CASSELS BRC~CK c. ,•,. ~~,t ;~ c ~ March 19, 2012 TO THE SERVICE LIST Dear Sir or Madam: jbellissimo @casselsbrock.com tel: 416.860.6572 fax: 416.642.7150 file # 25522 -7 Re: Receivership of St. Marys Paper Corp. (Court File NO. CV-11- 9367 -OOCL) We are the lawyers for Ernst &Young Inc., in its capacity as receiver and receiver and manager (the "Receiver ") of all of the assets, property and undertaking of St. Marys Paper Corp. ( "St. Marys "). Enclosed please find the Receiver's Notice of Motion seeking a sale approval and vesting order with respect to a proposed sale of certain of the assets, property and undertaking of St. Marys which will be spoken to at a 9:30 a.m. chambers appointment before the Honourable Mr. Justice Campbell on March 22, 2012 at 330 University avenue, 8t" Floor, Toronto, Ontario. The Receiver's full Motion Record, including the Receiver's Report to the Court in support of the motion, will be served under separate cover. If you intend on opposing this motion or otherwise intend on appearing at the hearing of the motion, please advise us at your earliest convenience. Yours truly, Joseph J. Bellissimo JJB /df Encl Legal'7302390.2 Ca55215 Brock &Blackwell LLP 2100 Scotia Plaza, 40 Kinq Street West, Toronto Canada MSH 3C2 tel 416.869.5300 fax 416.360.8877 www.casselsbrock.com
34
Embed
St. Marys Paper Corp\English\Motion Materials\Receivership OfStMarysPaperCorp_1
Notice of motion asking for court approval for sale of bankrupt St. Mary's Paper.
Welcome message from author
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Re: Receivership of St. Marys Paper Corp. (Court File NO. CV-11-9367-OOCL)
We are the lawyers for Ernst &Young Inc., in its capacity as receiver and receiver andmanager (the "Receiver") of all of the assets, property and undertaking of St. MarysPaper Corp. ("St. Marys").
Enclosed please find the Receiver's Notice of Motion seeking a sale approval andvesting order with respect to a proposed sale of certain of the assets, property andundertaking of St. Marys which will be spoken to at a 9:30 a.m. chambers appointmentbefore the Honourable Mr. Justice Campbell on March 22, 2012 at 330 Universityavenue, 8t" Floor, Toronto, Ontario.
The Receiver's full Motion Record, including the Receiver's Report to the Court insupport of the motion, will be served under separate cover.
If you intend on opposing this motion or otherwise intend on appearing at the hearing ofthe motion, please advise us at your earliest convenience.
Yours truly,
Joseph J. Bellissimo
JJB/dfEnclLegal'7302390.2
Ca55215 Brock &Blackwell LLP 2100 Scotia Plaza, 40 Kinq Street West, Toronto Canada MSH 3C2
tel 416.869.5300 fax 416.360.8877 www.casselsbrock.com
ST. MARYS PAPER CORP.SERVICE LIST
BLAKE CASSELS & GRAYDON LLP ERNST &YOUNG INC.199 Bay Street P.O. Box 251Suite 4000, Commerce Court West 222 Bay StreetToronto, ON MSL lA9 Toronto-Dominion Centre
Toronto ON MSK 1J7Michael McGrawTel: (416) 863-4247 Alex MorrisonEma11: tnichael.mcgi:•awcrblak.es.c~m Tel: (416) 941-7743
Fax: (416) 943-3300Marc Flynn Email: alex.marrison(a7ca.ey.comTel: (416) 863-2085Email: marc.flynn(a~blakes.com. Russell French
