Case KJC Doc 432 Filed 11/20/17 Page 1 of 9 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) ) ) ) ) ) )

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1 Case KJC Doc 432 Filed 11/20/17 Page 1 of 9 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 Re: Docket No. 407 NOTICE OF AMENDED 2 AGENDA FOR HEARING SCHEDULED FOR NOVEMBER 21, 2017 AT 10:00 A.M. (PREVAILING EASTERN TIME BEFORE THE HONORABLE KEVIN J. CAREY, U.S. BANKRUPTCY COURT JUDGE 3,4 RESOLVED MATTERS: 1. Motion of Irwin Naturals for Allowance and Payment of Administrative Expense Claim Pursuant to 11 U.S.C. 503(b(9 [D.I. 279; filed: 10/18/17] Response Deadline: November 1, 2017 at 4:00 p.m. A. Debtors Limited Objection to Motion of Irwin Naturals for Allowance and Payment of Administrative Expense Claim Pursuant to 11 U.S.C. 503(b(9 [D.I. 342; filed: 10/31/17] B. Certification of Counsel Regarding Order Granting in Part and Denying in Part Motion of Irwin Naturals for Allowance and Payment of Administrative Expense Claim Pursuant to 11 U.S.C. 503(b(9 [D.I. 381; filed: 11/13/17] 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 All Amended Agenda items appear in bold. 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 432 Filed 11/20/17 Page 2 of 9 C. Order Granting in Part and Denying in Part Motion of Irwin Naturals for Allowance and Payment of Administrative Expense Claim Pursuant to 11 U.S.C. 503(b(9 [D.I. 388; signed and docketed: 11/14/17] Status: The Court entered an order on November 14, 2017 resolving this motion. CONTINUED MATTERS: 2. Debtors Motion for an Order (I Authorizing the Rejection of Certain Unexpired Leases, Nunc Pro Tunc to September 29, 2017, and the Abandonment of Personal Property, and (II Granting Certain Related Relief [D.I. 179; filed: 09/29/17] Response Deadline: October 13, 2017 at 4:00 p.m. A. Informal comments received from the Office of the United States Trustee (the UST. B. Objection and Reservation of Rights of Plaza Las Americas, Inc. and Plaza Del Caribe SE to Debtors Motion for an Order (I Authorizing the Rejection of Certain Unexpired Leases, Nunc Pro Tunc to September 29, 2017, and the Abandonment of Personal Property, and (III Granting Certain Related Relief [D.I. 297; filed: 10/20/17] C. Order (I Authorizing the Rejection of Certain Unexpired Leases, Nunc Pro Tunc to September 29, 2017, and the Abandonment of Personal Property, and (II Granting Certain Related Relief [D.I. 345; signed and docketed: 10/31/17] D. Certification of Counsel Regarding (A Supplemental Order (I Authorizing the Rejection of Certain Unexpired Leases, Nunc Pro Tunc to September 29, 2017, and the Abandonment of Personal Property, and (II Granting Certain Related Relief (B No Objection to Such Order [D.I. 399; filed: 11/16/17] E. Supplemental Order (I Authorizing the Rejection of Certain Unexpired Leases, Nunc Pro Tunc to September 29, 2017, and the Abandonment of Personal Property, and (II Granting Certain Related Relief (B No Objection to Such Order [D.I. 402; signed and docketed: 11/16/17] Status: On November 16, 2017, the Court entered a supplemental order with regards to DDR Cayey LLC, S.E., DDR Escorial LLC, S.E., DDR Isabela LLC, S.E. and DDR Rio Hondo LLC, S.E. This matter will be continued to December 21, 2017 with regards to Plaza Las Americas, Inc. Plaza Del Caribe, SE. 2

