"), pursuant to:
(a) a commitment letter between the Lender and the Borrower dated October 7, 2014, accepted on October 16, 2014 (the "SSA Credit Agreement"); and
(b) a Canada Small Business Financing Act Credit Agreement dated October 7, 2014, accepted on October 21, 2014, between the Lender and the Debtor (the "SSA CSBFA Agreement" and together with the SSA Credit Agreement, the "Credit Agreements");
intends to enforce its security on all of the Debtor's present and after-acquired assets, property (both real and personal) and undertakings, as more particularly described in the Security (as defined below).
2. The security that is to be enforced is in the form of the following:
(a) A general security agreement dated November 19, 2014 granted by the Debtor in favour of the Lender (the "Security").
3. As at May. 23,-2017, the total amount of indebtedness ,secured by the Security is $452,059.12, with interest accruing thereon at $51.88 per diem, plus all accrued interest and all legal and professional fees, costs, charges, disbursements and expenses incurred by the Lender, and any other amounts whatsoever, which may be claimed by the Lender under the Credit Agreements or the Security, or any other document relating thereto, including without limitation all legal costs incurred on a solicitor- client basis in respect of enforcing the Lender's rights under the Credit Agreements or the Security.
4. The;Lender will not have the right to enforce the Security until after the expiry of the 10-day period after this notice is sent unless the Debtor consents to an earlier enforcement.
31297684.1
.TORONTO CALGARY. VANCOUVER MONTREAL OTTAWA NEW YORK LONDON RIYADH/AL-KHOLLAR, , BAHRAIN , HRUING I. Blake, cowls F. Graydon LLB I 'Assouateti Officeu I blakes.ccim
, , Page 4
DATED at Calgary, Alberta, this 23rd day, of May, 2017.
BLAKE, CASSELS & GRAYDON LLP, Agents and Solicitors for he ender
Per: Name: Ry n h a Title: Barriste n Solicitor
31297684.1
TORONTO CAI GARY VANCOUVER MONTREAL OTTAWA NEW YORK LONDON TIIYADWAL-KHOBAR. BAHRAIN BEIJING Caosalo & Graydon LLB I `Associated Offices I blakes.com Fag
WAIVER
Sunset Grill (St. Albert) Inc. hereby waives the notice period provided for under Section 244(2) of the Bankruptcy and Insolvency Act, RSC 1985, c B-3, as amended, and consents to the immediate enforcement by the Lender of the Security described above. DATED at Calgary, Alberta this day of , 2017.
By: Name: Title:
31297684.1
TORONTO CALGARY VANCOUVER MONTREAL 01TAWA NEW YORE LONDON RIYADH/AL-KHOBAR' RARRAiN REDING Blako, Cassels & Graydon LLP I 'Associated (Micas I blakes.com Blake, Cassels & Graydon LLP Barristers & Solicitors Patent & Trade-mark Agents 855 - 2nd Street S.W. Suite 3500, Bankers Hall East Tower Calgary AB T2P 4J8 Canada Tel: 403-260-9600 Fax: 403-260-9700
Ryan Zahara May 23, 2017 Dir: (403) 260-9628 ryan.zaharablakes.com VIA COURIER & E-MAIL TH101879Ahotmail.com Reference: 81518/137 Woodland Hospitality Inc. c/o Small Business Legal Centre 539 - 23 Ave N.W. Calgary, AB T2M 1S7 RE: Demand for Payment
Dear Sirs:
As counsel to Alberta Treasury Branches (the "Lender"), we hereby advise Woodland Hospitality Inc. (the "Guarantor"), as follows:
1. Capitalized terms used herein have the meanings given to them in the Commitment Letter (defined below) unless otherwise noted.
