Court File No. MN73-15 IN THE COURT OF QUEEN’S BENCH OF ... · court file no. mn73-15 in the...

Court File No. MN73-15

IN THE COURT OF QUEEN’S BENCH OF NEW BRUNSWICK TRIAL DIVISION

JUDICIAL DISTRICT OF MONCTON

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

CO-OP ATLANTIC, CO-OP ENERGY LTD. AND C A REALTY LTD. (THE “APPLICANTS”)

FIRST REPORT OF THE MONITOR KPMG INC.

DATED JULY 16, 2015

TABLE OF CONTENTS

INTRODUCTION......................................................................................................................... 2

PURPOSE ...................................................................................................................................... 2

TERMS OF REFERENCE .......................................................................................................... 3

ACTIVITIES OF THE MONITOR SINCE ITS APPOINTMENT ........................................ 4

UPDATE ON THE APPLICANTS’ EFFORTS TO SECURE DIP FINANCING ................ 6

UPDATE ON THE SALE AND RESTRUCTURING PROCESS ........................................... 8

CASH FLOW RESULTS RELATIVE TO FORECAST ......................................................... 9

UPDATED CASH FLOW FORECAST ................................................................................... 10

REQUEST FOR AN EXTENSION OF THE STAY PERIOD .............................................. 12

PRIORITY OF COURT ORDERED CHARGES GRANTED IN THE INITIAL ORDER14

SERVICE ON SHARED RISK PENSION PLAN ................................................................... 16

SALE OF THE SYDNEY PROPERTY AND DISTRIBUTION TO BDC ........................... 16

MONITOR’S RECOMMENDATIONS ................................................................................... 17

INDEX TO APPENDICES

Appendix A – Initial Order dated June 25, 2015 Appendix B – Notice to Creditors dated June 30, 2015 Appendix C – Publications in the Globe and Mail, the Telegraph Journal and L’Acadie Nouvelle dated July 2, 2015 and July 9, 2015 Appendix D – Updated cash flow forecast for the 10-week period July 11 to September 18, 2015 Appendix E - Security registry search results Appendix F – Independent security opinion in respect of BDC security on the Sydney Property

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INTRODUCTION

1. On June 25, 2015, Co-op Atlantic (the “Company”), and its two subsidiaries, Co-op

Energy Ltd. (“Co-op Energy”) and C A Realty Ltd. (“CA Realty”, together with the Company

and Co-op Energy, the “Applicants”) filed an application before the Court of Queen’s Bench of

New Brunswick, Trial Division (the “Court”) under the Companies' Creditors Arrangement Act,

R.S.C. 1985, c. C-36, as amended (the “CCAA”).

2. On the same date, the Court granted an initial order (the “Initial Order”) which provides

for, among other things, the appointment of KMPG Inc. as Monitor of the Applicants (in such

capacity, the “Monitor”) in these CCAA proceedings (the “CCAA Proceedings”) and a stay of

proceedings until July 24, 2015, or such later date as the Court may order (the “Stay Period”).

A copy of the Initial Order is attached hereto as Appendix “A”.

3. In connection with the Applicants’ application for protection under the CCAA, KPMG

Inc., in its then-capacity as proposed monitor, provided the Court with a pre-filing report dated

June 25, 2015 (the “Pre-Filing Report”).

PURPOSE

4. The purpose of this first report of the Monitor (the “First Report”) is to provide the

Court with information on the following:

a. The Monitor’s activities since the issuance of the Initial Order;

b. The Applicants’ efforts to obtain sufficient debtor-in-possession financing for the

expected duration of the CCAA Proceedings;

c. An update regarding the Applicants’ Sale and Restructuring Process (as defined below);

d. The Applicants’ actual receipts and disbursements for the three-week period ended July

10, 2015, as compared to the Cash Flow Forecast previously filed as part of the Pre-

Filing Report (the “Original Cash Flow Forecast”);

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e. The Applicants’ updated cash flow forecast for the period July 11 to September 18, 2015

(the “Updated Cash Flow Forecast”);

f. The Applicants’ request for an extension of the Stay Period until September 18, 2015;

g. The Applicants’ request for an order granting priority to the “Charges”, as defined in the

Initial Order;

h. The Applicant’s request for authorization to make a distribution to BDC; and

i. The Monitor’s recommendations.

TERMS OF REFERENCE

5. In preparing this First Report, the Monitor has been provided with and has relied upon,

unaudited financial information, books and records and financial information prepared by certain

senior management of the Applicants (“Senior Management”), and discussions with Senior

Management (collectively, the “Information”). Except as further described in this First Report

in respect of the Applicants’ Updated Cash Flow Forecast and the Monitor’s report thereon:

a. The Monitor has reviewed the Information for reasonableness, internal consistency and

use in the context in which it was provided. However, the Monitor has not audited or

otherwise attempted to verify the accuracy or completeness of the Information in a

manner that would wholly or partially comply with Canadian Auditing Standards

(“CASs”) pursuant to the Chartered Professional Accountants Canada Handbook and

accordingly, the Monitor expresses no opinion or other form of assurance contemplated

under CASs in respect of the Information; and

b. Some of the information referred to in this First Report consists of financial forecasts and

projections. An examination or review of the financial forecast and projections, as

outlined in the Chartered Professional Accountants Canada Handbook, has not been

performed.

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6. Future oriented financial information referred to in this First Report was prepared based

on Senior Management’s estimates and assumptions. Readers are cautioned that since

projections are based upon assumptions about future events and conditions that are not

ascertainable, the actual results will vary from the projections. Even if the assumptions

materialize, the variations could be significant.

7. The information contained in this report is not intended to be relied upon by any

prospective purchaser or investor in any transaction with the Applicants.

8. Additional information regarding the matters discussed herein is set forth in the affidavit

of Bryan Inglis, sworn July 10, 2015 (the “Inglis Affidavit”), upon which the Monitor has relied.

9. Unless otherwise stated, all monetary amounts contained in this report are expressed in

Canadian dollars, which is the Applicants’ common reporting currency.

ACTIVITIES OF THE MONITOR SINCE ITS APPOINTMENT

10. The Monitor established a website for the CCAA Proceedings at

www.kpmg.com/ca/coopatlantic (the “Monitor’s Website”). Copies of the Monitor’s reports,

issued orders, a current service list and other Court materials filed in connection with these

CCAA Proceedings are available on the Monitor’s Website.

11. Pursuant to paragraph 45 of the Initial Order, the Monitor:

a. Mailed a notice of the CCAA Proceedings (the “Notice to Creditors”) to all known

creditors who may have a claim of more than $1000 against the Applicants, within five

business days of the issuance of the Initial Order. A copy of the Notice to Creditors dated

June 30, 2015 is attached hereto as Appendix “B”;

b. Caused a notice containing the information prescribed by section 23 of the CCAA to be

published in the July 2, 2015 and July 9, 2015 editions of the Globe and Mail (National

Edition), the Telegraph Journal and L’Acadie Nouvelle. Copies of the publications are

attached hereto as Appendix “C”;

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c. Prepared and posted on the Monitor’s Website a list of every known creditor of the

Applicants who may have a claim of more than $1000 against the Applicants, including

the names and addresses of those creditors and the estimated amounts of their claims

based on the books and records of the Applicants and excluding the claims, names and

addresses of individuals who may be creditors.

12. The Monitor has established a toll-free number (1-855-393-3546) and published contact

information in the Notice to Creditors and on the Monitor’s Website to enable creditors or other

interested parties to contact the Monitor and obtain additional information concerning the CCAA

Proceedings.

13. The Monitor has furthermore:

a. Assisted the Applicants with communications with employees, suppliers, landlords and

other parties;

b. Assisted the Applicants in stabilizing their supply chain including extensive discussions

with suppliers, freight providers and utility companies, with a view to minimizing supply

disruption;

c. Established a process with Senior Management whereby the Monitor is reviewing all

disbursements before they are made and monitoring the Applicants’ receipts and

disbursements and operating account balances on a daily basis;

d. Overseen and facilitated extensive discussions with National Bank of Canada (“National

Bank”) and other potential alternative debtor-in-possession financers in order to obtain a

commitment for sufficient interim financing for the expected duration of the CCAA

Proceedings, as further discussed in paragraphs 14 through 21, below;

e. Assisted and advised the Applicants in their preparation of cash flow forecasts and

reporting to National Bank;

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f. Participated in discussions between the Applicants, their counsel and the Superintendent

of Pensions of New Brunswick (the “Superintendent”) and Eckler Ltd., the

administrator of the Applicants’ Shared Risk Pension Plan (in such capacity, the

“Administrator”), regarding the Applicants’ pension plans;

g. Participated in discussions between the Applicants, their counsel and Farm Credit Canada

(“FCC”) and responded to requests for information from FCC regarding the secured

interest of FCC in the Applicants’ agriculture business;

h. Participated in discussions with, and facilitated the information requirements of,

Provincial Holdings Limited, as provider of a deficiency guarantee in favour of National

Bank;

i. With the assistance of KPMG Corporate Finance (“KPMG CF”), worked with the

Applicants and potential bidders to facilitate the dissemination of information and

solicitation of bids in the ongoing sale and restructuring process (“Sale and

Restructuring Process”) and participated in discussions between the Applicants and

certain potential bidders, as further discussed in paragraphs 22 and 23, below;

j. Assisted the Applicants in assessing opportunities to market redundant and surplus assets

and the disclaimer of certain lease agreements; and

k. Responded to telephone calls, emails and inquiries and addressed concerns from creditors

and other stakeholders regarding the effect of the CCAA Proceedings.

UPDATE ON THE APPLICANTS’ EFFORTS TO SECURE DIP FINANCING

14. The Applicants’ materials filed with the Court in connection with seeking the Initial

Order contained an un-executed debtor-in-possession term sheet (the “Original DIP Term

Sheet”), with National Bank as the DIP lender thereunder. The Original DIP Term Sheet did not

include a maximum availability thereunder, but as noted in paragraph 37(c) of the Pre-Filing

Report, the Original Cash Flow Forecast showed borrowing needs in the amount of $13 million

(including the $1.6 million drawn pre-filing under the now terminated operating loan).

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15. Pursuant to the Initial Order, the Applicants were permitted to continue borrowing under

the operating loan with National Bank, up to $3.6 million, while the terms of the DIP financing

were being finalized. The Initial Order provided that amounts advanced under the operating

loan from and after the date of the Initial Order would be secured by the DIP Lender’s Charge.

At the time of the CCAA filing, $1.6 million was drawn under the operating loan with National

Bank, and therefore, the Applicants had borrowing availability of $2 million.

16. Shortly after the issuance of the Initial Order, the Applicants were advised by National

Bank that, based on its latest assessment of the value of the Applicants’ assets, it was only

prepared to lend up to the previously committed $3.6 million until such time as the Court granted

priority status to the DIP Lender’s Charge. National Bank advised that it would provide

additional availability thereafter; however, it would not make available the full $13 million

anticipated by the Applicants and the Monitor on the date of filing for the Initial Order

17. In order to provide priority over the Applicants’ collateral, thereby increasing availability

from National Bank, the Applicants and the Monitor contacted the Superintendent to request a

consensual subordination of any trusts, liens or security interests in respect of the pensions to the

DIP Lender’s Charge. The Superintendent referred the request to the newly appointed

Administrator. Discussions are ongoing with the Administrator regarding a consensual

subordination.

18. The Applicants and the Monitor also contacted FCC to request a consensual

subordination of its security interests to the DIP Lender’s Charge. Those discussions are also

ongoing.

19. The Applicants, their counsel and the Monitor have had extensive discussions with

National Bank regarding the Applicants’ need for additional funding. The Applicants and

National Bank have finalized and executed a revised DIP term sheet (the “Final DIP Term

Sheet”), attached to the Inglis Affidavit as Exhibit “A”.

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20. The Final DIP Term Sheet provides for availability up to the lesser of (a) $4.4 million

and (b) a borrowing base calculated on the value of the Applicants’ receivables and inventory

from time to time. The availability under the Final DIP Term Sheet increases to $5.9 million in

the event that certain conditions are met. However, until the granting of an Order of the Court

providing for the priority of the DIP Lender’s Charge, the maximum availability under DIP loan

is still limited to $2 million. The above amounts are in excess of the $1.6 million that was drawn

under the operating loan with National Bank prior to the date of the Initial Order. The operating

loan was terminated upon execution of the Final DIP Term Sheet.

21. The Monitor understands that the Applicants will continue to work with National Bank in

an effort to obtain additional funding under the DIP loan. As discussed in paragraph 32(e),

subject to the granting of priority status to the DIP Lender’s Charge as requested in the Stay

Extension and Priority Order, the Applicants are forecast to have sufficient borrowing

availability under the Final DIP Term Sheet through to late August.

UPDATE ON THE SALE AND RESTRUCTURING PROCESS

22. The Applicants, with the assistance of the Monitor and KPMG CF, continue to pursue the

dual track Sale and Restructuring Process with respect to the energy and agriculture businesses.

The Applicants have been active in advancing the Sale and Restructuring Process and have

facilitated site visits and participated in a series of management presentations and due diligence

sessions with interested parties. The Monitor, along with KPMG CF, has participated in

discussions with potential purchasers and has observed these parties actively working on

potential transactions in each of the energy and agriculture businesses.

23. Prospective purchasers who have provided competitive expressions of interest have been

notified that the Applicants intend to finalize negotiations for the sale of the businesses by the

end of July, and seek Court approval of the transactions as soon as possible thereafter.

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24. Since the granting of the Initial Order, the Applicants have completed the closure of four

retail locations and sold the inventory at those locations, resulting in net proceeds in the amount

of approximately $960,000 (as at the date of the Inglis Affidavit, the net proceeds were

approximately $750,000 and there have been additional proceeds of approximately $210,000).

These store closures also give rise to a reduction in overhead costs.

25. The Applicants, in consultation with the Monitor, conducted a review of their leased

premises and identified six leased properties that were not acquired as part of the Sobeys

Transaction and that are not required by the Applicants in the operation of their remaining

agriculture and energy businesses. The Applicants, with the consent of the Monitor, delivered

disclaimer notices to the landlords in respect of these leased premises. The Applicants are

continuing to review their leased premises and assets and may seek to disclaim additional leases

during the CCAA Proceedings.

26. The Applicants, with the assistance of the Monitor, are continuing to assess opportunities

to market redundant and surplus assets in order to generate additional funds. In this regard, and

as further discussed in paragraphs 44 through 46, below, the Applicants are seeking to complete

the sale of the Sydney Property (defined below).

CASH FLOW RESULTS RELATIVE TO FORECAST

27. Cash receipts and disbursements for the three-week period ended July 10, 2015 (the

“Reporting Period”), as compared to the Original Cash Flow Forecast are summarized in the

table below:

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28. As at July 10, 2015, the Applicants’ cash balance totaled approximately $4.7 million,

excluding the $1.6 million drawn at the date of the Initial Order from the now terminated

operating loan with National Bank.

29. The net cash flow generated during the Reporting Period was approximately $9.8 million

higher than projected in the Original Cash Flow Forecast, because receipts were higher and

disbursements were lower than forecast, primarily for the following reasons:

a. The total cash receipts during the Reporting Period were approximately $1.5 million

higher than projected, mainly due to:

Week EndingPre-filing

Jun 20 - 24Post-filing

Jun 25 - Jul 10 Total Forecast Variance

Cash ReceiptsCollection of accounts receivable and sales 2,853 9,481 12,334 13,529 (1,195) Net proceeds from Sobeys transaction 37,495 - 37,495 37,505 (10) Other 365 2,299 2,664 - 2,664 Total Cash Receipts 40,712 11,780 52,492 51,034 1,458

Cash DisbursementsRepayment of term loan 13,161 - 13,161 13,161 - Suppliers 2,701 3,953 6,654 15,375 8,722 Rent and Operating Costs 919 955 1,875 1,235 (639) Payroll and Benefits 385 1,883 2,268 2,546 278 Tax remittances 299 - 299 102 (197) Professional Fees 425 - 425 1,075 650 Other 199 301 501 - (501) Total Cash Disbursements 18,090 7,093 25,183 33,495 8,312

Net Cash Flow 22,623 4,687 27,310 17,539 9,770

Cash & Equivalents PositionOpening Cash Position (24,223) (1,600) (24,223) (24,223) - Net Cash Flow 22,623 4,687 27,310 17,539 9,770 Closing Cash Position (1,600) 3,087 3,087 (6,684) 9,770

Closing Cash PositionPre-filing operating loan (1,600) (1,600) (1,600) Cash/(DIP Loan) - 4,687 4,687

Closing Cash Position (1,600) 3,087 3,087

Actual

Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd. (collectively, the "Applicants")Summary of Actual Receipts and DisbursementsFor the three-week period ended July 10, 2015in CAD $000's

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i. Un-forecast proceeds from the liquidation of inventory at four closed corporate-

owned food stores in the amount of $960,000 which, pursuant to the Final DIP

Term Sheet, the Applicants are allowed to retain;

ii. Un-forecast retention of collections of cost-reimbursement amounts pursuant to a

transitional services agreement (“TSA”) with Sobeys, which are ultimately cash-

neutral to the Applicants but, due to timing differences between the receipt of

payment from Sobeys and when the related costs are incurred and paid by the

Applicants, are recorded as receipts; and

iii. Un-forecast retention of collections of food and gas-related accounts receivable

on behalf of Sobeys, only a portion of which have to date been paid to Sobeys

(reflected in the “other” disbursements line);

b. The total cash disbursements during the Reporting Period were approximately $8.3

million lower than projected, mainly due to:

i. Lower than projected payments to suppliers as a result of timing differences in

purchases and payments to post-filing suppliers;

ii. Timing differences in the payment of certain payroll-related expenses; and

iii. The deferral of the payment of professional fees;

c. The Monitor notes that a substantial portion of the above favourable variances will be

eliminated with the passage of time, once the pending or deferred remittances or

payments are made.

30. The Initial Order entitled the Applicants to continue to utilize the existing Cash

Management System, as described in the Pre-Filing Report. The Cash Management System

continues to operate in the same manner as described in the affidavit of Bryan Inglis sworn June

24, 2015.

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UPDATED CASH FLOW FORECAST

31. The Applicants, with the assistance of the Monitor, have prepared an updated 10-week

cash flow forecast for the period from July 11, 2015 to September 18, 2015 (the “Cash Flow

Period”). A copy of the Updated Cash Flow Forecast, together with notes and summary of

assumptions, is attached hereto as Appendix “D”. A summary of the Updated Cash Flow

Forecast is set out in the following table:

32. The Monitor notes the following with respect to the Cash Flow Forecast:

a. The Applicants’ opening cash position as at July 11, 2015 was approximately $4.7

million;

Cash ReceiptsAccounts Receivable Collections 37,649 Other Receipts 218 Total Receipts 37,867

Cash DisbursementsSuppliers 35,621 Rent and Operating Costs 3,575 Payroll and Benefits 5,239 Tax Remittances 2,427 Professional Fees 2,575 Other Disbursements 870 Total Disbursements 50,307

Net Cash Flow (12,440)

Cash & Equivalents PositionOpening Cash Position 4,687 Net Cash Flow (12,440) Closing Cash Position (7,753)

Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd.(collectively, the "Applicants")Summary of Updated Cash Flow ForecastFor the 10-week period July 11 to September 18, 2015in CAD $000's

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b. The Updated Cash Flow Forecast estimates that during the Cash Flow Period, the

Applicants will have total receipts of approximately $37.9 million and total

disbursements of approximately $50.3 million, resulting in net cash outflow of

approximately $12.4 million;

c. The Updated Cash Flow Forecast includes the expected catch-up in supplier payments, as

well as a catch-up in certain payroll-related costs and professional fees as a result of

timing differences;

d. During the Cash Flow Period, the Monitor understands that the Applicants will continue

to make payments for goods and services supplied post-filing, as permitted by the Initial

Order;

e. The interim financing in the amount of $5.9 million available under the Final DIP Term

Sheet will, if obtained generally on the terms contemplated by the Final DIP Term Sheet,

provide the Applicants with liquidity until late August, based on the Updated Cash Flow

Forecast. The Monitor understands that the Applicants are continuing to work with

National Bank to obtain additional funding under the Final DIP Term Sheet in

combination with other potential sources of funding, such as assets sales and the release

of the remaining holdbacks from the Sobeys Transaction.

REQUEST FOR AN EXTENSION OF THE STAY PERIOD

33. The Stay Period will expire on July 24, 2015. The Applicants are seeking an extension of

the Stay Period to September 18, 2015.

34. To date, the Applicants have been acting diligently and in good faith to further their sale

and restructuring objectives. Senior Management has provided the Monitor with full co-

operation and unrestricted access to the Applicants’ premises, books and records.

35. The Applicants, with the assistance of the Monitor, have worked through the initial

weeks of the CCAA Proceedings and continue to operate their remaining businesses in the

ordinary course with the benefit of the Stay Period, which has provided stability to the business.

The Applicants have conserved and managed cash to the extent possible, and the sale of

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approximately $960,000 of inventory from closed retail food store locations, in addition to the

initial DIP loan, has enabled the Applicants to manage their cash position since the date of the

Initial Order.

36. The Monitor supports the Applicants’ motion to extend the Stay Period to September 18,

2015 for the following reasons:

a. The Applicants continue to operate their remaining businesses in the ordinary course;

b. The Applicants require additional time to advance and complete transactions in the Sale

and Restructuring Process; and

c. The Applicants have liquidity under the Final DIP Term Sheet through late August

(assuming the Stay Extension and Priority Order sought by the Applicants is granted),

and are actively pursuing additional funding to maintain liquidity for the expected

duration of the CCAA Proceedings.

PRIORITY OF COURT ORDERED CHARGES GRANTED IN THE INITIAL ORDER

37. The Initial Order provides for three Court-ordered charges (together, the “Charges”):

a. the “Administration Charge” in favour of counsel to the Applicants, the Monitor,

KPMG CF and the Monitor’s counsel, Blake Cassels & Graydon LLP, as security for

their respective fees and disbursements relating to services rendered in respect of the

Applicants up to a maximum of $750,000;

b. the “Directors’ Charge” in favour of the Applicants’ directors and officers as security

for the indemnity from the Applicants in respect of any obligations or liabilities that they

may incur as directors or officers of the Applicants after the commencement of the

CCAA Proceedings, to the extent that such obligations or liabilities are not covered by

insurance, in an amount of $8 million, split in half for the purposes of priority, with

“Directors’ Charge – Part 1” being in the amount of $4 million, and “Directors’

Charge – Part 2” being in the amount of $4 million; and

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c. the “DIP Lender’s Charge” in favour of National Bank to secure amounts advanced

under the Final DIP Term Sheet, discussed above.

38. The Initial Order provides that the Charges rank subordinate to all other security interests,

liens, trusts, charges and encumbrances, claims of secured creditors, statutory or otherwise

(collectively, “Encumbrances”), except that all of the Charges other than the Director’s Charge

– Part 2 have priority over National Bank’s security held as of the date of the Initial Order.

39. The Initial Order permits the Applicants to return to Court for an order granting priority

to the Charges. They now do so, and request an order from the Court granting priority to the

Charges over all Encumbrances except for the following Encumbrances:

a. any statutory Encumbrance for unpaid employee source deductions that is given priority

over other Encumbrances by statute;

b. any Encumbrance for unpaid municipal property taxes or utilities that is given priority

over other Encumbrances by statute; and

c. any validly perfected Encumbrance listed on Schedule “A” to the draft Stay Extension

and Priority Order to the extent it charges that part of the Property comprised of

equipment or real property and the proceeds thereof (and specifically excluding that part

of the Property comprised of accounts or inventory and the proceeds thereof);

provided that the Directors’ Charge – Part 2 ranks subordinate to the Encumbrances in favour of

National Bank in respect of the Bank Indebtedness (as defined in the Inglis Affidavit).

40. As set out in the Pre-Filing Report, the Monitor is of the view that the Charges are

reasonable and appropriate. In order to give full effect to the purposes of the Charges, being to

secure the engagement and participation of professionals and the board of directors, in the case

of the Administration and Directors’ Charges, and to secure the availability of interim financing

necessary for the continuation of the CCAA Proceedings, in the case of the DIP Lender’s

Charge, the Monitor is of the view that the priority requested by the Applicants is also reasonable

and appropriate.

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41. Blakes has reviewed search results of searches performed by the Applicants’ counsel of

(a) the personal property security registries in each of New Brunswick, Nova Scotia,

Newfoundland and Labrador and Prince Edward Island, (b) registered Bank Act security and (c)

execution registries in each of New Brunswick, Newfoundland and Labrador and Prince Edward

Island (executions in Nova Scotia would be disclosed in the personal property security registry

searches) (collectively, the “Search Results”). A copy of the Search Results is attached hereto

as Appendix “E”, and a list of the creditors set out therein is attached to the Inglis Affidavit as

Exhibit “B”.

42. The Monitor understands that the Applicants have served notice of the motion seeking

the Stay Extension and Priority Order on all of the parties disclosed in the Search Results.

SERVICE ON SHARED RISK PENSION PLAN

43. As described in paragraphs 32 through 37 of the Inglis Affidavit, on June 30, 2015, the

Superintendent appointed the Administrator as temporary administrator of the Shared Risk

Pension Plan. The Initial Order already provides that service on the beneficiaries of the Shared

Risk Pension Plan may be effected by service on the trustees thereof. Given that the

Administrator has now been appointed, it is reasonable and administratively efficient for the

Initial Order to be amended to provide that service may be made on the Administrator.

SALE OF THE SYDNEY PROPERTY AND DISTRIBUTION TO BDC

44. The Applicants are seeking an order authorizing them to remit to the Business

Development Bank of Canada (“BDC”) the proceeds of sale of 521 Prince Street, Sydney, Nova

Scotia (the “Sydney Property”), in exchange for BDC releasing its mortgage.

45. The Monitor has received an independent security opinion from Nova Scotia counsel,

Boyne Clark LLP, in respect of the security held by BDC (the “Security Opinion”). A copy of

the Security Opinion is attached hereto as Appendix “F”. The Security Opinion concludes that,

subject to the assumptions and limitations set out therein, the mortgage held by BDC is a valid,

enforceable and first priority fixed charge against the Sydney Property.

46. Accordingly, the Monitor supports the Applicants’ request for the proceeds of sale of the

Sydney Property to be remitted to BDC.

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MONITOR’S RECOMMENDATIONS

47. For the reasons set out in this First Report, the Monitor recommends that the Court grant

the Applicants’ request for:

a. an extension of the Stay Period until and including September 18, 2015;

b. an order granting priority to the Charges, on the terms set out in the draft Stay Extension and Priority Order;

c. an amendment to the Initial Order permitting service to the Shared Risk Pension Plan beneficiaries to be effected by service on the Administrator; and

d. authorization to pay to BDC the net proceeds from the sale of the Sydney Property.

All of which is respectively submitted to this Honourable Court this 16th day of July, 2015.

KPMG Inc., in its capacity as the Monitor of Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd.

Per: Carl Adjami Anamika Gadia Vice-President Partner

Appendix “A”

Appendix “B”

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

Telephone (416) 777-8500 Fax (416) 777-3364 Internet www.kpmg.ca

KPMG Inc. is a subsidiary of KPMG LLP, a Canadian limited liability partnership and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity.

Court File: MN73-15June 30, 2015

NOTICE TO CREDITORS

Re: Co-op Atlantic, Co-op Energy Ltd., and C A Realty Ltd. (collectively, the “Companies”)

On June 25, 2015, the Companies were granted an order (the “Initial Order”) by the Court of Queen’s Bench of New Brunswick (the “Court”) under the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the “CCAA”).

KPMG Inc. has been appointed as monitor in the Companies’ CCAA proceedings (the “Monitor”) pursuant to the Initial Order of the Court dated June 25, 2015.

The Initial Order provides for, among other things, a stay of proceedings until July 24, 2015 (the “Stay Period”). The Stay Period may be extended by the Court from time to time. The Companies are continuing to operate in the ordinary course pursuant to provisions of the Initial Order.

A copy of the Initial Order as well as the other materials filed in the CCAA proceedings may be obtained at http://www.kpmg.com/ca/coopatlantic.

Pursuant to the Initial Order, all persons having oral or written agreements with the Companies or statutory or regulatory mandates for the supply of goods and/or services, are hereby restrained until further Order of this Court from discontinuing, altering, interfering with or terminating the supply of such goods or services as may be required by the Companies, provided that the normal prices or charges for all such goods or services received after the date of this Initial Order are paid by the Companies in accordance with normal payment practices of the Companies or such other practices as may be agreed upon by the supplier or service provider and each of the Companies and the Monitor, or as may be ordered by this Court.

The Initial Order prohibits the Companies from making payments relating to the supply of goods or services prior to June 25, 2015, other than payments to certain parties specified in the Initial Order and in accordance with the Initial Order.

During the Stay Period, all parties are prohibited from commencing or continuing legal or enforcement actions against the Companies and all rights and remedies of any party against or in respect of the Companies or their assets are stayed and suspended except with the written consent of the Companies and the Monitor, or leave of the Court.

To date, no claims procedure has been approved by the Court and creditors are therefore not required to file a proof of claims at this time.

Page 2

If you have any questions regarding the foregoing or require further information, please consult the Monitor’s website http://www.kpmg.com/ca/coopatlantic or should you wish to speak to a representative of the Monitor, please contact George Bourikas by telephone at 1 855 393 3546 or by email at [email protected].

Yours very truly,

KPMG Inc.In its capacity as the Court-appointed Monitor of Co-op Atlantic, Co-op Energy Ltd., and C A Realty Ltd.

Per: Carl Adjami Vice President

KPMG inc. Bay Adelaide Centre 333 Bay Street, bureau 4600 Toronto (Ontario) M5H 2S5 Canada

Téléphone 416-777-8500 Télécopieur 416-777-3364 Internet www.kpmg.ca

KPMG inc. est une filiale de KPMG s.r.l./S.E.N.C.R.L., société canadienne à responsabilité limitée et cabinet membre du réseau KPMG de cabinets indépendants affiliés à KPMG International Cooperative (« KPMG International »), entité suisse.

