Court File No. MM73-15 IN THE COURT OF QUEEN'S BENCH OF

Court File No. MM73-15

IN THE COURT OF QUEEN’S BENCH OF NEW BRUNSWICK TRIAL DIVISION

JUDICIAL DISTRICT OF MONCTON

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 CO-OP ATLANTIC, CO-OP ENERGY LTD. AND C A REALTY LTD.

Applicants

MOTION RECORD (Returnable October 1, 2015)

MCINNES COOPER GOODMANS LLP Barristers & Solicitors Barristers & Solicitors Blue Cross Building, South Tower Bay Adelaide Centre 644 Main Street, Suite 400 333 Bay Street, Suite 3400 Moncton, NB E1C 1E2 Toronto, ON M5H 2S7

Chris Keirstead Robert J. Chadwick Michael Costello Logan Willis

Tel: (506) 857-8970 Tel: (416) 979-2211 Fax:(506) 857-4095 Fax: (416) 979-1234

Lawyers for the Applicants Lawyers for the Applicants

INDEX




AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF CO-OP ATLANTIC, CO-OP ENERGY LTD. AND C A REALTY LTD.

INDEX

Tab Document

1. Notice of Motion

2. Draft CST Approval and Vesting Order

3. Draft Property Management Transition Order

4. Draft Claims Procedure Order

5. Affidavit of Bryan Inglis sworn September 25, 2015

A. Exhibit “A” – Initial Affidavit (without exhibits)

B. Exhibit “B” – CST Asset Purchase Agreement

C. Exhibit “C” – Property Management Transition Term Sheet

TAB 1


IN THE COURT OF QUEEN’S BENCH OF NEW BRUNSWICK

COUR DU BANC DE LA REINE DU NOUVEAU BRUNSWICK

TRIAL DIVISION DIVISION DE PREMIERE INSTANCE

JUDICIAL DISTRICT OF MONCTON CIRCONSCRIPTION JUDICIARE DE MONCTON

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 CO-OP ATLANTIC, CO-OP ENERGY LTD. AND C A REALTY LTD. (the “Applicants”)

NOTICE OF MOTION (FORM 37A)

AVIS DE MOTION (FORMULE 37A)

TO: The Service List attached as Schedule “A” and the Supplementary Notice List attached as Schedule “B”.

DESTINAIRE:

The Applicants will apply to the Court at the Moncton Court House, 145 Assumption Blvd., Moncton, New Brunswick for certain Orders as set out hereunder. The Court has advised that the motion will be heard at the Moncton Law Courts, 145 Assumption Blvd., Moncton, New Brunswick on October 1, 2015 at 3:00 p.m.

Le demandeur (ou selon le cas) demandera à la Cour à ………..(lieu précis) ……….., le …….. 19….., à …… h ……., d’ordonner (indiquer l’ordonnance demandée, les motifs à discuter et les renvois aux dispositions léglislatives ou règles qui seront invoquées);

You are advised that: Sachez que:

(a) you are entitled to issue documents and present evidence at the hearing in English or French or both;

(a) vous avez le droit d’émettre des documents et de présenter votre preuve en français, en anglais ou dans les deux langues;

(b) the Applicants intend to proceed in the English language; and

(b) le demandeur a l’intention d’utiliser la langue anglais; et

(c) if you intend to proceed in the other official language, an interpreter may be required and you must so advise the clerk at least 7 days before the hearing.

(c) si vous avez l’intention d’utiliser l’autre langue officielle, les services d’un interprète pourront être requis et vous devrez en aviser le greffier au moins 7 jours avant l’audience.

1

MOTION

1. Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd. (collectively, the “Applicants”)

make a motion, pursuant to the Companies’ Creditors Arrangement Act, R.S.C. 1985,

c. C-36, as amended (the “CCAA”) for:1

(a) an Order substantially in the form attached at Tab 2 of the within Motion Record

(the “CST Approval and Vesting Order”), inter alia, approving the sale of the

Applicants’ Energy Business to CST Canada Co. (“CST”, and the sale, the “CST

Transaction”) and vesting in CST Co-op’s right, title and interest in and to

substantially all of the assets and property comprising the Energy Business;

(b) an Order substantially in the form attached at Tab 3 of the within Motion Record

(the “Property Management Transition / Monitor Approval Order”), inter

alia, (i) authorizing the Applicants to proceed with a transition of their residential

property management agreements, obligations and employees to a new company

to be incorporated by certain existing employees of the Applicants (the “Property

Management Transition”), and (ii) approving the First Report of the Monitor

dated July 16, 2015, the Second Report of the Monitor dated September 11, 2015

and the Third Report of the Monitor, to be filed (the “Monitor’s Third Report”),

and the activities of the Monitor as described in those reports;

(c) an Order substantially in the form attached at Tab 4 of the within Motion Record

(the “Claims Procedure Order”) establishing a process for the identification and

determination of claims against the Applicants and their present and former

directors and officers; and

(d) such further and other relief as this Court deems just.

1 Capitalized terms that are not defined herein shall have the meaning given to them in the Affidavit of Bryan Inglis sworn September 25, 2015, attached at Tab 5 of the within Motion Record.

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2. The grounds for the Motion are:

(a) on June 25, 2015, the Court granted the Initial Order, inter alia, (i) granting the

Applicants a stay of proceedings under the CCAA until July 24, 2015 (the “Stay

Period”), which Stay Period has been subsequently extended by Orders of this

Court to October 30, 2015, and (ii) appointing KPMG Inc. as CCAA Monitor in

respect of the Applicants (the “Monitor”);

(b) since the granting of the September Orders, the Applicants have been working

diligently to advance the Sale and Restructuring Process, negotiate prospective

transactions, maintain adequate liquidity, generate funds through the sale of

redundant and surplus assets, manage supplier relationships and maintain the

stability of the remaining Business;

(c) the Applicants, with the assistance of the Monitor and KPMG CF, have continued

the Sale and Restructuring Process and, after extensive efforts to achieve a sale or

restructuring of the Applicants’ Energy Business, the Applicants have negotiated

and executed the definitive documentation for the CST Transaction;

(d) the boards of directors of the Applicants have considered and evaluated the CST

Transaction and have determined that the CST Transaction represents the best

alternative available to the Applicants with respect to the Energy Business;

(e) the Applicants are in advanced negotiations with respect to other potential

transactions in respect of the Agriculture Business and other valuable assets with

a view to bringing the most favourable transactions to the Applicants’ boards of

directors for evaluation relative to other available restructuring alternatives;

(f) the Applicants have also been considering how to address certain of their non-

core activities, including their Property Management Operations;

(g) after carefully evaluating various alternatives with respect to the Property

Management Operations, the Applicants have determined that a sale of these

operations is not feasible or realistic as these operations have no material

realizable value; accordingly, the Applicants are proposing the Property

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Management Transition as the best and most reasonable solution to preserve the

Property Management Operations for the benefit of the affected clients and

employees;

(h) it will be necessary in the near future to definitively ascertain creditor claims

against the Applicants and their directors and officers in these CCAA

proceedings; accordingly, the Applicants are seeking the Claims Procedure Order

at this time;

(i) the Monitor has continued to supervise and provide assistance to the Applicants

with respect to their sale and restructuring efforts and the operation of the

business;

(j) the conduct and activities of the Monitor are described in the First Report of the

Monitor dated July 16, 2015, the Second Report of the Monitor dated September

11, 2015, and the Third Report of the Monitor, to be filed (collectively, the

“Reports”);

(k) the conduct and activities of the Monitor as described in the Reports are within

the scope of the Monitor’s mandate and are reasonable and appropriate;

(l) the circumstances that exist make the CST Approval and Vesting Order, the

Property Management Transition / Monitor Approval Order and the Claims

Procedure Order appropriate;

(m) the provisions of the CCAA and this Court’s equitable and statutory jurisdiction

thereunder;

(n) Rules 1.02, 1.02.1, 1.03(2), 3.02, 37, 37.01 and 37.04(1) of the Rules of Court;

and

(o) such further and other grounds as counsel may advise and this Court may permit.

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3. The following documentary evidence will be used at the hearing of this motion:

(a) the Affidavit of Bryan Inglis sworn September 25, 2015 and the exhibits attached

thereto;

(b) the Monitor’s Third Report and the appendices attached thereto; and

(c) such further and other materials as counsel may advise and this Court may permit.

Dated September 25, 2015

MCINNES COOPER Barristers & Solicitors Blue Cross Building, South Tower 644 Main Street, Suite 400 Moncton, NB E1C 1E2

Chris Keirstead Michael Costello

Tel: (506) 857-8970 Fax: (506) 857-4095

Lawyers for the Applicants

GOODMANS LLP Barristers & Solicitors Bay Adelaide Centre 333 Bay Street, Suite 3400 Toronto, ON M5H 2S7

Robert J. Chadwick Logan Willis

Tel: (416) 979-2211 Fax: (416) 979-1234


5

SCHEDULE A – SERVICE LIST





AND IN THE MATTER OF A PLAN OF COMPROMISE AND ARRANGEMENT OF CO-OP ATLANTIC, CO-OP ENERGY LTD. AND C A REALTY LTD.

Applicants

SERVICE LIST (As at September 25, 2015)

TO: MCINNES COOPER Blue Cross Building, South Tower 644 Main Street, Suite 400 Moncton, NB E1C 1E2

Fax: 506-857-4095

Remy Boudreau Tel: 506-877-0849 Email: [email protected]

Chris Keirstead Tel: 506-877-0845 Email: [email protected]


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AND TO: GOODMANS LLP Bay Adelaide Centre 333 Bay Street, Suite 3400 Toronto, ON M5H 2S7

Fax: 416-979-1234

Robert J. Chadwick Tel: 416-597-4285 Email: [email protected]

Logan Willis Tel: 416-597-6299 Email: [email protected]

Bradley Wiffen Tel: 416-597-4208 Email: [email protected]


AND TO: KPMG INC. Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5

Fax: 416-777-3883

Randy Benson Tel: 416-777-8539 Email: [email protected]

Anamika Gadia Tel: 416-777-3842 Email: [email protected]

The Monitor

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KPMG INC. KPMG Tower, 600 de Maisonneuve Boulevard West Suite 1500 Montreal, QC H3A 0A3

Fax: 514-840-2442

Carl Adjami Tel: 514-840-2323 Email: [email protected]

The Monitor

AND TO: BLAKE, CASSELS & GRAYDON LLP 199 Bay Street Suite 4000, Commerce Court West Toronto, ON M5L 1A9

Fax: 416-863-2653

Pamela Huff Tel: 416-863-2958 Email: [email protected]

Bernard Boucher Tel: 514-982-4006 Email: [email protected]

Chris Burr Tel: 416-863-3261 Email: [email protected]

Lawyers for the Monitor

AND TO: THORNTON GROUT FINNIGAN LLP 100 Wellington Street West, Suite 3200 P.O. Box 329 Toronto-Dominion Centre Toronto, ON M5K 1K7

Fax: 416-304-1313

Grant B. Moffat Tel: 416-304-0599 Email: [email protected]

Lawyers for National Bank of Canada

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AND TO: COX & PALMER LLP Brunswick Square, Suite 1500 1 Germain Street Saint John, NB E2L 4V1

Fax: 506-632-8809

Josh McElman Tel: 506-633-2708 Email: [email protected]

Lawyers for National Bank of Canada

AND TO: OFFICE OF THE ATTORNEY GENERAL Legal Services Branch P.O. Box 6000 Chancery Place 675 King Street, 2nd Floor Fredericton, NB E3B 5H1

Fax: 506-453-3275

Alan Rockwell Tel: 506-444-2453 Email: [email protected]

Philippe Thériault Tel: 506-453-2222 Email: [email protected]

Lawyers for Provincial Holdings Ltd.

