Case KJC Doc 589 Filed 01/09/18 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) ) ) ) ) )

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1 Case KJC Doc 589 Filed 01/09/18 Page 1 of 5 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: VITAMIN WORLD, INC., et al., Debtors. 1 Chapter 11 Case No (KJC Jointly Administered NOTICE OF AGENDA FOR HEARING SCHEDULED FOR JANUARY 11, 2018 AT 1:30 P.M. (PREVAILING EASTERN TIME BEFORE THE HONORABLE KEVIN J. CAREY, U.S. BANKRUPTCY COURT JUDGE 2,3 MATTERS GOING FORWARD: 1. Debtors Motion for Entry of (A Order (I Scheduling a Hearing to Consider Approval of the Sale or Sales of Substantially All of The Debtors Assets, and the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, (II Approving Certain Bidding Procedures, Assumption and Assignment Procedures, and the Form and Manner of Notice Thereof, and (III Granting Related Relief; and (B One or More Orders (I Approving the Sales or Other Acquisition Transactions for the Assets, (II Authorizing The Sales Free and Clear of all Encumbrances, (III Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (IV Granting Related Relief [D.I. 374; filed: 11/10/17] Response Deadline: Contract Objection - December 20, 2017 at 4:00 p.m. Sale Objection December 11, 2017 Responses Received: A. Limited Objection of Levin Management Corporation as Agent for Coroc/Westbrook I L.L.C. [D.I. 418; filed: 11/20/17] Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, are: Vitamin World, Inc. (2283; VWRE Holdings, Inc. (8915; VW Interholdings, Inc. (4744; VW Online, Inc. (8763; Precision Engineered Limited (USA (0916; Vitamin World (V.I., Inc. (9839; Vitamin Depot, LLC (6747; Vitamin World of Guam, LLC (2056; and Nutrition Warehouse, Inc. (5095. Debtors mailing address is 4320 Veterans Highway, Holbrook, NY The hearing will be held at the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 5th Floor, Courtroom 5, Wilmington, Delaware Parties who are unable to attend a hearing may request telephonic participation by contacting CourtCall toll free by phone ( or by facsimile (

2 Case KJC Doc 589 Filed 01/09/18 Page 2 of 5 B. Objection of Centennial Real Estate Company, LLC, GGP Limited Partnership, Starwood Retail Partners LLC, The Macerich Company, and Vintage Real Estate LLC [D.I. 420; filed: 11/20/17] C. Limited Objection of Avanade, Inc. [D.I. 423; filed: 11/20/17] D. Joinder of Simon Property Group, Inc. to Objection of Centennial Real Estate Company, LLC, GGP Limited Partnership, Starwood Retail Partners LLC, The Macerich Company, and Vintage Real Estate LLC [D.I. 427; filed: 11/20/17] E. Limited Objection of The Nature s Bounty Co. [D.I. 428; filed: 11/20/17] F. Joinder of CBL & Associates Management, Inc. to Limited Objection of Certain Landlords Objection [D.I. 435; filed: 11/21/17] G. The Taubman Landlords Precautionary Objection to the Motion for Approval of Sale of Assets and Potential Assumption and Assignment of Real Property Lease, and Cure Claim Objection [D.I. 471; filed: 12/06/17] H. Limited Objection of Centennial Real Estate Company, LLC; GGP Limited Partnership, Starwood Retail Partners LLC, The Macerich Company, and Vintage Real Estate LLC [D.I. 490; filed: 12/11/17] I. Joinder of CBL & Associates Management, Inc. to Limited Objection of Certain Landlords Objection [D.I. 492; filed: 12/11/17] J. Limited Objection of Simon Property Group, Inc. [D.I. 493; filed: 12/11/17] K. Supplemental Objection of The Nature s Bounty Co. [D.I. 495; filed: 12/11/17] L. Limited Objection of BullsEye Telecom, Inc. to Debtor s Notice of Assumption, Unexpired Leases of the Debtors [D.I. 501; filed: 12/12/17] M. Oracle s Limited Objection and Rights Reservation [D.I. 503; filed: 12/13/17] N. Protective Objection of the United States on behalf of its Army and Air Force Exchange Service [D.I. 505; filed: 12/13/17] O. Limited Objection of Global Health Laboratories, LLC [D.I. 513; filed: 12/14/17] P. Objection filed by Brazos County, Texas, Hays County, Texas, Hill County, Texas, Hill County Appraisal District, Midland Central Appraisal District [D.I. 515; filed: 12/15/17] Q. Limited Objection of Lincoln Automotive Financial Services [D.I. 518; filed: 2