Dossier de la Cour : MN73-15 Le 30 juin 2015 AVIS AUX CRÉANCIERS Objet : Coop Atlantique, Coop Énergie Ltée., et C A Realty Ltd. (collectivement, les « Compagnies ») Le 25 juin 2015, les Compagnies ont obtenu une ordonnance (l’« Ordonnance initiale ») par la Cour du Banc de la Reine du Nouveau-Brunswick (la « Cour ») en vertu de la Loi sur les arrangements avec les créanciers des compagnies, L.R.C. 1985, c. C-36, dans sa version modifiée (la « LACC »). KPMG inc. a été nommé contrôleur dans le cadre des procédures des Compagnies en vertu de la LACC (le « Contrôleur »), conformément à l’Ordonnance initiale de la Cour datée du 25 juin 2015. L’Ordonnance initiale prévoit, entre autres, une suspension des procédures jusqu’au 24 juillet 2015 (la « Période de suspension »). La Période de suspension peut à l’occasion être prolongée par la Cour. Les Compagnies poursuivent leurs activités dans le cours normal des affaires, conformément aux dispositions de l’Ordonnance initiale. Il est possible d’obtenir une copie de l’Ordonnance initiale ainsi que les autres documents déposés dans le cadre des procédures relatives à la LACC à l’adresse http://www.kpmg.com/ca/coopatlantic. Conformément à l’Ordonnance initiale, toute personne ayant des ententes verbales ou écrites avec les Compagnies ou des mandats statutaires ou réglementaires pour la fourniture de biens et/ou de services est, par les présentes, empêchée, jusqu’à ce qu’une nouvelle Ordonnance soit rendue par la Cour, d’interrompre, de modifier, de perturber ou de cesser la fourniture de tels biens ou services qui pourraient être requis par les Compagnies, tant que les prix ou les frais normaux pour lesdits biens ou services reçus après la date de l’Ordonnance initiale sont payés par les Compagnies, conformément aux pratiques de paiement normales des Compagnies ou autres pratiques convenues par le fournisseur de biens et/ou de services et par chacune des Compagnie et par le Contrôleur ou tel qu’ordonné par la Cour. L’Ordonnance initiale interdit aux Compagnies d’effectuer des paiements relatifs à la fourniture de biens ou de services ayant eu lieu avant le 25 juin 2015, autres que des paiements versés à certaines parties précisées dans l’Ordonnance initiale et conformément à celle-ci. Au cours de la Période de suspension, toute partie ne peut entreprendre ou poursuivre des recours légaux ou mettre en application des actions contre les Compagnies et tous les droits et recours de toute partie contre les Compagnies ou ses actifs sont suspendus, sauf avec l'autorisation écrite des Compagnies et du Contrôleur ou par une levée de la Cour.

Page 2 À ce jour, aucune procédure de réclamation n’a été approuvée par la Cour, de sorte que les créanciers ne sont pas tenus de déposer une preuve de réclamation à l’heure actuelle. Si vous avez des questions sur ce qui précède ou si vous avez besoin de renseignements supplémentaires, veuillez s’il-vous-plaît consulter le site Web du Contrôleur http://www.kpmg.com/ca/coopatlantic. Si vous désirez parler avec un représentant du Contrôleur, veuillez s’il-vous-plaît communiquer avec monsieur Mickael Marchand par téléphone au 1-855-393-3546 ou par courriel à l’adresse [email protected]. Cordiales salutations, KPMG inc. En sa qualité de Contrôleur nommé par la Cour de Coop Atlantique, Coop Énergie Ltée., et C A Realty Ltd. Par : Carl Adjami Vice-président

Appendix “C”

Page 1 of 1Globe2Go - The Globe and Mail Metro (Ontario Edition) - 2 Jul 2015 - Page #19

7/2/2015http://globe2go.newspaperdirect.com/epaper/services/OnlinePrintHandler.ashx?issue=18...

www.telegraphjournal.com Up-to-the-minute breaking news every dayC6 | Thursday, July 2, 2015

classifiedautomotive • recreational • realestate • merchandise • employment • education • opportunities • notices • services • announcements

toll free 1-888-738-5544 | local 633-6733 | email [email protected]

Word ad deadlines

Monday: Friday 5 p.m. | Tuesday: Monday 5 p.m.

Wednesday: Tuesday 5 p.m. | Thursday:Wednesday 5 p.m.

Friday: Thursday 5 p.m. | Saturday: Friday 2 p.m.

For Sale by OwnerCALL 1-800-561-7166

LAKEFRONT+/- 200 acres

Grand Lake, Cumberland Bayincludes old Farmhouse & large garage

Cad. $ 219.000.-for info email: [email protected]

ADULT MAIN LEVEL LIVING GARDENHOME FOR SALE : V I L LA R IDGEESTATES 17 CHRISTINA CRT SAINTJOHN EAST $135,900.00, NEG. GREATFOR SENIORS, RETIRED, EMPTYNEST, DOWNSIZING.Low Maintenance Fees ($55.00) permonth provides snow removal & LawnCare, Minutes to uptown Saint John,Malls, Rothesay Avenue By-Pass.Hardwood & Ceramic Floors on MainLevel, Basement Partially Finished, VaneeCentral Ventilation, Two Bedrooms, Lotsof Storage & Closet Space, Move inCondition, Heated with Electricity.FOR VIEWING CALL BRENDA 468-2105

OR DON 650-0295KIJIJI AD#104780222717 Allee Pierrot in Trois Ruisseaux

/ Cape Pele, NB. 160ft of Ocean frontProperty with Granite Sea Wall, Well,

Septic. 2 Bdrm fixer-upper cottagePaved Private road with yearly access.

$129,900. Call or text 902-448-0014

3 Tenant house for sale, 46 Victoria St.Saint John, 4 bdrms in each apt., washer,dryer, fridge and stove. Over $80,000spent on building recently, new windows,siding plumbing & electrical fully rentedwith $550.00/mth total being $1650.00tenant pays own heat & lights. Sale price$89,000.00 Phone 645-1995

Log Home on Head Pond, 15 minutesfrom Mactaquac park. 700 ft of waterfrontage, 8.5 acres, Garage, Shed &Green house, garden & fruit trees, recre-ational land, 3+ Bdrms, cathedral ceiling,wood / electric heat, walk out large base-ment with 9 ft ceilings, Call 506-575-8587,

Waterfront, 3 bdrm home on large treedserviced lot in Apohaqui Village, 5 milesfrom the Town of Sussex. Double car fullyequipped attached garage, spacious, pri-vate, well groomed grounds, professionallyappraised price. Contact: 506-650-9871.email: [email protected]

PRIVATE SALE: 2 Cottages (one price)new price, Mechanic Lake. 506 433-6781or 506 650-3469 (Cell) PRICED TO SELL

16 x 74 - 2009 Maple Leaf Mini HomeLarge open concept kitchen to living room3 bedrooms 2 bathrooms, ensuite inmaster, Stainless steel appliances,Venmar air exchange, Located minutesfrom township of Quispamsis, And ComexPark and Ride, $68,500.00. Contact653-7245. Kijiji # 1080070793

WATERFRONT near St. Andrews!2.84 acre lot registered in NB. View over-looks U.S.A, Campobello & Deer Islands.

on Glebe Rd, 18 Langmaid Lane. ForPurchase $130,000. or LEASE. Just 10 min.

from St. Andrews. Lot incl. 28x48 dry,insulated foundation; inspected, testedwith septic system in, building permit

approved ready to slide your home on.Well is 255 ft tested A1 with pump, tank,

all electrics & power. Beautiful ledge backof property. Call 529-4107 or 466-8556

Beautiful View of St John River, 5 minto Fredericton. Private, 3.4 acre lot with alarge Barn and House on 105 Carlisle Rd.Barn has housed horses, is presentlyused as a workshop. Double living room,Eat in kitchen, 4 bedroom, office/craftroom,1 1/2 Baths, Sunroom, and lots ofstorage. Ready for occupancy. Outsidepaint job or siding would make this abeautiful home. Priced to sell at $390.000Inquiries by phone 1-506-459-3479

CARS LAND

APARTMENTS FOR RENT

APARTMENTS FOR RENT

2012 Mustang GT, 5L convertible fullyloaded, only 26,000 K, Auto, Fordwarranty $32,500 506-608-7382

15 wooded acres in Zealand. $22,000 CAD860-423-1786 or 860-942-7414

email: [email protected]

90 acres wooded land for sale, Millstream,close to Sussex. Call 506 463-2751

Land for sale. Various sizes. 50 - 150 acrelots. 523-5244 or 523-9813 Jim.

APARTMENTS FOR RENT

2014 Honda Fit -White. Auto/cruise/air/tiltstereo/cd/mp3/bluetooth/power windowslocks/mirrors/remote keyless entry/all weather mats/spare tire &4 Blizzakwinter tires. 33,000km lots of warranty$16,900 506-468-9912

Garage SaleCALL 1-800-561-7166

BEAUTIFUL DELUXE UNITEllerdale St. ~ Available Now

very quiet location - Cat Friendly!Modern light fixtures. Crown moldings

throughout. Large baseboards/chairrails.Neutral colors. French doors throughout.

Hugh master suite, porcelain tile floors, etc

$1195. heat & storage included!(security deposit req)

ALSO available 1 & 2 bdrms from$600 monthly

SENIOR DISCOUNTS AVAILABLECall 721-7136

3 bdrm ground floor apt, WEST, hardwoodfloors, washer/dryer hookup, heat & waterincluded. No pets. $650/m. 674-1952

GARAGE &YARD SALES GARAGE &YARD SALESAUTOSWANTED

Looking for 1974 DeTomaso Pantera.Check with your family and friends.Call or text 506-650-7909

BreathtakingHarbour View

NEW 2 Bedrooms,Blue Rock Court with views ofHarbour / Partridge Island.

Appliances included and washer/dryer hook up. Free parkingfrom $825./m +heat and lights.

Call: 333-8700

AUTOMOTIVE SERVICES

Motor vehicle inspections,alternators, starters, radiators,mufflers, alignments, brakes,

exhaust &more

TRAILER & HITCH SALESSERvICE & InSTALLATIon

642-7034Days • 847-7224 Evenings

75 Rothesay Ave., Saint John, nB

HENDERSONAUTO SERVICE

7679163D

BLANCHARD PROPERTIESNO SECURITY DEPOSIT REQUIRED

(SOME EXCEPTIONS)Affordable, Clean, quiet,

Call 657-7133

South 173 St James 3rd. Floor2 bedroom with deck $640, Electric

Heat/lights, Hot Water Inc.506-657-7133

--------------------------------------------------North 9 Waring (end of Metcalf St)

2nd Floor, $620, 2 bedroomHeat/lights, Hot Water Inc.

506-657-7133--------------------------------------------------North 9 Waring (end of Metcalf St)

2nd Floor, bachlour, $500Heat/lights, Hot Water Inc.

506-657-7133

411 Ellerdale Street***3 Months Free Bus Pass*****Early Moving Incentive**2 bdrm $629 & 3 bdrm $719

* Free Parking * Utilities Extra *Call (506)721-1052 to view today!

155 Mystery Lake***3 Months Free Bus Pass*****Early Moving Incentive**

2 bdrm $619* Free Parking * Utilities Extra *

Call (506) 639-8573 to view today!1 - 23 Reading & 7 Roxbury***3 Months Free Bus Pass*****Early Moving Incentive**2 bdrm $649 & 3 bdrm $659*Heat & Hot Water Included

Call (506)721-1052 to view today!175 Britain Street

***ALL INCLUSIVE*****Early Moving Incentive**Bachelor $399 & 1 Bdrm $550

Call (506)721-1052 to view today!1 & 5 Alpha Place

***Early Moving Incentives***2 Bdrm $609

Call (506) 721-1052 to view today!

Saint John

ATVs

CATHEDRAL PLACENEWMODERNTOWNHOMES

NOW RENTINGA NEW URBAN VISION:MODERN BRIGHT & FRESH20Golding St.(Uptown Saint John)

Private landscaped courtyard, Individual unit entrances,Personal security video system, Oversize windows with customblinds, Private attached garage, Walk-in closets, Units with den,

office, rec and workout rooms, 6 modern appliancesincluding washer & dryer, Secure parking included.

Units starting at $850Call Jonathon at 645-7459www.cathedralplace.ca

7696

061D

Artic Cat 4 Wheeler, 2008 TRV 500,senior citizen owned and maintained,1,500 miles, many extras, $5,200 Call506-466-4953

EMPLOYMENT

Full Time Dental AssistantDowntown Saint John office reply to:Dr. Rob Fineberg, 66 Waterloo Street,

Saint John, NB, E2L 3P4

EDUCATION ANDTRAINING

Atlantic Canada’s LeadingPrivate Trades Training School

Register today for 2015 Fall Sessions

Opportunities are endless

Pre-employment Programs in:WeldingElectricalCarpentryPlumbing

Challenge BLOCK 1 upon completion ofprogram.

Contact us for more information506 853 8883

www.baytechcollege.ca120 English Drive, Moncton

CENTRAL SJBACHELOR 1, 2, 3 & 4bedrooms $395. - $735.

Call: 642-4957 (days)or 847-4595 (evenings)

TENDER/LEGAL NOTICES TENDER/LEGAL NOTICES

REAL ESTATE SALES

HOUSE FOR SALE$79,900

1100 sq ft, 2 or 3 bedroom, 1 1/2 bathbungalow with many upgrades on 1-ac lot.Centrally located at 49 Union Settlement Rd,Waterborough, NB, just off Rte 105 in cottagecountry near Grand Lake, 30 min from Sussex

or Oromocto.506-260-2030 [email protected]

We are currently lookingfor dairy farms with quota.

Contact The Fiddlehead Team

Linda Currie506-325-8654

Reg McElroy506-325-8631

1093 Rt. 617Hamtown Corner

260 acres with house,outbuildings and

sawmill.

213 Church St.Sackville

Approximately 370acre farm with milk

quota.

APARTMENTS FOR RENT

Heated ApartmentsBeautiful Bachelor, 1, 2 & 3 Bedroom Units

Featuring—HEAT, HOT WATER, HardwoodFloors, Security Locked Buildings, Off StreetParking and Laundry Room Facilities.

ON Site Superintendants and Maintenance Staffproviding our residents with service that is 2nd

to none!!

QUALITY LIVING AT A FANTASTIC LOWPRICE!!!

Currently featuring 2 bedroom units at $700.00HEAT & HOT WATER included.

Special Feature We have a great special for allof our residents who are seniors — Save $25.00

per month off on your rent.

ScottishEnterprises Ltd506-634-1613

CALL TODAY FOR YOURAPPOINTMENT TO SEE YOUR NEW

HOME (506) 634-1613

Or by contacting us via e-mail at:[email protected]

Park Place aPartmentsComfortable • Affordable • Maintenance Free

Bachelor $540 1 Bedroom $6152 Bedroom $665 3 Bedroom $730

Includes: Laundry facilities & private balconies

EAST: Near McAllister Mall, Schools, Churches

$50/month discount for Seniors2nd month FREE for New Tenants

PLEASE CALL 696-1440

7541

811D

PEACE OF MIND MANAGEMENT

Apartments AvailableThroughout Saint John

Bachelor, 1, 2, 3 BedroomAvailable

Select Units All Inclusive

Half Off To Full Month Off FirstMonth's Rent On Select PommApartments On A 1 Year Lease

With Full Damage Deposit!

Call Mindi 721-1166Mario 333-1900

www.pomm.ca

MILLIDGEVILLE, 2 Bedroom. NEWLYRENOVATED. $525 - $575. 343-6338

One bdrm apt across the road fromDominion Park Beach. Full view of beachand river, newly renovated. 506-672-3844

Call 1-800-561-7166 to book your ad today!

Looking for a new car? Classifieds can help!

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Page 1 of 1Globe2Go - The Globe and Mail Metro (Ontario Edition) - 9 Jul 2015 - Page #17

7/13/2015http://globe2go.newspaperdirect.com/epaper/services/OnlinePrintHandler.ashx?issue=1...

Thursday, July 9, 2015 | C9Telegraph-Journal

classified

For Sale by OwnerCALL 1-800-561-7166

Log Home on Head Pond, 15 minutesfrom Mactaquac park. 700 ft of waterfrontage, 8.5 acres, Garage, Shed &Green house, garden & fruit trees, recre-ational land, 3+ Bdrms, cathedral ceiling,wood / electric heat, walk out large base-ment with 9 ft ceilings, Call 506-575-8587,

16 x 74 - 2009 Maple Leaf Mini HomeLarge open concept kitchen to living room3 bedrooms 2 bathrooms, ensuite inmaster, Stainless steel appliances,Venmar air exchange, Located minutesfrom township of Quispamsis, And ComexPark and Ride, $68,500.00. Contact653-7245. Kijiji # 1080070793

PRIVATE SALE - House in sunnyMillidgeville, 86 Westminster Court,asking $249,900. 4 bdrm, 1 & 3/4 baths,lrg kitchen with 2 lrg pantries. Lrg cozyfamily room with propane fireplace.Updates since 2010 incl. roof, windows,garage door, venmar, decks, interior doors& more. See Kijiji ad # 1073504539 orCALL 652-8611

17 Allee Pierrot in Trois Ruisseaux/ Cape Pele, NB. 160ft of Ocean frontProperty with Granite Sea Wall, Well,

Septic. 2 Bdrm fixer-upper cottagePaved Private road with yearly access.

$129,900. Call or text 902-448-0014

3 Tenant house for sale, 46 Victoria St.Saint John, 4 bdrms in each apt., washer,dryer, fridge and stove. Over $80,000spent on building recently, new windows,siding plumbing & electrical fully rentedwith $550.00/mth total being $1650.00tenant pays own heat & lights. Sale price$89,000.00 Phone 645-1995

Waterfront, 3 bdrm home on large treedserviced lot in Apohaqui Village, 5 milesfrom the Town of Sussex. Double car fullyequipped attached garage, spacious, pri-vate, well groomed grounds, professionallyappraised price. Contact: 506-650-9871.email: [email protected]

WATERFRONT / OFF GRID home onOromocto Lake (Harvey). Never payanother power bill. Custom designed 4season cedar home with water, solar &wind energy sources. Main floor offersopen concept with greatroom / kitchen /dining room & also a Bdrm, Lrg bath &utility room. Loft includes master Bdrm &full ensuite. House lot is 1.48 acres with120 ft of waterfront & purchaser hasoption to buy 1.35 acres adjacent water-front lot. Asking $199,900. Phone(506)366-5051 or email:[email protected] for inquiries orviewings.

ADULT MAIN LEVEL LIVING GARDENHOME FOR SALE : V I L LA R IDGEESTATES 17 CHRISTINA CRT SAINTJOHN EAST $135,900.00, NEG. GREATFOR SENIORS, RETIRED, EMPTYNEST, DOWNSIZING.Low Maintenance Fees ($55.00) permonth provides snow removal & LawnCare, Minutes to uptown Saint John,Malls, Rothesay Avenue By-Pass.Hardwood & Ceramic Floors on MainLevel, Basement Partially Finished, VaneeCentral Ventilation, Two Bedrooms, Lotsof Storage & Closet Space, Move inCondition, Heated with Electricity.FOR VIEWING CALL BRENDA 468-2105

OR DON 650-0295KIJIJI AD#1047802227

PRIVATE SALE: Reduced price. 2 Cot-tages (one price) , Mechanic Lake. 506433-6781 or 506 650-3469 (Cell). $95,500

Beautiful View of St John River, 5 minto Fredericton. Private, 3.4 acre lot with alarge Barn and House on 105 Carlisle Rd.Barn has housed horses, is presentlyused as a workshop. Double living room,Eat in kitchen, 4 bedroom, office/craftroom,1 1/2 Baths, Sunroom, and lots ofstorage. Ready for occupancy. Outsidepaint job or siding would make this abeautiful home. Priced to sell at $390.000Inquiries by phone 1-506-459-3479

PRIVATE SALE: Reduced price. 2 Cot-tages (one price) , Mechanic Lake. 506433-6781 or 506 650-3469 (Cell). $95,500

High end middle unit garden home at14 Wellington Court in Quispamsis.Hardwood and ceramic throughoutwith two bedrooms, open conceptkitchen dining and living rooms. Propanefireplace in living room. Cabinets arestained dark with granite countertops inthe kitchen and both bathrooms.Master ensuite has a double vanity, airtub, stand-up tiled shower and walk-incloset. Main bath is three piece. Extralarge deck off of living room and masterbedroom. The basement has gyprock andinsulation on the exterior walls with a thirdbath rough in. Paved driveway hasbeen widened for a second vehicle.Additional pictures on Kijiji Ad#1084073361. $289,900. Call 636-1373for an appointment to view.

WATERFRONT near St. Andrews!2.84 acre lot registered in NB. View over-looks U.S.A, Campobello & Deer Islands.

on Glebe Rd, 18 Langmaid Lane. ForPurchase $130,000. or LEASE. Just 10 min.

from St. Andrews. Lot incl. 28x48 dry,insulated foundation; inspected, testedwith septic system in, building permit

approved ready to slide your home on.Well is 255 ft tested A1 with pump, tank,

all electrics & power. Beautiful ledge backof property. Call 529-4107 or 466-8556

LAKEFRONT+/- 200 acres

Grand Lake, Cumberland Bayincludes old Farmhouse & large garage

Cad. $ 219.000.-for info email: [email protected]

Garage SaleCALL 1-800-561-7166

EAST SJ GARAGE SALES Advertise your businessin the Classifieds!1-800-561-7166

Tabernacle Baptist ChurchFoot of Waterloo St.

Saturday July 11th, 8:30-2pm. Proceedsgo to Dominican Medical Mission.

GARAGE &YARD SALESGARAGE &YARD SALES

Pet CornerCALL 1-800-561-7166

Wilson's Farm(506) 450-3059

Boston Terrier, Chihuahua, Pug,German Shepherd, Golden Retriever,

Goldendoodle, Boxer, Bichon / Havanese,Jack Russell, Labradoodle, Maltese / Ha-vanese, Maltese, Yorkshire, Havanese,

Morkie

Vetted, Vaccinated, GuaranteedGov't Inspected, Licensed Kennel #0191

www.wilsonsfarms.webs.com

PROVINCE OF NEW BRUNSWICKCOUNTY OF KINGS

NOTICEOF SALETO: MATTHEW CHARLES GRANT,

original mortgagor and owner of theequity of redemption; NEW BRUNS-WICK HOUSING CORPORATION,subsequent mortgagee; and to all oth-ers whom it may concern.TAKE NOTICE that default having

been made in payment of the monies se-cured under a mortgage given by MAT-THEW CHARLES GRANT, dated May30, 2006 and registered in the Kings Coun-ty Land Titles Office on June 2, 2006 asNumber 22195490 in favour of BAYVIEWCREDIT UNION LIMITED, THEREWILL BE SOLD at public auction pursuantto the power of sale conferred by section44 of the Property Act, as amended or ex-tended by the said mortgage, for purposesof recovering the monies secured thereby,at the Saint John Law Courts, 10 Peel Pla-za, Saint John, NB, on the 30th day of July,2015 at the hour of 11:00 a.m., local time,those lands and premises being situate at9 Frazee Road, Carsonville, NB, identifiedas PID number 30183990 and having prop-erty account number 01039476, and beingmore particularly described in the saidmortgage, together with all the buildingsand rights associated therewith.

If a satisfactory offer is not received,the lands may be withdrawn from the saidsale and later sold privately without furthernotice.

DATED at Saint John, NB, this 25thday of June, 2015.

BRENTON KEAN75 Prince William Street, 4th FloorP.O. Box 6907Saint John, NBE2L 4S3(506) 633-2556Per: Timothy M. HopkinsSolicitors for the Mortgagee,BAYVIEW CREDIT UNIONLIMITED

INVITATIONTO TENDER

Sealed tenders will be received by A.D. FianderAssociates Ltd. on behalf of the Fundy TrailDevelopment Authority Inc. on the date andtime shown for the contract listed below.

CONTRACT FTDAI 15-003FUNDY TRAIL PARKWAYPARKING LOT 13 TO PARKING LOT 11TOP SURFACE – 2.6km(Aggregates, Guide Rail, Chip Seal)ST. JOHN COUNTYCLOSING DATE: JULY 29, 2015 AT 2:00 PMBID BOND: 10% OF TOTAL BID PRICE

Tender documents may be obtained after 10:00AM on July 13, 2015 only at the offices of A.D.Fiander Associates Ltd., 500 Beaverbrook Court,Suite 301, Fredericton, NB, E3B 5X4. Tel: 506-458-1530 upon receipt of a non-refundable fee of$150.00 (incl. HST) in the form of cash or chequemade payable to A.D. Fiander Associates Ltd.

New Brunswick Department of Transportationand Infrastructure Standard Specifications forHighway Construction will apply.

The lowest or any tender will not necessarily be accepted.

7827591D

Women’s large Incontinence Underwear,$50 Call 506-217-0075

Singer treadle sewing machine, $115. Call506-658-6402

Craftsmen Snowblower, 8 HP, 25 inch cut.works good, $250. 506-696-3788

GENERAL ITEMS OVER $500

Complete restaurant equipment,asking $30,000. Please call 506-608-7382

WANTEDTO BUY

TOP DOLLAR PAID FOREstates, Military Nautical

Items: Old Toys, Jewellery,Postcards;

ANYTHING OLDCall toll free:

1-877-562-3290

GENERAL ITEMS UNDER $500

GENERAL SERVICES

APPLIANCE haul away,yard & basementclean up,tree cutting Free estimates. 642-6546.

Large Casserole dish with a cover. $4506-642-4481

Dave's Junk RemovalInside & Outside, Demos of Small

Buildings, Decks, & trees.653-0026

Complete Bedroom Set $450 Call506-674-2526

School student desk, natural wood, sturdy,excellent cond. $40 Call 847-4942

FINANCIAL

Bee Sharp - Lawnmower TUNE- UPSOn-site service. Ph: Bee Sharp, 763-2817

COMMERCIAL, PRIVATE EQUITY,RESIDENTIAL MORTGAGES

SERVING ALL OF ATLANTIC

Office: 506-473-3115Toll Free: 1-844-473-3115

E Mail: [email protected]

NEED A MORTGAGE??

Antique heavily filigree cast iron fire placeinsert. Circa 1800. $350.00. 506-657-1604

Couch and high back chair, great condition,$150. Call 633-0832 or 608-1349

GUNS WANTEDI PAY CASH

for rifles, shotgunsand handguns

Call (506) 261-1848

PERSONALS

Psychic Tarot reader Chris BenoitSaint John call for appt. 506-608-6177

GENERAL NOTICES

Old Hutch Admiral Beatty good condition,$500. If interested call 506-333-3407.

DR. J. RYAN HARTLEN BSc (Hons), D.P.Experienced Podiatrist

Specializing in:Complete family foot careCustom cast foot orthoticsGeriatric foot careDiabetes foot care and educationHeel pain and sports injuriesIngrown toenail surgery

No Referral Necessary

14 King SquareAdmiral Beatty Complex

Saint John, NBE2L 1E5

(506) 657-FEET(506) 657-3338

www.pinnaclpodiatry.com

TENDER/LEGAL NOTICES

NOTICE OF MORTGAGE SALETO: Steven Charles Williams and Lynette Louise

Kingsley-Williams, Original Mortgagors; andAll Others to Whom it May Concern:

NOTICE IS HEREBY GIVEN that underand by virtue of a certain mortgage bearingthe date of May 15, 2013 and registered inthe Land Titles Office on May 22, 2013, asnumber 32685860 made by Steven CharlesWilliams and Lynette Louise Kingsley-Williams as Mortgagors, in favour of MCAPService Corporation as Mortgagee, and byvirtue of the Property Act, R.S.N.B. 1973Chap. P-19 and amendments thereto willfor the purpose of obtaining payment of themoney secured by the said mortgage, defaulthaving been made in the payment thereof,be sold at public auction on Thursday,July 16, 2015 at 9:30 a.m. at the Saint JohnCourthouse, Justice Building, 10 Peel Plaza,Saint John, New Brunswick, those landsand premises being situate at 30 KingshurstLane, Rothesay, New Brunswick, andidentified as PID No. 00237818.

TOGETHER WITH all the buildingsand improvements thereon, including anypersonal property, and the rights, privilegesand appurtenances thereto or any wayappertaining.

AND FURTHER NOTICE is hereby giventhat if a sufficient offer to purchase is notreceived for the said lands and premisesat such public auction the same may bewithdrawn from such sale and disposed ofby private contract without further noticegiven.

DATED at Dartmouth, Province of NovaScotia, this 12th day of June, 2015.

By: Ian D. Brown, lawyer forMCAP Service Corporation, the mortgagee

7787834D

TENDER/LEGAL NOTICES

NOTICE OFMORTGAGE SALE

To: Bradley Kori Blanchard, original mortgagor andowner of the equity of redemption; and to Bank ofMontreal, judgment creditor; and to all others whom itmay concern.

NOTICE IS HEREBY GIVEN that under and by virtueof a certain indenture of mortgage bearing date July 29,2011 and registered in the Land Titles Office – NewBrunswick (Charlotte County) on September 23, 2011as number 30635941 made between BRADLEY KORIBLANCHARD as mortgagor, and THE TORONTO-DOMINION BANK as mortgagee, and under and byvirtue of the Property Act, R.S.N.B. 1973, c. P-19, asamended, there will for the purpose of obtaining paymentof monies secured by the said indenture of mortgage,default having been made in the payment thereof, besold at public auction at the front lobby of the Saint JohnLaw Courts, 10 Peel Plaza, Saint John, New Brunswickon Wednesday, July 29, 2015 at the hour of 11:00 a.m.,local time, the lands and premises situate at 378 Route176, Pennfield, in the County of Charlotte and Province ofNew Brunswick, and being identified as PIDs 15100142and 1230457.

TOGETHER with all the buildings and improvementsthereon and the privileges and appurtenances theretobelonging or in any way appertaining.

FURTHER NOTICE is hereby given that if a sufficientoffer of purchase is not received for the said lands andpremises at the said public auction the same may bewithdrawn from said sale and may be disposed of byprivate contract without further notice given.

DATED at Saint John, N.B. this 15th day of June, 2015.

McInnes CooperSuite 1700 Brunswick Square1 Germain Street, PO Box 6370Saint John NB E2L 4R8Phone: (506) 643-6500Per: R. Scott WilsonSolicitors for the MortgageeThe Toronto-Dominion Bank

7794683D

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Appendix “D”

Appendix DUnaudited - Prepared by Management

1 2 3 4 5 6 7 8 9 10 Total Week Ending 17-Jul 24-Jul 31-Jul 7-Aug 14-Aug 21-Aug 28-Aug 4-Sep 11-Sep 18-Sep 10 weeks

Cash ReceiptsAccounts Receivable Collections 4,005 4,392 5,409 4,370 2,695 3,187 3,133 3,080 3,689 3,689 37,649 Other Receipts 218 - - - - - - - - - 218 Total Cash Receipts 4,223 4,392 5,409 4,370 2,695 3,187 3,133 3,080 3,689 3,689 37,867

Cash DisbursementsSuppliers 5,643 3,984 3,504 3,451 3,400 3,148 3,445 2,640 3,487 2,920 35,621 Rent and Operating Costs 734 274 259 556 259 259 259 556 209 209 3,575 Payroll and Benefits 672 2,259 174 441 167 441 51 441 154 441 5,239 Tax Remittances 310 1,495 440 - - - - 182 - - 2,427 Professional Fees - 600 575 200 200 200 200 200 200 200 2,575 Other Disbursements 652 218 - - - - - - - - 870 Total Cash Disbursements 8,010 8,829 4,951 4,649 4,026 4,048 3,955 4,018 4,050 3,770 50,307

Net Cash Flow (3,787) (4,438) 458 (279) (1,331) (861) (822) (938) (361) (81) (12,440)

Cash & Equivalents PositionOpening Cash Position 4,687 900 (3,538) (3,080) (3,359) (4,690) (5,551) (6,373) (7,311) (7,672) 4,687 Net Cash Flow (3,787) (4,438) 458 (279) (1,331) (861) (822) (938) (361) (81) (12,440) Closing Cash Position 900 (3,538) (3,080) (3,359) (4,690) (5,551) (6,373) (7,311) (7,672) (7,753) (7,753)

Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd. (collectively, the "Applicants")Updated Cash Flow Forecast for the period July 11 to September 18, 2015in CAD $000's

To be read in conjunction with the attached Summary of Notes and Assumptions

Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd. (collectively, the “Applicants”) Updated Cash Flow Forecast Summary of Notes and Assumptions

1. The Updated Cash Flow Forecast has been prepared by the Applicants, with the assistance of the Monitor, based on unaudited information solely for the purpose of projecting the cash receipts and disbursements of the Applicants during the CCAA Proceedings. The Updated Cash Flow Forecast is presented on a weekly basis for the period July 11, 2015 to September 18, 2015 (the “Cash Flow Period”).