3 Case KJC Doc 432 Filed 11/20/17 Page 3 of 9 3. Debtors Motion Pursuant to Local Rule (e for Order Establishing the Deadline for Filing Claims and Approving the Form and Manner of Notice Thereof [D.I. 325; filed: 10/27/17] Response Deadline: November 10, 2017 at 4:00 p.m. A. Informal comments received from the UST and the Official Committee of Unsecured Creditors. None Status: This matter will be continued to December 21, CERTIFICATION OF COUNSEL MATTERS: 4. Application of the Debtors for an Order Authorizing the Debtors to Retain RAS Management Advisors, LLC as Financial Advisors, from the Petition Date Through September 20, 2017 [D.I. 250; filed: 10/11/17] Response Deadline: October 25, 2017 at 4:00 p.m. A. Omnibus Objection of the U.S. Trustee to (I the Application of the Debtors for an Order Authorizing the Debtors to Retain RAS Management Advisors, LLC as Financial Advisor, from the Petition Date, Through September 20, 2017 (D.I. 250, and (II the First and Final Application of RAS Management Advisors, LLC, Financial Advisor to the Debtors, for Allowance of Compensation and Reimbursement of Expenses for the Period of September 11, 2017 through September 20, 2017 (D.I. 251 [D.I. 300; filed: 10/25/17] B. Certificate of Counsel Regarding the (I Application of the Debtors for an Order Authorizing the Debtors to Retain RAS Management Advisors, LLC as Financial Advisor, from the Petition Date Through September 20, 2017 and (II the First and Final Application of RAS Management Advisors, LLC, Financial Advisor to the Debtors, for Allowance of Compensation and Reimbursement of Expenses for the Period of September 11, 2017 Through September 20, 2017 [D.I. 403; filed: 11/16/17] C. Order Authorizing the Debtors to Retain RAS Management Services, LLC as Financial Advisor, from the Petition Date through September 20, 2017 [D.I. 409; signed and docketed: 11/17/17] 3

4 Case KJC Doc 432 Filed 11/20/17 Page 4 of 9 Status: On November 16, 2017, the Court entered an order approving this application. MATTERS GOING FORWARD: 5. Motion of 4320 VMH Holbrook, LLC for an Order Compelling Debtor to (I Immediately Pay Post-Petition Rent Pursuant to 11 U.S.C. 365(d(3; and (II Reject, by November 30, 2017, an Unexpired Lease of Non-Residential Real Property Pursuant to 11 U.S.C. 365(d(2 [D.I. 343; filed: 10/31/17] Response Deadline: November 14, 2017 at 4:00 p.m. A. Debtors Objection to Motion of 4320 VMH Holbrook, LLC for an Order Compelling Debtor to (I Immediately Pay Post-Petition Rent Pursuant to 11 U.S.C. 365(d(3; and (II Reject, by November 30, 2017, an Unexpired Lease of Non-Residential Real Property Pursuant to 11 U.S.C. 365(d(2 [D.I. 380; filed: 11/13/17] B. Reply to Debtors Objection to Motion of 4320 VMH Holbrook, LLC for an Order Compelling Debtor to (I Immediately Pay Post-Petition Rent Pursuant to 11 U.S.C. 365(d(3; and (II Reject, by November 30, 2017, an Unexpired Lease of Non-Residential Real Property Pursuant to 11 U.S.C. 365(d(2 [D.I. 404; filed: 11/16/17] C. Supplemental Declaration of Joseph R. Romano in Reply to Debtors Objection to Motion of 4320 VMH Holbrook, LLC for an Order Compelling Debtor to (I Immediately Pay Post-Petition Rent Pursuant to 11 U.S.C. 365(d(3; and (II Reject, by November 30, 2017, an Unexpired Lease of Non-Residential Real Property Pursuant to 11 U.S.C. 365(d(2 [D.I. 405; filed: 11/16/17] Status: This matter will be continued to December 21, Debtors Application for Entry of an Order Authorizing (I the Employment and Retention of SSG Advisors, LLC as Investment Banker to the Debtors Nunc Pro Tunc to November 7, 2017 and (II a Waiver of Compliance with Certain Requirements of Local Rule [D.I. 361; filed: 11/07/17] Response Deadline: November 20, 2017 at 12:00 p.m. None to date 4