3 Case KJC Doc 589 Filed 01/09/18 Page 3 of 5 R. CBL & Associates Management, Inc. s Cure Objection [D.I. 521; filed: S. Limited Objection by Westfield, LLC and Affiliates to (I Proposed Assumption and Assignment of Westfield Leases and (II the Debtors Proposed Cure Amounts in Connection with Sale [D.I. 524; filed: 12/19/17] T. Limited Objection of QKC Maui Owner, LLC [D.I. 527; filed: 12/19/17] U. Objection of Yuma Palms LeaseCo, L.L.C. to (I Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors, and (II Notice of Filing of Adequate Assurance Information with Respect to Stalking Horse Purchaser [D.I. 528; filed: 12/19/17] V. Objection of Excel Stockton LP to Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 535; filed: 12/20/17] W. Limited Objection of Avanade, Inc. to Debtors Notices of Assumption, Unexpired Leases of the Debtors [D.I. 536; filed: 12/20/17] X. Objection of DDR Corp., Rouse Properties, LLC, Gregory Greenfield & Associates, Ltd. and DLC Management Corp. to Notice of Assumption, Unexpired Leases of the Debtors and Debtors Motion for Entry of (A Order (I Scheduling a Hearing to Consider Approval of the Sale or Sales of Substantially All of The Debtors Assets, and the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, (II Approving Certain Bidding Procedures, Assumption and Assignment Procedures, and the Form and Manner of Notice Thereof, and (III Granting Related Relief; and (B One or More Orders (I Approving the Sales or Other Acquisition Transactions for the Assets, (II Authorizing The Sales Free and Clear of all Encumbrances, (III Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (IV Granting Related Relief [D.I. 537; filed: 12/20/17] Y. Limited Objection of Centennial Real Estate Co., GGP Limited Partnership, Passco Companies, LLC., Starwood Retail Partners LLC, the Macerich Company, and Vintage Real Estate LLC to Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 538; filed: 12/20/17] Z. Plaza Las Americas, Inc. s and Plaza Del Caribe SE s Objection to Notice of Assumption, Assignment and Cure Amount with Respect to Unexpired Leases of the Debtors [D.I. 539; filed: 12/20/17] 3

4 Case KJC Doc 589 Filed 01/09/18 Page 4 of 5 Reply: AA. Debtors Omnibus Reply in Support of Debtors Sale Motion [D.I. 519; filed: Related Documents: BB. Order (I Scheduling a Hearing to Consider Approval of the Sale or Sales of Substantially All of The Debtors Assets, and the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, (II Approving Certain Bidding Procedures, Assumption and Assignment Procedures, and the Form and Manner of Notice Thereof, and (III Granting Related Relief [D.I. 443; signed and docketed: 11/21/17] CC. Notice of Sale of Assets [D.I. 446; filed: 11/21/17] DD. Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 456; filed: 11/29/17] EE. Amended Notice of Sale of Assets [D.I. 494; filed: 12/11/17] FF. Notice of Filing of Adequate Assurance Information with Respect to Stalking Horse Purchaser [D.I. 516; filed: 12/15/17] GG. Notice of Successful Bidder [D.I. 520; filed: HH. II. JJ. Supplemental Notice of Assumption, Assignment and Cure Amount with Respect to Executory Contracts and Unexpired Leases of the Debtors [D.I. 525; filed: 12/19/17] Notice of Hearing on Assumption/Assignment, Adequate Assurance and Cure Disputes [D.I. 549; filed: 12/22/17] Order (I Approving and Authorizing Sale of Substantially All of Debtors Assets Pursuant to Successful Bidder s Asset Purchase Agreement, Free and Clear of All Liens, Claims, Encumbrances and Other Interests, (II Approving the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases Related Thereto, and (III Granting Related Relief [D.I. 553; signed and docketed: 12/22/17] KK. Notice of Filing of Stub Rent Amounts [D.I. 585; filed: 01/08/18] Status: The Debtors and Vitamin World USA Corporation (the Buyer are working with landlords to resolve disputes as to cure amounts and adequate assurance of future performance. To the extent that parties are unable to reach agreement on disputed cure amounts, the Debtors expect to pay the undisputed portion of any cure claims promptly after the closing of the Sale, set aside any disputed portion 4

5 Case KJC Doc 589 Filed 01/09/18 Page 5 of 5 and, if necessary, reschedule the hearing on these issues. To the extent the Debtors and the Buyer are unable to resolve any adequate assurance issues, such disputes will go forward at the hearing. Dated: January 9, 2018 SAUL EWING ARNSTEIN & LEHR LLP /s/ Mark Minuti Mark Minuti (DE Bar No Monique B. DiSabatino (DE Bar No N. Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE Telephone: ( Facsimile: ( mark.minuti@saul.com monique.disabatino@saul.com -and- KATTEN MUCHIN ROSENMAN LLP Peter A. Siddiqui (admitted pro hac vice Paige E. Barr (admitted pro hac vice Allison E. Thompson (admitted pro hac vice 525 W. Monroe Street Chicago, IL Telephone: ( Facsimile: ( peter.siddiqui@kattenlaw.com paige.barr@kattenlaw.com allison.thompson@kattenlaw.com Attorneys for Debtors and Debtors in Possession 5