2. Reference is made to the following:
(a) an amended and restated commitment letter between the Lender and MRMA Commercial Real Estate Holdings Ltd. (the "Borrower") dated July 2, 2015, accepted on July 13, 2015, " as guaranteed by the Guarantor, Sunset Grill (Red Deer) Inc. and Alan Arsenault (the "Commitment Letter");
(b) an unlimited guarantee dated July 17, 2015 granted by the Guarantor in favour of the Lender (the "Woodland Guarantee"); and
(c) • • a general security agreement dated July 17, 2015 granted by the Guarantor in favour of the Lender (the "Security"). . . 3. Pursuant to the Woodland Guarantee, the Guarantor guaranteed to pay to the Lender all existing and future debts and liabilities owed by the Borrower to the Lender, including, without limitation, interest accrued or to accrue on all such debts and liabilities and all legal and professional fees, costs, charges, disbursements and expenses incurred by the Lender prior to the date of this demand and hereafter.
31297683.1 • •
4. As at May 23, 2017, the Guarantor is indebted to the Lender pursuant to the terms of the Woodland Guarantee for the obligations of the Borrower which total $9,059,840A8 with interest accruing thereon at $911.64 per diem, plus all amounts and costs recoverable by the Lender under the terms of the Commitment Letter or the Woodland Guarantee (collectively,. the "Outstanding Indebtedness").
5. Accordingly, the Lender hereby immediately demands payment from the Guarantor of the Outstanding Indebtedness pursuant to the terms of the Woodland Guarantee.
6. If the Guarantor fails to make payment of the Outstanding Indebtedness by way of certified cheque, bank draft or other immediately payable funds by no later than 5:00 p.m. Calgary time on June 5, 2017 the Lender will take such lawful steps to recover the Outstanding Indebtedness owing to it as it considers appropriate including, but not limited to, pursuing all of the Lender's rights and remedies against the Guarantor under the Woodland Guarantee and the Security.
7. We enclose a Notice of Intention to Enforce Security delivered pursuant to section 244 of the Bankruptcy and Insolvency Act (Canada) together with a form to facilitate the Guarantor's waiver of the notice period referred to therein if it chooses to permit the same.
Yours truly, \ .,.t N„, .j,,/ Oir Ryan Zahar-
CHNG Cc: Client Ted Coderre
31297683.1 Blake, Cassels & Graydon LLP Barristers & Solicitors Patent & Trade-mark Agents 855 - 2nd Street S.W. Suite 3500, Bankers Hall East Tower Calgary AB T2P 4J8 Canada Tel: 403-260-9600 Fax: 403-260-9700
FORM 86 NOTICE OF INTENTION TO ENFORCE SECURITY (Section 244 of the Bankruptcy and Insolvency Act)
TO: Woodland Hospitality Inc., an insolvent person (the "Debtor")
Take notice that:
1. Alberta Treasury Branches (the "Lender"), pursuant to:
(a) an amended and restated commitment letter between the Lender and MRMA Commercial Real Estate Holdings Ltd. dated July 2, 2015, accepted on July 13, 2015, as guaranteed by the Debtor, Sunset Grill (Red Deer) Inc. and Alan Arsenault (the "Commitment Letter"); and
(b) an unlimited guarantee dated July 17, 2015 granted by the Debtor in favour of the Lender (the "Woodland Guarantee"); . , . intends to enforce its security on all of the Debtor's present and after-acquired assets, property (both real and personal) and undertakings, as more particularly described in the Security (as defined below).
2. The security that is to be enforced is in the form of the following:
(a) a general security agreement dated March 1, 20.0-7 granted by the Debtor to the Lender (the "Security").
3. As at May 23, 2017, the total amount of indebtedness secured by the Security is $9,059,840.48 with interest accruing thereon at $911.48 per diem, plus all accrued interest and all legal and professional fees, costs, charges, disbursements and expenses incurred by the Lender, and any other amounts whatsoever, which may be claimed by the Lender under the Commitment Letter, the Woodland Guarantee, the Security, or any other document relating thereto, including without limitation all legal costs incurred on a solicitor-client basis in respect of enforcing the Lender's rights under the Commitment Letter, the Woodland Guarantee and the Security. • 4. The Lender will not have the right to .enforce the Security until after the expiry of the 10-day period after this notice is sent unless the Debtor consents to an earlier enforcement.