Tel: (416) 943-2215Lawyers foN International Forest Products LLC Fax: (416) 943-3300(formerly known as International Forest Email: [email protected] Corporation)
Debtor, and as administrator of the St. Marys Lawyers (Sault Ste Marae) for St. Marys
Paper Corp Employee Defined Contribution Paper Corp., and also as solicitor lien
Registered Pension Plan claimant
-2-
WEIRFOULDS LLPThe Exchange Tower, Suite 1600P.O. Box 480, 130 King Street WestToronto, ON MSX 1 JS
Paul GuyTel: 416.947.5045Fax: 416-365-1876Email: pguy~~weirf'oulds.com
Lawyers (Toronto) for St. Marys Paper Corp.;Lawyers for Dennis Bunnell, John Lloyd &Dick O'Brien
MINISTRY OF NORTHERNDEVELOPMENT, MINES &FORESTRY—LEGAL SERVICES BRANCH
RM M2-24900 Bay StreetToronto, ON M7A 1 C3
Fax: (416) 327-0646
HER MAJESTY THE QUEEN IN RIGHT ROYAL BANK OF CANADAOF THE PROVINCE OF ONTARIO AS 180 Wellington St. W.REPRESENTED BY THE MINISTER OF 3`d FloorFINANCE Toronto, ON MSJ 1J1
Revenue Collections Branch, —and —Insolvency UnitPO Box 620 602 Queen St. East, 2°d Flr33 King Street West, 6th Floor Sault Ste Marie, ON P6A 2A4Oshawa, ON L1H 8H5
HER MAJESTY THE QUEEN IN RIGHT DEPARTMENT OF JUSTICEOF THE PROVINCE OF ONTARIO, AS The Exchange TowerREPRESENTED BY THE MINISTER OF 130 King Street West, Suite 3400NORTHERN DEVELOPMENT, MINES Toronto, ON MSX 1K6AND FORESTRYSuite 200, 70 Foster Drive Diane WintersSault Ste Marie, ON P6A 6V8 Tel: (416) 973-3172
Fax: (416)973-0810- and - Email: diane.winters(c~justice.gc.ca
Suite 200, 70 Foster DriveSault Ste Marie, ON P6A 6V8
Fax: (705) 670-5818 (mines/minerals)
- and -
Fax: (705) 945-5977 (forestry)
ASSETLINX CAPITAL INC. AVERY CONSTRUCTION LIMITED6655 Kitimat Road, Unit 4 940 Second Line WestMississauga, ON LSN 6J4 Sault Ste Marie, ON P6C 2E8
THE CORPORATION OF THE CITY OF BLANEY MCMURTRY LLPSAULT SAINT MARIE 2 Queen Street East99 Foster Drive Suite 1500Sault Ste Marie, ON P6A 5X6 Toronto, ON MSC 3G5
KNUT HOLDINGS INC. ACTON EXPLORATION &390 Bay Street RESOURCES LTD.Suite 500 33 Pointe Des ChenesSault Ste Marie, ON P6A 1X2 Sault Ste Marie, ON P6A SK6
HENSON AND TREGONNING LOGGING 1022013 ONTARIO INC.LIMITED 1231 Peoples Road211 Brule Road Sault Ste Marie, ON P6C 3 W7Sault Ste Marie, ON P6A SK8
Barrister and Solicitor100 Adelaide Street WestSuite 705Toronto, ON MSI~ 1S3
Victor FreidinTel: (416) 861-1210Fax: (416) 863-1580Email: vfreidin~rogers.com
Lawyers for Northshore Forest Inc.
MINISTRY OF THE ENVIRONMENT
Ministry of the Attorney General135 St. Clair Avenue West10th FloorToronto ON M4V 1PS
Mario FaietaTel: (416) 314-6482Fax: (416) 314-6579E-mail: m~u~io.faieta~aene.gov.on.ca
FRASER MILNER CASGRAIN LLP PROVENZANO LAW
77 King Street West, Suite 400 Suite 301, 369 Queen Street EastToronto-Dominion Centre Sault Ste. Marie, ON P6A 1Z441st FloorToronto, ON MSK OA1 Christian Provenzano
Tel: 705-949-5411Daniel R. Dowdall Fax: 705-949-9899Tel: (416) 863-4700 Email: C;tiristi.a~~~cr)pz•ovenlanola~~.caFax: (416) 863-4592E-mail: dan.dowdall c~fmc-law.com Lawyers for Clergue Forest Management Inc.