5 Case KJC Doc 432 Filed 11/20/17 Page 5 of 9 A. Motion of the Debtors for Expedited Consideration of Debtors Application for Entry of an Order Authorizing (I the Employment and Retention of SSG Advisors, LLC as Investment Banker to the Debtors Nunc Pro Tunc to November 7, 2017 and (II a Waiver of Compliance with Certain Requirements of Local Rule [D.I. 362; filed: 11/07/17] B. Order Granting Motion of the Debtors for Expedited Consideration of Debtors Application for Entry of an Order Authorizing (I the Employment and Retention of SSG Advisors, LLC as Investment Banker to the Debtors Nunc Pro Tunc to November 7, 2017 and (II a Waiver of Compliance with Certain Requirements of Local Rule [D.I. 369; signed and docketed: 11/09/17] C. Notice of Hearing [D.I. 371; filed: 11/09/17] Status: This matter is going forward. 7. 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: November 20, 2017 at 12:00 p.m. A. Motion of the Debtors for Expedited Consideration of 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. 375; filed: 11/10/17] B. Order Granting Motion of the Debtors for Expedited Consideration of 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 5

6 Case KJC Doc 432 Filed 11/20/17 Page 6 of 9 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. 384; signed and docketed: 11/13/17] C. Notice of Hearing [D.I. 387; filed: 11/13/17] D. Limited Objection of Levin Management Corporation as Agent for Coroc/Westbrook I L.L.C. [D.I. 418; filed: 11/20/17] E. 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] F. Objection of Yuma Palms LeaseCo, L.L.C. [D.I. 421; filed: 11/20/17] G. Objection of Excel Stockton LP [D.I. 422; filed: 11/20/17] H. Limited Objection of Avanade, Inc. [D.I. 423; filed: 11/20/17] I. Objection of DDR Corp., Rouse Properties, LLC, Gregory Greenfield & Associates, Ltd. and DLC Management Corp. [D.I. 425; filed: 11/20/17] J. Joinder of Taubman Landlords to Objection of Certain Landlords [D.I. 426; filed: 11/20/17] K. 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] L. Limited Objection of the Nature s Bounty Co. [D.I. 428; filed: 11/20/17] Status: This matter is going forward. 8. Motion of the Debtors for Entry of an Order: (I Authorizing Debtors to Enter into Consulting Agreement with Liquidation Consultant; (II Authorizing Debtors to Conduct Store Closing or Similar Themed Sales; (III Approving Debtors Store Closing Plan; (IV Authorizing and Approving Store Closing Sales Free and Clear of All Liens, Claims and Encumbrances; (V Approving Procedures to Conduct Store Closings in Additional Closing Stores; (VI Exempting the Debtors from Compliance with Non-Bankruptcy Liquidation Laws; (VII Exempting Debtors from Compliance with Any Contractual 6

7 Case KJC Doc 432 Filed 11/20/17 Page 7 of 9 Restrictions Placed upon the Closing Sales; and (VIII Permitting the Debtors to Abandon Any Property that is Burdensome or of Inconsequential Value [D.I. 390; filed: 11/14/17] Response Deadline: At the hearing A. Motion of the Debtors for Expedited Consideration of Motion of the Debtors for Entry of an Order: (I Authorizing Debtors to Enter into Consulting Agreement with Liquidation Consultant; (II Authorizing Debtors to Conduct Store Closing or Similar Themed Sales; (III Approving Debtors Store Closing Plan; (IV Authorizing and Approving Store Closing Sales Free and Clear of All Liens, Claims and Encumbrances; (V Approving Procedures to Conduct Store Closings in Additional Closing Stores; (VI Exempting the Debtors from Compliance with Non-Bankruptcy Liquidation Laws; (VII Exempting Debtors from Compliance with Any Contractual Restrictions Placed upon the Closing Sales; and (VIII Permitting the Debtors to Abandon Any Property that is Burdensome or of Inconsequential Value [D.I. 391; filed: 11/14/17] B. Order Granting Motion of the Debtors for Expedited Consideration of Motion of the Debtors for Entry of an Order: (I Authorizing Debtors to Enter into Consulting Agreement with Liquidation Consultant; (II Authorizing Debtors to Conduct Store Closing or Similar Themed Sales; (III Approving Debtors Store Closing Plan; (IV Authorizing and Approving Store Closing Sales Free and Clear of All Liens, Claims and Encumbrances; (V Approving Procedures to Conduct Store Closings in Additional Closing Stores; (VI Exempting the Debtors from Compliance with Non-Bankruptcy Liquidation Laws; (VII Exempting Debtors from Compliance with Any Contractual Restrictions Placed upon the Closing Sales; and (VIII Permitting the Debtors to Abandon Any Property that is Burdensome or of Inconsequential Value [D.I. 396; signed and docketed: 11/15/17] C. Notice of Hearing [D.I. 397; filed: 11/15/17] D. Notice of Filing of Revised Exhibits to Motion of the Debtors for Expedited Consideration of Motion of the Debtors for Entry of an Order: (I Authorizing Debtors to Enter into Consulting Agreement with Liquidation Consultant; (II Authorizing Debtors to Conduct Store Closing or Similar Themed Sales; (III Approving Debtors Store Closing Plan; (IV Authorizing and Approving Store Closing Sales Free and Clear of All Liens, Claims and Encumbrances; (V Approving Procedures to Conduct Store Closings in Additional Closing Stores; (VI Exempting the Debtors from Compliance with Non-Bankruptcy Liquidation Laws; (VII Exempting Debtors from Compliance with Any Contractual Restrictions Placed upon the Closing Sales; and (VIII Permitting the Debtors to Abandon Any Property that is Burdensome or of Inconsequential Value [D.I. 398; filed: 11/15/17] 7