AND TO: SUPERINTENDENT OF PENSIONS, FINANCIAL AND CONSUMER SERVICES COMMISSION Andal Building 225 King Street Fredericton, NB E3B 1E1

Fax: 506-457-7266

Angela Mazerolle Email: [email protected]

Jennifer Sutherland Green Email: [email protected]

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AND TO: BUSINESS DEVELOPMENT BANK OF CANADA 766 Main Street Moncton, NB E1C 1E6

Sophie Gauthier Tel: 506-851-3638 Email: [email protected]

BUSINESS DEVELOPMENT BANK OF CANADA 70 York Street, Suite 1202 Toronto, ON M5J 1S9

Russell French Tel: 416-954-5004 Email: [email protected]

AND TO: AIRD & BERLIS LLP Brookfield Place, Suite 1800 181 Bay Street Toronto, ON M5J 2T9

Fax: 416-863-1515

Steven L. Graff Tel: 416-865-7726 Email: [email protected]

Lawyers for Business Development Bank of Canada

AND TO: UNIFOR National Office 205 Placer Court Toronto, ON M2H 3H9

Barry E. Wadsworth Email: [email protected]

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AND TO: PINK LARKIN 1133 Regent Street, Suite 210 Fredericton, NB E3B 3Z2

Fax: 506-458-1127

Joël Michaud Tel: 506-458-1989 Email: [email protected]

Dominic Caron Tel: 506-458-1989 Email: [email protected]

Lawyers for Unifor

AND TO: UNITED FOOD AND COMMERCIAL WORKERS UNION (UFCW) Suite 300, Sun Tower 1550 Bedford Highway Bedford, NS B4A 1E6

Mark Dobson Atlantic Assistant to the Canadian Director Email: [email protected]

AND TO: PINK LARKIN 1463 South Park Street, Suite 201 P.O. Box 36036 Halifax, NS B3J 3S9

Fax: 902-423-9588

Ronald A. Pink, Q.C. Tel: 902-423-7777 Email: [email protected]

Bettina Quistgaard Tel: 902-423-7777 Email: [email protected]

Lawyers for United Food and Commercial Workers Canada and United Food and Commercial Workers Canada Locals 1288P and 864

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AND TO: ECKLER LTD. 1969 Upper Water Street, Suite 503 Halifax, NS B3J 3R7

Derek M. Gerard Tel: 902-490-3315 Email: [email protected]

Administrator of the Co-Op Atlantic Employees’ Pension Plan

AND TO: STIKEMAN ELLIOTT LLP 5300 Commerce Court West 199 Bay Street Toronto, ON M5L 1B9

Fax: 416-947-0866

Maria Konyukhova Tel: 416-869-5230 Email: [email protected]

Andrea Boctor Tel: 416-869-5230 Email: [email protected]

Lawyers for Eckler Ltd., Administrator of the Co-Op Atlantic Employees’ Pension Plan

AND TO: HARRISON PENSA LLP 450 Talbot Street London, ON N6A 5J6

Fax: 519-667-3362

Tom Robson Tel: 519-661-6766 Email: [email protected]

Michael Cassone Tel: 519-661-6765 Email: [email protected]

Lawyers for Farm Credit Canada

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AND TO: NOVA SCOTIA DEPARTMENT OF JUSTICE Legal Services Division Joseph Howe Building 1690 Hollis Street Halifax, NS B3J 3J9

Fax: 902-424-7120

Sean Foreman Tel: 902-424-6969 Email: [email protected]

Glenna Campbell Tel: 902-424-5073 Email: [email protected]

Lawyers for Nova Scotia Business Incorporated (Successor of Nova Scotia Business Development Corporation)

AND TO: JOHN DEERE FINANCIAL INC. 1001 Champlain Avenue, Suite 401 Burlington, ON L7L 5Z4

Fax: 905-319-5866

Steve A. Watson Tel: 905-319-4958 Email: [email protected]

AND TO: KELLOGG CANADA INC. 5350 Creekbank Road Mississauga, ON L4W 5S1

Blake Moran Tel: 905-290-5227 Email: [email protected]

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AND TO: BENNETT JONES LLP 100 King Street West, Suite 3400 Toronto, ON M5X 1A4

Fax: 416-863-1716

Raj Sahni Tel: 416-777-4804 Email: [email protected]

Mark Laugesen Tel: 416-777-4802 Email: [email protected]

Lawyers for Irving Oil

AND TO: BENNETT JONES LLP 100 King Street West, Suite 3400 Toronto, ON M5X 1A4

Fax: 416-863-1716

Ranjan Agarwal Tel: 416-777-6503 Email: [email protected]

Mark Laugesen Tel: 416-777-4802 Email: [email protected]

Lawyers for Nestle Canada Inc.

AND TO: WITTEN LLP, Barristers & Solicitors Suite 2500, Canadian Western Bank Place 10303 Jasper Avenue Edmonton, AB T5J 3N6

Fax: 780-429-2559

Howard J. Sniderman, Q.C. Tel: 780-441-3203 Email: [email protected]

Lawyers for Medicine Shoppe Atlantic Corporation and Medicine Shoppe Canada Corporation

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AND TO: GORMAN NASON 121 Germain Street P.O. Box 7286, Station A Saint John, NB E2L 4S6

Fax: 506-634-8685

Peter H. MacPhail Tel: 506-636-7324 Email: [email protected]

James L. Mockler Tel: 506-636-7320 Email: [email protected]

Lawyers for the Superintendent of Pensions for New Brunswick

AND TO: DE LAGE LANDEN FINANCIAL SERVICES CANADA INC. 3450 Superior Court, Unit 1 Oakville, ON L6L 0C4

Fax: 866-318-3447

Faseeh Ahmad Tel: 855-732-2818 Email: [email protected]

AND TO: COMINAR REAL ESTATE INVESTMENT TRUST Complexe Jules-Dallaire 2820 Laurier Boulevard – T3 Québec, QC G1V 0C1

Fax: 418-681-2946

Manon Deslauriers Email: [email protected]

Philippe Côté Email: [email protected]

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AND TO: STEWART McKELVEY Purdy’s Wharf Tower One 900 – 1959 Upper Water Street P.O. Box 997 Halifax, NS B3J 2X2

Fax: 902-420-1417

Maurice P. Chiasson, Q.C. Tel: 902-420-3200 Email: [email protected]

Lawyers for Cominar Real Estate Investment Trust

AND TO: GOWLING LAFLEUR HENDERSON LLP 3700 – 1 Place Ville Marie Montréal, QC H3B 3P4

Fax: 514-876-9048

François Viau Tel: 514-392-9530 Email: [email protected]

Geneviève Cloutier Tel: 514-392-9448 Email: [email protected]

Lawyers for Imperial Oil

AND TO: WICKWIRE HOLM 1801 Hollis Street, Suite 1800 Halifax, NS B3J 2X6

Fax: 902-429-8215

Carl Holm Tel: 902-429-7001 Email: [email protected]

Lawyers for HSBC

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AND TO: McCARTHY TÉTRAULT LLP 1000 De La Gauchetière Street West, Suite 2500 Montreal, QC H3B 0A2

Fax: 514-875-6246

Alain N. Tardif Tel: 514-397-4274 Email: [email protected]

Lawyers for La Coop Fédérée

AND TO: TEVA CANADA LTD. 30 Novopharm Court Toronto, ON M1B 2K9

Terry Reid Legal Counsel Tel: 416-940-6798 Email: [email protected]

AND TO: FORBES ROTH BASQUE 814 Main Street, Suite 300 P.O. Box 480 Moncton, NB E1C 8L9

Robert Basque Tel: 506-857-4880 Email: [email protected]

Lawyers for Certain Residential Property Corporations

AND TO: COX & PALMER LLP Brunswick Square, Suite 1500 1 Germain Street St. John, NB E2L 4V1

Fax: 506-632-8809

Peter R. Forestell, QC Tel: 506-633-2715 Email: [email protected]

Jane E. MacEachern Tel: 506-633-2777 Email: [email protected]

Lawyers for CST Canada Co.

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AND TO: CONCENTRA FINANCIAL 333 3rd Ave N Saskatoon, SK S7K 2M2

Fax: 306-956-3003

Val Lucyshyn Tel: 306-956-1914 Email: [email protected]

Debenture Trustee

AND TO: TRIPP BUSINESS LAW Place de l’Assomption 770 Main Street, 10th Floor Box 6011 Moncton, NB E1C 1E7

Fax: 888-316-4697

Kevin Moreau Student-at-Law Tel: 506-830-8747, ext. 203 Email: [email protected]

Lawyers for Peak Foods LLC

AND TO: LAWSON CREAMER 133 Prince William Street, Suite 801 Saint John, NB E2L 2B5

Fax: 506-633-0465

Kelly VanBuskirk Tel: 506-633-3535 Email: [email protected]

Lawyers for Co-op General and Co-op Life

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SCHEDULE B – SUPPLEMENTARY NOTICE LIST





AND IN THE MATTER OF A PLAN OF COMPROMISE AND ARRANGEMENT OF CO-OP ATLANTIC, CO-OP ENERGY LTD. AND C A REALTY LTD.

