Court File No. CV-13-10181-00CL SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

Court File No. CV-13-10181-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
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 COMSTOCK CANADA LTD., CCL
EQUITIES INC., AND CCL REALTY INC.
MOTION RECORD
(Returnable July 26, 2013)
GOWLING LAFLEUR HENDERSON LLP
Barristers and Solicitors
1 First Canadian Place
100 King Street West, Suite 1600
TORONTO, Ontario
M5X 1G5
Alex MacFarlane / Frank Lamie
LSUC No.: 28133Q / 54035S
Telephone: (416) 369-4631 / (416) 862-3609
Facsimile: (416) 862-7661
Lawyers for Comstock Canada Ltd., CCL
Realty Inc., and CCL Equities Inc.
TO:
THE ATTACHED SERVICE LIST
SERVICE LIST
(As at July 25, 2013)
Court File No. CV-13-10181-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
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 COMSTOCK CANADA LTD., CCL
EQUITIES INC., AND CCL REALTY INC.
TO:
GOWLING LAFLEUR HENDERSON LLP
1 First Canadian Place
Suite 1600, 100 King Street West
Toronto, Ontario, Canada, M5X 1G5
Attention: Alex MacFarlane
Tel:
(416) 369-4631
Fax: (416) 862-7661
E-Mail: [email protected]
Attention : Frank Lamie
Tel:
(416) 862-3609
Fax: (416) 862-7661
E-Mail: [email protected]
Solicitors for Comstock Canada Ltd, CCL Equities Inc., and CCL Realty Inc.
AND TO:
CHAITONS LLP
500 Yonge Street, 10th Floor
Toronto, Ontario, Canada
M2N 7E9
Attention: Harvey Chaiton
Tel:
(416) 218-1129
Fax: (416) 218-1849
Cell: (416) 918-0608
E-mail: [email protected]
Solicitors for Bank of Montreal
-2-
AND TO:
DAVIES WARD PHILLIPS & VINEBERG LLP
155 Wellington Street West
Toronto, Ontario , M5V 3J7
Attention: Robin B. Schwill
Tel: (416) 863-5502
Fax: (416) 863-0871
E-Mail: [email protected]
Attention: Natalie Renner
Tel: (416) 367-7489
Fax: (416) 863-0871
E-Mail: [email protected]
Solicitors for PricewaterhouseCoopers Inc. in its capacity as Monitor of Comstock Canada
Ltd., CCL Equities Inc. and CCL Realty Inc.
AND TO:
PRICEWATERHOUSE COOPERS INC.
PwC Tower
18 York Street, Suite 2600
Toronto, Ontario, Canada
M5J 0B2
Attention: Paul Van Eyk
Tel: (416) 687-8122
E-Mail: [email protected]
Attention: Duncan Lau
E-Mail: [email protected]
Attention: Pritesh Patel
E-mail: [email protected]
Monitor of Comstock Canada Ltd., CCL Equities Inc. and CCL Realty Inc.
AND TO:
BULL, HOUSSER & TUPPER LLP
3000 – 1055 West Georgia Street
Vancouver, British Columbia, Canada
V6E 3R3
Attention : E. Jane Milton
Tel:
(604)641-4823
Fax: (604)646-2676
E-Mail: [email protected]
-3-
Attention : Kieran E. Siddall
Tel:
(604)641-4868
Fax: (604)646-2539
E-Mail: [email protected]
Solicitors for Rio Tinto Alcan Inc.
AND TO:
MCMILLAN LLP
Brookfield Place
181 Bay Street, Suite 4400
Toronto, Ontario
Canada M5J 2T3
Attention: Andrew J.F. Kent
Tel:
(416) 865-7160
Fax: (647)722-6756
E-Mail: [email protected]
Attention : Brett Harrison
Tel:
(416) 865-7932
Fax: (647)722-6715
E-Mail: [email protected]
Solicitors for the Board of Directors of Comstock Canada Ltd., CCL Equities Inc. and CCL
Realty Inc.
AND TO:
MEYERS MANAGEMENT CONSULTING GROUP
Bay 108-8530 Manning Avenue
Fort McMurray, Alberta, Canada
T9H 5G2
Attention: Tracey Meyers
Tel:
(780) 748-2500
Fax: (780) 748-2588
E-Mail: [email protected]
AND TO:
GERRY WILSON for R&L VAN DYK
8228 93A Avenue
Edmonton, Alberta, Canada
T6C 1V6
Attention Gerry Wilson
Tel:
(780) 468-4060
Fax: (780) 468-1991
E-Mail: [email protected]
-4-
AND TO:
DELTA SQUARE DEVELOPMENTS LTD.
#101, 17871 – 106 Avenue
Edmonton, Alberta, Canada
T5S 2H1
Attention: Dean Hoffman
Tel:
(780) 443-1047
Fax: (780) 443-1095
AND TO:
DUNHILL DEVELOPMENTS INC, on behalf of itself and as Agent for CROWN
INVESTMENTS LTD., ELK RIDGE DEVELOPMENTS LTD., and ALARIC
MANAGEMENT INC.
201, 2520 Ellwood Drive SW
Edmonton, Alberta, Canada
T6X 0A9
Attention: Jerry Jones
Tel:
(780) 452-8510
AND TO:
ON MAIN INC.
350 Parkdale Avenue North
Hamilton, Ontario, Canada
L9H 5Y3
Attention: Stephen S. Yanover
Tel:
(905) 547-3211
Fax: (905) 549-8868
AND TO:
323 CITY CENTRE HOLDINGS c/o 277 CITY CENTRE
323 City Centre
Kitimat, British Columbia, Canada
V8C 1T6
Attention: Carlyle Shepherd
Tel:
(250) 632-3006
E-Mail: [email protected]
AND TO:
WESTERN CORPORATE BUSINESS CENTRE, INC.
Suite 3300
205 – 5th Avenue S.W.
Calgary, Alberta, Canada
T2P 2V7
Attention: A. Barry Ullett, President
Tel:
(403) 269-4147
-5-
Fax: (403) 264-1262
E-Mail: [email protected]
AND TO:
KENNY ALWYN WHENT INC.
739 Harold Crescent
Thunder Bay, Ontario, Canada
P7C 5H8
Attention : Ken A. Whent
Tel:
(807) 623-5572
Fax: (807) 623-9420
E-Mail: [email protected]
AND TO:
MINISTRY OF FINANCE (ONTARIO)
Legal Services Branch
33 King Street West, 6th Floor
Oshawa, ON LlH 8H5
Attention: Kevin O’Hara LL.M, Senior Counsel
Tel: (905) 433-6934
Fax: (905) 436-4510
E-Mail: [email protected]
AND TO:
BLAKE, CASSELS &GRAYDON LLP
Commerce Court West
199 Bay Street, Suite 3500
Toronto, ON M5L 1A9
Attention: Ryan Zahar
E-Mail: [email protected]
Solicitors for Suncor Energy Systems Inc.
AND TO:
SUNCOR ENERGY SYSTEMS INC.
Attention: Ryan McCay
Tel:
(403) 296-5584
Fax : (403) 724-3487
E-Mail: [email protected]
AND TO:
MCCARTHY TETRAULT LLP
TD Bank Tower
Suite 5300, 66 Wellington Street West
Toronto, Ontario, M5K 1E6
Attention: James D Gage
-6-
Tel:
(416) 601-7539
Fax: (416) 868-0673
E-Mail: [email protected]
Attention: Paul Morrison
Tel:
(416) 601-7887
Fax: (416) 868-0673
E-Mail: [email protected]
Attention: Sarah Corman
Tel:
(416) 601-7860
Fax: (416) 868-0673
E-Mail: [email protected]
Solicitors for Bruce Power A. L.P.
AND TO:
BLAKE, CASSELS, AND GRAYDON LLP
Commerce Court West
Suite 4000, 199 Bay Street
Toronto, Ontario, M5L 1A9
Attention: Michael McGraw
Tel:
(416) 863-4247
Fax: (416) 863-2653
E-Mail: mailto:[email protected]
Solicitors for Ellis Don Corporation
AND TO:
ALBERTA TREASURY BOARD AND FINANCE
Oxbridge Place
Room 534, 9820 - 106 Street
Edmonton, Alberta, Canada
T5K 2J6
Attention: Mary K Brook
Tel:
(780)422-7720
E-Mail: [email protected]
Attention: Peter Thagard
Tel:
(780) 644-5259
E-Mail: [email protected]
-7-
AND TO:
MANITOBA MINISTER OF FINANCE
103 Legislative Building
450 Broadway
Winnipeg, Manitoba, Canada
R3C 0V8
AND TO:
BRITISH COLUMBIA MINISTER OF FINANCE
Po Box 9048 Stn Prov Govt
Victoria British Columbia, Canada
V8W 9E2
AND TO:
DEPARTMENT OF JUSTICE
The Exchange Tower
130 King Street West
Suite 3400, P.O. Box 36
Toronto, ON M5X 1K6
Attention: Diane Winters
Tel: (416) 973-3172
Fax: (416) 973-0810
E-Mail: [email protected]
AND TO:
D AND H (FORMERLY RECOVERY INC.)
1551 The Queensway
Toronto, Ontario, Canada
M8Z 1T5
AND TO:
TLS FLEET MANAGEMENT (FORMERLY TRANSPORTACTION LEASE SYSTEMS.)
51 Constrellation Court
Toronto, Ontario, Canada
M9W 1K4
Attention: Louis Trudelle
Tel: (416) 674-5100
Fax: (416) 674-5151
AND TO:
OSLER HOSKIN & HARCOURT LLP
1 First Canadian Place
100 King Street West Suite 4600
Toronto ON M5X 1B8
Attention: Jeremy Dacks
Tel: (416) 862-4963
Fax: (416) 862-6666
E-Mail: [email protected]
-8-
Attention: Michael De Lellis
Tel: (416)862-5997
Fax: (416)862-6666
E-Mail: [email protected]
Attention: Jay Nathwani
Tel: (416) 862-5885
Fax: (416) 862-6666
E-Mail: [email protected]
Attention: Roger Gillott
Tel: (416)862-6818
Fax: (416)862-6666
E-Mail: [email protected]
Attention: D. Robert Beaumont
Tel: (416)862-5861
Fax: (416)862-6666
E-Mail: [email protected]
Solicitors for PCL Constructors Canada Ltd.
AND TO:
THORNTON GROUT FINNIGAN LLP
Thornton Grout Finnigan LLP
Suite 3200, 100 Wellington Street West
P. O. Box 329, Toronto-Dominion Centre
Toronto, ON M5K 1K7 Canada
Attention: Robert I. Thornton
Tel: (416) 304-0560
Fax: (416) 304-1313
E-Mail: [email protected]
Attention: Kyle Plunkett
Tel: (416) 304-7981
Fax: (416) 304-1313
E-Mail: [email protected]
Solicitors for TESC Inc.
-9-
AND TO:
GOODMANS LLP
333, Bay Street, Suite 3400
Toronto, Ontario, Canada
M5H 2S7
Attention: Howard Wise
Tel: (416) 597-4281
Fax: (416) 979-1234
E-Mail: [email protected]
Solicitors for Comstock Canada in the Potash Proceedings
AND TO:
THE HOSPITAL FOR SICK CHILDREN
555 University Avenue
Toronto, Ontario, Canada
M5G 1X8
Attention: Legal Services
AND TO:
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS
REPRESENTED BY THE MINISTER OF INFRASTRUCTURE
Mowat Block
900 Bay Street, 5th Floor
Toronto, Ontario, Canada
M7A 1C2
Attention: Ms. Halyna Perun Director of Legal Services
AND TO:
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS
REPRESENTED BY THE MINISTER OF INFRASTRUCTURE
C/O DIRECTOR, LEGAL SERVICES
777 Bay Street
Suite 425
Toronto, Ontario, Canada
M5G 2E5
AND TO:
HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS
REPRESENTED BY THE MINISTER OF INFRASTRUCTURE
C/O ONTARIO INFRASTRUCTURE AND LAND CORPORATION
O/A INFRASTRUCTURE ONTARIO
1 Dundas Street West
Toronto, Ontario, Canada
M5G 2L5
- 10 -
AND TO:
ST. JOSEPH'S HEALTHCARE HAMILTON,
A DIVISION OF ST. JOSEPH'S HEALTH SYSTEM
C/O ST JOSEPH’S HOSPITAL
Office of the Chief Executive Officer
50 Charlton Avenue East
Hamilton, Ontario, Canada
L8N 4A6
AND TO:
ST. THOMAS ELGIN GENERAL HOSPITAL
189 Elm Street
St. Thomas, Ontario, Canada
N5R 5C4
Attention: Office Manager
AND TO:
LONDON LIFE INSURANCE COMPANY
255 Dufferin Avenue
London, Ontario, Canada
N6A 4K1
Attention: Manager, Legal Department
AND TO:
RCAP LEASING INC.
5575 North Service Road
Suite 300
Burlington, Ontario, Canada
L7L 6M1
Attention: Laura Pollock
Tel: (866) 239-1290
E-Mail: [email protected]
AND TO:
HORIZON NORTH CAMP & CATERING INC.
PO Box 3094, 3355 Sugarloaf Road
Kamloops, British Columbia, Canada
V2C 6B7
Attention: Scott Matson
Tel: (403) 517- 4654
Fax: (403) 517-4678
E-Mail: [email protected]
- 11 -
AND TO:
CBSC CAPITAL INC.
3450 Superior Court, Unit 1
Oakville, Ontario, Canada,
L6L 0C4
Attention: Faseeh Ahmad
Tel: (905) 901-6534
Fax: (905) 901-6460
E-Mail: [email protected]
AND TO:
LEAVITT MACHINERY GENERAL PARTNERSHIP
24389 Fraser Highway
Langley, British Columbia, Canada
V2Z 2L3
Attention: Bob McIntosh
AND TO:
ATCO STRUCTURES & LOGISTICS LTD.
ATCO Structures & Logistics
115 Peacekeepers Drive SW
Calgary, Alberta, Canada
T3E 7X4
Attention: Darlene Van Wieren
Tel: (403) 292-7600
Fax: (403) 292- 7575
E-Mail: [email protected]
AND TO:
INTEGRATED DISTRIBUTION SYSTEMS LP O/A WAJAX EQUIPMENT
#30, 26313 TWP 531A
Acheson, Alberta, Canada
T7X 5A3
Attention: John Knight, Director Business and Operational Affairs
Tel: (780) 948-5499
Fax: (780) 948-5440
E-Mail: [email protected]
AND TO:
WORLDWIDE MACHINERY PIPELINE
2951 Chambers Road
Aurora, Colorado, United States of America
80011
- 12 -
AND TO:
ALTRUCK INTERNATIONAL TRUCK CENTRES
2 Arrowsmith Road
Hamilton, Ontario, Canada
L8E 4H8
Attention: Gloria Russell
Tel: (905) 578-2211
Fax: (905) 578-7436
E-Mail: [email protected]
AND TO:
BISHOP & MCKENZIE LLP
Suite 2500, 10104 - 103 Avenue
Edmonton, Alberta, Canada
T5J 1V3
Attention: Jose Delgado
Tel: (780) 421-2487
Fax: (780) 426-1305
E-Mail: [email protected]
Solicitors for The Driving Force Inc.
AND TO:
PREMIUM TRUCK & TRAILER INC.