Lawyers for the Independent Electricity SystemOperatorsT.E.S CONTRACT SERVICES INC, c.o.b. SHIBLEY RIGHTON LLPas THE EMPLOYMENT SOLUTION
250 University Avenue, Suite 70040 Holly Street, Suite 500 Toronto, ON MSH 3E5Toronto, ON M4S 3C3
Lawyers for Ernst &Young Inc. in its capacity asReceiver
TO: THE SERVICE LIST
Legal*7246408.4
SCHEDULE "A" TO NOTICE OF MOTION
Court File No. CV-11-9367-OOCL
ONTARIOSUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
THE HONOURABLE MR. ) ,THE DAY
NSTICE C. CAMPBELL ) OF MARCH, 2012
BETWEEN:
INTERNATIONAL FOREST PRODUCTS LLC (formerly known asINTERNATIONAL FOREST PRODUCTS CORPORATION)
- and -
ST. MARYS PAPER CORP.
Applicant
Respondent
APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCYANDINSOLVENCYACT, RS.C. 1985, c.B-3, AS AMENDED, AND SECTION 101 OF THE
COURTS OF JUSTICE ACT, R.S.O. 1990, C. C.43, AS AMENDED
APPROVAL AND VESTING ORDER
THIS MOTION, made by Ernst &Young Inc., in its capacity as the Court-appointed
receiver and receiver and manager (the "Receiver") of the undertaking, property and assets of St.
Marys Paper Corp. (the "Debtor") for an order, inter alia, approving the sale transaction (the
"Transaction") contemplated by an agreement of purchase and sale (the "Sale Agreement")
between St. Marys Paper Corp., by Ernst &Young Inc., solely in its capacity as court-appointed
receiver and receiver and manager and not in its personal or corporate capacity, as Seller, and
2319839 Ontario Inc., as Purchaser (the "Purchaser") dated March 15, 2012 and appended as
Confidential Appendix "~" to the Second Report of the Receiver dated March •, 2012 (the
~~~~~ ~-00001/5531289.2D
-2-
"Second Report"), and vesting in the Purchaser the right, title and interest, if any, of the Debtor
and the Receiver in and to the assets described in the Sale Agreement (the "Purchased Assets"),
was heard this day at 330 University Avenue, Toronto, Ontario.
ON READING the Second Report and on hearing the submissions of counsel for the
Receiver, counsel for International Forest Products LLC ("IFP"), counsel for the Purchaser,
[NAMES OF OTHER PARTIES APPEARING], no one appearing for any other person on the
service list, although properly served as appears from the Affidavit of Deborah Ferguson sworn
March •, 2012 filed:
1. THIS COURT ORDERS AND DECLARES that the time for service of the notice of
motion and the motion record be and is hereby abridged and that the motion is properly
returnable today and that the requirement for service of the notice of motion and motion record
upon interested parties, other than those served, is hereby dispensed with and that the service of
the notice of motion and the motion record as effected by the Receiver is hereby validated in all
respects.
2. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved,
and the execution of the Sale Agreement and the Ancillary Agreements (as such term is defined
in the Sale Agreement) by the Receiver is hereby authorized and approved, with such minor
amendments as the Receiver may deem necessary. The Receiver is hereby authorized and
directed to take such additional steps and execute such additional documents as may be
necessary or desirable for the completion of the Transaction and for the conveyance of the
Purchased Assets to the Purchaser.
3. THIS COURT ORDERS AND DECLARES that, effective upon delivery of a
Receiver's certificate to the Purchaser substantially in the form attached at Schedule A hereto
(the "Receiver's Certificate"), the St. Marys Combined Heat and Power (CHP III) Purchase
Agreement dated November 5, 2010, made by and between St. Mars Renewable Energy LP and
Ontario Power Authority and all rights, benefits and advantages to be derived therefrom (the
"OPA Agreement") shall be and is hereby deemed to be released, quit-claimed, assigned,
transferred and set over to the Purchaser by St. Marys Renewable Energy LP (the "Limited
Partnership") and St. Marys Renewable Energy Corp. (the "General Partner"), without
compensation, liability or obligation on the part of the Purchaser to the Limited Partnership or
P~~j~~9~1 ~-00001 /5531289.2D
-3-
the General Partner and subject to any rights of consent or approval of the Ontario Power
Authority set out in the OPA Agreement.