Applicants

SUPPLEMENTARY NOTICE LIST (As at September 25, 2015)

PARTIES WITH SECURITY REGISTRATIONS

TO: DELL FINANCIAL SERVICES CANADA LIMITED 155 Gordon Baker Road, Bureau/Suite 501 North York, ON M2H 3N5

AND TO: LIFTCAPITAL CORPORATION 300 The East Mall, Suite 401 Toronto, ON M9B 6B7

AND TO: HERITAGE CREDIT UNION LTD. 155 Ochtertoney Street Dartmouth, NS B2Y 1C9

AND TO: CONCENTRA FINANCIAL SERVICES ASSOCIATION c/o Comm Leasing Box 3030, 2055 Albert Street Regina, SK S49 3G8

AND TO: OMISTA CREDIT UNION 1192 Mountain Road, Unit 1 Moncton, NB E1C 2T6

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AND TO: IMPERIAL OIL LIMITED 90 Wynford Drive Toronto, ON M3C 1K5

AND TO: MCCOLL-FRONTENAC PETROLEUM INC. 237 Fourth Avenue S.W. Calgary, AB T2P 3M9

AND TO: CANADIAN IMPERIAL BANK OF COMMERCE Box 219 Souris, PE C0A 2B0

AND TO: ROYNAT INC. 4710 Kingsway, Suite 1500 Metro Tower 1 Burnaby, BC V5H 4M2

AND TO: ELEMENT FLEET MANAGEMENT INC. 4 Robert Speck Parkway, Suite 900 Mississauga, ON L4Z 1S1

AND TO: IBM CANADA LIMITED - PPSA ADMINISTRATOR 3600 Steeles Avenue East, F4 Markham, ON L3R 9Z7

AND TO: NATIONAL LEASING GROUP INC. 1558 Willson Place Winnipeg, MB R3T 0Y4

AND TO: CIT FINANCIAL LTD. 5035 South Service Road Burlington, ON L7R 4C8

AND TO: NATIONAL CITY COMMERCIAL CAPITAL, A DIVISION OF NATIONAL CITY BANK, CANADA BRANCH 130 King Street West, Suite 2140 Toronto, ON M5X 1E4

AND TO: HEWLETT-PACKARD FINANCIAL SERVICES CANADA COMPANY / COMPAGNIE DE SERVICES FINANCIERS HEWLETT-PACKARD CANADA 5150 Spectrum Way Mississauga, ON L4W 5G1

AND TO: NATIONAL LEASING GROUP INC. 1525 Buffalo Place Winnipeg, MB R3T 1L9

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AND TO: CANADIAN EQUIPMENT FINANCE & LEASING INC. 250-4 Woolwich Street Breslau, ON N0B 1M0

Brent Kennan

AND TO: MACQUARIE EQUIPMENT FINANCE LTD. 181 Bay Street, Suite 3100 P.O. Box 830 Toronto, ON M5J 2T3

AND TO: GE VEHICLE AND EQUIPMENT LEASING 2300 Meadowvale Boulevard, 2nd Floor Mississauga, ON L5N 5P9

AND TO: G. N. JOHNSTON EQUIPMENT CO. LTD. 5990 Avebury Road Mississauga, ON L5R 3R2

AND TO: CAPITAL UNDERWRITERS INC. 2020 Winston Park Drive, Suite 301 Oakville, ON L6H 6X7

AND TO: BLUE CHIP LEASING CORPORATION 156 Duncan Mill Road, Unit 16 Toronto, ON M3B 3N2

AND TO: DLL FINANCIAL SOLUTIONS PARTNER 3450 Superior Court, Unit 1 Oakville, ON L6L 0C4

AND TO: EAST COAST CREDIT UNION 1 – 714 Reeves Street Port Hawkesbury, NS B9A 2S1

AND TO: FOSS NATIONAL LEASING LTD. 125 Commerce Valley Drive West, Suite 801 Markham, ON L3T 7W4

AND TO: FOSS NATIONAL LEASING LTD. 7200 Yonge Street Thornhill, ON L4J 1V8

AND TO: ELEMENT FINANCIAL CORPORATION 161 Bay Street, Suite 4600 Toronto, ON M5J 2S1

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AND TO: RCAP LEASING INC. 5575 North Service Road, Suite 300 Burlington, ON L7L 6M1

AND TO: ARBN ARMO LEASING Aetna Tower, 79 Wellington Street West, 15th Floor Toronto, ON M5K 1G8

AND TO: BAYVIEW CREDIT UNION 582 Main Street Sussex, NB E4E 7H8

AND TO: AVIS E. CHAPMAN 19 Lawrence Street Amherst, NS B4H 3G4

AND TO: CO-OPERATORS LIFE INSURANCE COMPANY 1920 College Avenue Regina, SK S4P 1C4

AND TO: VALLEY CREDIT UNION LIMITED 5682 Highway 1 P.O. Box 70 Waterville, NS B0P 1V0

AND TO: ATLANTIC COOPERATIVE DEVELOPMENT FUND 123 Halifax Street Moncton, NB E1C 8N5

AND TO: CO-OPERATORS GENERAL INSURANCE COMPANY 130 Macdonell Street Guelph, ON N1H 6P8

AND TO: CREDIT UNION CENTRAL OF NOVA SCOTIA 6074 Lady Hammond Road Halifax, NS B3K 2R7

AND TO: METRO CREDIT UNION LIMITED 281 University Avenue Charlottetown, PE C1A 4M3

AND TO: JOHN DEERE CREDIT INC. 1001 Champlain Avenue, Suite 401 Burlington, ON L5L 5Z4

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AND TO: HER MAJESTY THE QUEEN IN THE RIGHT OF THE PROVINCE OF NOVA SCOTIA (c/o Minister of the Office of Economic Development) P.O. Box 750 1800 Argyle Street, 6th Floor Halifax, NS B3J 2R7

AND TO: NOVA SCOTIA BUSINESS INCORPORATED (Successor of Nova Scotia Business Development Corporation) World Trade and Convention Centre 1880 Argyle Street, 6th Floor Halifax, NS B3J 3N8

Diana Saxby

AND TO: FARM CREDIT CANADA c/o Customer Service Centre 1133 St. George Boulevard Moncton, NB E1E 4E1

AND TO: NATIONAL BANK OF CANADA 71 King Street St. John, NB E2L 1G5

David Henry

GOVERNMENT ENTITIES

TO: DEPARTMENT OF JUSTICE (CANADA) The Exchange Tower P.O. Box 36 130 King Street West, Suite 3400 Toronto, ON M5X 1K6

Fax: 416-973-0810

Diane Winters Tel: 416-973-3172 Email: [email protected]

AND TO: DEPARTMENT OF FINANCE (NEW BRUNSWICK) Chancery Place 675 King Street Fredericton, NB E3B 1E9

AND TO: ENVIRONMENT AND LOCAL GOVERNMENT (NEW BRUNSWICK) 20 McGloin Street Fredericton, NB E3A 5T8

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AND TO: NOVA SCOTIA DEPARTMENT OF FINANCE P.O. Box 187 1723 Hollis Street Halifax, NS B3J 2N3

Doug Moodie

AND TO: MINISTRY OF THE ENVIRONMENT (NOVA SCOTIA) Compliance Division, Colchester County 36 Inglis Place Truro, NS B2N 4B4

Brad Skinner

AND TO: DEPARTMENT OF FINANCE (NEWFOUNDLAND AND LABRADOR) Taxation and Fiscal Policy Branch P.O. Box 8700 East Block Confederation Building, Main Floor St. John’s, NL A1B 4J6

AND TO: ATTORNEY GENERAL OF NEWFOUNDLAND AND LABRADOR 4th Floor, East Block, Confederation Building P.O. Box 8700 St. John’s, NL A1M 4J6

AND TO: DEPARTMENT OF FINANCE AND ENERGY (PRINCE EDWARD ISLAND) Tax Administration and Compliance Services Section Shaw Building, 1st Floor 95 Rochford Street P.O. Box 2000 Charlottetown, PE C1A 7N8

AND TO: MINISTRY OF THE ENVIRONMENT (PRINCE EDWARD ISLAND) Jones Building, 4th Floor 11 Kent Street P.O. Box 2000 Charlottetown, PE C1A 7N8

24

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 CO-OP ATLANTIC, CO-OP ENERGY LTD. AND C A REALTY LTD.

Applicants

Court File No: MM73-15

COURT OF QUEEN’S BENCH OF NEW BRUNSWICK

Proceeding commenced at Moncton

NOTICE OF MOTION (Returnable October 1, 2015)


Chris Keirstead / Michael Costello Tel: (506) 857-8970 Fax: (506) 857-4095


Robert J. Chadwick / Logan Willis Tel: (416) 979-2211 Fax: (416) 979-1234


25

TAB 2




THE HONOURABLE

JUSTICE STEPHENSON

) ) )

THURSDAY, THE 1ST

DAY OF OCTOBER, 2015

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 CO-OP ATLANTIC, CO-OP ENERGY LTD.

AND C A REALTY LTD.

Applicants

APPROVAL AND VESTING ORDER

THIS MOTION, made by Co-op Atlantic, Co-op Energy Ltd. (“Co-op Energy”) and

C A Realty Ltd. (collectively, the “Applicants”) pursuant to the Companies’ Creditors

Arrangement Act, R.S.C. 1985, c. C-36, as amended (the “CCAA”) for an order approving the

sale transaction (the “Transaction”) contemplated by an asset purchase agreement dated

September 16, 2015 (the “APA”) between Co-op Atlantic and Co-op Energy Ltd. (the

“Vendors”) and CST Canada Co. and appended to the affidavit of Bryan Inglis sworn September

25, 2015 (the “Inglis Affidavit”) and vesting in CST Canada Co. or such other person as CST

Canada Co. may designate with the consent of the Vendors (the “Purchaser”) all of the

Vendors’ right, title and interest in and to the Purchased Assets was heard this day at 145

Assumption Boulevard, Moncton, New Brunswick.

ON READING the Inglis Affidavit and the Third Report of KPMG Inc. in its capacity as

the Court-appointed CCAA monitor of the Applicants (the “Monitor”) and on hearing the

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submissions of counsel for the Applicants, the Monitor and such other counsel who were present

and wished to be heard, and on reading the affidavit of service of sworn , 2015,

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.

2. THIS COURT ORDERS that, unless otherwise indicated or defined herein, capitalized

terms used in this Order shall have the meanings given to them in the APA.

3. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved,

and the execution and delivery of the APA by the Vendors is hereby authorized and approved,

with such minor amendments as the Vendors and the Purchaser may agree to with the consent of

the Monitor. The Vendors are 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.

4. THIS COURT ORDERS AND DECLARES that upon the delivery of a Monitor’s

certificate to the Vendors and the Purchaser substantially in the form attached as Schedule A

hereto (the “Monitor’s Certificate”), all of the Vendors’ right, title and interest in and to the

Purchased Assets 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, real property licences, encumbrances, 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 Court of Queen’s Bench of New Brunswick

(the “Court”) dated June 25, 2015 or any other Order of the Court in the Applicants’ CCAA

proceedings; and (ii) all charges, security interests or claims evidenced by registrations pursuant

to the Personal Property Security Act (Nova Scotia), the Personal Property Security Act (New

Brunswick), the Personal Property Security Act (Prince Edward Island) or any other personal

property registry system (all of which are collectively referred to as the “Encumbrances”),

provided that the “Claims” and the “Encumbrances” referred to herein shall not include the

permitted encumbrances and restrictive covenants listed on Schedule B hereto and shall not

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include any obligations or liabilities assumed by the Purchaser pursuant to the APA. For greater

certainty, this Court orders that all of the Claims and Encumbrances affecting or relating to the

Purchased Assets are hereby expunged and discharged as against the Purchased Assets effective

upon delivery of the Monitor’s Certificate.

