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.
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MOTION RECORD (Returnable July 26, 2013) GOWLING L H LLP
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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
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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]
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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]
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
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
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
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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]
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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
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]
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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.
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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
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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]
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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: 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
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]
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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.
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]
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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.
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
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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.
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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
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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
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.
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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
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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
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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]
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
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]
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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
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
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]
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
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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]
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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
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
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
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
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
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,
1
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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
2
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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) such further and other relief as this Honourable Court deems just and/or equitable.
2. 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;
3
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Approval of St. Joe’s Project Settlement Agreement
(d) On July 25, 2013, the Comstock Group, PCL Constructor Canada Inc., Honeywell
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;
4
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(h) 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;
5
- 6 -
(n) 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
6
- 7 -
(z) 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.
7
TAB A
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,
8
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.
9
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.
10
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.
____________________________________
11
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”),
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:
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(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;
(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
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(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:
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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:
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2. 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.
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(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.
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
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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