1015 Great Street
Prince George , British Columbia, Canada
V2N 2K8
Attention: Adele Greene
Tel:
(250)563-0695
Fax: (250)563-0526
E-Mail: [email protected]
AND TO:
PARKER PACIFIC EQUIPTMENT SALES
2482 Douglas Rd.
Burnaby, British Columbia, Canada
V5C 6C9
Attention: Vance Waller
Tel:
(604) 291-6021
Fax: (604) 299-7819
E-Mail: [email protected]
- 13 -
AND TO:
PETERBILT TRUCKS PACIFIC INC.
19470 96 Ave
Surrey, British Columbia, Canada
V4N 4C2
AND TO:
BENNETT JONES LLP
3200 TELUS House, South Tower 10020 - 100th Street
Edmonton, Alberta, Canada
T5J 0N3
Attention: Alison L. Archer
Tel: (780) 945-4772
Fax: (780) 421-7951
E-Mail: [email protected]
Solicitors for I. W. Kuhn Environmental Corp
AND TO:
REYNOLDS MIRTH RICHARDS & FARMER LLP
Suite 3200 Manulife Place
10180 - 101 Street
Edmonton, Alberta, Canada
T5J 3W8
Attention: Jeremy D. Taitinger
Tel: (780)497-3317
Fax: (905) 429-3044
E-Mail: [email protected]
Solicitors for Steel 2000 Inc.
AND TO:
CANADA LEGAL REFERRAL INC.
3100 Steeles Avenue West
Suite 200
Vaughan Ontario
L4K 3R1
Attention: Susete Machado
Tel: (905) 532-2487
E-Mail: [email protected]
Counsel for Guillevin International Co.
- 14 -
AND TO:
STAINLESS PIPING SYSTEMS INC.
21 Steinway Blvd #6
Toronto, Ontario, Canada
M9W 6N4
Attention: Rut Damen
Tel: (416) 679-2937
Fax: (416) 679-2938
E-Mail: [email protected]
AND TO:
FASKEN MARTINEAU DUMOULIN LLP
Bay Adelaide Centre, Box 20
333 Bay Street, Suite 2400
Toronto, ON M5H 2T6
Attention: Aubrey E. Kauffman
Tel:
(416) 868-3538
Fax: (416) 364-7813
E-Mail:[email protected]
Attention: Dylan Chochla
Tel:
(416) 868-3425
Fax: (416) 364 7813
E-Mail:[email protected]
Solicitors for Honeywell Limited
AND TO:
National Air Balance Incorporated
8 Parkshore Place
Carlisle, Ontario, Canada
L0R 1H1
Attention: Dean A. Lasak President
AND TO:
WESTCON PRECAST INC.
4412 54th Avenue SE
Calgary, Alberta, Canada
T2C 2B9
Attention: Kim Becker
Tel: (403)279-2534
Fax: (403)279-6583
E-Mail: [email protected]
- 15 -
AND TO:
High River Rentals Inc.
2015 10 Ave SE
High River, Alberta, Canada
T1V 2A6
Attention: Marianne Morrison
Tel: (403) 603-6342
E-Mail: [email protected]
AND TO:
SMITH VALERIOTE
105 Silvercreek Parkway N.
Suite 100
Guelph, ON N1H 6S4
Attention: Robert Dowhan
Tel: (519)821-0012
Fax: (519) 837-1617
E-Mail: [email protected]
Solicitors for Robertson Electric Wholesale 2008 Ltd.& Crane Canada Co.
AND TO:
WEAVER-SIMMONS LLP
Suite 400
233 Brady Street
Sudbury, Ontario, Canada
P3B 4H5
Attention: Spencer Ball
Tel: (705) 674-6421
Fax: (705) 674-9948
E-Mail: [email protected]
Solicitors for Moran Mining & Tunneling Ltd.
- 16 -
AND TO:
PASQUALE MANCUSO CONSTRUCTION PARTNERSHIP
#7, 4812-78th Street
Red Deer, Alberta, Canada
T4P 2B3
Attention: Rene Dierdorfs
Tel:
(403) 346-6715
Fax: (403) 342-1549
E-Mail: [email protected]
AND TO:
INDUSTRIAL CLADDING (2000) LTD.
129 Tailleser Rd
Corbeil, Ontario P0H 1K0, Canada
Attention: Madeline Bos
Tel: (705) 752-4113
Fax: (705) 752-4299
E-Mail: [email protected]
AND TO:
GLAHOLT LLP
141 Adelaide Street West
Suite 800
Toronto, Ontario, Canada
M5H 3L5
Attention: Brendan D. Bowles
Tel: (416) 368- 8280
Fax: (416) 368-3467
E-Mail: [email protected]
Solicitors for Honeywell Limited
AND TO:
MARVIN J. HUBERMAN
20 Dundas Street West, Suite 1100
Toronto, Ontario, Canada
Tel: (416) 646-1372
Fax: (416) 946-1961
E-Mail: [email protected]
Solicitor for 1447292 Ontario Inc., c.o.b Phoenix Industrial Services
- 17 -
AND TO:
WILDER WILDER & LANGTRY
1500 – 1 Lombard Place
Winnipeg, Manitoba, Canada
R3B 0X3
Attention: David Bradley
Tel: (204) 947-1456
E-Mail: [email protected]
Solicitors for Honeywell Limited
AND TO:
PITBLADO LLP
2500-360 Main Street
Winnipeg, Manitoba, Canada
R3C 4H6
Attention: Thomas W. Turner
Tel: (204) 956-3516
Fax: (204) 957-0227
E-Mail: [email protected]
Solicitors for Rexel Canada Electrical Inc.
AND TO:
GOLDMAN SLOAN NASH & HABER LLP
480 University Ave Suite 1600
Toronto, Ontario, Canada
M5G 1V2
Attention: Stanley Naftolin
Tel: (416) 597-3388
Fax: (416) 597-3370
E-Mail: [email protected]
Attention: Irwin Ozier
Tel: (416) 597-3381
Fax: (416) 597-3370
E-Mail: [email protected]
Attention: Brendan Bissell
Tel: (416) 597-6489
Fax: (416) 597-3370
E-Mail: [email protected]
Solicitors for 4361814 Canada Inc. c.o.b. Noble Trade, Rexel Canada Electrical Inc,
Class 1 Incorporated, Emco Corporation, NCS International Inc.
- 18 -
AND TO:
AZEVEDO & NELSON LLP
892 College Street
Toronto, Ontario, Canada
M6H 1A4
Attention: William Ribeiro
Tel: (416) 533-3388
Fax: (416) 533-3114
E-Mail: [email protected]
Solicitors for Sonepar Canada Inc. carrying on business as Texcan
AND TO:
KUEFLER & COMPANY
012, 601 10 Ave. S.W.
Calgary, Alberta, Canada
T2R 0B2
Attention: Quin Kuefler
Tel: (403) 237-0123 Ext. 201
Fax: (403) 237-0128
E-Mail: [email protected]
Solicitors for Crane Supply., a Division of Crane Canada Co.
AND TO:
BIANCHI PRESTA LLP
9100 Jane Street
Building “A”, 3rd Floor,
Vaughan, Ontario, Canada
L4K 0A4
Attention: John Sestito
Tel: (905) 738-1078
Fax: (905) 738-0528
E-Mail: [email protected]
Solicitors for SDI Supplies Ltd.
AND TO:
MADORIN, SNYDER LLP
55 King Street West,
6th Floor P.O. Box 1234
Kitchener, Ontario, Canada
N2G 4G9
Attention: Christopher Clemmer
Tel: (519) 744-4491
- 19 -
Fax: (516) 741-8060
E-Mail: [email protected]
Solicitors for Trade-Mark Industrial Inc.
AND TO:
PALLETT VALO LLP
77 City Centre Drive
West Tower, Suite 300
Mississauga, Ontario, Canada
L5B 1M5
Attention: Maria Ruberto
Tel: (905) 273-3022 ext. 206
E-Mail: [email protected]
Attention: Anna Esposito
Tel: (905) 273-3022 ext. 260
E-Mail: [email protected]
Solicitors for Anixter Canada Inc.
AND TO:
PALLETT VALO LLP
77 City Centre Drive
West Tower, Suite 300
Mississauga, Ontario, Canada
L5B 1M5
Attention: Francesca Maio
Tel: (905) 273-3022 ext. 210
E-Mail: [email protected]
Solicitors for United Rentals of Canada, Inc.
AND TO:
STEINBERG MORTON HOPE & ISRAEL
5255 Yonge Street
Suite 1100
Toronto, Ontario Canada
M2N 6P4
Attention: Derrick Fulton
Tel: (416) 225-2777 ext. 216
Fax: (416) 225-7112
E-Mail: [email protected]
Solicitors for Wesco Distribution
- 20 -
AND TO:
RACAN CARRIER DIVISION OF UTC CANADA CORPORATION
2025, boul. Dagenais Ouest
Laval, Quebec, Canada
H7L 5V1
AND TO:
DENTONS
77 King Street West
Suite 400
Toronto, Ontario, Canada
M5K 0A1
Attention: Karen Groulx
Tel: (416) 863-4697
E-Mail: [email protected]
Solicitors for Cofely Adelt Ltd.
AND TO:
CONTE, A., PROFESSIONAL CORPORATION
Unit 12, 2nd Flr.
242 Applewood Cr.
Concord, Ontario, Canada
L4K 4E5
Attention: Antonio Conte
Tel: (416) 987-0208
Fax: (866) 543-3165
E-Mail: [email protected]
Solicitors for En Mar Systems Limited
AND TO:
CLARK FARB FIKSEL LLP
188 Avenue Rd.
Toronto Ontario Canada
M5R 2J1
Attention: Gary Farb
Tel: (416) 599-7761 ext. 227
Fax: (866) 324-4223
E-Mail: [email protected]
Solicitors for Technical Concrete Solutions Ltd.
- 21 -
AND TO:
MCLEAN AND ARMSTRONG LLP
300 - 1497 Marine Drive
West Vancouver, British Columbia, Canada
V7T 1B8
Attention: Chris Moore
Tel: (604) 925-0672
Fax: (604) 925-8984
E-Mail: [email protected]
Solicitors for Allnorth Consultants Ltd.
AND TO:
PERI SCAFFOLDING SERVICES INC.
45 Nixon Road
Bolton, Ontario, Canada
L7E 1K1
AND TO:
JENKINS MARZBAN LOGAN LLP
Nelson Square
808 Nelson Street, Suite 900
Vancouver, British Columbia, Canada
V6Z 2H2 Canada
Attention: David McKenzie
Tel: (604) 895-3155
Fax: (416) 533-3114
E-Mail: [email protected]
Solicitors for Emco Corporation
AND TO:
AUTOMATED LOGIC - CANADA, LTD.
1150 Roberts Blvd.
Kennesaw, Georgia
30144
AND TO:
HD SUPPLY CANADA INC.
100 Galcat Drive
Vaughan, Ontario, Canada
L4L 0B9
AND TO:
MCINNES COOPER
1 Germaine Street P.O Box 6370
Suite 1700 Brunswick Square
Saint John, New Brunswick, Canada
E2L 4R8
- 22 -
Attention: Thomas G. O’Neil
Tel: (506) 643-6506
Fax: (506) 643-6505
E-Mail: [email protected]
Solicitors for 3391205 Canada inc. bda. Germain & Frere
AND TO:
CONROY TREBB SCOTT HURTUBISE LLP
164 Elm Street,
Sudbury, Ontario, Canada
P3C 1T7
Attention: Leighton T. Roslyn
Tel: (705) 674-6441
Fax: (705) 673-9567
E-Mail: [email protected]
Solicitors for CDCD Engineering Ltd
AND TO:
TORKIN MANES LLP
151 Yonge Street, Suite 1500
Toronto, Ontario, Canada
M5C 2W7
Attention: Sandra Astolfo
Tel: (416) 360-4731
Fax: 1-888-683-6541
E-Mail: [email protected]
Solicitors for Power Vac
AND TO:
TORKIN MANES LLP
151 Yonge Street, Suite 1500
Toronto, Ontario, Canada
M5C 2W7
Attention: David Chaiton
Tel: (416) 643-8814
Fax: 1-888-683-6541
E-Mail: [email protected]
Solicitors for TLS Fleet Management/Element Financial Corporation
- 23 -
AND TO:
MILLER THOMSON LLP
60 Columbia Way, Suite 600
Markham, Ontario, Canada
L3R OC9
Attention: Michael Shell
Tel: (905) 415-6709
Fax: (905) 415-6777
E-Mail: [email protected]
Solicitors for Viking Fire Protection Inc.
AND TO:
HARRISON PENSA
450 Talbot Street
P.O. Box 327
London, Ontario
N6A 4K3
Attention: David Swift
Tel: (519) 661-6735
Fax: (905) 667-3362
E-Mail: [email protected]
Solicitors for ESAC Electrical & Systems Advanced Control Inc.
AND TO:
BURCHELL LIGHTNING PROTECTION LTD.
R.R. #7 Box 214
Perth, Ontario, Canada
K7H 3E4
Attention: Jason Tysick
Tel: (613) 264-0456
E-Mail: [email protected]
AND TO:
APCI COMMUNICATIONS INC.
5035 North Service Rd
Unit D16
Burlington, Ontario, Canada
L7L 5V2
Attention: Doug Kerr
Tel: (905) 336-8800
Fax: (905) 336-8828
E-Mail: [email protected]
- 24 -
AND TO:
DASS ENTERPRISES INC.
3045-29 Southcreed Road
Mississauga, Ontario, Canada
L4X 2X6
Attention: Ian Babich
Tel: (905) 238-3377
Fax: (905) 238-8995
E-Mail: [email protected]
AND TO:
DEW POINT INSULATION SYSTEMS INC.
138A Wellington Street
Shelburne, Ontario, Canada
L0N 1S3
Attention: George Speer
Tel: (519) 925-9251
Fax: (519) 925-5058
E-Mail: [email protected]
AND TO:
DMC MECHANICAL
695 Flint Road
Toronto, Ontario, Canada
M3J 2T7
Attention: Sandy Dewar
E-Mail: [email protected]
AND TO:
PRO-FIRESTOP
20 Melford Drive
Unit 10
Scarborough Ontario
M1B 2G6
Attention: John Sharpe
Tel: (416) 678-3598
Fax: (519) 293-0930
E-Mail: [email protected]
AND TO:
SIMPLEX GRINNELL
40 Hempstead Drive
Hamilton, Ontario, Canada
L8W 2E7
Attention: Dave Tavner
- 25 -
Tel: (905) 577-4077
E-Mail: [email protected]
AND TO:
SPECTRUM COMMUNICATIONS LTD.
250 Lawrence Avenue
Kitchener, Ontario, Canada
N2M 1Y4
Tel: (519) 893-3996
Fax: (519) 895-1762
E-Mail: [email protected]
AND TO:
1478687 ONTARIO LTD.
T&J Contracting
179 Miles Road
Hamilton, Ontario, Canada
L8W 1E2
Attention: Tony Sollazo
Tel:
(905) 971-4488
E-Mail: [email protected]
AND TO:
UC ACCESS INC.