5. THIS COURT ORDERS that notwithstanding anything in paragraph 4 hereof, any of

the Purchased Assets that constitute (i) Owned Real Property or (ii) Bulk Plants at the Neguac

Location (collectively, the “Option Assets”) shall not become property of the Purchaser and

shall not vest in the Purchaser until such time as any such Option Assets have been acquired by

the Purchaser in accordance with section 6.3(c) of the APA. If any Option Assets are acquired

by the Purchaser in accordance with section 6.3(c) of the APA, then the Purchaser shall file a

certificate substantially in the form of Schedule C hereto with the Court executed by the

Purchaser and the Vendors, or in lieu of the Vendors, the Monitor, certifying that the applicable

Option Assets have been so acquired, and upon the filing of such certificate with the Court, all of

the Vendors’ right, title and interest in and to the applicable Option Assets shall vest absolutely

in the Purchaser, free and clear of all Claims and Encumbrances, other than the permitted

encumbrances and restrictive covenants listed on Schedule B hereto and any obligations or

liabilities assumed by the Purchaser pursuant to the APA.

6. THIS COURT ORDERS that, with respect to any Owned Real Property located in the

Province of Nova Scotia (the “Nova Scotia Real Property”) that is acquired by the Purchaser

pursuant to section 6.3(c) of the APA and in respect of which a certificate has been filed with the

Court confirming such acquisition in accordance with paragraph 5 hereof: (i) the interests of the

Applicants and all persons claiming through the Applicants shall be foreclosed and forever

barred as against the Nova Scotia Real Property, subject to any applicable permitted

encumbrances or restrictive covenants listed on Schedule B hereto and any obligations or

liabilities assumed by the Purchaser pursuant to the APA; and (ii) upon the registration of a Form

24 attaching a certified copy of this Order and a Form 24 attaching a Deed duly executed by the

person holding title to the real property described in the Deed, in each case with an applicable

certificate of legal effect from the recording solicitor, in the Land Registration Office for the

registration district described in the Deed, the Registrar for that Registration District shall revise

the applicable parcel register as follows: (i) the Purchaser be added as sole registered owner of

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the subject Nova Scotia Real Property identified in the Deed in fee simple, and (ii) all of the

Claims shall be deleted and expunged from title to the Nova Scotia Real Property.

7. THIS COURT ORDERS that for the purposes of determining the nature and priority of

the Claims and Encumbrances, from and after the delivery of the Monitor’s Certificate (or with

respect to any Owned Real Property, from and after the filing of the applicable certificate of the

Purchaser in accordance with paragraph 5 hereof), the net proceeds from the sale of the

Purchased Assets shall stand in the place and stead of the Purchased Assets and all Claims and

Encumbrances shall attach to the 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.

8. THIS COURT ORDERS AND DIRECTS the Monitor to file with the Court a copy of

the Monitor’s Certificate, forthwith after delivery thereof to the Vendors and the Purchaser.

9. THIS COURT ORDERS that the Monitor may rely on written notice from the Vendors

and the Purchaser regarding the satisfaction of the Purchase Price and the fulfillment of

conditions to closing under the APA and shall incur no liability with respect to the delivery of

the Monitor’s Certificate.

10. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal

Information Protection and Electronic Documents Act, the Vendors are authorized and permitted

to disclose and transfer to the Purchaser customer information and human resources and payroll

information in the Vendors’ records held in connection with the Business to the extent necessary

or desirable in relation to the continued servicing of customers and the employment or potential

employment of such employees by the Purchaser as set forth in the APA. The Purchaser shall

maintain and protect the privacy of such information and shall be entitled to use the personal

information provided to it in a manner that is consistent with the prior use of such information by

the Vendors.

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11. 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) (the “BIA”) in respect of the Vendors

and any bankruptcy order issued pursuant to any such applications; and

(c) any assignment in bankruptcy made in respect of the Vendors,

the entering into of the APA and 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

Vendors and shall not be void or voidable by creditors of the Vendors, nor shall it constitute nor

be deemed to be a fraudulent preference, assignment, fraudulent conveyance, transfer at

undervalue, or other reviewable transaction under the BIA or any other applicable federal or

provincial legislation, nor shall it constitute oppressive or unfairly prejudicial conduct pursuant

to any applicable federal or provincial legislation.

12. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,

regulatory or administrative body having jurisdiction in Canada or outside Canada, and all

courts, tribunals, regulatory and administrative bodies are hereby respectfully requested to make

such orders and to provide such assistance as may be necessary or desirable, to recognize and

give effect to this Order and to assist: (i) the Monitor and its agents in carrying out the terms of

this Order; and (ii) the Purchaser in giving effect to the transfer of title pursuant to the APA, as

approved herein, and the vesting provided for herein.

____________________________________

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SCHEDULE A

FORM OF MONITOR’S CERTIFICATE






AND C A REALTY LTD.

Applicants

MONITOR’S CERTIFICATE

RECITALS

A. Pursuant to an Order of the Honourable Justice Stephenson of the Court of Queen’s

Bench of New Brunswick (the “Court”) dated June 25, 2015, KPMG Inc. was appointed as the

monitor (the “Monitor”) of the Applicants in proceedings pursuant to the Companies’ Creditors

Arrangement Act (Canada).

B. Pursuant to an Order of the Court dated , 2015 (the “Approval and Vesting Order”),

the Court approved the asset purchase agreement made as of September 16, 2015 (the “APA”)

between Co-op Atlantic and Co-op Energy Ltd. (the “Vendors”) and CST Canada Co. and

provided for the vesting in CST Canada Co. or such other person as CST Canada Co.may

designate with the consent of the Vendors (the “Purchaser”) all of the Vendors’ right, title and

interest in and to the Purchased Assets as defined in the APA, which vesting is to be effective

with respect to the Purchased Assets upon the delivery by the Monitor to the Vendors and the

Purchaser of a certificate confirming (i) the satisfaction of the Purchase Price for the Purchased

Assets by the Purchaser in accordance with the APA; (ii) that the conditions to closing as set out

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in the APA have been satisfied or waived by the Vendors and the Purchaser; and (iii) the

Transaction has been completed to the satisfaction of the Monitor.

C. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in

the APA.

THE MONITOR HEREBY CERTIFIES the following:

1. The Purchaser has satisfied the Purchase Price for the Purchased Assets in accordance

with the APA;

2. The conditions to closing as set out in the APA have been satisfied or waived by the

Vendors and the Purchaser;

3. The Transaction has been completed to the satisfaction of the Monitor; and

4. This Certificate was delivered by the Monitor at ________ [p.m.] on _______ ,

2015.

KPMG Inc., in its capacity as Monitor of the Applicants, and not in its personal capacity

Per: Name: Title:

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SCHEDULE B

PERMITTED ENCUMBRANCES AND RESTRICTIVE COVENANTS

1. Encumbrances1 or privileges reserved to, vested in or in favour of any Person by (a) anyApplicable Law or (b) the terms of any Authorization, that affects any lands or premises,to amend or terminate any such Authorization or to require annual or other periodicpayments or other requirements as a condition to the continuance or effect thereof;

2. Encumbrances for Taxes, assessments or governmental charges, and Encumbrances infavour of a Governmental Authority arising by (a) Applicable Law or (b) operation ofApplicable Law and which relate to or secure obligations, in each case not at the time dueand delinquent;

3. covenants, conditions, restrictions, easements and other similar matters affecting title tothe Leased Locations or Owned Real Property which do not materially impair theoccupancy or use of the Leased Locations and the Owned Real Property for the purposesfor which they are currently used in connection with the Business;

4. any subsisting reservations, limitations, provisions and conditions contained in anyoriginal grants from the Crown of any land or interests therein, reservations ofundersurface rights to mines and minerals of any kind including rights to coal, petroleumand minerals of any kind, including rights to enter, prospect and remove the same, andstatutory exceptions, qualifications or limitations to the title;

5. Encumbrances associated with, and financing statements evidencing, the rights ofequipment or other capital lessors under equipment contracts or other capital leasearrangements forming part of the Purchased Assets in and to the equipment or othercapital assets which are subject to such Assumed Contracts provided the terms of suchAssumed Contracts have been complied with in all material respects up to and on theClosing Date;

6. permits, licenses, zoning, entitlement and other land use regulations, agreements,arrangements, easements, restrictions, reservations, restrictive covenants, conditions,rights-of-way, public ways, rights in the nature of an easement and other similar rights inland of, granted to or reserved by other Persons (including, without in any way limitingthe generality of the foregoing, permits, licenses, agreements, easements, subdivisions,development, site plan, zoning, rights-of-way, sidewalks, public ways, as well as rights inthe nature of easements or servitudes for sewers, drains, gas and water mains or electriclight and power or telephone and telegraph conduits, poles, wires and cables), whichwould not reasonably be expected to have a Material Adverse Effect for the purposes forwhich the Leased Locations and the Owned Real Property are held or used;

7. any privilege in favour of any lessor, licensor or permitter for rent or payment to becomedue or for other obligations or acts, the performance of which is required under contracts

1 Capitalized terms that are not defined in this Schedule B shall have the meanings given to them in the APA.

33

(including the Personal Property Leases and the Assumed Real Property Leases) forming part of the Purchased Assets so long as the payment of or the performance of such other obligation or act is not delinquent and provided that such Encumbrances or privileges do not materially adversely affect the use or the operation of the assets affected thereby; and

8. any amendment, supplement, replacement, extension or renewal of any of the foregoingfrom time to time.

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SCHEDULE C

FORM OF OPTION CERTIFICATE






AND C A REALTY LTD.

Applicants

OPTION CERTIFICATE

RECITALS

A. Pursuant to an Order of the Court dated , 2015 (the “Approval and Vesting Order”),

the Court approved the asset purchase agreement made as of September 16, 2015 (the “APA”)

between Co-op Atlantic and Co-op Energy Ltd. (the “Vendors”) and CST Canada Co. and

provided for the vesting in CST Canada Co. or such other person as CST Canada Co. may

designate with the consent of the Vendors (the “Purchaser”) all of the Vendors’ right, title and

interest in and to the Option Assets, as that term is defined in the Approval and Vesting Order,

on the terms set out in the Approval and Vesting Order and effective upon the filing by the

Purchaser of a certificate with the Court confirming that the applicable Option Assets have been

so acquired.

B. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in

the APA.

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THE PURCHASER AND THE VENDORS HEREBY CERTIFY the following:

1. The Purchaser has acquired the Option Assets specified below in accordance with the

APA;

[Insert Description of Option Assets acquired by Purchaser]

2. The Option Assets were acquired as of the ____ day of ________________, 2015.

[The remainder of this page has been left intentionally blank.]

36

VENDORS

CO-OP ATLANTIC

Per: Name: Title:

Per: Name: Title:

CO-OP ENERGY LTD.

Per: Name: Title:

Per: Name: Title:

PURCHASER

CST CANADA CO.

Per: Name: Title:

Per: Name: Title:

6496341 [Signature Page to Option Certificate]

37





APPROVAL AND VESTING ORDER






38

TAB 3




THE HONOURABLE

JUSTICE STEPHENSON

) ) )

THURSDAY, THE 1ST




AND C A REALTY LTD.

PROPERTY MANAGEMENT TRANSITION / MONITOR APPROVAL ORDER

THIS MOTION, made by Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd.

(collectively, the “Applicants”), pursuant to the Companies’ Creditors Arrangement Act, R.S.C.