2. The Updated Cash Flow Forecast has been prepared primarily based on historical trends and Senior Management’s current forecast expectations, updated based on experience since the commencement of the CCAA Proceedings. The actual timing and amount of receipts and disbursements may vary from forecast and the variances may be material.

3. The Updated Cash Flow Forecast is presented in thousands of Canadian dollars.

4. The Applicants’ opening cash position as at July 11, 2015 totaled approximately $4.7 million, excluding the $1.6 million drawn at the date of the CCAA filing under the now terminated operating loan with the National Bank of Canada (“National Bank”).

5. Accounts receivable collections are based on historical and projected sales and are assumed to be collected in accordance with the Applicants’ existing terms as well as past practice. These receipts also include collections related to property management fees, delivery charges, country store sales and other miscellaneous revenue earned by the Applicants.

6. Other receipts relate to amounts that are projected to be collected by the Applicants pursuant to a transitional services agreement (“TSA”) with Sobeys.

7. The payments to suppliers include payments for inventory and services relating to the Applicants’ agriculture and energy businesses.

8. The Updated Cash Flow Forecast assumes that rent is paid at the beginning of the month during the CCAA Proceedings and forecast amounts consider the Applicants’ intentions to vacate certain premises. Rent costs include the Company’s head office, distribution warehouses, farm stores and corporate food store locations in liquidation.

9. Operating costs include equipment lease payments, utilities, other occupancy costs, delivery costs and miscellaneous operating costs.

10. Payroll and benefits relate to the Applicants’ remaining agriculture and energy businesses and also include severance payments and vacation arrears owed to employees terminated following the commencement of the CCAA Proceedings.

11. Tax remittances include HST and other provincial taxes, including bottle, petroleum and tobacco taxes, accrued subsequent to the commencement of the CCAA Proceedings or that have accrued prior the CCAA Proceedings but come due after the date of the CCAA filing.

12. Professional fees include payments to the Applicants’ legal counsel and other advisors, the Monitor and its counsel, as well as the National Bank’s legal counsel and financial advisor.

13. Other disbursements include certain costs to be paid in relation to the above noted TSA as well as the payments to Sobeys of certain food and gas-related accounts receivable that have been collected by the Applicants on behalf of Sobeys.

Appendix “E”

SEARCH SUMMARY

WITH RESPECT TO

CO-OP ATLANTIC CO-OP ATLANTIQUE

1. CORPORATE SEARCHES

Our search on December 30, 2014 at the office of Industry Canada, Ottawa (the “Ottawa Ministry”) disclosed that Co-op Atlantic Co-op Atlantique (Federal Corporation No. 4465580) (“Co-op”) was formed by amalgamation under the laws of Canada on January 26, 2008. Co-op was formed by the amalgamation of the following corporations to continue as Co-op:

(a) Co-op Atlantic Co-op Atlantique (Federal Corporation No. 128406); and

(b) Consumers Community Co-operative Coopérative de consommation communautaire (Federal Corporation No. 3790215).

*Please note that we have not conducted searches against the above predecessor entities.

The online corporate report issued by the Ottawa Ministry on December 30, 2014 disclosed the following information:

a. The registered office address of Co-op is located at:

123 Halifax Street, P.O. Box: 750, Moncton, NB E1C 8N5.

b. The following persons are listed as directors of Co-op:

Mary Macdonald Michael Oulton George Trueman Margaret Herbert Bertha Campbell Adelard Cormier Marcel Garvie Wayne Lee.

c. The last annual filing for Co-op was filed for the following year:

2013.

CURRENT EXTRA-PROVINCIAL FILINGS

MANITOBA

Our search on December 30, 2014 of the online corporate records of the Province of

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Manitoba (the “MB Registry”) disclosed that Co-op (MB Corporate No.: 5984506) was extra-provincially registered to conduct business under the laws of the Province of Manitoba on November 24, 2009.

The online corporation report issued by the MB Registry on December 30, 2014, disclosed the following information:

a. The last document filed was an annual return 2014, filed on April 25, 2014 at the MB Registry.

b. The registered office/mailing address of Co-op is located at:

123 Halifax Street, PO Box 750, Moncton, NB E1C 8N5.

c. The attorney/address for service of Co-op in MB is as follows:

Donald G. Doulas, Thompson Dorfman Sweatman LLP, 2200-201 Portage Ave., Winnipeg, MB R3B 3L3.

d. The nature of business for Co-op is listed as:

Wholesaler.

e. The following persons are listed as directors of Co-op:

Bertha Campbell Adelard Cormier Mary MacDonald Michael Oulton George Trueman Wayne Lee Maggie Herbert Reginald Larocque.

f. The following persons are listed as officers of Co-op:

Bertha Campbell - President Leo Leblanc - Secretary.

NOVA SCOTIA

Our search on December 30, 2014 of the online corporate records of the Province of Nova Scotia (the “NS Registry”) disclosed that Co-op (NS Registry ID. 3229088) was extra-provincially registered to conduct business under the laws of the Province of Nova Scotia on June 13, 2008.

The online corporation report issued by the NS Registry on December 30, 2014, disclosed the following information:

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a. The last document filed was an annual statement, filed on January 7, 2014 at the NS Registry.

b. The registered office address of Co-op is located at:

123 Halifax Street, Moncton, NB E1C 8N5.

c. The mailing address of Co-op is located at:

PO Box 750, Moncton, NB E1C 8N5.

d. The nature of business for Co-op is listed as:

Retail Grocery, General Merchandise, Tobacco & Petroleum Products.

e. The recognized agent address for Co-op in NS is as follows:

Shelley Baker, 100 Spruce Haven Drive, Apt 4, Sydney, NS B1S 2L8.

f. The following persons are listed as directors of Co-op:

Wayne Lee Mary MacDonald George Trueman Michael Oulton Reginald Larocque Bertha Campbell Maggie Herbert Adelard Cormier.

g. The following persons are listed as officers of Co-op:

Bertha Campbell - President Adelane Cormier - 1st Vice President Wayne Lee - 2nd Vice President.

h. The following entities are related registrations of Co-op in Nova Scotia:

Valufoods Rite Stop Convenience Stores Co-op Fuels.

NEW BRUNSWICK

Our search on December 30, 2014 of the online corporate records of the Province of New Brunswick (the “NB Registry”) disclosed that Co-op (NB Corporate No.: 639009) was extra-provincially registered to conduct business under the laws of the Province of New Brunswick on June 20, 2008.

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The online corporation report issued by the NB Registry on December 30, 2014, disclosed the following information:

a. The last annual return was filed for 2014 at the NB Registry.

b. The registered office address of Co-op is located at:


c. The mailing address of Co-op is located at:

Leo LeBlanc McEwen Center, 123 Halifax Street, Post Office Box 750, Stn LCD 1, Moncton NB E1C 8N5.

d. The agent address for Co-op in NB is as follows:

Denise A. LeBlanc, Leo LeBlanc McEwen, 123 Halifax Street, PO Box 750, Moncton NB E1C 8N5.

e. The following persons are listed as directors of Co-op:

Adelard Cormier Alex Henderson Margaret Herbert Sirl Jackson-Wood Reginald Larocque Wayne Lee Mary MacDonald Michael Oulton.

f. The following entities are business name registrations of Co-op in New Brunswick:

APHL (NB Corporate No.: 642627) Atlantic Peoples Housing (NB Corporate No.: 642628) Avide Design Build (NB Corporate No.: 643379) Avide Property Management (NB Corporate No.: 641066) Co-Op Fuels (NB Corporate No.: 331440) Conception-Construction Avide (NB Corporate No.: 643378) Rite Stop Convenience Stores (NB Corporate No.: 641931).

NEWFOUNDLAND AND LABRADOR

Our search on December 30, 2014 of the online corporate records of the Province of Newfoundland and Labrador (the “NL Registry”) disclosed that Co-op (NL Corporate No.: 58518) was extra-provincially registered to conduct business under the laws of the Province of Newfoundland and Labrador on July 18, 2008.

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The online corporation report issued by the NL Registry on December 30, 2014, disclosed the following information:

a. The last annual return was filed on December 31, 2013 at the NL Registry.

b. The registered office address of Co-op in NL is located at:

McInnes Cooper, P.O. Box 5939, 5th Floor, 10 Fort William Place, St. John’s, NL A1C 5X4.

c. The registered office address of Co-op outside NL is located at:

123 Halifax Street, P.O. Box 759, Moncton, NB E1C 8N5.

d. Co-op appears to be active and in good standing.

PRINCE EDWARD ISLAND

Our search on December 30, 2014 of the online corporate records of the Province of Prince Edward Island (the “PEI Registry”) disclosed that Co-op (PEI Registration No. 20461) was extra-provincially registered to conduct business under the laws of the Province of Prince Edward Island on June 19, 1968 and expires on July 19, 2015.

The online corporation report issued by the PEI Registry on December 30, 2014, disclosed the following information:

a. The registered office address of Co-op is located at:

PO Box 750, Moncton, NB E1C 8N5.

b. The following trade names are registered by Co-op:

Co-Op Fuels Rite Stop Convenience Stores Paoli’s Wharf Atlantic Peoples Housing.

c. The nature of business for Co-op is listed as:

Sales in feed, hardware and building supplies, food agricultural products and farm chemicals, grocery and petroleum, property management and land development.

I. MANITOBA

1. PERSONAL PROPERTY SECURITY ACT (Manitoba) - File Currency: December 30, 2014

(a) Co-op Atlantic Co-op Atlantique; Co-op Atlantic; and Co-op Atlantique

Secured Party(ies) Debtor(s) Registration Number (Registration Period) General Collateral Description

Amendments/Assignments Discharges/Renewals

Transfers/Subordinations

There were no registrations disclosed.

2. COMMERCIAL SEARCHES


Search Conducted Location Result

1. Bankruptcy and Insolvency Act (Canada) (included in the court searches)

(a) Canada Wide Search (Official Receiver Search) (b) Companies' Creditors Arrangement Act (c) Winnipeg, Manitoba

(a) Clear as of December 24, 2014 (b) Clear as of December 24, 2014 (c) Clear as of December 1, 2014 (please note that the file currency in fact reads: “Dec, 2014”. Out of an abundance of caution, we are reporting the currency as Dec 1, 2014)

2. Section 427 Bank Act (Canada) Manitoba Registrations only Clear as of December 30, 2014

3. Executions Act (Manitoba) Province-wide Not Searched

4. Litigation (includes bankruptcy) Province-wide Clear as of December 1, 2014 (please note that the file currency in fact reads: “Dec, 2014”. Out of an abundance of caution, we are reporting the currency as Dec 1, 2014)

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II. NOVA SCOTIA

1. PERSONAL PROPERTY SECURITY ACT (Nova Scotia) - File Currency: June 26, 2015 (Please note that Nova Scotia PPSA searches would disclose any Executions and local Bankruptcy filings made against the debtor)

(a) Co-op Atlantic




1. PHH Vehicle Management Services Inc. (2233 Argentia Road, Suite 400, Mississauga, ON L5N 2X7)

Co-op Atlantic

Co-op Atlantique

Co-op Atlantic/Co-op Atlantique

Maximum Alarm & Security Inc.

Avide Developments Inc.

CO-OP Fuels Ltd.

MacLeod's Wholesale Limited

Regn No.: 13933 Regn Date: Nov. 4, 1997 Expiry Date: Nov. 4, 2017

Expiry date includes renewals

General Collateral: All present and future motor vehicles (including, without limitation, passenger automobiles, trucks, truck tractors, truck trailers, truck chassis or truck bodies), automotive equipment (including, without limitation, trailers, boxes and refrigeration units) and materials-handling equipment leased from time to time by the secured party to the debtor, together with all present and future attachments, accessions, appurtenances, accesories (sic) and replacement parts, and all proceeds of or relating to any of the foregoing

Serial Numbered Collateral: 2006 Frei Conventional Chassis, 1FUJA6CK86LW73832 2006 Frei Conventional Chassis, 1FVHA6CG26LW73833 2006 Freight Conventional Chassis, 1FUJA6CK86LW73832 2006 Freight Conventional Chassis, 1FVHA6CG26LW73833 2006 Freightliner Conventional Chasis (sic), 1FUJA6CK86LW73832 2006 Freightliner Conventional Chasis (sic), 1FVHA6CG26LW73833 2013 Peterbuilt 386, 1NPHDP0X0ED215125 2011 Subaru Legacy, 4S3BMGA68B3215717 2011 Subaru Legacy, 4S3BMGA6XB3249674 2012 Toyota Camry, 4T1BD1FK0CU009138 2009 Toyota Camry, 4T1BE46KX9U914008

Amended by 4904063 on January 3,2002

Amendment to add additional debtors

Renewed by 5996899 on October 8, 2002

Renewal included in expiry date

Amended by 7099203 on July 23, 2003

Amendment to change the address of the secured party

Amended by 7717072 on January 8, 2004


Amended by 11834421 on December 5, 2006

Amendment to add serial numbered collateral

Amended by 12294237 on April 16, 2007




Amended by 14554323 on October 17,

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2008


Amended by 16708513 on May 26, 2010

Amendment to delete certain serial numbered collateral



Amended by 21383724 on June 17, 2013


2. Farm Credit Canada (1133 St. George Blvd., Moncton, NB E1E 4E1)

Co-op Atlantique

Co-op Atlantic


Regn No.: 1187913 Regn Date: Dec. 12, 1998 Expiry Date: Dec. 2, 2018


General Collateral: All of the Debtor's present and after-acquired personal property and assets situate at and/or used in connection with the Debtor's feed mill at Commercial Street, New Minas, Nova Scotia on lands and premises more particularly described in Schedule "A" to a mortgage in favour of the Secured Party dated November 24, 1998 and registered at the Registry of Deeds for Kings County, Nova Scotia on November 26, 1998 in Book 1168 at Page 629, including, but without limiting the generality of the foregoing, all accessions, accounts, buildings, building materials, chattel paper, crops, documents of title, equipment, fixtures, goods, instruments, intangibles, inventory, licences, livestock, money, securities, and all proceeds thereof and further including, without limitation, the following personal property located at the Debtor's said feed mill at Commercial Street, New Minas, Nova Scotia:

Quantity Description Manufacturer Model S / N

1 F Feed Mill 17244 SF 4 Storey Steel, Concrete

Renewed by 8988447 on November 25, 2004





Amendment to add an additional debtor and to change the address of the secured party

Renewed by 18284711 on July 5, 2011


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Block,, Metal Clad 1 Addition to Construction Addition to Construction - Electrical 1 Grinding & Mixing Turnhead 1 Lot of Tanks & Pumps 1 Tallow System / Tanks & Pumps Special 1 Hammermill (Pulverator) Jacobson P241 30074 1 Pellet Crumbler Sprout Waldron 100 68-240 1 Pellet Crumbler Sprout Waldron 100 68-448 1 Pump Molasses w / Drive Viking HX4 115 1 Pump Molasses w / Drive Viking HX4 116 1 Screw Conveyor 12'DX30'L 1 Screw Conveyor / Rail Unload 12'DX30'L 1 Screw Conveyor 10'DX20'L 1 Screw Conveyor 10'DX30'L 1 Molasses System / Tanks & Pumps Special 1 Flow Meter Molasses / Piping Neptune 1 Manlift Elevator 70' High Strong-Scott 1 Manlift Elevator Strong-Scott 1 Fat Coating System 1 Bucket Elevator / 48'/ 1-Leg 6X24 Strong-Scott 24X6 1 Bucket Elevator / 85'/ 2-Leg 8X8 Strong-Scott 2474 1 Bucket Elevator / 88'/ 2-Leg 8X12 Strong-Scott 2495 1 Bucket Elevator / 28'/ 2-Leg 8X8 Strong-Scott 2410S 1 Bucket Elevator / 48'/ 1-Leg 8X24 Strong-Scott 24X6 1 Bucket Elevator / 85'/ 2-Leg 8X8 Strong-Scott 2474 1 Bucket Elevator / 36'/ 2-Leg 8X8 Strong-Scott 2474 1 Bucket Elevator / 86'/ 2-Leg 8X8 Strong-Scott 2485 1 Bucket Elevator / 88'/ Leg 8X8 Strong-Scott 2485 1 Bucket Elevator / 86'/ 2-Leg 8X8 Strong-Scott 2485 1 Bucket Elevator / 90'/ 2-Leg 8X12 Strong-Scott 2410S 1 Bucket Elevator / 80'/ 2-Leg 8X12 Strong-Scott 2410S 1 Lot of Distribution Spouting

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1 Truck Scale / Controls & Printer East Cost Scale MV5050 1 Hammermill w / Accessories Sprout Bauer 43123 1 Mixer Double w / Surge Bin Omega Machinery 1 Hammermill Controls 1 Roller Cleaning Bin 1 Pellet Cooler / Double Pass Kopper's Co. DP 515 84-0098 1 Shaker Sifter 32X32X32 Sprout Waldron 111 68-244 1 Roller Mill Roskamp MOD K8705 1 Grain Cleaner "Clipper" A.T. Ferrell Super 22 2988 1 Corn Cutter / Spouting 14'WX16' Kelly Duplex 58870 1 Dust Collector / 4750 SCFM Strong-Scott F2E 1 Scale Platform / Dial - Type Avery 3213BOE S663152 1 Hydraulic Power Unit / 25 HP Sperry Vickers B-60-Y-J SW09147-1 1 Oat Huller & Cleaner Kelly Duplex 19 Screw Conveyors Under Bins 9'DX5'L 1 Chart Recorder / Circular / 3-Pen Bristol 3UA500-2 78-0-616 1 Control Cabinet / Batch Mixing 5'X8'X6' Repete 1 Fat Coater / Hopper & Screw Strong-Scott 1 Control Panel-Board / Production Beta Corporation 1 Scale Weighbridge & Hopper Howe Richardson 1 Ventilation Equipment AGRI Enterprise 1 Boiler Load-Out System 1 Batching Processor & Controls Repete 1 Pellet Mill w / Vari-Feeder Sprout-Waldron 21W-ACE 84-468 1 Pellet Mill Size 6 / Vari Feeder Sprout-Waldron 501-148 68-424 1 Control Panel Board / Fat-Coater Beta Corporation 2 1 Molasses Control System Beta Corporation 231-765 1 Bag Closer / 2-Head / Conveyor Fischbein 10300

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1 Bagging Scale w / Hopper Howe-Richardson GIT-140 GR332 1 GRP of 2 Feed Bins / Base 1 Blender Molasses w / Options 1 Bag Coder / Non Contact System Videojet Excel 89B27002 1 Bagging Scale Express-Scale G-B-32 028953 1 Scale Platform / Digital-Type Howe-Richardson HR605401 91E67655 1 Cyclone / Dust Collector 46'DX12'H 1 Screw Conveyor / Over Elevator 10'DX25'L 1 Screw Conveyor / Over Bins 10'DX40'L 1 Cyclone / Dust Collector 54'DX16'H Sprout Waldron 1 Cyclone / Dust Collector 54'DX18'H Sprout Waldron 1 Cyclone / Dust Collector 48'DX12'H 1 Cyclone / Dust Collector 48'DX12'H 1 Cyclone / Dust Collector 48'DX12'H 1 Blower / 30 HP Drive 30'X5' Penu-Vac 1 Blower / 30 HP Drive 30'X5' Penu-Vac 1 Grain Distributor / 6 Duct Strong-Scott 6-H-50 1 Grain Distributor / 16 Duct Strong-Scott 16-H-50M 1 Grain Distributor / 16 Duct Strong-Scott 16-H-50M 1 Grain Distributor / 12 Duct Strong-Scott 12-H-50 1 Grain Distributor / 9 Duct Strong-Scott 9-H-50 1 Grain Distributor / 9 Duct Strong-Scott 9-H-50 1 Grain Distributor / 9 Duct Strong-Scott 9-H-50 1 Grain Distributor / 6 Duct Strong-Scott 9-H-50 1 Grain Distributor / 6 Duct Strong-Scott 6-H-50 1 Scalper / 2-Screen / Spouting Sprout Waldron 12X5 1 Screw Conveyor 10'DX40'L 1 Airlock / 1.5 HP 4X10 Sprout Waldron 1 Airlock / 1.5 HP 4X10 Sprout Waldron 1 Airlock / 1.5 HP 4X10 Sprout Waldron 1 Grinding / Mixing Turnhead Turnheads for Pellet Mill 1 Drag Conveyor 1 Pressure Vessel

- 7 -




1 Fat Distribution System 1 Processor Allen Bradley 525 Turnheads for Pellet Mill 1 Fat Distribution System 1 Grain Receiving Auger & System Improve 1 Variable Speed Drive for S/S Rec. Auger 1 Bin Replacement 1 Wholewheat Bin & Addition System 1 Auger, From Receiving to Load Out 1 Panel View & Air Cylinder 1 Air Compressor, w / 25 HP Motor 1 Cooling System 1 Triple Beam Balance Ohaus 2610 1 Pellet Tester w / Seive Holmen 1 Power Feed Wiring 1 Addition to Power Feed Wiring 1 Warehouse 11052 SF 1 Storey Concrete Block, Steel Frame 1 Addition to Construction 1 Lot of Pallet Racking Redi Rack 1 Lot of Minor Equipment / Pallets etc. 1 Lot of Maintenance Tools 1 Warehouse Racking 1 Bag Flattener / Side Shift Union Camp Corp. 1 Scale Platform / 125# Toledo 2071 49430 1 Bag Coder 1 Air Compressor / 2-Stage / 7.5 HP Champion 1 Air Dryer / 40 SCFM Norgren BIC-100 19697 1 Forklift Truck / 3000 H/LPG Toyota 423FGC15 403FCC151 1 Forklift Truck / 4000 H/LPG Caterpillar T40B 1 Office 1080 SF 1 Storey Frame 1 Lot of Office Furniture 1 Lot of Office Furniture 1 Floor Safe 36X36X36 Osmond O'Brien 1 Furniture & Furnishings 1 Filing Cabinet 1 Rotary Duplicator Rex 1050 1 Typewriter Electric Aldergabriel 5000

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1 Typewriter 92406582 1 Addressograph Pitney-Bowes 8700 8127 1 Lot of Desktop Calculators 1 Bar Printer for Scale East Coast Scale MP760 1 Photocopier Sharp 1 Photocopier Sharp SF7760 76416185 1 Facsimile Machine 1 Telephone System 1 Typewriter Electronic 1 Photocopier 1 Computer Equipment 1 Computer System Burroughs 1 Grp of 2 Modems Kaytronics Inc. MT224-E4 986483-4 1 Printer Dot Raven PR9101 AD10715OD 1 Personal Computer w / Colour Monitor Compaq Deskpro 286E 1 Moisture Meter Conuclear Ltd. 919 10305 1 Moisture Meter Conuclear Ltd. 919 780 1 Set of Brass Seives 1 Microscope w / Light & Transf . Ulimex 34838 1 Warehouse 3038 SF 1 Storey Frame 1 Scale w/Printer / Dig.-Type Teraoka SDK30-28 30310 1 Boiler House 3540 SF 1 Storey Steel 1 Addition to Construction 1 General Plant Equipment 1 Water Treatment System 1 Condensate Tank w/Pump 1 Water Softening System Lindsay 1 Package Boiler w / Blowdown TK Powermaster JL 7012006 1 Package Boiler w / Piping etc. Cleaver Brooks CBH100-1 S-65735 1 Press Hydraulic 20-Ton Special 1 Oxyacetylene Welding Kit 1 Pipe-Threader / Cart & Access. Ridgid 602 1 Table Saw 10" Diameter Rockwell Delta 1 Cut-Off Saw Shur Lift Ind. Stand-16 2643

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1 Grinder Bench-Type / 2-Head 6" Diameter Millers Falls 9534 1 Arc Welder / AC-DC Miller 250P C090647 1 Lot of Small Tools, Vice, etc. 1 Washer Degreaser / Small Parts Snap-On Tools CYON 132 10831004 1 Drill Press Rockwell 15-240 72008 1 Arc Welder / AC-DC / Accessories Miller MAT1C200 KB0890649 1 High Pressure Washer 1 Railroad Siding 550 Ft. 1 Continuous Dryer w / Burner etc. Behlen M700 1 Bucket Elevator / 55" / 2-Leg 12"X16" 1 Silo Grain Storage w / SC Converter Clayton Lambert HT17-13 1 Silo Grain Stor. w / SC Converter 27'DX40'H Butler #114 1 Silo Grain Storage 27'DX40'H Butler #115 1 Silo Grain Storage 19'DX18'H Butler #106 1 Silo Grain Storage 19'DX18'H Butler #107 1 Silo Grain Storage 21'DX32'H Butler #112 1 Silo Grain Storage 21'DX32'H Butler #113 1 Silo Grain Storage / Converter 27'DX40'H Butler #116 1 Silo Grain Storage 12'DX32'H Westeel Rosco #104 1 Silo Grain Storage 12'DX32'H Westeel Rosco #105 1 Silo Grain Storage 10'DX40'H Welded Steel 1 Silo Grain Storage 10'DX40'H Welded Steel 1 Silo Grain Storage 10'DX40'H Welded Steel 1 Silo Grain Storage 10'DX40'H Welded Steel 1 Silo Grain Storage 6'DX40'H Welded Steel 1 Silo Grain Storage 6'DX40'H Welded Steel 1 Silo Grain Storage 6'DX40'H Welded Steel 1 Silo Grain Storage 6'DX40'H Welded Steel 1 Silo Grain Storage 6'DX40'H Welded Steel 1 Silo Grain Storage 6'DX40'H Welded Steel 1 Silo Grain Storage 6'DX40'H Welded Steel 1 Silo Grain Storage 6'DX40'H Welded Steel 1 Silo Grain Storage / Hopper 9'DX30'H Victoria

- 10 -




1 Silo Grain Storage / Hopper 9'DX30'H Victoria 1 Silo Grain Storage / Hopper 9'DX30'H Victoria #V-96 1 Silo Grain Storage / Hopper 9'DX30'H Victoria #V-96 1 Screw Conveyor Over Bins 10'DX100'L 1 Silo Grain Storage / Hopper 6'DX10'L Butler 1 Silo Grain Storage / Hopper 6'DX10'L Butler 1 Screw Conveyor Bins Bottom 10'DX16'L 1 Screw Conveyor Bins Bottom 10'DX16'L 1 Screw Conveyor Over Bins 11'DX35'L 1 Screw Conveyor Over Bins 11'DX60'L 1 Screw Conveyor Over Bins 11'DX25'L 1 Screw Conveyor Over Bins 11'DX30'L 1 Bucket Elevator / 110 1/2 - Leg 12'X16' 1 Corn Cleaner 1 Fill Hopper 1 Computerized Weigh Scale 1 Railcar Puller Renold 12-1709 1 Tallow Tank w / Accessories 1 Tank Fuel 1 Truck Scale 1 Truck Scale 1 Hygrothermograph 8368-00 109155 1 Breaker Panel 600 AMP 1 Motor Control Center w / Breaker 1 Silo 1 Storey Reinforced Concrete

- 11 -





Co-Op Atlantic/Co-Op Atlantique

Co-Op Atlantic

Co-Op Atlantique

Regn No.: 3433886 Regn Date: Oct. 16, 2000 Expiry Date: Oct. 16, 2017


General Collateral: A security interest is taken in all of the debtor's present and after acquired personal property situate at and/or used in connection with the operation of the debtor's feed mill situate at lands and premises municipally known as civic number 341 Willow Street, Truro, Nova Scotia save and except for any motor vehicles of the debtor but expressly including, without limitation, all accretions to the collateral and all proceeds derived directly or indirectly from the collateral.

Amended by 3434787 on October 16, 2000


Renewed by 11553161 on September 19, 2006






4. Her Majesty the Queen in Right of the Province Of Nova Scotia (c/o Minister of the Office of Economic Development, P.O. Box750, Floor 6th, 1800 Argyle St., Halifax, NS B3J 2R7)

Co-Op Atlantic / Co-Op Atlantique

Co-Op Atlantique

Co-Op Atlantic

Regn No.: 5267409 Regn Date: April 12, 2002 Expiry Date: April 12, 2022

General Collateral: All of the Debtor's personal property now owned or hereafter acquired and located at the debtor's premises at Keltic Drive, Sydney, Nova Scotia (the "Premises") or used in connection with the operations of the debtor from the premises and all proceeds thereof in any form.

5. National Bank of Canada (Account Manager, 71 King St., Saint John, NB E2L 1G5)


Co-Op Atlantic

Co-Op Atlantique

Regn No.: 6460313 Regn Date: Feb. 20, 2003 Expiry Date: Feb. 20, 2023


General Collateral: 1. Accounts Receivable or Accounts All debts, Accounts, claims, moneys and choses in action which now are or which may at any time hereafter be due or owing to or owned by the Debtor and also all securities, mortgages, bills, notes and other documents now held or owned or which may be hereafter taken, held or owned by or on behalf of the Debtor in respect of the said debts, Accounts, claims, moneys and choses in action, or any part thereof, and


Amendment to add additional debtor names

Renewed by 13398482 on January 15, 2008


Renewed by 20730412 on January 16,

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also all books, documents and papers recording, evidencing or relating to the said debts, Accounts, claims, moneys and choses in action, or any part thereof. All of which are hereinafter called "Accounts Receivable" or "Accounts".

2. Goods All Goods (including all parts, accessories, attachments, additions and accessions thereto) now owned or hereafter owned or acquired by the Debtor including, without limitation, all equipment, inventory, farm products, machinery, tools, apparatus, plant, furniture, fixtures, and Serial Numbered Goods now owned or hereafter acquired by the Debtor. All of which are hereinafter called "Goods".

3. Intangibles All Intangibles now owned or hereafter acquired by the Debtor and which are not included in paragraph (1.) above, including, without limitation, all contractual rights, goodwill, patents, trade marks, trade names, copyrights, permits and quotes, and other industrial property now owned or hereafter acquired by the Debtor and the undertaking of the Debtor. All of which are hereinafter called "intangibles".

4. Other Personal Property All Securities (including without limitation shares, stocks, warrants, bonds and debentures), Instruments (including without limitation cheques, notes, bills of exchange, letters of credit and advices of credit), Chattel Paper (including without limitation chattel mortgages, conditional sale contracts, lease-option agreements and leases), Documents of Title (including without limitation warehouse receipts and bills of lading) and Money now owned or hereafter acquired by the Debtor. All of which are hereinafter respectively called "Securities", "Instruments", "Chattel Paper", "Documents of Title" and "Money".

5. Leaseholds, Real and Immovable Property

2013



Amendment to add additional information to the general collateral description

- 13 -




All real and immovable property, both freehold and leasehold, and any interest therein, now owned or hereafter acquired by the Debtor, together with all buildings, erections, Improvements and fixtures situate thereupon or used in connection therewith and including the property set forth and described in Schedule "A" which forms part of the General Security Agreement made between the Debtor and National Bank of Canada, including any lease, verbal or written or any agreement therefor, provided, however, the last day of any term of any such lease, verbal or written, or any agreement therefor, is excepted out of the property charged by this security agreement, but the Debtor shall stand possessed of any such reversion upon trust to assign and dispose thereof as the Bank may direct.