4. THIS COURT ORDERS AND DECLARES that upon the delivery of the Receiver's
Certificate to the Purchaser, all of: (a) the right, title and interest, if any, of the Debtor and the
Receiver in and to the Purchased Assets described in the Sale Agreement; and (b) the right, title
and interest of the Limited Partnership and, if any, the General Partner in and to the OPA
Agreement, shall vest absolutely in the Purchaser, free and clear of and from any and all security
interests (whether contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed
trusts (whether contractual, statutory, or otherwise), liens, executions, levies, charges, or other
financial or monetary claims, and all leasehold interests and related rights, whether or not they
have attached or been perfected, registered or filed and whether secured, unsecured or otherwise
(collectively, the "Claims") including, without limiting the generality of the foregoing: (i) any
encumbrances or charges created by the Order of the Honourable Mr. Justice C. Campbell dated
December 29, 2011 (the "Appointment Order"); (ii) all charges, security interests or claims
evidenced by registrations pursuant to the Personal Property Security Act (Ontario) or any other
personal property registry system; and (iii) those Claims listed on Schedule C hereto (all of
which are collectively referred to as the "Encumbrances", which term shall not include the
permitted encumbrances, easements and restrictive covenants listed on Schedule D) and, for
greater certainty, this Court orders that all of the Encumbrances affecting or relating to the
Purchased Assets are hereby expunged and discharged as against the Purchased Assets.
5. THIS COURT ORDERS that upon the registration in the Land Registry Office for the
Land Titles Division of Sault. Ste. Marie of an Application for Vesting Order in the form
prescribed by the Land Titles Act and/or the Land Registration Reform Act, the Land Registrar is
hereby directed to enter the Purchaser as the owner of all of the subject real property identified in
Schedule B hereto (the "Real Property") in fee simple, and is hereby directed to delete and
expunge from title to the Real Property all of the Claims listed in Schedule C hereto.
6. THIS COURT ORDERS that for the purposes of determining the nature and priority of
Claims, the net proceeds from the sale of the Purchased Assets (which, for certainty, includes the
OPA Agreement) shall stand in the place and stead of the Purchased Assets, and that from and
after the delivery of the Receiver's Certificate all Claims and Encumbrances shall attach to the
~~~j~(~~9~1 ~-0000 1 /5 53 1 289.2D
~~
net proceeds from the sale of the Purchased Assets with the same priority as they had with
respect to the Purchased Assets immediately prior to the sale, as if the Purchased Assets had not
been sold and remained in the possession or control of the person having that possession or
control immediately prior to the sale.
7. THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of
the Receiver's Certificate, forthwith after delivery thereof.
8. THIS COURT ORDERS that, notwithstanding:
(a) the pendency of these proceedings;
(b) any applications for a bankruptcy order now or hereafter issued pursuant to the
Bankruptcy and Insolvency Act (Canada) in respect of the Debtor and any
bankruptcy order issued pursuant to any such applications; and
(c) any assignment in bankruptcy made in respect of the Debtor;
the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on
any trustee in bankruptcy that may be appointed in respect of the Debtor (or, in respect of the
OPA Agreement, the Limited Partnership, the General Partner or any other partner of the
Limited Partnership) and shall not be void or voidable by creditors of the Debtor (or, in respect
of the OPA Agreement, the Limited Partnership, the General Partner or any other partner of the
Limited Partnership), nor shall it constitute nor be deemed to be a settlement, fraudulent
preference, assignment, fraudulent conveyance, transfer at undervalue, or other reviewable
transaction under the Bankruptcy and Insolvency Act (Canada) ("BIA") or any other applicable
federal ar provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct
pursuant to any applicable federal or provincial legislation.
9. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the
application of the Bulk Sales Act (Ontario).
10. THIS COURT ORDERS that the Receiver be and is hereby authorized and directed to,
on the Debtor's behalf, terminate the employment of all individuals employed by the Debtor as
of and following the date of the Appointment Order (other than any employee that was
~~~jL~~~~~-~ ~-00001/5531289.2D
-5-
terminated in writing by the Receiver on the Debtor's behalf following the date of the
Appointment Order) including, without limitation, all such employees on lay-off or leave of
absence of any kind (the "Employees"), effective at 11:59 p.m. on the day immediately
preceding the Closing Date (as defined in the Sale Agreement), by sending to each Employee on
the Debtor's behalf written notice of termination by registered mail to the last known address of
such Employee based on the books and records of the Debtor.
11. THIS COURT ORDERS AND DECLARES that the employment of each Employee be
and is hereby deemed to be terminated effective at 11:59 p.m. on the day immediately preceding
the Closing Date, whether or not such employee receives written notice of termination before the
Closing Date or at all.
12. THIS COURT ORDERS AND DECLARES that the Receiver shall not be liable for
any employee-related liabilities, including any successor employer liabilities as provided for in
section 14.06(1.2) of the BIA, other than such amounts as the Receiver may specifically agree in
writing to pay, or in respect of its obligations under sections 81.4(5) or 81.6(3) of the BIA or
under the Wage Earner Protection Program Act.
13. THIS COURT ORDERS AND DIRECTS that the General Partner as the general
partner of the Limited Partnership shall forthwith produce to the Receiver a true copy of all
partnership agreements) and other constating, management or governing documents and
agreements) relating to the Limited Partnership, the limited partnership units in the Limited
Partnership held by the Debtor, and the general partnership units in the Limited Partnership held
by the General Partner, including all amendments to such documents and agreements, any power
of attorney granted to the General Partner, the record of limited partners, the record of the
General Partner and copies of all minutes of meetings and resolutions of the partners of the
Limited Partnership, the General Partner, the board of directors and any committee of the board
of directors of the General Partner to the extent pertaining to the Limited Partnership.
14. THIS COURT ORDERS AND DIRECTS that Confidential Appendix "~" to the
Second Report shall remain confidential and subject to a protective order of this Court and shall
not form part of the permanent court record except by further order of this Court made on notice
to the Receiver, IFP and the Purchaser.
Q~~jG~3~(~~~~~1 ~-00001 /5531289.2D
15. 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 Receiver and its 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 Receiver, as an officer of this
Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and
its agents in carrying out the terms of this Order.
~~~~q~~ ~-0000 ~ is s3 i zs~.2D
Schedule A —Form of Receiver's Certificate
Court File No. CV-11-9367-OOCL
ONTARIOSUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
BETWEEN;
INTERNATIONAL FOREST PRODUCTS LLC (formerly known ~sINTERNATIONAL FOREST PRODUCTS CORPORATION)
-and-
ST. MARYS PAPER CORP.
Applicant
Respondent
APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCYANDINSOLVENCYACT, R.S.C. 1985, c.B-3, AS AMENDED, AND SECTION 101 OF THE
COURTS OF JUSTICE ACT, R.S.O. 1990, C. C.43, AS AMENDED
RECEIVER'S CERTIFICATE
RECITALS
A. Pursuant to an Order of the Honourable Justice Campbell of the Ontario Superior Courtof Justice (the "Court") dated December 29, 2012, Ernst &Young Inc. was appointed as thereceiver and receiver and manager (the "Receiver") of the undertaking, property and assets of St.Marys Paper Corp. (the "Debtor").