31297683.1
1ORONTO CALGARY VANCOUVER MONTREAL. OTTAWA NEW YORK; LONDON RIVADPIAL-KHOBAH • BAHRAIN BEIJING Custwls & Graydon LLP I •ALJsuelbled Oflices I blakes.com Page 4
DATED at Calgary, Alberta, this 231d day of May, 2017. •
BLAKE, CASSELS & GRAYDON LLP, Agents and Solicitor for the ender
Per: Name: Rya 7a Title: Barrister d Solicitor
31297683.1
TORONTO CALGARY VANCOUVER MONTREAL OTTAWA NEW YORK LONDON RIYAOH/AI -KHOBAR° BAHRAIN BEIJING Blake, Cassels & Graydon LLP I 'Associated ORS:as blakes.com ,i-k-a---- Page
WAIVER
Woodland Hospitality Inc. hereby waives the notice period provided for under Section 244(2) of the Bankruptcy and Insolvency Act, RSC 1985, c B-3, as amended, and consents to the immediate enforcement by the Lender of the Security described above. DATED at Calgary, Alberta this day of , 2017.
By: Name: Title:
31297683.1
TORONTO CALGARY VANC;OLNER MONIREAL 011AWA NEW YORK LONDON HIYAOH/AL.KHOBAR' BANHAN BEIJING Blake, Cossulu & Graydon LLP 'At,socioted Offices I blakeo.com Blake, Cassels & Graydon LLP ‘1(- - ' - Barristers & Solicitors Patent & Trade-mark Agents 855 - 2nd Street S.W. Suite 3500, Bankers Hall East Tower Calgary AB T2P 4J8 Canada Tel: 403-260-9600 Fax: 403-260-9700
Ryan Zahara May 23, 2017 Dir: (403) 260-9628 ryan.zaharablakes.com VIA COURIER & E-MAIL TH101879Ahotmail.conn Reference: 81518/137 Alan Arsenault c/o Small Business Legal Centre 539 - 23 Ave N.W. Calgary, AB T2M 1S7 RE: Demand for Payment
Dear Sir:
As counsel to Alberta Treasury Branches (the "Lender"), we hereby advise you (the "Guarantor"), as follows:
1. Capitalized terms used herein have the meanings given to them in the Credit Agreements (defined below) unless otherwise noted.
2. Reference is made to:
(a) an amended and restated commitment letter between the Lender and MRMA Commercial Real Estate Holdings Ltd. dated July 2, 2015 (the "Borrower"), accepted on July 13, 2015, as guaranteed by Woodland Hospitality Inc., Sunset Grill (Red Deer) Inc. ("Sunset Red Deer") and the Guarantor (the "Commitment Letter");
(b) a limited guarantee dated July 17, 2015 in the amount of $3,400,000 granted by the' Guarantor in favour of the Lender (the "MRMA Guarantee");
(c) a commitment letter between the Lender and Sunset Grill (St. Albert) Inc. ("Sunset St. Albert") dated October 7, 2014, accepted on October 16, 2014, as guaranteed by Maria Arsenault ("Maria") and the Guarantor (the "SSA Credit Agreement");
(d) a Canada Small Business Financing Act Credit Agreement dated October 7, 2014, accepted on October 21, 2014, between the Lender and Sunset St. Albert, as guaranteed by Maria and the Guarantor (the "SSA CSBFA Agreement");
(e) a limited guarantee dated November 19, 2014 in the amount of $135,000 granted jointly by Maria and the Guarantor in favour of the Lender (the "SSA Credit Agreement Guarantee");
(f) a limited guarantee dated November 19, 2014 in the amount of $89,250 granted jointly by Mari.a and the Guarantor in favour of the Lender (the "SSA CSBFA Agreement Guarantee");
31297688.1
TORONTO CALGARY VANCOUVER MONTREAL OTTAWA NRW YORK LONDON RIYADH/AL-KHORAR. BAHRAIN BEIJING Bloke, Cossuls & Graydon LLP I 'Associated Orticoo I blakos.com Pag
(g) a commitment letter between the Lender and &inset Red Deer dated July 9, 2015 accepted on August 19, 2015, as guaranteed by Maria and the Guarantor (the "SRD Credit AgreeMent");
(h) a Canada Small Business Financing Act Credit Agreement dated July 10, 2015, accepted July 13, 2015 between the Lender and Sunset Red Deer, as guaranteed by Maria and the Guarantor (the "SRD CSBFA Agreement" and together- with the Commitmeil Letter,' the SSA 'Credit Agreement, the. SSA CSBFA Agreement and the SRD Credit Agreement, the "Credit Agreements"); (i) a limited guarantee dated August 19, 2015 in the amount of $135,000 granted jointly by Maria and the Guarantor in favour of the Lender (the "SRD Credit Agreement Guarantee"); and
(j) a limited guarantee dated August 19, 2015 in the amount of $87,500 granted jointly by Maria and the Guarantor in favour of the Lender (the "SRD CSBFA Agreement Guarantee" and together with the MRMA Guarantee, the SSA Credit Agreement Guarantee, the SSA CSBFA Agreement Guarantee and the SRD Credit Agreement Guarantee, the "Personal Guarantees").