6. Proceeds All personal property derived directly or indirectly from any dealing with the Collateral of the Debtor or its proceeds, including the right to an insurance payment or any other payment as indemnity or compensation for loss of or damage to the Collateral or proceeds of the Collateral. All of which are hereinafter called "Proceeds".

Additional Information: The above-noted description is hereby amended by adding the following:

Saving and excepting any portion of the General Collateral found in, on or around or in relation to the property known as 307 Marsh Street, New Glasgow, Nova Scotia, also known as the "Pictou County Gas Bar" and subject to the Agreement of Purchase and Sale dated October 24, 2014.

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Co-Op Atlantic

Co-Op Atlantique



General Collateral: A security interest is taken in all of the Debtor's present and after-acquired personal property and accretions thereto and all proceeds derived directly or indirectly from any dealings with the collateral.

Additional Information:

A security interest is taken in all of the Debtor's present and after-acquired personal property and accretions thereto and all proceeds derived directly or indirectly from any dealings with the collateral.

Debenture signed February 6 2003


The above-noted description is hereby amended by adding the following:

Saving and excepting any portion of the General Collateral found in, on or around or in relation to the property known as 307 Marsh Street, New Glasgow, Nova Scotia, also known as the "Pictou County Gas Bar" and subject to the Agreement of Purchase and Sale dated October 24, 2014.

Amended by 13502166 on February 12, 2008

Amendment to add additional debtor names and additional information to the general collateral description

Renewed by 13502224 on February 12, 2008







Amendment to add additional information to the general collateral description

7. Dell Financial Services Canada Limited (155 Gordon Baker Rd., Ste 501, North York, ON M2H 3N5)

Co-Op Atlantic

Coop (Sic) Atlantique

Co-Op Atlantic/ Coop (Sic) Atlantique



General Collateral: All Dell and non Dell computer equipment and peripherals wherever located heretofore or hereafter leased to debtor by secured party pursuant to a Master Lease Agreement No. 540868 dated the 29th of June 2001 together with all substitutions, additions, accessions and replacements thereto and thereof now and hereafter installed in, affixed to, or used in conjunction with such equipment and proceeds thereof together with all rental or installment payments, insurance proceeds, other proceeds and payments due or to become due and arising from or relating to such equipment. Proceeds: all present and after-acquired personal property.



8. Canadian Co-op Atlantic/Co-op Regn No.: 16183063 General Collateral: Amended by 16196016 on January 18,

- 15 -




Equipment Finance & Leasing Inc. (Brent Kennan, 250-4 Woolwich Street, Breslau, ON N0B 1M0)

Atlantique

Co-op Atlantique/Co-op Atlantic

Co-op Atlantic

Co-op Atlantique

Co-op Fuels

Co-op Fuels Ltd./Combustible Coop ltee

Combustible Coop ltee/Co-op Fuels Ltd.

Combustible Coop ltee

Co-op Fuels Ltd.

Regn Date: Jan. 18, 2010 Expiry Date: Jan. 18, 2016

4 ATL B12/3220D0/B12/3220D0/ CIJKST Ovation 3 - Blender Dispenser Serial Numbers 67014B, 67016B, 67017B, 67019B; 1 ATL 3/G7247D/12/3/G7247D/12CGJK/LS2 Ovation 2 - Select Dispenser Serial Number 67267B; 1 800117-003/016 Data distribution Box Serial Number A211711; 1 SYS HYPERPIB 115 VAC CAN Electronic Central Serial Number A-218321; 1 CSL ASSY MAINW - I/F CANADA Electronic Central Serial Number A-215279; 1 884570-001 KIT, PRNTR D2400, AX1OHM12 Electronic Central Serial Number KO93700077; 2 OVATION ATO MODEL Fuel Dispenser Serial Numbers 70496B, 70497B; 1 884570-001 KIT, PRNTR D2400, AX1OHM12 Electronic Central Serial Number KO93700086; 2 SYS HYPERPIB 115 VAC CAN Electronic Central Serial Number A-218319; 1 CSL ASSY MAINW - I/F CANADA Electronic Central Serial Number A-215278; 2 OVATION ATO MODEL Fuel Dispenser Serial Numbers 70564B, 70565B; 3 ATL B12/3220D0/B12/3220D0/CIJKST Ovation 3 - Blender Dispenser Serial Numbers 66599B, 66600B, 66601B; 1 ATL B23/4220D0/B23/4220D0/CIJKST Ovation 1 and 3 Dedicated Line and Blender Dispenser Serial Number 66602B; 1 800117-003/016 Data distribution Box Serial Number A211707; 2 ATL B12/3220D0/B12/3220D0/CIJKST Ovation 3 - Blender Dispenser Serial Numbers 64595B, 64596B; 4 ATL B12/3220D0/B12/3220D0/CIJKST Ovation 3 - Blender Dispenser Serial Numbers 67012B, 67013B, 67015B, 67018B; 1 ATL 3/G7242D/12/3/G7242D/12CGJK/LS2 Ovation 2 - Select Dispenser Serial Number 66985B;

2016

Amendment to add additional debtors and to correct the address of the secured party

- 16 -




50 150BLNAV8X8 150BL NAVY 8X8 BLANKET; 9 150BLNAV8X8 150BL NAVY 8X8 BLANKET; 2 12-85P-13 24V/510AH Battery Serial Numbers B060, B061; 1 18-125PW-15 36 Volt 875 AH Battery Serial Number A934; 1 18-V125-13 36 Volt 750 AH Battery Serial Number K9FV11261. Together with all accretions thereto, substitutions therefore, replacements thereof, and all proceeds

9. Concentra Financial Services Association (c/o Comm Leasing, Box 3030, Regina, SK S4P 3G8)

Co-Op Atlantic

Regn No.: 16201980 Regn Date: Jan. 22, 2010 Expiry Date: Jan. 22, 2016


General Collateral: 2 new four compartment dual pumping tanks, including all accessories and attachments, mounted on 2-2010 International 7500 Highway Trucks. Proceeds including but not limited to: goods, chattel paper, investment property, documents of title, instruments, money, intangibles, insurance and all other proceeds arising directly or indirectly from the disposition, exchange, loss, replacement, renewal, destruction of or dealing with the collateral collateral (sic) classification – equipment

Serial Numbered Collateral: 2010 Highway Truck 7500, 1HTWNAZT2AJ2443432010 Highway Truck 7500, 1HTWNAZT0AJ244342




Amendment to remove “Inventory, Accounts, Other” from the collateral classification

10. Canadian Equipment Finance & Leasing Inc. (250 Woolwich St., Unit 4, Breslau, ON N0B 1M0)


Co-Op Atlantique

Co-Op Atlantic

Co-Op Atlantique/Co-Op Atlantic

Regn No.: 16971830 Regn Date: July 28, 2010 Expiry Date: July 28, 2016

General Collateral: One 18-V125-13 36 VOLT 750 AH BATTERY S/N K9FV11313, One 24-V85-13 48 VOLT 510AH CROWN BATTERY S/N AOFV11485, One 24-V85-13 48 VOLT 510AH CROWN BATTERY S/N AOFV11486, One 24-V85-13 48 VOLT 510AH CROWN BATTERY S/N AOFV11487, One WRT100 WULFTEC STRETCH WRAPPER S/N 64903-1-0110, One 5040I MOTOROLA MC5040 S/N 05321520800437, One 5040I MOTOROLA MC5040 S/N

- 17 -




05321520800243, One 5040I MOTOROLA MC5040 S/N 05327520800047, One 5040I MOTOROLA MC5040 S/N 05321520800792, One 5040I MOTOROLA MC5040 S/N 05321520800283, One 5040I MOTOROLA MC5040 S/N 05322520800549, One ZEB I ZEBRA PRINTER PTR ZEBRA GK420T 4 INCH THERMAL USB as Evidenced On Tekservepos Invoice No 0000285592 dated 2/26/2010, ONE CISCO851 CISCO 851 ROUTER CISCO851W-G-A-K9 SMBS 8X5XNBD DUEL E Security Rout As Evidenced On Hewlett-Packard (Canada) Co. Invoice NO 779805 dated 01/04/2010, One PALLET MOUNT BATTERY CHANGER S/N R-MBSD-02/FP, One SJIII3226 SKYJACK SCISSORLIFT S/N 29327, One 5 LANE NEXPOS SYSTEM NEXPOS POINT OF SALE SYSTEM EIGHT CPU UNITS S/N T1011802, T1011811, T1011809, T1011801, T1011808, T1011826, T1011052, T1011827, SIX 17 INCH FLAT PANEL MONITORS S/N ETLBN0C12194916C3F4088, ETLBN0C1294916C9F4088, ETLBN0C12195014F8440B7, ETLBN0C12194916CC14088, ETLBN0C12195014F850B7, ETLBN0C1219370CCEF40B9 One 3 LANE NEXPOS SYSTEM NEXPOS POINT OF SALE SYSTEM FIVE CPU UNITS S/N T1011372, T1011363, T1011360, TT1011101, T1011054, THREE 17 INCH FLAT PANEL MONITORS S/N ETLBN0C12195014F8840B7, TETLBN0C12195014F8C40B7, ETLBN0C12195014F8640B7

- 18 -




One 4 LANE NEXPOS SYSTEM NEXPOS POINT OF SALE SYSTEM FIVE CPU UNITS S/N T9003872, T9003866, T9003873, T9003889, T9003856, FOUR LCD 15 INCH MONITORS S/N 9444951385, 9444951686, 93705246149, 93705073540, TWO LCD 17 INCH MONITORS S/N 93007536040, 93102385085 One 8 LANE NEXPOS SYSTEM NEXPOS POINT OF SALE SYSTEM TEN CPU UNITS S/N T1011803, T1011807, T1011810, T9003875, T8014756, T9002580, T9002581, T1010352, T1011311, T1010351, TEN LCD 17 INCH MONITORS S/N ETLBN0C12195014B3E40B7, ETLBN0C12195014FD440B7, ETLBN0C12195014B2A40B7, ETLBN0C12195014FD340B7, ETLBN0C12195014FCA40B7, ETLBN0C12195014B5D40B7, ETLBN0C1219501497D40B7, ETLBN0C12195014FDA40B7, ETLBN0C12195014B3140B7, ETLBN0C12195014FA340B7 One 6 LANE NEXPOS SYSTEM NEXPOS POINT OF SALE SYSTEM EIGHT CPU UNITS S/N T9003876, T9003867, T9003863, T9002701, T9003865, T9003878, T9003888, T9003450, SEVEN 17 INCH LCD MONITORS S/N 93705072740, 94405013886, 94404951885, 94405714286, 94909464940, 94909463640, 94404951086, One 5 LANE NEXPOS SYSTEM NEXPOS POINT OF SALE SYSTEM SEVEN CPU UNITS S/N T9003877, T9002703, T9002573, T9002702, T9002575, T9002700, T9003853, FIVE 17 INCH FLAT PANEL MONITORS S/N ETLE10D0929440C1548502, ETLE10D0929440C3C98502, ETLBN0C12194916E514088, ETLE10D0929440C3DC8502, ETLE10D0929440C3CB8502

- 19 -




One 5 LANE NEXPOS SYSTEM NEXPOS POINT OF SALE SYSTEM SEVEN CPU UNITS S/N T9002704, T9002705, T9003879, T9003864, T9003880, T9003890, T9003854, FOUR FLAT PANEL MONITORS S/N ETLBN0C121949171B34088, ETLBN0C12194916CB14088, ETLE140D0929440C1718602, ETLE10D0929440C3D68502 Together with all accretions thereto, substitutions therefore, replacements, and all proceeds

11. Roynat Inc. (Suite 300, 666 Burrard St., Vancouver, BC V6C 2X8)

Co-Op Atlantic Regn No.: 17606690 Regn Date: Jan. 13, 2011 Expiry Date: Jan. 13, 2017

General Collateral: Case(s), produce case(s), shelving, boiler(s), water heater(s), together with all attachments accessories accessions replacements substitutions additions and improvements thereto and all proceeds in any form derived directly or indirectly from any sale and or dealings with the collateral and a right to an insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral

12. National Leasing Group Inc. (1525 Buffalo Place, Winnipeg, MB R3T 1L9)

Co-Op Atlantic Regn No.: 18650572 Regn Date: Sept. 30, 2011 Expiry Date: Sept. 30, 2015

General Collateral: All photocopiers of every nature or kind described in Lease Number 2551323 between Office Imaging Atlantic Inc., as original lessor and the debtor, as lessee, which lease was assigned by the original lessor to the secured party, as amended from time to time, together with all attachments, accessories and substitutions.

13. HSBC Bank Canada (300-2001 McGill Collage Ave., Montreal, PQ H3A 1G1)

Co-Op Atlantic (nine addresses listed)


General Collateral: Supplier - Infonet Technology Corporation Invoice No - 22498 Supplier – Rapco Services Limited Invoice No - 4458 Supplier - J.P. Pump Service Ltd. Invoice No - 530, 507 Supplier - Howell Data Systems Inc. Invoice No - In000021601 Supplier - Cari-All Invoice No - 338386 Supplier - Atlantic Signs Ltd. Invoice No – 29214A Supplier - McPhee Commercial Cabinets Ltd. Invoice No - 3649

- 20 -




Supplier - Lester Brown Invoice No - 1133 Supplier - Howell Data Systems Inc. Invoice No - IN000022234 Supplier - Valley Refrigeration & Air Conditioning Ltd. Invoice No - 135239, 135240 Supplier - Interweigh Systems Inc. Invoice No - 66569, 67005 Supplier – Office Interiors Invoice No - 253635- Aficio MP 4500. S/N: M2875401640 Supplier - Bell Aliant - Data Outright Sale Of Internet Working Hardware 062747, Aliant Po:72384 Supplier - Office Xpress Inc. Invoice No - 312- Toshiba Es-452 S/N: CIH733002 Supplier - Maple Leaf Environment Equipment Invoice No - 101132-001 And all present and future attachments, accessories, repairs and replacement parts and other property and features places on, attached to or incorporated into the equipment, and all present or after-acquires insurance indemnities, replacement value, payments and proceeds that are or may be received in regards to the equipment

14. East Coast Credit Union (Unit 2-305 Granville Street, Port Hawkesbury, NS B9A 2M5)

Concentra Financial Services Association (c/o Comm Leasing Box 3030, 2055 Albert S., Regina, SK S4P 3G8)

Co-Op Atlantic Regn No.: 19097799 Regn Date: Jan.26, 2012 Expiry Date: Jan. 26, 2018

General Collateral: Equipment Goods Fuel tanks, greaser, proceeds including but not limited to goods, chattel paper, investment property, documents of title, instruments, money, intangibles, insurance and all other proceeds arising directly or indirectly from the disposition, exchange, loss, replacement, renewal, destruction of or dealing with the collateral

Serial Numbered Collateral: 2012 International Tandum Truck, 1HTWNAZT7CJ052659

15. Concentra Financial Services

Co-Op Atlantic Regn No.: 19494376 Regn Date: Dec. 20, 2012 Expiry Date: Dec. 20, 2018

General Collateral: Equipment Goods 1 - new fuel tank, greaser, proceeds including but not

- 21 -




Association C/O Comm Leasing (Box 3030, 2055 Albert S., Regina, SK S4P 3G8)

limited to goods, chattel paper, investment property, documents of title, instruments, money, intangibles, insurance and all other proceeds arising directly or indirectly from the disposition, exchange, loss, replacement, renewal, destruction of or dealing with the collateral

Serial Numbered Collateral: MV 2012 International Tandum Truck, 1HTWNAZT5CJ052658

16. Banque HSBC Canada / HSBC Bank Canada (300-2001 McGill College Avenue, Montreal, PQ H3A 1G1)

Co-Op Atlantic (eight addresses listed)


General Collateral: Supplier Invoices Big Erics Inc. N08451, N08452, N08587 Cari-All Products 0340088 DPT Communications Inc. 16459 East Coast Bakery Equipment Inc. 3312, 3322 Hela Spice Canada Inc. 141678, 141753 Interweigh Systems Inc. 70846 RefrigiWear 186321 Ricoh Canada INV99976687 Spartan Fitness 183273 TFI Food Equipment Solutions E29322 And all present and future attachments, accessories, repairs and replacement parts and other property and features places on, attached to or incorporated into the equipment, and all present or after-acquires insurance indemnities, replacement value, payments and proceeds that are or may be received in regards to the equipment. Without limiting the generality of the preceeding (sic), the leasehold improvements include the outside lighting, the building, insulating, electricity and plumbing materials, the walls, roofs, floors, ceilings, doors, windows, printers, computers and lamps.

17. Foss National Leasing Ltd. (7200 Yonge Street, Thornhill, ON L4J 1V8)

Co-Op Atlantic Regn No.: 21097803 Regn Date: April 19, 2013 Expiry Date: April 19, 2018

General Collateral: Amount Secured $26,148.00

Serial Numbered Collateral: 2013 FORD F-15, 1FTEX1EMXDFB77595

18. HSBC Bank Canada (300-2001 McGill

Co-Op Atlantic (two addresses listed)

Regn No.: 22222012 Regn Date: Jan. 6, 2014

General Collateral: Supplier/Invoice #/ Description Air Repair Sales & Service/46089/ Rotary Screw Air Compressor Atlas

- 22 -




College Avenue, Montreal, PQ H3A 1G1)

Expiry Date: Jan. 6, 2022 Copco, model #GA30VSD, 40HP 575/3/60, s/n: API434657, w/3240 Gallon Tank s/n: 310132 Air Repair Sales & Service/46459/ Air Compressor tank installation Van Oostrum/10303/ John Deere Skid Steer, s/n: T00313A154584

19. HSBC Bank Canada (300-2001 McGill College Avenue, Montreal, PQ H3A 1G1)

Co-Op Atlantic Regn No.: 22986038 Regn Date: July 2, 2014 Expiry Date: July 2, 2022

General Collateral: Supplier/Invoice #/INCLUDING equipment with SERIAL #: Arneg Canada/161839/ Bolduc/20448/ D.J. Taylor Electric Ltd./18876/ DI Canada/162329/ Digi Canada Inc./31302218, 31400704/ Doubleday Mechanical Ltd./22341/ Dynamic Painting/1441/ Electro Mechanical Services/INV000086418, INV000084307/ Food Equipment PLUS/11272/11807 GBS Food Equipment Inc./327578/100064933 Howell Data Systems Inc./277, INV000028246/ Hussmann Canada Inc./10-34464/MY14A001547; MY14A001548; MY14A001549; MY14A001550; MY14A001551; MY14A001552 Instore Products Limited/41152/ ITM Instruments/21675-00/TIS-14030039 John Boyd Plumbing & Heating/2015/ Johnston Equipment/3291242/5108480-13 Keltic Logistics/S1252/ Konstant Redirack/IN11-470126/ Labrador Glass & Aluminum Ltd./46634, 46900/ Lowther Refrigeration/31745/ Main Street Construction/140301/ Point Zero Refrigeration/313, 377, 356, 305/ RefrigiWear/307977/ Robert Bury/322737/ Royal Door/139375/ Soca Products/11946, 12031/7230000508581; 8016000501197 CZ000210179; S1023400501335; S8352000507617 Softchoice LP/3526840/ Stairs Construction/14-806, 14-799, 14-802/ Stor-It Systems/22602/ Valley Refrigeration/GM01176, GM01177, GM01158/ Waste Management/726-269569/

20. Element Financial Corporation

Co-Op Atlantic Regn No.: 23538929 Regn Date: Nov. 3, 2014 Expiry Date: Nov. 3, 2019

General Collateral: Equipment subject to Master Equipment Lease Agreement No. CCB4186A

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(161 Bay Street, Suite 4600, Toronto, ON M5J 2S1)

(b) Co-op Atlantic Co-op Atlantique




1. Nova Scotia Business Development Corporation (Floor 6th, 1880 Argyle St., Halifax, NS B3J 3N8)




General Collateral: Debenture dated December 15, 1998 , $ 1,930,000.00 at 6% , 21 years. grants a second fixed charge on the lands described in Schedule "A" being the frozen food facility situate at Keltic Drive, N.S., and a first fixed charge on the machinery, equipment, leasehold improvements at the frozen food facitity (sic) , Keltic Drive, Sydney, N.S., said chattels described in Schedule "B" and a floating charge security interest on all the debtors present and future property, situate at Keltic Drive, Sydney, N.S. on the lands in schedule "A".

Renewed by 2993684 on June 8, 2000


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2. Concentra Financial (333 3rd Ave North, Saskatoon, SK S7K 2M2)



General Collateral: All of the debtor's present and after-acquired property and proceeds of every item or kind including but not limited to equipment, inventory, goods, notes, chattel paper, contract rights, accounts, rental payments, insurance payments, instruments, securities, intangibles and any other property or obligations received when the collateral or procees (sic) are dold (sic), collected, dealt with exchanged or otherwise disposed of.

Additional Information: Saving and excepting any portion of the General Collateral found in, on or around or in relation to the property known as 307 Marsh Street, New Glasgow, Nova Scotia, also known as the "Pictou County Gas Bar".

Amended by 23613813 on November 21, 2014

Amendment to the general collateral description by adding additional information

3. G. N. Johnston Equipment Co. Ltd. (5990 Avebury Road, Mississauga, ON L5R 3R2)


Regn No.: 23135908 Regn Date: Aug. 5, 2014 Expiry Date: Aug. 5, 2019

General Collateral:

Please note Enterprise name is: Co-Op Atlantic/Co-Op Atlantique PO Box 750 Moncton, NB E1C 8N5

Equipment location is: Same At: 440 Keltic Drive Sydney, NS B1P 6H3

Equipment list is as follows: Qty Model S/N 1 Deka Battery Model 12H80133019-13 3773AC

(c) Co-op Atlantique




There were no registrations disclosed that were not previously disclosed by our searches conducted against “Co-op Atlantic” and “Co-op Atlantic Co-op Atlantique”


- 25 -



1. Section 427 Bank Act (Canada) Nova Scotia Registrations only Clear as of December 30, 2014

2. Litigation Halifax, Nova Scotia Not Searched

III. NEW BRUNSWICK

1. PERSONAL PROPERTY SECURITY ACT (New Brunswick) - File Currency: June 26, 2015 (Please note that New Brunswick PPSA searches would disclose any Executions and local Bankruptcy filings made against the debtor)

(a) Co-op Atlantic




1. Element Fleet Management Inc. (900 – 4 Robert Speck Parkway, Mississauga, ON L4Z 1S1)

Co-Op Atlantic

Co-Op Atlantique





General Collateral: All present and after acquired vehicles, trailers, tractors, vans, buses under lease and proceeds thereof.

Additional Information: All present and after acquired motor vehicles, trailers, and goods of whatever make or description, now or hereafter leased by the secured party to the debtor, together with all additions, replacement parts, accessions, attachments and improvements thereto, and all proceeds thereof, including money, chattel paper, intangibles, goods, documents of title, securities, substitutions, accounts receivable, rental and loan contracts, all personal property returned, traded in or repossessed and all insurance proceeds and any other form of proceeds thereof.

Serial Numbered Collateral: 1996 Chrysler Intrepid, 2C3HH46T3TH153786 2009 Chevrolet Express, 1GCGG25CX91135325 2009 Chevrolet Malibu, 1G1ZH57B194210335

Amended by 2612024 on August 13, 1997





Amendment to add serial numbered collateral and additional information




- 26 -




2012 Ford Transit Conn, NMOLS7DN6CT108001 2014 Ford Escape, 1FMCU0GXXEUD19549 2014 Ford Escape, 1FMCU0GX6EUD19550 2014 Ford Escape, 1FMCU0GX3EUD89247 2014 Ford Escape, 1FMCU0GXXEUD19549 2014 Ford Escape, 1FMCU0GX6EUD19550 2014 Ford Escape, 1FMCU0GX3EUD89247

Additional Information: FL.# 002739 - UNITS 0000502, 0000519

Additional Information: To add 3 serial collateral. To change reference # from 002739,502283,822721 to B739.


Renewed by 9677753 on May 15, 2003



Amendment to add additional information, to delete a number of serial numbered collateral and to add serial numbered collateral






Amendment to change the name and address of the secured party







- 27 -





Co-op Atlantic

Co-op Atlantique




CO-OP Fuels Ltd.

MacLeods Wholesale Limited



General Collateral: All present and future motor vehicles (including, without limitation, passenger automobiles, trucks, truck tractors, truck trailers, truck chassis or truck bodies), automotive equipment (including, without limitation, trailers, boxes and refrigeration units) and materials-handling equipment leased from time to time by the Secured Party to the Debtor, together with all present and future attachments, accessions, appurtenances, accessories and replacement parts, and all proceeds of or relating to any of the foregoing.

Serial Numbered Collateral: 2005 Pontiac Grand Prix, 2G2WP522351251225 2005 Chevorlet Impala, 2G1WF52E759294081 2006 Chevrolet Colorado, 1GCCS196568291495 2006 Buick Rendezvous, 3G5DA03L36S633251 2004 Chevrolet Colorado, 1GCDT146748208784 2006 Audi A3, WAUHF78P76A004946 2006 Chevrolet Colorado, 1GCCS196568291495 2006 Buick Rendezvous, 3G5DA03L36S633251 2007 International International, 1HTWNAZT38J674909 2008 Chevrolet Silverado 1500, 2GCEC19C281268807 2008 Dodge Grand Caravan, 2D8HN44H28R754905 2008 Chrysler Sebring, 1C3LC56RX8N283551 2008 Ford Ranger, 1FTZR45E98PB05891 2011 Acura TL, 19UUA9F51BA800391 2009 Ford Ranger, 1FTZR44E29PA40577 2010 Chev Malibu, 1G1ZC5E01AF191164 2010 Chev Malibu, 1G1ZC5E05AF127239 2009 Chev Malibu, 1G1ZH57B494252885 2011 Chev Colorado, 1GCESCFE9B8114524 2011 Chev Silverado 1500, 1GCRKPE30BZ367007 2010 Chev Express Cargo, 1GCWGFCA0C1125978 2010 Nissan Maxima, 1N4AA5AP8AC870160 2010 Nissan Altima, 1N4AL2AP8AC177534 2011 Chev Equinox, 2CNALBEC0B6327658 2011 Chev Equinox, 2CNALBEC2B6321585





Renewed by 10467876 on December 9, 2003













Amendment to add serial numbered

- 28 -




2011 Chev Equinox, 2GNALBEC9B1298489 2012 Chev Equinox, 2GNALBEK6C6212714 2012 Chev Equinox, 2GNALBEK8C6196922 2011 Chev Equinox, 2GNALPEC1B1297656 2012 Subaru Legacy, 4S3BMGA67B3250197 2012 Subaru Legacy, 4S3BMGA68C3011212 2011 Acura TSX, JH4CU2F64BC800311 2011 Nissan Murano, JN8AZ1MW0BW171057 2011 Nissan Murano, JN8AZ1MW8BW161313 2014 Subaru Legacy, 4S3BMGA6XE3033778 2014 Chevrolet Equinox, 2GNALAEK0E6310330 2014 Ford F150, 1FTMF1EM8EFB19114 2014 Ford Escape, 1FMCU0GX2EUE02036

collateral




Amendment to delete serial numbered collateral













- 29 -







Amendment to add various serial numbered collateral




Amendment to add 4 serial numbered collateral

3. Dell Financial Services Canada Limited (Bureau/Suite 501, 155 Gordon Baker Road, North York, ON M2H 3N5)

Co-Op Atlantic

Co-Op Atlantique



General Collateral: All Dell and non Dell computer equipment and peripherals wherever located heretofore or hereafter leased to debtor by secured party pursuant to A Master Lease Agreement No. 540868 dated the 29th of June 2001 together with all substitutions, additions, accesions (sic) and replacements thereto and thereof now and hereafter installed in, affixed to, or used in conjunction with such equipment and proceeds thereof together with all rental or installment payments, insurance proceeds, other proceeds and payments due or to become due and arising from or relating to such equipment. Proceeds: all present and after-acquired personal property.


Amendment to delete and to add additional debtor names





4. National Bank of Canada (Account Manager, 71 King St., Saint John, NB E2L

Co-Op Atlantic / Co-op Atlantique

Co-Op Atlantic

Co-Op Atlantique

Coop Atlantique

Regn No.: 9375641 Regn Date: Feb. 28, 2003 Expiry Date: March 1, 2023


General Collateral: (a) Accounts Receivable or Accounts All debts, Accounts, claims, moneys and choses in action which now are or which may at any time hereafter be due or owing to or owned by the Debtor and also all securities, mortgages, bills, notes and

Amended by 9397976 on March 6, 2003


Amended by 15834690 on February

- 30 -




1G5) Co-op Atlantic/Coop Atlantique

other documents now held or owned or which may be hereafter taken, held or owned by or on behalf of the Debtor in respect of the said debts, Accounts, claims moneys and choses in action, or any part thereof, and also all books, documents and papers recording, evidencing or relating to the said debts, Accounts, claims, moneys and choses in action, or any part thereof. All of which are hereinafter called "Accounts Receivable" or "Accounts".

(b) Goods All Goods (including all parts, accessories, attachments, additions and accessions thereto) now owned or hereafter owned or acquired by the Debtor including, without limitation, all equipment, inventory, farm products, machinery, tools, apparatus, plant furniture, fixtures and Serial Numbered Goods now owned or hereafter acquired by the Debtor. All of which are hereinafter called "Goods".

(c) Intangibles All Intangibles now owned or hereafter acquired by the Debtor and which are not included in sub-paragraph (a) above, including, without limitation, all contractual rights, good will, patents, trade marks, trade names, copyrights, permits and quotas, and other industrial property now owned or hereafter acquired by the Debtor and the undertaking of the Debtor. All of which are hereinafter called intangibles.

(d) Other Personal Property All Securities (including without limitation shares, stocks, warrants, bonds and debentures), Instruments (including without limitations cheques, notes, bills of exchange, letters of credit and advices of credit), Chattel Paper (including without limitation chattel mortgages, conditional sales contracts, lease-option agreements and leases) Documents of Title (including without limitation warehouse receipts and bills of lading) and Money now owned or hereafter acquired

12, 2008

Amendment to add additional information to the general collateral





- 31 -




by the Debtor. All of which are hereinafter respectively called "Securities", "Instruments", Chattel Paper", "Documents of Title" and "Money".

(e) Leaseholds, Real and Immoveable Property All real and immovable property, both freehold and leasehold, and all interests therein, now owned or hereafter acquire by the debtor, together with all buildings, erections, improvements and fixtures situate thereupon or used in connection therewith and including the property set forth and described in Schedule "A", which forms part hereof, including any lease, verbal or written or any agreement therefor, provided, however, the last day of any term of any such lease, verbal or written, or any agreement therefor, is excepted out of the property charged by this security agreement, but the Debtor shall stand possessed of any such reversion upon trust to assign and dispose thereof as the Bank may direct.

(f) Proceeds All personal property derived directly or indirectly from any dealing with the Collateral of the Debtor or its proceeds, including the right to an insurance payment or any other payment as indemnity or compensation for loss of or damage to the Collateral or proceeds of the Collateral. All of which are hereinafter called "Proceeds".