B. Pursuant to an Order of the Court dated March •, 2012, the Court approved theagreement of purchase and sale made as of March 15, 2012 (the "Sale Agreement") between St.Marys Paper Corp., by Ernst &Young Inc., solely in its capacity as court-appointed receiver andreceiver and manager and not in its personal or corporate capacity, as Seller, and 2319839Ontario Inc., as Purchaser (the "Purchaser") and provided for the vesting in the Purchaser of theDebtor's and the Receiver's right, title and interest in and to the Purchased Assets, which vestingis to be effective with respect to the Purchased Assets upon the delivery by the Receiver to thePurchaser of a certificate confirming (i) the payment by the Purchaser of the Purchase Price forthe Purchased Assets; (ii) that the conditions to Closing as set out in section 9.1 of the SaleAgreement have been satisfied or waived by the Seller; and (iii) the Transaction has beencompleted to the satisfaction of the Receiver.
P~~j~~ ~-00001 /5 531289.2D
-2-
C. Unless otherwise indicated herein, terms with initial capitals have the meanings set out inthe Sale Agreement.
THE RECEIVER CERTIFIES the following:
1. The Purchaser has paid and the Seller has received the Purchase Price for the PurchasedAssets payable on the Closing Date pursuant to the Sale Agreement;
2. The conditions to Closing as set out in section 9.1 of the Sale Agreement have beensatisfied or waived by the Seller;
[3. The Purchaser has exercised its option to acquire the LP Units and the LP Units areincluded in the Purchased Assets;] and
4. The Transaction has been completed to the satisfaction of the Receiver.
5. This Certificate was delivered by the Receiver at [TIME on [DATE].
ERNST &YOUNG INC., in its capacity asReceiver of the undertaking, property andassets of St. Marys Paper Corp., and not in itspersonal capacity
Per:
Q~~~~~} ~-0000 ~ is s3 i as~.zD
Name:
Title:
Schedule B — Purchased Assets (Real Property)
1. PIN 31193-0001 (LT), legally described as PCL 3545 SEC AWS; summer resort locationJC305 Stoney; District of Algoma;
2. PIN 31577-0009 (LT), legally described as PCL 561 SEC AWS; PT Land &landcovered with water Sault Ste. Marie; PT St. Mary's Island Sault Ste. Marie; PT the Laird& Henderson Mill Site Sault Ste. Marie PT 9 & 10 1R5861; S/T LT57299; Sault Ste.Marie;
3. PIN 31577-0012 (LT), legally described as PT the Laird &Henderson Mill Site Sault Ste.Marie; PT Hudson's Bay Company's Lands s/s Portage St. PL Town Plot of Sault Ste.Marie PT 15, 16 1R5861 s/t right as in T218158; s/t T454942; Sault Ste. Marie;
4. PIN 31577-0013 (LT), legally described as PT Hudson's Bay Company's Lands s/sPortage St PL Town Plot of Sault Ste. Marie PT 17 1R5861; Sault Ste. Marie;
5. PIN 31577-0014 (LT), legally described as PT the Laird &Henderson Mill Site Sault Ste.Marie PT 18 1R5861; Sault Ste. Marie;
6. PIN 31577-0015 (LT), legally described as PT St. Mary's Island Sault Ste. Marie PT 191R5861; Sault Ste. Marie;
7. PIN 31577-0016 (LT), legally described as PT St. Mary's Island Sault Ste. Marie PT 201R5861; Sault Ste. Marie;
8. PIN 31577-0026 (LT), legally described as PCL 11524 SEC AWS; PT Water LTAdjacent to St. Mary's Island Sault Ste. Marie PT 1, 2 1R7289; Sault Ste. Marie;