7100 Warden Ave Unit 1
Markham, Ontario, Canada
L3R 8B5
Attention: Dave Powell
Tel: (905) 946-8358
E-Mail: [email protected]
AND TO:
LOCAL 128
Boilermaker Benefit Plan Administrators
45 McIntosh Dr
Markham, ON
L3R 8C7
Attention: Veronica Tseng
Tel:
(905) 946-2530
Fax: (905) 946-2535
E-Mail: [email protected]
- 26 -
AND TO:
LOCAL 146
Boilermaker Benefit Plan Administrators
45 McIntosh Dr
Markham, ON
L3R 8C7
Attention: Veronica Tseng
E-Mail: [email protected]
AND TO:
LOCAL 128
Boilermaker Union Dues
1035 Sutton Dr
Burlington, ON
L7L 5Z8
Attention: Reg White
Tel:
(905) 332-0128
Fax: (905) 332-9057
e-mail: [email protected]
AND TO:
LOCAL 343
Carpenter Trade Improv. Fund
87 Cole Ave
Winnipeg, Manitoba
R2L 1J3
AND TO:
LOCAL 343
Carpenters c/o Coughlin & Assoc
P.O. Box 764
Winnipeg, Manitoba
R3C 2L4
AND TO:
LOCAL 527
Carpenters Fund
210-2750 Quaddra St
Victoria, BC
V8T 4E8
AND TO:
LOCAL 1735
Carpenters Union Funds
215-3480 Gilmore Way
Burnaby, BC
V5G 4Y1
Attention: Ken Lippett
- 27 -
Tel:
(250) 624-5617
Fax: (250) 624-3497
E-Mail: [email protected]
AND TO:
CLRA- MB
Construction Labour Relations
701-161 Portage Ave
Winnipeg, Manitoba
R3G 0Y4
AND TO:
CLRA- AB
Construction Labour Relations
207 2725-12th St NE
Calgary, Alberta
T2E 7J2
Attention: Lynne Harder
Tel:
(403) 250-7390
Fax
(403) 250-5516
E-Mail: [email protected]
AND TO:
LOCAL 488
Edmonton Pipe Trades Funds
16214 - 118th Ave
Edmonton, Alberta
T5V 1M6
Attention: Guenet Negatu
Tel:
(780) 452-7080
Fax: (780) 452-1291
E-Mail: [email protected]
AND TO:
ECA
Electrical Assoc. of Alberta
17725- 103 Ave
Edmonton, Alberta
T5S 1J2
AND TO:
LOCAL 424
Electrical Industry Benefit Funds
200,4224 - 93rd St
Edmonton, Alberta
T6E 5P5
- 28 -
Attention: Tony Chinni
Tel:
(780) 451-2412
Fax: (780) 989-7255
E-Mail: [email protected]
AND TO:
LOCAL 993
Electrical Industry Fund
160-4400 Dominion St
Burnaby, BC
V5G 4G3
AND TO:
EPSCA
Electrical Power Systems
190 Attwell Dr, Suite 580
Etobicoke, On
M9W 6A9
Attention: Kellie Gamble
Tel: (416) 213-0266
Fax: (416) 213-0262
E-Mail: [email protected]
AND TO:
LOCAL 424
Electricians Dues
4232- 93rd St
Edmonton, AB
T6E 5P5
Attention: Tony Chinni
Tel:
(780) 451-2412
Fax: (780) 989-7255
E-Mail: [email protected]
AND TO:
LOCAL 303
Electricians Funds c/o Benefit Plan Services
151 Frobisher Dr, Suite E220
Waterloo, ON
N2V 2C9
Attention: Brent Dykeman
E-Mail: [email protected]
Attention: Jane Taylor
E-Mail: [email protected]
- 29 -
AND TO:
LOCAL 2085
Electricians Union Dues
556 Notre Dame Ave
Winnipeg, Mantiboa
R3B 1S4
Attention: Russ Shewchuk
Tel:
(204) 982-2085
Fax: (204) 982-2086
E-Mail: [email protected]
AND TO:
LOCAL 120
Electricians Union Funds
6688 Tempo Rd, PO Box 324
Lambeth, ON
N6P 1P9
Attention: Paul Dolsen
Tel: (519) 652-2929
Fax: (519) 652-2843
E-Mail: [email protected]
AND TO:
LOCAL 2085
Electricians Union Funds c/o Coughlin
P.O. Box 764
Winnipeg, Mantiboa
R3C 2L4
Attention: Russ Shewchuk
Tel:
(204) 982-2085
Fax: (204) 982-2086
E-Mail: [email protected]
AND TO:
KOSKIE MINSKY LLP
20 Queen Street West, Suite 900
Toronto, Ontario
M5H 3R3
Attention: Demtrios Yiokaris
Tel: (416) 595-2130
Fax: (416) 204-2810
E-Mail: [email protected]
Attention: James Harnum
Tel:
(416) 595-2130
- 30 -
Fax: (416) 204-2819
E-Mail: [email protected]
Attention: Graham Williamson
Tel:
(416) 595-2122
Fax: (416) 204-2895
E-Mail: [email protected]
Solicitors for International Brotherhood of Electrical Workers and Construction Council of
Ontario Representing Locals IEBW 105, 115, 120, 303, 353, 402, 530, 586, 773, 804, 1687
AND TO:
BTC
Hamilton Building Trades Council
1104 Fennell Ave E
Hamilton, ON
L8T 1R9
AND TO:
LOCAL 110
Insulators Union Funds
9335 - 47 St
Edmonton, Alberta
T6B 2R7
AND TO:
LOCAL 720
Ironworker H&W and Pensioned Funds
9th Floor, 9707 -110 St
Edmonton, Alberta
T5K 3T4
Attention Tanya Nash
Tel:
(780) 482-0720
Fax: (780) 482-0874
E-Mail: [email protected]
AND TO:
LOCAL 736
Ironworker Union Dues
1955 Upper James
Hamilton, ON
L9B 1K8
Attention: James Hannah
Tel:
(905) 679-6439
Fax: (905) 679-6617
E-Mail: [email protected]
- 31 -
AND TO:
LOCAL 721, LOCAL 736 AND LOCAL 786
Ironworkers Pension & Welfare
111 Sheppard Ave E
North York, On
M2N 6S2
Attention: Michael Melvin
Tel: (416) 223-0383
Fax: (416) 223-0956
E-Mail: [email protected]
AND TO:
LOCAL 720
Ironworkers Union Dues
10504 - 122nd St
Edmonton, Alberta
T5N 1M6
Attention: Tanya Nash
Tel:
(780) 482-0720
Fax: (780) 482-0874
E-Mail: [email protected]
AND TO:
LOCAL 97
Ironworkers Union Funds
6891 MacPherson Ave
Burnaby, BC
V5J 4N2
Attention:
Tel: (604) 879-4191
Fax: (604) 879-1110
AND TO:
LOCAL 92
Labourers H&W and Pension Funds
9th Floor, 9707 -110 St
Edmonton, AB
T5K 3T4
Attention Cavell Martin
Tel:
(780) 801-5100 ext.11
Fax
(780) 426-6639
E-Mail:[email protected]
- 32 -
AND TO:
LOCAL 92
Labourers Union Dues
104 10319-106th Ave
Edmonton, AB
T5H 0P4
Attention Cavell Martin
Tel:
(780) 801-5100 ext.11
Fax
(780) 426-6639
E-Mail:[email protected]
AND TO:
LOCAL 837, LOCAL 506, LOCAL 1089
Labourers Pension Fund
P.O. Box 9002, Stn Main
Oakville, ON
L6J 0B9
Attention: Jim Toye
AND TO:
LOCAL 92
Labourers Training Fund
12150 - 154 St
Edmonton, AB
T5V 1J2
Attention Cavell Martin
Tel:
(780) 801-5100 ext.11
Fax
(780) 426-6639
E-Mail:[email protected]
AND TO:
LOCAL 1089
Labourers Trust Funds
1255 Confederation St
Sarnia, ON
N7S 4M7
Attention: Sharon Marsh
Tel: (519) 332-1089
Fax: (519) 332-6378
E-Mail: [email protected]
- 33 -
AND TO:
LOCAL 506
Labourers Union Funds c/o The Royal Bank
P.O. Box 9252
Toronto, ON
M5W 3M1
Attention: Manuel Bastos
Tel: (416) 638-0506
Fax: (519) 638-1334
E-Mail: [email protected]
AND TO:
LOCAL 1258
Labourers Union Funds
P.O. Box 764
Winnipeg, Manitoba
R3C 2L4
Attention: Cindy Marsden
Tel:
(204) 942-7193
Fax: (204) 944-0172
E-Mail: [email protected]
AND TO:
LOCAL 837
Labourers Union Funds & Vac. Pay
44 Hughson St S
Hamilton, ON
L8N 2A7
Attention: Manuel Bastos
Tel: (905) 529-1116
Fax: (905) 529-2723
E-Mail: [email protected]
AND TO:
MCA
Mech. Contractors Assoc. Of Alberta
204, 2725 - 12 Street NE
Calgary, Alberta
T2E 7J2
AND TO:
LOCAL 1460
Millwright Pension Fund
Suite 101 2635-37 Ave NE
Calgary, Alberta
T1Y 5Z6
- 34 -
AND TO:
LOCAL 1443
Millwright Union Funds c/o Coughlin
P.O. Box 764
Winnipeg, Manitoba
R3C 2L4
AND TO:
LOCAL 1460
Millwrights Union Funds
177 15210 - 123 Ave
Edmonton, AB
T6G 1G8
AND TO:
LOCAL 1611
Millwrights Union Funds
3542 Kingsway
Vancouver, BC
V5R 5X7
AND TO:
NATIONAL MAINTENANCE COUNCIL
700 Dorval Dr, Ste 502
Oakville, ON
L6K 3V3
Attention: Steve Smillie
Tel:
(905) 849-8415
Fax: (905) 849-8154
E-Mail: [email protected]
AND TO:
MILLWRIGHTS
Ontario Millwrights co Manion, Wilkins & Associates
222 Rowntree Dairy Road, Unit 4
Woodbridge, ON
L4L 9T2
Attention: Cindy Berg
Tel: (905) 652-4140
Fax: (905) 652-4139
E-Mail: [email protected]
AND TO:
LOCAL 793
Operators Benefit Trust Fund
2245 Speers Road
Oakville, ON
L6L 6X8
Attention: Lloyd Nakaza
- 35 -
Tel: (905) 469-9299
Fax: (905) 465-4340
E-Mail: [email protected]
AND TO:
LOCAL 987
Operators Union Dues
244 Cree Cres
Winnipeg, Manitoba
R3J 3W1
AND TO:
LOCAL 254
Pipefitter Union Dues
34 Higgins Ave
Winnipeg, Manitoba
R3B 0A5
Attention Heiko Wiechern
Tel:
(204) 947-0497
Fax: (204) 947-1512
E-Mail: [email protected]
AND TO:
LOCAL 527
Pipefitter Union Dues
225 Frobisher Dr
Waterloo, ON
N2V 2G4
Attention: John Germann
Tel:
(519) 746-3300 ext.101
Fax: (519) 746-7660
E-Mail: [email protected]
AND TO:
LOCAL 800
Pipefitter Union Dues
1640 Bancroft Drive
Sudbury, ON
P3B 1R8
AND TO:
LOCAL 628
Pipefitter Union Dues
959 Alloy Drive
Thunder Bay, ON
P7C 5Z8
Attention: Terry Webb
- 36 -
Tel:
(807) 623-1041
E-Mail: [email protected]
AND TO:
LOCAL 663
Pipefitter Union Funds
1151 Confederation Street
Sarnia, ON
N7S 3Y5
Attention: Ross Tius
Tel:
(519) 337-6569
Fax: (519) 332-3054
E-Mail: [email protected]
AND TO:
LOCAL 666 / LOCAL 67
Pipefitter Union Funds
P.O. Box 8
Thorold, ON
L2V 3Y7
Attention: Pat Goertzen
Tel:
(905) 227-6660
Fax: (905) 227-3183
E-Mail: [email protected]
AND TO:
LOCAL 67
Pipefitter Union Funds
195 Dartnell Road, Suite 102
Hamilton, ON
L8W 3V9
Attention: Mark Ellerker
Tel: 905-385-0043
Fax: 905-385-3467
E-Mail: [email protected]
AND TO:
LOCAL 401
Pipefitter Union Funds
3-26 Caristrap Street
Bowmanville, ON
L1C 3Y7
Attention: Garth Cochrane
Tel: 905-623-1666
Fax: 905-623-8735
- 37 -
AND TO:
LOCAL 46
Pipefitter Union Funds
45 McIntosh Drive
Markham, ON
L3R 8C7
Attention: Veronica Tseng
Tel:
(905) 946-2530
Fax: (905) 946-2535
E-Mail: [email protected]
AND TO:
LOCAL 527 AND LOCAL 800
Pipefitter Union Funds co Benefit Plan Services
151 Frobisher Dr, Suite E220
Waterloo, ON
N2V 2C9
Attention: Brent Dykeman
E-Mail: [email protected]
Attention: Jane Taylor
E-Mail: [email protected]
AND TO:
LOCAL 170
Pipefitter Union Funds c/o CIBC
203-1658 Fosters Way
Delta, BC
V3M 6S6
Attention: Joe Shayler
Tel:
(604) 526-0441
Fax: (604) 526-6261
E-Mail: [email protected]
AND TO:
LOCAL 254
Pipefitters Union Funds c/o Global Benefit
88 St. Regis Cres S
Toronto, ON
M3J 1Y8
Attention: Albert Walker
Tel:
(416) 635-6000
Fax: (416) 635-6464
E-Mail: [email protected]
- 38 -
AND TO:
LOCAL 720
RRSP Fund c/o Servus Credit Union
11311 Kingsway Ave
Edmonton, Alberta
T5G 0X3
AND TO:
LOCAL 424
RRS Fund c/o Servus Credit Union
151 Karl Clark Rd NW
Edmonton, Alberta
T6N 1H5
AND TO:
LOCAL 110
RRSP Fund c/o Servus Credit Union
12750-127 St
Edmonton, Alberta
T5L 1A5
AND TO:
LOCAL 280
Sheet Metal Union Funds
6188 Kingsway
Burnaby, BC
V5J 1H5
Attention: Jim Paqutte
Tel:
(604) 430-3388
Fax: (604) 431 -1864
E-Mail: [email protected]
AND TO:
LOCAL 213
Teamster Union Funds
490 East Roadway
Vancouver, BC
V5T 1X3
Attention: John Pesa
Tel:
(605) 571-6500
Fax: (604) 571-6502
E-Mail: [email protected]
AND TO:
CANADIAN TRAINING
U.A. Canadian Training Funds – Local 666
225 Metcalfe Street, Suite 600
Ottawa, ON
K2P 1P9
- 39 -
AND TO:
LOCAL 993
Union Dues
837 Desmon Street
Kamloops, BC
V2B 5K3
Tel:
(250) 376-8755
Fax: (250) 376-8136
E-Mail: [email protected]
AND TO:
LOCAL 1258
Union Dues/Training Fund
541 Waterfront Drive
Winnipeg Manitoba
R3B 0H1
AND TO:
REFAC Industrial Contractors Inc.
120 Sinasac St. East, Box 849
Harrow, ON N0R 1G0
Tel:
(519) 738-3507
Fax: (519) 738-3230
E-Mail: [email protected]
AND TO:
CaleyWray
Labour/Emloyment Lawyers
1600-65 Queen Street West
Toronto, ON M5H 2M5
Attention: Jesse B. Kugler
Tel:
(416) 775-4677
Fax: (416) 366-3293
E-Mail: [email protected]
Solicitors for the United Association of Journeymen and Apprentices of the Plumbing and
Pipefitting Industry of the United States of Canada, Local 67
INDEX
INDEX
1
Notice of Motion
A
Draft Amended & Restated Initial Order
B
Draft Settlement Approval Order
2
Affidavit of Dennis Forlin, sworn July 25, 2013
A
Exhibit “A”: Certificate of Filing of NOI of Comstock Canada Limited
B
Exhibit “B”: Certificate of Filing the NOI of CCL Realty Inc.