1985, c. C-36, as amended (the “CCAA”) was heard this day at 145 Assumption Boulevard,

Moncton, New Brunswick.

ON READING the affidavit of Bryan Inglis sworn September 25, 2015 and the exhibits

thereto (the “Inglis Affidavit”) and the Third Report of KPMG Inc. in its capacity as Court-

appointed CCAA monitor of the Applicants (the “Monitor”) dated , 2015 (the “Monitor’s

Third Report”), and on hearing the submissions of counsel for the Applicants, the Monitor,

National Bank of Canada and such other counsel as were present and wished to be heard, and on

reading the affidavit of service of sworn , 2015,

SERVICE AND DEFINITIONS

1. THIS COURT ORDERS that the time for service and notice of this Motion is hereby

abridged and validated and this Motion is properly returnable today without further service or

notice thereof.

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2. THIS COURT ORDERS that, unless otherwise indicated or defined herein, capitalized

terms used in this Order shall have the meanings given to them in the Inglis Affidavit.

APPROVAL OF PROPERTY MANAGEMENT TRANSITION

3. THIS COURT ORDERS that the Property Management Transition is hereby approved,

and, subject to the further consent of the Monitor, the Applicants are hereby authorized to

proceed with the transactions described in the non-binding term sheet appended as Exhibit “C” to

the Inglis Affidavit, subject to such minor amendments as agreed by the Applicants and Newco

with the consent of the Monitor (the “Term Sheet”). The Applicants are hereby authorized to

take such additional steps and execute such additional documents as may be necessary or

desirable for the completion of the Property Management Transition in accordance with the

Term Sheet.

MONITOR’S REPORTS AND ACTIVITIES

4. THIS COURT ORDERS that the First Report of the Monitor dated July 16, 2015, the

Second Report of the Monitor dated September 11, 2015 and the Monitor’s Third Report

(collectively, the “Reports”), and the activities of the Monitor as set out in the Reports, are

hereby approved.

GENERAL


regulatory or administrative body having jurisdiction in Canada or outside Canada 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.

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6. THIS COURT ORDERS that this Order and all of its provisions are effective as of

12:01 a.m. Atlantic Standard/Daylight Time on the date of this Order.

Dated at Moncton, New Brunswick this 1st

day of October, 2015.

____________________________________

41





PROPERTY MANAGEMENT TRANSITION / MONITOR APPROVAL ORDER






42

TAB 4




THE HONOURABLE

JUSTICE STEPHENSON

) ) )

THURSDAY, THE 1ST




AND C A REALTY LTD.

CLAIMS PROCEDURE ORDER

THIS MOTION, made by Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd.

(collectively, the “Applicants”), pursuant to the Companies’ Creditors Arrangement Act, R.S.C.

1985, c. C-36, as amended (the “CCAA”) was heard this day at 145 Assumption Boulevard,

Moncton, New Brunswick.

ON READING the affidavit of Bryan Inglis sworn September 25, 2015 and the exhibits

thereto (the “Inglis Affidavit”) and the Third Report of KPMG Inc. (the “Monitor’s Third

Report”) in its capacity as the Court-appointed CCAA monitor of the Applicants (the

“Monitor”), and on hearing the submissions of counsel for the Applicants, the Monitor, National

Bank of Canada and such other counsel as were present and wished to be heard, and on reading

the affidavit of service of sworn , 2015.

SERVICE AND DEFINITIONS

1. THIS COURT ORDERS that the time for service and notice of this Motion is hereby

abridged and validated and this Motion is properly returnable today without further service or

notice thereof.

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- 2 - 2. THIS COURT ORDERS that, for the purposes of this Order (the “Claims Procedure

Order”), in addition to terms defined elsewhere herein, the following terms shall have the

following meanings:

(a) “Assessments” means Claims of Her Majesty the Queen in Right of Canada or of

any Province or Territory or Municipality or any other taxation authority in any

Canadian or foreign jurisdiction, including, without limitation, amounts which

may arise or have arisen under any notice of assessment, notice of reassessment,

notice of objection, notice of appeal, audit, investigation, demand or similar

request from any taxation authority;

(b) “Business Day” means a day, other than a Saturday or a Sunday, on which banks

are generally open for business in Moncton, New Brunswick;

(c) “CCAA Proceedings” means these proceedings of the Applicants pursuant to the

Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended;

(d) “Claim” means:

(i) any right or claim of any Person against any one or more of the Applicants, whether or not asserted, in connection with any indebtedness, liability or obligation of any kind of any one or more of the Applicants in existence on the Filing Date, and any interest accrued thereon or costs payable in respect thereof, whether or not such right or claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present, future, known, unknown, by guarantee, by surety or otherwise, and whether or not such right is executory or anticipatory in nature, including any Assessment and any right or ability of any Person to advance a claim for contribution or indemnity or otherwise with respect to any matter, action, cause or chose in action, whether existing at present or commenced in the future, which indebtedness, liability or obligation is based in whole or in part on facts that existed prior to the Filing Date and any other claims that would have been claims provable in bankruptcy had such Applicant become bankrupt on the Filing Date, including for greater certainty any Equity Claim and any claim against any of the Applicants for indemnification by any Director or Officer in respect of a Director/Officer Claim (but excluding any such claim for indemnification that is covered by the Directors’ Charge (as defined in the Initial CCAA Order)) (each, a “Prefiling Claim”, and collectively, the “Prefiling Claims”);

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- 3 - (ii) any right or claim of any Person against any one or more of the Applicants

in connection with any indebtedness, liability or obligation of any kind whatsoever owed by any such Applicant to such Person arising out of (A) the restructuring, disclaimer, resiliation, termination or breach by such Applicant on or after the Filing Date of any contract, lease or other agreement whether written or oral, or (B) any other action taken by one or more of the Applicants on or after the Filing Date (each, a “Restructuring Period Claim”, and collectively, the “Restructuring Period Claims”); and

(iii) any right or claim of any Person against one or more of the Directors and/or Officers howsoever arising, whether or not such right or claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, unsecured, perfected, unperfected, present, future, known, or unknown, by guarantee, surety or otherwise, and whether or not such right is executory or anticipatory in nature, including any Assessment and any right or ability of any Person to advance a claim for contribution or indemnity or otherwise with respect to any matter, action, cause or chose in action, whether existing at present or commenced in the future, for which any Director or Officer is alleged to be, by statute or otherwise by law or equity, liable to pay in his or her capacity as a Director or Officer (each a “Director/Officer Claim”, and collectively, the “Director/Officer Claims”),

provided that “Claim” shall not include any right or claim in respect of an amount

owing to a Person by one or more of the Applicants that is secured by a Charge

(as defined in the Initial CCAA Order);

(e) “Claims Bar Date” means 5:00 p.m. (Atlantic Time) on November 15, 2015, or

such later date as may be ordered by the Court;

(f) “Court” means the Court of Queen’s Bench of New Brunswick (Trial Division);

(g) “Creditor” means any Person having or asserting a Claim;

(h) “Directors” means all current and former directors (or their estates) of the

Applicants, in such capacity, and “Director” means any one of them;

(i) “Disputed Claim” means a Claim or such portion thereof which is not barred by

any provision of this Claims Procedure Order, which has not been allowed as a

Claim, which is disputed for voting and/or distribution purposes in accordance

with this Claims Procedure Order, and which remains subject to adjudication for

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- 4 - voting and/or distribution purposes in accordance with this Claims Procedure

Order;

(j) “Dispute Notice” means the dispute notice substantially in the form attached

hereto as Schedule “E”;

(k) “Equity Claim” has the meaning set forth in Section 2(1) of the CCAA;

(l) “Filing Date” means the date of the Initial CCAA Order;

(m) “Initial CCAA Order” means the Initial Order under the CCAA dated June 25,

2015, as amended, restated or varied from time to time;

(n) “Instruction Letter” means the instruction letter to Creditors, in substantially the

form attached as Schedule “A” hereto, regarding completion by Creditors of the

Proof of Claim;

(o) “Known Creditors” means with respect to each of the Applicants or any of them,

or the Directors or Officers or any of them:

(i) those Creditors that the books and records of the Applicants disclose were owed monies by the Applicants as of the Filing Date, where such monies remain unpaid in full or in part as of the date hereof;

(ii) any Person who commenced a legal proceeding against an Applicant or one or more Directors or Officers in respect of a Claim, which legal proceeding was commenced and served prior to the Filing Date; and

(iii) any other Creditor of whom the Applicants have knowledge as at the date of this Claims Procedure Order and for whom the Applicants have a current address or other contact information;

(p) “Meeting” means a meeting of the Creditors of the Applicants called for the

purpose of considering and voting in respect of a Plan;

(q) “Notice of Revision or Disallowance” means a notice, substantially in the form

attached as Schedule “D” hereto, advising a Person that the Applicants have

revised or disallowed all or part of its Proof of Claim for the proposes of voting

and/or distribution, and providing the reasons for the revision or disallowance;

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- 5 - (r) “Notice to Creditors” means the notice to Creditors for publication in

substantially the form attached as Schedule “B” hereto;

(s) “Officers” means all current and former officers (or their estates) of the

Applicants, in such capacity, and “Officer” means any one of them;

(t) “Person” means any individual, partnership, limited partnership, joint venture,

trust, corporation, unincorporated organization, government or agency or

instrumentality thereof, or any other corporate, executive, legislative, judicial,

regulatory or administrative entity howsoever designated or constituted,

including, without limitation, any present or former shareholder, supplier,

customer, employee, agent, client, contractor, lender, lessor, landlord, sub-

landlord, tenant, sub-tenant, licensor, licensee, partner or advisor;

(u) “Plan” means a plan of compromise or arrangement filed by one or more of the

Applicants within the CCAA Proceedings;

(v) “Proof of Claim” means a Proof of Claim form in substantially the form attached

hereto as Schedule “C”;

(w) “Proof of Claim Document Package” means a document package that includes a

copy of the Instruction Letter, the Proof of Claim, the Notice to Creditors and

such other materials as the Monitor and the Applicants may consider appropriate

or desirable; and

(x) “Restructuring Period Claims Bar Date” means, in respect of a Restructuring

Period Claim, 5:00 p.m. (Atlantic Time) on the day that is the later of (i)

November 15, 2015 and (ii) seven (7) Business Days after the effective date of the

termination, repudiation or resiliation of the applicable agreement or other event

giving rise to the applicable Restructuring Period Claim.

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- 6 - GENERAL PROVISIONS

3. THIS COURT ORDERS that all references as to time herein shall mean Atlantic Time

and any reference to an event occurring on a Business Day shall mean prior to 5:00 p.m. on such

Business Day unless otherwise indicated herein.

4. THIS COURT ORDERS that all references to the word “including” shall mean

“including without limitation”.

5. THIS COURT ORDERS that all references to the singular herein include the plural, the

plural include the singular, and any gender includes the other gender.