9. PIN 31577-0027 (LT), legally described as PCL 10280 SEC AWS; PT Water LT at the ftof the rapids in St. Mary's River Sault Ste. Marie PT 3 1R4409; Sault Ste. Marie;
10. PIN 31577-0032 (LT), legally described as PCL 1023 SEC AWS; PT Land &landcovered with water at the ft of rapids on St. Mary's river Sault Ste. Marie PT 1 1R5861;Sault Ste. Marie;
11. PIN 31577-0033 (LT), legally described as PCL 1023 SEC AWS; PT Land &landcovered with water at the ft of rapids on St. Mary's River Sault Ste. Marie PT 2, 31R5861; S/T LT57299; Sault Ste. Marie;
12. PIN 31577-0034 (LT), legally described as PCL 1023 SEC AWS; PT Land &landcovered with water at the ft of rapids on St. Mary's River Sault Ste. Marie PT 4 1R5861;Sault Ste. Marie;
13. PIN 31577-0035 (LT), legally described as PCL 1023 SEC AWS; PT Land &landcovered with water at the ft of rapids on St. Mary's River Sault Ste. Marie PT 5-71R5861; S/T LT254163; Sault Ste. Marie;
~~~~~ ~-0000 1/553 1 289.2D
14. PIN 31577-0037 (LT), legally described as PCL 564 SEC AWS; PT Land &landcovered with water Sault Ste Marie PT 12 1R5861; Sault Ste. Marie;
15. PIN 31577-0038 (LT), legally described as PCL 648 SEC AWS; PT Land &landcovered with water Sault Ste. Marie PT 13 1R5861; Sault Ste Marie;
16. PIN 31577-0039 (LT), legally described as PCL 881 SEC AWS; PT Land &landcovered with water Sault Ste. Marie PT 11 1R5861; Sault Ste. Marie;
17. PIN 31577-0050 (LT), legally described as PCL 561 SEC AWS; PT Land &landcovered with water Sault Ste. Marie PT 8 1R5861; Sault Ste. Marie
~~,~~~ ~-00001 /5531289.2D
Schedule C — Claims to be deleted and expunged from title to Reel Property
1. As against each of PIN 31193-0001 (LT); PIN 31577-0013 (LT); PIN 31577-0032 (LT);PIN 31577-0035 and PIN 31577-0050 (LT):
a. Registration No. AL17374 -APL (General) registered June 8, 2007 from RSMRichter Inc.;
b. Registration No. AL17378 -APL Vesting Order registered June 8, 2007 in theamount of $300,000 from the Ontario Superior Court of Justice to St. MarysPaper Corp.;
c. Registration No. AL17381 - Charge registered June 8, 2007 in the amount of$17,000,000 in favour of Her Majesty the Queen in Right of Ontario asRepresented by the Minister of Northern Development and Mines;
d. Registration No. AL54515 - Notice of Lease registered June 3, 2009 in favour ofSt. Marys Renewable Energy Corp.;
e. Registration No. AL80260 - Charge registered December 8, 2010 in the amountof $8,800,000 in favour of Her Majesty the Queen in Right of the Province ofOntario, as represented by the Minister of Northern Development, Mines andForestry;
f. Registration No. AL80265 — Notice regarding AL17381 registered December 8,2010 in favour of Her Majesty the Queen in Right of the Province of Ontario, asrepresented by the Minister of Northern Development, Mines and Forestry;
g. Registration No. AL83236 - Charge registered March 3, 2011 in the amount of$12,000,000 in favour of International Forest Products Corporation;
h. Registration No. AL88243 -Lien registered July 4, 2011 in the amount of$122,834 in favour of Her Majesty the Queen in Right of Ontario as representedby the Minister of Revenue.