Unless otherwise limited herein, the terms "Goods", "Accounts", "Chattel Paper", "Documents of Title", Instruments", "Money", "securities", "Proceeds" and "Accession" whenever used herein shall be interpreted pursuant to their respective meanings when used in the Personal Property Security Act as amended or replaced from time to time, which Act including amendments thereto and any Act substituted therefor and amendments thereto is herein referred to as the "PPSA". Any reference herein to "Collateral" shall, unless the context otherwise requires, be deemed a reference to "Collateral or any

- 32 -




part thereof" PROVIDED THAT the Collateral will not include any "Consumer Goods" of the Debtor as that term is defined in the PPSA. "Serial Numbered Goods" means motor vehicles, trailers, mobile homes, aircraft, boats and outboard motors.

Time of attachment - The Debtor acknowledges that value has been given and that the parties have not agreed to postpone the time for attachment of the mortgages, charges, assignments and security interest provided for in this Security Agreement.


A security interest is taken in all of the debtor's present and after-acquired personal property and accretions thereto and all proceeds derived directly or indirectly from any dealings with the collateral.



Co-Op Atlantic /Co-Op Atlantique

Co-Op Atlantique

Co-Op Atlantic


Expiry date includes renewal

General Collateral: A security interest is taken in all of the debtor's present and after-acquired personal property. Additional information: As per General Security Agreement dated the 23 day of October 2002.


Amendment to the change the name of the debtor and add additional debtor names



6. IBM Canada Limited - PPSA Administrator (3600 Steeles Ave East, F4, Markham, ON L3R 9Z7)

Co-Op Atlantic

Co-Op Atlantique


Co-Op Atlantique / Co-Op Atlantic



General Collateral: All present and after-acquired goods supplied, leased or financed by the Secured Party, including but not limited to, all office machines, office equipment, computer hardware, software and all other equipment of any kind whatsoever as well as all ancillary products related thereto, and all upgrades, additions, substitutions and accessions thereto and thereon and all proceeds therefrom of every kind and description.



Renewed by 22727168 on March 18, 2013


Renewed by 25607888 on March 30, 2015


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7. National Leasing Group Inc (1558 Willson Pl., Winnipeg, MB R3T 0Y4)

Co-Op Atlantic Regn No.: 17559451 Regn Date: June 3, 2009 Expiry Date: June 3, 2015

General Collateral: All cooler doors, freezer bunkers of every nature or kind described in Lease Number 2457966 between the secured party, as lessor and the debtor as lessee, as amended from time to time, together with all attachments, accessories and substitutions.

8. CIT Financial Ltd. (5035 South Service Road, Burlington, ON L7R 4C8)

Co-Op Atlantic

Co-Op Atlantique


Regn No.: 17573361 Regn Date: June 5, 2009 Expiry Date: June 5, 2016

General Collateral: Photocopiers together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements thereto. All proceeds from the aforesaid collateral that are goods, intangibles, chattel paper, documents of title, instruments, money or securities (all as defined in the Personal Property Security Act) and including insurance proceeds.

9. National City Commercial Capital, A Division of National City Bank, Canada Branch (130 King St. West, Suite 2140, Toronto, ON M5X 1E4

Co-op Atlantic

Co-op Atlantique



Regn No.: 17942657 Regn Date: Sept. 11, 2009 Expiry Date: Sept. 11, 2015

General Collateral: 1 Leaseholds & Installation & Freight 1 Supply & Install 24X24 2 post canopy extension, Installation of Columns, Supply & Install 6 sides ACM 3 ATL B12/3220D0/CIJKST ATC/PRESET/ Call Button C/w Hanging Hardware, Freigth & Commissing 53985B, 53987B, 53988B 1 MSM II Potted (Non-Injected) MSM II Potted Inject To Atlantic Coop Specs 1 S82 Pie Cable Charger Cable MSM Pie Atlantic Coop 4 ATL B12/3220D5/CIJKT ATC/CRDEDE Call Button c/w Hanging Hardware53983B, 53984B, 53986B, 53989B 1 GN/M2601812513B28GNB Battery GLK3535 1 12-85PE-13 24 Volt Battery 1 18-V125-13 36 Volt, 750 AH Battery 1 18-V85-17 36 Volt Battery 1 12-85PE-13 24 Volt Battery A486 1 Reconditioned Rotary Tower Semi-Automatic Stretch Wrapper III 2001035, complete with attachments and accessories

- 34 -




4 ATL B12/3220D0/CIJKST ATC/PRESET Call Button c/w Hanging Hardware, commissioning & Freight 62165B, 62166B, 62167B, 62168B 1 ATL 3V595P1/CS/BK ATC/PRESET c/w Hanging Hardware, commissioning & Freight 60612B 2 KJELTEC 8200 System No. 520036902, 520036903 520034629, 520034631 1 IFR12M510M Compu Charger MPI-279848 3 12-85PW-13EE 24V, 510AH, Power, Extended Height A623, A634, A625

1 TIPSA TANK 50000L U/G D/W Split Comp. 32000/8000/10000 ULC S-603.1 Tag #T-0037< Strap Kit & Piping 1 ½ 2 Symbol LS3408ER20005R Scanner, Symbol Undercoded VRC69XXX Cable p/n: CBA-T27-C09ZAR S9160000500781, S9160000500784,

2 Symbol LS3408ER2005R Scanner S9160000500785, S9160000500786, 2 Symbol LS3408ER2005R Scanner S9160000500789, S9160000500791, 2 Symbol LS3408ER2005R Scanner S9160000500792, S9160000500793, 2 Symbol LS3408ER2005R Scanner S9160000500788, S9160000500801 1 Aluminum Fabricated Sign Cabinet & Installation Together with all attachments, accessories, accessions, replacements, substitutions, additions and improvements to the foregoing. From the collateral, all proceeds including accounts, money, chattel paper, intangibles, goods, documents of title, licences, instruments, securities, substitutions, trade ins, insurance proceeds and any other form of proceeds.

10. Concentra Financial Services Association (c/o Comm Leasing, Box

Co-Op Atlantic



General Collateral: Equipment Goods Proceeds including but not limited to goods, chattel paper, investment property, documents of title, instruments, money, intangibles, insurance and all other proceeds arising directly or indirectly from the




- 35 -




3030, 2055 Albert S., Regina, SK S4P 3G8)

disposition, exchange, loss, replacement, renewal, destruction of or dealing with the collateral

Serial Numbered Collateral: 2010 International 7500 Truck, 1HTWNAZT9AJ244341

Amendment to remove “inventory, accounts, other” from the general collateral

11. Concentra Financial Services Association (c/o Comm Leasing, Box 3030, 2055 Albert S., Regina, SK S4P 3G8)



General Collateral: Equipment Goods proceeds including but not limited to goods, chattel paper, investment property, documents of title, instruments, money, intangibles, insurance and all other proceeds arising directly or indirectly from the disposition, exchange, loss, replacement, renewal, destruction of or dealing with the collateral

Serial Numbered Collateral: 2010 International Tandum Truck, 1HTWNAZT0AJ244342 International Tandum Truck, 1HTWNAZT2AJ244343


Amendment to delete and add a motor vehicle as serial numbered collateral





12. Hewlett-Packard Financial Services Canada Company (5150 Spectrum Way, Mississauga, ON L4W 5G1)

Compagnie De Services Financiers Hewlett-Packard Canada (5150 Spectrum Way, Mississauga, ON L4W 5G1)


General Collateral: Master Lease. Any and all equipment, tangible and intangible, leased pursuant to schedules under Master Lease Agreement No. 2701620464 and any proceeds therefrom.

13. HSBC Bank Co-Op Atlantic Regn No.: 18310102 General Collateral: All goods and equipment of every nature or kind

- 36 -




Canada (1500-888 Dunsmuir St., Vancouver, BC V6C 3K4)

National Leasing Group Inc (1525 Buffalo Place, Winnipeg, MB R3T 1L9)

Regn Date: Jan. 7, 2010 Expiry Date: Jan. 7, 2020

leased pursuant to Master Lease Agreement Number 50281094 between the secured party, as lessor and the debtor as lessee, as amended from time to time, together with all attachments, accessories and substitutions, including all after acquired goods and equipment subject to any interim funding agreement(s) and any lease schedules attached to and forming part of Master Lease Agreement Number 50281094.




General Collateral: Equipment Goods Tank installation, automatic grease system, proceeds including but not limited to goods, chattel paper, investment property, documents of title, instruments, money, intangibles, insurance and all other proceeds arising directly or indirectly from the disposition, exchange, loss, replacement, renewal, destruction of or dealing with the collateral





15. Canadian Equipment Finance & Leasing Inc. (Brent Kennan, 250-4 Woolwich Street, Breslau, ON N0B 1M0)



Co-op Atlantic

Co-op Atlantique

Co-op Fuels

Co-op Fuels Ltd.



Combustible Coop


General Collateral: 4 ATL B12/3220D0/B12/3220D0/ CIJKST Ovation 3 - Blender Dispenser Serial Numbers 67014B, 67016B, 67017B, 67019B; 1 ATL 3/G7247D/12/3/G7247D/12CGJK/LS2 Ovation 2 - Select Dispenser Serial Number 67267B; 1 800117-003/016 Data distribution Box Serial Number A211711; 1 SYS HYPERPIB 115 VAC CAN Electronic Central Serial Number A-218321; 1 CSL ASSY MAINW - I/F CANADA Electronic Central Serial Number A-215279; 1 884570-001 KIT, PRNTR D2400, AX1OHM12 Electronic Central Serial Number KO93700077; 2 OVATION ATO MODEL Fuel Dispenser Serial Numbers 70496B, 70497B; 1 884570-001 KIT, PRNTR D2400, AX1OHM12 Electronic Central Serial Number KO93700086;



- 37 -




ltee/Co-op Fuels Ltd. 2 SYS HYPERPIB 115 VAC CAN Electronic Central Serial Number A-218319; 1 CSL ASSY MAINW - I/F CANADA Electronic Central Serial Number A-215278; 2 OVATION ATO MODEL Fuel Dispenser Serial Numbers 70564B, 70565B; 3 ATL B12/3220D0/B12/3220D0/CIJKST Ovation 3 - Blender Dispenser Serial Numbers 66599B, 66600B, 66601B; 1 ATL B23/4220D0/B23/4220D0/CIJKST Ovation 1 and 3 Dedicated Line and Blender Dispenser Serial Number 66602B; 1 800117-003/016 Data distribution Box Serial Number A211707; 2 ATL B12/3220D0/B12/3220D0/CIJKST Ovation 3 - Blender Dispenser Serial Numbers 64595B, 64596B; 4 ATL B12/3220D0/B12/3220D0/CIJKST Ovation 3 - Blender Dispenser Serial Numbers 67012B, 67013B, 67015B, 67018B; 1 ATL 3/G7242D/12/3/G7242D/12CGJK/LS2 Ovation 2 - Select Dispenser Serial Number 66985B; 50 150BLNAV8X8 150BL NAVY 8X8 BLANKET; 9 150BLNAV8X8 150BL NAVY 8X8 BLANKET; 2 12-85P-13 24V/510AH Battery Serial Numbers B060, B061; 1 18-125PW-15 36 Volt 875 AH Battery Serial Number A934; 1 18-V125-13 36 Volt 750 AH Battery Serial Number K9FV11261. Together with all accretions thereto, substitutions therefore, replacements thereof, and all proceeds

16. Macquarie Equipment Finance Ltd. (181 Bay Street, Suite 3100, P.O. Box 830, Toronto, ON

Co-Op Atlantic Regn No.: 18656363 Regn Date: April 19, 2010 Expiry Date: April 19, 2020 Renewal included

General Collateral: All equipment, and all computers, machines, system units, integrated circuit boards, processors, monitors, keyboards, disk drives, tape drives, input, output and storage devices, communications cards and devices, modems, network hardware, cables, memory, peripherals, accessories, channels, manuals,

Renewed by 25643479 on April 7, 2015


- 38 -




M5J 2T3) documentation, media, adapters, controllers, power supplies, cabinets, printers, and supplies, and all machines, assemblies, tools, and apparatuses used in the manufacture, assembly, packaging, adjustment, maintenance, inspection, test, or demonstration of any of the foregoing, currently or hereafter leased to debtor under a master lease agreement between debtor as lessee and secured party as lessor, along with any extensions, renewals, or modifications thereto, including but not limited to, insurance covering same and the proceeds of all the foregoing.

17. GE Vehicle and Equipment Leasing (2300 Meadowvale Blv., 2nd Fl., Mississauga, ON L5N 5P9)

Co-Op Atlantic/ Co-Op Atlantique


Co-Op Atlantic

Co-Op Atlantique

Regn No.: 18836676 Regn Date: May 31, 2010 Expiry Date: May 31, 2015

Serial Numbered Collateral: 2010 Chevrolet Equinox Fwd, 2CNALBEW1A6379177



Co-Op Atlantic

Co-Op Atlantique


General Collateral:

Please note Enterprise name is: Co-Op Atlantic /Co-Op Atlantique 114 Price St. Moncton, NB E1C 8N5

Equipment location is: SAME

Equipment list is as follows: Qty / Model / S/N 4 / RAYMOND REACH TRUCKS MODEL R45TT / EZ-D-04-31590, EZ-D-04-29829, EZ-D-04-30632, EZ-D-04-31574 4 / REBUILT BATTERIES / 5143, 5228, 5216, 51814 / REBUILT CHARGERS / 135098, 135099, 135100, 135102

Serial Numbered Collateral: RAYMOND REACH TRUCKS MODEL R45TT, EZD0431590 RAYMOND REACH TRUCKS MODEL R45TT, EZD0429829

- 39 -




RAYMOND REACH TRUCKS MODEL R45TT, EZD0430632 RAYMOND REACH TRUCKS MODEL R45TT, EZD0431574

19. Capital Underwriters Inc. (2020 Winston Park Drive, Suite 301, Oakville, ON L6H 6X7)

Co-Op Atlantique




General Collateral: Various refrigeration units together with all attachments accessories replacements substitutions additions and improvements thereto and all proceeds in any form derived directly or indirectly from any sale and or dealings with the collateral and a right to an insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral.

20. LiftCapital Corporation (300 The East Mall, Suite 401, Toronto, ON M9B 6B7)


Co-Op Atlantique (two addresses listed)


General Collateral: To supply and install a new roof at the Queen Street Co-Op Food Market, located at 420 Queen Street, Charlottetown, P.E.I., C1A 4E6 together with all parts, attachments, accessories, additions, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments, documents of title, chattel paper and intangibles (as defined in the Personal Property Security Act).

21. Canadian Equipment Finance & Leasing Inc. (250 Woolwich St., Unit 4, Breslau, ON N0B 1M0)



Co-Op Atlantique

Co-Op Atlantic


General Collateral: One 18-V125-13 36 VOLT 750 AH Battery S/N K9FV11313, One 24-V85-13 48 VOLT 510AH Crown Battery S/N AOFV11485, One 24-V85-13 48 VOLT 510AH Crown Battery S/N AOFV11486, One 24-V85-13 48 VOLT 510AH Crown Battery S/N AOFV11487, One WRT100 WULFTEC Stretch Wrapper S/N 64903-1-0110, One 5040I Motorola MC5040 S/N 05321520800437, One 5040I Motorola MC5040 S/N 05321520800243, One 5040I Motorola MC5040 S/N 05327520800047,



- 40 -




One 5040I Motorola MC5040 S/N 05321520800792, One 5040I Motorola MC5040 S/N 05321520800283, One 5040I Motorola MC5040 S/N 05322520800549, One ZEB I ZEBRA Printer Ptr Zebra GK420T 4 Inch Thermal USB as evidenced on TEKSERVEPOS Invoice No 0000285592 dated 2/26/2010, One CISCO851 CISCO 851 Router CISCO851W-G-A-K9 SMBS 8X5XNBD Duel E Security Rout as evidenced on Hewlett-Packard (Canada) Co. Invoice No 779805 dated 01/04/2010, One Pallet Mount Battery Changer S/N R-MBSD-02/FP, One SJIII3226 Skyjack Scissorlift S/N 29327, One 5 Lane Nexpos System Nexpos Point Of Sale System Eight CPU Units S/N T1011802, T1011811, T1011809, T1011801, T1011808, T1011826, T1011052, T1011827, SIX 17 INCH Flat Panel Monitors S/N ETLBN0C12194916C3F4088, ETLBN0C1294916C9F4088, ETLBN0C12195014F8440B7, ETLBN0C12194916CC14088, ETLBN0C12195014F850B7, ETLBN0C1219370CCEF40B9 One 3 Lane Nexpos System Nexpos Point of Sale System Five CPU Units S/N T1011372, T1011363, T1011360, TT1011101, T1011054, Three 17 Inch Flat Panel Monitors S/N ETLBN0C12195014F8840B7, TETLBN0C12195014F8C40B7, ETLBN0C12195014F8640B7 One 4 Lane Nexpos System Nexpos Point of Sale System Five CPU Units S/N T9003872, T9003866, T9003873, T9003889, T9003856, Four LCD 15 Inch Monitors S/N 9444951385, 9444951686, 93705246149, 93705073540, TWO LCD 17 INCH MONITORS S/N 93007536040, 93102385085 One 8 Lane Nexpos System Nexpos Point of Sale System Ten CPU Units S/N T1011803, T1011807, T1011810, T9003875, T8014756, T9002580,

- 41 -




T9002581, T1010352, T1011311, T1010351, Ten LCD 17 Inch Monitors S/N ETLBN0C12195014B3E40B7, ETLBN0C12195014FD440B7, ETLBN0C12195014B2A40B7, ETLBN0C12195014FD340B7, ETLBN0C12195014FCA40B7, ETLBN0C12195014B5D40B7, ETLBN0C1219501497D40B7, ETLBN0C12195014FDA40B7, ETLBN0C12195014B3140B7, ETLBN0C12195014FA340B7 One 6 Lane Nexpos System Nexpos Point of Sale System Eight CPU Units S/N T9003876, T9003867, T9003863, T9002701, T9003865, T9003878, T9003888, T9003450, SEVEN 17 Inch LCD Monitors S/N 93705072740, 94405013886, 94404951885, 94405714286, 94909464940, 94909463640, 94404951086, One 5 Lane Nexpos System Nexpos Point of Sale System Seven CPU Units S/N T9003877, T9002703, T9002573, T9002702, T9002575, T9002700, T9003853, Five 17 Inch Flat Panel Monitors S/N ETLE10D0929440C1548502, ETLE10D0929440C3C98502, ETLBN0C12194916E514088, ETLE10D0929440C3DC8502, ETLE10D0929440C3CB8502 One 5 Lane Nexpos System Nexpos Point of Sale System Seven CPU Units S/N T9002704, T9002705, T9003879, T9003864, T9003880, T9003890, T9003854, Four Flat Panel Monitors S/N ETLBN0C121949171B34088, ETLBN0C12194916CB14088, ETLE140D0929440C1718602, ETLE10D0929440C3D68502 Together with all accretions thereto, substitutions therefore, replacements, and all proceeds

22. GE Vehicle and Co-Op Atlantic / Co- Regn No.: 19211705 Serial Numbered Collateral:

- 42 -




Equipment Leasing (2300 Meadowvale Blv., 2nd Fl., Mississauga, ON L5N 5P9)

Op Atlantique

Co-Op Atlantique/ Co-Op Atlantic

Co-Op Atlantic

Co-Op Atlantique

Regn Date: Sept. 1, 2010 Expiry Date: Sept. 1, 2016

2011 Toyota Camry, 4T1BF3EK7BU140704




Co-Op Atlantic

Co-Op Atlantique


Serial Numbered Collateral: 2011 Chevrolet Equinox Fwd, 2CNALBEC7B6223152



Co-Op Atlantic

Co-Op Atlantique


General Collateral:

Please note Enterprise name is: Co-Op Atlantic/Co-Op Atlantique 114 Price St. Moncton, NB E1C 8N5


Equipment list is as follows: Qty / Model / S/N 1 / Raymond Rebuilt Orderpicker Model Easi-OPC30TT / EASI-04-BC34136 1 / Rebuilt Battery / 32721P 1 / Rebuilt Charger / 406PPRO2515

Serial Numbered Collateral: Raymond Rebuilt Model Easi-OPC30TT, EASI04BC34136



Co-Op Atlantic

Co-Op Atlantique


General Collateral:



- 43 -




Equipment list is as follows: Qty / Model / S/N 3 / Raymond Walkies Model 8500-FRC80L / 850-10-83233, 850-10-83239, 850-10-83244

Serial Numbered Collateral: Raymond Walkies Model 8500-FRC80L, 8501083233 Raymond Walkies Model 8500-FRC80L, 8501083239 Raymond Walkies Model 8500-FRC80L, 8501083244


Co-Op Atlantic Regn No.: 19391580 Regn Date: Oct. 21, 2010 Expiry Date: Oct. 21, 2016

General Collateral: Hoist(s), adaptor(s) and rack(s) together with all attachments accessories accessions replacements substitutions additions and improvements thereto and all proceeds in any form derived directly or indirectly from any sale and or dealings with the collateral and a right to an insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral

27. Heritage Credit Union Ltd. (155 Ochtertoney St., Dartmouth, NS B2Y 1C9)

Concentra Financial Services Association (c/o Comm Leasing, Box 3030, 2055 Albert S., Regina, SK S49 3G8)

Omista Credit Union (1192 Mountain Road, Unit 1,


General Collateral: Inventory Equipment Goods Accounts Other 2010 18,500 Litre Almac Tank w/ equipment, 2010 11,500 Litre Almac Tank w/ equipment, proceeds including but not limited to goods, chattel paper, investment property, documents of title, instruments, money, intangibles, insurance and all other proceeds arising directly or indirectly from the disposition, exchange, loss, replacement, renewal, destruction of or dealing with the collateral

Serial Numbered Collateral: 2011 INTERNATIONAL 7500 TRUCK, 1HTWNAZT4BJ393628 2011 INTERNATIONAL 7400, 1HTGXAAR6BJ393662

- 44 -




Moncton, NB E1C 2T6)


Co-Op Atlantic

Co-Op Atlantique


General Collateral: Tank(s), piping(s), tipsa tank(s), above ground tank(s), bench tank(s), tank sump(s), tank pad(s), sensor panel(s), pump station(s), together with all attachments accessories accessions replacements substitutions additions and improvements thereto and all proceeds in any form derived directly or indirectly from any sale and or dealings with the collateral and a right to an insurance payment or other payment that indemnifies or compensates for loss or damage to the collateral or proceeds of the collateral

29. Blue Chip Leasing Corporation (156 Duncan Mill Road, Unit 16, Toronto, ON M3B 3N2)

Co-Op Atlantic

Co-Op Atlantic


General Collateral: All equipment leased by the debtor together with all present and future attachments, accessories, accessions, replacements, substitutions, additions and improvements thereto, and all proceeds in any form derived directly or indirectly from any dealing with the collateral or proceeds thereof. Including, but not limited to (3) 36 Volt Battery SN: EOFV11876, 77, 78, (3) 24 Volt Battery SN: C549, 550, 551 and accessories.

Additional Information: 300 PCS 32X40 2-Way Pallets


Amendment to add “300 PCS 32X40 2-Way Pallets” to the general collateral




31. De Lage Landen Financial Services Canada

Co-Op Atlantic

Co-Op Atlantique

Regn No.: 19725662 Regn Date: Feb. 2, 2011

General Collateral: All goods supplied by the secured party to the debtor, together with all attachments, accessories, accessions,


- 45 -




Inc. (100-1235 North Service Road W., Oakville, ON L6M 2W2)



Expiry Date: Feb. 2, 2017 replacements, substitutions, additions and improvements to the foregoing. Proceeds: goods, chattel paper, securities, money, crops, licences and intangibles.

Serial Numbered Collateral: 2004 Crown RC302035, 1A275112 2004 Crown RC302035, 1A275111 2004 Crown RC302040, 1A289257 2004 Caterpillar EC25K, A3EC240919 2004 Caterpillar EC25K, A3EC240920

Amendment to change the address of all debtors



Co-Op Atlantic

Co-Op Atlantique


General Collateral:



Equipment list is as follows: Qty / Model / S/N 6 / Crown Batteries Model 18V125-13 / E1FV12843; E1FV12844; E1FV12845; E1FV12846; E1FV12847; & E1FV12848 2 / Crown Batteries Model 24V125-13 / C1FV12683 & C1FV12684


Co-op Atlantic

Co-op Atlantique




General Collateral: All of the debtor's present and after acquired personal property and assets situate at and/or used in connection with the operation of the debtor's feed mill situate at lands and premises municipally known as civic number 92 Halifax Street, Moncton, New Brunswick, being identified by Service New Brunswick PID 70278569, including, but without limiting the generality of the foregoing, all accessions, accounts, buildings, building materials, chattel paper, crops, documents of title, equipment, fixtures, goods, instruments, intangibles, inventory, licences, livestock, money securities, and all proceeds thereof.


Amendment to add additional information




Amendment to replace the general collateral

- 46 -




Cooler: Model #HC5D 17 Serial #399043

Pelletmill: Model #CPM 3000-22-6 Serial #NH-399049

Dust Collector: Model #100WSWC144 lll Serial #M35952

Hammer Mill: Model #P-24220 Serial #34535

Rollermill: Serial #6227

Boilers: #1 Model #CB-700-080-015ST Serial #T2163-1-1 #2 Serial #T2163-1-2

Mixer: Model #SUR548 Serial #1103067

Elevators: #25 #D32-1233 #105 #D32-1234 #105 #D32-1235 #131 #D32-1236 #5 #D32-1232

Fines Return Elevator #AEL1

Conveyors-Drags: #3 #D34-0536 #4 #D34-0537 #26 #D34-0538 #43 #D34-0540 #41 #D34-0539 #114A #D34-0543 #115 #D34-0544 #44 #D34-0541 #118 #D34-0545 #128 #D34-0546

- 47 -




#129 #D34-0547 #130 #D34-0548 #63 #D064-0542

Screw Feeders: #48 #D31-6600 #49 #D31-6617 #50 #D31-6618 #51 #D31-6619 #64 #D31-6620 #65 #D31-6621 #66 #D31-6622 #67 #D31-6623 #68 #D31-6601 #69 #D31-6602 #70 #D31-6603 #71 #D31-6604 #72 #D31-6605 #73 #D31-6606 #74 #D31-6607 #75 #D31-6608 #76A #D31-6609 #76B #D31-6610 #77 #D31-6611 #78 #D31-6612 #79 #D31-6613

Grinder Unload Conveyor #LCF1 Roller Unload Conveyor #LCF2

Fines Return Conveyor #113B

Additional Information: Collateral security interest is subject to the terms of an Inter-Creditor Priority Agreement dated July 13, 2011, among Farm Credit Canada, National Bank of Canada and Co-op Atlantic/Co-op Atlantique.

34. Concentra Financial Services

Co-Op Atlantic


General Collateral: Inventory Equipment Goods

Amended by 20537718 on September 1, 2011

Amendment to replace the general

- 48 -




Association (c/o Comm Leasing, Box 3030, 2055 Albert S, Regina, SK S4P 3G8)

Accounts Other Two fuel delivery trucks comes with one Almac Tank Serial # 1115625 and 1115652 and mounted on 2012 International 7500 Chassis; Auto Greaser, Fuel Management Software and Hardware Package, proceeds including but not limited to goods, chattel paper, investment property, documents of title, instruments, money, intangibles, insurance and all other proceeds arising directly or indirectly from the disposition, exchange, loss, replacement, renewal, destruction of or dealing with the collateral.

Serial Numbered Collateral: 2012 International Tandum Truck, 1HTWNAZT3CJ631602 2012 International Tandum Truck, 1HTWNAZTXCJ631600

collateral


Amendment to add a motor vehicle to the serial numbered collateral

35. Imperial Oil (237 Fourth Avenue, S.W., Calgary, AB T2P 3M9)

Imperial Oil Limited (90 Wynford Drive, Toronto, ON M3C 1K5)

Mccoll-Frontenac Petroleum Inc. (237 Fourth Avenue, S.W., Calgary, AB T2P 3M9)

Co-Op Atlantic

Co-Op Atlantique



General Collateral: A security interest is taken in all right, title, interest and benefit which the debtor now has or may hereafter have in any customer list previously transferred in whole or in part by the secured party to the debtor, including any information in such list and each customer on such list, together with any and all proceeds of the foregoing collateral, including, without limitation, money, chattel paper, intangibles, goods, documents of title, instruments and securities.