C
Exhibit “C”: Certificate of Filing the NOI of CCL Equities Inc.
D
Exhibit “D”: Order of Justice Morawetz dated July 3, 2013
E
Exhibit “E”: Corresponding Endorsement dated July 3, 2013
F
Exhibit “F”: Reasons of Justice Morawetz dated July 12, 2013
G
Exhibit “G”: Notice to Creditors of Comstock Canada Limited
H
Exhibit “H”: Notice to Creditors of CCL Realty Inc.
I
Exhibit “I”: Notice to Creditors of CCL Equities Inc.
J
Exhibit “J”: Initial Order of Justice Morawetz dated July 9, 2013
K
Exhibit “K”: Reasons of Justice Morawetz dated July 16, 2013
L
Exhibit “L”: Affidavit of Geoffrey W. Birbeck sworn July 9, 2013
(without exhibits)
M
Exhibit “M”: Supplementary Affidavit of Geoffrey W. Birbeck sworn July 9, 2013
(without exhibits)
N
Exhibit “N”: Summary of Post-Filing Liens
O
Exhibit “O”: Lien Timing Summary
P
Exhibit “P”: Summary of Notices of Stay
Q
Exhibit “Q”: Notice of Stay dated July 16, 2013 of Anixter Canada Inc.
R
Exhibit “R”: Notice of Stay dated July 16, 2013 of Sonepar Canada Inc.
S
Exhibit “S”: Notice of Stay dated July 16, 2013 of Honeywell Limited
T
Exhibit “T”: Notice of Stay dated July 16, 2013 of Wesco Distribution Canada LP
U
Exhibit “U”: Notice of Stay dated July 16, 2013 of Rexel Canada Electrical Inc.
and Rexel Ruddy Ontario
V
Exhibit “V”: Notice of Stay dated July 16, 2013 of NCS International Co.
W
Exhibit “W”: Notice of Stay dated July 16, 2013 of 4361814 Canada Inc.
c.o.b. as Noble Trade
X
Exhibit “X”: Notice of Stay dated July 16, 2013 of Class 1 Incorporated
Y
Exhibit “Y”: Notice of Stay dated July 16, 2013 of Cofely Adelt
Z
Exhibit “Z”: Notice of Stay dated July 16, 2013 of Allnorth Consultants Ltd.
AA
Exhibit “AA”: Notice of Stay dated July 16, 2013 of Emco Corporation
BB
Exhibit “BB”: Notice of Stay dated July 17, 2013 of PERI Scaffolding Services Inc.
CC
Exhibit “CC”: Notice of Stay dated July 19, 2013 of Guillevin International Co.
DD
Exhibit “DD”: Notice of Stay dated July 24, 2013 of Electrical & Systems
Advances Control Inc.
EE
Exhibit “EE”: Notice of Stay dated July 24, 2013 of Toromont Industries Ltd.
FF
Exhibit “FF”: Notice of Stay dated July 24, 2013 of SDI Supplies Ltd.
GG
Exhibit “GG”: Notice of Stay dated July 24, 2013 of United Rentals of Canada Inc.
HH
Exhibit “HH”: Notice of Stays dated July 24, 2013 of Trade-Mark Industrial Inc.
II
Exhibit “II”: Parcel Register for the St. Joe’s Project dated July 24, 2013
JJ
Exhibit “JJ”: St. Joe’s Project Settlement Agreement
KK
Exhibit “KK”: Letter to Service List dated 24 July 2013
TAB 1
1
Court File No. CV-13-10181-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
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 COMSTOCK CANADA LTD., CCL
EQUITIES INC., AND CCL REALTY INC.
Applicants
NOTICE OF MOTION
(Returnable July 26, 2013)
COMSTOCK CANADA LTD. (“Comstock”), CCL REALTY INC. (“CCL Realty”), and
CCL EQUITIES INC. (“CCL Equities”, and together with Comstock and CCL Realty, the “Comstock
Group”) will make a motion to a Judge of the Commercial List on Friday, July 26, 2013 at 8:30 a.m., or
as soon thereafter as the motion can be heard, at the Courthouse located at 330 University Avenue,
Toronto, Ontario, Canada.
PROPOSED METHOD OF HEARING: The motion is to be heard orally.
1.
THE MOTION IS FOR a Settlement Approval Order and an Amended & Restated Initial
Order substantially in the forms of the draft Orders attached hereto as Schedule “A” (the “Settlement
Approval Order”) and Schedule “B” (the “Amended & Restated Initial Order”), inter alia,
(a)
Approving the Settlement Agreement (as defined below), the Schedules thereto, and the
Releases attached as Schedules thereto, made among Comstock, PCL Constructor
Canada Inc. (“PCL”), Honeywell Limited, Class 1 Incorporated, Sonepar Canada Inc.,
Anixter Canada Inc., 4361814 Canada Inc. c.o.b. as Noble Trade, NCS International
Inc., Rexel Canada Electrical Inc., and United Rentals of Canada Inc., dated July 25,
-2-
2
2013 (the “Settlement Agreement”), in respect of the St. Joseph’s Hamilton
Healthcare West 5th Campus Redevelopment Project (the “St. Joe’s Project”) on the
lands identified by PIN 17075−0375 (LT) in Land Registry Office No. 62; and
(b)
Amending and restating the Initial Order of the Honourable Mr. Justice Morawetz
dated July 9, 2013 (the “Initial Order”) to, inter alia:
(i)
Order and declare that no Person shall be permitted to preserve or perfect a lien
under the Construction Lien Act, R.S.O. 1990, C.30, as amended (the “Ontario
CLA”), the Builders Lien Act, S.B.C. 1997, C. 45 (the “B.C. BLA”), Builders'
Lien Act, R.S.A. 2000, c B-7 (the “Alberta BLA”), or the Builders' Liens Act,
C.C.S.M., c. B-91(the “Manitoba BLA”) on or after June 28, 2013, including,
without restricting the generality of the foregoing, (a) registering a Claim for
Lien, (b) registering a Certificate of Action; and (c) serving a Claim for Lien,
with respect to any project(s) to which any of the Applicants is a contracting
party and/or is supplying goods and/or services except with the written consent
of the Comstock Group and the Monitor, or with leave of this Court;
(ii)
Order and declare that any Claims for Lien and/or Certificates of Action which
were registered on or after June 28, 2013 with respect to any lands to which the
Comstock Group have supplied services or materials (a) may be vacated upon
application to the Court by the Comstock Group (i) without the requirement of
posting security, and (ii) as if the security set out in the Ontario CLA, the B.C.
BLA, the Alberta BLA, or the Manitoba BLA had been posted by the Comstock
Group; and (b) once said Claims for Lien and/or Certificates of Action are
vacated from title to said lands, any payer to any project(s) to which any of the
Comstock Group is a contracting party and/or is supplying goods and/or
services, may, without jeopardy, make payments on any contract or subcontract
with respect to said project(s), subject to any other term of this Amended and
Restated Order and the holdback provisions of s. 24(1) of the Ontario CLA or s.
4 of the B.C. BLA, the Alberta BLA, or the Manitoba BLA as applicable,
without regard to the provisions of s. 24(2) of the Ontario CLA, subject to
further Order of the Court; and
(iii)
Order and declare that any general contractor and owner in connection with a
project upon which the Applicant is engaged in making an improvement to land
shall have no liability whatsoever, whether pursuant to the Ontario CLA, B.C.
BLA, the Alberta BLA, or the Manitoba BLA, or pursuant to any other law,
equity, or otherwise, save and except for any gross negligence or wilful
misconduct on its part, to any Person (including any subcontractor of any level
to the Comstock Group, any other supplier of any level to the Comstock Group,
or creditor of the Comstock Group) in connection with amounts provided by
any general contractor or owner (i) to the Comstock Group, (ii) to any
-3-
3
subcontractor of any level to the Comstock Group, (iii) to any supplier of any
level to the Comstock Group, and/or (iv) to any creditor of the Comstock
Group, during the within proceedings pursuant to the CCAA in accordance with
any contract, including without limiting the generality of the foregoing, (i) as a
result of the operation of paragraphs 11(c) and 12 of this Amended & Restated
Initial Order, (ii) as a result of any Person not being paid their full contract price
with respect to any contract; or (iii) as a result of any Person have a secured,
unsecured, or trust claim against the Comstock Group; provided, however, that
this paragraph does not apply to any general contractors or owners obligations
in respect of the basic 10% holdback.
(c)
2.
such further and other relief as this Honourable Court deems just and/or equitable.
THE GROUNDS FOR THE MOTION ARE:
(a)
On Friday, June 28, 2013 (the “Filing Date”), the Comstock Group filed Notices of
Intention to Make a Proposal pursuant to the Bankruptcy and Insolvency Act, R.S.C.
1985, c. B-3 (the “BIA”) and appointed PricewaterhouseCoopers Inc. (“PwC’) as the
Proposal Trustee in respect of the proposal proceedings;
(b)
On Wednesday, July 3, 2013, the Honourable Mr. Justice Morawetz issued an Order,
inter alia, appointing PwC as Interim Receiver for the limited and specific purpose of
ensuring Comstock’s payroll was funded by July 4, 2013;
(c)
On Tuesday, July 9, 2013, the Honourable Mr. Justice Morawetz issued the Initial
Order, inter alia,
(i)
continuing the Comstock Group’s restructuring proceedings under the
Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the
“CCAA”), effective as at July 9, 2013,
(ii)
granting the Initial Order under the CCAA in respect of the Comstock Group,
including a stay of proceedings,
(iii)
approving the Cost Reimbursement Agreement entered into by Comstock and
Rio Tinto Alcan Inc., and
(iv)
approving the Commitment Letter made between Comstock and the Bank of
Montreal (“BMO”) and the granting of a DIP Lender’s Charge (defined below)
and corresponding priority in favour of BMO;
-4-
4
Approval of St. Joe’s Project Settlement Agreement
(d)
On July 25, 2013, the Comstock Group, PCL Constructor Canada Inc., Honeywell
Limited, Class 1 Incorporated, Sonepar Canada Inc., Anixter Canada Inc., 4361814
Canada Inc. c.o.b. as Noble Trade, NCS International Inc., Rexel Canada Electrical
Inc., and United Rentals of Canada Inc. (the “Lien Claimants”), entered into a
Settlement Agreement dated July 25, 2013 (the “Settlement Agreement”), in respect
of the St. Joseph’s Hamilton Healthcare West 5th Campus Redevelopment Project (the
“St. Joe’s Project”) on the lands identified by PIN 17075−0375 (LT) in Land Registry
Office No. 62;
(e)
The Settlement Agreement documents the agreement of Comstock, PCL, and the St.
Joe’s Lien Claimants, to resolve, inter alia, (a) the payment of the Pre-Filing amounts
owing in respect of the St. Joe’s Project; (b) the discharge or vacating of the liens in
respect of the St. Joe’s Project; and (c) the protection and certainty to be provided to
PCL in consideration for PCL’s continuing to advance funds to the St. Joe’s Project
during the Comstock Group’s CCAA proceedings;
Registration of Post-Filing Liens
(f)
By virtue of the filing of the Notices of Intention to Make a Proposal pursuant to the
BIA and now the terms of the Initial Order, all entities were stayed from exercising
their rights and remedies against the Comstock Group;
(g)
The Initial Order included provisions which, inter alia:
(i)
Ordered the stay and suspension of all rights and remedies of any individual,
firm, corporation, governmental body, agency, or any other entities, affecting
the business or property of the Comstock Group, except with the written
consent of the Comstock Group and the Monitor, or leave of the Court; and
(ii)
Ordered that no individual, firm, corporation, governmental body or agency, or
any other entities shall interfere with any right, contract, agreement, license, or
permit in favour of the Comstock Group, except with the written consent of the
Comstock Group and the Monitor, or leave of the Court;
-5-
(h)
5
In contravention of the Initial Order, a number of sub-trades and suppliers have
registered and/or have threatened to register liens after the Filing Date in respect of
Comstock and/or various projects to which Comstock is a contracting party;
(i)
As at Thursday, July 25, 2013, approximately twenty three (23) parties have registered
forty three (43) liens or delivered notices of lien in respect of the Comstock Group
and/or Comstock Projects for pre-filing amounts in the approximate aggregate amount
of $17,681,402.88 allegedly owing in respect of projects to which the majority of the
lien registrants are continuing to supply material and services;
(j)
The registration of post-filing liens is seriously prejudicing the restructuring and will
jeopardize the Comstock Group’s efforts to reorganize if this current trend of lien
registrations continues as it disrupts the flow of funds among the owners, general
contractors, and sub-trades. Such interruptions, in turn, cause project delays, further
costs, and disrupt the progress of projects;
Requirement for Court to Discharge and/or Vacate Liens
(k)
The sub-trades in registering the Post-Filing Liens have not done so in order to preserve
their rights in order to avoid the imminent expiry of a limitation period, but instead
have sought to “lien for leverage” with a view to enhancing their negotiating position
vis-à-vis Comstock and with the various other parties to the applicable contracts;
(l)
The sub-trades are not entitled to ignore the Initial Order or the applicable provisions of
the CCAA, much less flout the Initial Order or the CCAA, simply because they do not
like its effect on them or because they wish to use the current financial difficulties
encountered by Comstock and their willful non-compliance with the Initial Order and
the CCAA as a lever to enhance their bargaining position with Comstock and its
contracting parties;
(m)
The sub-trades actions in connection with the registration and/or threatened registration
of liens is not in compliance with the Initial Order and the CCAA and such actions
cannot be sanctioned;
-6-
(n)
6
The registration of liens is frustrating the purposes of the CCAA, prejudicing the
restructuring, and may jeopardize the Comstock Group’s efforts at reorganization;
(o)
Pursuant to the Court’s inherent jurisdiction, the Court may order (i) a stay of
proceedings pursuant to the CCAA which has a direct impact on third parties in order
to accomplish the purpose of the CCAA, and (b) the discharge and/or vacation of liens
and registrations where existence of such liens and registrations frustrate the purpose of
the CCAA and the restructuring;
(p)
Where an affected party is in breach of the Initial Order, the Court may Order the
breaching entity to comply with the Initial Order;
(q)
the Comstock Group requires the requested relief urgently in order to continue to move
forward to effect its restructuring;
(r)
the circumstances that exist make the Orders sought by the Comstock Group
appropriate;
(s)
the provisions of the CCAA and the BIA and this Honourable Court's equitable and
statutory jurisdiction thereunder;
(t)
Construction Lien Act, R.S.O., 1990, c. C.30;
(u)
Builders' Liens Act, C.C.S.M., c. B-91;
(v)
Builders' Lien Act, R.S.A. 2000, c B-7;
(w)
Builders Lien Act, S.B.C. 1997, c 45;
(x)
Rules 1.04, 2.03, 3.02, 14.05(2) and 16 of the Ontario Rules of Civil Procedure, R.R.O.
1990, Reg. 194, as amended; and
(y)
such further and other grounds as set out in the Affidavit of Dennis Forlin; and
-7-
(z)
7
such further and other grounds as counsel may advise and this Honourable Court may
permit.
3.
THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the
Motion: x
(a)
the Affidavit of Dennis Forlin, sworn July 25, 2013;
(b)
the First Report to Court of the Monitor; and
(c)
Such further material as counsel may advise and this Honourable Court may permit.
Date: July 25, 2013
GOWLING LAFLEUR HENDERSON LLP
Barrister and Solicitors
Suite 1600, First Canadian Place
100 King Street West
Toronto, ON M5X 1G5
Alex MacFarlane / Frank Lamie
LSUC No.: 28133Q / 54035S
Tel: (416) 369-4631/ (416) 862-3609
Fax: (416) 862-7661
Lawyers for the Comstock Group, Comstock Canada
Ltd., CCL Realty Inc., and CCL Equities Inc.
TAB A
8
Schedule “A”
Court File No. CV-13-10181-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
THE HONOURABLE MR.
JUSTICE MORAWETZ
)
)
)
FRIDAY, THE 26th
DAY OF JULY, 2013
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 COMSTOCK CANADA LTD., CCL
EQUITIES INC., AND CCL REALTY INC.
Applicants
ORDER
(Approving Settlement Agreement St. Joseph’s Hamilton Healthcare Redevelopment Project)
THIS MOTION, made by Comstock Canada Ltd. (“Comstock”), CCL Realty Inc.
(“CCL Realty”), and CCL Equities Inc. (“CCL Equities” and together with Comstock and
CCL Realty, the “Applicants” or the “Comstock Group”), pursuant to the Companies'
Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA"), was heard this
day at 330 University Avenue, Toronto, Ontario.
ON READING the Affidavit of Dennis Forlin sworn July [DATE], 2013 (the “Forlin
Affidavit”) and the Exhibits thereto which include the Settlement Agreement (defined below),
and on hearing the submissions of counsel for the Comstock Group, counsel for
PricewaterhouseCoopers Inc. (“PwC”) in its capacity as the Monitor of the Comstock Group (in
such capacity, the “Monitor”), counsel for Bank of Montreal (“BMO”), and counsel for those
other parties listed on the Counsel Slip, no one appearing for any other person although duly
served as appears from the Affidavit of Service of [NAME], sworn July [DATE], 2013, filed,
9
SERVICE
1.
THIS COURT ORDERS that the time for service of the Notice of Motion and the
Motion Record is hereby abridged and validated so that this motion is properly returnable today
and hereby dispenses with further service thereof.
DEFINED TERMS
2.
THIS COURT ORDERS that any capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Initial Order dated July 9, 2013 issued in Court
File Number CV-13-10181-00CL, as may be amended from time to time (the “Initial Order”).
APPROVAL OF ST. JOSEPH’S SETTLEMENT AGREEMENT
3.
THIS COURT ORDERS that the Settlement Agreement and all Schedules thereto,
including all Releases attached thereto, attached as an Exhibit to the Forlin Affidavit, made
between Comstock, PCL Constructor Canada Inc. (“PCL”), Honeywell Limited, Class 1
Incorporated, Sonepar Canada Inc., Anixter Canada Inc., 4361814 Canada Inc. c.o.b. as Noble
Trade, NCS International Inc., Rexel Canada Electrical Inc., and United Rentals of Canada Inc.,
dated July [DATE], 2013 (the “Settlement Agreement”), in respect of the St. Joseph’s
Hamilton Healthcare West 5th Campus Redevelopment Project (the “St. Joe’s Project”) on the
lands identified by PIN 17075−0375 (LT) in Land Registry Office No. 62, be and is hereby
approved, and Comstock and the Monitor be and are hereby authorized and directed to take all
steps and actions required in order to give effect to the settlement contemplated in the Settlement
Agreement.
4.
THIS COURT ORDERS that PCL, the general contractor for the St. Joe’s Project,
shall have no liability whatsoever, whether pursuant to Ontario’s Construction Lien Act, R.S.O.
1990, c. C-30, as amended (the “Construction Lien Act”), any other law, equity, or otherwise,
save and except for any gross negligence or wilful misconduct on its part, to any Person
(including any subcontractor of any level, any other supplier of any level to the Applicants or
any creditor of the Applicants) in connection with amounts provided by PCL (i) to the
Applicants, (ii) to any subcontractor of any level to the Applicants, (iii) to any supplier of any
level to the Applicants, and/or (iv) to any creditor of the Applicants, during the CCAA
Proceedings in accordance with the Mechanical Subcontract between PCL and Comstock No.
10
406012-OS and Electrical Subcontract between PCL and Comstock No. 406013-OS
(collectively, the “PCL/Comstock Subcontracts”) and/or this Order or the Initial Order (as
each may be amended from time to time) with respect to the St. Joe’s Project, including without
limiting the generality of the foregoing, (i) as a result of the operation of paragraphs 11(c) and 12
of the Initial Order; (ii) as a result of any Person not being paid their full contract price with
respect to the St. Joe’s Project; or (iii) as a result of any person having a secured, unsecured, or
trust claim against the Applicants; provided, however, that this paragraph does not apply to
PCL’s obligations pursuant to the Construction Lien Act in respect of the basic 10% holdback.
5.
THIS COURT ORDERS that PCL may seek recourse against the Applicants to the
extent that any Person pursues a claim against PCL in connection with amounts provided by PCL
(i) to the Applicants, (ii) to any subcontractor of any level to the Applicants, (iii) to any supplier
of any level to the Applicants, and/or, (iv) to any creditor of the Applicants, during the CCAA
Proceedings in accordance with the PCL/Comstock Subcontracts and/or this Order or the Initial
Order (as each Order may be amended from time to time, provided, however, that this paragraph
does not apply to the sub-contractors who are parties to the Settlement Agreement with respect to
the amounts paid directly by PCL to the sub-contractors pursuant to the Settlement Agreement.
6.
THIS COURT ORDERS that any amounts provided by PCL to, or on behalf of, the
Applicants pursuant to the PCL/Comstock Subcontracts with respect to the St. Joe’s Project shall
only be used in accordance with a monthly payment schedule for the St. Joe’s Project, in form
and substance satisfactory to PCL, acting reasonably, and the Monitor.
7.
THIS COURT ORDERS that PCL shall have no liability to Comstock in respect of
any amounts paid, pursuant to Comstock’s direction, to a subcontractor (whether a direct
subcontractor of Comstock or a sub-subcontractor of any level), supplier, or creditor of
Comstock where such amounts are to the credit of or on account of a contemplated, disputed, or
unapproved change order.
8.
THIS COURT ORDERS that, to the extent any liens are vacated by the Court,
withdrawn or otherwise removed from the St. Joe’s Project, in respect of the operation of
sections 21, 23, and 24 of the Construction Lien Act, any payer (as that term is defined in the
Construction Lien Act) shall be and shall be deemed to be in the same position as if the lien had
not been delivered or preserved or written notice of the lien had not been given.
11
9.
THIS COURT ORDERS that no person shall register, enforce or otherwise take any
action in respect of the Order attached hereto as Appendix “2” until the Monitor has delivered to
the parties to the Settlement Agreement a certificate substantially in the form of the certificate
attached as Appendix “1” hereto (the “Certificate”), in which the Monitor certifies that Article
2.1 (c), (d) and (e) of the Settlement Agreement have been satisfied, including: (i) that Osler
Hoskin & Harcourt LLP (“Osler”) and the Monitor (to the extent required) are in receipt of the
Settlement Amounts (as defined in the Settlement Agreement); (ii) the necessary directions have
been provided by Comstock to Osler, and the Monitor, if applicable.
GENERAL
10.
THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,
regulatory, or administrative body having jurisdiction in Canada or in the United States, to give
effect to this Order and to assist the Applicants, the Monitor and their respective agents in
carrying out the terms of this Order. All courts, tribunals, regulatory, and administrative bodies
are hereby respectfully requested to make such orders and to provide such assistance to the
Applicants and to the Monitor, as an officer of this Court, as may be necessary or desirable to
give effect to this Order, to grant representative status to the Monitor in any foreign proceeding,
or to assist the Applicants and the Monitor and their respective agents in carrying out the terms
of this Order.
11.
THIS COURT ORDERS that each of the Applicants and the Monitor be at liberty and is
hereby authorized and empowered to apply to any court, tribunal, regulatory or administrative
body, wherever located, for the recognition of this Order and for assistance in carrying out the
terms of this Order, and that the Monitor is authorized and empowered to act as a representative
in respect of the within proceedings for the purpose of having these proceedings recognized in a
jurisdiction outside Canada.
____________________________________
12
Appendix “1” – Form of Monitor’s Certificate
Court File No. CV-13-10181-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
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 COMSTOCK CANADA LTD., CCL
EQUITIES INC., AND CCL REALTY INC.
Applicants
MONITOR’S CERTIFICATE
RECITALS:
A.
Pursuant to an Order of the Honourable Mr. Justice Morawetz of the Ontario Superior
Court of Justice (the "Court") dated July 9, 2013, PricewaterhouseCoopers Inc. was appointed
as Monitor (in such capacity, the "Monitor") of Comstock Canada Ltd., CCL Realty Inc., and
CCL Equities Inc. (collectively, the “Comstock Group”) pursuant to the Companies' Creditors
Arrangement Act, R.S.C. 1985, c. C-36, as amended.
B.
Pursuant to an Order of the Court dated July [DATE], 2013, the Court approved the
Settlement Agreement and all Schedules thereto, including all Releases attached thereto, made
between Comstock Canada Ltd. (“Comstock”), PCL Constructor Canada Inc. (“PCL”),
Honeywell Limited, Class 1 Incorporated, Sonepar Canada Inc., Anixter Canada Inc., 4361814
Canada Inc. c.o.b. as Noble Trade, NCS International Inc., Rexel Canada Electrical Inc., and
United Rentals of Canada Inc., dated July [DATE], 2013 (the “Settlement Agreement”), in
respect of the St. Joseph’s Hamilton Healthcare West 5th Campus Redevelopment Project on the
lands identified by PIN 17075−0375 (LT) in Land Registry Office No. 62, which Settlement
Agreement provides for:
(i) the discharge and release of the following liens:
-2(a)
13
The lien of Rexel Canada Electrical Inc. preserved through the registration of the
Claim for Lien registered as instrument number WE907957 on July 4, 2013
against title to the lands and premises described in Schedule “A” (the “Lands”);
(b)
The lien of Sonepar Canada Inc. c.o.b. as TEXCAN preserved through the
registration of the Claim for Lien registered as instrument number WE908774 on
July 9, 2013 against title to the Lands;
(c)
The lien of 4361814 Canada Inc. preserved through the registration of the Claim
for Lien registered as instrument number WE908973 on July 10, 2013 against title
to the Lands;
(d)
The lien of Anixter Canada Inc. preserved through the registration of the Claim
for Lien registered as instrument number WE909214 on July 11, 2013 against title
to the Lands;
(e)
The lien of NCS International Co. preserved through the registration of the Claim
for Lien registered as instrument number WE909516 on July 12, 2013 against title
to the Lands;
(f)
The lien of Sonepar Canada Inc. c.o.b. as SESCO preserved through the
registration of the Claim for Lien registered as instrument number WE910099 on
July 15, 2013 against title to the Lands;
(g)
The lien of United Rentals of Canada, Inc. preserved through the registration of
the Claim for Lien registered as instrument number WE910950 on July 18, 2013
against title to the Lands; and
14
-3-
(ii) releases by the Lien Claimants to PCL and Comstock and from Comstock to PCL
(collectively the “Releases”); and
(iii) the delivery up of the Lien Bonds to Osler Hoskin & Harcourt LLP (“Osler”);
all of which shall be effective upon the Monitor certifying that Article 2.1 (c), (d) and (e) of the
Settlement Agreement have been satisfied, including: (i) that Osler and the Monitor (to the extent
required) are in receipt of the Settlement Amounts (as defined in the Settlement Agreement) and
(ii) the necessary directions have been provided by Comstock to Osler, and the Monitor, if
applicable.
C.
Unless otherwise indicated herein, terms with initial capitals have the meanings set out in
the Settlement Agreement.
THE MONITOR CERTIFIES the following:
1.
Article 2.1 (c), (d) and (e) of the Settlement Agreement have been satisfied, including:
(i)
that Osler and the Monitor (to the extent required) are in receipt of the Settlement
Amounts (as defined in the Settlement Agreement); and
(ii)
the necessary directions have been provided by Comstock to Osler, and the
Monitor, if applicable.
2.
This Certificate was delivered by the Monitor at ________ [TIME] on _______ [DATE].
PricewaterhouseCoopers Inc., in its capacity as
Court-appointed Monitor of Comstock Canada
Ltd., CCL Realty Inc., and CCL Equities Inc.,
and not in its personal capacity
Per:
____________________________________
Name:
Title:
15
Appendix “2”
Court File No. CV-13-10181-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
THE HONOURABLE MR.
JUSTICE MORAWETZ
)
)
)
FRIDAY, THE 26th
DAY OF JULY, 2013
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 COMSTOCK CANADA LTD., CCL
EQUITIES INC., AND CCL REALTY INC.
Applicants
ORDER
THIS MOTION, made by Comstock Canada Ltd. (“Comstock”), CCL Realty Inc.
(“CCL Realty”), and CCL Equities Inc. (“CCL Equities” and together with Comstock and
CCL Realty, the “Applicants” or the “Comstock Group”), pursuant to the Companies'
Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA"), was heard this
day at 330 University Avenue, Toronto, Ontario.
ON READING the Affidavit of Dennis Forlin sworn July [DATE], 2013 (the “Forlin
Affidavit”) and the Exhibits thereto which include the Settlement Agreement (defined below),
and on hearing the submissions of counsel for the Comstock Group, counsel for
PricewaterhouseCoopers Inc. (“PwC”) in its capacity as the Monitor of the Comstock Group (in
such capacity, the “Monitor”), counsel for Bank of Montreal (“BMO”), and counsel for those
other parties listed on the Counsel Slip, no one appearing for any other person although duly
served as appears from the Affidavit of Service of [NAME], sworn July [DATE], 2013, filed:
-22.
16
THIS COURT ORDERS that the following liens be and the same are hereby
discharged:
(a)
The lien of Rexel Canada Electrical Inc. preserved through the registration of the
Claim for Lien registered as instrument number WE907957 on July 4, 2013
against title to the lands and premises described in Schedule “A” (the “Lands”).
(b)
The lien of Sonepar Canada Inc. c.o.b. as TEXCAN preserved through the
registration of the Claim for Lien registered as instrument number WE908774 on
July 9, 2013 against title to the Lands.
(c)
The lien of 4361814 Canada Inc. preserved through the registration of the Claim
for Lien registered as instrument number WE908973 on July 10, 2013 against title
to the Lands.
(d)
The lien of Anixter Canada Inc. preserved through the registration of the Claim
for Lien registered as instrument number WE909214 on July 11, 2013 against title
to the Lands.
(e)
The lien of NCS International Co. preserved through the registration of the Claim
for Lien registered as instrument number WE909516 on July 12, 2013 against title
to the Lands.
(f)
The lien of Sonepar Canada Inc. c.o.b. as SESCO preserved through the
registration of the Claim for Lien registered as instrument number WE910099 on
July 15, 2013 against title to the Lands.
-3(g)
17
The lien of United Rentals of Canada, Inc. preserved through the registration of
the Claim for Lien registered as instrument number WE910950 on July 18, 2013
against title to the Lands.
3.