6. THIS COURT ORDERS that the Applicants and the Monitor are hereby authorized to

use reasonable discretion as to the adequacy of compliance with respect to the manner in which

forms delivered hereunder are completed and executed, and may, where they are satisfied that a

Claim has been adequately proven, waive strict compliance with the requirements of this Claims

Procedure Order as to completion, execution and time of delivery of such forms and to request

any further documentation from a Creditor that the Applicants or the Monitor may require in

order to enable them to determine the validity of a Claim.

7. THIS COURT ORDERS that all Claims shall be denominated in Canadian dollars. Any

Claims denominated in a foreign currency shall be converted to Canadian dollars at the Bank of

Canada noon exchange rate in effect on the Filing Date. For greater certainty, U.S. dollar

denominated claims shall be converted at the Bank of Canada Canadian/U.S. dollar noon

exchange rate in effect on the Filing Date.

8. THIS COURT ORDERS that copies of all forms delivered hereunder, as applicable, and

determinations of Claims by the Court shall be maintained by the Monitor.

9. THIS COURT ORDERS that, notwithstanding anything to the contrary herein, the

Applicants may, with the consent of the Monitor, refer any Claim for resolution to the Court,

where in the Applicants’ view such a referral is preferable or necessary for the resolution or

determination of the Claim.

48

- 7 - 10. THIS COURT ORDERS that the Applicants may, with the consent of the Monitor,

apply to this Court for an Order appointing a claims officer to resolve one or more Disputed

Claims on such terms and in accordance with such process as may be ordered by this Court.

ROLE OF THE MONITOR

11. THIS COURT ORDERS that the Monitor, in addition to its prescribed rights, duties,

responsibilities and obligations under the CCAA and under the Initial CCAA Order, shall assist

the Applicants in the administration of the claims procedure provided for herein, including the

assessment of Claims of Creditors, and is hereby directed and empowered to take such other

actions and fulfill such other roles as are contemplated by this Claims Procedure Order.

12. THIS COURT ORDERS that the Monitor shall (i) have all protections afforded to it by

the CCAA, this Claims Procedure Order, the Initial CCAA Order, any Orders of the Court in

these proceedings and other applicable law in connection with its activities in respect of this

Claims Procedure Order, including the stay of proceedings in its favour provided pursuant to the

Initial CCAA Order; and (ii) incur no liability or obligation as a result of carrying out the

provisions of this Claims Procedure Order, other than in respect of gross negligence or wilful

misconduct.

NOTICE TO CREDITORS

13. THIS COURT ORDERS that:

(a) the Monitor shall, not later than five (5) Business Days following the granting of

the Claims Procedure Order, dispatch by ordinary mail on behalf of each of the

Applicants to each of the Known Creditors a copy of the Proof of Claim

Document Package;

(b) the Monitor shall cause to be published on or before October 8, 2015, the Notice

to Creditors in the following newspapers: (i) The Globe and Mail (National

Edition); (ii) The Telegraph-Journal; and (iii) L’Étoile;

(c) the Monitor shall dispatch by ordinary mail as soon as reasonably possible

following receipt of a request therefor, a copy of the Proof of Claim Document

49

- 8 - Package to any Person claiming to be a Creditor and requesting such material in

writing; and

(d) the Monitor shall post a copy of this Claims Procedure Order, the Applicants’

Motion Record in respect of this Claims Procedure Order and the Proof of Claim

Document Package on its website at http://www.kpmg.com/ca/coopatlantic.

14. THIS COURT ORDERS that the Monitor shall be entitled to rely on the accuracy and

completeness of the information obtained from the books and records of the Applicants

regarding the Known Creditors. For greater certainty, the Monitor shall have no liability in

respect of the information provided to it or otherwise obtained by it regarding the Known

Creditors and shall not be required to conduct any independent inquiry and/or investigation with

respect to that information.

PROOFS OF CLAIM

15. THIS COURT ORDERS that all Proofs of Claim, including all supporting

documentation in respect of the Claims set out therein, must be served upon and received by the

Monitor on or before the Claims Bar Date in order to be effective, and any Person that does not

deliver a Proof of Claim in respect of a Claim in the manner required by this Claims Procedure

Order on or before the Claims Bar Date:

(a) shall not be entitled to attend or vote at a Meeting in respect of such Claim;

(b) shall not be entitled to receive any distribution in respect of such Claim pursuant

to a Plan;

(c) shall not be entitled to any further notice in the CCAA Proceedings (unless it has

otherwise sought to be included on the service list); and

(d) shall be and is hereby forever barred from making or enforcing such Claim (other

than a Restructuring Period Claim, as applicable) against the Applicants or any of

them, or the Directors or Officers or any of them, and such Claim shall be and is

hereby extinguished without any further act or notification.

50

- 9 - 16. THIS COURT ORDERS that, notwithstanding anything to the contrary in paragraph 15

hereof, the following shall apply with respect to any Restructuring Period Claims:

(a) any notices of disclaimer or resiliation delivered to Creditors by the Applicants or

the Monitor after the Filing Date shall be accompanied by a Proof of Claim

Document Package;

(b) the Monitor shall send a Proof of Claim Document Package to any Person

claiming to be a Creditor and who makes a request therefor in respect of a

Restructuring Period Claim prior to the applicable Restructuring Period Claims

Bar Date;

(c) any Person that wishes to assert a Restructuring Period Claim must deliver a

completed Proof of Claim to the Monitor such that it is received by the Monitor

on or before the applicable Restructuring Period Claims Bar Date; and

(d) any Person that does not deliver a Proof of Claim in respect of a Restructuring

Period Claim to the Monitor in the manner required by this Claims Procedure

Order on or before the applicable Restructuring Period Claims Bar Date:

(i) shall not be entitled to attend or vote at a Meeting in respect of such Restructuring Period Claim;

(ii) shall not be entitled to receive any distribution in respect of such Restructuring Period Claim pursuant to a Plan;

(iii) shall not be entitled to any further notice in the CCAA Proceedings (unless it has otherwise sought to be included on the service list); and

(iv) shall be and is hereby forever barred from making or enforcing such Restructuring Period Claim against the Applicants or any of them, and such Restructuring Period Claim shall be and is hereby extinguished without any further act or notification.

SET-OFF

17. THIS COURT ORDERS that the Applicants may set-off (whether by way of legal,

equitable or contractual set-off) against payments, obligations or other distributions to be made

to any Creditor, any claims of any nature whatsoever that the Applicants may have against such

Creditor; however, neither the failure to do so nor the allowance of any Claim hereunder shall

51

- 10 - constitute a waiver or release by the Applicants of any such claim that the Applicants may have

against such Creditor.

TRANSFER OF CLAIMS

18. THIS COURT ORDERS that if, after the Filing Date, the holder of a Claim transfers or

assigns the whole of such Claim to another Person, neither the Monitor nor the Applicants shall

be obligated to give notice or otherwise deal with the transferee or assignee of such Claim in

respect thereof unless and until written notice of such transfer or assignment, together with

satisfactory evidence of such transfer or assignment, shall have been received and acknowledged

by the Applicants and the Monitor in writing, and thereafter such transferee or assignee shall for

the purposes hereof constitute the “Creditor” in respect of such Claim. Any such transferee or

assignee of a Claim shall be bound by any notices given or steps taken in respect of such Claim

in accordance with this Claims Procedure Order prior to receipt and acknowledgement by the

Applicants and the Monitor of satisfactory evidence of such transfer or assignment. After the

acknowledgement by the Applicants and the Monitor of satisfactory evidence of the transfer or

assignment of a Claim, the Applicants and the Monitor shall thereafter be required only to deal

with the transferee or assignee and not the original holder of the Claim. A transferee or assignee

of a Claim takes the Claim subject to any rights of set-off to which the Applicants may be

entitled with respect to such Claim. For greater certainty, a transferee or assignee of a Claim is

not entitled to set-off, apply, merge, consolidate or combine any Claims assigned or transferred

to it against or on account or in reduction of any amounts owing by such Person to the

Applicants. Reference to transfer in this Claims Procedure Order includes a transfer or

assignment whether absolute or intended as security.

CLAIMS RESOLUTION PROCESS

19. THIS COURT ORDERS that following delivery of one or more Proofs of Claim to the

Monitor on or before the Claims Bar Date or Restructuring Period Claims Bar Date, as

applicable, the following provisions shall apply to each Proof of Claim, which, for greater

certainty, includes Proofs of Claim in respect of a Director/Officer Claim:

(a) The Applicants, with the assistance of the Monitor, shall review each Proof of

Claim received by the Claims Bar Date or the Restructuring Period Claims Bar

52

- 11 - Date, as applicable, and shall either allow, partially allow or disallow a Proof of

Claim for voting and/or distribution purposes. Where a Proof of Claim is allowed

in its entirety, the Applicants and the Monitor need do nothing further and the

Claim set out in the applicable Proof of Claim is deemed to be admitted unless a

Notice of Revision or Disallowance is delivered to the applicable Person (or its

counsel, if applicable) in respect of such Claim. Where a Proof of Claim is

partially disallowed or disallowed in its entirety, the Monitor shall send a Notice

of Revision or Disallowance to the applicable Person (or its counsel, if

applicable), which Notice of Revision or Disallowance shall state whether such

Proof of Claim has been partially disallowed or disallowed in its entirety for

voting and/or distribution purposes and the reasons therefor. The Applicants may

allow a Claim for voting purposes and may revise or disallow the Claim for

distribution purposes provided they do so in the Notice of Revision or

Disallowance.

(b) A Person that wishes to dispute a decision of the Applicants made pursuant to

subparagraph (a) above may dispute such decision by delivering a Dispute Notice

to the Monitor within ten (10) Business Days of the delivery to the Person of the

Notice of Revision or Disallowance. Such Person shall specify therein the details

of the dispute with respect to its Claim and shall specify whether it disputes the

determination of the Claim for voting and/or distribution purposes, as applicable.

A Person may accept a determination of a Claim for voting purposes as set out in

the Notice of Revision or Disallowance and may dispute the determination of the

Claim for distribution purposes, provided that it does so in its Dispute Notice and

such Dispute Notice is received by the Monitor in accordance with this

subparagraph (b). A determination of a Claim for voting purposes does not in any

way affect and is without prejudice to the process to determine such Claim for

distribution purposes.

(c) At the discretion of the Applicants, and with the consent of the Monitor, a dispute

made pursuant to subparagraph (b) above may be heard: (i) by this Court,

returnable on such date as this Court may permit; or (ii) by a claims officer, to be

appointed by further order of this Court upon application of the Applicants, with

53

- 12 - the consent of the Monitor. Any dispute heard by this Court shall be heard as a

hearing de novo with such further rights of appeal as may be provided for under

the laws of New Brunswick.

(d) The ability of the Person holding the Disputed Claim to vote its Disputed Claim at

a Meeting and the effect of casting any such vote will be governed by further

Order of this Court in respect of voting at the Meetings.