36. HSBC Bank Canada (300-2001 McGill College Ave.,

Co-Op Atlantic

Entreprises Raymond Losier Ltee


General Collateral: Supplier - Entreprises Raymond Losier Ltee Invoice No - 1025082 / 1025104 installation of tank at the Tracadie-Sheila, NB location

- 49 -




Montreal, PQ H3A 1G1)

37. HSBC Bank Canada (300-2001 McGill College Ave., Montreal, PQ H3A 1G1)

Co-Op Atlantic

The Tank Shop


General Collateral: Supplier - The Tank Shop Inc. Invoice No. 7363 1 Tipsa Tank Series 36000l U/G D/W split 2 comp with interior tank liner and strap kit




General Collateral: Supplier - Infonet Technology Corporation Invoice No - 22498 Supplier – Rapco Services Limited Invoice No - 4458 Supplier - J.P. Pump Service Ltd. Invoice No - 530, 507 Supplier - Howell Data Systems Inc. Invoice No - IN000021601 Supplier - Cari-All Invoice No - 338386 Supplier - Atlantic Signs Ltd. Invoice No – 29214A Supplier - McPhee Commercial Cabinets Ltd. Invoice No - 3649 Supplier - Lester Brown Invoice No - 1133 Supplier - Howell Data Systems Inc. Invoice No - IN000022234 Supplier - Valley Refrigeration & Air Conditioning Ltd. Invoice No - 135239, 135240 Supplier - Interweigh Systems Inc. Invoice No - 66569, 67005 Supplier – Office Interiors Invoice No - 253635- Aficio MP 4500. S/N: M2875401640 Supplier - Bell Aliant - data outright sale of internet working hardware 062747, Aliant PO:72384 Supplier - Office Xpress Inc. Invoice No - 312- Toshiba ES-452 S/N: CIH733002 Supplier - Maple Leaf Environment Equipment Invoice No - 101132-001 and all present and future attachments, accessories, repairs and replacement parts and other property and features places on, attached to or incorporated into the equipment, and all present or after-acquires insurance indemnities, replacement value, payments and proceeds that are or may be received in regards to the equipment

39. Concentra Financial

Co-Op Atlantic Regn No.: 21064167 Regn Date: Jan. 26, 2012

General Collateral: Equipment Goods

- 50 -




Services Association (c/o Comm Leasing, Box 3030, 2055 Albert S., Regina, SK S4P 3G8)

Expiry Date: Jan. 26, 2018 Fuel tanks, greaser, proceeds including but not limited to goods, chattel paper, investment property, documents of title, instruments, money, intangibles, insurance and all other proceeds arising directly or indirectly from the disposition, exchange, loss, replacement, renewal, destruction of or dealing with the collateral


40. East Coast Credit Union (Unit 2-305 Granville Street, Port Hawkesbury, NS B9A 2M5)

Concentra Financial Services Association (c/o Comm Leasing, Box 3030, 2055 Albert S., Regina, SK S4P 3G8)


General Collateral: Equipment Goods Fuel tanks, greaser, proceeds including but not limited to goods, chattel paper, investment property, documents of title, instruments, money, intangibles, insurance and all other proceeds arising directly or indirectly from the disposition, exchange, loss, replacement, renewal, destruction of or dealing with the collateral




Co-Op Atlantic

Co-Op Atlantique


General Collateral:

Please note Enterprise name is: Co-Op Atlantic/Co-Op Atlantique 114 Price Street Moncton, NB E1C 8N5


Equipment list is as follows: Qty / Model / S/N 2 / Raymond Walkies Model 8400-FRE60L / 840-12-91490 & 840-12-91478 2 / Deka Batteries Model 12LM85-13 / 1155LA &


Amendment to correct the model numbers for the 2 Raymond Walkies listed in the general collateral and serial numbered collateral

- 51 -




1156LA

Serial Numbered Collateral: RAYMOND WALKIES, MODEL: 8400-FRE60L, 8401291490 RAYMOND WALKIES, MODEL: 8400-FRE60L, 8401291478



Co-Op Atlantic

Co-Op Atlantique


General Collateral:

Please note Enterprise name is: Co-Op Atlantic/Co-Op Atlantique 114 Price Street Moncton, NB E1C 8N5


Equipment list is as follows: Qty / Model / S/N 6 / Raymond Walkies Model 8500-FRC80L / 850-12-83682, 850-12-83679, 850-12-83678, 850-12-83680, 850-12-83683 & 850-12-83684 6 / Batteries, Model #12-H80-13-3019 / S/N's: 4531LA; 4532LA; 4533LA; 4534LA; 4535LA; & 4536LA

Serial Numbered Collateral: Raymond Walkies, Model: 8500-FRC80L, 8501283682 Raymond Walkies, Model: 8500-FRC80L, 8501283679 Raymond Walkies, Model: 8500-FRC80L, 8501283678 Raymond Walkies, Model: 8500-FRC80L, 8501283680 Raymond Walkies, Model: 8500-FRC80L, 8501283683 Raymond Walkies, Model: 8500-FRC80L, 8501283684


Amendment to change the battery information listed in the general collateral

43. G. N. Johnston Equipment Co. Ltd. (5990 Avebury


Co-Op Atlantic


General Collateral:

Please note Enterprise name is: Co-Op Atlantic/Co-Op Atlantique 114 Price Street

- 52 -




Road, Mississauga, ON L5R 3R2)

Co-Op Atlantique Moncton, NB E1C 8N5


Equipment list is as follows: Qty / Model / S/N SO# 187940 2 / Deka Batteries Model 24D8513-7017 / 4547AB & 4548AB 1 / C&D Charger Model IFR24L600M-4400 / MPI-280515

SO# 187793 3 / Deka Batteries Model 18D125136C79-16.12 / 2620LA, 2621LA & 2622LA

Additional Information: Reference: SO#'S 187940 & 187793



Co-Op Atlantic

Co-Op Atlantique


General Collateral:

Please note Enterprise name is: Co-Op Atlantic/Co-Op Atlantique 270 Carr Crescent Moncton, NB A1Z 1W8

Equipment location is: Co-Op Atlantic/Co-Op Atlantique 114 Price Street Moncton, NB C1C 8N5 (sic)

Equipment list is as follows: Qty / Model / S/N 1 / Deka Battery Model 18D125136C79-16.12 / 2623LA


Co-Op Atlantic Regn No.: 21248489 Regn Date: Mar. 21, 2012 Expiry Date: Mar. 21, 2017

General Collateral: Equipment Goods Glen's Place - Parts & Labour, GNL Environmental - Parts & Labour, Hansen Sign's Ltd - Vinyl For 2 Trucks, LCR Cable, Auto Greaser for 1 truck, Datanova - parts & labour, bottom load installation, nova scotia registration, proceeds including but not limited to goods, chattel paper, investment property, documents of title, instruments, money, intangibles, insurance and all other proceeds arising directly or

- 53 -




indirectly from the disposition, exchange, loss, replacement, renewal, destruction of or dealing with the collateral


CO-OP ATLANTIC / CO-OP ATLANTIQUE

CO-OP ATLANTIC

CO-OP ATLANTIQUE

Regn No.: 21249651 Regn Date: Mar. 22, 2012 Expiry Date: Mar. 22, 2017

General Collateral:

Please note Enterprise name is: Co-Op Atlantic/Co-Op Atlantique 449 Keltic Drive Sydney, NS B1P 6H3

Equipment location is: Co-Op Atlantic/Co-Op Atlantique 114 Price Street Moncton, NB E1C 8N5

Equipment list is as follows: Qty / Model / S/N 1 / Deka Battery Model 18-D125-13 / 2624LA 2 / Deka Batteries Model 12-H80-13 / 4537LA & 4538LA

47. National Leasing Group Inc (1525 Buffalo Place, Winnipeg, MB R3T 1L9)


General Collateral: All photocopiers of every nature or kind described in Lease Number 2580804 between the secured party, as lessor and the debtor as lessee, as amended from time to time, together with all attachments, accessories and substitutions.

48. Macquarie Equipment Finance, Ltd. (181 Bay Street, Suite 3100, Toronto, ON M5J 2T3)

Co-Op Atlantic Regn No.: 21520424 Regn Date: May 24, 2012 Expiry Date: May 24, 2018

General Collateral: All equipment leased by debtor as lessee under Equipment Schedule No. COA20120430, any extensions, renewals, or modifications thereto, which incorporate(s) by reference master lease agreement between debtor as lessee and secured party as lessor which equipment is more fully described below, insurance covering same and the proceeds of all of the foregoing. The transaction represented by the financing statement is intended to be a true lease. This statement is filed for information purposes only. Equipment is described as follows: Cisco and Bell Network and Server Equipment Cisco Wireless Router Motorola Handheld Terminals Zebra Label Printers And Ribbon Cisco Wireless Access Points D-







Amended by 21705173 on July 5,

- 54 -




Link Ethernet 8-Port Switch Belkin Power Bar Surge Suppressor Motorolo MC55A0-P20SWRQA7WR MC55 Pocket Browser Scanning And Imaging Equipment

2012




Co-Op Atlantic

Co-Op Atlantique


General Collateral:

Please note Enterprise name is: Co-Op Atlantic/Co-Op Atlantique 123 Halifax St. Moncton, NB E1C 9R6

Equipment location is: Same at: 114 Price St. Moncton, NB E1C 8N5

Equipment list is as follows: Qty / Model / S/N 1 / Raymond Reach Truck Model EASI-R40TT / EZ-A-03-26520 1 / Battery Model 18-125-11 / 4205EB

Serial Numbered Collateral: Raymond Reach Truck, Model: EASI-R40TT, EZA0326520



Co-Op Atlantic

Co-Op Atlantique


General Collateral:

Please note Enterprise name is: Co-Op Atlantic/Co-Op Atlantique 123 Halifax St. Moncton, NB E1C 9R6

Equipment location is: Same at: 114 Price St. Moncton, NB E1C 8N5

Equipment list is as follows: Qty / Model / S/N 3 / Deka Batteries Model 18D125136C79 / 4206EB; 4207EB; & 4217EB

51. G. N. Johnston Equipment Co. Ltd. (5990 Avebury Road,


Co-Op Atlantic

Co-Op Atlantique


General Collateral:

Please note Enterprise name is: Co-Op Atlantic/Co-Op Atlantique PO Box 750

- 55 -




Mississauga, ON L5R 3R2)

Moncton, NB E1C 8N5

Equipment location is: Same at: 114 Price St. Moncton, NB E1A 3R2

Equipment list is as follows: Qty / Model / S/N 2 / Deka Batteries Model 12-H80-13-3019 / 8478FB & 3723GB 2 / Deka Chargers Model 6-P71-7-1352 / 3381JB & 3382JB

52. Banque HSBC Canada / HSBC Bank Canada (300-2001 McGill College Avenue, Montreal, QC H3A 1G1)







General Collateral: Supplier Invoices Arneg Canada 153133 Beachside Aire Ltd. 681, 683, 684, 678, 670, 668 Big Erics Inc. N09004 Bob's Copy Centre 158472 Bolduc 16064 Digi Canada Inc. IN0505441 Division Ten Specialties Ltd. 90721176 East Coast Bakery Equipment Inc 3445 Etalex Inc. 21207543 Franesse 0067559M, 0066950M Hill Phoenix 0674352 JSI Store Fixtures Inc. INV039849 Stor-It Systems Ltd. R019380 TFI

- 56 -




Food Equipment Solutions E29481 Traffic Tech Inc. INV11264968 Valley Refrigeration & Air Conditioning Ltd. GM00971, GM00970 And all present and future attachments, accessories, repairs and replacement parts and other property and features places on, attached to or incorporated into the equipment, and all present or after-acquires insurance indemnities, replacement value, payments and proceeds that are or may be received in regards to the equipment. Without limiting the generality of the preceeding (sic), the leasehold improvements include the outside lighting, the building, insulating, electricity and plumbing materials, the walls, roofs, floors, ceilings, doors, windows, printers, computers and lamps.


Co-Op Atlantic (five addresses listed)


General Collateral: And all present and future attachments, accessories, repairs and replacement parts and other property and features places on, attached to or incorporated into the equipment, and all present or after-acquires insurance indemnities, replacement value, payments and proceeds that are or may be received in regards to the equipment. Supplier - Atlantic Signs Ltd, Invoice # 31287 Supplier - Big Erics Inc., Invoice # N9505, N09504 Supplier - Bob's Copy Centre, Invoice # 158999 Supplier - Cari-All Inc., Invoice # 0340552 Supplier - Cari-All Inc., Invoice # 11317 Supplier - JSI Store Fixtures Inc., Invoice # INV-041330 Supplier - McPhee Commercial Cabinets Ltd, Invoice # 3869, 3923 Supplier - Mul-T-Mat & Supply Co., Invoice # 0077192 Supplier - National Energy Equipment Inc., Invoice # 53027106-00, 53027679-00 Supplier - Rapco Services Ltd., Invoice # 4783 Supplier - Stor-It Systems Limited, Invoice # R019070 Supplier - Systemes Norbec Inc, Invoice # 144086, 143238 Supplier - Valley Refrigeration & Air Conditioning Ltd., Invoice # GM01031

55. Banque HSBC Canada / HSBC

Co-Op Atlantic Regn No.: 22564991 Regn Date: Jan. 25, 2013

General Collateral: And all present and future attachments, accessories,

- 57 -




Bank Canada (300-2001 McGill College Avenue, Montreal, QC H3A 1G1)

(two addresses listed) Expiry Date: Jan. 25, 2021 repairs and replacement parts and other property and features places on, attached to or incorporated into the equipment, and all present or after-acquires insurance indemnities, replacement value, payments and proceeds that are or may be received in regards to the equipment. Without limiting the generality of the preceeding (sic), the leasehold improvements include the outside lighting, the building, insulating, electricity and plumbing materials, the walls, roofs, floors, ceilings, doors, windows, printers, computers and lamps. Supplier - Apple Auto Glass, Invoice # 25091D Supplier - A-T Construction Inc., Invoice # 1270302, 127031, 12-703-03 Supplier - Design Electric Inc., Invoice # 2011827, 2011797, 2011749, 2011911, 2011915, 2011916, 2011961, 2011980 Supplier - Dramis Network Cabling (2009) Ltd., Invoice # 50289 Supplier - George Freeze Plumbing & Heating Ltd., Invoice # 30931, 30933, 30935, 30802, 30702, 30934HB, 30936HB, 30932HB Supplier - Howell Date Sysytems Inc., Invoice # IN000025642 Supplier - ICR Sales & Service Ltd., Invoice # 12416, 12402, 12384 Supplier - Main Street Construction, Invoice # 120706, 120705, 120909, 120807, 120908, 120704, 120603, 120602, 120601, 121010, 121112 Supplier - MC Ventilation Ltd., Invoice # J006810, J006774, J006752, J006854 Supplier - McPhee Commercial Cabinets Ltd., Invoice # 3862, 3872 Supplier – Royal Door Ltd., Invoice # 131955 Supplier - Tommy's Flooring, Invoice # 36007, 35756, 36200 Supplier – Tri Province Enterprises, Invoice # 0000133877


Co-Op Atlantic Regn No.: 22636765 Regn Date: Feb. 19, 2013 Expiry Date: Feb. 19, 2018


Serial Numbered Collateral: 2013 SUBARU LEGA, 4S3BMGA65D3031032

57. Macquarie Equipment Finance Ltd.

Co-op Atlantic Regn No.: 22795090 Regn Date: April 3, 2013

General Collateral: All Equipment leased by Debtor as Lessee under Equipment Schedule No. COA20121201, any

- 58 -




(181 Bay St., 3100 Brookfield Pl., Toronto, ON M5J 2T3)

Expiry Date: April 3, 2019 extensions, renewals, or modifications thereto, which incorporate(s) by reference a Master Lease Agreement between Debtor as Lessee and Secured Party as Lessor which Equipment is more fully described below, insurance covering same and the proceeds of all of the foregoing. Equipment includes but is not limited to the following: Point of Sale Equipment, Motorola hand held devices

Additional Information: Complete address of secured party should be read as - 181 Bay Street, Ste 3100, Brookfield Pl, Po Box 830, Toronto, ON, M5J 2T3




Serial Numbered Collateral: 2013 Ford Escape S, 1FMCU0GX5DUD04794










CO-OP ATLANTIC / CO-OP ATLANTIQUE

CO-OP ATLANTIC

CO-OP ATLANTIQUE


General Collateral:



Equipment list is as follows: Qty / Model / S/N

- 59 -




6 / Raymond Walkies Model 8510-FRC80L / 851-13-10168, 851-13-10169, 851-13-10170, 851-13-10172, 851-13-10174, 851-13-10175

Serial Numbered Collateral: Raymond Walkies, Model: 8510-FRC80L, 8511310168 Raymond Walkies, Model: 8510-FRC80L, 8511310169 Raymond Walkies, Model: 8510-FRC80L, 8511310170 Raymond Walkies, Model: 8510-FRC80L, 8511310172 Raymond Walkies, Model: 8510-FRC80L, 8511310174 Raymond Walkies, Model: 8510-FRC80L, 8511310175



Co-Op Atlantic

Co-Op Atlantique


General Collateral:



Equipment list is as follows: Qty / Model / S/N 1 / Raymond Walkie Model 8510-FRC60L / 851-13-10167

Serial Numbered Collateral: Raymond Walkie, Model: 8510-FRC60L, 8511310167




Serial Numbered Collateral: 2013 Ford F150 XL 4X4 REG CAB 6.5FT, 1FTMF1EM6DFB92691

64. Foss National Co-Op Atlantic Regn No.: 22871131 General Collateral:

- 60 -




Leasing Ltd. (7200 Yonge Street, Thornhill, ON L4J 1V8)

Regn Date: April 19, 2013 Expiry Date: April 19, 2018

Amount Secured $25,730.00





Serial Numbered Collateral: 2013 Ford F150 XL 4X4 REG CAB 6.5FT, 1FTMF1EM5DKE47421




Serial Numbered Collateral: 2013 Ford F-15, 1FTEX1CM2DFB92692












Serial Numbered Collateral: 2013 Ford FU, 3FA6P0H71DR245781




Serial Numbered Collateral: 2013 Ford Escape, 1FMCU9H98DUD44016

71. G. N. Johnston Co-Op Atlantic / Co- Regn No.: 23098288 General Collateral:

- 61 -




Equipment Co. Ltd. (5990 Avebury Road, Mississauga, ON L5R 3R2)

Op Atlantique

Co-Op Atlantic

Co-Op Atlantique

Regn Date: June 7, 2013 Expiry Date: June 7, 2018



Equipment list is as follows: Qty / Model / S/N 2 / Deka Battery Model 18-D125-13 / 3157CC & 3177CC 1 / Deka Batteries Model 24-D85-13 / 4744HB




Serial Numbered Collateral: 2013 Volkswagen Jetta 2.0 TDI CMFTLNE 4D, 3VWDL7AJ1DM283923




Serial Numbered Collateral: 2013 Ford Escape S, 1FMCU0GX9DUB41213



Co-Op Atlantic

Co-Op Atlantique


General Collateral:



Equipment list is as follows: Qty / Model / S/N 4 / Deka Batteries Model 18-D125-13-6C79 / 1531gc, 2466fc, 4332hc, 1265ec

75. G. N. Johnston Equipment Co. Ltd.



General Collateral:

Equipment list as follows:

- 62 -




(5990 Avebury Road, Mississauga, ON L5R 3R2)

Co-Op Atlantic

Co-Op Atlantique

QTY – 1 Model - Deka Battery Model 18-D85-251ST6030 S/N - 2665JC

Equipment locations is: 114 Price St. Moncton, NB E1A 3R2

76. HSBC Bank Canada (300-2001 McGill College Avenue, Montreal, QC H3A 1G1)

Co-Op Atlantic (six addresses listed)


General Collateral: And all present and future attachments, accessories, repairs and replacement parts and other property and features places on, attached to or incorporated into the equipment, and all present or after-acquires insurance indemnities, replacement value, payments and proceeds that are or may be received in regards to the equipment. Supplier; Invoice # A-T Construction; 1375501- repair ceiling around new stainless hood Atlantic Signs; 31931, 32062- supply, install reface canopy new 18' pylon with led & changer and 24" signbox, Paint entire pylon, removal of reader board, reface top box, and install new led price changer unit Beachside Aire Ltd.; 687, 689, 690, 688, 723- digital modifications, oil separator , valves adjustments, removed and replace door, hook dairy case to pak, change swing of all existing freezer doors, bunker case modify case for new glass end, pipe, armaflex Big Erics; N14285- combi oven 208V s/n: E61SH12102323068, greasetrap container, ultravent for model # 60 & 101, base cabinet, install and start up, heated shelf merch 208/240 volt s/n: 00427133 Design Electric; 2011912, 2012220, 2012301, 2012226, 2012507, holdback, provide 600v to now AH-1 duet heater, new exit sign and emergency light in compressor room, photo cell on outside sign lights, hook up exhaust fan DI Canada Inc.; 148111, 146329, assy dd cab 16 hose s/n: A-272091, coop specs s/n: 34917C, fsn-11 s/n: A-269821, Ovacan s/n: 35408C; 35409C; 35410C; 35411C. Doug Forgrave Plumbing; 91473741- service call EMR Services Ltd.; 27344- Installed ultra-vent and grease collection system, rational combi-oven model # SCCWE61E. s/n:


Amendment to add additional general collateral

- 63 -




E61SH12102323068 Ermen Plumbing & Heating; W39081- hook up water and drain for new chicken oven Franesse Sales; 68631- stock truck Gallagher Technical Services; 1206-provision of engineering drawings George Freeze Plumbing & Heating; 32153- Labour and material to supply and install condensate drain on new kitchen hood using 3/4" PVC pipe

Howell Data Systems; IN000027087- Lane nexpos gas bar system installed ( point of sale system, gas pump interface, Pentium register pc, flat touch screen monitor, windows xp operating system, hds Pentium back office pc, Lexmark laser printer, intrgrtd dr & cr module) Ifoodequipment.com Inc; 288 InfoNet Technology Corp.; 23271- commander software, setup, install, training J & J Display Sales Ltd.; 214066- label strip clear J O'Brien Home Improvements; 1568 J.C Drilling; 421, drilling to join gas bar J.P. Pump Service; 732A Main Street Construction; 130506- stainless steel angle fiber glass insulation, enerfoam, plastic tape MC Ventilation Ltd.; J006860, J006958, J007004, J007084, fire dampers, duct heater, wiring, thermostat, kitchen exhaust system National Energy Equipment Inc.; 5201930901-Double wall tank c/w anchoring system, double wall split comp. anchoring system and 48" fiberglass turbine enclosures Petroleum & Environmental Services; 5247, 5264, 5263, 5292- supply and install contractore for exterior lighting and pumps 12/4 bx, conn, boxes, ocvers, switches, 20A breakers, 30A breakers, 30A 4 pole contactor Plexus; 6046376, 6046360, 6046360, supply cable boxes patch cords, fibre cable, pipe work, innerduct installed RefrigiWear; 245880- Black custom blanket RTS Companies Inc.; 91336- pallet 36" x 22"- rgd

- 64 -




black Swish Maintenance Limited; N266529- airforce hand dryer 120V white P00111908553 Tommy's Flooring; 35938, 36553, replace 255 ft2 of uct tile



Co-Op Atlantic

Co-Op Atlantique


General Collateral:



Equipment list is as follows: Qty / Model / S/N 2 / Deka Batteries Model 18-D125-13-6C79 / 1242KC & 1243KC



Co-Op Atlantic

Co-Op Atlantique


General Collateral:



Equipment list is as follows: Qty / Model / S/N 1 / Raymond Forklift Model EZ-R45TT / EZ-D-05-34199 1 / Deka Battery Model 18-D125-13-6C79 / 33951C Serial Numbered Collateral: Raymond Forklift, Model: EZ-R45TT, EZD0534199


Co-Op Atlantic

Co-op Atlantic / Co-op Atlantique

Co-op Atlantique


General Collateral: Agency agreement portion: Supplier/Invoice # Agricultural Enterprises Ltd./22588, 22649, 22644, 22650 A-Tech Roofing Ltd./201309061, 201309061HB J.M. Giffin Engineering Inc./J41-21011/3 JDR Demolition NB Inc./68, 42 RCM


Amendment to add additional general collateral

- 65 -




Fabrication Inc./J000385, J000343, J000261, J000171 Stairs Construction /13-761, 13-760 Sale & Lease Back portion: Supplier/Invoice # Agricultural Enterprises Ltd./22389, 22237, 22272, 22299, 22469, 22263, 22006, 22162, 21906, 21983, 21905, 21982, 22081, 22159, 22022, 22163, 22373, 21980, 21999, 22614, 22591 Enterprice Services/1545, 1528

All of the equipment of the Debtor more particularly described in the Fixed Rate lease Schedule dated December 30, 2013 between the debtor and the secured party consisting of equipment and leasehold improvements situate at or used in connection with the Debtor's feed mill at 92 Halifax Street, Moncton, New Brunswick, including without limiting the foregoing: Leasehold improvement and all present and future attachments, accessories, repairs and replacement parts and other property and features places on, attached to or incorporated into the leasehold, and all present or after-acquires insurance indemnities, replacement value, payments and proceeds that are or may be received in regards to the equipment. Without limiting the generality of the preceeding (sic), the leasehold improvements include the outside lighting, the building, insulating, electricity and plumbing materials, the walls, roofs, floors, ceilings, doors, windows, printers, computers and lamps. Agency agreement portion: Supplier Invoice # Agricultural Enterprises Ltd. 22588, 22649, 22644, 22650 A-Tech Roofing Ltd. 201309061, 201309061HB J.M. Giffin Engineering Inc. J41-21011/3 JDR Demolition NB Inc. 68, 42 RCM Fabrication Inc. J000385, J000343, J000261, J000171 Stairs Construction 13-761, 13-760

Sale & Lease Back portion: Supplier Invoice #

- 66 -




Agricultural Enterprises Ltd. 22389, 22237, 22272, 22299, 22469, 22263, 22006, 22162, 21906, 21983, 21905, 21982, 22081, 22159, 22022, 22163, 22373, 21980, 21999, 22614, 22591 Enterprice Services 1545, 1528

And further without limiting the foregoing, including:Bagging equipment Materials for bagging system Electrical distribution tower 2 35 kva transformers HD 81X chain Load out bin Grain elevator Sprinkler Mezzanine Mezzanine Mezzanine Bagging catwalk Mechanical gates Bucket elevators Flying Dutchmen Cage kit Bottom cage Commercial door standoff platform Scale hoppers Porta bins Molasses feed mixer Mettler Toledo VTS 101 Orthotropic deck scale Epson ticket printer Scoreboard Mettle Toledo VTS 101 orthotropic deck scale Ladder and cages for bagging system Temperature drag Heaters

80. HSBC Bank Canada (300-2001 McGill College Avenue,

Co-Op Atlantic (five addresses listed)


General Collateral: Supplier/Invoice #/ Description Bateman Equipment/13056/ Molasses Addition System Big Erics/N14286/ Mapleton Deli Equip Fero Waste &

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Montreal, QC H3A 1G1)

Recycling/809120/ Sev #001 MON Waste Compactor Office Interiors/369950/ EZ221 Duplicator, s/n: 76691137 Office Xpress/2771/ Toshiba es-555 photocopier, s/n: CBJ912162 Plexus/6049014/ Ken Val - cable Retalix/210223643/Batteries T5/A500 Softchoice/3476277/ Meraki Hardware PPT wireless access point for Rite Stop Vifam Pro-Services Inc./7782/ New Holmen Pellet durability tester, model NHP100, s/n: 1409/3/2




Serial Numbered Collateral: 2014 Toyota RA, 2T3DFREV7EW128229


Co-Op Atlantic Regn No.: 24124786 Regn Date: Mar. 14, 2014 Expiry Date: Mar. 14, 2019


Serial Numbered Collateral: 2014 Ford F-150, 1FTMF1EM8EFA95803




Serial Numbered Collateral: 2014 Chevrolet Equinox LS, 2GNALAEK5E6288843



Co-Op Atlantic

Co-Op Atlantique

Regn No.: 24324782 Regn Date: May 5, 2014 Expiry Date: May 5, 2019

General Collateral:



Equipment list is as follows: SO #269402: Qty / Model / S/N 3 / Raymond Walkies Model 8410-FRE60L / 841-14-18528, 841-14-18534, 841-14-18535

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3 / Deka Batteries Model 12H80133019-13 / 3774AC, 3775AC, 3776AC SO #269407: Qty / Model / S/N 3 / Raymond Walkies Model 8510-FRC80L / 851-14-10957, 851-14-10959, 851-14-10960 3 / Deka Batteries Model 12H8013301913 / 3777AC, 3778AC, 3779AC

Serial Numbered Collateral: Raymond Walkies, Model: 8410-FRE60L, 8411418528 Raymond Walkies, Model: 8410-FRE60L, 8411418534 Raymond Walkies, Model: 8410-FRE60L, 8411418535 Raymond Walkies, Model: 8510-FRC80L, 8511410957 Raymond Walkies, Model: 8510-FRC80L, 8511410959 Raymond Walkies, Model: 8510-FRC80L, 8511410960

Additional Information: **SO #269402 and SO #269407**




Serial Numbered Collateral: 2014 Ford Escape, 1FMCU9GX3EUC86964




General Collateral: Supplier/Invoice #/INCLUDING equipment with SERIAL #: Arneg Canada/161839/ Bolduc/20448/ D.J. Taylor Electric Ltd./18876/ DI Canada/162329/ Digi Canada Inc./31302218, 31400704/ Doubleday Mechanical Ltd./22341/ Dynamic Painting/1441/ Electro Mechanical Services/INV000086418, INV000084307/ Food Equipment PLUS/11272/11807 GBS Food Equipment Inc./327578/100064933 Howell Data Systems

- 69 -




Inc./277, INV000028246/ Hussmann Canada Inc./10-34464/MY14A001547; MY14A001548; MY14A001549; MY14A001550; MY14A001551; MY14A001552 Instore Products Limited/41152/ ITM Instruments/21675-00/TIS-14030039 John Boyd Plumbing & Heating/2015/ Johnston Equipment/3291242/5108480-13 Keltic Logistics/S1252/ Konstant Redirack/IN11-470126/ Labrador Glass & Aluminum Ltd./46634, 46900/ Lowther Refrigeration/31745/ Main Street Construction/140301/ Point Zero Refrigeration/313, 377, 356, 305/ RefrigiWear/307977/ Robert Bury/322737/ Royal Door/139375/ Soca Products/11946, 12031/7230000508581; 8016000501197 CZ000210179; S1023400501335; S8352000507617 Softchoice LP/3526840/ Stairs Construction/14-806, 14-799, 14-802/ Stor-It Systems/22602/ Valley Refrigeration/GM01176, GM01177, GM01158/ Waste Management/726-269569/



General Collateral: Supplier/Invoice #/Including equipment with serial #: Air Repair Sales & Service/46973/ Charlottetown Metal Products/9911, 10125, 10132/ CVP Systems/248805, 248807, 246708, 246712/1304-054, 1307-055 D.R. Scrap Metals/47101423, 47101435/ Domino/10202, 3253640/ Foodlogistik/6012-13 (same inv/ Franesse/0077228M, 0077229M, 0077230M/ Harco Enterprises/0000066903/ Interweigh Systems Inc./80692/ Ishida Canada/4368, 4701, 4740/100041032 Loma Systems/0133582/ Meyer Service & Supply/37530/ Orbis Canada/3563812/ Prime Top Cuts/32423, 32595/



General Collateral: AMOUNT SECURED $45,088.00

Serial Numbered Collateral: 2014 Toyota Highlander Limited 4DR AW, 5TDDKRFH6ES062018

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89. Element Financial Corporation (161 Bay Street, Suite 4600, Toronto, ON M5J 2S1)






General Collateral: General Collateral Miscellaneous equipment (NB & NL) and all present and future attachments, accessories, repairs and replacement parts and other property and features places on, attached to or incorporated into the Retail Ready Meat Plant (Dieppe, NB), and all present or after-acquires insurance indemnities, replacement value, payments and proceeds that are or may be received in regards to the equipment Supplier; Invoice #; Including equipment with serial #: East Penn Canada; INV0715096; Battery Price Street Konstant Redirack; IN11471199, IN11478516; Safety Locking Clips Gander, Racking Gander Orbis Canada; 35040313; Meat Totes - Central Cut Point Zero Refrigeration; 391, 422; Compressor KenVal Professional Tire; 1104552; Racking Gander Refrigeration Air C; 31614, 31254, 31753, 31752; Compressor Carol Wabush Valley Refrigeration; 174990, 173264; Compressor Mapleton D.R. Scrap Metals ; 47101443; Knife holder Handtmann; I0053085, I0051100, I0051613, I0051099, I0051612, I0055061; Grinder & sausage cutter including continuous vacuum filling machine s/n: 33608, Sanitation trolley 449-01 s/n: 15002427, automatic lifting and tipping device s/n: 15322205, holding device 416 s/n: 16302035, linking gearbox 410 s/n: 16002250, grinder head complete s/n: 14302583, ground meat divider s/n: 33613, linking & cutting line s/n: 13750, Grinder head complete s/n: 14400538. Assembly tool Loma Systems; 131969; Metal Detector - relates to Invoice #0133582 process on previous lease

- 71 -





Co-Op Atlantic Regn No. 25376229 Regn Date: Jan. 16, 2015 Expiry Date: Jan. 16, 2020

General Collateral: AMOUNT SECURED $21,648.00

Serial Numbered Collateral: 2015 CHEVROLET EQUINOX LS, 2GNALAEK0F6239275





Serial Numbered Collateral: 2011 Hyundai Sonata, 5NPEB4AC6BH103591

93. Concentra Financial (333 3rd Ave North, Saskatoon, SK S7k 2M2)



General Collateral: All of the debtor's present and after acquired property and proceeds of every item or kind including but not limited to equipment, inventory, goods, notes, chattel paper, contract rights, accounts, rental payments, insurance payments, instruments, securities, intangibles and any othe (sic) property or obligations received when the collateral or proceeds are sold, collected, dealt with, exchanged or otherwise disposed of.

94. RCAP Leasing Inc. (5575 North Service Rd., Ste 300, Burlington, ON L7L 6M1)




General Collateral: Copier equipment as described on leases, from time to time leased by the secured party to the debtor and any proceeds thereof, together with all replacement parts, accessories and attachments

Renewed by 22927875 on May 1, 2013





General Collateral:


Equipment location is: SAME AT: 114 Price St.