3. Pursuant the Personal Guarantees, the Borrower agreed to guarantee any amounts owing to the Lender by the Borrower, Sunset St. Albert and Sunset Red Deer under the Credit Agreements, up to a total: of $3,846,750.00 plus all interest and costs provided for therein (collectively; the "Outstanding Indebtedness"). ,
4. Accordingly, the Lender hereby immediately demands payment from the Guarantor of the Outstanding Indebtedness pursuant to the terms of the Personal Guarantees.
5. If the Guarantor fails to make payment ,of the Outstanding Indebtedness by way of certified cheque, bank draft or other immediately payable funds by no later than 5:00 p.m. Calgary time on June 5, 2017, the Lender will take such lawful steps to recover the Outstanding Indebtedness owing to it as it considers appropriate including, but not limited to, pursuing all of the Lender's rights and remedies against the Guarantor in respect of the Personal 'Guarantees through the commencement of legal proceedings. Yo s truly, !,-ilen-,7- / / ,
, . 1 Ryan Zah g ra
CHNG c: Client - Ted Coderre
31297688.1
FORMIC) CALGARY VANCOUVER MONTREAL OTTAWA NEW YORK LONDON RIYADH/Al -KHOBAR. RAPIRA,N BEIJING Blake, CusseN & Graydon LLP I 'Aesociuted Offices I blakes.com Blake, Cassels & Graydon LLP Barristers & Solicitors Patent & Trade-mark Agents 855 - 2nd Street S.W. Suite 3500, Bankers Hall East Tower Calgary AB T2P 4J8 Canada Tel: 403-260-9600 Fax: 403-260-9700
Ryan Zahara May 23, 2017 Dir: (403) 260-9628 ryan.zahara cr blakes.com VIA COURIER & E-MAIL TH101879hotmail.com Reference: 81518/137 Maria Arsenault c/o Small Business Legal Centre 539 - 23 Ave N.W. Calgary, AB T2M 1S7
RE: Demand for Payment
Dear Madam:
As counsel to Alberta Treasury Branches (the "Lender"), we hereby advise you (the "Guarantor"), as follows:
1. Capitalized terms used herein have the meanings given to them in the Credit Agreements (defined below) unless otherwise noted.