8 Case KJC Doc 432 Filed 11/20/17 Page 8 of 9 E. Declaration of Mackenzie Shea in Support of the Debtors Motion for Entry of an Order: (I Authorizing Debtors to Enter Into Consulting Agreement With Liquidation Consultant; (II Authorizing Debtors to Conduct Store Closing or Similar Themed Sales; (III Approving Debtors' Store Closing Plan; (IV Authorizing and Approving Store Closing Sales Free and Clear of All Liens, Claims and Encumbrances; (V Approving Procedures to Conduct Store Closings in Additional Closing Stores; (VI Exempting the Debtors from Compliance with Non-Bankruptcy Liquidation Laws; (VII Exempting Debtors from Compliance with any Contractual Restrictions Placed Upon the Closing Sales; and (VIII Permitting the Debtors to Abandon any Property that is Burdensome or of Inconsequential Value [D.I. 429; filed: 11/15/17] F. Limited Objection of Levin Management Corporation as Agent for Coroc/Westbrook I L.L.C. [D.I. 419; filed: 11/20/17] G. Limited Objection of the Official Committee of Unsecured Creditors [D.I. 424; filed: 11/20/17] Status: This matter is going forward. FINAL FEE APPLICATION: 9. First and Final Application of RAS Management Advisors, LLC, Financial Advisor to the Debtors, for Allowance of Compensation and Reimbursement of Expenses for the Period of September 11, 2017 through September 20, 2017 [D.I. 251; filed: 10/11/17] Response Deadline: November 1, 2017 at 4:00 p.m. A. Omnibus Objection of the U.S. Trustee to (I the Application of the Debtors for an Order Authorizing the Debtors to Retain RAS Management Advisors, LLC as Financial Advisor, from the Petition Date, Through September 20, 2017 (D.I. 250, and (II the First and Final Application of RAS Management Advisors, LLC, Financial Advisor to the Debtors, for Allowance of Compensation and Reimbursement of Expenses for the Period of September 11, 2017 through September 20, 2017 (D.I. 251 [D.I. 300; filed: 10/25/17] 8

9 Case KJC Doc 432 Filed 11/20/17 Page 9 of 9 B. Fee Examiner s Final Report Regarding First and Final Fee Application Request of RAS Management Advisors, LLC [D.I. 400; filed: 11/16/17] C. Certificate of Counsel Regarding the (I Application of the Debtors for an Order Authorizing the Debtors to Retain RAS Management Advisors, LLC as Financial Advisor, from the Petition Date Through September 20, 2017 and (II the First and Final Application of RAS Management Advisors, LLC, Financial Advisor to the Debtors, for Allowance of Compensation and Reimbursement of Expenses for the Period of September 11, 2017 Through September 20, 2017 [D.I. 403; D.I. 11/16/17] D. Proposed Revised Order Status: This matter is going forward. Dated: November 20, 2017 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 9