- 72 -




Moncton, NB E1A 3R2

Equipment list is as follows: Qty Model S/N 2 Deka Batteries Model 09561D 18-D125-13-6C79 09571D




General Collateral: Please reference the above SO# on the PPRS Verification Statement under File Name.


Equipment location is: SAME AT: 114 Price St. Moncton, NB E1A 3R2

Equipment list is as follows: Qty Model S/N 1 Deka Battery Model 12D125153613-14.12 4256HD



Regn No.: 25514969 Regn Date: March 4, 2015 Expiry Date: March 4, 2020

General Collateral: Please note Enterprise name is: Co-Op Atlantic/Co-Op Atlantique PO Box 750 Moncton, NB E1C 8N5

Equipment location is: SAME AT: 114 Price St. Moncton, NB E1A 3R2

Equipment list is as follows: Qty Model S/N 1 Deka Battery Model 24D85-13 7736 2268LD

Additional Information: Amended due to Ommission of a Letter


Amendment to correct debtor name and to add additional information

- 73 -

(b) Co-op Atlantic Co-op Atlantique; and Co-op Atlantique






(a) Co-op Atlantic; and Co-op Atlantique


1. Section 427 Bank Act (Canada) New Brunswick Registrations only As of December 30, 2014:

Name: Co-op Atlantic Co-op Atlantique Address: 123 Halifax Street, Moncton, NB E1C 8N5 Date: February 1, 2010 Expires December 31, 2015 Number 01249211 Bank: 0006 – National Bank of Canada, 10351- 735 Main, Suite 101, Moncton, NB E1C 1E5

Name: Co-op Atlantic Co-op Atlantique Address: 123 Halifax Street, P.O. Box: 750, Moncton, NB E1C 8N5 Date: August 12, 2014 Expires December 31, 2019 Number 01294207 Bank: 0006 – National Bank of Canada, 10351- 735 Main, Suite 101, Moncton, NB E1C 1E5

2. Executions Act (New Brunswick) Moncton, New Brunswick Not Searched

3. Litigation Moncton, New Brunswick Not Searched

- 74 -

(b) Co-op Atlantic Co-op Atlantique


4. Section 427 Bank Act (Canada) New Brunswick Registrations only Clear as of December 30, 2014



IV. NEWFOUNDLAND AND LABRADOR

1. PERSONAL PROPERTY SECURITY ACT (Newfoundland and Labrador) - File Currency: June 26, 2015

(a) Co-op Atlantic




1. National Bank of Canada (Account Manager, 71 King Street, Saint John, NB E2l G5)


Co-Op Atlantic

Co-Op Atlantique



General Collateral: 1. Accounts Receivable or Accounts All debts, Accounts, claims, moneys and choses in action which now are or which may at any time hereafter be due or owing to or owned by the Debtor and also all securities, mortgages, bills, notes and other documents now held or owned or which may be hereafter taken, held or owned by or on behalf of the Debtor in respect of the said debts, Accounts, claims, moneys and choses in action, or any part thereof, and also all books, documents and papers recording, evidencing or relating to the said debts, Accounts, claims, moneys and choses in action, or any part thereof. All of which are hereinafter called "Accounts Receivable" or "Accounts".

2. Goods All Goods (including all parts, accessories, attachments, additions and accessions thereto) now owned or hereafter owned or acquired by the Debtor including, without limitation, all equipment, inventory, farm products, machinery, tools, apparatus, plant, furniture, fixtures, and Serial Numbered Goods







- 75 -




now owned or hereafter acquired by the Debtor. All of which are hereinafter called "Goods".

3. Intangibles All Intangibles now owned or hereafter acquired by the Debtor and which are not included in paragraph (1.) above, including, without limitation, all contractual rights, goodwill, patents, trade marks, trade names, copyrights, permits and quotes, and other industrial property now owned or hereafter acquired by the Debtor and the undertaking of the Debtor. All of which are hereinafter called "intangibles".

4. Other Personal Property All Securities (including without limitation shares, stocks, warrants, bonds and debentures), Instruments (including without limitation cheques, notes, bills of exchange, letters of credit and advices of credit), Chattel Paper (including without limitation chattel mortgages, conditional sale contracts, lease-option agreements and leases), Documents of Title (including without limitation warehouse receipts and bills of lading) and Money now owned or hereafter acquired by the Debtor. All of which are hereinafter respectively called "Securities", "Instruments", "Chattel Paper", "Documents of Title" and "Money".

5. Leaseholds, Real and Immovable Property All real and immovable property, both freehold and leasehold, and any interest therein, now owned or hereafter acquired by the Debtor, together with all buildings, erections, Improvements and fixtures situate thereupon or used in connection therewith and including the property set forth and described in Schedule "A" which forms part of the General Security Agreement made between the Debtor and National Bank of Canada, including any lease, verbal or written or any agreement therefor, provided, however, the last day of any term of any such lease, verbal or written, or any agreement therefor, is

- 76 -




excepted out of the property charged by this security agreement, but the Debtor shall stand possessed of any such reversion upon trust to assign and dispose thereof as the Bank may direct.

6. Proceeds All personal property derived directly or indirectly from any dealing with the Collateral of the Debtor or its proceeds, including the right to an insurance payment or any other payment as indemnity or compensation for loss of or damage to the Collateral or proceeds of the Collateral. All of which are hereinafter called "Proceeds".

2. National Bank of Canada (Account Manager, 71 King Street, Saint John, NB E2L 1G5)


Co-Op Atlantic

Co-Op Atlantique




Additional information:

A security interest is taken in all of the debtor's present and after-acquired personal property and accretions thereto and all proceeds derived directly or indirectly from any dealings with the collateral.



Amendment to add additional debtors and additional general collateral










General Collateral: Supplier - Infonet Technology Corporation Invoice No - 22498 Supplier – Rapco Services Limited Invoice No - 4458 Supplier - J.P. Pump Service Ltd. Invoice No - 530, 507 Supplier - Howell Data Systems Inc. Invoice No - In000021601 Supplier - Cari-All Invoice No - 338386 Supplier - Atlantic Signs Ltd. Invoice No - 29214A Supplier - McPhee Commercial Cabinets Ltd. Invoice No - 3649 Supplier - Lester Brown Invoice No - 1133 Supplier -

- 77 -




Howell Data Systems Inc. Invoice No - IN000022234 Supplier - Valley Refrigeration & Air Conditioning Ltd. Invoice No - 135239, 135240 Supplier - Interweigh Systems Inc. Invoice No - 66569, 67005 Supplier – Office Interiors Invoice No - 253635- Aficio MP 4500. S/N: M2875401640 Supplier - Bell Aliant - Data Outright Sale of Internet Working Hardware 062747, Aliant PO:72384 Supplier - Office Xpress Inc. Invoice No - 312- Toshiba ES-452 S/N: CIH733002 Supplier - Maple Leaf Environment Equipment Invoice No - 101132-001 And all present and future attachments, accessories, repairs and replacement parts and other property and features places on, attached to or incorporated into the equipment, and all present or after-acquires insurance indemnities, replacement value, payments and proceeds that are or may be received in regards to the equipment

4. Banque HSBC Canada / HSBC Bank Canada (300-2001 McGill College Ave., Montreal, PQ H3A 1G1)




5. Banque HSBC Co-Op Atlantic Regn No.: 10696185 General Collateral:

- 78 -




Canada / HSBC Bank Canada (300-2001 McGill College Ave., Montreal, PQ H3A 1G1)

(five addresses listed) Regn Date: Jan. 25, 2013 Expiry Date: Jan. 25, 2021

And all present and future attachments, accessories, repairs and replacement parts and other property and features places on, attached to or incorporated into the equipment, and all present or after-acquires insurance indemnities, replacement value, payments and proceeds that are or may be received in regards to the equipment. Supplier - Atlantic Signs Ltd, Invoice # 31287 Supplier - Big Erics Inc., Invoice # N9505, N09504 Supplier - Bob's Copy Centre, Invoice # 158999 Supplier - Cari-All Inc., Invoice # 0340552 Supplier - Cari-All Inc., Invoice # 11317 Supplier - JSI Store Fixtures Inc., Invoice # INV-041330 Supplier - McPhee Commercial Cabinets Ltd, Invoice # 3869, 3923 Supplier - Mul-T-Mat & Supply Co., Invoice # 0077192 Supplier - National Energy Equipment Inc., Invoice # 53027106-00, 53027679-00 Supplier - Rapco Services Ltd., Invoice # 4783 Supplier - Stor-It Systems Limited, Invoice # R019070 Supplier - Systemes Norbec Inc, Invoice # 144086, 143238 Supplier - Valley Refrigeration & Air Conditioning Ltd., Invoice # GM01031



Co-Op Atlantic

Co-Op Atlantique


General Collateral:

Equipment location is: 270 Carr Crescent Gander NF A1Z 1W8

Qty – 1 Model - Raymond Forklift Model DSS-C35TT s/N - DSS-02-05517

Qty – 1 Model - DEKA Battery Model 18D12513 S/N - 2060EA

Serial Numbered Collateral: Raymond Forklift Model DSS-C35TT, DSS0205517

7. Foss National Leasing Ltd (7200 Yonge St.,


General Collateral: N65863, PROV. CHG., $22700.00

- 79 -




Thornhill, ON L4J 1V8)

Serial Numbered Collateral: 2013 Chevrolet Equinox, 2GNALBEK3D6275481




General Collateral: And all present and future attachments, accessories, repairs and replacement parts and other property and features places on, attached to or incorporated into the equipment, and all present or after-acquires insurance indemnities, replacement value, payments and proceeds that are or may be received in regards to the equipment. Supplier; Invoice # A-T Construction; 1375501- repair ceiling around new stainless hood Atlantic Signs; 31931, 32062- supply, install reface canopy new 18' pylon with led & changer and 24" signbox, Paint entire pylon, removal of reader board, reface top box, and install new led price changer unit Beachside Aire Ltd.; 687, 689, 690, 688, 723- digital modifications, oil separator , valves adjustments, removed and replace door, hook dairy case to pak, change swing of all existing freezer doors, bunker case modify case for new glass end, pipe, armaflex Big Erics; N14285- combi oven 208V s/n: E61SH12102323068, greasetrap container, ultravent for model # 60 & 101, base cabinet, install and start up, heated shelf merch 208/240 volt s/n: 00427133 Design Electric; 2011912, 2012220, 2012301, 2012226, 2012507, holdback, provide 600v to now AH-1 duet heater, new exit sign and emergency light in compressor room, photo cell on outside sign lights, hook up exhaust fan DI Canada Inc.; 148111, 146329, assy dd cab 16 hose s/n: A-272091, coop specs s/n: 34917C, fsn-11 s/n: A-269821, Ovacan s/n: 35408C; 35409C; 35410C; 35411C. Doug Forgrave Plumbing; 91473741- service call EMR Services Ltd.; 27344- Installed ultra-vent and grease collection system, rational combi-oven model # SCCWE61E. s/n: E61SH12102323068 Ermen Plumbing & Heating; W39081- hook up water and drain for new chicken oven Franesse Sales; 68631- stock truck Gallagher Technical Services; 1206-provision of engineering



- 80 -




drawings George Freeze Plumbing & Heating; 32153- Labour and material to supply and install condensate drain on new kitchen hood using 3/4" PVC pipe

Additional Information: Howell Data Systems; IN000027087- Lane nexpos gas bar system installed ( point of sale system, gas pump interface, Pentium register pc, flat touch screen monitor, windows xp operating system, hds Pentium back office pc, Lexmark laser printer, intrgrtd dr & cr module) Ifoodequipment.com Inc; 288 InfoNet Technology Corp.; 23271- commander software, setup, install, training J & J Display Sales Ltd.; 214066- label strip clear J O'Brien Home Improvements; 1568 J.C Drilling; 421, drilling to join gas bar J.P. Pump Service; 732A Main Street Construction; 130506- stainless steel angle fiber glass insulation, enerfoam, plastic tape MC Ventilation Ltd.; J006860, J006958, J007004, J007084, fire dampers, duct heater, wiring, thermostat, kitchen exhaust system National Energy Equipment Inc.; 5201930901-Double wall tank c/w anchoring system, double wall split comp. anchoring system and 48" fiberglass turbine enclosures Petroleum & Environmental Services; 5247, 5264, 5263, 5292- supply and install contractore for exterior lighting and pumps 12/4 bx, conn, boxes, ocvers (sic), switches, 20A breakers, 30A breakers, 30A 4 pole contactor Plexus; 6046376, 6046360, 6046360, supply cable boxes patch cords, fibre cable, pipe work, innerduct installed RefrigiWear; 245880- Black custom blanket RTS Companies Inc.; 91336- pallet 36" x 22"- rgd black Swish Maintenance Limited; N266529- airforce hand dryer 120V white P00111908553 Tommy's Flooring; 35938, 36553, replace 255 ft2 of

- 81 -




uct tile



Co-Op Atlantic

Co-Op Atlantique



General Collateral:


Equipment location is: SAME AT: 270 Carr Crescent Gander, NL A1Z 1W8

Equipment list is as follows: Qty / Model / S/N 1 / Deka Battery Model 18-D125-13-6C79 / 1662JC


Co-Op Atlantic Regn No.: 11617867 Regn Date: Dec. 31, 2013 Expiry Date: Dec. 31, 2021

General Collateral: Supplier/Invoice#/Description Big Erics/N15144/ GDM Black Cooler W/LED Lights , s/n: 7366666



General Collateral: Supplier/Invoice #/INCLUDING equipment with SERIAL #: Arneg Canada/161839/ Bolduc/20448/ D.J. Taylor Electric Ltd./18876/ DI Canada/162329/ Digi Canada Inc./31302218, 31400704/ Doubleday Mechanical Ltd./22341/ Dynamic Painting/1441/ Electro Mechanical Services/INV000086418, INV000084307/ Food Equipment PLUS/11272/11807 GBS Food Equipment Inc./327578/100064933 Howell Data Systems Inc./277, INV000028246/ Hussmann Canada Inc./10-34464/MY14A001547; MY14A001548; MY14A001549; MY14A001550; MY14A001551; MY14A001552 Instore Products Limited/41152/ ITM Instruments/21675-00/TIS-14030039 John Boyd Plumbing & Heating/2015/ Johnston Equipment/3291242/5108480-13 Keltic Logistics/S1252/ Konstant Redirack/IN11-470126/ Labrador Glass & Aluminum Ltd./46634, 46900/ Lowther Refrigeration/31745/ Main Street

- 82 -




Construction/140301/ Point Zero Refrigeration/313, 377, 356, 305/ RefrigiWear/307977/ Robert Bury/322737/ Royal Door/139375/ Soca Products/11946, 12031/7230000508581; 8016000501197 CZ000210179; S1023400501335; S8352000507617 Softchoice LP/3526840/ Stairs Construction/14-806, 14-799, 14-802/ Stor-It Systems/22602/ Valley Refrigeration/GM01176, GM01177, GM01158/ Waste Management/726-269569/







General Collateral: General Collateral Miscellaneous equipment (NB & NL) and all present and future attachments, accessories, repairs and replacement parts and other property and features places on, attached to or incorporated into the Retail Ready Meat Plant (Dieppe, NB), and all present or after-acquires insurance indemnities, replacement value, payments and proceeds that are or may be received in regards to the equipment Supplier; Invoice #; Including equipment with serial #: East Penn Canada; INV0715096; Battery Price Street Konstant Redirack; IN11471199, IN11478516; Safety Locking Clips Gander, Racking Gander Orbis Canada; 35040313; Meat Totes - Central Cut Point Zero Refrigeration; 391, 422; Compressor KenVal Professional Tire; 1104552; Racking Gander Refrigeration Air C; 31614, 31254, 31753, 31752; Compressor Carol Wabush Valley Refrigeration; 174990, 173264; Compressor Mapleton D.R. Scrap Metals ; 47101443; Knife holder Handtmann; I0053085, I0051100, I0051613, I0051099, I0051612, I0055061; Grinder &

- 83 -




sausage cutter including continuous vacuum filling machine s/n: 33608, Sanitation trolley 449-01 s/n: 15002427, automatic lifting and tipping device s/n: 15322205, holding device 416 s/n: 16302035, linking gearbox 410 s/n: 16002250, grinder head complete s/n: 14302583, ground meat divider s/n: 33613, linking & cutting line s/n: 13750, Grinder head complete s/n: 14400538. Assembly tool Loma Systems; 131969; Metal Detector - relates to Invoice #0133582 process on previous lease

14. Concentra Financial (333 3rd Ave North, Saskatoon, SK S7K 2M2)



General Collateral: All of the debtor's present and after-acquired property and proceeds of every item or kind including but no limited to equipment, inventory, goods, notes, chattel paper, contract rights, accounts, rental payments, insurance payments, instruments, securities, intangibles and any other property or obligations received when teh collateral or proceeds are sold, collected dealt with, exchanged or otherwise disposed of.




General Collateral: Please note Enterprise name is: Co-Op Atlantic/Co-Op Atlantique PO BOX 750 Moncton, NB E1C 8N5

Equipment location is: Co-Op Atlantic/Co-Op Atlantique 270 Carr Crescent Gander, NL A1Z 1W8

Equipment list is as follows: Qty Model S/N 1 Raymond Forklift Model EZ-R45TT EZ-D-05-34595/259244RR 1 DEKA Battery Model 18D125136C79-16.12 3720JD

Serial Numbered Collateral:

- 84 -




Raymond Forklift Model EZ-R45TT, VIN listed







(a) Co-op Atlantic


1. Bankruptcy and Insolvency Act (Canada) Province-wide Not Searched

2. Section 427 Bank Act (Canada) Newfoundland and Labrador Registrations only Clear as of December 30, 2014

3. Executions Act (Newfoundland and Labrador) Province-wide As of December 30, 2014 (Please note that one Execution action was disclosed. Kindly advise should you require further information):

Debtor Name: Co-op Atlantic

4. Litigation St. John’s, Newfoundland and Labrador Not Searched




2. Section 427 Bank Act (Canada) Newfoundland and Labrador Registrations only Clear as of December 30, 2014

3. Executions Act (Newfoundland and Labrador) Province-wide Clear as of December 30, 2014

- 85 -



V. PRINCE EDWARD ISLAND

1. PERSONAL PROPERTY SECURITY ACT (Prince Edward Island) - File Currency: June 26, 2015

(a) Co-op Atlantic Co-op Atlantique




1. PHH Vehicle Management Services Inc. (2233 Argentia Rd., Suite 400, Mississauga, ON L5N 2X7)

Co-Op Atlantic

Co-Op Atlantique





Co-Op Fuels Ltd.

Macleods Wholesale Limited



General Collateral: All present and future motor vehicles (including, without limitation, passenger automobiles, trucks, truck tractors, truck trailers, truck chassis or truck bodies), automotive equipment (including, without limitation, trailers, boxes and refrigeration units) and materials-handling equipment leased from time to time by the Secured Party to the Debtor, together with all present and future attachments, accessions, appurtenances, accesories (sic) and replacement parts, and all proceeds of or relating to any of the foregoing.













- 86 -




2. National Bank of Canada (Account Manager, 71 King Street, Saint John, NB E2L 1G5)


Co-Op Atlantic

Co-Op Atlantique




Additional Information: A security interest is taken in all of the Debtor's present and after-acquired personal property and accretions thereto and all proceeds derived directly or indirectly from any dealings with the collateral.



Amendment to add additional debtors and additional general collateral







3. Dell Financial Services Canada Limited (155 Gordon Baker Rd., Ste 501, North York, ON M2H 3N5)



General Collateral: All Dell and non Dell computer equipment and peripherals wherever located heretofore or hereafter leased to debtor by secured party pursuant to a Master Lease Agreement No 540868 dated the 29 of June 2001 together with all substitutions, additions, accessions and replacements thereto and thereof now and hereafter installed in, affixed to, or used in conjunction with such equipment and proceeds thereof together with all rental or installment payments, insurance proceeds, other proceeds and payments due or to become due and arising from or relating to such equipment. Proceeds: all present and after-acquired personal property.



4. Canadian Imperial Bank of Commerce (Box 219, Souris, PE C0A 2B0)



General Collateral: All debts, accounts or claims against Souris Co-operative Association, Limited now or hereafter held by the Debtor. Proceeds: goods, securities, instruments, documents of title, chattel paper, intangibles, fixtures, money, crops or licenses as defined in Personal Property Security Act, derived directly or indirectly for any dealings with the



- 87 -




collateral. -limited to the principal sum of cdn$ 50,000.00 plus interest (includind (sic) compound interest) from the date if CIBC's demand for payment upon me or the Customer at the rates (and in the currency) applicable to the corresponding Customer's liabilities.

5. HSBC Bank Canada (1500-888 Dunsmuir St., Vancouver, BC V6C 3K4)

National Leasing Group Inc. (1525 Buffalo Place, Winnipeg, MB R3T 1L9)


General collateral: All goods and equipment of every nature or kind leased pursuant To Master Lease Agreement Number 50281094 between the secured party, as lessor and the debtor as lessee, as amended from time to time, together with all attachments, accessories and substitutions, including all after acquired goods and equipment subject to any interim funding agreement(s) and any lease schedules attached to and forming part of master lease agreement number 50281094.

6. Concentra Financial Services Association (c/o Comm Leasing, Box3030, Regina, SK S4P 3G8)



General Collateral: Proceeds including but not limited to: goods, chattel paper, investment property, documents of title, instruments, money, intangibles, insurance and all other proceeds arising directly or indirectly from the disposition, exchange, loss, replacement, renewal, destruction of or dealing with the collateral collateral (sic) classification – equipment

Serial Numbered Collateral: 2010 Highway Truck 7500, 1HTWNAZT9AJ244341




Amendment to remove “Inventory, Accounts, Other” from the general collateral

7. LiftCapital Corporation (300 The East Mall, Suite 401, Toronto, ON M9B 6B7)


Co-Op Atlantique (two addresses listed)


General Collateral: To supply and install a new roof at the Queen Street Co-Op Food Market, located at 420 Queen Street, Charlottetown, P.E.I., C1A 4E6 together with all parts, attachments, accessories, additions, repair parts, and other equipment placed on or forming part of the goods described herein with any proceeds thereof and therefrom including, without limitation, all goods, securities, instruments, documents of title, chattel paper and intangibles (as defined in the Personal

- 88 -




Property Security Act).




9. Concentra Financial Services Association (c/o Comm Leasing, Box3030, 2055 Albert S., Regina, SK S4P 3G8)

Co-Op Atlantic Regn No.: 2745827 Regn Date: Aug. 31, 2011 Expiry Date: Aug 31. 2017

General Collateral: Inventory Equipment Goods Accounts Other 1-used fuel trucks, proceeds including but not limited to goods, chattel paper, investment property, documents of title, instruments, money, intangibles, insurance and all other proceeds arising directly or indirectly from the disposition, exchange, loss, replacement, renewal, destruction of or dealing with the collateral

Additional Information: Two fuel delivery trucks comes with one Almac Tank Serial # 1115625 and #1115652 and mounted on 2012 International 7500 Chassis; auto greaser, fuel management software and hardware package, proceeds including but not limited to goods, chattel paper, investment property, documents of title instruments, money, intangibles, insurance and all other proceeds arising directly or indirectly from the disposition, exchange, loss, replacement, renewal, destruction of or dealing with the collateral.

Serial Numbered Collateral: 2012 International Tandum Truck, 1HTWNAZT3CJ631602 2012 International Tandum Truck,




Amendment to add additional serial numbered collateral

- 89 -




1HTWNAZTXCJ631600

10. Imperial Oil (237 Fourth Avenue, S.W., Calgary, AB T2P 3M9)

Imperial Oil Limited (90 Wynford Drive, Toronto, ON M3C 1K5)

Mccoll-Frontenac Petroleum Inc. (237 Fourth Avenue, S.W., Calgary, AB T2P 3M9)

Co-Op Atlantic

Co-Op Atlantique



General Collateral: A security interest is taken in all right, title, interest and benefit which the debtor now has or may hereafter have in any customer list previously transferred in whole or in part by the secured party to the debtor, including any information in such list and each customer on such list, together with any and all proceeds of the foregoing collateral, including, without limitation, money, chattel paper, intangibles, goods, documents of title, instruments and securities.



11. Concentra Financial Services Association (c/o Comm Leasing, Box3030, Regina, SK S4P 3G8)

Omista Credit Union (1192 Mountain Rd., Unit 1, Moncton, NB E1C 2T6)


General Collateral: Proceeds including but not limited to: goods, chattel paper, investment property, documents of title, instruments, money, intangibles, insurance and all other proceeds arising directly or indirectly from the disposition, exchange, loss, replacement, renewal, destruction of or dealing with the collateral collateral (sic) classification - equipment, inventory, accounts, other

Serial Numbered Collateral: 2007 Peterbilt Tandem Axle Tanker Truck, 2NPLLZ0X27M692497


Amendment to add an additional secured party and delete a motor vehicle as serial numbered collateral

12. Concentra Financial Services Association (c/o Comm Leasing,

Co-Op Atlantic Regn No.: 2871592 Regn Date: March 29, 2012 Expiry Date: March 29, 2017

General Collateral: Glen's Place - Parts & Labour, GNL Environmental - Parts & Labour, Hansen Sign's Ltd - vinyl for 2 trucks, LCR Cable, auto greaser for 1 truck, Datanova - parts & labour, bottom load installation, Nova Scotia Registration, Proceeds including but not

- 90 -




Box3030, Regina, SK S4P 3G8)

limited to: goods, chattel paper, investment property, documents of title, instruments, money, intangibles, insurance and all other proceeds arising directly or indirectly from the disposition, exchange, loss, replacement, renewal, destruction of or dealing with the collateral collateral classification - equipment, inventory, accounts, other

13. Banque HSBC Canada / HSBC Bank Canada (300-2001 McGill Collage Avenue, Montreal, PQ H3A 1G1)




14. HSBC Bank Canada (300-2001 McGill Collage Avenue, Montreal, PQ H3A 1G1)



General Collateral: And all present and future attachments, accessories, repairs and replacement parts and other property and features places on, attached to or incorporated into the equipment, and all present or after-acquires insurance indemnities, replacement value, payments and proceeds that are or may be received in regards to the equipment. Supplier; Invoice # A-T Construction; 1375501- repair ceiling around new stainless hood Atlantic Signs; 31931, 32062- supply, install reface canopy new 18' pylon with led & changer and 24" signbox, Paint entire pylon, removal of reader board,



- 91 -




reface top box, and install new led price changer unit Beachside Aire Ltd.; 687, 689, 690, 688, 723- digital modifications, oil separator , valves adjustments, removed and replace door, hook dairy case to pak, change swing of all existing freezer doors, bunker case modify case for new glass end, pipe, armaflex Big Erics; N14285- combi oven 208V s/n: E61SH12102323068, greasetrap container, ultravent for model # 60 & 101, base cabinet, install and start up, heated shelf merch 208/240 volt s/n: 00427133 Design Electric; 2011912, 2012220, 2012301, 2012226, 2012507, holdback, provide 600v to now AH-1 duet heater, new exit sign and emergency light in compressor room, photo cell on outside sign lights, hook up exhaust fan DI Canada Inc.; 148111, 146329, assy dd cab 16 hose s/n: A-272091, coop specs s/n: 34917C, fsn-11 s/n: A-269821, Ovacan s/n: 35408C; 35409C; 35410C; 35411C. Doug Forgrave Plumbing; 91473741- service call EMR Services Ltd.; 27344- Installed ultra-vent and grease collection system, rational combi-oven model # SCCWE61E. s/n: E61SH12102323068 Ermen Plumbing & Heating; W39081- hook up water and drain for new chicken oven Franesse Sales; 68631- stock truck Gallagher Technical Services; 1206-provision of engineering drawings George Freeze Plumbing & Heating; 32153- Labour and material to supply and install condensate drain on new kitchen hood using 3/4" PVC pipe

Additional Information: Howell Data Systems; IN000027087- Lane nexpos gas bar system installed ( point of sale system, gas pump interface, Pentium register pc, flat touch screen monitor, windows xp operating system, hds Pentium back office pc, Lexmark laser printer, intrgrtd dr & cr module)

Ifoodequipment.com Inc; 288 InfoNet Technology Corp.; 23271- commander software, setup, install, training J & J Display Sales Ltd.; 214066- label strip clear

- 92 -




J O'Brien Home Improvements; 1568 J.C Drilling; 421, drilling to join gas bar J.P. Pump Service; 732A Main Street Construction; 130506- stainless steel angle fiber glass insulation, enerfoam, plastic tape MC Ventilation Ltd.; J006860, J006958, J007004, J007084, fire dampers, duct heater, wiring, thermostat, kitchen exhaust system National Energy Equipment Inc.; 5201930901-Double wall tank c/w anchoring system, double wall split comp. anchoring system and 48" fiberglass turbine enclosures Petroleum & Environmental Services; 5247, 5264, 5263, 5292- supply and install contractore for exterior lighting and pumps 12/4 bx, conn, boxes, ocvers (sic), switches, 20A breakers, 30A breakers, 30A 4 pole contactor Plexus; 6046376, 6046360, 6046360, supply cable boxes patch cords, fibre cable, pipe work, innerduct installed RefrigiWear; 245880- Black custom blanket RTS Companies Inc.; 91336- pallet 36" x 22"- rgd black Swish Maintenance Limited; N266529- airforce hand dryer 120V white P00111908553 Tommy's Flooring; 35938, 36553, replace 255 ft2 of uct tile




General Collateral: Supplier/Invoice #/ Description Big Erics/N14777/ North Rustico BBQ Chicken Rotisserie MD24-3, s/n: 100052147 Plexus/6048237/ Walker Dr. - Fibre Op cable for gas bar

16. HSBC Bank Canada (300-2001 McGill Collage Avenue, Montreal, PQ


General Collateral: Supplier/Invoice #/Including equipment with serial #: DI Canada Inc./167347/47709C, 47710C, 47682C, A-279589 Phoenix Petroleum/W97546/ Howell Data/865/

- 93 -




H3A 1G1)



General Collateral: Supplier/Invoice #/INCLUDING equipment with SERIAL #: Arneg Canada/161839/ Bolduc/20448/ D.J. Taylor Electric Ltd./18876/ DI Canada/162329/ Digi Canada Inc./31302218, 31400704/ Doubleday Mechanical Ltd./22341/ Dynamic Painting/1441/ Electro Mechanical Services/INV000086418, INV000084307/ Food Equipment PLUS/11272/11807 GBS Food Equipment Inc./327578/100064933 Howell Data Systems Inc./277, INV000028246/ Hussmann Canada Inc./10-34464/MY14A001547; MY14A001548; MY14A001549; MY14A001550; MY14A001551; MY14A001552 Instore Products Limited/41152/ ITM Instruments/21675-00/TIS-14030039 John Boyd Plumbing & Heating/2015/ Johnston Equipment/3291242/5108480-13 Keltic Logistics/S1252/ Konstant Redirack/IN11-470126/ Labrador Glass & Aluminum Ltd./46634, 46900/ Lowther Refrigeration/31745/ Main Street Construction/140301/ Point Zero Refrigeration/313, 377, 356, 305/ RefrigiWear/307977/ Robert Bury/322737/ Royal Door/139375/ Soca Products/11946, 12031/7230000508581; 8016000501197 CZ000210179; S1023400501335; S8352000507617 Softchoice LP/3526840/ Stairs Construction/14-806, 14-799, 14-802/ Stor-It Systems/22602/ Valley Refrigeration/GM01176, GM01177, GM01158/ Waste Management/726-269569/




- 94 -




19. Concentra Financial Services Association (333 Third Avenue North, Saskatoon, SK S7K 2M2)



Renewals included in expiry date

General Collateral: All of the debtor's present and after-acquired property and proceeds of every item or kind including but not limited to equipment, inventory, goods, notes, chattel paper, contract rights, accounts, rental payments, insurance payments, instruments, securities, intangibles and any other property or obligations received when the collateral or proceeds are sold, collected, dealt with, exchanged or otherwise disposed of.