THIS COURT ORDERS that the following lien bonds (the “Lien Bonds”),
having been paid into Court by PCL Constructors Canada Inc. to vacate certain claims for lien,
be delivered up to Osler, Hoskin & Harcourt LLP, in trust, for cancellation:
(a)
the lien bond of Zurich Insurance Company Ltd., Travelers Insurance Company
of Canada, and Chubb Insurance Company of Canada bearing Bond Nos.
6340103 / 90028089 / 8232-54-84, dated July 15, 2013 filed with the Accountant
of the Ontario Superior Court of Justice as Account No. 527425 and paid into
Court in Court File No. CV-13-00484837-0000 to vacate the claim for lien of
Rexel Canada Electrical Inc.;
(b)
the lien bond of Zurich Insurance Company Ltd., Travelers Insurance Company
of Canada and Chubb Insurance Company of Canada bearing Bond Nos. 6340100
/ 90028086 / 8232-54-81, dated July 15, 2013, filed with the Accountant of the
Ontario Superior Court of Justice as Account No. 527542 and paid into Court in
Court File No. CV-13-00485241-0000 to vacate the claim for lien of Class 1
Incorporated;
(c)
the lien bond of Zurich Insurance Company Ltd., Travelers Insurance Company
of Canada and Chubb Insurance Company of Canada bearing Bond Nos. 6340105
/ 90028091 / 8232-54-86, dated July 15, 2013, filed with the Accountant of the
Ontario Superior Court of Justice as Account No. 527558 and paid into Court in
-4-
18
Court File No. CV-13-00485323-0000 to vacate the Claim for Lien of Honeywell
Limited;
(d)
the lien bond of Zurich Insurance Company Ltd., Travelers Insurance Company
of Canada and Chubb Insurance Company of Canada bearing Bond Nos. 6340101
/ 90028087 / 8232-54-82, dated July 15, 2013, filed with the Accountant of the
Ontario Superior Court of Justice as Account No. 527559 and paid into Court in
Court File No. CV-13-00485325-000 to vacate the Claim for Lien of Sonepar
Canada Inc. c.o.b. as TEXCAN.
(e)
the lien bond of Zurich Insurance Company Ltd., Travelers Insurance Company
of Canada and Chubb Insurance Company of Canada bearing Bond Nos. 6340102
/ 90028088 / 8232-54-83, dated July 16, 2013, filed with the Accountant of the
Ontario Superior Court of Justice as Account No. 527569 and paid into Court in
Court File No. CV-13-00485442-000 to vacate the Claim for Lien of 4361814
Canada Inc.
4.
THIS COURT ORDERS that Rule 72.03(2)(c)(ii) of the Rules of Civil
Procedure shall have no effect and that the Accountant shall deliver up forthwith for
cancellation the Lien Bonds to Osler, Hoskin & Harcourt LLP, in trust.
5.
THIS COURT ORDERS that a copy of this Order, once entered, shall be filed
in the Court File Numbers noted in paragraph 3, above.
6.
THIS COURT ORDERS that leave be and the same is hereby granted to bring
this motion in Toronto.
-5-
19
Schedule “A”
PIN
17075−0375 (LT),
Description
PT LTS 16 & 17, CON 4 BARTON, PT RDAL BTN LOTS 16 & 17, CON 4
BARTON, AS CLOSED BY BYLAW AB304000, PARTS 1, 2, 3, 4, 8, 9, 10 &
12 62R18904; S/T AB361551; CITY OF HAMILTON
Lawyers for the Applicants, Comstock Canada
Ltd., CCL Realty Inc., and CCL Equities Inc.
Facsimile: (416) 862-7661
Telephone: (416) 369-4631 / (416) 862-3609
Frank Lamie (LSUC No.: 54035S)
Alex MacFarlane (LSUC No.: 28133Q)
GOWLING LAFLEUR HENDERSON LLP
Barristers and Solicitors
1 First Canadian Place
100 King Street West, Suite 1600
TORONTO, Ontario, M5X 1G5
(Approving Settlement Agreement St. Joseph’s Hamilton
Healthcare Redevelopment Project)
ORDER
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF COMSTOCK CANADA LTD., CCL
EQUITIES INC., AND CCL REALTY INC.
IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
Court File No. CV-13-10181-00CL
20
Lawyers for the Applicants, Comstock Canada
Ltd., CCL Realty Inc., and CCL Equities Inc.
Facsimile: (416) 862-7661
Telephone: (416) 369-4631 / (416) 862-3609
Frank Lamie (LSUC No.: 54035S)
Alex MacFarlane (LSUC No.: 28133Q)
GOWLING LAFLEUR HENDERSON LLP
Barristers and Solicitors
1 First Canadian Place
100 King Street West, Suite 1600
TORONTO, Ontario, M5X 1G5
(Approving Settlement Agreement St. Joseph’s Hamilton
Healthcare Redevelopment Project)
ORDER
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF COMSTOCK CANADA LTD., CCL
EQUITIES INC., AND CCL REALTY INC.
IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
Court File No. CV-13-10181-00CL
21
TAB B
22
Schedule “B”
Court File No. CV-13-10181-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
THE HONOURABLE MR.
)
)
)
JUSTICE MORAWETZ
TUESDAY, THE 9th
DAY OF JULY, 2013
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 COMSTOCK CANADA LTD., CCL
EQUITIES INC., AND CCL REALTY INC.
Applicants
AMENDED & RESTATED
INITIAL ORDER
THIS MOTION, made by Comstock Canada Ltd. (“Comstock”), CCL Realty Inc.
(“CCL Realty”), and CCL Equities Inc. (“CCL Equities” and together with Comstock and
CCL Realty, the “Applicants” or the “Comstock Group”), pursuant to the Companies'
Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA") was heard this
day at 330 University Avenue, Toronto, Ontario.
ON READING the Affidavit of Geoffrey W. Birkbeck sworn July 9, 2013 (the
“Birkbeck Affidavit”) and the Exhibits thereto, and on hearing the submissions of counsel for
Applicants, counsel for Bank of Montreal (“BMO”), counsel for
Rio Tinto Alcan Inc.
(“RTAI”), and those other parties listed on the Counsel Slip, no one appearing for any other
person although duly served as appears from the Affidavit of Service of Fiorella Sasso, sworn
July 9, 2013 and on reading the consent of PricewaterhouseCoopers Inc. (“PwC”) to act as the
Monitor (in such capacity, the “Monitor”),
23
SERVICE
1.
THIS COURT ORDERS that the time for service of the Notice of Application and
the Application Record is hereby abridged and validated so that this Application is properly
returnable today and hereby dispenses with further service thereof.
CONTINUANCE UNDER THE CCAA
2.
THIS COURT ORDERS AND DECLARES that the Applicants are companies to
which the CCAA applies.
3.
THIS COURT ORDERS AND DECLARES that effective July 9, 2013, the
Comstock Group’s proposal proceedings (the “Proposal Proceedings”) commenced under Part
III of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the “BIA”) is hereby
taken and continued under the CCAA and that as of such date, the provisions of Part III of the
BIA shall have no further application to the Comstock Group.
PLAN OF ARRANGEMENT
4.
THIS COURT ORDERS that the Applicants shall have the authority to file and may,
subject to further order of this Court, file with this Court a plan of compromise or arrangement
(hereinafter referred to as the "Plan").
POSSESSION OF PROPERTY AND OPERATIONS
5.
THIS COURT ORDERS that the Applicants shall remain in possession and control
of its current and future assets, undertakings and properties of every nature and kind whatsoever,
and wherever situate including all proceeds thereof (the "Property"). Subject to further Order
of this Court, the Applicants shall continue to carry on business in a manner consistent with the
preservation of its business (the "Business") and Property. The Applicants shall be authorized
and empowered to continue to retain and employ the employees, consultants, agents, experts,
accountants, counsel and such other persons (collectively "Assistants") currently retained or
employed by it, with liberty to retain such further Assistants as it deems reasonably necessary or
desirable in the ordinary course of business or for the carrying out of the terms of this Order.
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6.
THIS COURT ORDERS that the Applicants shall be entitled to continue to utilize the
central cash management system currently in place as described in the Affidavit of Geoffrey W.
Birkbeck, sworn July 9, 2013, or replace it with another substantially similar central cash
management system (the "Cash Management System") and that any present or future bank
providing the Cash Management System shall not be under any obligation whatsoever to inquire
into the propriety, validity, or legality of any transfer, payment, collection or other action taken
under the Cash Management System, or as to the use or application by the Applicants of funds
transferred, paid, collected or otherwise dealt with in the Cash Management System, shall be
entitled to provide the Cash Management System without any liability in respect thereof to any
Person (as hereinafter defined) other than the Applicants, pursuant to the terms of the
documentation applicable to the Cash Management System, and shall be, in its capacity as
provider of the Cash Management System, an unaffected creditor under the Plan with regard to
any claims or expenses it may suffer or incur in connection with the provision of the Cash
Management System.
7.
THIS COURT ORDERS that the Applicants shall be entitled but not required to pay
the following expenses whether incurred prior to or after this Order:
(a)
all outstanding and future wages, salaries, employee and pension benefits, vacation
pay and expenses payable on or after the date of this Order, in each case incurred in
the ordinary course of business and consistent with existing compensation policies
and arrangements; and
(b)
the fees and disbursements of any Assistants retained or employed by the Applicants
in respect of these proceedings, at their standard rates and charges.
8.
THIS COURT ORDERS that, except as otherwise provided to the contrary herein,
the Applicants shall be entitled but not required to pay all reasonable expenses incurred by the
Applicants in carrying on the Business in the ordinary course after this Order, and in carrying out
the provisions of this Order, which expenses shall include, without limitation:
(a)
all expenses and capital expenditures reasonably necessary for the preservation of the
Property or the Business including, without limitation, payments on account of
25
insurance (including directors and officers insurance), maintenance and security
services; and
(b)
payment for goods or services actually supplied to the Applicants following the date
of this Order.
9.
THIS COURT ORDERS that the Applicants shall remit, in accordance with legal
requirements, or pay:
(a)
any statutory deemed trust amounts in favour of the Crown in right of Canada or of
any Province thereof or any other taxation authority which are required to be
deducted from employees' wages, including, without limitation, amounts in respect of
(i) employment insurance, (ii) Canada Pension Plan, (iii) Quebec Pension Plan, and
(iv) income taxes;
(b)
all goods and services or other applicable sales taxes (collectively, "Sales Taxes")
required to be remitted by the Applicants in connection with the sale of goods and
services by the Applicants, but only where such Sales Taxes are accrued or collected
after the date of this Order, or where such Sales Taxes were accrued or collected prior
to the date of this Order but not required to be remitted until on or after the date of
this Order, and
(c)
any amount payable to the Crown in right of Canada or of any Province thereof or
any political subdivision thereof or any other taxation authority in respect of
municipal realty, municipal business or other taxes, assessments or levies of any
nature or kind which are entitled at law to be paid in priority to claims of secured
creditors and which are attributable to or in respect of the carrying on of the Business
by the Applicants.
10.
THIS COURT ORDERS that, except where an Applicant is a landlord, until a real
property lease is disclaimed in accordance with the CCAA, the Applicants shall pay all amounts
constituting rent or payable as rent under real property leases (including, for greater certainty,
common area maintenance charges, utilities and realty taxes and any other amounts payable to
the landlord under the lease) or as otherwise may be negotiated between the Applicants and the
landlord from time to time ("Rent"), for the period commencing from and including the date of
26
this Order, twice-monthly in equal payments on the first and fifteenth day of each month, in
advance (but not in arrears). On the date of the first of such payments, any Rent relating to the
period commencing from and including the date of this Order shall also be paid.
11.
THIS COURT ORDERS that, except as specifically permitted herein, or as provided
for in the Commitment Letter (as defined herein) the Applicants are hereby directed, until further
Order of this Court: (a) to make no payments of principal, interest thereon or otherwise on
account of amounts owing by the Applicants to any of its creditors as of this date; (b) to grant no
security interests, trust, liens, charges or encumbrances upon or in respect of any of its Property;
and (c) to not grant credit or incur liabilities except in the ordinary course of the Business.
RESTRUCTURING
12.
THIS COURT ORDERS that the Applicants shall, subject to such requirements as
are imposed by the CCAA or in the Commitment Letter and the Cashflow Forecasts as prepared
by the Applicants and approved by the Monitor from time to time, have the right to:
(a)
permanently or temporarily cease, downsize or shut down any of its business or
operations, and to dispose of redundant or non-material assets not exceeding $50,000
in any one transaction or $250,000 in the aggregate;
(b)
terminate the employment of such of its employees or temporarily lay off such of its
employees as it deems appropriate;
(c)
pay no more than ninety percent (90%) of any amounts owing for certain pre-filing
project payables in respect of related accounts receivable of the Applicants collected
subsequent to June 28, 2013, as deemed necessary by the Applicants, and consented
to by the Monitor, for the purpose of maintaining the going concern potential of the
Applicants; and
(d)
pursue all avenues of refinancing of its Business or Property, in whole or part, subject
to prior approval of this Court being obtained before any material refinancing,
all of the foregoing to permit the Applicants to proceed with an orderly restructuring of the
Business (the "Restructuring").
27
13.
THIS COURT ORDERS that any remaining amounts owing for pre-filing project
payables, after payment of the 90% provided for in paragraph 12(c) above, may be paid to the
Applicants to be used for any other use for which an advance under the DIP Credit Facility (as
that term is definced below) may be used.
14.
THIS COURT ORDERS that the Applicants shall provide each of the relevant
landlords with notice of the Applicants’ intention to remove any fixtures from any leased
premises at least seven (7) days prior to the date of the intended removal. The relevant landlord
shall be entitled to have a representative present in the leased premises to observe such removal
and, if the landlord disputes the Applicants’ entitlement to remove any such fixture under the
provisions of the lease, such fixture shall remain on the premises and shall be dealt with as
agreed between any applicable secured creditors, such landlord and the Applicants, or by further
Order of this Court upon application by the Applicants on at least two (2) days notice to such
landlord and any such secured creditors. If the Applicants disclaims or resiliates the lease
governing such leased premises in accordance with Section 32 of the CCAA, it shall not be
required to pay Rent under such lease pending resolution of any such dispute (other than Rent
payable for the notice period provided for in Section 32(5) of the CCAA), and the disclaimer or
resiliation of the lease shall be without prejudice to the Applicants' claim to the fixtures in
dispute.
15.
THIS COURT ORDERS that if a notice of disclaimer or resiliation is delivered
pursuant to Section 32 of the CCAA, then (a) during the notice period prior to the effective time
of the disclaimer or resiliation, the landlord may show the affected leased premises to
prospective tenants during normal business hours, on giving the Applicants and the Monitor 24
hours prior written notice, and (b) at the effective time of the disclaimer or resiliation, the
relevant landlord shall be entitled to take possession of any such leased premises without waiver
of or prejudice to any claims or rights such landlord may have against the Applicants in respect
of such lease or leased premises and such landlord shall be entitled to notify the Applicants of
the basis on which it is taking possession and to gain possession of and re-lease such leased
premises to any third party or parties on such terms as such landlord considers advisable,
provided that nothing herein shall relieve such landlord of its obligation to mitigate any damages
claimed in connection therewith.
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COST REIMBURSEMENT AGREEMENT
16.
