Date Closed

January 8, 2007

Lead Office

Québec City

Value

115.00 Million CAD

On January 8, 2007, Colabor Income Fund, through Colabor Limited Partnership, completed the acquisition of substantially all of the assets of Summit Food Service Distributors Inc., one of Canada’s largest distributors to the foodservice industry, a subsidiary of Cara Operations Limited. The total consideration for the acquisition was $115 million, plus the assumption of certain liabilities. Concurrent with the acquisition, Colabor entered into a 10-year distribution agreement with Cara to service all Cara brands within Ontario and Quebec. Cara’s brands include Swiss Chalet, Harvey’s, Kelsey’s Neighbourhood Bar and Grill, Montana’s Cookhouse and Milestone’s Grill and Bar. In connection with the acquisition, the Colabor Income Fund completed, on January4, 2007, a $25 million offering of 2,825,000 subscription receipts at a price of $8.85 per subscription receipt and $50 million aggregate principal amount of 7.0% extendible convertible unsecured subordinated debentures for aggregate gross proceeds of $75 million. The offering was underwritten on a bought deal basis, by a syndicate led by National Bank Financial Inc. and Scotia Capital Inc., which also included Canaccord Capital Corporation, Desjardins Securities Inc. and HSBC Securities (Canada) Inc. (the “Underwriters”). Summit also acquired, on a private placement basis concurrently with the closing of the acquisition, 1,130,000 units of the Fund for a consideration of $10 million. Also, in the context of the acquisition, a $70 million operating credit facility for Colabor was arranged with National Bank of Canada, as underwriter and administrative agent, and National Bank Financial Inc., as lead arranger and sole bookrunner. This operation is of significance given the fact that it was the first large transaction, compared to the size of the income trust, following the announcement of the October 31, 2006 to amend the tax regime of income trusts.

McCarthy Tétrault LLP advised Colabor with a team led by Philippe Leclerc.