Amended by 2362151 on Nov. 27, 2009

Amendment to change the name of the secured party from “Co-Operative Trust Company of Canada” to “Concentra Financial Services Association”

Renewed by 2362605 on Nov. 18, 2009


Renewed by 2367192 on Nov. 25, 2009









Search Conducted Location Results

1. Bankruptcy and Insolvency Act (Canada) Charlottetown, Prince Edward Island Not Searched

2. Section 427 Bank Act (Canada) Prince Edward Island Registrations only Clear as of December 30, 2014

3. Executions Act (Prince Edward Island) Charlottetown, Prince Edward Island Not Searched

- 95 -


4. Litigation Charlottetown, Prince Edward Island Not Searched

6407416

SEARCH SUMMARY

WITH RESPECT TO

CO-OP ENERGY LTD./COOP ENERGIE LTEE

1. CORPORATE SEARCHES

Our search on March 9, 2015 at the office of Financial and Consumer Services Commission (“FCSC”) disclosed that Co-op Energy Ltd./Coop Energie Ltee (FCSC No. COO20639) (“Co-op Energy”) was incorporated as a co-operative under the laws of FCSC on April 2, 1998.

The online report issued by FCSC on March 9, 2015 disclosed the following information:

a. The registered office address of Co-op Energy is located at:


b. The following person is listed as officer of Co-op Energy:

Marcel Garvie - President.

c. The last annual filing for Co-op Energy was filed for the following year:

2012.

EXTRA-PROVINCIAL FILINGS

NOVA SCOTIA

Our search on March 9, 2015 of the online corporate records of the Province of Nova Scotia (the “NS Registry”) disclosed that Co-op Energy (NS Registry ID. 3060472) was extra-provincially registered to conduct business under the laws of the Province of Nova Scotia on September 25, 2001 as “Co-op Fuels Ltd.”

A name change was filed effective September 8, 2014 with respect to changing the name of the corporation from “Co-op Fuels Ltd.” to “Co-op Energy Ltd./Coop Energie Ltee”.

The online corporation report issued by the NS Registry on March 9, 2015, disclosed the following information:

a. The last annual renewal was filed on April 8, 2014 at the NS Registry.

b. The registered office/mailing address of Co-op Energy is located at:

123 Halifax Street, Moncton, NB E1A 2C5.

c. The nature of business for Co-op Energy is listed as:

- 2 -

Sales, Distribution Petroleum Products.

d. The recognized agent address for Co-op Energy in NS is as follows:

Tom Whiting, 14 Drew Street, Glace Bay, NS B1A 1A7.

e. The following persons are listed as directors of Co-op Energy:

Marcel Garvie Michael Oulton Mary MacDonald George Trueman Bertha Campbell Wayne Lee Maggie Herbert Adeland Cormier.

f. The following persons are listed as officers of Co-op Energy:

Paul Emile Legere - Chief Financial Officer/Treasurer Leo Leblanc - VP HR & Corp. Affairs/Corp Secretary Stephen Davies - VP Real Estate and Energy.


Our search on March 10, 2015 of the online corporate records of the Province of Newfoundland and Labrador disclosed that Co-op Energy is not extra-provincially registered to conduct business under the laws of the Province of Newfoundland and Labrador.

(Please note that our preliminary report disclosed an Active NL entity, “Co-Op Fuels Ltd.” Out of an abundance of caution, we have conducted PPSA, Bank Act and Execution searches against same.)

I. NEW BRUNSWICK

1. PERSONAL PROPERTY SECURITY ACT (New Brunswick) (Please note that New Brunswick PPSA searches would disclose any Executions and local Bankruptcy filings made against the debtor)

(a) Co-op Energy Ltd./Coop Energie Ltee - File Currency: June 26, 2015





Co-Op Fuels Ltd.

Co-Op Fuels

Co-op Fuels Ltd./Combustibles Coop Limitee

Co-op Energy Ltd./Coop energie Ltee


(Includes renewals)

General Collateral: 1. The Debtor grants to the Bank a continuing security interest in, and mortgages, charges and assigns to the Bank as and by way of a fixed and specific mortgage and charge, all of the Debtor's present and after acquired property, assets and undertaking described in paragraph 2 hereof, hereinafter collectively called "the Collateral".

2. Description of Collateral: (a) Accounts Receivable or Accounts All debts, accounts, claims, moneys and choses in action which now are or which may at any time hereafter be due or owing to or owed by the Debtor and also all securities, mortgages, bills, notes and other documents now held or owned or which may be hereafter taken, held or owned by or on behalf of the Debtor in respect of the said debts, accounts, claims, moneys and choses in action, or any part therof (sic). All of which are hereinafter called "Accounts Receivable" or "Accounts".

(b) Goods All Goods (including all parts, accessories, attachments, additions and accessions thereto) now owned or hereafter owned or acquired by the Debtor including, without limitation, all equipment, inventory, machinery, tools, apparatus, plant, furniture, fixtures, and Serial Numbered Goods now owned or hereafter acquired by the Debtor. All of which are hereinafter called " Goods".




Amendment to add “Co-Op Fuels” as an additional debtor and to include additional information



Renewed by 23132640 June 14, 2013



Amendment to add “Co-op Fuels Ltd./Combustibles Coop Limitee” and “Co-op Energy Ltd./Coop energie Ltee” as additional debtors and to include additional information

- 2 -




(c) Proceeds All property in any form derived directly or indirectly from any dealing with the aforementioned undertaking and property of the Debtor or proceeds, including property that indemnifies of compensates for property destroyed or damaged. All of which property is hereinafter called "Proceeds".

Additional Information: Signed July 29 1998 (F10164)

Additional Information: All of the Debtor’s present and after acquired personal property.

(b) Co-op Energy Ltd.; and Coop Energie Ltee - File Currency: June 26, 2015




There were no exact registrations disclosed.

(c) Co-op Fuels Ltd. - File Currency: June 26, 2015





Co-Op Fuels Ltd.

Co-Op Fuels




(Includes renewals)

General Collateral: 1. The Debtor grants to the Bank a continuing security interest in, and mortgages, charges and assigns to the Bank as and by way of a fixed and specific mortgage and charge, all of the Debtor's present and after acquired property, assets and undertaking described in paragraph 2 hereof, hereinafter collectively called "the Collateral".

2. Description of Collateral: (a) Accounts Receivable or Accounts




Amendment to add “Co-Op Fuels” as an additional debtor and to include additional information

Renewed by 15838055 on February

- 3 -




All debts, accounts, claims, moneys and choses in action which now are or which may at any time hereafter be due or owing to or owed by the Debtor and also all securities, mortgages, bills, notes and other documents now held or owned or which may be hereafter taken, held or owned by or on behalf of the Debtor in respect of the said debts, accounts, claims, moneys and choses in action, or any part therof (sic). All of which are hereinafter called "Accounts Receivable" or "Accounts".

(b) Goods All Goods (including all parts, accessories, attachments, additions and accessions thereto) now owned or hereafter owned or acquired by the Debtor including, without limitation, all equipment, inventory, machinery, tools, apparatus, plant, furniture, fixtures, and Serial Numbered Goods now owned or hereafter acquired by the Debtor. All of which are hereinafter called " Goods".

(c) Proceeds All property in any form derived directly or indirectly from any dealing with the aforementioned undertaking and property of the Debtor or proceeds, including property that indemnifies of compensates for property destroyed or damaged. All of which property is hereinafter called "Proceeds".

Additional Information: Signed July 29 1998 (F10164)

Additional Information: All of the Debtor’s present and after acquired personal property.

13, 2008


Renewed by 23132640 June 14, 2013



Amendment to add “Co-op Fuels Ltd./Combustibles Coop Limitee” and “Co-op Energy Ltd./Coop energie Ltee” as additional debtors and to include additional information

- 4 -




3. Co-op Atlantic/Co-op Atlantique (two addresses listed:

Dan McArdle, CP/PO Box 750, Moncton, NB E1C 8N5 Dan McArdle, 123 Halifax St., Moncton, NB E1C 8N5)

Co-op Fuels Ltd. (two addresses listed)


General Collateral: A security interest is taken in: (a) All products and goods ("Products and Goods"), identified in the books and records of the Secured Party, or on invoices of the Secured Party, that are hereinafter supplied or provided to the Debtor by the Secured Party or for which the giving of value by the Secured Party shall enable the Debtor to acquire rights in such Products and Goods and all accretions, substitutions, replacements, additions and accessions thereto; (b) All chattel paper, documents of title, or leases relating to the said Products and Goods; and (c) All proceeds in whatever form of any sale, use, transfer or other disposition of the said Products and Goods, chattel paper, documents of title or leases and insurance proceeds related thereto.


Co-op Atlantic

Co-op Atlantique




CO-OP Fuels Ltd.

MacLeods Wholesale Limited



General Collateral: All present and future motor vehicles (including, without limitation, passenger automobiles, trucks, truck tractors, truck trailers, truck chassis or truck bodies), automotive equipment (including, without limitation, trailers, boxes and refrigeration units) and materials-handling equipment leased from time to time by the Secured Party to the Debtor, together with all present and future attachments, accessions, appurtenances, accessories and replacement parts, and all proceeds of or relating to any of the foregoing.

Serial Numbered Collateral: 2005 Pontiac Grand Prix, 2G2WP522351251225 2005 Chevorlet Impala, 2G1WF52E759294081 2006 Chevrolet Colorado, 1GCCS196568291495 2006 Buick Rendezvous, 3G5DA03L36S633251 2004 Chevrolet Colorado, 1GCDT146748208784 2006 Audi A3, WAUHF78P76A004946 2006 Chevrolet Colorado, 1GCCS196568291495 2006 Buick Rendezvous, 3G5DA03L36S633251 2007 International International,











- 5 -




1HTWNAZT38J674909 2008 Chevrolet Silverado 1500, 2GCEC19C281268807 2008 Dodge Grand Caravan, 2D8HN44H28R754905 2008 Chrysler Sebring, 1C3LC56RX8N283551 2008 Ford Ranger, 1FTZR45E98PB05891 2011 Acura TL, 19UUA9F51BA800391 2009 Ford Ranger, 1FTZR44E29PA40577 2010 Chev Malibu, 1G1ZC5E01AF191164 2010 Chev Malibu, 1G1ZC5E05AF127239 2009 Chev Malibu, 1G1ZH57B494252885 2011 Chev Colorado, 1GCESCFE9B8114524 2011 Chev Silverado 1500, 1GCRKPE30BZ367007 2010 Chev Express Cargo, 1GCWGFCA0C1125978 2010 Nissan Maxima, 1N4AA5AP8AC870160 2010 Nissan Altima, 1N4AL2AP8AC177534 2011 Chev Equinox, 2CNALBEC0B6327658 2011 Chev Equinox, 2CNALBEC2B6321585 2011 Chev Equinox, 2GNALBEC9B1298489 2012 Chev Equinox, 2GNALBEK6C6212714 2012 Chev Equinox, 2GNALBEK8C6196922 2011 Chev Equinox, 2GNALPEC1B1297656 2012 Subaru Legacy, 4S3BMGA67B3250197 2012 Subaru Legacy, 4S3BMGA68C3011212 2011 Acura TSX, JH4CU2F64BC800311 2011 Nissan Murano, JN8AZ1MW0BW171057 2011 Nissan Murano, JN8AZ1MW8BW161313 2014 Subaru Legacy, 4S3BMGA6XE3033778 2014 Chevrolet Equinox, 2GNALAEK0E6310330 2014 Ford F150, 1FTMF1EM8EFB19114 2014 Ford Escape, 1FMCU0GX2EUE02036

















Amended by 18324095 on January 12,

- 6 -




2010
















5. Canadian Equipment


Regn No.: 18339952 Regn Date: Jan. 18, 2010

General Collateral: 4 ATL B12/3220D0/B12/3220D0/ CIJKST Ovation 3


- 7 -




Finance & Leasing Inc. (Brent Kennan, 250-4 Woolwich Street, Breslau, ON N0B 1M0)


Co-op Atlantic

Co-op Atlantique

Co-op Fuels

Co-op Fuels Ltd.



Combustible Coop ltee/Co-op Fuels Ltd.

Expiry Date: Jan. 18, 2016 - Blender Dispenser Serial Numbers 67014B, 67016B, 67017B, 67019B; 1 ATL 3/G7247D/12/3/G7247D/12CGJK/LS2 Ovation 2 - Select Dispenser Serial Number 67267B; 1 800117-003/016 Data distribution Box Serial Number A211711; 1 SYS HYPERPIB 115 VAC CAN Electronic Central Serial Number A-218321; 1 CSL ASSY MAINW - I/F CANADA Electronic Central Serial Number A-215279; 1 884570-001 KIT, PRNTR D2400, AX1OHM12 Electronic Central Serial Number KO93700077; 2 OVATION ATO MODEL Fuel Dispenser Serial Numbers 70496B, 70497B; 1 884570-001 KIT, PRNTR D2400, AX1OHM12 Electronic Central Serial Number KO93700086; 2 SYS HYPERPIB 115 VAC CAN Electronic Central Serial Number A-218319; 1 CSL ASSY MAINW - I/F CANADA Electronic Central Serial Number A-215278; 2 OVATION ATO MODEL Fuel Dispenser Serial Numbers 70564B, 70565B; 3 ATL B12/3220D0/B12/3220D0/CIJKST Ovation 3 - Blender Dispenser Serial Numbers 66599B, 66600B, 66601B; 1 ATL B23/4220D0/B23/4220D0/CIJKST Ovation 1 and 3 Dedicated Line and Blender Dispenser Serial Number 66602B; 1 800117-003/016 Data distribution Box Serial Number A211707; 2 ATL B12/3220D0/B12/3220D0/CIJKST Ovation 3 - Blender Dispenser Serial Numbers 64595B, 64596B; 4 ATL B12/3220D0/B12/3220D0/CIJKST Ovation 3 - Blender Dispenser Serial Numbers 67012B, 67013B, 67015B, 67018B; 1 ATL 3/G7242D/12/3/G7242D/12CGJK/LS2 Ovation 2 - Select Dispenser Serial Number 66985B; 50 150BLNAV8X8 150BL NAVY 8X8 BLANKET;


- 8 -




9 150BLNAV8X8 150BL NAVY 8X8 BLANKET; 2 12-85P-13 24V/510AH Battery Serial Numbers B060, B061; 1 18-125PW-15 36 Volt 875 AH Battery Serial Number A934; 1 18-V125-13 36 Volt 750 AH Battery Serial Number K9FV11261. Together with all accretions thereto, substitutions therefore, replacements thereof, and all proceeds

6. John Deere Credit Inc. (1001 Champlain Ave., Suite 401, Burlington, ON L7L 5Z4)

Co-Op Fuels Ltd.

Combustibles Coop Ltee

Co-Op Fuels Ltd./Combustibles Coop Ltee

Combustibles Coop Ltee/Co-Op Fuels Ltd.


General Collateral: All present and future contract rights, accounts receivable, book debts and other monies owing to the debtor, including any monies constituting from time to time the conversion balance reserve (as defined in that certain John Deere Financial Multi-Use (formerly Agline) Merchant Agreement dated June 6, 2008, made between the debtor and the secured party-"The John Deere Financial Multi- Use Agreement"), and assigned to the secured party under the terms of the John Deere Financial Multi-Use Agreement and all proceeds thereof in any form, including goods, documents of title, chattel paper, securities, investment property, instruments, money and intangibles, and all proceeds thereof.

(d) Co-Op Fuels Ltd./Combustibles Coop Ltee; and Combustibles Coop Ltee - File Currency: March 10, 2015




There were no registrations disclosed that were no previously disclosed by our search conducted against “Co-Op Fuels Ltd.”


(a) Co-op Energy Ltd./Coop Energie Ltee; Co-op Energy Ltd.; and Coop Energie Ltee

- 9 -


1. Bankruptcy and Insolvency Act (Canada) (a) Canada Wide Search (Official Receiver Search) (b) Companies' Creditors Arrangement Act (c) Moncton, New Brunswick

(a) Clear as of March 5, 2015 (b) Clear as of March 5, 2015 (c) Not Searched

2. Section 427 Bank Act (Canada) New Brunswick Registrations only Clear as of March 9, 2015



(b) Co-op Fuels Ltd.


1. Bankruptcy and Insolvency Act (Canada) (a) Canada Wide Search (Official Receiver Search) (b) Companies' Creditors Arrangement Act (c) Moncton, New Brunswick

(a) Clear as of March 6, 2015 (b) Clear as of March 6, 2015 (c) Not Searched




II. NOVA SCOTIA

1. PERSONAL PROPERTY SECURITY ACT (Nova Scotia) (Please note that Nova Scotia PPSA searches would disclose any Executions and local Bankruptcy filings made against the debtor)

(a) Co-op Energy Ltd./Coop Energie Ltee - File Currency: June 26, 2015




1. National Bank of Canada (Account Manager, 71 King St., Saint John, NB E2L




General Collateral: All of the Debtor’s present and after acquired personal property.

- 10 -




1G5)

(b) Co-op Energy Ltd.; and Coop Energie Ltee - File Currency: June 26, 2015




There were no exact registrations disclosed.

(c) Co-op Fuels Ltd. - File Currency: June 26, 2015





Co-op Atlantic

Co-op Atlantique




CO-OP Fuels Ltd.

MacLeod's Wholesale Limited



General Collateral: All present and future motor vehicles (including, without limitation, passenger automobiles, trucks, truck tractors, truck trailers, truck chassis or truck bodies), automotive equipment (including, without limitation, trailers, boxes and refrigeration units) and materials-handling equipment leased from time to time by the secured party to the debtor, together with all present and future attachments, accessions, appurtenances, accesories (sic) and replacement parts, and all proceeds of or relating to any of the foregoing

Serial Numbered Collateral: 2006 Frei Conventional Chassis, 1FUJA6CK86LW73832 2006 Frei Conventional Chassis, 1FVHA6CG26LW73833 2006 Freight Conventional Chassis, 1FUJA6CK86LW73832 2006 Freight Conventional Chassis, 1FVHA6CG26LW73833 2006 Freightliner Conventional Chasis (sic), 1FUJA6CK86LW73832

Amended by 4904063 on January 3,2002










Amended by 12294237 on April 16,

- 11 -




2006 Freightliner Conventional Chasis (sic), 1FVHA6CG26LW73833 2013 Peterbuilt 386, 1NPHDP0X0ED215125 2011 Subaru Legacy, 4S3BMGA68B3215717 2011 Subaru Legacy, 4S3BMGA6XB3249674 2012 Toyota Camry, 4T1BD1FK0CU009138 2009 Toyota Camry, 4T1BE46KX9U914008

2007







Amendment to delete certain serial numbered collateral





2. Canadian Equipment Finance & Leasing Inc. (Brent Kennan, 250-4 Woolwich Street, Breslau, ON N0B 1M0)



Co-op Atlantic

Co-op Atlantique

Co-op Fuels


Combustible Coop


General Collateral: 4 ATL B12/3220D0/B12/3220D0/ CIJKST Ovation 3 - Blender Dispenser Serial Numbers 67014B, 67016B, 67017B, 67019B; 1 ATL 3/G7247D/12/3/G7247D/12CGJK/LS2 Ovation 2 - Select Dispenser Serial Number 67267B; 1 800117-003/016 Data distribution Box Serial Number A211711; 1 SYS HYPERPIB 115 VAC CAN Electronic Central Serial Number A-218321; 1 CSL ASSY MAINW - I/F CANADA Electronic Central Serial Number A-215279; 1 884570-001 KIT, PRNTR D2400, AX1OHM12


Amendment to add additional debtors and to correct the address of the secured party

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ltee/Co-op Fuels Ltd.


Co-op Fuels Ltd.

Electronic Central Serial Number KO93700077; 2 OVATION ATO MODEL Fuel Dispenser Serial Numbers 70496B, 70497B; 1 884570-001 KIT, PRNTR D2400, AX1OHM12 Electronic Central Serial Number KO93700086; 2 SYS HYPERPIB 115 VAC CAN Electronic Central Serial Number A-218319; 1 CSL ASSY MAINW - I/F CANADA Electronic Central Serial Number A-215278; 2 OVATION ATO MODEL Fuel Dispenser Serial Numbers 70564B, 70565B; 3 ATL B12/3220D0/B12/3220D0/CIJKST Ovation 3 - Blender Dispenser Serial Numbers 66599B, 66600B, 66601B; 1 ATL B23/4220D0/B23/4220D0/CIJKST Ovation 1 and 3 Dedicated Line and Blender Dispenser Serial Number 66602B; 1 800117-003/016 Data distribution Box Serial Number A211707; 2 ATL B12/3220D0/B12/3220D0/CIJKST Ovation 3 - Blender Dispenser Serial Numbers 64595B, 64596B; 4 ATL B12/3220D0/B12/3220D0/CIJKST Ovation 3 - Blender Dispenser Serial Numbers 67012B, 67013B, 67015B, 67018B; 1 ATL 3/G7242D/12/3/G7242D/12CGJK/LS2 Ovation 2 - Select Dispenser Serial Number 66985B; 50 150BLNAV8X8 150BL NAVY 8X8 BLANKET; 9 150BLNAV8X8 150BL NAVY 8X8 BLANKET; 2 12-85P-13 24V/510AH Battery Serial Numbers B060, B061; 1 18-125PW-15 36 Volt 875 AH Battery Serial Number A934; 1 18-V125-13 36 Volt 750 AH Battery Serial Number K9FV11261. Together with all accretions thereto, substitutions therefore, replacements thereof, and all proceeds

3. National Bank of Canada

Co-op Fuels Ltd./Combustibles

Regn No.: 23990815 Regn Date: March 12, 2015

General Collateral: All of the Debtor’s present and after acquired

- 13 -




(Account Manager, 71 King St., Saint John, NB E2L 1G5)

Coop Limitee


Expiry Date: March 12, 2025 personal property.

(c) Co-Op Fuels Ltd./Combustibles Coop Ltee; and Combustibles Coop Ltee - File Currency: March 10, 2015




There were no registrations disclosed that were no previously disclosed by our search conducted against “Co-Op Fuels Ltd.”




1. Section 427 Bank Act (Canada) Nova Scotia Registrations only Clear as of March 9, 2015


(b) Co-op Fuels Ltd.




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III. NEWFOUNDLAND AND LABRADOR

1. PERSONAL PROPERTY SECURITY ACT (Newfoundland and Labrador)

(a) Co-op Energy Ltd./Coop Energie Ltee; and Co-op Fuels Ltd.








General Collateral: All of the Debtor’s present and after acquired personal property.

(b) Co-op Energy Ltd.; - File Currency: June 26, 2015 Coop Energie Ltee; - File Currency: June 26, 2015 Co-Op Fuels Ltd./Combustibles Coop Ltee; and File Currency: March 10, 2015 Combustibles Coop Ltee - File Currency: March 10, 2015




There were no registrations disclosed.





SEARCH SUMMARY

WITH RESPECT TO

C A REALTY LTD.

1. NEW BRUNSWICK

Our search on March 9, 2015 of the online corporate records of the Province of New Brunswick (the “NB Registry”) disclosed that C A Realty Ltd. (NB Corporate No.: 051807) (“C A”) was incorporated under the laws of the Province of New Brunswick on April 10, 1992.

The online corporation report issued by the NB Registry on March 9, 2015, disclosed the following information:

a. The last annual return was filed for 2014 at the NB Registry.

b. The registered office address of C A is located at:

123 Halifax Street, Post Office Box 750, Moncton, NB E1C 8N5.

c. The mailing address of C A is located at:

Post Office Box 750, Moncton, NB E1C 8N5

d. The following persons are listed as directors of C A:

Adelard Cormier Alex Henderson Maggie Herbert Reginald Laroque Etienne LeBoeuf Wayne Lee Mary MacDonald Michael Oulton Sirl-Jackson Wood.

EXTRA-PROVINCIAL FILINGS

NOVA SCOTIA

Our search on March 9, 2015 of the online corporate records of the Province of Nova Scotia disclosed that C A is not extra-provincially registered to conduct business under the laws of the Province of Nova Scotia.


Our search on March 9, 2015 of the online corporate records of the Province of

- 2 -

Newfoundland and Labrador (the “NL Registry”) disclosed that C A (NL Corporate No.: 61474) was extra-provincially registered to conduct business under the laws of the Province of Newfoundland and Labrador on December 17, 2009.

The online corporation report issued by the NL Registry on March 19, 2015, disclosed the following information:

a. The registered office address of C A in NL is located at:

c/o Browne Fitzgerald Morgan & Avis, Terrace on the Square, Level 2, P.O. Box 23135, St. John’s, NL A1B 4J9.

c. The registered office address of C A outside NL is located at:

P.O. Box/C.P 750, 123 rue Halifax Street, Moncton, NB E1C 8N5.

d. C A appears to be active and not in good standing.

PRINCE EDWARD ISLAND

Our search on March 9, 2015 of the online corporate records of the Province of Prince Edward Island (the “PEI Registry”) disclosed that C A (PEI Registration No. 25552) was extra-provincially registered to conduct business under the laws of the Province of Prince Edward Island on October 31, 1997 and expires on November 7, 2015.

The online corporation report issued by the PEI Registry on March 19, 2015, disclosed the following information:

a. The registered office address of C A is located at:

c/o Co-op Atlantic, P.O. Box 750, Moncton, NB E1C 8N5.

b. The nature of business for C A is listed as:

Retail leasing.

I. NEW BRUNSWICK

1. PERSONAL PROPERTY SECURITY ACT (New Brunswick) - File Currency: June 26, 2015 (Please note that New Brunswick PPSA searches would disclose any Executions and local Bankruptcy filings made against the debtor)

(a) C A Realty Ltd.





C A Realty Ltd. Regn No.: 3833249 Regn Date: Aug. 12, 1998 Expiry Date: Aug. 12, 2023

(Renewals included)

General Collateral: 1. The Debtor grants to the bank a continuing security interest in, and mortgages, charges and assigns to the Bank as and by way of a fixed and specific mortgage and charge, all of the Debtor's present and after acquired property, assets and undertaking described in paragraph 2 hereof, hereinafter collectively called "the Collateral".

2. Description of Collateral:

(a) Accounts Receivable or Accounts All debts, accounts, claims, moneys and choses in action which now are or which may at any time hereafter be due or owing to or owed by the Debtor and also all securities, mortgages, bills, notes and other documents now held or owned or which may be hereafter taken, held or owned by or on behalf of the Debtor in respect of the said debts, accounts, claims, moneys and choses in action, or any part thereof. All of which are hereinafter called "Accounts Receivable" or "Accounts".

(b) Goods All Goods (including all parts, accessories, attachments, additions and accessions thereto) now owned or hereafter owned or acquired by the Debtor including, without limitation, all equipment, inventory, machinery, tools, apparatus, plant, furniture, fixtures, and Serial Numbered Goods now owned or hereafter acquired by the Debtor. All of which are hereinafter called "Goods".









- 2 -




(c) Proceeds All property in any form derived directly or indirectly from any dealing with the aforementioned undertaking and property of the Debtor or proceeds, including property that indemnifies or compensates for property destroyed or damaged. All of which property is hereinafter called "Proceeds".

Additional Information: Signed July 31 1998

2. Banque Nationale Du Canada, Centre Commercial 69011 (Bureau/Suite 301/ 735 Rue Main, Moncton, NB E1C 1E5)

C A Realty Ltd. Regn No.: 15837628 Regn Date: Feb. 13, 2008 Expiry Date: Feb. 13, 2023

(Renewal included)

General Collateral: A security interest is taken in all of the debtor's present and after-acquired personal property and accretions thereto and all proceeds derived directly or indirectly from any dealings with the collateral. Debenture signed February 6 2003




(a) C A Realty Ltd.


1. Bankruptcy and Insolvency Act (Canada) (a) Canada Wide Search (Official Receiver Search) (b) Companies' Creditors Arrangement Act

(a) Clear as of March 5, 2015 (b) Clear as of March 5, 2015


3. Executions Act (New Brunswick) Saint John, New Brunswick Not Searched

4. Litigation Saint John, New Brunswick Not Searched

II. NOVA SCOTIA

1. PERSONAL PROPERTY SECURITY ACT (Nova Scotia) - File Currency: June 26, 2015 (Please note that Nova Scotia PPSA searches would disclose any Executions and local Bankruptcy filings made against the debtor)

- 3 -

(a) C A Realty Ltd.






(Renewals included)


Additional Information: A security interest is taken in all of the debtor's present and after-acquired personal property and accretions thereto and all proceeds derived directly or indirectly from any dealings with the collateral. Debenture signed February 6 2003









2. National Bank of Canada, Commercial (Floor 3rd, Suite 301/ 735 Main St., Moncton, NB E1C 1E5)


(Renewal included)

General Collateral: General Security Agreement dated July 31, 1998. Description of collateral; (a) Accounts Receivable or Accounts (b) Goods (f) Proceeds As described in the general security agreement.




(a) C A Realty Ltd.




III. NEWFOUNDLAND AND LABRADOR

- 4 -

1. PERSONAL PROPERTY SECURITY ACT (Newfoundland and Labrador) - File Currency: June 26, 2015

(a) C A Realty Ltd.






(Renewals included)









2. National Bank of Canada (11321) (189 Water St., St. John’s, NL A1C 1B4)


(Renewal included)





(a) C A Realty Ltd.



2. Section 427 Bank Act (Canada) Newfoundland and Labrador Registrations only Clear as of March 9, 2015

3. Executions Act (Newfoundland and Labrador) Province-wide Clear as of March 9, 2015


- 5 -

IV. PRINCE EDWARD ISLAND

1. PERSONAL PROPERTY SECURITY ACT (Prince Edward Island) - File Currency: June 26, 2015

(a) C A Realty Ltd.






(Renewals included)









2. National Bank of Canada (69011) (Suite 301, 735 Main St., Moncton, NB E1C 1E5)


(Renewal included)





(a) C A Realty Ltd.


1. Bankruptcy and Insolvency Act (Canada) Charlottetown, Prince Edward Island Not Searched

2. Section 427 Bank Act (Canada) Prince Edward Island Registrations only Clear as of March 9, 2015

3. Executions Act (Prince Edward Island) Charlottetown, Prince Edward Island Not Searched

- 6 -


4. Litigation Charlottetown, Prince Edward Island Not Searched

6430829

- 15 -



3. Executions Act (Newfoundland and Labrador) Province-wide Clear as of March 10, 2015


(a) Co-op Fuels Ltd.




3. Executions Act (Newfoundland and Labrador) Province-wide As of March 10, 2015:

Please note that two actions were disclosed involving “Co-op Fuels”


6430636

Appendix “F”

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