THIS COURT ORDER AND DECLARES that the Cost Reimbursement Agreement
(the “CRA”) made as of July 9, 2013 between Comstock and RTAI substantially in the form
attached as Exhibit “Q” to the Birkbeck Affidavit be and is hereby approved, ratified and
confirmed, and the execution of the CRA by Comstock be and is hereby authorized and
approved. Comstock is hereby authorized and directed to take such additional steps and execute
such additional documents as are contemplated by the CRA or as may be reasonably required by
RTAI to carry out the intention of the CRA.
17.
THIS COURT ORDERS AND DECLARES that, in accordance with the provisions
of the CRA and this Order, RTAI shall be entitled to and is hereby granted a first ranking super
priority lien on:
(a)
any account or accounts currently in place or established by Comstock from time to
time for the deposit of Reimbursements from the Disbursement Account, as defined
in the CRA (the “Comstock CRA Accounts”); and
(b)
any amounts held at any time in the Holdback Accounts (as defined in the CRA and
hereinafter referred to as the “Holdback Accounts”) and, subject to the rights of lien
claimants to the amounts in the Holdback Accounts, RTAI may set off against
amounts in the Holdback Accounts any amounts which have been funded by RTAI as
Overhead Costs or which represent Construction Costs for which RTAI would
otherwise be double paying, in accordance with the CRA.
18.
THIS COURT ORDERS AND DECLARES that, notwithstanding anything
contained in this order or in any other order made in these proceedings, the rights and remedies
of RTAI in connection with or pursuant to the CRA and the Affected Contracts shall be
unaffected by this order or any order made in these proceedings. Without limiting the generality
of the forgoing, any stay created in these proceedings shall not apply to RTAI, and RTAI may
exercise its rights and remedies in respect of the CRA and Affected Contracts including, without
limitation, that RTAI may terminate the CRA or any or all of the Affected Contracts by giving
notice to Comstock, the Monitor and the Bank of Montreal as provided in the CRA.
29
19.
THIS COURT ORDERS that the execution, delivery, or performance of the CRA
shall neither create nor be deemed to constitute a breach by the Applicants of any Agreement to
which they are a party.
20.
THIS COURT ORDERS that, notwithstanding:
(a)
the pendency of these proceedings and the Proposal Proceedings;
(b)
any applications for a bankruptcy order now or hereafter issued pursuant to the
BIA in respect of Comstock and any bankruptcy order issued pursuant to any such
applications; and
(c)
any assignment in bankruptcy made in respect of Comstock,
the transactions contemplated under the CRA, as approved, ratified and confirmed pursuant to
this Order, shall be binding on any trustee in bankruptcy that may be appointed in respect of
Comstock and shall not be void or voidable by creditors of Comstock, nor shall they constitute
nor be deemed to be a fraudulent preference, assignment, fraudulent conveyance, transfer at
undervalue, or other reviewable transaction under the CCAA, the BIA, or any other applicable
federal or provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct
pursuant to any applicable federal or provincial legislation.
21.
THIS COURT ORDERS AND DECLARES that, notwithstanding any other
provision of this Order, the rights and remedies of RTAI under the CRA and the Affected
Contracts shall be enforceable against any trustee in bankruptcy, interim receiver, receiver or
receiver and manager of Comstock.
NO PROCEEDINGS AGAINST THE APPLICANTS OR THE PROPERTY
22.
THIS COURT ORDERS that, except as provided in paragraph 18 herein, until and
including Thursday, August 8, 2013, or such later date as this Court may order (the "Stay
Period"), no proceeding or enforcement process in any court or tribunal (each, a "Proceeding")
shall be commenced or continued against or in respect of the Applicants or the Monitor, or
affecting the Business or the Property, except with the written consent of the Applicants and the
Monitor, or with leave of this Court, and any and all Proceedings currently under way against or
30
in respect of the Applicants or affecting the Business or the Property are hereby stayed and
suspended pending further Order of this Court.
NO EXERCISE OF RIGHTS OR REMEDIES
23.
THIS COURT ORDERS that, except as provided in paragraph 18 herein, during the
Stay Period, all rights and remedies of any individual, firm, corporation, governmental body or
agency, or any other entities (all of the foregoing, collectively being "Persons" and each being a
"Person") against or in respect of the Applicants or the Monitor, or affecting the Business or the
Property, are hereby stayed and suspended except with the written consent of the Applicants and
the Monitor, or leave of this Court, provided that nothing in this Order shall (i) empower the
Applicants to carry on any business which the Applicants is not lawfully entitled to carry on, (ii)
affect such investigations, actions, suits or proceedings by a regulatory body as are permitted by
Section 11.1 of the CCAA, or (iii) prevent the filing of any registration to preserve or perfect a
security interest.
NO INTERFERENCE WITH RIGHTS
24.
THIS COURT ORDERS that, except as provided in paragraph 18 herein, during the
Stay Period, no Person shall discontinue, fail to honour, alter, interfere with, repudiate, terminate
or cease to perform any right, renewal right, contract, agreement, licence or permit in favour of
or held by the Applicants, except with the written consent of the Applicants and the Monitor, or
leave of this Court.
NO REGISTRATION OF LIENS
25.
THIS COURT ORDERS AND DECLARES that no Person shall be permitted to
preserve or perfect a lien under the Construction Lien Act, R.S.O. 1990, C.30, as amended (the
“Ontario CLA”), or the Builders Lien Act, S.B.C. 1997, C. 45 (the “B.C. BLA”), on or after
June 28, 2013, including, without restricting the generality of the foregoing, (a) registering a
Claim for Lien under s. 34(1)(a) of the Ontario CLA or s. 15 or s. 18 of the BLA with respect to
any lands to which the Applicants have supplied services or materials, (b) registering a
Certificate of Action under s. 36 of the Ontario CLA or commencing proceedings pursuant to
section 26 of the B.C. BLA, with respect to any lands to which the Applicants have supplied
services or materials; and (c) serving a Claim for Lien under s. 34(1)(b) of the Ontario CLA, or
31
delivering a Notice of Lien under s. 24(2) of the Ontario CLA, with respect to any project(s) to
which any of the Applicants is a contracting party and/or is supplying goods and/or services
except with the written consent of the Applicants and the Monitor, or with leave of this Court.
This paragraph does not apply in the event the Comstock Group seeks to commence proceedings
under the Ontario CLA or B.C. BLA, deliver a Notice of Lien, register a Claim for Lien, or
register a Certificate of Action in favour of the Comstock Group or any one of the entities
comprising the Comstock Group.
COMSTOCK AUTHORIZED TO TAKE STEPS TO VACATE LIENS
26.
THIS COURT ORDERS AND DECLARES that, subject to further Order of the
Court, any Claims for Lien and/or Certificates of Action, as applicable, which were registered on
or after June 28, 2013 with respect to any lands to which the Applicants have supplied services
or materials (a) may be vacated upon application to the Court by the Applicants (i) without the
requirement of posting security, and (ii) as if the security set out in s. 44(1) of the Ontario CLA
or s. 24(2) of the B.C. BLA had been posted by the Applicants; and (b) once said Claims for Lien
and/or Certificates of Action are vacated from title to said lands, any payer to any project(s) to
which any of the Applicants is a contracting party and/or is supplying goods and/or services,
may, without jeopardy, make payments on any contract or subcontract with respect to said
project(s), subject to any other term of this Amended and Restated Order and the holdback
provisions of s. 24(1) of the Ontario CLA or s. 4 of the B.C. BLA, as applicable, without regard
to the provisions of s. 24(2) of the Ontario CLA, subject to further Order of the Court.
27.
THIS COURT ORDERS that any general contractor and owner in connection with a
project upon which the Applicant is engaged in making an improvement to land shall have no
liability whatsoever, whether pursuant to the Ontario CLA, B.C. BLA, any other law, equity, or
otherwise, save and except for any gross negligence or wilful misconduct on its part, to any
Person (including any subcontractor of any level to the Applicants, any other supplier of any
level to the Applicants, or creditor of the Applicants) in connection with amounts provided by
any general contractor or owner (i) to the Applicants, (ii) to any subcontractor of any level to the
Applicants, (iii) to any supplier of any level to the Applicants, and/or (iv) to any creditor of the
Applicants, during the within proceedings pursuant to the CCAA in accordance with any
contract, including without limiting the generality of the foregoing, (i) as a result of the operation
32
of paragraphs 11(c) and 12 of this Amended & Restated Initial Order, (ii) as a result of any
Person not being paid their full contract price with respect to any contract; or (iii) as a result of
any Person have a secured, unsecured, or trust claim against the Applicants; provided, however,
that this paragraph does not apply to any general contractors or owners obligations pursuant to
the Ontario CLA in respect of the basic 10% holdback.
CONTINUATION OF SERVICES
28.
THIS COURT ORDERS that during the Stay Period, all Persons having oral or
written agreements with the Applicants or statutory or regulatory mandates for the supply of
goods and/or services, including without limitation all computer software, communication and
other data services, centralized banking services, payroll services, insurance, transportation
services, utility or other services to the Business or the Applicants, 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 Applicants, and that the Applicants
shall be entitled to the continued use of its current premises, telephone numbers, facsimile
numbers, internet addresses and domain names, provided in each case that the normal prices or
charges for all such goods or services received after the date of this Order are paid by the
Applicants in accordance with normal payment practices of the Applicants or such other
practices as may be agreed upon by the supplier or service provider and each of the Applicants
and the Monitor, or as may be ordered by this Court.
NON-DEROGATION OF RIGHTS
29.
THIS COURT ORDERS that, notwithstanding anything else in this Order, no Person
shall be prohibited from requiring immediate payment for goods, services, use of lease or
licensed property or other valuable consideration provided on or after the date of this Order, nor
shall any Person be under any obligation on or after the date of this Order to advance or readvance any monies or otherwise extend any credit to the Applicants.
Notwithstanding the
foregoing, RTAI is hereby obligated, pursuant to the terms of the CRA, to reimburse Comstock
for Reimbursement Costs and to pay any Transition Costs (as those terms are defined in the
CRA). Nothing in this Order shall derogate from the rights conferred and obligations imposed
by the CCAA.
33
PROCEEDINGS AGAINST DIRECTORS AND OFFICERS
30.
THIS COURT ORDERS that during the Stay Period, and except as permitted by
subsection 11.03(2) of the CCAA, no Proceeding may be commenced or continued against any
of the former, current or future directors or officers of the Applicants with respect to any claim
against the directors or officers that arose before the date hereof and that relates to any
obligations of the Applicants whereby the directors or officers are alleged under any law to be
liable in their capacity as directors or officers for the payment or performance of such
obligations, until a compromise or arrangement in respect of the Applicants, if one is filed, is
sanctioned by this Court or is refused by the creditors of the Applicants or this Court.
DIRECTORS’ AND OFFICERS’ INDEMNIFICATION AND CHARGE
31.
THIS COURT ORDERS that the Applicants shall indemnify its directors and
officers against obligations and liabilities that they may incur as directors or officers of the
Applicants after the commencement of the within proceedings, except to the extent that, with
respect to any officer or director, the obligation or liability was incurred as a result of the
director's or officer's gross negligence or wilful misconduct.
32.
THIS COURT ORDERS that the directors and officers of the Applicants shall be
entitled to the benefit of and are hereby granted a charge (the "Directors’ Charge") on the
Property, except that the Directors’ Charge shall not attach to the Comstock CRA Accounts or
the Holdback Accounts nor to any real property owned by any of the Applicants which is subject
to an existing mortgage and charge in favour to BMO, such charge shall not exceed an aggregate
amount of $4,600,000, as security for the indemnity provided in paragraph 30 of this Order. The
Directors’ Charge shall have the priority set out in paragraphs 50 and 52 herein.
33.
THIS COURT ORDERS that, notwithstanding any language in any applicable
insurance policy to the contrary, (a) no insurer shall be entitled to be subrogated to or claim the
benefit of the Directors' Charge, and (b) the Applicants' directors and officers shall only be
entitled to the benefit of the Directors' Charge to the extent that they do not have coverage under
any directors' and officers' insurance policy, or to the extent that such coverage is insufficient to
pay amounts indemnified in accordance with paragraph 30 of this Order.
34
APPOINTMENT OF MONITOR
34.
THIS COURT ORDERS that PwC is hereby appointed pursuant to the CCAA as the
Monitor, an officer of this Court, to monitor the business and financial affairs of the Applicants
with the powers and obligations set out in the CCAA or set forth herein and that the Applicants
and its shareholders, officers, directors, and Assistants shall advise the Monitor of all material
steps taken by the Applicants pursuant to this Order, and shall co-operate fully with the Monitor
in the exercise of its powers and discharge of its obligations and provide the Monitor with the
assistance that is necessary to enable the Monitor to adequately carry out the Monitor's functions.
35.
THIS COURT ORDERS that the Monitor, in addition to its prescribed rights and
obligations under the CCAA, is hereby directed and empowered to:
(a)
monitor the Applicants' receipts and disbursements;
(b)
report to this Court at such times and intervals as the Monitor may deem appropriate
with respect to matters relating to the Property, the Business, and such other matters
as may be relevant to the proceedings herein;
(c)
assist the Applicants, to the extent required by the Applicants, in its dissemination, to
the DIP Lender and its counsel of financial and other information as agreed to
between the Applicants and the DIP Lender which may be used in these proceedings
including reporting on a basis to be agreed with the DIP Lender;
(d)
advise the Applicants in its preparation of the Applicants’ cash flow statements and
reporting required by the DIP Lender, which information shall be reviewed with the
Monitor and delivered to the DIP Lender and its counsel on a periodic basis, , or as
otherwise agreed to by the DIP Lender;
(e)
advise the Applicants in its development of the Plan and any amendments to the Plan;
(f)
assist the Applicants, to the extent required by the Applicants, with the holding and
administering of creditors’ or shareholders’ meetings for voting on the Plan;
(g)
carry out its prescribed duties pursuant to the CRA ( as defined herein) and report to
this Court in respect thereof;
35
(h)
have full and complete access to the Property, including the premises, books, records,
data, including data in electronic form, and other financial documents of the
Applicants, to the extent that is necessary to adequately assess the Applicants'
business and financial affairs or to perform its duties arising under this Order;
(i)
be at liberty to engage independent legal counsel or such other persons as the Monitor
deems necessary or advisable respecting the exercise of its powers and performance
of its obligations under this Order; and
(j)
perform such other duties as are required by this Order or by this Court from time to
time.
36.
THIS COURT ORDERS that the Monitor shall not take possession of the Property
and shall take no part whatsoever in the management or supervision of the management of the
Business and shall not, by fulfilling its obligations hereunder, be deemed to have taken or
maintained possession or control of the Business or Property, or any part thereof.
37.
THIS COURT ORDERS that nothing herein contained shall require the Monitor to
occupy or to take control, care, charge, possession or management (separately and/or
collectively, "Possession") of any of the Property that might be environmentally contaminated,
might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release
or deposit of a substance contrary to any federal, provincial or other law respecting the
protection, conservation, enhancement, remediation or rehabilitation of the environment or
relating to the disposal of waste or other contamination including, without limitation, the
Canadian Environmental Protection Act, the Ontario Environmental Protection Act, the Ontario
Water Resources Act, or the Ontario Occupational Health and Safety Act and regulations
thereunder (the "Environmental Legislation"), provided however that nothing herein shall
exempt the Monitor from any duty to report or make disclosure imposed by applicable
Environmental Legislation. The Monitor shall not, as a result of this Order or anything done in
pursuance of the Monitor's duties and powers under this Order, be deemed to be in Possession of
any of the Property within the meaning of any Environmental Legislation, unless it is actually in
possession.