2. As against each of PIN 31577-0009 (LT); PIN 31577-0012 (LT); PIN 31577-0014 (LT);PIN 31577-0015 (LT); PIN 31577-0016 (LT); PIN 31577-0027 (LT); PIN 31577-0033(LT); PIN 31577-0034 (LT); PIN 31577-0037 (LT); PIN 31577-0038 (LT); PIN 31577-0039 (LT):
a. Registration No. AL17374 -APL (General) registered June 8, 2007 from RSMRichter Inc.;
~~~~~ ~-00001 /55 31289.2D
b. Registration No. AL17378 -APL Vesting Order registered June 8, 2007 in theamount of $300,000 from the Ontario Superior Court of Justice to St. MarysPaper Corp.;
c. Registration No. AL17381 - Charge registered June 8, 2007 in the amount of$17,000,000 in favour of Her Majesty the Queen in Right of Ontario asRepresented by the Minister of Northern Development and Mines;
d. Registration No. AL54515 - Notice of Lease registered June 3, 2009 in favour ofSt. Marys Renewable Energy Corp.;
e. Registration No. AL80260 - Charge registered December 8, 2010 in the amountof $8,800,000 in favour of Her Majesty the Queen in Right of Ontario, asRepresented by the Minister of Northern Development, Mines and Forestry;
f. Registration No. AL80265 - Notice registered December 8, 2010 in favour of HerMajesty the Queen in Right of Ontario, as Represented by the Minister ofNorthern Development, Mines and Forestry;
g. Registration No. AL83236 - Charge registered March 3, 2011 in the amount of$12,000,000 in favour of International Forest Products Corporation;
h. Registration No. AL88243 -Lien registered July 4, 2011 in the amount of$122,834 in favour of the Her Majesty the Queen in Right of Ontario asrepresented by the Minister of Revenue;
i. Registration No. AL94715 - Construction Lien registered November 8, 2011 inthe amount of $130,149 in favour of Aecom Canada Ltd.,
j. Registration No. AL96415 - Certificate registered December 16, 2011 re:Certificate of Action, AL94715.
3. As against PIN 31577-0026 (LT):
a. Registration No. LT130084 - Notice of Lease registered August 20, 1984 infavour of Abitibi Power &Paper Company Limited; [NTD — Purchaser toconfirm]
b. Registration No. LT132064 - Assignment of Lease registered December 3, 1984in favour of St. Marys Paper Inc.; [NTD — Purchaser to confirm]
c. Registration No. AL17374 -APL (General) registered June 8, 2007 from IZSIVIRichter Inc.;
d. Registration No. AL17378 -APL Vesting Order registered June 8, 2007 in theamount of $300,000 from the Ontario Superior Court of Justice to St. MarysPaper Corp.;
~~~jGC~}~l ~-0000 1 /5 53 1 289.2D
e. Registration No. AL17381 - Charge registered June 8, 2007 for $17,000,000 i~favour of Her Majesty the Queen in Right of Ontario, as Represented by theMinister of Northern Development and Mines;
£ Registration No. AL54515 - Notice of Lease registered June 3, 2009 in favour ofSt. Marys Renewable Energy Corp.;
g. Registration No. AL80260 - Charge registered December 8, 2010 in the amountof $8,800,000 in favour of Her Majesty the Queen in Right of Ontario, asRepresented by the Minister of Northern Development, Mines and Forestry;
h. Registration No. AL80265 — Notice re: AL17381 registered December 8, 2010 infavour of Her Majesty the Queen in Right of Ontario, as Represented by theMinister of Northern Development, Mines and Forestry;
i. Registration No. AL83236 - Charge registered March 3, 2011 in the amount of$12,000,000 in favour of International Forest Products Corporation;
j. Registration No. AL88243 -Lien registered July 4, 2011 in the amount of$122,834 in favour of the Her Majesty the Queen in Right of Ontario asrepresented by the Minister of Revenue;
k. Registration No. AL94715 - Construction Lien registered November 8, 2011 inthe amount of $130,149 in favour of Aecom Canada Ltd.;
1. Registration No. AL96415 - Certificate registered December 16, 2011 re:Certificate of Action, AL94715.
~~~~~ ~-00001 /5531289.2D
Schedule D — Permitted Encumbrances, Reference Plans, Easements and RestrictiveCovenantsrelated to the Real Property
(unaffected by the Vesting Order)
Registration Type of Instrument (General) Registered asNo. a ainst PIN No.
Certificate re: Provisional Certificate of Approval 31193-0001 (LT)1. LT126831 under the Environmental Protection Act
Transfer of Easement in favour of The 31577-0009 (LT)2. LT57299 International Bridge Authority of Michigan 31577-0033 (LT)
Heritage By-law —The Corporation of the City of 31577-0012 (LT)3. T234205 Sault Ste. Marie re: Historic Sites 31577-0014 (LT)