(e) If a Person having received a Notice of Revision or Disallowance does not dispute

same in accordance with and by the deadline set forth in subparagraph (b) above,

the Person’s Claim shall be deemed to be as determined in the Notice of Revision

or Disallowance, and any and all rights to dispute the Claim as determined in the

Notice of Revision or Disallowance or to otherwise assert or pursue such Claim

other than as determined in the Notice of Revision or Disallowance, shall be

forever extinguished and barred without further act or notification, and if such

Claim is thereby disallowed in full, such Person:

(i) shall not be entitled to attend or vote at a Meeting in respect of such Claim;

(ii) shall not be entitled to receive any distribution in respect of such Claim pursuant to a Plan;

(iii) shall not be entitled to any further notice in the CCAA Proceedings (unless it has otherwise sought to be included on the service list); and

(iv) shall be and is hereby forever barred from making or enforcing such Claim against the Applicants or any of them, or the Directors or Officers or any of them, and such Claim shall be and is hereby extinguished without any further act or notification.

SERVICE AND NOTICE

20. THIS COURT ORDERS that the Applicants and the Monitor may, unless otherwise

specified by this Claims Procedure Order, serve and deliver or cause to be served and delivered

the Proof of Claim Document Package, any letters, notices or other documents to Creditors or

any other interested Person by forwarding true copies thereof by prepaid ordinary mail, courier,

personal delivery, facsimile transmission or email to such Persons or their counsel at the physical

or electronic address, as applicable, last shown on the books and records of the Applicants or set

54

- 13 - out in such Creditor’s Proof of Claim, if one has been filed. Any such service and delivery shall

be deemed to have been received: (i) if sent by ordinary mail, on the third Business Day after

mailing within Canada, and the fifth Business Day after mailing internationally; (ii) if sent by

courier or personal delivery, on the next Business Day following dispatch; and (iii) if delivered

by facsimile transmission or email by 5:00 p.m. on a Business Day, on such Business Day and if

delivered after 5:00 p.m. or other than on a Business Day, on the following Business Day.

21. THIS COURT ORDERS that any notice or communication required to be provided or

delivered by a Creditor to the Monitor or the Applicants under this Claims Procedure Order shall

be in writing in substantially the form, if any, provided for in this Claims Procedure Order and

will be sufficiently given only if delivered by prepaid registered mail, courier, personal delivery

or email addressed to:

If to the Applicants:

Co-op Atlantic P.O. Box 750 123 Halifax Street Moncton, NB E1C 8N5

Attention: Judy Cairns Fax: 506-858-6475 Email: [email protected]

c/o Goodmans LLP Bay Adelaide Centre 333 Bay Street, Suite 3400 Toronto, ON M5H 2S7

Attention: Robert Chadwick / Logan Willis Fax: 416-979-1234 Email: [email protected] / [email protected]

If to the Monitor:

KPMG Inc., in its capacity as Court-appointed Monitor of Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd. Claims Procedure Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5

Attention: Anamika Gadia / George Bourikas

55

- 14 - Fax: 416-777-3883 Email: [email protected] / [email protected]

With a copy to:

Blake, Cassels & Graydon LLP Commerce Court West 199 Bay Street, Suite 4000 Toronto, ON M5L 1A9

Attention: Pamela Huff / Chris Burr Fax: 416-863-2653 Email: [email protected] / [email protected]

Any such notice or communication delivered by a Creditor shall be deemed to be received upon

actual receipt thereof during normal business hours on a Business Day or if delivered outside of

normal business hours, the next Business Day.

22. THIS COURT ORDERS that the publication of the Notice to Creditors and the mailing

of the Proof of Claim Document Packages as set out in this Claims Procedure Order shall

constitute good and sufficient notice to Creditors of the Claims Bar Date, the Restructuring

Period Claims Bar Date and the other deadlines and procedures set forth herein, and that no other

form of notice or service need be given or made on any Person, and no other document or

material need be served on any Person in respect of the claims procedure described herein.

23. THIS COURT ORDERS that in the event that this Claims Procedure Order is

subsequently amended by further Order of the Court, the Applicants shall serve notice of such

amendment on the service list in these proceedings and the Monitor shall post such further Order

on the Monitor’s website and such posting shall constitute adequate notice to all Persons of such

amended Claims Procedure Order.

GENERAL

24. THIS COURT ORDERS that notwithstanding any other provisions of this Claims

Procedure Order, the solicitation by the Monitor or the Applicants of Proofs of Claim, the

delivery of Proof of Claim Document Packages to Known Creditors, and the filing by any Person

of any Proof of Claim shall not, for that reason only, grant any Person any standing in the CCAA

Proceedings or rights under a Plan.

56

- 15 - 25. THIS COURT ORDERS that nothing in this Claims Procedure Order shall constitute or

be deemed to constitute an allocation or assignment of Claims into particular classes for the

purpose of the Plan and, for greater certainty, the treatment of Claims, or any other claims and

the classification of Creditors for voting and distribution purposes shall be subject to the terms of

a Plan or further Order of this Court.

26. THIS COURT ORDERS that, except as expressly provided herein, the determination of

Claims pursuant to this Claims Procedure Order shall apply for all purposes in these proceedings

and any proceedings under the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, unless

otherwise further ordered by the Court.

27. THIS COURT ORDERS that the Applicants or the Monitor may from time to time

apply to this Court to amend, vary, supplement or replace this Claims Procedure Order or for

advice and directions concerning the discharge of their respective powers and duties under this

Claims Procedure Order or the interpretation or application of this Claims Procedure Order.


regulatory or administrative body having jurisdiction in Canada or outside Canada to give effect

to this Claims Procedure Order and to assist the Applicants, the Monitor and their respective

agents in carrying out the terms of this Claims Procedure 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 Claims Procedure 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 Claims Procedure Order.

29. THIS COURT ORDERS that this Claims Procedure Order and all of its provisions are

effective as of 12:01 a.m. Atlantic Time on the date of this Claims Procedure Order.

Dated at Moncton, New Brunswick this 1st

day of October, 2015.

____________________________________

57

- 16 - SCHEDULE “A”

INSTRUCTION LETTER FOR THE CLAIMS PROCEDURE OF:

Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd. (collectively, the “Applicants”) and/or their Directors or Officers

A. CLAIMS PROCEDURE

By Order of the Court of Queen’s Bench of New Brunswick (Trial Division) made October 1, 2015 (the “Claims Procedure Order”), the Court-appointed Monitor of the Applicants, KPMG Inc. (the “Monitor”), has been authorized to assist the Applicants in conducting a claims procedure (the “Claims Procedure”) with respect to certain claims against the Applicants and their present or former Directors and Officers (“Directors/Officers”) in accordance with the terms of the Claims Procedure Order.

Unless otherwise defined, all capitalized terms used herein shall have the meaning given to those terms in the Claims Procedure Order.

This letter provides instructions for responding to or completing the Proof of Claim. Reference should be made to the Claims Procedure Order for a complete description of the Claims Procedure. The Claims Procedure Order, the Proof of Claim Document Package, additional Proofs of Claim and related materials may be accessed from the Monitor’s website at http://www.kpmg.com/ca/coopatlantic.

The Claims Procedure is intended for any Person with any Claims of any kind or nature whatsoever against any or all of the Applicants or the Directors/Officers of the Applicants, whether liquidated, unliquidated, contingent or otherwise. Please review the enclosed material for the complete definitions of “Claim”, “Prefiling Claim”, “Restructuring Period Claim” and “Director/Officer Claim” to which the Claims Procedure applies.

A separate Proof of Claim form should be completed for each Applicant against which you are asserting a Claim, and a separate Proof of Claim form should be completed for the Directors/Officers if you are asserting a Director/Officer Claim.

All notices and enquiries with respect to the Claims Procedure should be addressed to:

KPMG Inc., in its capacity as Court-appointed Monitor of Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd. Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5

Attention: George Bourikas Telephone: 1-855-393-3546

58

- 17 - Facsimile: 416-777-3883 E-mail: [email protected]

B. FOR CREDITORS SUBMITTING A PROOF OF CLAIM

If you believe that you have a Claim against one or more of the Applicants or the Directors of Officers of the Applicants, you must file a Proof of Claim with the Monitor.

All Proofs of Claim for Prefiling Claims (i.e. Claims against the Applicants arising prior to the Filing Date) and all Director/Officer Claims must be received by the Monitor before 5:00 p.m. (Atlantic Time) on November 15, 2015 (the “Claims Bar Date”).

All Proofs of Claim for Restructuring Period Claims (i.e. Claims against the Applicants arising on or after the Filing Date) must be received by the Monitor before 5:00 p.m. on the date that is seven (7) Business Days after the effective date of the termination, repudiation or resiliation of the agreement or other event giving rise to the Restructuring Period Claim (the “Restructuring Period Claims Bar Date”).

PROOFS OF CLAIM MUST BE RECEIVED BY THE CLAIMS BAR DATE OR RESTRUCTURING PERIOD CLAIMS BAR DATE, AS APPLICABLE, OR THE APPLICABLE CLAIM WILL BE FOREVER BARRED AND EXTINGUISHED. If you do not file a Proof of Claim in respect of a Claim by the Claims Bar Date or the Restructuring Period Claims Bar Date, as applicable, you shall not be entitled to vote at any Meeting regarding a Plan or participate in any distribution under a Plan in respect of such Claims.

All Claims denominated in foreign currency shall be converted to Canadian dollars at the Bank of Canada noon spot rate of exchange for the applicable currency in effect as of the date of the Initial CCAA Order.

Additional Proof of Claim forms can be obtained by contacting the Monitor at the telephone numbers and address indicated above and providing particulars as to your name, address and facsimile number.

DATED at this day of October, 2015.

KPMG Inc.

59

SCHEDULE “B”`

NOTICE TO CREDITORS AND OTHERS OF FILING OF CLAIMS AS AGAINST:


RE: NOTICE OF CLAIMS PROCEDURE AND CLAIMS BAR DATE

This notice is being published pursuant to an Order of the Court of Queen’s Bench of New Brunswick (Trial Division) made October 1, 2015 (the “Claims Procedure Order”). The Court has ordered that the Court-appointed Monitor of the Applicants, KPMG Inc. (the “Monitor”), assist the Applicants with conducting a claims procedure (the “Claims Procedure”) with respect to certain claims against the Applicants and their present and former Directors and Officers (“Directors/Officers”). The Monitor is required to send Proof of Claim Document Packages to the Applicants’ Known Creditors. All capitalized terms herein shall have the meaning given to those terms in the Claims Procedure Order.

The Claims Procedure Order, the Proof of Claim Document Package, additional Proofs of Claim and related materials may be accessed from the Monitor’s web site at http://www.kpmg.com/ca/coopatlantic.

THE CLAIMS BAR DATE is 5:00 p.m. (Atlantic Time) on November 15, 2015. Proofs of Claim in respect of Prefiling Claims and Director/Officer Claims must be completed and filed with the Monitor on or before the Claims Bar Date.

THE RESTRUCTURING PERIOD CLAIMS BAR DATE is 5:00 p.m. (Atlantic Time) on the date that is seven (7) Business Days after the effective date of the termination, repudiation or resiliation of the agreement or other event giving rise to the Restructuring Period Claim. Proofs of Claim in respect of Restructuring Period Claims must be completed and filed with the Monitor on or before the Restructuring Period Claims Bar Date.

PROOFS OF CLAIM MUST BE RECEIVED BY THE MONITOR BY THE CLAIMS BAR DATE OR RESTRUCTURING PERIOD CLAIMS BAR DATE, AS APPLICABLE, OR THE CLAIM WILL BE FOREVER BARRED AND EXTINGUISHED. If you do not file a Proof of Claim in respect of a Claim by the Claims Bar Date or the Restructuring Period Claims Bar Date, as applicable, you shall not be entitled to vote at any Meeting regarding a Plan or participate in any distribution under a Plan in respect of such Claims.

Reference should be made to the enclosed material for the complete definitions of “Claim”, “Prefiling Claim”, “Restructuring Period Claim” and “Director/Officer Claim” to which the Claims Procedure applies.

The Monitor can be contacted at the following address to request a Proof of Claim Document Package or for any other notices or enquiries with respect to the Claims Procedure:

60

- 2 - KPMG Inc., in its capacity as Court-appointed Monitor of Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd. Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5

Attention: George Bourikas Telephone: 1-855-393-3546 Facsimile: 416-777-3883 E-mail: [email protected]

DATED at this day of October, 2015.

KPMG Inc.

61

SCHEDULE “C”






AND C A REALTY LTD.

PROOF OF CLAIM

Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd. (each, a “Debtor” and collectively, the “Debtors”) and/or their Directors or Officers

Please read carefully the enclosed Instruction Letter for completing this Proof of Claim.

I. PARTICULARS OF CREDITOR:

1. Full Legal Name of Creditor:

________________________________________________________ (the “Creditor”).

2. Full Mailing Address of the Creditor:

_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

3. Telephone Number: _________________________

62

- 2 - 4. E-Mail Address: _________________________

5. Facsimile Number: _________________________

6. Attention (Contact Person): _______________________________

7. Have you acquired this Claim by assignment?

Yes: □ No: □ (if yes, attach documents evidencing assignment)

If Yes, Full Legal Name of Original Creditor(s): _________________________

II. PROOF OF CLAIM:

1. I, ______________________________________________________________

(name of Creditor or Representative of the Creditor), of

______________________________________________ do hereby certify:

(city and province)

(a) that I [check (√) one]

□ am the Creditor; OR

□ am _______________________________________ (state position or title) of

_________________________________________________________________;

(name of Creditor)

(b) that I have knowledge of all the circumstances connected with the Claim referred

to below;

63

- 3 - (c) that the Applicants and/or the Directors/Officers of the Applicants were and still

are indebted to the Creditor as follows:

(Claims in a foreign currency are to be converted to Canadian Dollars at the Bank of Canada noon spot rate as at June 25, 2015. The Canadian Dollar/U.S. Dollar rate of exchange on that date was CDN$1.2347 / USD$1.00.)

(i) PRE-FILING CLAIMS AGAINST THE APPLICANTS:

$__________________(insert $ value of claim) CAD.

(ii) RESTRUCTURING PERIOD CLAIMS AGAINST THE APPLICANTS:


(iii) DIRECTOR/OFFICER CLAIMS AGAINST THE DIRECTORS/OFFICERS OF THE APPLICANTS:


(iv) TOTAL CLAIM:

$__________________(insert total of (i), (ii) and (iii) above) CAD.

III. NATURE OF CLAIM

(check (√) one and complete appropriate category)

(a) □ UNSECURED CLAIM OF $_____________________. In respect of this

debt, I do not hold any security and: (check (√) appropriate description)

(i) □ Regarding the amount of $ _________________, I do not claim a right

to a priority.

(ii) □ Regarding the amount of $ _________________, I claim a right to a

priority under section 136 of the Bankruptcy and Insolvency Act (Canada)

(the “BIA”) or would claim such a priority if this Proof of Claim were

64

- 4 - being filed in accordance with the BIA. (Set out on an attached sheet

details to support any priority claim.)

(b) □ SECURED CLAIM OF $ _____________ . In respect of this debt, I

hold security valued at $ _____________, particulars of which are attached to this

Proof of Claim form. (Give full particulars of the security, including the date on

which the security was given and the value at which you assess the security, and

attach a copy of the security documents.)

IV. PARTICULARS OF CLAIM

The particulars of the undersigned's total Claim (including Prefiling Claims, Restructuring Period Claims and Director/Officer Claims) are attached.

(Provide full particulars of the Claim and supporting documentation, including amount, description of transaction(s) or agreement(s) giving rise to the Claim, name of any guarantor(s) which has guaranteed the Claim, particulars and copies of any security and amount of Claim allocated thereto, date and number of all invoices, particulars of all credits, discounts, etc. claimed. If a claim is made against any Directors or Officers, specify the applicable Directors or Officers and the legal basis for the Claim against them.)

V. FILING OF CLAIM

For Prefiling Claims and all Director/Officer Claims, this Proof of Claim must be received by the Monitor before 5:00 p.m. (Atlantic Time) on November 15, 2015 (the “Claims Bar Date”).

For Restructuring Period Claims, this Proof of Claim must be received by the Monitor before 5:00 p.m. (Atlantic Time) on the date that is seven (7) Business Days after termination, repudiation or resiliation of the agreement or other event giving rise to the Restructuring Period Claim (the “Restructuring Period Claims Bar Date”).

In both cases, completed forms must be delivered by prepaid ordinary mail, courier, personal delivery or electronic or digital transmission at the following address:

KPMG Inc., in its capacity as Court-appointed Monitor of Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd. Bay Adelaide Centre

65

- 5 - 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5


(Failure to file your Proof of Claim as directed by the Claims Bar Date or Restructuring Period Claims Bar Date, as applicable, will result in your Claim being extinguished and barred and in you being prevented from making or enforcing a Claim against the applicable Debtor or Director/Officer, as applicable.)

Dated at________________ this ________day of _____________, 2015.

Signature of Creditor

66

SCHEDULE “D”

NOTICE OF REVISION OR DISALLOWANCE REGARDING CLAIMS AGAINST:

Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd. (the “Applicants”) and/or their Directors or Officers

TO: [insert name and address of creditor]

FROM: KPMG Inc., in its capacity as Court-appointed Monitor of the Applicants (the “Monitor”).

Terms not otherwise defined in this Notice have the meaning ascribed to them in the Order of the Court of Queen’s Bench of New Brunswick (Trial Division) (the “Court”) dated October 1, 2015 (the “Claims Procedure Order”). You can obtain a copy of the Claims Procedure Order on the Monitor’s website at http://www.kpmg.com/ca/coopatlantic, or by contacting the Monitor as set out below.

This Notice of Revision or Disallowance is issued pursuant to the Claims Procedure Order.

The Monitor has disallowed in full or in part your Claim, as set out in your Proof of Claim, for voting and/or distribution purposes, as set out below:

Type of Claim (Prefiling Claim, Restructuring Period Claim and/or Director/Officer Claim):

Claim Disallowed:

for voting purposes

for distribution purposes

for both voting and distribution purposes

67

- 2 -

Claim Against: Amount Per

Proof Of Claim Disallowed

Amount Allowed Amount

Allowed as

Secured Allowed as Unsecured

Co-op Atlantic $ $ $

Co-op Energy Ltd. $ $ $

C A Realty Ltd. $ $ $

Directors/Officers TOTAL $ $ $

REASONS FOR DISALLOWANCE:

If you intend to dispute this Notice of Revision or Disallowance, you must deliver a Dispute Notice, in the manner described in the Claims Procedure Order and in the form attached as Schedule “E” to the Claims Procedure Order, to the Monitor at the address listed below. Any such Dispute Notice must be delivered to the Monitor and the Applicants within ten (10) Business Days of receiving this Notice of Revision or Disallowance, in which case such Claim shall be treated as if the Claim had been entirely disallowed by the Monitor and will be reassessed, at the discretion of the Applicants, by the Court or by a claims officer appointed by Order of the Court. If you do not appeal this Notice of Revision or Disallowance in the prescribed manner and within the aforesaid time period, your Claim shall be deemed to be as set out in this Notice of Revision or Disallowance.

If you agree with the Notice of Revision or Disallowance, there is no need to file anything further with the Monitor.

The address of the Monitor is set out below:

KPMG Inc., in its capacity as Court-appointed Monitor of Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd. Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5

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IF YOU FAIL TO TAKE ACTION WITHIN THE PRESCRIBED TIME PERIOD, THIS NOTICE OF REVISION OR DISALLOWANCE WILL BE BINDING UPON YOU.

Dated at________________ this ________day of _____________, 2015.

KPMG Inc.

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SCHEDULE “E”






AND C A REALTY LTD.

DISPUTE NOTICE REGARDING A CLAIM AGAINST:


Pursuant to the Order of the Court of Queen’s Bench of New Brunswick (Trial Division) dated October 1, 2015 (the “Claims Procedure Order”), we hereby give you notice of our intention to dispute the Notice of Revision or Disallowance issued by the Monitor in respect of our Claim, as detailed below.

Claim No.: ______________________________________

Name of Claimant:

Complete Mailing Address of Claimant:

Telephone Number:

Facsimile Number:

Email Address:

Attention (Contact Person):

Amount as per Notice of Revision or Disallowance:

$

Date of Notice of Revision or Disallowance:

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Reasons for Dispute (please continue on additional pages if required - note also that you are required to attach to this Dispute Notice all relevant supporting documents on which you rely in support of your Claim(s))

Date:_______________________________

(Print name of Claimant or, if the Claimant is a corporation, the name of the Claimant and the name of the authorized signing officer of the corporation that is executing this Dispute Notice)

(Signature of Claimant or, if the Claimant is a corporation, the signature of the authorized signing officer of the corporation that is executing this Dispute Notice)

THIS NOTICE OF DISPUTE MUST BE RETURNED BY COURIER, PERSONAL DELIVERY, EMAIL OR FACSIMILE TO THE MONITOR WITHIN 10 BUSINESS

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DAYS OF THE DATE OF THE NOTICE OF REVISION OR DISALLOWANCE AT THE FOLLOWING ADDRESS:

The Monitor KPMG Inc., in its capacity as Court-appointed Monitor of Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd. Bay Adelaide Centre 333 Bay Street, Suite 4600 Toronto, ON M5H 2S5


IF YOU DO NOT DELIVER A DISPUTE NOTICE IN ACCORDANCE WITH THE FOREGOING AND THE CLAIMS PROCEDURE ORDER, THE VALIDITY AND QUANTUM OF YOUR CLAIM FOR VOTING AND DISTRIBUTION PURPOSES SHALL BE DEEMED TO BE AS SET OUT IN THE NOTICE OF REVISION OR DISALLOWANCE, AND SUCH DETERMINATION SHALL BE FINAL AND BINDING IN ALL RESPECTS.

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CLAIMS PROCEDURE ORDER






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TAB 5

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TAB A

100

101

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TAB B

151

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TAB C

320

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334


Applicants

Court File No: MM73-15


Trial Division


MOTION RECORD (Returnable October 1, 2015)