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38.
THIS COURT ORDERS that that the Monitor shall provide any creditor of the
Applicants with information provided by the Applicants in response to reasonable requests for
information made in writing by such creditor addressed to the Monitor. The Monitor shall not
have any responsibility or liability with respect to the information disseminated by it pursuant to
this paragraph. In the case of information that the Monitor has been advised by the Applicants is
confidential, the Monitor shall not provide such information to creditors unless otherwise
directed by this Court or on such terms as the Monitor and the Applicants may agree.
39.
THIS COURT ORDERS that, in addition to the rights and protections afforded the
Monitor under the CCAA or as an officer of this Court, the Monitor shall incur no liability or
obligation as a result of its appointment or the carrying out of the provisions of this Order, save
and except for any gross negligence or wilful misconduct on its part. Nothing in this Order shall
derogate from the protections afforded the Monitor by the CCAA or any applicable legislation.
40.
THIS COURT ORDERS that the Monitor, counsel to the Monitor, counsel to the
Director and counsel to the Applicants shall be paid their reasonable fees and disbursements, in
each case at their standard rates and charges, by the Applicants as part of the costs of these
proceedings. The Applicants are hereby authorized and directed to pay the accounts of the
Monitor, counsel for the Monitor, counsel for the Applicants and the Directors on a weekly basis
and, in addition, the Applicants is hereby authorized to pay to the Monitor, counsel to the
Monitor, counsel to the Applicants, such reasonable retainers as may be requested to be held by
them as security for payment of their respective fees and disbursements outstanding from time to
time.
41.
THIS COURT ORDERS that the Monitor and its legal counsel shall pass their
accounts from time to time, and for this purpose the accounts of the Monitor and its legal counsel
are hereby referred to a judge of the Commercial List of the Ontario Superior Court of Justice.
42.
THIS COURT ORDERS that for the purpose of this Order, the fees and disbursements
of the Monitor and its counsel may also include the fees and disbursements of PwC as Proposal
Trustee and Interim Receiver, in the Proposal Proceedings and those of its counsel in such
respects.
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43.
THIS COURT ORDERS that the Monitor, counsel to the Monitor, if any, counsel to
the Directors and the Applicants’ counsel shall be entitled to the benefit of and are hereby
granted a charge (the "Administration Charge") on the Property, except that the
Administration Charge shall not attach to the Comstock CRA Accounts or
the Holdback
Accounts, nor to any real property owned by any of the Applicants which is subject to an
existing mortgage and charge in favour to BMO which charge shall not exceed an aggregate
amount of $750,000, (of which amount, $50,000 shall be allocated to counsel for the Directors)
as security for their respective professional fees and disbursements incurred at the standard rates
and charges of the Monitor and such counsel, both before and after the making of this Order in
respect of these proceedings and in respect of the Proposal Proceedings. The Administration
Charge shall have the priority set out in paragraphs 50 and 52 hereof.
44.
THIS COURT ORDERS that the Proposal Trustee, the Interim Receiver and counsel
to the Proposal Trustee and the Interim Receiver shall also be entitled to the benefit of the
Administration Charge for their respective professional fees and disbursements to the extent of
any unpaid fees and disbursements which remain owing with regard to the Proposal Proceedings
after the commencement of these proceedings.
DIP FINANCING
45.
THIS COURT ORDERS that the Applicant is hereby authorized and empowered to
obtain and borrow under a Debtor-in-Possession Demand Revolving Credit Facility from BMO
(the "DIP Lender") in order to finance the Applicant's working capital requirements and other
general corporate purposes and capital expenditures, provided that borrowings under such credit
facility shall not exceed CDN $7,800,000 unless permitted by further Order of this Court. (the
“DIP Credit Facility”).
46.
THIS COURT ORDERS that the DIP Credit Facility shall be on the terms and subject
to the conditions set forth in the commitment letter between the Applicant and the DIP Lender
dated July 9, 2013 (the "Commitment Letter"), to be filed.
47.
THIS COURT ORDERS that the Applicants are hereby authorized and empowered to
execute and deliver such credit agreements, mortgages, charges, hypothecs and security
documents, guarantees and other definitive documents (collectively, the "Definitive
38
Documents"), as are contemplated by the Commitment Letter or as may be reasonably required
by the DIP Lender pursuant to the terms thereof, and the Applicants are hereby authorized and
directed to pay and perform all of their indebtedness, interest, fees, liabilities and obligations to
the DIP Lender under and pursuant to the Commitment Letter and the Definitive Documents as
and when the same become due and are to be performed, notwithstanding any other provision of
this Order.
48.
THIS COURT ORDERS that the DIP Lender shall be entitled to the benefit of and is
hereby granted a charge (the "DIP Lender’s Charge") on the Property, except that the DIP
Lender’s Charge shall not attach to the Comstock CRA Accounts, or the Holdback Accounts and
which DIP Lender's Charge shall not secure an obligation that exists before this Order is made.
The DIP Lender’s Charge shall have the priority set out in paragraphs 50 and 52 hereof.
49.
THIS COURT ORDERS that, notwithstanding any other provision of this Order:
(a)
the DIP Lender may take such steps from time to time as it may deem necessary or
appropriate to file, register, record or perfect the DIP Lender’s Charge or any of the
Definitive Documents;
(b)
upon the occurrence of an event of default under the Definitive Documents or the DIP
Lender’s Charge, the DIP Lender is not required to make any advances to the
Applicant under the DIP Credit Facility and, upon two (2) days notice to the
Applicants and the Monitor, may exercise any and all of its rights and remedies
against the Applicants or the Property under or pursuant to the Commitment Letter,
Definitive Documents and the DIP Lender’s Charge, including without limitation, to
cease making advances to the Applicants and set off and/or consolidate any amounts
owing by the DIP Lender to the Applicants against the obligations of the Applicants
to the DIP Lender under the Commitment Letter, the Definitive Documents or the
DIP Lender’s Charge, to make demand, accelerate payment and give other notices, or
to apply to this Court for the appointment of a receiver, receiver and manager or
interim receiver, or for a bankruptcy order against the Applicants and for the
appointment of a trustee in bankruptcy of the Applicants; and
39
(c)
the foregoing rights and remedies of the DIP Lender shall be enforceable against any
trustee in bankruptcy, interim receiver, receiver or receiver and manager of the
Applicants or the Property.
50.
THIS COURT ORDERS AND DECLARES that the DIP Lender shall be treated as
unaffected in any plan of arrangement or compromise filed by the Applicants under the CCAA,
or any proposal filed by the Applicants under the BIA , with respect to any advances made under
the Definitive Documents.
VALIDITY AND PRIORITY OF CHARGES CREATED BY THIS ORDER
51.
THIS COURT ORDERS that the priorities of the Directors’ Charge, the DIP
Lender’s Charge and the Administration Charge, as between them, shall be as follows:
First Administration Charge (to the maximum amount of CDN$750,000);
Second DIP Lender’s Charge (to the maximum amount of CDN$7,800,000)
Third Directors Charge (to the maximum amount of CDN$4,600,000.
52.
THIS COURT ORDERS that the filing, registration or perfection of the Directors
Charge, DIP Lender’s Charge and the Administration Charge (collectively, the "Charges") shall
not be required, and that the Charges shall be valid and enforceable for all purposes, including as
against any right, title or interest filed, registered, recorded or perfected subsequent to the
Charges coming into existence, notwithstanding any such failure to file, register, record or
perfect.
53.
THIS COURT ORDERS that each of the, the Director Charge, the DIP Lender’s
Charge and the Administration Charge (all as constituted and defined herein) shall constitute a
charge on the Property, except that the Director’s Charge, the DIP Lender’s Charge and the
Administration Charge shall not attach to the Comstock CRA Accounts, or the Holdback
Accounts and the Administration Charge and the Director’s Charge shall not attach to any real
property owned by any of the Applicants which is subject to an existing mortgage and charge in
favour to BMO, and such Charges shall rank in priority to all security interests, trusts, liens,
construction liens, trust claims (whether or not perfected or preserved),
charges and
40
encumbrances,
claims
of
secured
creditors,
statutory
or
otherwise
(collectively,
"Encumbrances") in favour of any Person, provided that the DIP Lender’s Charge shall be
subordinate to the existing mortgages and charges of BMO on any real property owned by any of
the Applicants which secures the amount of the indebtedness of Comstock outstanding to BMO
prior to the date of this Order.
54.
THIS COURT ORDERS that except as otherwise expressly provided for herein, or
as may be approved by this Court, the Applicants shall not grant any Encumbrances over any
Property, that rank in priority to, or pari passu with, any of the Directors’ Charge, DIP Lender’s
Charge and the Administration Charge, unless the Applicants also obtains the prior written
consent of the Monitor and the beneficiaries of the Directors’ Charge, DIP Lender’s Charge and
the Administration Charge, or further Order of this Court.
55.
THIS COURT ORDERS that the Directors’ Charge, the Administration Charge and
the DIP Lender’s Charge shall not be rendered invalid or unenforceable and the rights and
remedies of the chargees entitled to the benefit of the Charges (collectively, the "Chargees")
thereunder shall not otherwise be limited or impaired in any way by (a) the pendency of these
proceedings and the declarations of insolvency made herein; (b) any application(s) for
bankruptcy order(s) issued pursuant to BIA, or any bankruptcy order made pursuant to such
applications; (c) the filing of any assignments for the general benefit of creditors made pursuant
to the BIA; (d) the provisions of any federal or provincial statutes; or (e) any negative covenants,
prohibitions or other similar provisions with respect to borrowings, incurring debt or the creation
of Encumbrances, contained in any existing loan documents, lease, sublease, offer to lease or
other agreement (collectively, an "Agreement") which binds the Applicants, and
notwithstanding any provision to the contrary in any Agreement:
(a)
the creation of the Charges, shall neither create nor be deemed to constitute a breach
by the Applicants of any Agreement to which it is a party;
(b)
the payments made by the Applicants pursuant to this Order and the granting of any
of the Charges, do not and will not constitute preferences, fraudulent conveyances,
transfers at undervalue, oppressive conduct, or other challengeable or voidable
transactions under any applicable law.
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SEALING OF CONFIDENTIAL MATERIALS
56.
THIS COURT ORDERS that Confidential Exhibit “J” to the Birkbeck Affidavit and
the Unaudited Financial Statements for the Applicants be and are hereby sealed until further
Order of this Court.
SERVICE AND NOTICE
57.
THIS COURT ORDERS that the Monitor shall (i) without delay, publish in The Globe
and Mail (National Edition) and the Daily Commercial News a notice containing the information
prescribed under the CCAA, (ii) within five days after the date of this Order, (A) make this
Order publicly available in the manner prescribed under the CCAA, (B) send, in the prescribed
manner, a notice to every known creditor who has a claim against the Applicants of more than
$1000, and (C) prepare a list showing the names and addresses of those creditors and the
estimated amounts of those claims, and make it publicly available in the prescribed manner, all
in accordance with Section 23(1)(a) of the CCAA and the regulations made thereunder.
58.
THIS COURT ORDERS that the Applicants and the Monitor be at liberty to serve this
Order, any other materials and orders in these proceedings, any notices or other correspondence,
by forwarding true copies thereof by prepaid ordinary mail, courier, personal delivery or
electronic transmission to the Applicants' creditors or other interested parties at their respective
addresses as last shown on the records of the Applicants and that any such service or notice by
courier, personal delivery or electronic transmission shall be deemed to be received on the next
business day following the date of forwarding thereof, or if sent by ordinary mail, on the third
business day after mailing.
59.
THIS COURT ORDERS that the Applicants, the Monitor, and any party who has filed a
Notice of Appearance may serve any court materials in these proceedings by e-mailing a PDF or
other electronic copy of such materials to counsels' email addresses as recorded on the Service
List from time to time, and the Monitor may post a copy of any or all such materials on its
website at www.pwc.com.
60.
THIS COURT ORDERS that personal service of the CCAA Application herein and this
Order shall be effected on the all persons by the publication in The Globe & Mail (National
42
Edition) and the Daily Commercial News on one occasion of an advertisement substantially as
follows as soon as practicable:
Court File No. ________________
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 COMSTOCK CANADA LTD., CCL EQUITIES
INC., AND COMSTOCK REALTY INC.
TAKE NOTICE that:
An application pursuant to the Companies’ Creditors Arrangement Act,
R.S.C. 1985, c. C-36, as amended (the “CCAA”), was heard in respect of
Comstock Canada Ltd., CCL Equities Inc., and Comstock Realty Inc.
(together, the “Comstock Group”) and an Initial Order pursuant to the
CCAA was issued in respect of the Comstock Group on July 9, 2013 by
Ontario Superior Court of Justice (Commercial List) at 330 University
Avenue, Toronto, Ontario.
Any person wishing to dispute the Initial Order shall (a) apply to this Court
to vary or amend the Initial Order by no later than July 19, 2013 on two (2)
business days notice to any other party or parties likely to be affected by the
Initial Order; (b) serve a Notice of Motion and corresponding Motion
Record on (i) the Comstock Group c/o Gowling Lafleur Henderson LLP at 1
First Canadian Place, Suie1600-100 King Street West, Toronto, Ontario,
Attention: Alex MacFarlane and Frank Lamie; (ii) the Monitor c/o of
PricewaterhouseCoopers Inc.,
PwC Tower, 18 York Street, Suite 2600,
Toronto, Attention: Duncan Lau; and (c) file a copy of the Notice of Motion
and Motion Record along with proof of service with the Ontario Superior
Court of Justice (Commercial List) Court Office at 330 University Avenue,
Toronto, Ontario, by no later than Thursday, July 18, 2013.
43
GENERAL
61.
THIS COURT ORDERS that the Applicants or the Monitor may from time to time
apply to this Court for advice and directions in the discharge of its powers and duties hereunder.
62.
THIS COURT ORDERS that nothing in this Order shall prevent the Monitor from
acting as an interim receiver, a receiver, a receiver and manager, or a trustee in bankruptcy of the
Applicants, the Business or the Property.
63.
THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,
regulatory or administrative body having jurisdiction in Canada or in the United States, to give
effect to this Order and to assist the Applicants, the Monitor and their respective agents in
carrying out the terms of this Order. All courts, tribunals, regulatory and administrative bodies
are hereby respectfully requested to make such orders and to provide such assistance to the
Applicants and to the Monitor, as an officer of this Court, as may be necessary or desirable to
give effect to this Order, to grant representative status to the Monitor in any foreign proceeding,
or to assist the Applicants and the Monitor and their respective agents in carrying out the terms
of this Order.
64.
THIS COURT ORDERS that each of the Applicants and the Monitor be at liberty and is
hereby authorized and empowered to apply to any court, tribunal, regulatory or administrative
body, wherever located, for the recognition of this Order and for assistance in carrying out the
terms of this Order, and that the Monitor is authorized and empowered to act as a representative
in respect of the within proceedings for the purpose of having these proceedings recognized in a
jurisdiction outside Canada.
65.
THIS COURT ORDERS that, subject to paragraph 59, any interested party (including
the Applicants and the Monitor) may apply to this Court to vary or amend this Order on not less
than seven (7) days notice to any other party or parties likely to be affected by the order sought
or upon such other notice, if any, as this Court may order.
66.
THIS COURT ORDERS that this Order and all of its provisions are effective as of
12:01 a.m. Eastern Standard/Daylight Time on the date of this Order.