COURT FILE NUMBER 1601-06759 CALGARY ALBERTA …

31207949.2

COURT FILE NUMBER 1601-06759

COURT OF QUEEN'S BENCH OF ALBERTA JUDICIAL CENTRE CALGARY PLAINTIFF ALBERTA TREASURY BRANCHES DEFENDANT CHINOOK PIPELINE INC., CHINOOK PIPELINE

LIMITED PARTNERSHIP, CHINOOK PIPELINE LTD., AND 1466264 ALBERTA LTD.

APPLICANT KPMG INC., IN ITS CAPACITY AS COURT-APPOINTED

RECEIVER AND MANAGER OF CHINOOK PIPELINE INC., CHINOOK PIPELINE LIMITED PARTNERSHIP, CHINOOK PIPELINE LTD., AND 1466264 ALBERTA LTD.

DOCUMENT THIRD REPORT TO THE COURT SUBMITTED BY

KPMG INC., IN ITS CAPACITY AS COURT-APPOINTED RECEIVER AND MANAGER OF CHINOOK PIPELINE INC., CHINOOK PIPELINE LIMITED PARTNERSHIP, CHINOOK PIPELINE LTD., AND 1466264 ALBERTA LTD. DATED OCTOBER 28, 2016

ADDRESS FOR SERVICE AND KPMG INC. CONTACT INFORMATION OF 3100, 205 – 5 Ave. S.W. PARTY FILING THIS DOCUMENT Calgary, AB T2P 4B9 Att: Neil Honess/Cecil Cheveldave Telephone: 403-691-8014/250-314-5965

Facsimile: 403-691-8008 Email: [email protected]

[email protected] MCCARTHY TETRAULT LLP Suite 4000, 421-7th Avenue SW Att: Sean Collins/Walker MacLeod Telephone: 403-260-3531/403-260-3710 Facsimile: 403-260-3501 Email: [email protected]

[email protected]

mailto:[email protected]



31207949.2

Table of Contents Page

1. INTRODUCTION AND PURPOSE OF REPORT ......................................................................... 2

2. GROUP’S PRIMARY ASSETS ...................................................................................................... 5

3. GROUP’S PRIMARY LIABILITIES .............................................................................................. 8

4. RECEIVER’S ACTIVITIES TO DATE ........................................................................................ 10

5. RECEIPTS AND DISBURSEMENTS .......................................................................................... 19

6. BORROWING LIMIT INCREASE ............................................................................................... 21

7. SALES PROCESS ......................................................................................................................... 24

8. ASSIGNMENT IN BANKRUPTCY ............................................................................................. 29

9. RECOMMENDATIONS ............................................................................................................... 30

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Listing of Appendices

Appendix “A” - Receivership Order dated May 27, 2016

Appendix “B” - Notices and Statements of the Receiver (Form 87)

Appendix “C” - Pipeline Equipment Schedule

Appendix “D” - Interim Statement of Receipts and Disbursements from May 27, 2016 to September 30, 2016

Appendix “E” - Receivership Cash Flow Forecast for period October 1, 2016 to December 31, 2016

Appendix “F” - RFP Package

Appendix “G” - Final Kirk-Lyons Asset Purchase Agreement

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1. INTRODUCTION AND PURPOSE OF REPORT

Introduction

1. Chinook Pipeline Inc., Chinook Pipeline Limited Partnership, Chinook Pipeline Ltd. and 1466264

Alberta Ltd. (“Chinook Pipeline” or the “Group”) carried on the business of civil and municipal

pipeline installation and construction throughout Alberta and Saskatchewan. The Group’s principal

assets include heavy duty machinery, pipeline laying equipment, light duty pickup trucks and real

estate. All assets are located in Alberta.

2. The main operating entity of Chinook Pipeline was Chinook Pipeline Limited Partnership

(“CPLP”), which carried out day to day business operations of the Group including entering into

construction contracts and carrying out construction projects.

3. Chinook Pipeline Inc. (“CPI”) owned construction equipment, which was made available to CPLP

to carry out construction projects. In addition to construction equipment CPI was the registered

owner of seven parcels of real estate.

4. Chinook Pipeline Ltd. was the general partner of CPLP.

5. 1466264 Alberta Ltd. was the limited partner of CPLP.

6. The Group’s primary secured lender is Alberta Treasury Branches (“ATB”) who has advanced

funds of approximately $12.6 million (plus interest and fees). These amounts were borrowed by

Chinook Pipeline pursuant to the amended facility agreements between ATB and Chinook Pipeline

dated September 1, 2015 and January 8, 2016 (the “Facility Agreements”).

7. As a result of the sharp decline in the Alberta economy and challenges with various construction

projects, the Group experienced significant cash flow difficulties and was unable to maintain its

commitments with ATB.

8. On April 27, 2016, ATB issued a demand for payment and notice of intention to enforce security

(the “ATB Notice”) pursuant to Section 244 of the Bankruptcy and Insolvency Act (“BIA”).

9. On May 27, 2016, an application was made to appoint KPMG Inc. (“KPMG”) as receiver and

manager of Chinook Pipeline (the “Receiver”) pursuant to section 243 of the BIA and section 13(2)

of the Judicature Act, RSA 2000, c J-2 to, inter alia, take possession of and exercise control over

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the assets of the Group (including the shares and partnership units of the Group) and any and all

proceeds, receipts and disbursements arising out of or from the assets (the “Property”).

10. On May 27, 2016, the Court of Queen’s Bench of Alberta (“Court”) issued an order appointing

KPMG as the Receiver over all of the Property and undertakings of Chinook Pipeline (the

“Order”). A copy of the Order is attached hereto as Appendix “A”.

11. On September 26, 2016, CPI made an assignment for the general benefit of its creditors pursuant

to section 49 of the BIA and KPMG was appointed as trustee in bankruptcy of CPI (in such

capacity, the “Trustee”).

12. Further background to the receivership, specifically the transfers of real estate that were completed

after the receivership date and the Receiver’s recommendations concerning those transfers, were

previously provided in the Receiver’s first report to the Court dated September 9, 2016 (the “First

Report”) and the Receiver’s second report to the Court dated October 7, 2016 (the “Second

Report”).

13. For additional information on Chinook Pipeline and these receivership proceedings please refer to

the Receiver’s website www.kpmg.ca/chinookpipeline.

14. In preparing this report, the Receiver has been provided with, and has relied upon, unaudited and

other financial information, books and records (collectively, the “Information”) prepared by the

Group and/or their representatives, and discussions with the Group’s management and/or

representatives. The Receiver has reviewed the Information for reasonableness, internal

consistency and use in the context in which it was provided and in consideration of the nature of

evidence provided to this Honourable Court. However, the Receiver has not audited or otherwise

attempted to verify the accuracy or completeness of the Information in a manner that would wholly

or partially comply with Canadian Auditing Standards (“CAS”) pursuant to the Chartered

Professional Accountants Canada Handbook and, accordingly, the Receiver expresses no opinion

or other form of assurance contemplated under the CAS in respect of the Information.

15. The information contained in this report is not intended to be relied upon by any prospective

purchaser or investor in any transaction with the Receiver.

16. All references to monetary amounts in this report are in Canadian dollars unless otherwise

specified.

http://www.kpmg.ca/chinookpipeline

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Purpose of the Receiver’s Third Report

17. This is the Receiver’s third report (the “Third Report”) and is filed to provide this Honourable

Court with:

a) An update on the actions of the Receiver since the date of receivership;

b) Details of the sales and marketing process (“Sales Process”) undertaken by the Receiver

to solicit proposals from parties interested in acquiring the assets of the Group, including

the identity of the successful bidder and the purchase price;

c) The interim statement of receipts and disbursements for the receivership period May 27,

2016 to September 30, 2016;

d) The Receiver’s fees and disbursements for the period from May 27, 2016 to September 30,

2016 and the Receiver’s legal counsel’s fees and disbursements for the period from May

27, 2016 to September 30, 2016; and

e) The Receiver’s recommendations.

18. Defined terms not defined herein have the same meaning as defined in the First Report and

Second Report.

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2. GROUP’S PRIMARY ASSETS

19. The Group’s primary assets consist of pipeline laying equipment, heavy duty machinery and pickup

trucks (together, the “Pipeline Equipment”), a main storage yard facility, a head office location

and vacant land parcels (together, the “Real Estate”), and an accounts receivable balance

(“Accounts Receivable”). CPI is the corporate entity that owns the Pipeline Equipment and the

Real Estate. CPLP owns the Accounts Receivable.

Pipeline Equipment

20. The majority of the Pipeline Equipment is located in the main equipment yard (the “Main Yard”)

in Pincher Creek, Alberta and includes:

a) Pipeline laying equipment;

b) Heavy Duty Machinery;

c) A fleet of vehicles comprised of Light Duty Pickup Trucks, Semi-Tractor Trucks and

Trailers. Certain vehicles were leased with GE Canada Equipment Financing G.P. and

RCAP Leasing Inc.; and

d) Other equipment, including light machinery and shop equipment located in Pincher Creek,

Alberta.

21. Some of the Pipeline Equipment was partially dismantled and located in the Main Yard and a

workshop also located in Pincher Creek (the “Shop”). The Shop was leased to Chinook Pipeline

pre-receivership.

22. There are also two pieces of Pipeline Equipment located at the following repair or construction

facilities:

a) Big Bore Directional Drilling Ltd. (“Big Bore”); and

b) West Coast Heavy Duty Repairs Ltd. (“West Coast”).

Big Bore has registered a garage keepers’ lien in respect of certain repairs performed by Big Bore. The

Receiver and its counsel are in the process of reviewing the claims made by Big Bore and West Coast and

whether such claims may rank in priority of the security interests granted by the Debtors to ATB. The relief

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sought by the Receiver contemplates holding back sufficient amounts to pay the claims of each of Big Bore

and West Coast in the event that their claims are found to be valid and rank in priority to the security

interests of ATB.

Real Estate

23. CPI owns the following properties (collectively, the “Real Estate”):

Parcel Reference Description

1 Vacant Residential Lot – Pincher Creek, AB

2 Equipment Yard – Pincher Creek, AB

3 Commercial Building and Land (Chinook offices) Pincher Creek, AB



6 Vacant Land – Crowsnest Pass, AB

7 Land and Vacant Residential Building – Lamont County, AB

a) Parcels 1, 4 and 5 - Three residential vacant lots located in Pincher Creek. The vacant lots

are approximately 6,534 square feet, 5,060 square feet and 4,920 square feet, respectively;

b) Parcel 2 - An approximate 70 acre main storage facility, located in Pincher Creek. This is

the Main Yard. There are several temporary structures on the site to enable the employees

to undertake repairs and maintenance of the machinery;

c) Parcel 3 – An approximately 11,660 square feet office building (“Head Office”) located

in downtown Pincher Creek;

d) Parcel 6 - Approximately 10.9 acres of Vacant land in Coleman, Alberta; and

e) Parcel 7 - A five acre lot located in Lamont, Alberta. The lot includes a built garage.

Accounts Receivable

24. On May 27, 2016, the Accounts Receivable balance per the Group’s books and records was

approximately $15.9 million.

25. The Receiver investigated the Accounts Receivable balance and the results of this is described in

detail subsequently.

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Other Assets

26. Chinook Pipeline also owns miscellaneous office furniture and fixtures and computer equipment

located in Pincher Creek.

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3. GROUP’S PRIMARY LIABILITIES

27. The Group’s primary liabilities based on the Group’s books and records, are as follows:

28. ATB extended credit facilities to Chinook Pipeline pursuant to two Credit Agreements. CPI was

extended an Amended and Restated Commitment Letter, dated January 18, 2016, as amended by

amending and restating a Commitment Letter dated September 23, 2014 (the “CPI Credit

Agreement”). CPLP was extended an Amended and Restated Commitment Letter, dated January

18, 2016, as amended by amending and restating a Commitment Letter dated September 23, 2014

(the “CPLP Credit Agreement”, and together with the CPI Credit Agreement, collectively the

“Credit Agreements”). As of May 27, 2016, Chinook Pipeline owed ATB approximately $12.6

million plus interest, legal and other costs on the Credit Agreements. The Credit Agreements are

comprised of the following:

a) A non-revolving reducing loan facility in the maximum amount of approximately

$180,600;

b) An evergreen line of credit facility in the maximum amount of $6.25 million;

c) A revolving operating term facility in the amount of $6.5 million; and

d) A corporate MasterCard credit facility of approximately $50,000.

29. As security for the amounts advanced under the Credit Agreements, Chinook Pipeline executed

various general security agreements, mortgages and guarantees in favour of ATB.

30. Chinook Pipeline has financing leases with GE Canada Equipment Financing G.P. and RCAP

Leasing Inc. that were secured against certain assets (together, the “Leased Assets”). The Receiver

CAD $ 000's

Secured Creditors Amount $

ATB Loan Facility 12,620

Big Bore Directional Drilling Ltd. 170

RCAP Leasing Inc. 58

GE Canada Equipment Financing G.P. 35

Total Secured Creditors 12,883

Unsecured Creditors

Unsecured Trade Creditors 4,309

Total Unsecured Creditors 4,309

Total Liabilities 17,192

Summary of Group's Primary Liabilities

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commissioned an appraisal of the Leased Assets and determined that there was no equity for the

benefit of the Receivership estate. The Receiver has disclaimed its interest in the Leased Assets

and requested that the Leased Assets to be collected.

31. Chinook Pipeline has approximately 160 unsecured creditors consisting primarily of professional

services firms and other trade suppliers.

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4. RECEIVER’S ACTIVITIES TO DATE

32. Subsequent to its appointment, the Receiver undertook the actions described below.

Day One Activities

33. Immediately upon appointment the Receiver:

a) Attended all Chinook Pipeline locations in Pincher Creek;

b) Secured all premises and the assets therein, changed locks and arranged for security

coverage where necessary; and

c) Communicated to the office employees regarding the receivership.

34. The Receiver retained certain employees as contractors to assist with the exercise of the Receiver’s

powers and duties.

Cash and Banking

35. The Receiver immediately arranged a new bank account in the name of the receivership estate to

facilitate future receipts and disbursements during the receivership.

36. The Receiver requested all accounts be transferred to the Receiver.

Books and Records

a) As at the receivership date, Chinook Pipeline had books and records at tthe Head Office

and the Shop.

37. The Receiver obtained a back-up of the server and provided limited access to the server for the

former employees retained to assist with the administration.

38. The Receiver is in the process of organizing the books and records for off-site retention.

Insurance

39. The Receiver continued the existing insurance coverage. The Receiver has been added as a loss

payee to all policies. Chinook Pipeline’s insurance coverage consists primarily of property,

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contractor’s equipment, equipment breakdown, crime, general liability including pollution liability,

automobile liability and umbrella coverage. All policies will expire on March 20, 2017.

40. The Receiver has reviewed the insurance policies for adequacy of protection and cancelled

coverage not required.

Notice

41. The Receiver issued the prescribed notices and statements pursuant to Sections 245 and 246 of the

BIA to all known secured and unsecured creditors of the Group, providing notice of its

appointment. A copy of the notices and statements are attached hereto as Appendix “B”.

Management, Employees and Contractors

42. As at the date of receivership, Chinook Pipeline had approximately 40 employees. The Receiver

attended the Pincher Creek locations and met with management and employees to advise of the

appointment and the termination of employment. The Receiver engaged as contractors certain

former employees of Chinook Pipeline that had detailed knowledge of Chinook Pipeline’s assets

and on-going projects to assist with the following matters:

a) Projects in progress;

b) Inventory of assets; and

c) Various other items to assist the Receiver in carrying out the Receiver’s duties.

43. Contractors were terminated once they had fulfilled all of their assigned duties.

44. The Receiver also hired a specialized contractor (“Specialized Contractor”) experienced in

dealing with this type of equipment to assist with the day to day matters of inventorying the Pipeline

Equipment, managing the Saskwater Project Demobilization (as defined herein) and organizing the

Pipeline Equipment at the Main Yard and the Shop.

Security Review

45. The Receiver's legal counsel has undertaken a review of the validity and enforceability of the

security held by ATB. Legal counsel advised that ATB has a valid security interest in the right,

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title and interest of Chinook Pipeline in its real and personal property, subject to certain standard

assumptions and qualifications.

Inventory of Assets

46. The Pipeline Equipment was located in various areas upon the appointment of the Receiver:

a) The Main Yard;

b) The Shop;

c) A project in Cowley, Alberta (the “Cowley Site”);

d) A project site in rural Saskatchewan (the “Saskwater Site”);

e) A former employee’s acreage; and

f) Parcel 7 of the Real Estate.

47. The Pipeline Equipment located on the former employee’s acreage and on Parcel 7 were transported

back to the Main Yard.

48. Chinook Pipeline did not maintain an up-to-date list of equipment. As a result, it was necessary to

undertake the following reconciliations:

a) Assets on Chinook Pipeline’s schedule to assets counted in the Main Yard and the Shop;

b) Assets on Chinook Pipeline’s schedule but not located at the Main Yard or the Shop, the

Cowley Site or the Saskwater Site; and

c) Equipment that was previously disposed of or scrapped but was not removed from Chinook

Pipeline’s schedule.

49. Certain other factors increased the complexity of these reconciliations, namely:

a) Tracking Pipeline Equipment that was being transported back to the Main Yard upon the

completion of the projects in Cowley and Saskatchewan;

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b) A number of serial numbers on the list did not match the serial numbers of Pipeline

Equipment in various locations as described above;

c) A number of the Pipeline Equipment’s serial numbers were removed or undecipherable;

d) Storage of non-Chinook Pipeline vehicles in the Main Yard and the Shop by former

employees and others; and

e) Duplicate items on the existing list.

50. The Receiver utilized former employees to assist with inventorying the assets.

51. Upon completion of this work, the Receiver had been able to compile an updated schedule of the

Pipeline Equipment (the “Pipeline Equipment Schedule”) consisting of approximately 450 items.

A copy of the Pipeline Equipment Schedule is attached as Appendix “C”.

The Main Yard

52. In addition to compiling the Pipeline Equipment Schedule, the Receiver undertook the following

to organize the Main Yard:

a) Assembled machines and other equipment to enable mobility;

b) Completed necessary repairs that were underway at the time of the Receiver’s appointment;

c) Organized machinery and equipment so that similar types of assets were in one location;

d) Segregated non-Chinook Pipeline items from the Pipeline Equipment; and

e) General clean-up of yard.

53. In addition to dealing with the Pipeline Equipment, it was necessary to inventory and isolate

hazardous materials that were found on site. The Receiver is working with the appropriate

contractors and services providers to have hazardous materials removed from the Main Yard.

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Accounts Receivable

54. The Receiver issued Accounts Receivable collection letters on or about June 2, 2016 to 26

customers. Subsequently, ten different customers responded that they had made payment in full

prior to the receivership.

55. Based on these responses, the Receiver further investigated the reported Accounts Receivable

balance by:

a) Reviewing previous invoices and other books and records;

b) Making enquiry of Archie Craig (“Craig”), the former CEO of Chinook Pipeline, about

the balances; and

c) Corroborating discussions with Craig to supporting documentation available.

56. The results of the Receiver’s investigation is summarized in the table below:

57. Accordingly, it appears that of the $15.9 million of purported Accounts Receivable, only

approximately $37,000 was uncontested at the date of the Receivership. Subsequently, the Receiver

has been able to collect substantially all of the $37,000.

58. The accounts subject to litigation matters are currently being investigated by the Receiver’s legal

counsel to determine the likelihood of collection.

Chinook Pipeline Group of Companies - In Receivership ("Chinook Pipeline" or the "Group")

Accounts Receivable Summary

In CAD AmountAR as reported by the Company 15,899,335 Less:

Accounts subject to litigation matters (11,853,046) Amounts collected pre-receivership (3,037,739) Invalid balances (971,557)

Balance Collectable at date of Receivership 36,992 Source: Books and records of Chinook Pipeline.

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Land Transfers 59. As described in detail in the First and Second Report, there were certain transfers of Real Estate

that were completed after the Receivership Date. Further Court hearings are scheduled with respect

to the Transfers.

Work in Progress

60. Chinook Pipeline had two municipal contracts in progress at the time of the Receiver’s

appointment. These contracts consisted of a sewer line replacement for the municipal district of

Cowley, Alberta (the “Cowley Project”), and a multimillion dollar water pipeline installation for

Saskwater near Watrous, Saskatchewan (the “Saskwater Project”).

Cowley Project

61. Upon review, it appeared that it would be commercially beneficial for the Receiver to complete the

Cowley Project as costs to complete were estimated at approximately $16,200 and expected

realizations at $75,000.

62. Accordingly, the Receiver informed the Village of Cowley, the owner of the Cowley Project, that

the project would be completed during the receivership. The Receiver engaged certain former

employees of Chinook Pipeline to complete the Cowley Project, which was duly completed on or

around June 10, 2016. Actual costs were approximately $17,400 and the Receiver collected

$74,962.

Saskwater Project

63. In 2012, Chinook Pipeline commenced work on an approximate $33 million water pipeline

installation project for Saskatchewan Water Corporation (“Saskatchewan Water”). The project

consisted of the installation of 58,400 metres of pipe from the Zelma pump house to a booster

station outside of Lanigan, Saskatchewan.

64. The Saskwater Project was a bonded project with performance bonds and labour and materials

bonds issued by Intact Insurance (“Intact”). In 2015, Chinook Pipeline experienced project specific

challenges and completion issues as well as cash flow difficulties. At approximately the same time,

the Receiver understands that Intact began to receive notices of potential claims from

subcontractors and suppliers to Chinook Pipeline under the labour and materials bond.

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65. In November 2015, Chinook Pipeline entered into an agreement with Intact whereby Intact would

provide financial assistance to enable Chinook Pipeline to complete the Saskwater Project.

66. Upon appointment, the Receiver analyzed the Saskwater Project to determine:

a) The exact status of the project and the project’s timeline for completion;

b) The cost and cost drivers for project completion; and

c) The financial and operational viability of project completion.

67. The analysis involved numerous discussions and meetings with former employees of Chinook

Pipeline, representatives from Intact, representatives from Saskatchewan Water, review of

substantial documents and discussions with the Receiver’s legal counsel.

68. It was essential that while the Receiver undertook this analysis – which was delayed and

complicated by the poor record keeping of Chinook Pipeline – work continued on the Saskwater

Project in order to remain in compliance with the existing contract to preserve any value therein for

the estate.

69. Accordingly, the Receiver engaged as contractors certain former employees of Chinook Pipeline

that had detailed knowledge of the Saskwater Project to continue work.

70. After completing the analysis, the Receiver determined that it would not be economically feasible

for Chinook Pipeline to complete the Saskwater Project under the receivership based on the existing

contractual arrangements.

71. However, the Receiver proposed to Saskatchewan Water that it would cause Chinook Pipeline to

complete the Saskwater Project under a new contract on the following terms:

a) Saskatchewan Water would indemnify the Receiver for any losses, liabilities or claims that

may be sustained or incurred by the Receiver in causing Chinook Pipeline to complete the

project;

b) Each of Intact and Saskatchewan Water will not assert set-off on claims that they may have

against Chinook Pipeline (including claims arising on account of performance or labour

and material bond payments made to third parties by Intact) against claims that will be

owing to Chinook Pipeline by Saskatchewan Water under the new contract;

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c) Saskatchewan Water will be responsible for funding all costs associated with the

performance of the new contract; and

d) Chinook Pipeline will obtain a recovery on the performance of the new contract (the precise

amount to be negotiated as between Saskatchewan Water and Chinook Pipeline)

irrespective of the total costs paid by Saskatchewan Water for the completion of the project

in accordance with the terms of the new contract.

72. Saskatchewan Water declined the new contract and subsequently issued a letter terminating the

existing contract and Chinook Pipeline did not complete the Saskwater Project. Although the

termination was not permitted by the Receivership Order, the Receiver had no intention of

completing the Saskwater Project and has not contested the termination.

Saskwater Project Demobilization

73. As a result of Saskatchewan Water not agreeing to an amended contract to conclude the Saskwater

Project, the Receiver had to recover all the Pipeline Equipment utilized on the Saskwater Project

(the “Saskwater Project Demobilization”).

74. Chinook Pipeline had approximately 80 pieces of Pipeline Equipment on the Saskwater Site that

had accumulated over the four years the project had been ongoing. The Saskwater Site is located

in remote Saskatchewan over an approximately 50 square kilometre area.

75. The Receiver and the Specialized Contractor undertook a site visit to the Saskwater Site to assess

the location and the condition of the Pipeline Equipment there.

76. To achieve the Saskwater Project Demobilization in the most cost and time effective manner, the

Receiver considered:

a) Any viable alternative locations to demobilize the equipment to other than the Main Yard;

b) Any Pipeline Equipment that required disassembly for transportation;

c) The number of contractors required to assist with the disassembly and demobilization;

d) Fuel and supply requirements;

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e) The regulatory requirements for transport permits over different provincial jurisdictions;

f) Truck and trailer capacity required;

g) Negotiation of trucking contracts;

h) Maintenance and repair requirements to Chinook Pipeline trailers;

i) Estimation of the number of loads required based on load restrictions, permit requirements

and truck capacity; and

j) Estimation of time and costs for demobilization.

77. The Receiver concluded that the most appropriate option would be to demobilize the Pipeline

Equipment to the Main Yard.

78. The Saskwater Project Demobilization was estimated to take eight to ten weeks and utilize 53

transport loads. However, the Receiver was able to source additional trucks and back-hauls and

accordingly completed the demobilization in approximately six weeks and used 69 transport loads.

79. The Receiver estimated the cost of the Saskwater Project Demobilization to be approximately

$285,000 including labour costs, trucking loads, fuel, repairs and supplies. The actual cost incurred

was $275,200.

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5. RECEIPTS AND DISBURSEMENTS

80. The Receiver’s receipts and disbursements during the receivership have primarily related to project

completion, the Saskwater Project Demobilization, inventories of assets, the preservation of

Chinook Pipeline’s assets as well as other costs such as site security, outside contracting, insurance

and rent.

81. Chinook Pipeline’s operating costs to date have been financed by Receiver’s borrowing from ATB

under Receiver’s Certificates, to date totalling $650,000 in principal.

82. Below is a summary of receipts and disbursements from May 27, 2016 to September 30, 2016. The

complete interim statement of receipts and disbursements is attached as Appendix “D”:

Interim Statement of Receipts and Disbursements - May 27, 2016 toSeptember 30, 2016In CAD

AmountCash Receipts

Receivers Certificate 650,000$ Receipts from Intact 372,299 Income from Cowley job 74,962 Receipts from Accounts Receivable 36,892 Miscellaneous Refunds 33,344 GST refund 27,174 Cash in bank 1,109 GST collected 230

Total Cash Receipts 1,196,010 Cash Disbursements

Wages of Contractors 561,105 Payroll deductions 125,926 Specialized Contractor's expenses 104,433 Fuel 86,038 Specialized Contractor's fees 80,511 Accomodations for Saskwater employees 73,100 Trucking and transport 47,452 Insurance 36,932 GST paid 20,212 Operating Expenses 11,494 Interest on Receiver's Certificate 8,195 Municipal Taxes 7,743 Security 7,611 Appraisal fees on non-ATB assets 4,394 Utilities 1,888 Costs associated with realization of assets 450 Change of locks 425 Bank charges 516 OSB Fees 280

Total Cash Disbursements 1,178,708 Excess Receipts over Disbursements 17,302

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83. The Receiver and the Receiver’s counsel have billed and accrued fees to September 30, 2016 of

$380,862 and $99,412, respectively (the “Receivership Professional Fees”). To date no

professional fees have been paid.

84. At the November 4, 2016 hearing, the Receiver will be seeking approval of the Receivership

Professional Fees. Copies of the invoices described therein, including detailed time analysis, will

be made available to the Court at the November 4, 2016 hearing if requested. As is documented,

the Receiver has had to incur considerable time and cost in locating and securing the assets and

the Receiver and its counsel have been forced to undertake litigation for the benefit of the estate

in respect of the Land Transfers. The Receiver is of the view that, in light of the nature, extent

and value of the assets, the degree of assistance provided by the debtor and the responsibilities

undertaken by the Receiver, the Receivership Professional Fees are fair and reasonable.

Summary of Receivership Professional Fees

Period May 24, 2016 - September 30, 2016

In CAD $ Service Period Fees and Disbursements GST Total

AmountKPMG Inc.

May 24, 2016 - June 30, 2016 164,135.88 8,206.79 172,342.67 July 1, 2016 - July 31, 2016 68,610.27 3,430.51 72,040.78

August 1, 2016 - August 31, 2016 57,897.51 2,894.88 60,792.39 September 1 - September 30, 2016 72,081.80 3,604.09 75,685.89

Total KPMG Inc. 380,861.73 McCarthy Tétrault 1

May 31, 2016 - June 30, 2016 14,714.76 735.05 15,449.81 July 1, 2016 - July 31, 2016 8,312.00 415.60 8,727.60

August 1, 2016 - August 31, 2016 34,368.52 1,707.72 36,076.24 September 1 - September 30, 2016 37,312.60 1,846.14 39,158.74

Total McCarthy Tétrault 99,412.39 Total Professional Fees 480,274.12 Note:

1 - McCarthy's fees in August and September were higher due to litigation matters

from the Land Transfer. Litigation matters are described in detail in the First and

Second Report.

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6. BORROWING LIMIT INCREASE

85. The appointing Order provides for the authorization for the Receiver to borrow up to $1 million.

As of September 30, 2016, the Receiver has borrowed $650,000. The Receiver’s borrowings have

been utilized to fund the following:

a) Costs involved with implementing the Saskwater Project Demobilization, including wages

of contractors, the Specialized Contractor’s fees and expenses, fuel, trucking,

transportation costs, etc.;

b) Wages of contractors and the Specialized Contractor’s fees for inventorying assets;

c) Costs for clean-up of the Main Yard;

d) Insurance;

e) Wages of contractors for completion of the Cowley Project; and

f) Various other operating costs related to the receivership.

86. The Receiver has developed a cash flow projection for the period October 1, 2016 to December 31,

2016 (“Receivership Cash Flow Forecast”) as summarized below and attached as Appendix “E”.

87. The Receivership Cash Flow Forecast shows that total borrowings of up to approximately $1.5

million may be required to fund the receivership until such time as proceeds are available from the

realization of assets.

Page | 22

88. Significant forecasted costs for the period include:

a) Professional fees for the Receiver and its legal counsel;

b) Contingency provision for unforeseen administrative and / or site related costs that may

arise;

c) Miscellaneous site related costs, such as garbage removal and municipal services;

d) Specialized Contractor’s services for the coordination of on-site matters and security;

e) Continued insurance and utilities;

f) Interest on the Receiver’s borrowings; and

g) Moving and storage costs of books and records in the Main Yard.

Chinook Pipeline Group of Companies - In ReceivershipCash Flow Projection for the Period of October 1, 2016 to December 31, 2016C$, Unaudited

October 2016

November 2016

December 2016 Total

Cash Inflows 45,833 - - 45,833

Cash OutflowsProfessional fees (Receiver and Legal Counsel) 471,115 100,000 60,000 631,115 Contingency 30,000 30,000 30,000 90,000 Miscellaneous site related costs 23,541 20,000 20,000 63,541 Specialized Contractor 25,875 17,250 17,250 60,375 Insurance and Utilities 10,552 10,552 10,552 31,655 Interest from Receiver Certificate and Banking fees 2,600 2,600 2,600 7,800 Moving and Storage Cost - 2,000 - 2,000 Statutory Fees for CPI Assignment in Bankruptcy 500 - - 500

Total Cash Outflows 564,183 182,402 140,402 886,987

Net Cash Flow Forecast (841,154)

Net Cash Flow as of September 30, 2016 1

Add: Total Cash Inflow 2 546,010 Less: Total Cash Outflow (1,178,708)

Total Cash Flow (1,473,852)

Borrowing Requirements to Fund Receivership (Rounded) 1,500,000

Note

1 - Amounts are from the interim statement of receipts and disbursements from May 27, 2016 to September 30, 2016.

2 - Amount does not include borrowed amount of $650,000 from ATB under the Receiver Certificate.

Page | 23

89. Pursuant to the Receivership Cash Flow Forecast, the existing borrowing limit is insufficient to

permit the funding of the receivership and sustained continued operation of Chinook Pipeline’s

business until the completion of the Sales Process.

90. Borrowings to date have been funded by ATB. ATB has indicated to the Receiver that it is in

agreement with, and will continue to fund, the increased borrowings if approved by this Honourable

Court.

Page | 24

7. SALES PROCESS

Pipeline Equipment

91. Given the nature of the Pipeline Equipment, the Receiver determined that soliciting proposals from

auctioneers and liquidators on auction, net minimum guarantee (“NMG”), or outright purchase

bases would be the most appropriate mechanism to maximize realizations (the “Sales Process”).

92. The Receiver considered other asset realization options but determined that the above Sales Process

would be the most appropriate mechanism. The Receiver determined that given Chinook was no

longer a fully operating business, a going concern sale process was not feasible. Additionally,

although a tender process was considered, it was deemed likely such a process would be both

expensive and time consuming and lead to a “cherry picking” of the best assets leaving the Receiver

to liquidate remaining, lower value or harder to sell assets in due course.

93. The Receiver developed a Request for Proposal (“RFP”) to conduct the Sales Process, including:

a) Development of a comprehensive RFP package, including the Pipeline Equipment

Schedule;

b) Identification of prospective auctioneers and liquidators. Ten prospective parties (the

“RFP Parties”) were identified from across Canada and the United States;

c) Issuance of the RFP package. The RFP Parties were provided a RFP package on August

19, 2016. A copy of the RFP package is attached as Appendix “F”; and

d) Coordination of site visits and site tours of the equipment.

94. The deadline for written proposals to be received was September 9, 2016 at 5pm Mountain Standard

time (the “Submission Deadline”).

Proposal Results – Pipeline Equipment

95. On the Submission Deadline, the Receiver received six proposals:

Page | 25

a) A proposal from Asset Sales (Canada) Inc. for (i) outright purchase of $1.75 million, (ii) a

NMG of $1.675 million plus 95% of proceeds to Chinook Pipeline above $1.8 million, or

(iii) flat commission fee of $100,000;

b) Commission-based auction proposal from Canadian Public Auctions with a commission

fee of 5%;

c) A flat fee commission auction proposal from Century Services Corp. (“Century”) of

$90,000;

d) A proposal from Hilco Asset Sales Canada (“Hilco”) for (i) outright purchase of $3.1

million, (ii) NMG of $3.05 million plus 90% of proceeds to Chinook Pipeline above $3.4

million, or (iii) commission-based auction with a commission fee of 3%. All options were

subject to a final viewing of all of the Pipeline Equipment to confirm condition and counts

prior to closing;

e) A NMG from Maynards Industries Ltd. for $1.225 million plus 90% of proceeds to

Chinook Pipeline above $1.5 million; and,

f) An auction proposal from Ritchie Bros. Auctioneers with a commission fee of 12% for

items over $5,000 and 25% for items under $5,000.

96. On September 15, 2016 a proposal was received from Bradley Kirk and Darren Lyons (“Kirk-

Lyons Offer”) for $2.702 million for the Pipeline Equipment, Accounts Receivable and intangible

assets including causes of action.

97. The Kirk-Lyons Offer was amended on September 19, 2016 to remove certain Accounts Receivable

and then further amended on September 25, 2016 to remove all Accounts Receivable and all

intangible assets including causes of action without any changes to the offer price.

98. On or about September 13, 2016 the Receiver requested that Hilco undertake its final review of the

Pipeline Equipment and submit a revised proposal. After carrying out this review, Hilco revised its

proposal by reducing the outright purchase of the Pipeline Equipment to $2.3 million or the NMG

to $2.25 million plus 90% of proceeds to Chinook Pipeline above $2.6 million.

Page | 26

99. On October 2, 2016, the Receiver was provided with a further amendment to the Kirk-Lyons Offer

(the “Amended Kirk-Lyons Offer”) with an increased price of $3.104 million for the Pipeline

Equipment only.

100. To ascertain whether the Amended Kirk-Lyons Offer was capable of completion, the Receiver

requested:

a) Proof of funding of the proposed purchase price by 1pm, Mountain Time, on October 4,

2016; and

b) The receipt of a deposit equal to 25% ($776,000) of the proposed purchase price by 5pm,

Mountain Time, on October 7, 2016.

101. Both requests were met within the respective deadlines.

102. On October 19, 2016, the Receiver met with Darren Lyons and his representatives at the Chinook

Pipeline premises in Pincher Creek to review the Pipeline Equipment. Subsequent to reviewing

the Pipeline Equipment, discussions were had regarding the value of the Pipeline Equipment and

the possibility of entering into a long term (two to three year) lease of Parcel 2. Accordingly, an

amendment to the Amended Kirk-Lyons Offer on October 21, 2016 was presented to the Receiver

as follows:

a) $2.889 million for the Pipeline Equipment; and,

b) $400,000 for Parcel 2.

103. After further negotiations, the Receiver was able to increase the total price of this offer by $80,000

- $2.884 million for the Pipeline Equipment and $485,000 for Parcel 2 (the “Final Kirk-Lyons

Offer”). The Final Kirk-Lyons Offer was subsequently accepted. The material terms of the Asset

Purchase Agreements (“APA”) have been agreed upon by the Receiver and Final Kirk-Lyons Offer

and are attached as Appendix “G”.

Real Estate and the Results

104. The Receiver sought Real Estate listing proposals from local brokerages. Four brokerages viewed

the properties.

Page | 27

105. Each brokerage submitted a proposal. In addition, two further proposals were received from the

RFP Parties and an initial proposal was received from Bradley Kirk and Darren Lyons.

106. The suggested combined listing prices by the brokerages was $1.04 million to $1.51 million.

107. The proposals submitted by the RFP Parties and the initial proposal submitted by Bradley Kirk and

Darren Lyons were significantly below the proposed listing values.

108. Sutton Group provided the highest listing value for the properties and accordingly, they have been

engaged to list the Real Estate.

109. The Receiver has delayed listing Parcels 4 to 7 until as such time the legal matters surrounding

these particular parcels of land were resolved.

Receiver’s observations and recommendations relating to the sale of the Pipeline Equipment and

Parcel 2

110. The Receiver is seeking approval from the Court to approve the sale of the Pipeline Equipment and

Parcel 2 for the following reasons:

a) Chinook Pipeline’s assets have been widely exposed to the market through the RFP process

undertaken by the Receiver;

b) The Final Kirk-Lyons Offer represents the most optimal offer available for the Pipeline

Equipment;

c) The Final Kirk-Lyons Offer for Parcel 2 at a price of $485,000 is fair and reasonable for

the following reasons:

i. The real estate market in Pincher Creek is challenging as a result of the overall

provincial economic conditions;

ii. Parcel 2 is approximately 70 acres in size and is utilized for both industrial and

agricultural purposes. Given the size and mixed use of the property, the market for

such a property may be limited and achieving a sale price close to listing value may

be difficult and time consuming;

Page | 28

iii. During the marketing of Parcel 2 the Receiver will be responsible for monthly

carrying costs including insurance and taxes;

iv. Currently it is unclear what clean up responsibilities the Receiver would incur once

the Pipeline Equipment was removed from Parcel 2 if the Final Kirk-Lyons Offer is

not concluded;

v. The list price of Parcel 2 is currently $670,000 and to date there have been no other

offers for the property; and

d) ATB is supportive of the transaction.

Page | 29

8. ASSIGNMENT IN BANKRUPTCY

111. CPI owned all the Groups’ real estate at the Receivership Date.

112. Pursuant to paragraph 3(s) of the Order and to preserve the Trustee in Bankruptcy’s right to pursue

its remedies under sections 95 and 96 of the BIA, the Receiver assigned CPI into bankruptcy on

September 26, 2016.

113. The Trustee will await the outcome of legal proceedings that were commenced by the Receiver

concerning Transfers of certain real estate parcels before determining whether proceedings

pursuant to sections 95 and 96 of the BIA should be initiated.

114. Details concerning the Transfers are discussed in further detail in the Receiver’s First Report and

Second Report.

Page | 30

9. RECOMMENDATIONS

115. We submit this Third Report in support of our Application respectfully requesting this Honourable

Court:

a) Approve the Third Report and the activities of the Receiver described herein;

b) Approve the interim statement of receipts and disbursements for the period May 27, 2016

to September 30, 2016;

c) Approve the Receivership Professional Fees for the Receiver for the period from May 24,

2016 to September 30, 2016 and the Receiver’s legal counsel from the period from May

31, 2016 to September 30, 2016;

d) Approve the Receiver’s request to increase the Receiver’s borrowing limit from $1 million

to $ 1.5 million; and

e) Grant the sale and approval vesting order of the Final Kirk-Lyons Offer.

All of which is respectfully submitted this 28th day of October, 2016.

KPMG INC., COURT-APPOINTED RECEIVER AND MANAGER OF CHINOOK PIPELINE INC., CHINOOK PIPELINE LIMITED PARTNERSHIP, CHINOOK PIPELINE LTD., AND 1466264 ALBERTA LTD. AND TRUSTEE IN BANKRUPTCY OF CHINOOK PIPELINE INC. and not in its personal capacity

Per: Neil A. Honess Senior Vice President

Per: C.F. (Cecil) Cheveldave Vice President

Appendix A

Receivership Order dated May 27, 2016

Appendix B

Notices and Statement of the Receiver (Form 87)

Page 1 of 2

BANKRUPTCY AND INSOLVENCY ACT

Form 87

Notice and Statement of the Receiver (Subsections 245(1) and 246(1) of the Act)

IN THE MATTER OF THE RECEIVERSHIP OF THE PROPERTY OF

1466264 ALBERTA LTD.

The Receiver gives notice and declares that:

1. On the 27th day of May, 2016, the undersigned, KPMG Inc., became the Receiver (the “Receiver”) in respect of the property of 1466264 Alberta Ltd. (“1466264”) (the “Property”). The Property is described below:

The Property as at May 27, 2016 can be summarized as follows1:

Estimated Book Value

Investment in Chinook Pipeline Limited Partnership $ 2,468,396.00 Total $ 2,468,396.00

2. The undersigned became a Receiver in respect of the assets, undertakings and properties described above by virtue of being appointed by Court of Queen’s Bench of Alberta File No. 1601-06579, Calgary Judicial Centre, dated May 27, 2016. A copy of the appointing order is attached.

3. The undersigned took possession or control of the property described above on the 27th day of May, 2016.

4. The following information relates to the Receivership: (a) Address of insolvent persons: PO Box 1480 Pincher Creek AB, T0K 1W0

(b) Principal line of business: Holding Company

(c) Location of business: 753 Kettles St Pincher Creek AB, T0K 1W0

1 The above summary of estimated assets has been prepared based on certain available information.

Notice and Statement of the Receiver (Subsections 245(1) and 246 (1))

Page 2 of 2

(d) Estimated amount owed by 1466264 to each creditor who holds security on the property described above:

Alberta Treasury Branches $ 12,619,865.25Canada Revenue Agency UnknownIntact Insurance Company Unknown $ 12,619,865.25

(e) The intended plan of action of the Receiver during the receivership, to the extent that such a plan has been determined, is to preserve the property and eventually realize on that property, subject to various considerations.

(f) Contact Person for Receiver: Cecil Cheveldave KPMG Inc. 200-206 Seymour St. Kamloops BC, V2C 6P5 Telephone: (250) 314-5965 Facsimile: (250) 828-2928 Email: [email protected]

Dated at Calgary, Alberta, this 1st day of June, 2016. KPMG Inc., in its capacity as 1466264 Alberta Ltd. and not in its personal capacity

Per: Ryan J. Adlington Senior Vice President (403-691-8504)

Page 1 of 2


Form 87



CHINOOK PIPELINE INC.


1. On the 27th day of May, 2016, the undersigned, KPMG Inc., became the Receiver (the “Receiver”) in respect of the property of Chinook Pipeline Inc. (“Chinook”) (the “Property”). The Property is described below:


Estimated Book Value Equipment $ 11,275,660.14 Intercompany Loan Receivable 1,606,131.66 Accounts Receivable 311,783.14 Shareholder’s Loan Receivable 64,139.84 Investments 13,779.45 Cash 1,060.94 Total $ 13,272,555.17




(b) Principal line of business: Pipeline Services and Civil Construction




Page 2 of 2

(d) Estimated amount owed by Chinook to each creditor who holds security on the property described above:

Alberta Treasury Branches $ 12,619,865.25Big Bore Directional Drilling Ltd 169,536.19Canada Revenue Agency UnknownConquer Construction & Drilling Technologies Ltd. UnknownD.E.W Trucking Inc. UnknownIntact Insurance Company Unknown $ 12,789401.44



Dated at Calgary, Alberta, this 1st day of June, 2016. KPMG Inc., in its capacity as Chinook Pipeline Inc. and not in its personal capacity


Page 1 of 2


Form 87



CHINOOK PIPELINE LIMITED PARTNERSHIP


1. On the 27th day of May, 2016, the undersigned, KPMG Inc., became the Receiver (the “Receiver”) in respect of the property of Chinook Pipeline Limited Partnership. (“Chinook”) (the “Property”). The Property is described below:


Estimated Book Value Accounts Receivable $ 13,183,038.69 Equipment 125,247.71 Intercompany Loan Receivable 81,378.51 Shareholder’s Loan Receivable 22,316.88 Total $ 13,412,195.77




(b) Principal line of business: Pipeline Services and Civil Construction




Page 2 of 2


Alberta Treasury Branches $ 12,619,865.25Canada Revenue Agency UnknownGE Canada Equipment Financing G.P. 35,493.15Intact Insurance Company UnknownRCAP Leasing Inc. 21,466.08 $ 12,676,824.48

(e) The list of other creditors of Chinook and the estimated amount owed to each creditor and the total estimated amount due by Chinook is attached to this notice.

(f) The intended plan of action of the Receiver during the receivership, to the extent that such a plan has been determined, is to preserve the property and eventually realize on that property, subject to various considerations.

(g) Contact Person for Receiver: Cecil Cheveldave KPMG Inc. 200-206 Seymour St. Kamloops BC, V2C 6P5 Telephone: (250) 314-5965 Facsimile: (250) 828-2928 Email: [email protected]

Dated at Calgary, Alberta, this 1st day of June, 2016. KPMG Inc., in its capacity as Chinook Pipeline Limited Partnership and not in its personal capacity


Chinook Pipeline Limited PartnershipAccounts Payable as at May 27, 2016

Name Total

101021178 SASKATCHEWAN LTD. 1,239.00

1026560 ALBERTA LTD. 5,953.50

AABLE DIRECTIONAL BORING 110,617.50

ACCEDE ENERGY SERVICES LTD. (JET RENTALS) 4,520.25

ACCURATE HD LTD. 286,623.75

ACE LINE LOCATING LTD 1,479.61

AGCOM PETROLEUM SALES LTD. 51,350.26

ALEX CRX 2000 TRANSPORT LTD. 99,757.55

ALLIED DISTRIBUTORS 37,245.62

ALTERNATIVE TRENCHLESS SERVICES LTD. 179,891.25

AMEC ENVIRONMENT & INFRASTRUCTURE 30,540.09

ASPIRE TOO 840.00

ATB MASTERCARD - ARCHIE-1798/7739 18,100.45

ATB MASTERCARD - DREW I - 1848/4107 4,954.73

ATB MASTERCARD - KEVIN R - 1806/4073 9,731.15

ATB MASTERCARD - LUKE W - 1855/4115 844.82

ATB MASTERCARD - TIM B - 1814/4081 529.02

BADGER DAYLIGHTING INC 60,370.57

BATTLE RIVER POWER COOP 93.08

BELL MOBILITY 8,137.84

BENNETT JONES LLP 119,822.26

BIG BORE DIRECTIONAL DRILLING 348,537.00

BISON IRON CORP. 340.63

BLUE LINE TRUCK SERVICE LTD. 5,385.24

BMO-BANK OF MONTREAL - 8243/7003 887.28

BOULDER METAL INDUSTRIES 656.15

BRIAN E. WILLIAMS,CA 26,011.09

BRIDGE LAND & ENERGY SERVICES LTD. 6,168.21

CANADIAN ENERGY 319.68

CAPITAL ONE BUDDY/ 4860/3915 222.78

CAPITAL ONE BUDDY/5415/3501 917.28

CASTLE FORD SALES LTD 1,584.28

CENTRAL LINE LOCATING INC. 3,360.00

CLARESHOLM RENTALS & OILFIELD SERVICES INC. 2,052.75

CLEAN HARBORS PRODUCTION SERVICES, ULC 5,516.10

CRAIG LAW LLP 22,642.04

CRP PRODUCTS AND MANUFACTURING LTD. 1,195.57

C-SPEC INSPECTION SERVICES INC. 234.52

CURTIS ENGINEERING ASSOCIATES LTD. 10,213.24

CYPRESS GROUP 504.23

D.A. WELDING LTD. 14,175.00

D.J. EQUIPMENT RENTALS & SALES 4,449.81

DENKAR AGGREGATES INC. 105,536.40

DFI CORPORATION 22,191.76

DMH PLUMBING & HEATING LTD. 4,758.61

EMCO CORPORATION 1,060,268.56

EPCOR - #7 STARDUST TR.CT. 72.46

EPCOR - 1164 BUFFALO ST. 348.07

EPCOR - 753 KETTLES / 757 KETTLES 421.13

EPCOR - 864 MOUNTAIN ST. 112.90

EPCOR - CHIPMAN FARMS/ 743 MOUNTAIN ST. 227.99

FINNING CANADA (KRAMER LTD.) 10,853.60

FIX AUTO PINCHER CREEK 1,102.50

FOSTER PARK BROKERS INC. 1,546.00

GARNET'S OILFIELD TRUCKING INC. 2,086.88

GARRET'S HEAVY DUTY REPAIR 1,479.50

GRUMPY'S LANDSCAPING LTD. 5,778.20

HBC MASTERCARD 9595 (CAVELL) 244.50

HI-WAY 9 EXPRESS 684.47

HYDRO PRO INC. 78,046.50

HYDROMAXX INC 619.50

INTACT INSURANCE 2,321.00

INTEGRA TIRE WATROUS 437.10

JADCO SALES LTD. 602.50

JANZEN METAL-FAB LTD. 18,521.69

JB CONSULTING INC. 11,603.50

JOHN VERHOEVEN 1,575.00

KINDERSLEY TRANSPORT LTD. 1,107.61

KINSELLA WATER HAULING 11,265.24

KNEEHILL COUNTY 273.80

KOCH FUEL PRODUCTS INC. 2,387.73

KORPAN TRACTOR 105,335.32

KRAMER RENTS - THE CAT RENTAL STORE 24,471.43

L.M. WASTE REMOVAL LTD. 3,290.50

LAMCO GAS CO-OP LTD 34.65

LAST MOUNTAIN INN 1,292.50

LONESTAR SYLVAN INC 177,597.05

MANITOU HOTEL 6,350.50

MARSHALL COSTUCTION COMPANY 20,604.00

MBNA CANADA/ARCHIE/9143/2260 5,509.28

MBNA CANADA/CAVELL/8952/0242 185.39

MCNALLY CONTRACTORS LTD. 27,279.36

MELRON SERVICE LTD. 15,186.32

MIKE SPENCER GEOMETRICS LTD. 2,789.55

MILLER TRUCK PARTS LTD. 3,146.35

MILLSAP FUEL DISTRIBUTORS LTD. 73,348.42

MODERN INDUSTRIAL RENTALS(1978) LTD. 3,575.25

MRC CANADA (MIDFIELD) ULC 1,274.05

NATIONAL SALVAGE 2,172.95

NORTHERN INDUSTRIAL PLATING LTD. 2,628.35

NORWOOD WATERWORKS / DIV. OF EMCO CORPORATION 496.59

OK TIRE & AUTO - MARSH MECHANICAL 4,345.60

PARAMOUNT PARTS (SK) INC. 10,370.19

PARK DEROCHIE COATING (SK) INC. 80,371.75

PARKLAND GEOTECNICAL CONSULTING LTD. 10,585.32

PENNY STEAMERS 2,478.00

PETROFIELD INDUSTRIES INC. 318.48

PINCHER CREEK FARM CENTRE 7,575.11

PIONEER HDD CANADA INC. 66,513.75

PRAIRIE CRANE 11,185.99

PURE PRAIRIE TRUCKING LTD. 5,764.00

QUEST DISPOSAL AND RECYCLING INC 5,622.75

R.E. TORY 9,495.29

R.M. OF VISCOUNT NO. 341 52,420.07

R.M. OF WOLVERINE NO. 340 25,081.29

RAYDON RENTALS dba THE CAT RENTAL STORE 45,503.45

RBC VISA - KEVIN 4452 7,822.07

REACT WASTE MANAGEMENT DISTRICT 2,825.76

REG O'SULLIVAN CONSTRUCTION 4,944.35

RELIABLE TIRE RECYCLING 3,098.86

RESORT VILLAGE OF MANITOU BEACH 3,968.76

RICHARDSON BROS. (OLDS) LTD. 103,320.14

ROBERT STROMBERG LLP 2,348.62

ROBERTSON GROUP LTD. 7,044.09

ROGERS 1,541.04

RONA PINCHER CREEK 5,143.82

SANDALE UTILITY PROD 99,746.74

SASKENERGY 749.09

SASKPOWER 1,031.81

SASKTEL 134.72

SHAW CABLE - 753 KETTLES ST. 607.84

SHAW DIRECT 898.81

SHAW'S ENTERPRISES LTD. 3,223.32

SILVERLEA DEVELOPMENTS INC. 420.00

SMITH TRUCKING 4,175.99

SOLICK SEEDS AG RETAIL INC 9,804.51

SOUTH WEST WASTE MANAGEMENT INC. 1,680.00

SPECTRUM WIRELINE SERVICES LTD. 4,252.50

SPEEDY SEPTIC TANK SERVICE 3,250.80

STEEL DRAGON MACHINING LTD. 296.31

T3 SAFETY RENTALS LTD 1,260.00

TELUS 4,347.05

TELUS-627-4550 (552-8008) 43.16

TELUS-627-4602 40.96

THE BOLT SUPPLY STORE LTD. 7,023.91

THE SALTY SURF INN INC. 4,344.02

THOMAS RADIATORS (1980) LTD. 455.18

TOP WASTE/PEACHES PORTABLES LTD. 2,977.78

TOWN OF PENHOLD 2,525.60

TRIKON PRECAST CONCRETE PROD 7,125.42

UNITED RENTALS OF CANADA INC. 60,148.16

V.I. EQUIPMENT LTD. 4,755.94

VISA CLASSIC II/07 47,041.42

W.R. SCOTT EQUIPMENT LTD 1,707.17

WALMART M/C - BUD - 6595/3807/7981 15.04

WALMART M/C - CAVELL - 9985/7083 373.96

WATROUS CONCRETE LTD. 31,141.75

WATROUS CO-OP ASSOC. LTD. 149,323.00

WATROUS HOME HARDWARE BUILDING CTR. 12,977.73

WATROUS NEW HOLLAND 11,400.94

WELL PRO ENTERPRISES LTD. 29,890.75

WENSTROM EQUIPMENT COMPANY 3,024.81

WEST CENTRAL HEAVY DUTY REPAIR LTD. 33.32

WESTERN FINANCIAL GROUP - (NAN) 2,631.78

WOODY'S AUTO-STETTLER 646.78

YOUNG CO-OPERATIVE ASSOC. 2,527.54

Total outstanding: 4,308,801.85

Page 1 of 2


Form 87



CHINOOK PIPELINE LTD.


1. On the 27th day of May, 2016, the undersigned, KPMG Inc., became the Receiver (the “Receiver”) in respect of the property of Chinook Pipeline Ltd. (“Chinook”) (the “Property”). The Property is described below:


Estimated Book Value

Investment in Chinook Pipeline Limited Partnership $ 247.00 Total $ 247.00




(b) Principal line of business: Holding Company




Page 2 of 2


Alberta Treasury Branches $ 12,619,865.25Canada Revenue Agency UnknownIntact Insurance Company UnknownRCAP Leasing Inc. 21,466.08 $ 12,641,331.33



Dated at Calgary, Alberta, this 1st day of June, 2016. KPMG Inc., in its capacity as Chinook Pipeline Ltd. and not in its personal capacity


Appendix C

Pipeline Equipment Schedule

Document Classification: KPMG Confidential

CHINOOK PIPELINE GROUPASSET LOT "A" - ASSETS LOCATED AT THE MAIN YARD IN PINCHER CREEK ALBERTAAS AT AUGUST 19, 2016LIST SUBJECT TO CHANGE

# DESCRIPTION Serial Number Chinook Unit #

White KPMG Unit Mileage

PIPELINE EQUIPMENTCRAWLER DOZERS1 2005 D6N LGP Crawler Tractor CAT00D6NVALY016552 2003 D6N LGP Crawler Tractor CAT00D6NPALY004973 Cat D6N Crawler Tractor CAT00D6NJALP002464 2004 Cat D6N LGP CAT00D6NHALY008825 D9G CAT - ANDERSON 66A9445 9136 D9G Cat - DRAIN 66A122177 D9G Cat - PLOUGH 8138 1976 Cat D9H 90V03007 9179 Fiat Allis HD41B dozer 75S-0349210 Allis Chalmers Dozer 237 TD33250011 Cat D9 Dozer 97U82 66A12082 91612 Fiat Allis HD41B Crawler 75S0317313 Fiat Allis HD41B Crawler 75S375714 Cat Crawler/Dozer 955K 61H1923 95615 Fiat-Allis Crawler Dozer HD 41B 75S 0374016 CAT D89C Dozer 41V1474519 1977 Cat D8K (S83K) Crawler Pipelayer 77V09693 88320 Cat D8 77V324221 Fiat-Allis Crawler Dozer HD 41B 75S0335723 CAT Plough 16014 NC1700924 Cat D8K Tractor 77V14944MULCHERS26 Bron 550 Crawler Self-propelled mulcher 05M01108427 2003 Fecon RT-400 Crawler 79924090328 2006 Bron 400 Mulcher 06M09116129 Fecon RT 400 79925100330 Fecon Mulcher 4070 7601171004DITCHERS31 TA77 Barber Greene TA77X14732 TA77 Barber Greene TA77X13733 Barber-Greene TA77 Wheel Ditcher TA77X20534 Barber-Greene TA77 Wheel Ditcher TA77X15435 Barber-Greene TA77 Crawler Wheel Trencher TA77X13236 Cat V12 Wheel Ditcher TR1 TR137 Cat V16 Wheel Ditcher TR2 TR238 Detroit 8V71 Wheel Ditcher TR3 TR339 2001 Ditch Witch HT185 Chain Trencher 6V0004 185

40 2000 "Ditch Witch" H1812 "Front Section" Trencher Attachment 2T4886

WHEEL LOADER41 2001 Cat 928G wheel Loader CAT0928GH6XR0319442 Cat 950F Tool Carrier loader 5SK03326 95344 2003 Cat 972G Series II Wheel loader CAT0972GCAWP00255 97045 1999 Cat 980G Wheel Loader 2KR0296347 Skytrac - zoom boom #149749 2006 Cat 980H Wheel Loader CAT0980HEJMS00987AGGREGATE EQUIPMENT50 Chieftain 2100 Triple Deck mobile plant 124 02 611 27727 Hours





BACKHOE LOADERS51 06 Case 590SM series 2 4x4 NH6 42011352 710 John Deere Back Hoe 70211253 Caterpillar Loader/Backhoe MO-436B 6MJ0034354 Cat 446 Backhoe Loader 6XF00259 BH6COMPACTORS55 Bomag BW142 P.D. 101510210134 14256 Dynapac CA 25 PD Packer 575116057 Roller, Model YZ14JC 00000558 Bomag BW172PD-2 Pad foot 520115897 17359 Dynapac CA 152PD Vibratory 6432070160 2002 Cat CP563D Vibratory Compactor CATCP563J92W0061661 2001 Super Pac 8410 Vibratory Pad foot 10197162 2001 Cat CP563D Vibratory Pad foot CATCP563K9ZW0050363 Hyster C530A 9 Wheel Roller A9102906Y64 Dynapac CA15 534-00565 Bomag BW142PD Yellow Compactor 10151021011366 Bomag Compactor 8 Wheel Loader BW 11R 11167 Dynapac Compactor Blackwood Hodge CA25IIPD68 Dynapac Compactor Blackwood Hodge70 Dynapac 15PD Packer 1025-S1771 1994 Bomag 9 Wheel Roller A091C4294RMOTOR GRADERS72 780A Champion 96CH096973 2001 Cat 14H Motor Grader CAT0014HP7WJ0193874 2002 Cat 14H Motor Grader CAT0014HH7WJ0221275 1978 Cat 16G Motor Grader 93U138576 1999 Cat 160H Grader with snow wing 9EJ0077577 Cat 3528 Grader78 1995 Champion Grader 740A X024700X79 Cat 16 Motor Grader 49G541 160HYDRAULIC EXCAVATORS80 LS98 Link Belt 9LR2323C81 2007 John Deere 180CW Mobile Exc FF180CW030113 18182 1999 Cat M318 Wheel Excavator 8ALO170084 02 Hitachi ZX225US Hydraulic Excavator HCM1GF00P0010487985 Hitachi ZX230LC Hydraulic Excavator ARJ410193 23186 EX 300-3C Hitachi 15m-1139387 Hitachi 330LC Hydraulic Excavator HCM1HH00J0003071588 Hitachi ZX330LC Hydraulic Excavator Hcm1hh00h0003118989 Hitachi ZX330LC Hydraulic Excavator HCMIHH00T0003219890 Hitachi ZX330LC Hydraulic Excavator HCMH1H00C0003219791 05 Hitachi ZX330LC Hydraulic Excavator FF01HHQ03401992 08 Hitachi ZX330 LC Hydraulic Exc FF01HH003572093 EX 400LC-3 Hitachi 166-577394 Hitachi 450LC Hydraulic Excavator 16JP01010095 Hitachi ZX450LC Hydraulic Excavator HCM16J00H00010436 15756 Hours96 Hitachi ZX450LC Hydraulic Excavator FF016JQ011693 11909 Hours97 04 Hitachi ZX450LC Hydraulic Excavator HCM16J00C00010835 11403 Hours98 04 Hitachi ZX450LC VG Hydraulic Exc HCM16J00T0001100899 06 Hitachi ZX450LC-3 Hydraulic Exc FF01J3Q020404100 06 Hitachi ZX450LC-3 Hydraulic Exc FF01J3Q020340101 Kobelco Sk480LC YS06U0109102 Hitachi ZX600LC Hydraulic Excavator HCM17P00K00004188 7659 Hours103 05 John Deere 600C LC Hydraulic Excavator FF600CX951069





104 07 Link Belt 700LX Hydraulic Ex EMBJ73008 11668 Hours105 2003 Hitachi ZX800 Excavator HCM17V00E00006165 9107 Hours106 2005 Hitachi ZX800 Excavator FF017VQ006550

107 05 Hitachi ZX800 Hydraulic Excavator FF017VQ006574

108 04 John Deere 800C Hydraulic Excavator FF800CX971051109 Hitachi ZX200 Excavator HCM1G600L00104812 203110 Hitachi EX310H-3C 15R-10600 311111 Hitachi EX300LC-2 15K-5834 301112 Hitachi ZX200 LC ARH310381113 Hitachi EX 200LC-3 14C-79478114 Hitachi ZX330 LC HCM1HH00L00030624115 Cat 245 Excavator 94L3525c4494116 CAT 245B Series II Excavator 11N00320117 Hitachi EX200LC-5 14HP087082118 Hitachi 450LC Hydraulic Excavator FF016JQ011758119 Hitachi ZX200LC Hydraulic Excavator ARH310315123 2004 Hitachi ZX450LC-3 HCM16J00T0001108124 2004 John Deere 270C Excavator FF270CX702124SCRAPER125 1968 Terex Model TS14 50969 TS-14 1601 HoursPIPELAYERS126 1976 Cat D3 Crawler Pipelayer 79U01369127 450C Case 3077541 221128 D4E Cat 83J3979129 D4D Cat 83J2251130 1969 Cat D4D Crawler Pipelayer 82J1563131 Cat D5 Crawler Pipelayer 12R0337132 561C Cat 92J549133 D-65 Komatzo Pipelayer 34156134 1973 Cat D6C Crawler Pipelayer 69J2346135 1967 Cat 977K Crawler Pipelayer 46H00805 783136 Fiat Allis SB41B Hydro Pipelayer 99A02716137 Fiat Allis SB41B Hydro Pipelayer 99A01444138 Chase 450C Pipelayer 7993579139 Cat Pipelayer 594H 62H233/Z62H238140 Cat Pipelayer D4PS 83 12251141 Komatsu Pipelayer 651142 Allis Chalmers Pipelayer HD6E 17045143 Cat HD6 1639410144 Cat 583K 46A33783 884SNOWCAT145 1993 Bombardier BR400+ Crawler 831930372ARTICULATED TRUCKS146 1997 Volvo A30C Rock Truck A30CV2606 19829147 2000 Volvo A30C 6x6 Dump Truck A30CV3453148 Hitachi AH350C 6x6 AEB4107551R000006 111149 2000 Volvo A30C Rock Truck A30CV60372 112150 2005 Cat 730 6x6 Dump Truck CAT00730AAGF01475





TRENCHLESS EQUIPMENT151 2001 Tulsa Mud Recycler 5CNDF50311C000026 T72153 Misc. reamer 30", 36", 42" x2

154 Vermeer Drills & Rods etc. - Terraco Excavating

155 Vermeer Drills & Rods etc. - Verneer Sales156 Drill rods - Peteres

157 2005 Vermeer D75x100 Crawler Directional 1VRZ2902051000105

158 2006 Vermeer D36x50 Horizontal Directional Drill 1VRZ180W441000106 361

159 Case Crawler Direct Drill xxxx06160 1998 Ditch Witch 2720 crawler Direct Drill 2R2812161 1998 Ditch Witch 2720 crawler Direct Drill 2S3830162 2000 Ditch Witch JT2720 2T4630163 2000 Ditch Witch JT2720 2T2207164 2000 Ditch Witch JT2720 2T2222165 1998 Ditch Witch JT2720 Crawler dir. drill 2R1947166 2003 Vermeer D18x22 Crawler Directional VRX170S131000125TRAILERS167 Fruehauf 8x40 T/A Shop Van Trailer FWF346602 T11168 Anser 70 Ton Tridem Lowboy 2A9LB7131WV045001 T22169 Knight 45 ton T/A Double Drop lowboy 2K9LB2459DL008001 T33170 Cozad Jeep & Long neck CC77126 T3

172 2003 Cozad 80 ton (plus jeep & booster) 1C9XL632X31772116 T41 - T43

173 1980 Neils 16 Wheel Jeep NLP8003P2263 T36174 Eager Beaver 9HDB 9 ton 28ft trailer 112HAM287KA032079 T47175 Cozad 65 Ton 16 Wheel Jeep CC77083 T51176 Manac 53ft Tridem Hiboy 2M5131618W1054594 T53177 1998 Brentwood Oilfield Float - 47' x 8'6" 2B9MDF3L7WS304262 T71178 2000 Advance tridem PU tank trailer 2AESPTKH4YE000140 T73179 Columbia LTTD-38-SM T/A Booster 8838 T27180 Tandem Axle Water Trailer Gov Cert CV440107181 Cozad 65 Ton 16 Wheel Lowboy CC77082 T50182 Large Blue Semi Trailer ED31-504/301002183 50 FT Flat Deck Trailer184 40 FT "A" Train Flat Deck185 40 FT Flat Deck186 Arnes 3 Axle Gravel Wagon AR803691 T35187 Dump Truck Pup Trailer188 XL80 JPS Trailer 4U3S0262X4L004757 T23189 Flat deck Tandem axle trailer190 48 ft. trailer tandem axle

191 Large Red/White Semi Trailer w/ Olympian D150P1 Base Fuel Tank in the back

90620 (Spray-painted on back)

192 Fruehauf 8 Wheel LoBoy 32K747701 T5193 45' Spade HiBoy 4335001 T13194 Trailmobile Parts Trailer 172972 T28195 Arne's Booster B155240211 T4

196 1995 Custom T/A Pintle Hich Pup with 2600 Gallon Poly Tank 2AT808258SU105173 T74

198 McCoy Southland 15ft T/A Gravel Pup 2S9NM6396V1024359 T34199 Cozad 16 Wheel LoBoy CC77102 T2200 Lode King 53 ft. Tridem Hiboy 2LDPF5337W9030191 T54201 Doepker Super B 2001 2D3HBFA2911012829202 Fruehauf Tilt Deck 32X715201 T12





203 1981 Univision Dually equip trailer G310800728FD T10204 Midland MC 3000 Clam Dump SMFB2S4D54R002764 T8MISC CONSTRUCTION EQUIPMENT

205 1998 Fockersperger FSP18 Cable Plow Mantisplow 189816

206 11' Wide Bucket208 Cat 225 Feller Buncher 51U2273209 Godwin CD150M 6" Trash Pump 0128073-6 or 054234847210 #1 Storage Unit211 #2 Storage Unit212 #3 Storage Unit213 #4 Storage Unit214 #5 Storage Unit215 #6 Storage Unit216 #7 Storage Unit217 #8 Storage Unit218 #9 Storage Unit219 #10 Storage Unit220 #11 Storage Unit221 #12 Storage Unit222 #13 Storage Unit223 #14 Storage Unit224 #15 Storage Unit225 #18 Storage Unit226 #19 Storage Unit227 #20 Storage Unit228 #21 Storage Unit229 #23 Blue Storage Unit230 #24 Faded Blue Storage Unit EA28-32231 #25 White/Blue Storage House

232 Various other miscellaneous items, assume to be around #21 Storage Unit

233 Precast Concrete234 Engine Tent235 Shed 1236 Shed 2237 Blue Sea Can, 20 inch238 Green Sea Can, 20 inch

239 White Sea Can, 40 inch (Electrical plugs & outlets)

240 Red Sea Can, 20 inch241 Rear Shed244 Ingersoll Rand Compressor 166166U88329 185245 AMIDA Light Tower 507505D - 4 Unit 961137757246 Portable Tool Air Compressor247 Hertz Generator 76110852248 Heater 269407E249 Ingersoll Rand Generator 320320UCL295250 Allmand Generator 0062MXL10251 Ingersoll Rand Generator 36797215252 Heater253 Heater254 3X Log Clamp Weldco Biels255 1X Log Grapple Forklift Attachment256 43X Hoe Attachment257 2X Quick Change Fork Assembly





258 84 ft. by 32 ft. Panaboad259 8 ft. by 24 ft. steel tool shed

260 Caterpillar CAT Generator Set with GE Model 5AT1223727A8 JF8372176

261 Chronous Generator 60Hz Model 370 C26M226001262 Portapotty 1263 Portapotty 2264 Large Blue Storage House EA28-35/L2790265 Gardner Denver Compressor

266 Bemac AC Generator With 4 Cyl Diesel inside 12ft U built Shed

267 Elgin Pelican Street Sweeper268 6" Pipe Plow269 4" Pipe Plow270 HD41B Cushion Dozer271 Bron HS III Plow (for pipe) 99M11902272 Bron HS III utility Plow273 1999 Bron HSIII 6 Way Plow274 Cat 59 Crawler winch

275 PACCAR PA55-D00110 HYDRAULIC WINCH TO FIT CAT D6N 0301849

276 48" Melfred Borall Terminator Reamer277 40" Melfred Borall Reamer279 Ripper Shank280 (2) Hoe Rippers

281 NPK C-8C C8100 HOE PAC Backfill blade attachment 1N3773

282 Winch - Debolt construction283 Cat 56PS Winch 2EC00355284 Degelman 570P Rock picker 22288285 Pressure Mud pump - skid mounted 1QM26286 Flyght 4 inch Sump Pump287 10 Inch Submersible Pump - PX30N 35000193288 04 Goodwin Pumps - 6 in 33451549289 40" Dewatering Container - 2 Pumps, sand290 FLGT Dewatering pumps (8)291 2008 Ditch Witch FM25 Skid CMWFM25XE8000002292 McElroy 28 Prtbl Fusion Machine C45004293 McElroy 12-18RPU Prtbl Fusion Mach C16170294 McElroy 412 Fusion Machine C56033295 McElroy Pitbull No. 28 C27048296 2006 Allmand Bros Max-Heat heater 0195MXH06297 2008 Soosan Rock Hammer & Accessories298 WBM 96" Swivel Bucket - 450 series exc299 Imac Cleanup Bucket IMAC Quick coupler300 Caterpillar 139" loader bucket301 Sec 135" Wheel Loader Bucket302 Kitchen & Dinning Rm 16,17303 2013 Sea Can Conversion Office SE2-55304 White Fuel Tank on Skid305 Wheatheart Auger306 Vanguard Trailer 310091-1307 Various Excavator Buckets





SEMI TRACTORS311 1992 Kenworth T800 - 460 Detroit 2XKDDBOX8NM927809 43 89312 1989 Freightliner - 400 Cat 2FUY2SYB1KV325845 102313 1990 GMC Top Kick S/A Fuel Truck 1GDM7H1JXLJ601929 92314 1986 Intl S1900 Flatbed Crane Truck 1HTLDTVPOGHA50536 84315 1999 Intl 9400 Tractor 2HSFHASROXC069544 101316 1992 GMC Top Kick T/A 1GDS7H4J3NJ520034 238762317 2000 Kenworth T800 Hydro Vac 1NKDXBEX3YS960524 107318 1998 Western Star 5964SS T/A Truck Tractor 2WKRDDCJ4WK949728319 1987 GMC Hydro Vac Truck 1GDT8C4Y6HV501623 67 83

320 1985 International Truck w/ 2100 gallon S/A water tank 1HSZHKAN6FHA21493 65 90

321 1990 Ford L8000 T/A Flatbed w/ Palfinger PK 17000 B Folding Crane truck 1FDYW82AXLVA31300 62 110

322 2001 International 2554 T/A Hydro Vacuum Truck 1HTGCADT31H310830 63 50644

323 Ford L8000 T/A Hydro Vac Truck 1FDSW82AOLVA19128 71 94324 2002 Intl 4300 S/A Reefer Truck 1HTMMAAP42H535167 R204 / 73 95325 2001 Kenworth T800 T/A Water Truck 1NKDLV0X71R963454 75328 2005 Freightliner FLD 120SD 1FURALCKX5DU09814330 1991 International 4900 T/A 1HTSHNXR5MH389358 10640331 1990 International 4900 T/A 1HTSHTVR8LH230565 95561332 1993 GMC Topkick Gravel Truck 1GDT7H4J9PJ517937 87333 1989 GMC 7000 SA Water truck 1CDL7D1B2KV504115 6 50992 M334 1978 International Water Truck D0535HCA28606 11 93335 1979 International Gravel Truck CF255JHA16856 231 91336 1994 GMC 7500 Topkick service truck 1GDL7H1J9RJ508131 260432337 1987 Ford L9000 Tank Truck 1FDYU90X1HVA27078 69 978059338 1981 International Truck 1HTAA16B6BHB29256 4340 1999 Peterbilt/Neustar Dump Truck 379 T/A 1XP-5DR9X-3-XD488764 1475043341 Mack Oil Tanker Truck RD68654880 100342 Vacuum Truck LNCCFF6VK945967 103344 Freightliner Tractor 2FUP2DYB8KV325431 99345 MAN Green Tractor Unit WMAT3404371016710 97346 1991 Mercedes-Benz AG Teal Tractor Unit 4371171W163851 98347 1986 International S1900 Gravel Truck 1HTLDTV1GHA67649 5348 2000 Mack CH613 Tank Truck 1M2AA18C8YW121031





LIGHT VEHICLES349 1995 Ford F250 (Green) 1FTHX26F4SKA15159351 2003 Ford F350 XLT 1FTSW31F93EA61172 65352 2003 Ford F350 4X4 Crewcab 1FTSW31P83W896555 77353 2001 Ford F550 1FDAF57F41EC30277 20354 2003 Ford F350 4X4 Crewcab Lariat 1FT8W31P94EA59383 88355 2003 Ford F250 SD QDCB 4x4 1FTNX21S63ED68879 39356 2004 Ford 350 SD CRCB 1FTSW31S24EA68138 95 19357 2004 Ford 350 SD CRCB 1FTSW31S14ED79804 96 113358 2004 Ford 350 SD CRCB Service body 1FDWX37P94ED10016 98359 2004 Dodge 2500 QUAD CAB 4x4 1D7KU28D74J230351 80 28360 2005 GMC 3500 4X4 1GDJK332X5E957913 58363 2005 GMC 3500 Crewcab 4x4 1GTHK33U95F837282 115 383800364 2006 Chevy 3500 Ex-cab 4x4 Silverado 1GCHK39286E108851 114 27366 2007 Ford SD F-350 4x4 crcb 1FTWW31597EB26858 103 50368 2003 Chevy 3500 1GBJK34U63E236033 1369 2006 Chevy 3500 Extended Cab 4x4 1GBJK39G16E247365 125 63370 2004 Ford F350 Crew cab 4x4 flatbed 1FDWW37SX4ED61869 119 104371 2000 Dodge Ram 1500 slt 4x4 1B7HF13Z6YJ184710 32372 2001 GMC 2500 HD SLE 4x4 1GTHK29UX1E173608 59

373 2004 Chevy 3500 Dually Deck Diesel Crew cab 4x4 1GBJK33234F234119 124 54

374 1997 Dodge Diesel deck 3500 4x4 1B6MF36DXVJ622669 9 400675375 2001 Ford F350 Ext Cab 4x4 Dually 1FTWX33F31EC57858 127 366228376 Ford F450 Service Truck 219070377 Ford F250 XL Super duty Crew Cab 1FTNW21L91EC48647 75378 2006 Ford F350 XL Super duty Crew Cab 1FTWW31Y06EC00855 52379 2006 Ford F350 Crew Cab 4x4 1FTWW31Y96EC00854 140 23380 2006 Ford F350 4x4 Crew Cab Flatbed 1FDSW35587EA61358 141 31381 2006 Dodge 2500 4x4 Utility Truck 1D7KS28D66J209242 143 42382 2005 Dodge 2500 4x4 Utility Truck 3D7KS28D05G743742 137 70383 2006 Ford F250 XL Crew Cab 4x4 1FTSW21506ED41925 146 43384 2008 Ford F150 4x4 Lariat 1FTPW14V18FB58512 148 61385 2006 Ford F250 4x4 1FTSW21636ED34242 149 106386 2007 Ford F350 4x4 Utility truck 1FTSF31567EA34394 153 71387 2006 Ford F350 XL Crew cab 4x4 1FTWW31Y46EC00857 154 66388 2007 Ford F350 XL Crew Cab 4x4 1FTWW31568EC63032 162 26389 2007 Ford F350 XL Crew Cab 4x4 1FTWW31587EA71965 163 68390 2008 Ford F350 XL Crew Cab 4x4 Flatbed 1FTWW31588EC57927 164 21391 2007 Ford F350 XLT Crew Cab 4x4 Flatbed 1FDSW35YX7EA54471 165392 2001 Ford F450 4x4 Service truck 1FDXF47S11EB03973 166 51393 2006 Dodge 2500 Crew cab 4x4 Utility Truck 3D7KS28D56G157085 167 25394 2006 Ford F350 XL Crew Cab 4x4 Flatbed 1FDSW35526ED49763 159 47395 2002 Ford F350 XL Crew Cab 4x4 Flatbed 1FTSW31LX2EB80630 22396 2006 Ford F350 Crew Cab 4x4 1FTWW31576ED49737 171 64397 2004 Ford F350 Crew Cab 4x4 1FTSW31L44EA30094 172 30398 2010 Ford F250 XLT Crew Cab 4x4 1FTSW2B50AEA64832 173 73399 2001 Ford F450 Crew Cab 4x4 Flatbed 1FDXW47S71EC48600 176 53400 2005 Ford F350 Crew cab 4x4 flatbed 1FDSW35L94EA48547 177 105401 2001 GMC 2500 Crew Cab Deck Truck 1GTHC23U01F146479 67402 2006 Ford F350 XL Crewcab 1FTWW31536EB16552 181 76403 2002 GMC 3500 Crewcab 1GDJC33GX2F207111 85405 2006 Ford F450 XL Crewcab flat deck 1FDXW47Y36A00632 189 57406 2005 GMC Sierra 2500HD Crew cab 1GTHC23U05F932319 194408 Chevrolet Silverado 1GCHK33F7RJ359335 16 353364





409 Ford F-350410 Ford F-350411 Ford F-350 (White)412 Ford F-250 (Light brown)413 Ford F-150 (Red)414 1994 F-150 2FTEF15Y4RCA57154 80415 2000 Chevrolet Silverado 4X4 1GCGK29U2YE321336 79416 2000 Chevrolet 3500 Silverado 1GCEK19T91Z128155417 1997 Ford F-250 1FTHF26F6VEB14569 60418 Doge RAM 3500419 2001 Ford F-250 1FTNF21L91ED64379 49420 1996 Chrysler RAM Laramie SLT 3B7MF33D4VM529424 46 320681421 2000 Ford F-350 1FTSW31S21EA82116 17 265393423 2002 Ford Ambulance 1FDX45F2HA51966 Unit 112 140424 1995 Cadillac Seville SLS 1G6KS5ZY3SU835964 86426 Ford F350427 2007 Ford F250 SuperDuty 1FTSX21PX7EB45474 113429 97 Ford Club Wagon XLT 1FB5S3150WHA06884 82

430 2004 Ford E350 Econoline E-350 Unibody Cutaway 1FDSE35L74HA94332 111 81

431 2006 Ford F150 XLT Lariat Crew Cab 1FTPW14566FA68365 195432 2008 Ford F350 XL Super Duty crew cab 1FTWW31Y78EB65007 133433 2007 Ford F350 Crew cab flat bed 1FDSW358587EA64826 152434 2007 GMC 2500HD 4x4 Pickup Extended cab 1GTHK29K57E540888 174435 Ford F450 4x4 Flat bed truck 1FDXF47S91EA93404 136436 2006 Ford F150 4x4 Lariat 1FTPW145X6FB08768 151 37437 2008 Ford F250 4x4 1FTSW21506EC10559 150 38438 2006 Ford F350 4x4 Crew Cab Flatbed 1FTWW31556EB05164 142 40439 2005 Dodge 3500 Ram Crew Cab Flatbed 3D7MS48C25G776687 134 56440 2005 Chevy 3500 Crew cab 4x4 flatbed 1GCHK33225F812478 118 62441 Ford F800 Cargo Van Truck 1FDPF80CXWVA21869 96442 1999 Ford F450 1FDXF46S2YEB55320 135 8443 Jeep 1J4FJ78S0PL620579 15444 GMC 4X4 White 1GDHR34K9JJ504995 18445 Chevy 3500 Black Cheyenne 1GBJK34F0SE184994 36446 2007 Ford F350 XLT Crew Cab 4x4 Flatbed 1FTWW31567EA50788 41447 Mack Truck, Blue and White R685ST-17672-C 44448 F350 White 1FTJV36F8VE5323 45


CHINOOK PIPELINE GROUPASSET LOT "B" - ASSETS LOCATED AT THE MAINTENANCE SHOP IN PINCHER CREEK ALBERTAAS AT AUGUST 19, 2016LIST SUBJECT TO CHANGE



PIPELINE EQUIPMENTCRAWLER DOZERS17 D8 Cat 2U961418 D8 Cat 2U864822 1993 Cat D8N Crawler 9TC1993SKID STEER LOADERS25 2009 John Deere CT322 Multi terrain T0322TA175999WHEEL LOADER43 2006 Cat 950H Wheel Loader CAT0950HEK5K0040346 955 K Cat 71J4279COMPACTORS69 Bomag BW 172 PD-2 136520221019HYDRAULIC EXCAVATORS83 Hitachi EX200-3 Hydraulic Excavator 14C-80562120 Hitachi EX 300LC 15L-7488121 Hitachi EX 300LC 15L-7572122 Hitachi EX200LC-3 14C-83146TRAILERS171 Reinke Drop Deck - L2757 4C6DC 5332W1090191 T1197 Cozad 16 Wheel Jeep CC77104 T45MISC CONSTRUCTION EQUIPMENT207 Cab - Hitachi242 Various items in the Shop Yard location243 Various items inside the shop308 3 20' Sea cans309 1 40' Sea can310 19 sections of pallet racking and various itemsSEMI TRACTORS326 1989 International F1954 Hydro Vac 1HTLKTVR1KH668056 132327 1994 GMC Top Kick Gravel Truck 1GDT7H4J3RJ520612 143 409550LIGHT VEHICLES350 1999 Ford F350 Crew Cab 4x4 Flat bed 1FTWW33F9XEA13191 134361 2007 GMC Sierra 2500 HD Classic EXCB 4X4 1GTHK29U47E131749 108 139362 2006 Chevy 3500 Deck 4x4 Silverado 1GCHK33U96F155004 110 24 and 137365 1999 Ford 350 SD Flat deck 4x4 1FTWX33S2XEB76047 138 221003367 2008 Ford F350 SD CRCB flat deck 1FTWW51R36EA14268 85 133404 2008 Ford F550 XL 4x4 6.4L Diesel 1FDAF57RXBED79930 183 135407 2009 FORD F350SD SWR 4X4 1FTWX31RX9EA24312 130422 2004 Chevrolet Avalanche 3GNEK12T44G193498 89 142425 1986 GMC C3500 1GDJC34M5GJ515098 Unit 93 141 401918428 1998 Ford F350 XL SuperDuty Work Truck 1FDWF36S3XEA50595 90 108


CHINOOK PIPELINE GROUPASSET LOT "C" - ASSETS LOCATED AT THE CHINOOK PIPELINE OFFICES IN PINCHER CREEK ALBERTAS AT AUGUST 19, 2016LIST SUBJECT TO CHANGE

# DESCRIPTION

OFFICE FURNITURE AND EQUIPMENT449 Various pieces of office furniture and fixtures450 Various pieces of computer hardware and peripherals

Appendix D

Interim Statement of Receipts and Disbursements

from May 27, 2016 to September 30, 2016

RECEIPTS: Notes AmountReceivers Certificate 650,000.00 Receipts from Intact 351,958.61 Income from Cowley job 74,961.60 Receipts from Accounts Receivable 1 57,232.44 Miscellaneous Refunds 2 33,343.69 GST refund 27,174.38 Cash in bank 1,109.33 GST collected 230.13 TOTAL RECEIPTS 1,196,010.18$

DISBURSEMENTS:Wages of Contractors 561,105.47 Payroll deductions 125,926.31 Specialized Contractor's expenses 3 104,433.12 Fuel 86,038.34 Specialized Contractor's fees 80,511.30 Accomodations for Saskwater employees 73,100.00 Trucking and transport 47,452.18 Insurance 36,932.08 GST paid 20,212.22 Operating Expenses 4 11,494.44 Interest on Receiver's Certificate 8,195.15 Municipal Taxes 7,743.39 Security 7,611.00 Appraisal fees on non-ATB assets 4,394.32 Utilities 1,887.58 Costs associated with realization of assets 450.00 Change of locks 425.00 Bank charges 515.92 OSB Fees 280.00 TOTAL DISBURSEMENTS 1,178,707.82$

EXCESS OF RECEIPTS OVER DISBURSEMENTS 17,302.36$

Notes1 Amounts collected from pre-receivership Accounts Receivable and Ritchie Bros proceeds from pre-receivership

auction.2 Refunds from cancellation of utilities and surplus refund from Saskatchewan Workers Compensation Board.34 Operating expenses include hauling fees, materials to complete the Cowley job, and garbage removal from the

Main Yard.

Consultant's expenses includes costs to run the Demobilization Plan.

FOR THE PERIOD MAY 27, 2016 - SEPTEMBER 30, 2016RECEIVER'S INTERIM STATEMENT OF RECEIPTS AND DISBURSEMENTS

IN THE MATTER OF THE RECEIVERSHIP OFCHINOOK PIPELINE GROUP OF COMPANIES

Appendix E

Cash Flow Projection for the period

October 1, 2016 to December 31, 2016

Chinook Pipeline Group of Companies - In ReceivershipCash Flow Projection for the Period of October 1, 2016 to December 31, 2016C$, Unaudited

October 2016

November 2016

December 2016 Total

Cash Inflows 45,833 - - 45,833

Cash OutflowsProfessional fees (Receiver and Legal Counsel) 471,115 100,000 60,000 631,115 Contingency 30,000 30,000 30,000 90,000 Miscellaneous site related costs 23,541 20,000 20,000 63,541 Specialized Contractor 25,875 17,250 17,250 60,375 Insurance and Utilities 10,552 10,552 10,552 31,655 Interest from Receiver Certificate and Banking fees 2,600 2,600 2,600 7,800 Moving and Storage Cost - 2,000 - 2,000 Statutory Fees for CPI Assignment in Bankruptcy 500 - - 500

Total Cash Outflows 564,183 182,402 140,402 886,987

Net Cash Flow Forecast (841,154)Net Cash Flow as of September 30, 2016 1

Add: Total Cash Inflow 2 546,010 Less: Total Cash Outflow (1,178,708)

Total Cash Flow Forecast (1,473,852)Borrowing Requirements to Fund Receivership (Rounded) 1,500,000 Note1 - Amounts are from the interim statement of receipts and disbursements from May 27, 2016 to September 30, 2016.

2 - Amount does not include borrowed amount of $650,000 from ATB under the Receiver Certificate.

Appendix F

RFP Package

KPMG Inc. 3100, 205 - 5th Avenue SW Calgary, AB T2P 4B9 Canada

Telephone Fax Internet

(403) 691-8000 (403) 691-8009 www.kpmg.ca

August 19, 2016

REQUEST FOR LIQUIDATION PROPOSALS – CHINOOK PIPELINE GROUP OF COMPANIES – IN RECEIVERSHIP On May 27, 2016, KPMG Inc. was appointed Receiver of all of the assets, undertakings and properties of Chinook Pipeline Inc., Chinook Pipeline Limited Partnership, Chinook Pipeline Ltd., and 1466264 Alberta Ltd. (collectively, the “Companies”) pursuant to an Order (the “Receivership Order”) of the Court of Queen’s Bench of Alberta in Bankruptcy and Insolvency pronounced May 27, 2016. A copy of the Receivership Order is enclosed for your reference.

Accordingly, the Receiver is soliciting proposals from auctioneers and third party liquidators in respect of the liquidation of the Companies assets (“Liquidation Proposals”).

The purpose of this letter is to describe, among other things, the assets of the Companies that may be included in a Liquidation Proposal (the “Assets”), any Excluded Assets (as defined herein) which shall not be included in a Liquidation Proposal, and the requirements for the submission of a Liquidation Proposal.

Prospective Liquidators are requested to submit their written Liquidation Proposal in accordance with the terms hereof by no later than 5:00 p.m. Mountain Standard Time, September 9, 2016 (the “Proposal Submission Deadline”).

Disclaimer and Restrictions

This document (“Request for Proposals”) has been compiled solely for information purposes based on documentation and information obtained by the Receiver from the records of the Companies. It is provided solely for use by prospective interested parties (“Prospective Liquidators”) to solicit Liquidation Proposals in respect of the Assets, other than the Excluded Assets.

The information contained herein has been prepared to assist Prospective Liquidators in identifying the Assets and does not purport to contain any of the information that a Prospective Liquidator may require to evaluate the Assets. Prospective Liquidators should conduct their own diligence, investigation and analysis of the Assets and of the information contained in this Request for Proposals.

The Receiver provides no warranties or representations, whether express, implied, statutory or otherwise, with respect to the Assets or as to the accuracy or completeness of any information concerning the Assets. The Receiver shall have no liability for any representations (expressed or implied) contained in, or for any omissions from, this

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Request for Proposals, any information provided to the Prospective Liquidators or for any other written or oral communications transmitted to Prospective Liquidators in the course of their evaluation of the Assets.

Neither the Receiver, along with any of their respective officers, employees or advisors: (a) accepts any responsibility for any interpretation, opinion or conclusion that a Prospective Liquidator may form as a result of examining the description of the Assets; or (b) accepts any responsibility to inform the Prospective Liquidator of any matter arising or coming to the attention of the Receiver made available to the Prospective Liquidator.

The Opportunity

About Chinook Pipeline

The Companies were pipeline contractor companies / civil contractors who completed municipal and civil pipeline projects in Alberta and Saskatchewan. The Companies are based out of Pincher Creek, Alberta.

Pincher Creek Alberta is 217 KM Southwest of Calgary, Alberta. The Companies equipment are in two locations in Pincher Creek, less than 1 KM apart from each other.

About the Assets

The Assets are located at three sites. Accordingly, the Assets have been divided into the following three lots (the “Asset Lots”) based on their physical location:

Asset Lot “A” – Assets Located at the Main Yard in Pincher Creek Alberta

Asset Lot “B” – Assets Located at the Maintenance Shop in Pincher Creek Alberta

Asset Lot “C” – Assets Located at the Chinook Pipeline offices in Pincher Creek

Asset Lot “D” – Specific Assets located at third-party locations

The Assets that will be included in the Asset Lots generally consist of the following categories:

Heavy machinery used in the pipeline industry / civil construction

Mobile equipment and accessories / light trucks

Office furniture and equipment

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The Assets shall not include: (a) assets which are not owned by the Companies, including any assets which by the terms of a lease agreement with the Companies constitute the property of a lessor; (b) any other assets which the Receiver determines at any time, in its sole discretion, to be excluded from a Liquidation Proposal (collectively, “Excluded Assets”).

Request for Liquidation Proposals

Participation by a Prospective Liquidator and submission of a Liquidation Proposal in this solicitation process is subject to compliance with the terms and provisions of this Request for Proposals.

The Receiver reserves the right, in its sole discretion, to suspend or modify this solicitation process for any reason at any time, exclude any Prospective Liquidator from any further participation in the solicitation process, seek clarifications or enhancements from any Prospective Liquidator, select the chosen Prospective Liquidator(s), at its sole discretion (without any obligation to accept any Liquidation Proposal) and reject any or all Liquidation Proposals with no obligation to disclose any reason therefor. The Receiver is under no obligation to accept any offer.

Liquidation Proposal Requirements

The Receiver is seeking Liquidation Proposals from Prospective Liquidators for the liquidation of the Assets, other than the Excluded Assets, on the following terms and conditions:

(a) A Liquidation Proposal will only be considered if it is received on or before the Proposal Submission Deadline;

(b) Any travel to the Asset Locations and any other costs incurred by a Prospective Liquidator in preparing its Liquidation Proposal shall be at the expense of the Prospective Liquidator;

(c) Liquidation Proposals must specify whether the proposal is a net minimum guarantee option (and include the proposed pricing by Asset Lot and the initial upfront payment to be made by the Prospective Liquidator under this option) and/or a straight commission option (and include the expected range of values for each Asset Lot), and must contain details as to the proposed buyer’s premium and commissions or other expenses to be charged by the Prospective Liquidator;

(d) Liquidation Proposals must separately include the proposed pricing and/or expected range of values for the Asset Lots;

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(e) Liquidation Proposals must provide logistical details with respect to the Prospective Liquidator’s proposed auction and/or liquidation process, including the location of any auction or sale, dates on which any marketing process will commence, time periods for any auction or sale and proposed closing date of any transactions;

(f) Liquidation Proposals must include details regarding the anticipated timing for payment of any amounts due to the Receiver upon completion of any transactions;

(g) Liquidation Proposals must include confirmation that the Prospective Liquidator will collect and remit all applicable taxes in respect of any proposed auction(s) and/or liquidation process;

(h) Liquidation Proposals must include details with respect to any advertising to be conducted by the Prospective Liquidator in respect of any proposed auction(s) and/or liquidation process;

(i) Liquidation Proposals must include a detailed list setting out what the Prospective Liquidator requires of the Receiver in order to complete the proposed auction and/or liquidation process, including access to specific members of the Receiver’s staff, site visits, utilities access, etc.;

(j) Liquidation Proposals must include evidence satisfactory to the Receiver to demonstrate the Prospective Liquidator’s financial wherewithal to complete the proposed auction and/or liquidation process;

(k) Liquidation Proposals must include evidence satisfactory to the Receiver that the Prospective Liquidator maintains or can obtain third party liability insurance with a recognized Canadian insurance company in the amount of no less than $5 million coverage per occurrence in connection with any injury, death or damage to the Receiver, any person or to the Assets, Excluded Assets or other property of or occupied by the Receiver in connection with the engagement of the Prospective Liquidator (including any of its employees, agents, subcontractors or representatives) for the duration of any auction and/or liquidation process;

(l) Liquidation Proposals must include confirmation that the Liquidation Proposal shall remain open for acceptance by the Receiver until September 9, 2016;

(m) Liquidation Proposals must include confirmation that the Prospective Liquidator will indemnify the Receiver for: (i) any injury, death or damage that occurs in connection with the engagement of the Prospective Liquidator (including any of its employees, agents, subcontractors or representatives) to the Receiver, any person or to the Assets, Excluded Assets or other property of or occupied by the Receiver (reasonable wear

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and tear exempted) and (ii) any environmental damage or condition on or near any property of or occupied by the Receiver that occurs or arises in connection with the engagement of the Prospective Liquidator (including any of its employees, agents, subcontractors or representatives);

(n) Liquidation Proposals must specify that all sales will be completed on an "as is, where is" basis and without representations, warranties, covenants or indemnities of any kind, nature, or description by the Receiver or any of their respective agents, directors, officers, employees, professionals, advisors, or otherwise; and

(o) Liquidation Proposals must include any other terms or conditions of the Liquidation Proposal which the Prospective Liquidator believes are material to the transaction.

Proposal Review and Selection

Following the Proposal Submission Deadline, the Receiver (and their advisors), will review each Liquidation Proposal and may provide feedback to each Prospective Liquidator about its Liquidation Proposal.

The acceptance of any proposals by the Receiver shall be conditional upon the Receiver obtaining Court approval.

Proposal Submission

Prospective Liquidators are requested to submit their written Liquidation Proposal, addressed to KPMG Inc., Receiver of Chinook Pipeline, no later than 5:00 p.m. Mountain Standard Time, September 9, 2016 at:

KPMG Inc.

205 5th Ave SW

Suite 3100

Calgary AB, T2P 4B9

Attention: Cecil Cheveldave and Neil Honess

Email: [email protected] and [email protected]

(Proposals may be submitted via email)

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Further Contacts by Prospective Liquidators

Under no circumstances shall interested parties or Prospective Liquidators contact the former management, former employees, former customers, agents and/or suppliers of the Companies, without the prior written consent of KPMG Inc.

All contact by Prospective Liquidators is to be made directly with the following representatives of KPMG Inc.:

Mr. Cecil Cheveldave Mr. Chris Mihalcheon

200-206 Seymour Street 200-3200 Richter Street

Kamloops BC, V2C 6P5 Kelowna BC, V1W 5K9

Canada Canada

Tel: (250) 314-5965 Tel: (250) 979-7191

Email: [email protected] Email: [email protected]

We thank you for your interest and look forward to receiving your Liquidation Proposals by the Proposal Submission Deadline.

Enclosures





PIPELINE EQUIPMENTCRAWLER DOZERS1 2005 D6N LGP Crawler Tractor CAT00D6NVALY016552 2003 D6N LGP Crawler Tractor CAT00D6NPALY004973 Cat D6N Crawler Tractor CAT00D6NJALP002464 2004 Cat D6N LGP CAT00D6NHALY008825 D9G CAT - ANDERSON 66A9445 9136 D9G Cat - DRAIN 66A122177 D9G Cat - PLOUGH 8138 1976 Cat D9H 90V03007 9179 Fiat Allis HD41B dozer 75S-0349210 Allis Chalmers Dozer 237 TD33250011 Cat D9 Dozer 97U82 66A12082 91612 Fiat Allis HD41B Crawler 75S0317313 Fiat Allis HD41B Crawler 75S375714 Cat Crawler/Dozer 955K 61H1923 95615 Fiat-Allis Crawler Dozer HD 41B 75S 0374016 CAT D89C Dozer 41V1474519 1977 Cat D8K (S83K) Crawler Pipelayer 77V09693 88320 Cat D8 77V324221 Fiat-Allis Crawler Dozer HD 41B 75S0335723 CAT Plough 16014 NC1700924 Cat D8K Tractor 77V14944MULCHERS26 Bron 550 Crawler Self-propelled mulcher 05M01108427 2003 Fecon RT-400 Crawler 79924090328 2006 Bron 400 Mulcher 06M09116129 Fecon RT 400 79925100330 Fecon Mulcher 4070 7601171004DITCHERS31 TA77 Barber Greene TA77X14732 TA77 Barber Greene TA77X13733 Barber-Greene TA77 Wheel Ditcher TA77X20534 Barber-Greene TA77 Wheel Ditcher TA77X15435 Barber-Greene TA77 Crawler Wheel Trencher TA77X13236 Cat V12 Wheel Ditcher TR1 TR137 Cat V16 Wheel Ditcher TR2 TR238 Detroit 8V71 Wheel Ditcher TR3 TR339 2001 Ditch Witch HT185 Chain Trencher 6V0004 185

40 2000 "Ditch Witch" H1812 "Front Section" Trencher Attachment 2T4886

WHEEL LOADER41 2001 Cat 928G wheel Loader CAT0928GH6XR0319442 Cat 950F Tool Carrier loader 5SK03326 95344 2003 Cat 972G Series II Wheel loader CAT0972GCAWP00255 97045 1999 Cat 980G Wheel Loader 2KR0296347 Skytrac - zoom boom #149749 2006 Cat 980H Wheel Loader CAT0980HEJMS00987AGGREGATE EQUIPMENT50 Chieftain 2100 Triple Deck mobile plant 124 02 611 27727 Hours





BACKHOE LOADERS51 06 Case 590SM series 2 4x4 NH6 42011352 710 John Deere Back Hoe 70211253 Caterpillar Loader/Backhoe MO-436B 6MJ0034354 Cat 446 Backhoe Loader 6XF00259 BH6COMPACTORS55 Bomag BW142 P.D. 101510210134 14256 Dynapac CA 25 PD Packer 575116057 Roller, Model YZ14JC 00000558 Bomag BW172PD-2 Pad foot 520115897 17359 Dynapac CA 152PD Vibratory 6432070160 2002 Cat CP563D Vibratory Compactor CATCP563J92W0061661 2001 Super Pac 8410 Vibratory Pad foot 10197162 2001 Cat CP563D Vibratory Pad foot CATCP563K9ZW0050363 Hyster C530A 9 Wheel Roller A9102906Y64 Dynapac CA15 534-00565 Bomag BW142PD Yellow Compactor 10151021011366 Bomag Compactor 8 Wheel Loader BW 11R 11167 Dynapac Compactor Blackwood Hodge CA25IIPD68 Dynapac Compactor Blackwood Hodge70 Dynapac 15PD Packer 1025-S1771 1994 Bomag 9 Wheel Roller A091C4294RMOTOR GRADERS72 780A Champion 96CH096973 2001 Cat 14H Motor Grader CAT0014HP7WJ0193874 2002 Cat 14H Motor Grader CAT0014HH7WJ0221275 1978 Cat 16G Motor Grader 93U138576 1999 Cat 160H Grader with snow wing 9EJ0077577 Cat 3528 Grader78 1995 Champion Grader 740A X024700X79 Cat 16 Motor Grader 49G541 160HYDRAULIC EXCAVATORS80 LS98 Link Belt 9LR2323C81 2007 John Deere 180CW Mobile Exc FF180CW030113 18182 1999 Cat M318 Wheel Excavator 8ALO170084 02 Hitachi ZX225US Hydraulic Excavator HCM1GF00P0010487985 Hitachi ZX230LC Hydraulic Excavator ARJ410193 23186 EX 300-3C Hitachi 15m-1139387 Hitachi 330LC Hydraulic Excavator HCM1HH00J0003071588 Hitachi ZX330LC Hydraulic Excavator Hcm1hh00h0003118989 Hitachi ZX330LC Hydraulic Excavator HCMIHH00T0003219890 Hitachi ZX330LC Hydraulic Excavator HCMH1H00C0003219791 05 Hitachi ZX330LC Hydraulic Excavator FF01HHQ03401992 08 Hitachi ZX330 LC Hydraulic Exc FF01HH003572093 EX 400LC-3 Hitachi 166-577394 Hitachi 450LC Hydraulic Excavator 16JP01010095 Hitachi ZX450LC Hydraulic Excavator HCM16J00H00010436 15756 Hours96 Hitachi ZX450LC Hydraulic Excavator FF016JQ011693 11909 Hours97 04 Hitachi ZX450LC Hydraulic Excavator HCM16J00C00010835 11403 Hours98 04 Hitachi ZX450LC VG Hydraulic Exc HCM16J00T0001100899 06 Hitachi ZX450LC-3 Hydraulic Exc FF01J3Q020404100 06 Hitachi ZX450LC-3 Hydraulic Exc FF01J3Q020340101 Kobelco Sk480LC YS06U0109102 Hitachi ZX600LC Hydraulic Excavator HCM17P00K00004188 7659 Hours103 05 John Deere 600C LC Hydraulic Excavator FF600CX951069





104 07 Link Belt 700LX Hydraulic Ex EMBJ73008 11668 Hours105 2003 Hitachi ZX800 Excavator HCM17V00E00006165 9107 Hours106 2005 Hitachi ZX800 Excavator FF017VQ006550

107 05 Hitachi ZX800 Hydraulic Excavator FF017VQ006574

108 04 John Deere 800C Hydraulic Excavator FF800CX971051109 Hitachi ZX200 Excavator HCM1G600L00104812 203110 Hitachi EX310H-3C 15R-10600 311111 Hitachi EX300LC-2 15K-5834 301112 Hitachi ZX200 LC ARH310381113 Hitachi EX 200LC-3 14C-79478114 Hitachi ZX330 LC HCM1HH00L00030624115 Cat 245 Excavator 94L3525c4494116 CAT 245B Series II Excavator 11N00320117 Hitachi EX200LC-5 14HP087082118 Hitachi 450LC Hydraulic Excavator FF016JQ011758119 Hitachi ZX200LC Hydraulic Excavator ARH310315123 2004 Hitachi ZX450LC-3 HCM16J00T0001108124 2004 John Deere 270C Excavator FF270CX702124SCRAPER125 1968 Terex Model TS14 50969 TS-14 1601 HoursPIPELAYERS126 1976 Cat D3 Crawler Pipelayer 79U01369127 450C Case 3077541 221128 D4E Cat 83J3979129 D4D Cat 83J2251130 1969 Cat D4D Crawler Pipelayer 82J1563131 Cat D5 Crawler Pipelayer 12R0337132 561C Cat 92J549133 D-65 Komatzo Pipelayer 34156134 1973 Cat D6C Crawler Pipelayer 69J2346135 1967 Cat 977K Crawler Pipelayer 46H00805 783136 Fiat Allis SB41B Hydro Pipelayer 99A02716137 Fiat Allis SB41B Hydro Pipelayer 99A01444138 Chase 450C Pipelayer 7993579139 Cat Pipelayer 594H 62H233/Z62H238140 Cat Pipelayer D4PS 83 12251141 Komatsu Pipelayer 651142 Allis Chalmers Pipelayer HD6E 17045143 Cat HD6 1639410144 Cat 583K 46A33783 884SNOWCAT145 1993 Bombardier BR400+ Crawler 831930372ARTICULATED TRUCKS146 1997 Volvo A30C Rock Truck A30CV2606 19829147 2000 Volvo A30C 6x6 Dump Truck A30CV3453148 Hitachi AH350C 6x6 AEB4107551R000006 111149 2000 Volvo A30C Rock Truck A30CV60372 112150 2005 Cat 730 6x6 Dump Truck CAT00730AAGF01475





TRENCHLESS EQUIPMENT151 2001 Tulsa Mud Recycler 5CNDF50311C000026 T72153 Misc. reamer 30", 36", 42" x2

154 Vermeer Drills & Rods etc. - Terraco Excavating

155 Vermeer Drills & Rods etc. - Verneer Sales156 Drill rods - Peteres

157 2005 Vermeer D75x100 Crawler Directional 1VRZ2902051000105

158 2006 Vermeer D36x50 Horizontal Directional Drill 1VRZ180W441000106 361

159 Case Crawler Direct Drill xxxx06160 1998 Ditch Witch 2720 crawler Direct Drill 2R2812161 1998 Ditch Witch 2720 crawler Direct Drill 2S3830162 2000 Ditch Witch JT2720 2T4630163 2000 Ditch Witch JT2720 2T2207164 2000 Ditch Witch JT2720 2T2222165 1998 Ditch Witch JT2720 Crawler dir. drill 2R1947166 2003 Vermeer D18x22 Crawler Directional VRX170S131000125TRAILERS167 Fruehauf 8x40 T/A Shop Van Trailer FWF346602 T11168 Anser 70 Ton Tridem Lowboy 2A9LB7131WV045001 T22169 Knight 45 ton T/A Double Drop lowboy 2K9LB2459DL008001 T33170 Cozad Jeep & Long neck CC77126 T3

172 2003 Cozad 80 ton (plus jeep & booster) 1C9XL632X31772116 T41 - T43

173 1980 Neils 16 Wheel Jeep NLP8003P2263 T36174 Eager Beaver 9HDB 9 ton 28ft trailer 112HAM287KA032079 T47175 Cozad 65 Ton 16 Wheel Jeep CC77083 T51176 Manac 53ft Tridem Hiboy 2M5131618W1054594 T53177 1998 Brentwood Oilfield Float - 47' x 8'6" 2B9MDF3L7WS304262 T71178 2000 Advance tridem PU tank trailer 2AESPTKH4YE000140 T73179 Columbia LTTD-38-SM T/A Booster 8838 T27180 Tandem Axle Water Trailer Gov Cert CV440107181 Cozad 65 Ton 16 Wheel Lowboy CC77082 T50182 Large Blue Semi Trailer ED31-504/301002183 50 FT Flat Deck Trailer184 40 FT "A" Train Flat Deck185 40 FT Flat Deck186 Arnes 3 Axle Gravel Wagon AR803691 T35187 Dump Truck Pup Trailer188 XL80 JPS Trailer 4U3S0262X4L004757 T23189 Flat deck Tandem axle trailer190 48 ft. trailer tandem axle

191 Large Red/White Semi Trailer w/ Olympian D150P1 Base Fuel Tank in the back

90620 (Spray-painted on back)

192 Fruehauf 8 Wheel LoBoy 32K747701 T5193 45' Spade HiBoy 4335001 T13194 Trailmobile Parts Trailer 172972 T28195 Arne's Booster B155240211 T4

196 1995 Custom T/A Pintle Hich Pup with 2600 Gallon Poly Tank 2AT808258SU105173 T74

198 McCoy Southland 15ft T/A Gravel Pup 2S9NM6396V1024359 T34199 Cozad 16 Wheel LoBoy CC77102 T2200 Lode King 53 ft. Tridem Hiboy 2LDPF5337W9030191 T54201 Doepker Super B 2001 2D3HBFA2911012829202 Fruehauf Tilt Deck 32X715201 T12





203 1981 Univision Dually equip trailer G310800728FD T10204 Midland MC 3000 Clam Dump SMFB2S4D54R002764 T8MISC CONSTRUCTION EQUIPMENT

205 1998 Fockersperger FSP18 Cable Plow Mantisplow 189816

206 11' Wide Bucket208 Cat 225 Feller Buncher 51U2273209 Godwin CD150M 6" Trash Pump 0128073-6 or 054234847210 #1 Storage Unit211 #2 Storage Unit212 #3 Storage Unit213 #4 Storage Unit214 #5 Storage Unit215 #6 Storage Unit216 #7 Storage Unit217 #8 Storage Unit218 #9 Storage Unit219 #10 Storage Unit220 #11 Storage Unit221 #12 Storage Unit222 #13 Storage Unit223 #14 Storage Unit224 #15 Storage Unit225 #18 Storage Unit226 #19 Storage Unit227 #20 Storage Unit228 #21 Storage Unit229 #23 Blue Storage Unit230 #24 Faded Blue Storage Unit EA28-32231 #25 White/Blue Storage House

232 Various other miscellaneous items, assume to be around #21 Storage Unit

233 Precast Concrete234 Engine Tent235 Shed 1236 Shed 2237 Blue Sea Can, 20 inch238 Green Sea Can, 20 inch

239 White Sea Can, 40 inch (Electrical plugs & outlets)

240 Red Sea Can, 20 inch241 Rear Shed244 Ingersoll Rand Compressor 166166U88329 185245 AMIDA Light Tower 507505D - 4 Unit 961137757246 Portable Tool Air Compressor247 Hertz Generator 76110852248 Heater 269407E249 Ingersoll Rand Generator 320320UCL295250 Allmand Generator 0062MXL10251 Ingersoll Rand Generator 36797215252 Heater253 Heater254 3X Log Clamp Weldco Biels255 1X Log Grapple Forklift Attachment256 43X Hoe Attachment257 2X Quick Change Fork Assembly





258 84 ft. by 32 ft. Panaboad259 8 ft. by 24 ft. steel tool shed

260 Caterpillar CAT Generator Set with GE Model 5AT1223727A8 JF8372176

261 Chronous Generator 60Hz Model 370 C26M226001262 Portapotty 1263 Portapotty 2264 Large Blue Storage House EA28-35/L2790265 Gardner Denver Compressor

266 Bemac AC Generator With 4 Cyl Diesel inside 12ft U built Shed

267 Elgin Pelican Street Sweeper268 6" Pipe Plow269 4" Pipe Plow270 HD41B Cushion Dozer271 Bron HS III Plow (for pipe) 99M11902272 Bron HS III utility Plow273 1999 Bron HSIII 6 Way Plow274 Cat 59 Crawler winch

275 PACCAR PA55-D00110 HYDRAULIC WINCH TO FIT CAT D6N 0301849

276 48" Melfred Borall Terminator Reamer277 40" Melfred Borall Reamer279 Ripper Shank280 (2) Hoe Rippers

281 NPK C-8C C8100 HOE PAC Backfill blade attachment 1N3773

282 Winch - Debolt construction283 Cat 56PS Winch 2EC00355284 Degelman 570P Rock picker 22288285 Pressure Mud pump - skid mounted 1QM26286 Flyght 4 inch Sump Pump287 10 Inch Submersible Pump - PX30N 35000193288 04 Goodwin Pumps - 6 in 33451549289 40" Dewatering Container - 2 Pumps, sand290 FLGT Dewatering pumps (8)291 2008 Ditch Witch FM25 Skid CMWFM25XE8000002292 McElroy 28 Prtbl Fusion Machine C45004293 McElroy 12-18RPU Prtbl Fusion Mach C16170294 McElroy 412 Fusion Machine C56033295 McElroy Pitbull No. 28 C27048296 2006 Allmand Bros Max-Heat heater 0195MXH06297 2008 Soosan Rock Hammer & Accessories298 WBM 96" Swivel Bucket - 450 series exc299 Imac Cleanup Bucket IMAC Quick coupler300 Caterpillar 139" loader bucket301 Sec 135" Wheel Loader Bucket302 Kitchen & Dinning Rm 16,17303 2013 Sea Can Conversion Office SE2-55304 White Fuel Tank on Skid305 Wheatheart Auger306 Vanguard Trailer 310091-1307 Various Excavator Buckets





SEMI TRACTORS311 1992 Kenworth T800 - 460 Detroit 2XKDDBOX8NM927809 43 89312 1989 Freightliner - 400 Cat 2FUY2SYB1KV325845 102313 1990 GMC Top Kick S/A Fuel Truck 1GDM7H1JXLJ601929 92314 1986 Intl S1900 Flatbed Crane Truck 1HTLDTVPOGHA50536 84315 1999 Intl 9400 Tractor 2HSFHASROXC069544 101316 1992 GMC Top Kick T/A 1GDS7H4J3NJ520034 238762317 2000 Kenworth T800 Hydro Vac 1NKDXBEX3YS960524 107318 1998 Western Star 5964SS T/A Truck Tractor 2WKRDDCJ4WK949728319 1987 GMC Hydro Vac Truck 1GDT8C4Y6HV501623 67 83

320 1985 International Truck w/ 2100 gallon S/A water tank 1HSZHKAN6FHA21493 65 90

321 1990 Ford L8000 T/A Flatbed w/ Palfinger PK 17000 B Folding Crane truck 1FDYW82AXLVA31300 62 110

322 2001 International 2554 T/A Hydro Vacuum Truck 1HTGCADT31H310830 63 50644

323 Ford L8000 T/A Hydro Vac Truck 1FDSW82AOLVA19128 71 94324 2002 Intl 4300 S/A Reefer Truck 1HTMMAAP42H535167 R204 / 73 95325 2001 Kenworth T800 T/A Water Truck 1NKDLV0X71R963454 75328 2005 Freightliner FLD 120SD 1FURALCKX5DU09814330 1991 International 4900 T/A 1HTSHNXR5MH389358 10640331 1990 International 4900 T/A 1HTSHTVR8LH230565 95561332 1993 GMC Topkick Gravel Truck 1GDT7H4J9PJ517937 87333 1989 GMC 7000 SA Water truck 1CDL7D1B2KV504115 6 50992 M334 1978 International Water Truck D0535HCA28606 11 93335 1979 International Gravel Truck CF255JHA16856 231 91336 1994 GMC 7500 Topkick service truck 1GDL7H1J9RJ508131 260432337 1987 Ford L9000 Tank Truck 1FDYU90X1HVA27078 69 978059338 1981 International Truck 1HTAA16B6BHB29256 4340 1999 Peterbilt/Neustar Dump Truck 379 T/A 1XP-5DR9X-3-XD488764 1475043341 Mack Oil Tanker Truck RD68654880 100342 Vacuum Truck LNCCFF6VK945967 103344 Freightliner Tractor 2FUP2DYB8KV325431 99345 MAN Green Tractor Unit WMAT3404371016710 97346 1991 Mercedes-Benz AG Teal Tractor Unit 4371171W163851 98347 1986 International S1900 Gravel Truck 1HTLDTV1GHA67649 5348 2000 Mack CH613 Tank Truck 1M2AA18C8YW121031





LIGHT VEHICLES349 1995 Ford F250 (Green) 1FTHX26F4SKA15159351 2003 Ford F350 XLT 1FTSW31F93EA61172 65352 2003 Ford F350 4X4 Crewcab 1FTSW31P83W896555 77353 2001 Ford F550 1FDAF57F41EC30277 20354 2003 Ford F350 4X4 Crewcab Lariat 1FT8W31P94EA59383 88355 2003 Ford F250 SD QDCB 4x4 1FTNX21S63ED68879 39356 2004 Ford 350 SD CRCB 1FTSW31S24EA68138 95 19357 2004 Ford 350 SD CRCB 1FTSW31S14ED79804 96 113358 2004 Ford 350 SD CRCB Service body 1FDWX37P94ED10016 98359 2004 Dodge 2500 QUAD CAB 4x4 1D7KU28D74J230351 80 28360 2005 GMC 3500 4X4 1GDJK332X5E957913 58363 2005 GMC 3500 Crewcab 4x4 1GTHK33U95F837282 115 383800364 2006 Chevy 3500 Ex-cab 4x4 Silverado 1GCHK39286E108851 114 27366 2007 Ford SD F-350 4x4 crcb 1FTWW31597EB26858 103 50368 2003 Chevy 3500 1GBJK34U63E236033 1369 2006 Chevy 3500 Extended Cab 4x4 1GBJK39G16E247365 125 63370 2004 Ford F350 Crew cab 4x4 flatbed 1FDWW37SX4ED61869 119 104371 2000 Dodge Ram 1500 slt 4x4 1B7HF13Z6YJ184710 32372 2001 GMC 2500 HD SLE 4x4 1GTHK29UX1E173608 59

373 2004 Chevy 3500 Dually Deck Diesel Crew cab 4x4 1GBJK33234F234119 124 54

374 1997 Dodge Diesel deck 3500 4x4 1B6MF36DXVJ622669 9 400675375 2001 Ford F350 Ext Cab 4x4 Dually 1FTWX33F31EC57858 127 366228376 Ford F450 Service Truck 219070377 Ford F250 XL Super duty Crew Cab 1FTNW21L91EC48647 75378 2006 Ford F350 XL Super duty Crew Cab 1FTWW31Y06EC00855 52379 2006 Ford F350 Crew Cab 4x4 1FTWW31Y96EC00854 140 23380 2006 Ford F350 4x4 Crew Cab Flatbed 1FDSW35587EA61358 141 31381 2006 Dodge 2500 4x4 Utility Truck 1D7KS28D66J209242 143 42382 2005 Dodge 2500 4x4 Utility Truck 3D7KS28D05G743742 137 70383 2006 Ford F250 XL Crew Cab 4x4 1FTSW21506ED41925 146 43384 2008 Ford F150 4x4 Lariat 1FTPW14V18FB58512 148 61385 2006 Ford F250 4x4 1FTSW21636ED34242 149 106386 2007 Ford F350 4x4 Utility truck 1FTSF31567EA34394 153 71387 2006 Ford F350 XL Crew cab 4x4 1FTWW31Y46EC00857 154 66388 2007 Ford F350 XL Crew Cab 4x4 1FTWW31568EC63032 162 26389 2007 Ford F350 XL Crew Cab 4x4 1FTWW31587EA71965 163 68390 2008 Ford F350 XL Crew Cab 4x4 Flatbed 1FTWW31588EC57927 164 21391 2007 Ford F350 XLT Crew Cab 4x4 Flatbed 1FDSW35YX7EA54471 165392 2001 Ford F450 4x4 Service truck 1FDXF47S11EB03973 166 51393 2006 Dodge 2500 Crew cab 4x4 Utility Truck 3D7KS28D56G157085 167 25394 2006 Ford F350 XL Crew Cab 4x4 Flatbed 1FDSW35526ED49763 159 47395 2002 Ford F350 XL Crew Cab 4x4 Flatbed 1FTSW31LX2EB80630 22396 2006 Ford F350 Crew Cab 4x4 1FTWW31576ED49737 171 64397 2004 Ford F350 Crew Cab 4x4 1FTSW31L44EA30094 172 30398 2010 Ford F250 XLT Crew Cab 4x4 1FTSW2B50AEA64832 173 73399 2001 Ford F450 Crew Cab 4x4 Flatbed 1FDXW47S71EC48600 176 53400 2005 Ford F350 Crew cab 4x4 flatbed 1FDSW35L94EA48547 177 105401 2001 GMC 2500 Crew Cab Deck Truck 1GTHC23U01F146479 67402 2006 Ford F350 XL Crewcab 1FTWW31536EB16552 181 76403 2002 GMC 3500 Crewcab 1GDJC33GX2F207111 85405 2006 Ford F450 XL Crewcab flat deck 1FDXW47Y36A00632 189 57406 2005 GMC Sierra 2500HD Crew cab 1GTHC23U05F932319 194408 Chevrolet Silverado 1GCHK33F7RJ359335 16 353364





409 Ford F-350410 Ford F-350411 Ford F-350 (White)412 Ford F-250 (Light brown)413 Ford F-150 (Red)414 1994 F-150 2FTEF15Y4RCA57154 80415 2000 Chevrolet Silverado 4X4 1GCGK29U2YE321336 79416 2000 Chevrolet 3500 Silverado 1GCEK19T91Z128155417 1997 Ford F-250 1FTHF26F6VEB14569 60418 Doge RAM 3500419 2001 Ford F-250 1FTNF21L91ED64379 49420 1996 Chrysler RAM Laramie SLT 3B7MF33D4VM529424 46 320681421 2000 Ford F-350 1FTSW31S21EA82116 17 265393423 2002 Ford Ambulance 1FDX45F2HA51966 Unit 112 140424 1995 Cadillac Seville SLS 1G6KS5ZY3SU835964 86426 Ford F350427 2007 Ford F250 SuperDuty 1FTSX21PX7EB45474 113429 97 Ford Club Wagon XLT 1FB5S3150WHA06884 82

430 2004 Ford E350 Econoline E-350 Unibody Cutaway 1FDSE35L74HA94332 111 81

431 2006 Ford F150 XLT Lariat Crew Cab 1FTPW14566FA68365 195432 2008 Ford F350 XL Super Duty crew cab 1FTWW31Y78EB65007 133433 2007 Ford F350 Crew cab flat bed 1FDSW358587EA64826 152434 2007 GMC 2500HD 4x4 Pickup Extended cab 1GTHK29K57E540888 174435 Ford F450 4x4 Flat bed truck 1FDXF47S91EA93404 136436 2006 Ford F150 4x4 Lariat 1FTPW145X6FB08768 151 37437 2008 Ford F250 4x4 1FTSW21506EC10559 150 38438 2006 Ford F350 4x4 Crew Cab Flatbed 1FTWW31556EB05164 142 40439 2005 Dodge 3500 Ram Crew Cab Flatbed 3D7MS48C25G776687 134 56440 2005 Chevy 3500 Crew cab 4x4 flatbed 1GCHK33225F812478 118 62441 Ford F800 Cargo Van Truck 1FDPF80CXWVA21869 96442 1999 Ford F450 1FDXF46S2YEB55320 135 8443 Jeep 1J4FJ78S0PL620579 15444 GMC 4X4 White 1GDHR34K9JJ504995 18445 Chevy 3500 Black Cheyenne 1GBJK34F0SE184994 36446 2007 Ford F350 XLT Crew Cab 4x4 Flatbed 1FTWW31567EA50788 41447 Mack Truck, Blue and White R685ST-17672-C 44448 F350 White 1FTJV36F8VE5323 45


CHINOOK PIPELINE GROUPASSET LOT "B" - ASSETS LOCATED AT THE MAINTENANCE SHOP IN PINCHER CREEK ALBERTAAS AT AUGUST 19, 2016LIST SUBJECT TO CHANGE



PIPELINE EQUIPMENTCRAWLER DOZERS17 D8 Cat 2U961418 D8 Cat 2U864822 1993 Cat D8N Crawler 9TC1993SKID STEER LOADERS25 2009 John Deere CT322 Multi terrain T0322TA175999WHEEL LOADER43 2006 Cat 950H Wheel Loader CAT0950HEK5K0040346 955 K Cat 71J4279COMPACTORS69 Bomag BW 172 PD-2 136520221019HYDRAULIC EXCAVATORS83 Hitachi EX200-3 Hydraulic Excavator 14C-80562120 Hitachi EX 300LC 15L-7488121 Hitachi EX 300LC 15L-7572122 Hitachi EX200LC-3 14C-83146TRAILERS171 Reinke Drop Deck - L2757 4C6DC 5332W1090191 T1197 Cozad 16 Wheel Jeep CC77104 T45MISC CONSTRUCTION EQUIPMENT207 Cab - Hitachi242 Various items in the Shop Yard location243 Various items inside the shop308 3 20' Sea cans309 1 40' Sea can310 19 sections of pallet racking and various itemsSEMI TRACTORS326 1989 International F1954 Hydro Vac 1HTLKTVR1KH668056 132327 1994 GMC Top Kick Gravel Truck 1GDT7H4J3RJ520612 143 409550LIGHT VEHICLES350 1999 Ford F350 Crew Cab 4x4 Flat bed 1FTWW33F9XEA13191 134361 2007 GMC Sierra 2500 HD Classic EXCB 4X4 1GTHK29U47E131749 108 139362 2006 Chevy 3500 Deck 4x4 Silverado 1GCHK33U96F155004 110 24 and 137365 1999 Ford 350 SD Flat deck 4x4 1FTWX33S2XEB76047 138 221003367 2008 Ford F350 SD CRCB flat deck 1FTWW51R36EA14268 85 133404 2008 Ford F550 XL 4x4 6.4L Diesel 1FDAF57RXBED79930 183 135407 2009 FORD F350SD SWR 4X4 1FTWX31RX9EA24312 130422 2004 Chevrolet Avalanche 3GNEK12T44G193498 89 142425 1986 GMC C3500 1GDJC34M5GJ515098 Unit 93 141 401918428 1998 Ford F350 XL SuperDuty Work Truck 1FDWF36S3XEA50595 90 108


CHINOOK PIPELINE GROUPASSET LOT "C" - ASSETS LOCATED AT THE CHINOOK PIPELINE OFFICES IN PINCHER CREEK ALBERTAS AT AUGUST 19, 2016LIST SUBJECT TO CHANGE

# DESCRIPTION

OFFICE FURNITURE AND EQUIPMENT449 Various pieces of office furniture and fixtures450 Various pieces of computer hardware and peripherals


CHINOOK PIPELINE GROUPASSET LOT "D" - SPECIFIC ASSETS LOCATED AT THIRD-PARTY LOCATIONSAS AT AUGUST 19, 2016LIST SUBJECT TO CHANGE

# DESCRIPTION Serial Number Location Contact Mileage

PIPELINE EQUIPMENTWHEEL LOADER

48 1993 Cat 950F Wheel Loader 5SK00853 West Central Heavy Duty Repair Ltd., Spruce View AB Wayne Lewis - 403-728-3165

TRENCHLESS EQUIPMENT

152 2007 Vermeer D330x500 IVR45007371000109 Big Bore Directional Drilling Ltd., Lloydminster AB Doug Fisher - 780-872-0722 4000 Hours

MISC CONSTRUCTION EQUIPMENT

278 API Reg Box X Swivel Big Bore Directional Drilling Ltd., Lloydminster AB Doug Fisher - 780-872-0722

Appendix G

Final Kirk-Lyons Asset Purchase Agreement

Documents

COURT FILE NUMBER 1601-06759 CALGARY ALBERTA …