2. Reference is made to:
(a) a commitment letter between the Lender and Sunset Grill (St. Albert) Inc. ("Sunset St. Albert") dated October 7, 2014, accepted on October 16, 2014, as guaranteed by Alan Arsenault ("Alan") and the Guarantor (the "SSA Credit Agreement");
(b) a Canada Small Business Financing Act Credit Agreement dated October 7, 2014, accepted on October 21, 2014, between the Lender and Sunset St. Albert, as guaranteed by Alan and the Guarantor (the "SSA CSBFA Agreement");
(c) a limited guarantee dated November 19, 2014 in the amount of $135,000 granted jointly by Alan and the Guarantor in favour of the Lender (the "SSA Credit Agreement Guarantee");
(d) a limited guarantee dated November 19, 2014 in the amount of $89,250 granted jointly by Alan and the Guarantor in favour of the Lender (the "SSA CSBFA Agreement Guarantee");
(e) a commitment letter between the Lender and Sunset Grill (Red Deer) Inc. ("Sunset Red Deer") dated July 9, 2015, accepted on August 19, 2015, as guaranteed by Alan and the Guarantor (the "SRD Credit Agreement");
(f) a Canada Small Business Financing Act Credit Agreement dated July 10, 2015, accepted July 13, 2015, between the Lender and Sunset Red Deer; as guaranteed by Alan and the Guarantor (the "SRD CSBFA Agreement" and together with the SSA Credit Agreement, the SSA CSBFA Agreement and the SRD Credit Agreement, the "Credit Agreements"); 31297680.1
TORUN-LC) CALGARY VANCOUVER MONTREAL OTTAWA NEW YORK LONDON RIVADH/AL-KHOP.AR • BAHRAIN BEIJING Blake, Cassel; 8 Groycloo LW I 'Lissa:kited Offices I blakes.com Page 2
(g) a limited guarantee dated August 19, 2015 in the amount of $135,000 granted jointly by Alan and the Guarantor in favour of the Lender (the "SRD Credit Agreement Guarantee"); and
(h) a limited guarantee dated- August 19, 2015 in the amount of $87,500 granted jointly by Alan and the Guarantor in favour of the Lender (the "SRD CSBFA Agreement Guarantee" and together with the SSA Credit Agreement Guarantee, the SSA CSBFA Agreement Guarantee and the SRD Credit Agreement Guarantee, the "Personal Guarantees").
3. Pursuant the Personal Guarantees, the Borrower agreed to guarantee any amounts owing to the Lender by Sunset St. Albert and Sunset Red Deer under the Credit Agreements, up to a total of $446,750.00 plus all interest and costs as provided for therein (collectively, the "Outstanding Indebtedness").
4. Accordingly, the Lender hereby immediately demands payment from the Guarantor of the Outstanding Indebtedness pursuant to the terms of the Personal Guarantees.
5. If the Guarantor fails to make payment of the Outstanding Indebtedness by way of certified cheque, bank draft or other immediately payable funds by no later than 5:00 p.m. Calgary time on June 5, 2017, the Lender will take such lawful steps to recover the Outstanding Indebtedness owing to it as it considers appropriate including, but not limited to, pursuing all of the Lender's rights and remedies against the Guarantor in respect of the Personal Guarantees through the commencement of legal proceedings. Yours truly, •
'114111,Mr,111 -, -
Ryan Zah .ra
CHNG c: Client Ted Coderre -
31297680.1
!DHOW() CALGARY VANCODVF.P. fylONTRRAt 01'IAWA NEW YORK LONDON HIYADH/A1.-KHOBAR. BAHRAIN BEIJING Blak.o, COS3131,1& Graydon LLP 1 'Associated Offices I blakes.com
COURT FILE NUMBER 1701-
COURT COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL CENTRE CALGARY
PLAINTIFF ALBERTA TREASURY BRANCHES
DEFENDANTS MRMA COMMERCIAL REAL ESTATE HOLDINGS LTD. SUNSET GRILL (RED DEER) INC., SUNSET GRILL (ST. ALBERT) INC., WOODLAND HOSPITALITY INC., ALAN ARSENAULT AND MARIA ARSENAULT
DOCUMENT CONSENT TO ACT AS RECEIVER
ADDRESS FOR SERVICE AND BLAKE, CASSELS & GRAYDON LLP CONTACT INFORMATION OF 3500, 855 – 2nd Street S.W. PARTY FILING THIS DOCUMENT Calgary, AB T2P 4J8 Attn: Ryan Zahara/Chris Nyberg Telephone: 403-260-9628/9707 Facsimile: 403-260-9700 Email: [email protected] [email protected] File Ref.: 81518/137
TAKE NOTICE THAT KPMG Inc. hereby consents to being appointed as receiver and manager pursuant to section 243 of the Bankruptcy and Insolvency Act, RSC 1985, c B-3, as amended, and section 13(2) of the Judicature Act, RSA 2000 c J-2, as amended, over all current and future assets, undertakings and properties of every nature and kind whatsoever, and wherever situate, including all proceeds thereof of MRMA Commercial Real Estate Holdings Ltd., Sunset Grill (Red Deer) Inc., Sunset Grill (St. Albert) Inc. and Woodland Hospitality Inc.
DATED at Calgary, Alberta and effective this 7th day of June, 2017
KPMG INC.
Per: Name: