Assignment of Agreements (July 31, 2015)

Court File No. CVl5-10920-00CL

ONTARIOSUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)

IN THE MATTER OF COMPANIES' CREDITORSARRANGEMENT,4CT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE ORARRANGEMENT OF COMARK INC.

APPLICANT

MOTION RECORI)(Motion to Assign AgreementsReturnable August 13, 2015)

July 31,2015 osLER, HOSKIN & HARCOURT LLPBox 50, I First Canadian PlaceToronto, Canada M5X lBB

Marc Wasseûnan (LSUC#: 44066M)Tel: 416.862.4908Fax: 416.862.6666

Caitlin Fell (LSUC #: 60091H)Tel: 416.862.6690Fax: 416.862.6666

Lawyers for the Applicant

.'

TO: THE SERVICE LIST

CCAA Proceedings of Comark Inc., Court File No. CV15-10920-00CL

Service List(as at July 31,2015)

PARTY CONTACT

OSLER, HOSKIN & HARCOURT LLPBox 50, I First Canadian PlaceToronto, ONM5X 188

Counsel to the Applicant

Marc WassermanTel: 416.862.4908Fax: 416.862.6666Email : [email protected]

Caitlin FellTel: 416.862.6690Email : [email protected]

GOODMANS LLPBay Adelaide Centre333 Bay Street, Suite 3400Toronto, ONM5H 2S7

Counsel to the Monitor

Robert ChadwickTel: 416.597.4285Fax: 416.979.1234Email: [email protected]

Brian EmpeyTel: 416.597.4194Email : [email protected]

Ryan BaulkeTel: 416,849.6954Email: [email protected]

AIRD & BERLIS LLPBrookfield Placel8l Bay StreetSuite 1800, Box 754Toronto, ONI^'{5J 2T9

Counsel to Salus Capital Partners, LLC

Kenneth R. RosensteinTel: 416.865.3427Fax: 416.863.1515Email : [email protected]

Sam BabeTel: 416.865.7718Email: [email protected]

HAHN & HESSEN LLP488 Madison AvenueNew York, NY10022

Counsel to Capital Business Credit LLC

Joseph OrbachTel: 212.478.7396Fax: 212.478.7400Email: jorbach@hahnhesse

Edward SchnitzerTel: 212.478.7215Email : [email protected]

FASKEN MARTINEAU DUMOULIN LLP2900 - 550 Burrard StreetVancouver, BCV6C OA3

Counsel to Western Glove Works

John F. GrieveTel: 604.63 1.4772Fax: 604.632.4772Emai I : jgrieye@faskø=çam

LEGAL l:15953223 I

n-L-

MILLER THOMSON LLPScotia Plaza40 King Street West, Suite 5800Toronto, ONM5H 3SI

Counsel to Toronto Dominion Bank

Jeffrey CarhartTel: 416.595.8615Email : icarhart@mi llerthomson.com

FASKEN IVIARTINEAU DUMOULIN LLPBay Adelaide Centre333 Bay Street, #2400Toronto, ONM5H 2T6

Counsel to Ivanhoe Cambridge

Aubrey KauffmanTel: 416.868.3538Emai l: [email protected]

Luc MorinTel: 514.397.5121Email: [email protected]

Stuart BrotmanTel: 416.865.5419Email : [email protected]

TORYS LLP79 Wellington Street West, 30th FloorBox270, TD South TowerToronto, ONM5K IN2

Counsel to Cadillac Fairview

David BishTel: 416.865.7353Email: [email protected]

Lily CoodinTel: 416.865.7541Email: [email protected]

MCLEAN & KERR LLP130 Adelaide Street West, Suite 2800Toronto, ONM5H 3P5

Counsel to 20 VIC Management Inc. (on behalf ofvarious landlords), Morguard Investments Limited (onbehalf of various landlords), Calloway Real Estate

Investment Trust (on behalf of various landlords),Crombie Real Estate Investment Trust (on behalf ofvarious landlords), Triovest Realty Advisors Inc. (on

behalf of various landlords), and RioCan Real Estate

Investment Trust (on behalf of various landlords)

Walter R. StevensonTel: 416.369.6602Email : [email protected]

Linda GalessiereTel: 416369.6609Emai I : lgalessiere@mc leankerr.com

DAOUST VUKOVICH LLP3000 - 20 Queen Street WestToronto, ONM5H 3R3

Counsel to 1445006 Alberta Ltd

Casper GalatiTel: 416.598.7050Fax: 416. 597.8897Email: [email protected]

Kenneth PimentelTel: 416.597.9306Fax: 416,597.8897Email: [email protected]

LEGAL l:15951223 I

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DAOUST VUKOVICH LLP3000 - 20 Queen Street WestToronto, ONM5H 3R3

Counsel to Morguard lnvestrnent Ltd.

Jamie PaquinTel:416.598.7059Fax: 416. 597.8897Email : [email protected]

BOUGHTON LAWSuite 700 - 595 Burrard StreetP.O. Box 49290Vancouver, BC CanadaVTX 158

Counsel to Edgecombe Realty Advisors Inc. andPowell River

Peter AndersonTel: 604,647 .4138Email:@

BLANEY MCMURTRY LLP2 Queen Street East, Suite 1500Toronto, ONM5C 3G5

Counsel to Hitlside Centre I LP and Hillside Centre IlLP, Optrust Retail Inc., Driftwood Mall LId, 5275Investments Ltd., 2725312 Canada Inc., 2973758Canada Inc., bcIMC Realty Corporation, PCM SheridanInc., Artis Tamarack Ltd., White Oaks Mall HoldingsInc., Narland Properties (Victoria Square) Ltd.

John C. rilolfTel: 416.593,2994Emai I : jruslf@blercy. ca!û

WEIRFOULDS LLP4100 - 66 'Wellington Street WestP.O. Box 35, Toronto-Dominion CentreToronto, ONM5K 187

Counsel to RioCan Real Estate Investment Trust

Lisa BorsookTel: 416.947.5003Email : [email protected]

LAWSON LUNDELL LLPSuite 1600 Cathedral Place925 V/est Georgia StreetVancouver, BCv6c 3L2

Counsel to Shape Property Management Corp

Peter TolenskyTel: 604.631.9125Fax: 604.669,1620Email: otolenskv@lawsonlundel l.com

WELLS FARGO FOOTHILL CANADA ULC40 King Street rùy'est, Suite 2500Toronto, ONM5H 3Y2

LEGGAT NATIONAL LEASING2207 Fairview Street, P.O. Box 369Burlington, ONL7R 3Y3

FLEET MANAGEMENTElement F inancial Corporation900-4 Robert Speck ParkwayMississauga, ON L4Z lSl

Laurie Sehl, ManagerTel: 905-366-1629Cell: 416-573-2350

LEGAL 1:35953223 I

4

VW CREDIT CANADA INC.4865 Marc-Blain Street, Suite 300St. Laurent, QCH4R 382

PLAZA RETAIL REIT98 Main StreetFredricton, NBE3A 9N6

Jamie PetrieTel: 506.460.8295Fax: 506.451.1802Emai I : jalsie.pe!rþ@pþza. ca

Kevin SalsbergEmail : [email protected]

DENTONS CANADA LLP77 King Street West, Suite 400Toronto-Dominion CentreToronto, ONM5K OAI

Counsel to Amex Bank of Canada

Kenneth KraftTel: 416.863.4374Email : kenneth.kraft @dentons.com

Sara-Ann Van AllenTel: 416.863.4402Email : sara.vanal [email protected]

DEPARTMENT OF JUSTICEOntario Regional Office130 King Street rùy'est, Suite 3400Toronto, ONM5X IK6

Counsel to the Attorney General of Canada in Right ofCanada

Diane \ilintersTel: 416973.3172Email: diane.winters@j ustice. gc.ca

Andrew KinoshitaTel: 416973.9337Fax: 416.973.0810Email: andrew.kinoshita@j ustice. gc.ca

BOYNECLARKE99 rWyse Road, Suite 600P.O. Box 876, Dartmouth MainHalifax Regional Municipality, NSB2Y 325

Counsel to Google Inc.

Tim HillTel:902.460.3442Fax: 902.463.7500Email : thill @bo)¡neclarke.ca

WILDEBOER DELLELCE LLPWildeboer Dellelce PlaceSuite 800,365 Bay StreetToronto, OntarioM5H 2VI

Counsel to Bridging Finance Inc.

Alfred AppsTel: 416.361.6211Email: [email protected]

DAVIES WARD PHILLIPS & VINEBERG LLP1501 Ave McGill CollegeSuite 2600Montreal, QuebecH3A 3N9

Counsel to SACE SRV s.r.l. and AssicurazioniGenerali S.p.A (credit insurers of Simple ApproachLrd.)

George J. PollackTel: 514.841.6420Fax: 514.841.6499Email : [email protected]

LEG^L 1:35951223 1

-5-

LAW OFFICE OF JOHN ROWINSKI114 Winchester Road EastBrooklin, OntarioLIM IC6

Counsel to The Mackenzie Construction Group Inc.

John RowinskiTel: 905.655.6375Cell: 905.441.0319Email: jl@brsakli!þtyyer.cals

PHOENIX ENTERPRISES INC.22 Herifage Estates RoadMaple, OntarioL6A 4J7

I8543I3 ONTARIO LTD.Downtown Chatham Centre100 King Street rWest

Chatham, ONN7M 649

Shirley CarpenterFax: 519.436.0086Email: [email protected]

I865099 ONTARIO LTD.158 Dunlop Street East, Suite 201Barrie, ONL4M IB1

A.B. EDIE EQUITIES INC.Attn: Stacey Robert Puff14964-121 Avenue,#202Edmonton, ABT5V IA3

Stacey Robert PuffFax: 780.488.3310Email: [email protected]

ALGOMA CENTRAL PROPERTIES INC.421Bay Street, Suite 608Saulte Ste Marie, ONP6A IX3

and

63 Church Street, Suite 600St. Catherine's, ONL2P.3C4

Janet KubikFax: 705.946.7382Email: acpi.receivables@al gonet.com

ANTHEM PROPERTIESC/O Waneta Plaza Admin.8100 Rock Island Highway, Suite 205Trail, BCVIR4N7

and

550 Bunard Street,Bentall 5, Suite 300Vancouver, BCv6c2Bs

Linda MacDermidFax: 250.368.6058Email : [email protected]

ARCTURUSRetrocom Real Estate Investment Trust700 Applewood Crescent, Suite 300Vaughan, ONL6K 5X3

LEGAL l:35953223 I

-6

ARTIS REITArtis Estevan Mall Ltd.Suite 660, 1509 Centre Street SWCalgary, ABT2G2E6

and

Artis REIT Property Management Division#101 - 13245 140 AvenueEdmonton, ABT6V OE4

AX PROPERTY MANAGEMENT LPArtis GTA West Ltd.415 Yonge Street, Suite 1802Toronto, ONM5B2E7

BAYFIELD REALTY ADVISORSAvison Young Property Advisors and Managers Inc.Northumberland Mall Administration Offi cellll ElginStreetWestCoburg, ONK9A 5H7

and

Northumberland Shopping Centre lnc.904 - 2300 Yonge StreetToronto, ONM4P IE4

CAMERON CORP.10180 - lll th StreetEdmonton, ABT5K IK6

CANREAL MANAGEMENT CORP.Sunstone (Maple Park) Holdings Inc.#409-808 Nelson SffeetVancouver, BCv6z2H2

CAPITOL MANAGEMENT CORP.340 Sheppard Avenue East, Suite 300Toronto, ONM2N 384

and

Numount Ancaster Inc.40 Pleasant Boulevard, Suite 800Toronto, ONL9K IL5

LECAL l:35953223 I

-7 -

CENTRECORP MANAGEMENT SERVICESLTD.Lynden Park Mall Offrce84 Lynden RoadBrantford, ONN3R 688

and

2851 John Street, Suite 1

Markham, ONL3R 5R7

CHUNG LAAM HOLDING LTD.6675 Laburnum StreetVancouver, BCV6P 5M6

COLLIERS INTERNATIONALI Queen Street East, Suite 2200Toronto, ONM5C2Z2

THE STANDARD LIFE ASSURANCECOMPANY OF CANADAC/O Colliers International3555 Manulife Place, 10180 - l0l StreetEdmonton, ABT5J 3S4

COIVIINAR REAL ESTATE INVESTMENTTRUST3400, boulevard de Maisonneuve Ouest, Suite l0l0Montreal, QCH3Z3B8

CREIT MANAGEMENT (8.C.) LTD.One Springs Drive Holdings Inc.1185 W. Georgia Street, Suite 1040Vancouver, BCv6E 4F,6

DAVPART INC.4576Yonge Street, Suite 700Toronto, ONM2N 6N4

DORAL HOLDINGSc/o The Seaway Mall800 Niagara Street North, Suite GGIWelland, ONL3C 524

LECAL l:35951223 I

I

HUNTSVILLE MALL INC.c/o The Effort Trust Company242Main Street EastHamilton, ONL8N IH5

Yen NguyenFax: 905.528,2165Email: theresa@efforttrust,ca

EPIC REALTY PARTNERS (OTTAWA) INC.473 Albert Street, Suite 100Ottawa, ONKIR 584

FIRST MILTON SHOPPING CENTRES LTD.C/O First Gulf Development Corporation3751 Victoria Park AvenueToronto, ON}/4tw 324

1529452 ONTARIO LTD.c/o Avison Young Property Advisors and ManagersInc.I100 Pembroke Street East, Unit 300Pembroke, ONK8A 6Y7

I54O7O9 ONTARIO LTD.c/o Avison Young1403 Central Avenue, Unit 155

Prince Albert, SKS6V 7J4

FISHMAN HOLDINGS NORTH AMERICANINC.500 Rexdale Boulevard, Suite 4100Toronto, ONM9W 6Ks

1663321ONTARIO INC. and 1414614 ONTARIOINC.c/o Controlex Realty Management223 Colonnade Road South, Suite 100Ottawa, ONK2E7K3

0833850 B.C. LTD.c/o Boitanio Mall Administration#251 - 850 Oliver StreetWilliams Lake, BCV2G 3V/I

GRAND PEAK CAPITAL LTD.BC Retail Partners (Boitanio Mall) Ltd.200-8338 120th StreetSurrey, BCv3w 3N4

LEGAL 1i15953221 I

-9 -

HARVARD DEVELOPMENTS INC.c/o Harvard Property Management Inc.2000 - I 87 4 Scarth StreetRegina, SKS4P 483

HUNTINGDON HOLDINGS 18 CORP.c/o Huntingdon Real Estate Investment Trust5000 Miller Road, Suite 2000Vancouver, BCV7B 1K6

KCAP KINGSTON INC.c/o Ifu ightstone Capital Management45 St. Clair Avenue West , Suite 1001

Toronto , ONM4W lK9

LOON PROPERTTES (SKEENA) tNC.c/o Bosa Properties Inc.838 West Hastings St., Suite l20lVancouver, BCV6C 0A6

MCCOR MANAGEMENT2l St. ClairAvenue East, Suite l20lToronto, ONM4T 1L9

NARLAND PROPERTIES (HANEY) LTD.206-1 168 Hamilton StreetVancouver, BCv6B2S2

W.E. ROTH CONSTRUCTION LTD.c/o O&Y Enterprises6601- 48th AvenueCamrose, ABT4V 3G8

Twylene HicksFax: 780.672.3810

COUNTRY CLUB CENTRE LTD.c/o Northwest Realty Inc.406 - 4190 Lougheed HighwayBurnaby, BCV5C 648

ORLANDO CORPORATTON6205-B Airport RoadMississauga, ONL4V IE3

OXFORD PROPERTIES GROUP INC.Royal Bank Plaza North Tower200 Bay Street, Suite 900Toronto, ONMsJ 2J2

LECAL l:15953223 I

-10-

OXFORD PROPERTIES GROUP INC. & CPPIBREAL ESTATE HOLDINGS INC.Suite 1700, City Centre Place10025-l02AAvenueEdmonton, ABTsJ 222

OXFORD PROPERTIES RETAIL HOLDINGSINC & OXFORD PROPERTIES RETAILHOLDINGS II INCSuite I 100 - Oxford Tower130 Adelaide Street WestToronto, ONM5H 3P5

PLAZ,A GROUP MANAGEMENT LIMITEDPlazacorp Retail PropertiesNashwaaksis Plaza,98 Main StreetFredericton, NBE3A 9N6

and

Village Shopping Centre (2006) lnc.90 rue Morgan, Suite 200Baie D'Urfe, QCH9X 348

PRIMARIS MANAGEMENT INC.I Adelaide St. East, Suite 900P.O. Box 194Toronto ON}l5C2V9

and

c/o Peter Pond Shopping Centreunit 2l8l - 9713 Hardin StreetFort McMurray,ABTgH 1L2

PRIME SITE PROPERTIES INC.I 10 I West Arthur StreetThunder Bay, ONP7E 5S2

PUBLIC WORKS AND GOVERNMENTSERVICES CANADA191 Promenade du Portage,3rd FloorGatineau, QCKIA OS5

64851 55 MANITOBA LIMITEDc/o Shelter Canadian Properties Limited2500 Evergreen PlaceWinnipeg, MBR3L 2T3

LEGAL l:35953223 I

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SRF2 WESTLAND MARKET MALL INC.c/o Strathallen Property Management2 Bloor Street West, Suite l00lToronto , ONM4W 300

TERRACAP INVESTMENTS (FRONTIER) INC.c/o Frontier Mall Administration Office11429 Railway Avenue E.North Battleford, SKS9A 3G8

Janice SanderFax:306.445.7575Email : [email protected]

TERRACAP MANAGEMENT INC.100 Sheppard Avenue East, Suite 502Toronto, ONM2N 6N5

VOISIN DEVELOPMENTS LTD.c/o Voisin Lubczuk Law FirmI 01 Ira Needles Blvd.Waterloo, ONN2J 324

WEST EDMONTON MALL PROPERTY INC.8882 - 170 StreetWest Edmonton Mall - Suite 3000Edmonton, ABT5T 4M2

WEST HORIZON PROPERTIES INC.Gulf & Pacific Equities Corp.1300 Bay Street, Suite 300Toronto, ONM5R 3K8

MONTEZ (CORNER BROOK) rNC.c/o Westcliff Management Ltd.600 Boul. de Maisonneuve O., Suite 2600Montreal, QCH3A3J2

\ilESTDALE CONSTRUCTION CO. LTD.Nofthgate Mall, Administration Office489 Albert Street NorthRegina, SKS4R 3C4

and

Westdale Properties35 Lesmill RoadToronto, ONM3B 2T3

Voula PediasFax: 416.504.9216Email : [email protected]

LECAL l:35953221 l

-12-

AMEX BANK OF CANADACommercial Business Unitl0l0 McNabb StreetMarkham, ONL3R 4H8

Nathalie DoironTel:905-432-3230Fax:905-432-3829Emai l: [email protected]

AVISCAR INC.I Convair Dr. EastEtobicoke, ONi|({gw 629

Tom ScottTel:416-213-8400Email: Tom. [email protected]

BAZAARVOICE, INC.3900 North Capital of Texas Highway #300Austin, TX78746

Danie LeFrancisTel: (512)-551-6559Email: danie.lefr [email protected]

MOMENTUM DIGITAL SOLUTIONS INC.155 Commerce Valley Drive EastThornhill, ONL3T 7T2

Judy FieldsTel: (4 I 6) 97 I -6612 ext. 2930Email: j udy. fi [email protected]

THE WILLIAMSON GROUP INC.225 King George RoadBrantford, ONN3R 7N7

Aimee AngerTel: 519-756-8830 ext. 231Fax: 519-756-5773Emai l: aanger@wil I iamsongroup.com

PUROLATOR INC.5995 Avebury Road, Suite 100Mississauga, ONL5R 3T8

Pat \ilolffFax: 905-712-6815Email : [email protected]

Michael CoteFax:905-712-6815Email : [email protected]

\ililliam ChungT el: 905-7 12-1084 ext. 23333Fax: 905-712-6815

ORACLE CANADA ULC100 Milverton DriveMississauga, ONL5R 4HI

Kathleen SamberT el: 440.498.4414 ext. 206Email : kathleen,[email protected]

KTNTETSU \ilORLD EXPRESS (CANADA) tNC.6045 Northam Dr.Mississauga, ONL4V tJ2

Donato AtoniEmai l: donato,[email protected]

Leah HepburnEmail: Leah,[email protected]

DEMANDWARE INC.5 Wall StreetBurlington, MA01803

Brian CallahanEmail : bcal [email protected] E. BostwickTel: 617-956-2670Fax: 617-422-1428Emai l: i [email protected]

LEGAL l:35953223 I

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CGI INFORMATION SYSTf,MS ANDMANAGEMENT CONSULTANTS INC.150 Commerce Valley Drive Vy'est,4th FloorMarkham, ONL3T 723

Eric CarletonEmail: [email protected]

Mike SagatEmail : m [email protected]

BELL CANADABell Canada Senior Solutionsl0 Beaver Hall HillMontreal, QCH2ZOA5

Edward (Ted) LowTel: (905) 614-8450Fax: (905) 467-5816Email: [email protected]

VALUELINK LLC3975 NW l20th AveCoral Springs, FL33065

Robert MaysTel: 954-85 I -7695Email: robert.ma),[email protected]

FUJITSU CANADA INC.6795 Creditview RoadMississauga, ONL5N 8E9

Max FrancescangeliTel: (905) 286-3441Fax: (905) 302-3240Email: Max. [email protected] itsu.com

Peter SciberrasEmail: [email protected]úsu.com

STS SYSTEMS LTD.9577 Cote de LiesseDorval, QCHgP IA3

and

4120 Dublin Blvd, Suite 300Dublin, CA 94568

Danny RosenoffTel:(514) 428-2355Tel:(514) 824-9403Email : drosenoff@epicor. com

Larry BercovichTel: 925-241-3502Tel: 408-483-0494Email: [email protected]

EPICOR RETAIL SOLUTIONS CORPORATION2800 Route Transcanadienne,Pointe-Claire, QCH9R IBI

and

4120 Dublin Blvd, Suite 300Dublin, CA94568

Danny RosenoffTel:(514) 428-2355Tel: (514) 824-9403Emai 1: [email protected]

Larry BercovichTel: 925-241-3502Tel: 408-483-0494Email: [email protected]

RYDER CRSA LOGISTICS1275 Kingsway AvenuePort Coquitlam, BCV3C I 32

Guy ToksoyEmail : Guy:[email protected]

Aubrey MinceTel: 305-500-4419Fax: 305-500-3392Email : mincax@r),der.com

LECAL l:35953223 I

-14-

XEROX CANADA LTD.5650 Yonge StreetToronto, ONl{{2}l 4G7

and

33 Bloor Street East, 3'd FloorToronto, ONM4W 3H1

Craig JenningsTel: (905) 869-0772Email: [email protected]

Michael WrightTel: (519) 897-8068Email: m [email protected]

TYCO INTEGRATED SECURITY CANADA,INC.303 Balmoral StreetWinnipeg, MBR3C 448

Jeff ScottTel:204-833-2454Fax: 204-833-2484Email:jsçE!!@!yco¡a

TD BANKTD Business Banking66 ÌWellington Street WestTD Bank Tower, 39th Floor,Toronto, ONMsK IA2

and

TD Merchant Services77 King Street West, l5th FloorToronto, ONM5K IA2

Emily RandleTel: 416-308-9215Fax: 416-982-7710Email : em il),[email protected]

Paul MurphyTel: 905-319-2703Fax: 416-983-0173Email : paul [email protected]

Jeffrey CarhartTel:416-595-8615Email: jcarhart@mil lefthomson.com

ROGERS COIVIMUNICATIONS PARTNERSHIP25 Peel Centre Drive,Brampton, ONL6T 5M2

John MontemurroTel:(416) 818-2622Email : [email protected]&ers.com

Ross \ilardTel:(416) 718-6370Email : [email protected]

PRODCO INTERNATIONAL INC.Prodco International Inc.9408 Boulevard du GoltAnjou, QCHIJ 3AI

Marc BienstockTel: (5 14) 324-9796 x 116Emai l: mbienstock@prodcotech. com

LAWSON SOFTWARE,INC.380 St. Peter StreetSt. Paul, MN5s102

John B. BuellTel: (647) 401-1046Email: [email protected]

BEANSTREAM INTERNET COMMERCE INC.#302-2659 Douglas St.Victoria, BCVBT 4M3

Michael FisherEmail: mfi [email protected]

LEGAL 1i35953223 l

INDEX

Tab Document

1. Notice of Motion, returnable August 13,2015

Schedule "4" Draft Assignment Order

2. Affidavit of Gerald Bachynski sworn July 31,2015

Exhibit "A" Form of Letter dated July 20,2015

Exhibit "B" Form of Letter dated JuLy 28,2015

Confidential Copy of the Information MemorandumExhibit "C"

Page No.

I

7

28

40

44

48

1

Court File No. CV15-10920-00CL


COMMERCIAL LIST

IN THE MATTER OF THE COMPANIES' CREDITORSARRANGEMENT lcf, R.S.C. 1985, c. C-36, AS AMENDED


APPLICANT

NOTICE OF MOTION(Motion to Assign AgreementsReturnable August 13, 2015)

The Applicant, Comark Inc. ("Comark"), will make a motion before the

Honourable Senior Regional Justice Morawetz of the Ontario Superior Court of Justice

(Commercial List) on August 13,2015 at 8:30 a.m. or as soon after that time as the motion can

be heard, at 330 University Ave, Toronto, Ontario.

THE MOTION IS FOR:

An Order substantialty in the form attached hereto as Schedule "4":

(a) assigning the rights and obligations under certain leases and contracts held by the

Applicant to Pacific West Commercial Corporation and its permitted assignees

(the "Purchaser");

1

2-2-

(b) ordering that the Confidentiat Exhibit "C" to the Affidavit of Gerald Bachynski

sworn July 3 l, 2015 be sealed and kept confidential pending further order of the

Court;

(c) approving the Fifth Report of the Monitor and the Monitor's activities described

therein; and

2. Such further and other relief as counsel may advise and as this Honourable Court

deems just.

THE GROUNDS F'OR THE MOTION ARE:

3. On March 26,2015, this Honourable Court granted protection to the Applicant

under the Companies' Creditors Amangement Act, R.S.C. 1985, c. C-36 as amended (the

"CCAA") in the form of an initial order, as amended and restated on April 21,2015 and further

amended on June 1,2015;

4. Alvarez & Marsal Canada Inc. was appointed to act as the monitor in this CCAA

proceeding (the "Monitor");

5. On July 29, 2015, this Court approved a sale of substantially all of the assets and

business of Comark to the Purchaser (the "Transaction") pursuant to an asset purchase

agreement made between Comark and the Purchaser dated July 16, 2015 (the "Asset Purchase

Agreement");

6. The Transaction represented both the highest and the best offer identified in the

extensive, Court-supervised sale and investor solicitation process that was conducted;

3-3 -

7 Under the terms of the Asset Purchase Agreement, it is a condition of the closing

of the Transaction that Comark obtain consents to the assignment of all of the Tier A Leases and

80% of the Tier B Leases (as such terms are defined in the Asset Purchase Agreement),

representing a total of approximately 300 leases;

8. For all assigned contracts other than leases, Comark agreed to use commercially

reasonable efforts to obtain the consent of the applicable counterparty, or, in the event that the

requisite consents were not obtained, to seek an Order assigning all of the rights and obligations

of Comark under the applicable contract to the Purchaser;

9. The Applicant and its counsel have engaged in intensive discussions with the

respective landlords and counterparties for the leases and assigned contracts, and, as a result,

consents for the assignment of 56 leases and 3 assigned contracts have been obtained;

10. It is appropriate to assign the rights and obligations under the remaining 261

leases (the "Leases") and 2l conftacts (the "Remaining Contracts") to the Purchaser and its

permitted assignees;

11. The Purchaser has advised that it anticipates assigning Comark's three banners to

separate permitted assignee entities, each of which is able to comply with the covenants and

obligations under the respective assigned contracts;

No amendments are being sought in respect of the Leases or the Remaining12.

Contracts

13. As set out in the Asset Purchase Agreement, all Cure Amounts related to the

Leases and the Remaining Contracts will be paid;

44

14. Comark is continuing to work diligently to obtain requested consents, and the

number of Leases and Remaining Contracts to be assigned pursuant to the Order will be reduced

by the number of consents obtained prior to the return date for this motion;

15. The Confidential Exhibit "C" to the Bachynski Affidavit contains commercially

sensitive information, the disclosure of which would be harmful to the Company;

16. It is in the best interests of the Applicant's stakeholders thatthe requested Order

be granted;

t7 The relief requested herein is supported by the Monitor;

18. The provisions of the CCAA and, in particular, Section 11.3 thereof;

19. The inherent and inequitable jurisdiction of this Honourable Court;

20. Rules L04,1.05,2.03,3.02,16,37 and 39 of the Rules of Civil Procedure, R.R.O.

1990, Reg. 194, as amended and section 106 of the Courts of Justice,4cl, R.S.O. 1990, c. C. 43,

as amended; and

2t. Such further and other grounds as counsel may advise and this Honourable Court

may permit.

THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the

hearing of the motion:

22. The Affrdavit of Gerald Bachynski sworn July 31,2015 and the exhibits attached

thereto;

23 The Fifth Report of the Monitor, to be filed; and

5

24.

-5-

Such further and other material as counsel may advise and this Honourable Court

osLER, HOSKIN & HARCOURT LLPBox 50, 1 First Canadian PlaceToronto, CanadaMsx lB8

Marc Wasserrnan (LSUC #:44066M)Tel: 416.862.4908



TO: THE SERVICE LIST

may permit.

July 31,2015

IN THE MATTER OF COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF COMARK INC.

ONTARIOSUPERIOR COI]RT OF JUSTICE

(COMMERCTAL LrST)

PROCEEDING COMMENCED ATTORONTO

NOTICE OF MOTION(Motion to Assign AgreementsReturnable August 13, 2015)

osLER, HOSKIN & HARCOURT LLPBox 50, I First Canadian PlaceToronto, Canada M5X 1B8

Marc Wassennan (LSUC #:44066M)Tel: 416.862.4908



APPLICANT

Court File No. CVI 5-l 0920-00CL

Matter No: 1163824

Oì

7

Schedule 66^))

I

THE HONORABLE REGIONAL SENIOR

ruSTICE MORAWETZ

ONTARIO

SUPERIOR COURT OF JUSTICECOMMERCIAL LIST

lCourt File No. CV15-10920-00CL

THURSDAY, THE 13TH

DAY OF AUGUST, 2015

)

)

)

IN THE MATTER OF THE COMPANIES' CREDITORSARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED


Applicant

ORDER APPROVING ASSIGNMENT OF' CONTRACTS

THIS MOTION, made by Comark Inc. (the "Applicant"), pursuant to the Companies'

Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA") for an Order

approving the assignment of certain leases and contracts (the "Assignment") to the Purchaser as

contemplated by an agreement of purchase and sale (the "Sale Agreement") between the

Applicant and Pacific West Commercial Corporation and its permitted assignees (collectively, the

"Purchaser") dated July 16, 2015 and appended to the Motion Record of the Applicant, was heard

this day at330 University Avenue, Toronto, Ontario.

SERVICE AI\D DEF'INITIONS

l. THIS COURT ORDERS that the time for service of the Notice of Motion and the

Motion Record is hereby abridged and validated so that this Motion is properly returnable today

and hereby dispenses with further service thereof.

LEOAL l:357754082

9

2. THIS COURT ORDERS that any capitalizedterm used and not defined herein shall

have the meaning ascribed thereto in the Sale Agreement.

APPROVAL OF' ASSIGNMENT OF CONTRACTS

3. THIS COURT ORDERS AND DECLARES that immediately upon the delivery of

a monitor's certificate to the Purchaser substantially in the form attached as Schedule "B" hereto,

all of the rights and obligations of the Vendor under the contracts and real property

leases/occupation agreements (the "Real Property Leases") listed in Schedule "4" hereto

(collectively, the "Contracts") shall be assigned, conveyed and transferred to the Purchaser

pursuant to section ll.3 of the Companies'Creditors Arrangement Act (Canada) ("CCAA"). As

and from the Closing Time, the Purchaser shall be entitled and subject to all of the rights and

obligations as tenant pursuant to the terms of the Real Property Leases and registrations thereof

and may enter into and upon and hold and enjoy each premises contemplated by the Real Property

Leases and, if applicable, any renewals thereof, for its own use and benefit, all in accordance with

the terms of the Real Property Leases, without any intemrption from the Vendor, the landlords

under the Real Property Leases or any person whomsoever claiming through or under any of the

Vendor or the landlords under the Real Property Leases.

4. THIS COURT ORDERS that the assignment and transfer of the Contracts shall

further be subject to the provision of this Court's Approval and Vesting Order dated July 29,2015

directing that the Vendor's rights and obligations under the Contracts shall vest in the Purchaser

free and clear of all Encumbrances other than the Permitted Encumbrances.

5. THIS COURT ORDERS that the assignment of the Contracts is valid and binding

upon all of the counterparties to the Contracts, notwithstanding any restriction or prohibition

contained in any such Contract relating to the assignment thereof, including, but not limited to,

LEGAL l:35775408,2

10

any provision requiring the consent of any party to the transfer, conveyance, or assignment of the

Contracts.

6. THIS COURT ORDERS that no counterparty under any Contract, nor any other

person, upon the assignment and transfer to, and assumption by, the Purchaser of the Contracts

hereunder shall make or pursue any demand, Claim, action or suit or exercise any right or remedy

under any Contract against the Purchaser relating to:

(a) the Vendor having sought or obtained relief under the CCAA;

(b) the insolvency of the Vendor; or

(c) any failure by the Vendor to perform a non-monetary obligation under any

Contract;

and all such counterparties and persons shall be forever barred and estopped from taking

such action. For greater certainty, nothing herein shall limit or exempt the Purchaser in

respect of obligations accruing, arising or continuing after the date hereof, under the

Contracts other than in respect of items (a) - (c) above.

7. THIS COURT ORDERS that all existing monetary defaults in relation to any of

the Contracts, if applicable, other than those arising by reason only of the Vendor's insolvency,

the commencement of these CCAA proceedings or failure to perform a non-monetary obligation

under any Contract; on or before the Closing Date, shall be paid in accordance with Section 2.4(b)

of the Sale Agreement.

8. THIS COURT ORDERS that notwithstanding anything contained in this Order,

nothing shall derogate from the obligations of the Purchaser to assume the Assumed Liabilities

and to perform its obligations under the Assigned Contracts, as set out in the Sale Agreement.

LEGAL 1t357754082

11

9. THIS COURT ORDERS AND DIRECTS that the Monitor is hereby authorized

and directed to take such actions as it deems necessary or appropriate in the circumstances to assist

the Vendors in the assignment and transfer of the Contracts.

GENERAL

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

tribunal, regulatory or administrative body having jurisdiction in Canada or in the United States to

give effect to this Order and to assist the Applicant and its agents in carrying out the terms of this

Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully requested

to make such orders and to provide such assistance to the Applicant and to the Monitor, as an

officer of this Court, as may be necessary or desirable to give effect to this Order or to assist the

Applicant, the Monitor and its agents in carrying out the terms of this Order.

1 1. The Vendor, the Purchaser, the Monitor and any counterparty to any Contract being

assigned may apply to this Court for advice and direction, or to seek relief in respect of any matters

arising from or under this Order, including without limitation, as necessary, to effect the transfer

of the Contracts (including any transfer of title registrations in respect of such Contracts), the

interpretation of this Order or the implementation thereot and for any further order that may be

required, on notice to any party likely to be affected by the order sought or on such notice as this

Court requires.

LEGAL l:357754042

SCHEDT]LE A

LEASES

Notice Party

20 Yic Management Inc.

20 Vic Management Inc.



20Yic Management Inc.20 Vic Management Inc.20 Vic Management Inc20 Vic Management Inc20 Vic Manaqement Inc20 Vic Management Inc20 Vic Management Inc.20Yic Management Inc.20 Vic Management Inc.

20 Yic Management Inc.20 Vic Management Inc.20 Vic Management Inc.20 Yic Management Inc.20 Vic Management Inc.20 Yic Management Inc.

20 Vic Management Inc20 Vic Management Inc20 Vic Manasement Inc20 Vic Management Inc.20 Vic Management Inc.

1260642 Alberta Ltd. &. AIMCo RE GPCorp., as general pafiner for AIMCo

20Yic Management Inc. & OPB Reaþ(St. Vital) Inc.20Yic Management Inc. & OPB Reaþ(St Vital) Inc.20 Vic Management Inc. & OPB Reaþ(St. vital) Inc.Aberdeen Kamloops Mall LimitedAberdeen Kamloops Mall LimitedAberdeen Kamloops Mall LimitedCapital City Shopping Centre LimitedCornwall Centre Inc.Cornwall Centre Inc-HOOPP Realty Inc.HOOPP Realty Inc.HOOPP Realty Inc.

KS Lambton Mall Inc.KS Lambton Mall Inc.KS Tecumseh Mall Inc.Lansdowne Place Inc.Lansdowne Place Inc.Londonderry Shopping Centre Inc.

Midtown Plaza Inc.Midtown Plaza Inc.Midtown Plazalnc.OPB GMTC) Inc.OPB Realty (Carlingwood) Inc.

,,P.¡4¡i¡,';:'-j'i:

AB

MB

MB

MB

BCBCBCONSKSKONONONON

ONONONONONAB

SKSKSKONON

Shoooine Cenüe

TD Square

st. vital centre

St. Vital Centre

St. Vital Centre

Aberdeen MallAberdeen MallAberdeen MallBillines Bridee Plaza

Cornwall CentreCornwall Centre

Quinte MallDevonshire MallDevonshire MallQuinte Mall

Lambton MallLambtonMallTecumseh MallLansdowne PlaceLansdowne PlaceLondonderry Mall

Midtown PlazaMidtown PlazaMidtown PlazaErin Mills Town CentreCarlinewood Mall

Lrrvlsron_:'-:-:cleo

Bootlegger

Ricki's

cleo

BootlesserRicki'scleoRicki'sRicki'scleoBootlesserRicki'scleoRicki's/cleo

Ricki'scleoRicki'sRicki'scleoBootlegger/Ricki's/cleo

BootleggerRicki'scleocleoRicki's

40766

20511

30524

40539

2092830925408903025830590406092038s3049640491/30288/403533037640389304943025440256207ssl30755140685205993060140605404443029r

A

A

A

A

AAAAAAAANA

AAAAAA

AAAAA

HN)

LEGAL l:357754082

Nòtic¿ Þarty

20 Vic Management Inc20 Vic Management Inc.20 Vic Management Inc.20Yic Management Inc.

20 Vic Management Inc.20 Vic Management Inc.20Yic Management Inc.A.B. Edie Equities Inc.

Algoma CentralAlgoma CentralBentall Kennedy (Canada) LP

Bentall Kennedy (Canada) LP





Bentall Kennedy (Canada) LPBentall Kennedy (Canada) LP

Bentall Kennedy (Canada) LPBentall Kennedy (Canada) LPBentall Kennedy (Canada) LPBentall Kennedy (Canada) LPBentall Kennedy (Canada) LP



OPB Realty (Halifax Centre) Inc.

OPB Realty (Halifax Centre) lnc.OPB Realty (Halifax Centre) Inc.OPB Realty @ickering Ctr) Inc.

OPB Realty Inc.OPB Realw Inc.OPB Realty Inc.Campbell River Common ShoppingCentre Ltd.Algoma Central Properties IncAlsoma Central Properlies Inc2725312 Canada Inc- &.2973758 Canada

hrc.2725312 Canada Inc- &.2973758 CanadaInc.2725312 Canada Inc. &2973'758 Canada

Inc.Artis Victoria Square Ltd.

bcIMC Reaþ Corporation

bcIMC Reaþ Corporation

bcIMC RealW CorporationDriftwood Mall Ltd. and 52'l 5

Invesünents LtdHillside Centre Holdings Inc.Hillside Centre Holdings Inc.Hillside Centre Holdings IncOPTRUST RETAIL INC.OPTRUST RETAIL INC.

PCM Sheridan Inc.

Pellex Holdinss Ltd.

:::'kdiijij j:--:;..:.

NSNSNSON

ONONONBC

ONONBC

BC

BC

SK

ABBC

ABON

ABBC

BCBCBCBCON

ON

BC

'l,,r Snopf**n'..'',r'.,,,Halifax Shoppins Centre

Halifax Shoppine Centre

Halifax Shopping Centre

Pickering Town Centre

Pen CentrePen CentrePen CentreCampbell River Common

Station MallStation MallWillowbrook ShoppingCentreWillowbrook ShoppingCentreWillowbrook ShoppingCentreVictoria Square Mall

Bower PlaceWestshore Town Centre

Bower PlaceCloverdale Mall

Bower PlaceDriftwoodMall

Hillside CenfeHillside CentreHillside CentreVillaee Green MallWindsor Crossing PremiumOutletsSheridan Centre

Tamarack Shoppins Centre

IlivisionBootleggerRicki'scleoBootlegger/Ricki's

BootleggerRicki'scleo

Bootlegger/Ricki's

Ricki'scleoBootlegger

Ricki's

cleo

Bootlegger/Ricki's

BootleggerBootlegger/Ricki's

Ricki'sRicki's

cleoBootlegger

BootleggerRicki'scleoBootlesserRicki's

Ricki's/cleo

Bootlegger

':,Sic¡re.#,:',...-1

200493004140074203s9130359204s63028340474208831

30883304614049320916

30878

40904

20637/3063720679/2085713085730775130716;3029540698208s9

2086730860408342091330492

30398/4039820909

.;Lle,î--.:

AAAA

AAAB

BBA

A

A

A

NA

A/A

AA

AAAAA

A

A

H(,LEGAL I:357754082

Notice Party

Bentall Kennedy (Canada) LPBentall Kennedy (Canada) LPBentall Kennedy (Canada) LPBentall Kennedy (Canada) LP

Cadillac FairviewCadillac Fairview

Cadillac FairviewCadillac FairviewCadillac FairviewCadillac FairviewCadillac FairviewCadillac FairviewCadillac FairviewCadillac FairviewCadillac Fairview

Cadillac FairviewCadillac FairviewCadillac FairviewCadillac FairviewCadillac Fairview

Calloway REIT

Calloway REIT

Calloway REIT

Calloway REIT

Calloway REIT

Cameron CorporationCameron CorporationCameron Corporation

''' 1' :'." ,' ';it. --. '

Pellex Holdinss Ltd.White Oaks Mall Holdings Ltd.White Oaks Mall Holdings Ltd.White Oaks Mall Holdings Ltd.

CF / Realtv Holdinss Inc.CF / Realty Holdings Inc.

CFCL re: Champlain Place



Chinook (2014) Inc.Chinook (2014) Inc.

Fairview Park Leaseholds Inc.Fairview Park Leaseholds Inc.Fairvierv Park Leaseholds Inc.Market Mall Leaseholds Inc.

Market Mall Leaseholds Inc.Ontrea Inc.Ontrea Inc.Ontrea Inc.Toronto Dominion Centre LeaseholdsLimitedCalloway REIT (Barie) Inc.

Calloway REIT (Edmonton East) Inc. &IG Investment Management, Ltd.Calloway REIT and CallowaY LP

SmartREIT (AworaNorth II) Inc. and

Calloway REIT (AuroraNorth) Inc.SmartREIT (Oshawa South II) Inc. and

Calloway REIT (Oshawa South) Inc.Cameron CorporationCameron CorporationCameron Corporation

"?ioiBCONONON

ONONONNBNBNBABABONONONAB

ABMBMBMBON

ON

AB

ON

ON

ON

ABABAB

.'., ' Sho¡piàg centre .,]:Tamarack Shopping Centre

White Oaks MallWhite Oaks MallWhite Oaks Mall

Masonville Place

Lime Ridge MallMasonville Place

Champlain Place

Champlain Place

Champlain PlaceChinook CentreChinook CentreFaiwiew Park MallFairview Park MallFairview Park MallCalgary Market Mall

Caleary Market MallPolo ParkPolo ParkPolo ParkToronto-Dominion Centre

SmartCentres Barrie South

Capilano SmartCentres

Innes Rd & Mer Bleue PowerCentreAurora North Power Centre

Oshawa South Power Centre

South Edmonton CommonSouth Edmonton CommonSouth Edmonton Common

Ricki'sBootlesgerRicki'scleo

BootleggercleocleoBootleggerRicki'scleoBootleggerRicki'sBootleggerRicki'scleoBootlegger/Ricki's

cleoBootlesgerRicki'scleocleo

Ricki's/cleo

Ricki's

Ricki's

Ricki's

Ricki's

BootleggerRicki'scleo

30929203073038840410

2040940387/4037320090

3008740078206993068720312303 14

4032220683/307674075920510305044050540466

30355/4035530682

30282

30274

30271

206933068140669

Tisr

AAAA

OtherNA

AAAAAAAAA

AAAAA

A

A

A

B

B

AAA

H'ÞLEGAI l:357754082

CentreCorp

CentreCorp

Colliers lnternational

Cominar Real Estate InvestmentTrustCourtenay Real Estate ServicesInc.Courtenay Real Estate ServicesInc.CrombieCrombieCrombieEdeecombe Realty Advisors Inc.

EPIC Realty Partners (Ottawa)Inc.First Gulf DevelopmentCorporationFirst Gulf DevelopmentCorporationFishman Holdings

Fishman HoldingsFishman Holdings

Fishman HoldingsGrand Peak Capital Ltd.HREIT

Ivanhoe Cambridge

Ivanhoe Cambridge

Ivanhoe Cambridge

.i .ì'- ii

Centrecorp Management ServicesLimitedCentrecorp Management ServicesLimitedThe Standard Life Assurance Company ofCanadaCominar REIT

1445006 Alberta Ltd.

1445006 Alberta Ltd.

Crombie PropertiesCrombie PropertiesCrombie Properties

Centeur Properties LimitedParhers Real Estate Investment Trust

First Milton Shopping Centres Limited

Milton Shopping Centres Limited

1 529 452 Ontario Limited

| 5 407 09 Ontario Limited1 5 407 09 Ontario Limited

205 5 19 0 Ontario Limited0833850 B.C. Lrd.Huntingdon Holdings 18 Corporation

Bayshore Shopping Centre Limited andKS Bayshore lnc.Bayshore Shopping Centre Limited andKS Bayshore hc.Canapen (Halton) Ltd. & IvanhoeCambridge II Inc.

r::iü,i¡ON

ON

BC

QC

AB

AB

NLNLNLBCON

ON

ON

ON

SKSK

SKBCNT

ON

ON

ON

: Shopping Çerifp,',;,;: ; ,,:1

Lynden Park Mall

Lrmden Park Mall

Piccadilly Place Mall

930 ST-MARTIN BOUL(Distrib. Centre)Emerald Hills Centre

Emerald Hills Centre

Avalon MallAvalon MallAvalon MallTotem MallCornwall Square

Milton Crossroads ShoppingCentreMilton Crossroads ShoppingCentrePembroke Mall

Gateway MallGateway Mall

Market MallBoitanio MallCentre Square ShoppingCentreBayshore Shopping Centre

Bayshore Shopping Centre

Mapleview Centre

:, ii; .--. ;: . l¿IylslflllRicki's

cleo

Bootlegger/Ricki's

CMK warehouse

Bootlegger

Ricki's

BootleggerRicki'scleoBootleggercleo

Ricki's

cleo

Bootlegger/Ricki's

BootleggerRicki's/cleo

cleoBootlesserBootlegger

Ricki's

cleo

cleo

30426

40343

208s81

30858809201

20653

3065 I

200923008340088208414041'l

30371

40384

2044813044820s9630598/40597406392083920940

30260

40264

40499

A

A

B

Other

A

A

AAABB

B

B

A

AA

ABB

A

A

A

H(,LEGAL l:351754042

Ivanhoe Cambridge

Ivanhoe Cambridge

Ivanhoe CambridgeIvanhoe Cambridge

Ivanhoe Cambridge

Ivanhoe Cambridge

Ivanhoe Cambridge

Ivanhoe CambridgeIvanhoe CambridgeLoon Properties (Skeena) Inc.Morquard Investments LimitedMorguard Investments LimitedMorguard Investments LimitedMorguard Investments Limited

Morguard Investments LimitedMorguard Investments LimitedMorsuard Investments LimitedMorguard Investments LimitedMorguard Investments LimitedMorguard lnvestments Limited

Morguard Investments Limited




:Jt . .

Guildford Town Centre LimitedPartnershipGuildford Town Centre LimitedParbrershipIvanhoe Cambridge II Inc.Ivanhoe Cambridge II Inc.

Ivanhoe Cambridge Inc.



Oshawa Centre Holdings Inc.Oshawa Centre Holdings Inc.

Loon Properties (Skeena) Inc.2046459 Ontario Inc.2046459 Ontario Inc.2046459 Ontario Inc.3934390 Canada Inc.

585562 B.C. Ltd.585562 B.C. Ltd.585562 B.C. Ltd.713949 Ontario Limited713949 Ontario LimitedAcktion Capital Corporation & BramaleaCity Centre Equities Inc.Acktion Capital Corporation & BramaleaCity Centre Equities Inc.HOOPP Reaþ Inc.

HOOPP Reaþ Inc.

HOOPP Realty Inc.

...ii&;¡BC

BC

BCONONABBCABBCABBCONONBCBCBCBCSK

BCBCBCONONON

ON

ONONONONON

Guildford Town Centre

Guildford Town Centre

Metropolis at MetrotownConestoga MallVauehan MillsCrosslron MillsWoodgrove Centre

Crosslron MillsWoodgrove Centre

Crosslron MillsWoodgrove CentreOshawa CentreOshawa CentreSkeena MallCottonwood MallCottonwood MallCottonwood MallLawson Heights

Sevenoaks Shoppine Centre

Sevenoaks Shopping Centre

Sevenoaks Shoppine Centre

St. Laurent Shopping Centre

St. Laurent Shoppine CentreBramalea Cþ Centre

Bramalea Cþ Cenfe

Intercity Shopping CentreNew Sudbury CentreIntercþ Shopping CentreNew Sudburv CentreNew Sudbury Centre

Bootlegger

Ricki's

BootleggerRicki'sRicki'sBootleggerBootlesgerRicki'sRicki'scleocleoBootlesqercleoBootleggerBootleggerRicki'scleoB ootlegger/Ricki's/cleo

BootleggerRicki'scleoRicki'scleoRicki's

cleo

BootleggerBootleggerRicki'sRicki'scleo

'Store.# ,

20869

30865

2093530464302982067720900306741308804070414088720273404882087s209173090240889205931

306021405592088130882409233047040267303s1

40436

2034612034530320/3048640275

jirlg,A

A

AA/A

NA

NA

NA

AABAAAA

AAAAAA

A

A/A

A

A

HOì

LEGN- t:357754082

Noticé Party




Morguard Investments LimitedMorguard Investments LimitedMorguard Investrnents Limited

Morguard Investments LimitedMorguard Investments LimitedMorzuard lnvestments LimitedNarland Properties

Orlando CorporationOrlando CorporationOxfordOxfordOxfordOxford

Oxford

Oxford

Oxford

Oxford

Oxford

OxfordPowell River

: :,1i., , ¡i ;.fi. -: ...

Morguard Real Estate Investment Trust



Pensionfund Realty LimitedPensionfund Realty LimitedRed Deer Shopping Centre Inc.

Red Deer Shoppine Centre Inc.Revenue Properties Company LimitedRevenue Properties Company LimitedNarland Properties (Haney) Ltd.

Orlando CorporationOrlando CorporationKingsway Garden Holdings Inc.Kingsway Garden Holdings Inc.Kingsway Garden Holdings Inc.Oxford Properties Group Inc. & CPPIBReal Estate Holdings hc.Oxford Properties Group Inc. & CPPIBReal Estate Holdings Inc.Oxford Properties Retail Holdings II Inc.

and CPPIB Upper Canada Mall Inc.

Oxford Properties Retail Holdings Inc &Oxford Properties Retail Holdings II Inc



Square One Property CorporationPowell River Town Centre Ltd.

Biiid,::

MBONSKBC

MBONBCMBONBCBCAB

ABABABBC

ONONABABABAB

AB

ON

AB

AB

AB

ONBC

Brandon Shoppers MallCambridge CentreCentre At Circle And EighthPine Centre Mall

Brandon Shoppers MallCambridge CentrePine Centre MallBrandon Shoppers MallCambridee CentreCoquitlam CentreCoquitlam CentreParkland Mall (AB)

Parkland Mall (AB)Prakie MallPrairie MallHaney Place Mall

Heartland Town Centre

Heartland Torvn Centre

Kingsway MallKinesway MallKingsway MallEdmonton Cþ Centre East

Edmonton Cþ Centre East

Upper Canada Mall

Southcentre Mall

Southcentre Mall

Southcentre Mall

Souare One Shoppins CentreTown Centre Mall

. ;_Ì.Ì¡iå_;..,_.,rli.. .jr: r-...ì.' :'.J|:hVlSlOn .i.'. j - ,. 1ì

... ¡.-

-

. .. . i. .,,. .

BootleggerBootleggerBootlegger/Ricki'sBootleggerRicki'sRicki'sRicki'scleocleoBootleggercleoBootleggerlRicki's

cleoBootleggerRicki'sBootlegger/Ricki's

Ricki'scleoBootlegserRicki'scleoRicki's

cleo

cleo

Bootlegger

Ricki's

cleo

cleoBootlegger

'Storê#,:

20533/204301206t5130615208',t4

305 l5/304621

308484052t/4044220901408362073s1

3073540691207363074120842/30842304044040120706306964071030672

40663

40407

206s6

30680

40671

40280208s2

NNNA

NNA

A/A

AAA

AAAB

BBAAAA

A

A

A

A

A

AB

H{LEGAL l:357754082

'Notiôe Party

Primaris Management Inc.Primaris Management IncPrimaris Management IncPrimaris Management IncPrimaris Management Inc.Primaris Management Inc.Primaris Management Inc.

Primaris Management Inc.



Primaris Management IncPrimaris Management Inc.




Primaris Management IncPrimaris Management IncPrimaris Management Inc

Primaris Management lnc.Primaris Management Inc.

Primaris Management Inc.Primaris Management lnc.Primaris Management IncPrimaris Management lncPrimaris Management Inc

Public Vy'orks and Gov. ServicesCanada

Þ-i,:- .

Cataraoui Holdines Inc.Catamqui Holdings Inc.Kildonan Place Ltd.Medicine Hat Mall lnc.Medicine Hat Mall Inc.Medicine Hat Mall Inc.Orchard Park Shopping Centre HoldingsInc.Orchard Park Shopping Centre HoldingsInc.Orchard Park Shopping Centre HoldingsInc.Park Place Mall Holdings Inc.

Park Place Mall Holdings Inc.Place d'Orleans Holdings Inc.

PRR TRUST by its sole trustee, PRRInvestments Inc.PRR TRUST by its sole trustee, PRRInvestments Inc.Resent Mall Holdings Inc.Resent Mall Holdings Inc.

Resent Mall Holdines Inc.

Sherwood Park Ponfolio Inc

Sherwood Park Portfolio IncSt. Albert Centre Holdings Inc.

Stone Road Mall Holdings Inc.Stone Road Mall Holdings Inc.Sunridee Mall Holdings Inc.Sunridee Mall Holdings Inc.Sunridge Mall Holdings Inc.Her Majesty the Queen

.:Pitn¡Ë

-'-jONONMBABABABBC

BC

BC

AB

ABON

AB

AB

NBNBNBAB

ABAB

ONONABABABON

Cataraqui Town Centre

Cataraqui Town Centre

Kildonan PlaceMedicine Hat MallMedicine Hat MallMedicine Hat MallOrchard Park

Orchard Park

Orchard Park

Park Place

Park PlacePlace d'Orleans

Peter Pond Shopping Cente

Peter Pond Shopping Centre

Regent MallRegent MallRegent MallSherwood Park Mall

Sherwood Park MallSt. Albert Centre

Stone Road MallStone Road MallSun¡idse MallSunridee MallSunridee MallI'Esplanade Laurier

-_'' Jrrr:lOivision.'...:.'.¡i.-

Ricki'scleoRicki'sBootlesserRicki'scleoBootlegger

Ricki's

cleo

Bootlegger/Ricki's

cleoRicki's/cleo

Bootlegger

Ricki's

BootleggerRicki'scleoBootlegger/Ricki's

cleoBootlegger/Ricki's

Ricki'scleoBootlesserRicki'scleocleo

303 13

404763051920694306864067620905

30906

40912

20732/30765406953033314033320748

30760

20045300504005 1

20700130720407082074413074430439404352069730701

4069040319

AAAAAAA

A

A

A

AA

A

A

AAAA

AA

AAAAAB

tsæ

LEGAL 1.357'754082

Notice Party

RioCan REIT

RioCan REITRioCan REITRioCan REITRioCan REIT

RioCan REIT

RioCan REITRioCan REITRioCan REITRioCan REITfuoCan REIT

Shape Property Mgmnt Corp

Shelter Canadian PropertiesLimitedSmartCentresSmartCentresSmartCentres

SmartCentres

SmartCentresSmartCentres

Ëq¡i{4df i,I^e gâl ì-{ä¡iê,.

1451945 Ont Ltd & Sun Life Assurance

Co. ofCanada1562903 Ontario Ltd.Durham Holdines LimitedRioCan Holdinss (Hamilton) Inc.RioCan Holdings Inc.

RioCan Holdings Inc.

RioCan Holdings Inc.Riotrin Properties (Newmarket) IncRiotrin Properties Inc.RK (Burlineton Mall) Inc.Timmins Square Shopping Centre Inc. &| 45 19 45 Ontario LimitedShape Properties (Lougheed) Corp. and

LTC Equities Inc.6485155 Manitoba Limited

6 & 7 Developments LimitedCalloway Limited Partnership

Calloway REIT (1900 Eglinton) Inc.

Calloway REIT (Burlington) Inc.

Callowav REIT Gdmonton) Inc.

Calloway REIT (Etobicoke) Inc

;:,'F,-av,:,.

AB

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BC

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Garden CiW Shopping Centre

RioCan Durham Centre IHamilton SE Power Centre

Georgian MallParkland Mall

Parkland MallSouth Trail CrossilgParkland MallRioCan Green Lane CentreSimal Hill CentreBurlinston MallTimmins Square

Lougheed Mall

1670 Inkster Blvd. (RK FVO)

Guelph Power CentreKenaston Power Centre

SmartCentres Scarborough

Burlington North PowerCentreEdmonton NE Power CentreEtobicoke Power Centre

Ricki's

Ricki'sRicki'sRicki'sBootleggerBootlegger

Ricki'sRicki'scleoRicki'sRicki'scleoBootleggerlRicki's

Bootlegger

RK TVO

Ricki'sRicki'sRicki's/cleo

Ricki's

Ricki'sRicki's/cleo

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30665

3052230289

30483204061

20606

30592/306614059430285306s740338203361

303362092t

039401

302863053630244/402443028 I

30768302591402s9

A

AAAA(GeorgianMall)

Other(ParklandMall)

NA

AAAAA

B

Other

AAA

A

AA

ts\o

LEGAL 1.357754082

SmartCentres

SmartCentresSmartCentresSmartCentresSmartCentresWestcliff Management Ltd.Westcliff Management Ltd.Westcliff Manasement Ltd.

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Calloway REIT (London N) and

Canadian Property Holdings (Ontario)Inc.Calloway REIT (Stick Pond) Inc.Calloway REIT (Stick Pond) Inc.SmartReit (Oakville) Inc.SmartReit (Oakville) hc.Montez (Comer Brook) Inc.Montez (Corner Brook) Inc.Montez (Corner Brook) Inc.

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SmartCentres St. John's East

SmartCentres St. Jobn's EastSmartCentres OakvilleSmartCentres OakvilleCorner Brook PlazaCorner Brook Plaza

Corner Brook Plaza

Ricki's

Ricki'scleoRicki'scleoBootleggerRicki'scleo

stúe#:;'30396

30069400623024940247200943008240084

Tier

B

AAAAAAA

CONTRACTS

Date of Agreement

May 25,2007

l[l4ay 25,2007

October 1,2014

June 77,2009

August 3l,20ll

August 12,2012

Agreement

AeroplanPlus CorporateAgreement

Card Joint &, Several Account

AeroplanPlusAgreement

Corporate Card Joint & Several Account

Avis V/orldwide Rate Agteement

Master Application Service Provider Agreement

Bazazwoice, Inc. Second Amended and Restated ServiceAddendum

Beanstream Pre-Authorized Debt (PAD) Plan Agreement

Counterparty

Amex Ba¡k of Canada

Amex Bank of Canada

Aviscar Inc.

Bazaarvoice, Inc.

Bazaarvoice, Inc.

BeanstreamCommerce Inc

Internet

N)O

LÊGAL l;35775408 2

July 1,2009

July 1,2009

(1) Date of original request:September 20,2013

Revised date of request: May 15,

2014

(2) Date of original request:

September 20,2013

Revised date of request: October 24,2013

(3) Date of original request: October15,2013

Revised date of request: February23,2015

(4) Revised date of request: April4,2014

May 2015

March 1,2012

March 2I,2007

Master Communications Agreement - Non Tariffed (Retail)

Master Communications Agreement - Tariffed (Retail)

Non-Standard Service Request Form Part I and Part II - Approvalto Proceed and Terms & Conditions and Part III - UponCompletion

Change Control Notice (CCN)

Amended and Restated Outsourcing Services Agreement

Offshore Program

Bell Canada

Bell Canada

CGI Information Systems andManagement Consultants Inc.

CGI Information Systems andManagement Consultants Inc.

CGI lnformation Systems andManagement Consultants Inc.

Ryder CRSA Logistics

N)H

LEGAL 1135775408.2

June 1,2009

March 28,2013

Jwrc26,2013

February 26,2010

November 25,2008

September 2I,20ll

November 23,2004

November 23,2004

l|;4.ay 6,2014

May 31,2075

May 12,2014

Inland Service Agreement

Master Subscription and Services Agreement

Software Order Addendum to the Master Agreement

Software Implementation Agreement Addendum

Master Agreement for the Supply of Equipment and Services

Master Agreement for Transportation S ervices

Product Order Form - Lawson Software End User Agreement

Master Services Agreement

Managed Application Support and Maintenance ProgramStatement of Work

Managed ApplicatronRenewal Agreement

Support and Maintenance Program

Professional Services Agreement

Ryder CRSA Logistics

Demandware Inc.

Epicor RetailCorporation

Solutions

NSB Retail Solutions lnc.

Fujitsu Transaction SolutionsCanada Inc.

Kintetsu V/orld Express(Canada) Inc.

Lawson Software,Inc.

Lawson Software, Inc.

Momentum Digital SolutionsInc.


Momentum Digital Solutionslnc.

N)N)

LEGAI l:35775408 2

January 30,2015

March 18,2015

March 2,2015

lll4ay 28,2015

i|v4ay 20,2015

April 15,2009

Ilur;ie26,2008

Responsive Design Retrofit Project (Statement of Worþ

Responsive Design Retrofit Project Change Request (CR001)

Tagging Strategy and Implementation Project (Statement ofWorÐ

OMS Breakwall Enhancement Project (Statement of Worþ

General Terms of Master Agreement

Global Support Services Agreement, Agreement #1443

First Amendment to the Proact Software License Agreement No.1245





Oracle Canada ULC

Datavantage Corporation


t\)(,LEGAL l:357'l540a2

December 21,2007

December 30,2011

November 3,2004

March 10,2010

January 1,2010

No date

March 16,2015

March 1,2015

March 17,2006

December 20,2010

March 31,2013

Addendum to Analytics Software License and Services

Agreement No. 1245

Proact Software License Agreement No. 7245, Exhibit lFStatement of Work - Xstore Release 9 - Base Upgrade (PTS3t24s3)

Proact Software License Agreement No. 1245 Proact - XBR

RMS Services Contract

Hardware Extended Wa:ranty and Support Agteement

Customer Loyalty Payment Addendum

Preferential Service Agreement

Services Pricing Agreement

Enterprise Customer Agreement betweenCommunications Partnership and Comark

Rogers

Amendment #1 to Enterprise Customer Agreement betweenRogers Communications Partnership and Comark

Amendment #2 to Enterprise Customer Agreement betweenRogers Communications Partnership and Comark




Prodco Intemational Inc.

Prodco Intemational Inc.

Purolator Inc.

Purolator Inc.

Pwolator Inc.

Rogers CommunicationsPartnership

Rogers'Wireless Partnership

Rogers Wireless Partnership

N)

'ÞLEGAL l:3577540E,2

October 3,1984

October 3,1984

October 1,2017

Apnl I,2013

March 1,2006

February 23,201,5

No date

December 30, 2008

May 7,2012

September 29,2010

December 5,2074

Software Maintenance Agreement

S oftware Implementation Agreement

Merchant Services Corporate Agreement

First Amending Agreement to the Merchant,Services Agreement

Service Agreement

Commercial Sales Proposal Agreement

Stored Value Card Agreement

AmendmentNo. I of the Stored Value Card Agreement

Amendment No. 2 of the Stored Value Card Agreement

Total Document Solutions Agreement

Amendment to Total Document Solutions Agreement

STS Systems Ltd.

STS Systems Ltd.

The Toronto-Dominion Bank

The Toronto-Dominion Bank

The Williamson Group Inc.

Tyco Integrated SecurityCanada,Inc.

Valuelink LLC

Valuelink LLC

Valuelink LLC

Xerox Canada Ltd.

Xerox Canada Ltd.

N)(,LEGAL l:35775408 2

26

SCHEDULE B

ONTARIO

SUPERIOR COURT OF' JUSTICE

COMMERCIAL LIST

IN THE MATTER OF THE COMPANIES'CREDITORSARRANGEMENT lCZ, R.S.C. 1985, c. C-36, AS AMENDED



Applicant

RECITALS

A.

B

All undefined terms in this Monitor's Certificate have the meanings ascribed to them in the

Order of the Court dated Júy 29,2015 (the "Approval Order") approving the Sale

Agreement entered into among Comark Inc. ("Comark") and Pacific'West Commercial

Corporation and its permitted assignees (the "Purchaser") dated July 16, 2015 (as

amended from time to time, the "Sale Agreement").

Pursuant to the Approval Order, the Court approved the Sale Agreement and provided for

the vesting in and sale, assignment and transfer to the Purchaser of Comark's right, title

and interest in and to the Purchased Assets, which vesting, sale, assignment and transfer is

to be effective with respect to the Purchased Assets upon the delivery by the Monitor to

the Purchaser and Comark of a certificate confirming: (i) the conditions to Closing as set

out the Sale Agreement have been satisfied or waived by the Purchaser and Comark, as

applicable; and (ii) the Transaction has been completed to the satisfaction of the Monitor.

As of the date hereof, Comark and the Purchaser, with the consent of the Monitor, have

agreed to effect the sale, assignment and transfer of the Purchased Assets in accordance

with the provisions of the Sale Agreement and the Approval Order.

THE MONITOR CERTIFIES the following:

C

LEGÄJ, 11357754082

27

l. The conditions to Closing with respect to the Purchased Assets as set out in Articles

7 and 8 of the Sale Agreement have been satisfied or waived by the Purchaser and Comark, as

applicable; and

2. The Transaction with respect to the Purchased Assets has been completed to the

satisfaction of the Monitor.

This Monitor's Certificate was delivered by the Monitor at on 2015.

ALVAREZ & MARSAL CANADA INC., in itscapacity as Court-appointed Monitor of ComarkInc. and not in its personal or corporate capacity

Per:

Name:

Title:

LEGA,L l:1577540A2

2B



COMMERCIAL LIST

IN THE MATTER OF THE COMPANIES' CREDITORSARRANGEMENT lcl R.S.C. 1985, c. C-36, AS AMENDED


APPLICANT

AFFIDAVIT OF GERALD BACHYNSKI(Sworn July 31,2015)

(Motion to Assign Agreements)

I, Gerald Bachynski, of the Town of Oakville, in the Province of Ontario, MAKE

OATH AND SAY:

l. I am the Chief Executive Officer of the Applicant, Comark Inc. ("Comark" or the

"Company"). As such, I have personal knowledge of the matters deposed to herein. 'Where I

have relied on other sources for information, I have specifically referred to such sources and

verily believe them to be true.

Overuiew

2. I swear this Affidavit in support of the motion brought by Comark seeking an

order assigning the rights and obligations under certain leases and contracts, set out below, to

Pacific'West Commercial Corporation and its permitted assignees (the "Purchaser").

3. On July 29,2015, this'Court approved a sale of substantially all of the assets and

business of Comark to the Purchaser (the "Transaction") pursuant to an asset purchase

agreement made between Comark and the Purchaser dated July 16, 2015 (the "Asset Purchase

Agreement"). The Transaction represented both the highest and the best offer identified in the

extensive, Court-supervised sale and investor solicitation process (the "SISP") that was

conducted. Capitalized terms contained herein that are not otherwise defined have the same

LEGAL l:35814866 4

meaning ascribed to them in the Asset Purchase Agreement and the Affidavit of Neville Lewis

sworn July 20, 2015 (the "Sale Affidavit").

4. Under the Asset Purchase Agreement, it is a condition of the closing of the

Transaction that Comark obtain consents to the assignment of all of the Tier A Leases and of

80% of the Tier B Leases, representing a total of approximately 300 leases, with a Purchase Price

reductiorl for Tier B Leases that are not assigned within 60 days of closing (as described below).

Comark must also use commercially reasonable efforts to obtain the assignments of all other

Assigned Contracts other than leases. After intensive discussions with landlords and

counterparties to Assigned Contracts (other than leases) over a compressed timeframe, Comark

has, to date, obtained consents for the assignment of 56 leases and 3 Assigned Contracts. Comark

makes this application for an order authorizing the assignment of the remaining 261 leases (the

"Leases") and2l contracts (the "Remaining Contracts") pursuant to section 11.3 of the CCAA.

Comark is continuing to work diligently to obtain consents, and the number of Leases and

Remaining Contracts to be assigned pursuant to the order will be reduced by the number of

consents obtained prior to the return date for this motion.

5. The assignment of the Leases and Remaining Contracts are critical for a

successful going concern solution for the business of Comark and for the employment of over

3000 employees. In particular, if Comark is not able to obtain consents for the assignment of the

required number of Leases, the Transaction will not close. As previously reported to this Court,

Comark believes that the Transaction represents the best possible transaction in the

circumstances for the benefit of Comark and its stakeholders.

6. The Monitor has expressed its support for the proposed lease and contract

assignments.

Background

7. On March 26,2015, Comark was granted protection under the Companies'

Creditors Arrangement Act, R.S.C. 1985, c. C-36 as amended (the "CCAA") pursuant to an

initial order of the Superior Court of Justice (Commercial List) (the "Court"), as amended and

restated on April 2I,2015 and further amended on June I,2015 (the "Initial Order"). ÃIvarez

29

30-J-

& Marsal Canada Inc. was appointed to act as the monitor in these CCAA proceedings (the

"Monitor"). Further details regarding the background to this proceeding are set out in the my

Affidavits sworn on March 25,2015 and March 26,2015 and in the Affidavits of Neville Lewis

sworn April 15, 20l5,May 26,2015 and July 20, 2015.

8. In the Initial Order, the Court directed Comark to immediately commence the

SISP pursuant to which Comark, with the assistance of its financial advisor, Houlihan Lokey

Capital Inc. (the "X'inancial Advisor") and the Monitor, sought qualified purchasers or investors

for all or substantially all of Comark's business and assets. A comprehensive description of the

SISP is set out in the Sale Affrdavit.

9. On July 29, 2015, this Court approved the Transaction pursuant to the Asset

Purchase Agreement and granted the Approval and Vesting Order.

10. Since the granting of the Initial Order, Comark has been operating its business as

a going concern in close consultation with the Monitor.

Update on Lease Disclaimers

11. In the Sale Affidavit, it was noted that Comark anticipated that it would disclaim

ten store locatioh leases which the Company, in consultation with the Purchaser, had identified

as unprofitable. On July 20, 2015, Comark, with the consent of the Monitor, delivered disclaimer

notices to the landlords of these leases.

12. Subsequent to July 20, 2015, Comark was contacted by a number of those

landlords regarding possible amendments to certain leases that Comark has disclaimed. Comark

and the Monitor continue to work with the landlords who wish to negotiate possible amendments

to disclaimed leases on terms favourable to the business going forward.

Update on Competition Approval

13. It is a condition of the closing of the Transaction that Competition Act Approval

be obtained. Pursuant to the Asset Purchase Agreement, Comark and the Purchaser have agreed

31-4-

to use commercially reasonable efforts to take certain actions with respect to obtaining such

approval.

14. On July 20,2015, Comark and the Purchaser each filed with the Competition

Bureau their respective statutory notification pursuant to Part IX of the Competition Act. A

request for an advance ruling certificate (or in the alternative, a no action letter) was filed with

the Competition Bureau on July 23,2015. The initial 30-day statutory waiting period will expire

on August I9,20I5.

15. On July 27 , 2015, the Competition Bureau advised that the Transaction has been

designated as "non-complex". This means that approval by the Competition Bureau sufficient to

satisfy the condition for Competition Act Approval under the Asset Purchase Agreement may be

obtained in advance of the expiry of the initial statutory waiting period.

Key Terms of the Transaction

16. As noted in the Sale Affidavit, the Transaction represented both the highest and

the best offer identified in the extensive SISP that was conducted by the Financial Advisor and

Comark, with the assistance and under the supervision of the Monitor. The completion of the

Transaction will result in numerous benefits to Comark's stakeholders, including that Comark's

business will continue uninterrupted following the closing, at least 90% of Comark's employees

will be extended offers of employment by the Purchaser, and Comark's secured lender, Salus

Capital Partners, LLC ("Salus"), will be repaid in full, with the potential for additional proceeds

to be available for distribution to Comark's other creditors.

17. The details regarding the terms of the Transaction are set out in the Sale Affidavit

and the Fourth Report of the Monitor. Some of the key aspects of the Transaction include:

(a) The Purchaser will purchase substantially all of the property, assets and rights of

Comark save and except for the Excluded Assets;

(b) The Purchaser will offer employment to at least 90% of all current full-time and

part-time employees of the Company with, at least 90Yo of those offers to be on

32-5r

terms and conditions which are substantially similar in the aggregate for each

individual employee; and

(c) The Purchaser will assume all liabilities and obligations of the Company rn

connection with the performance of the Assigned Contracts (including, among

other contracts, Comark's real estate leases), arising after the time of closing. Any

Cure Amounts related to the Assigned Contracts will be paid.

The Assignment of Agreements

18. The Transaction contemplates the assignment of Assigned Contracts by obtaining

the consent of the relevant counter party to such Assigned Contract, or if necessary, through an

Order of the Court pursuant to section 11.3 of the CCAA. Under the Asset Purchase Agreement,

the Purchaser has agreed to assume, at the time of closing, all of the Assumed Liabilities arising

from or in connection with the performance of the Assigned Contracts.

19. The Assigned Contracts include all contracts in connection with the business,

including real property leases for store locations and real property leases for each of the Ricki's,

Bootlegger and cleo banners (the"Banners"), the corporate headquarters, and the distribution

centre. The vast majority of the Assigned Contracts are leases. The Asset Purchase Agreement

contemplates that substantially all of the real property leases will be assigned to the Purchaser.

The assignment of these leases is essential to the continuation of Comark's business by the

Purchaser and for the continued employment of substantially all of Comark's employees.

20. It is a condition of the closing of the Transaction that Comark will obtain consents

for the assignment of all of the Tier A Leases (representing approximately 226 stores) and for

80% of the Tier B Leases (representing approximately 71 stores). Accordingly, the assignment of

the Leases is critical for a successful going concern solution for the business of Comark and for

the continued employment of thousands of employees. As noted in the Sale Affrdavit, given the

importance of the assignment of leases to the closing of the Transaction, if Comark is not able to

obtain consents for the assignment of the Leases, it would be necessary to make an application

before this Honourable Court for an order authorizingthe assignment of such Assigned Contracts

pursuant to section 11.3 of the CCAA.

6-

2L Under the terms of the Asset Purchase Agreement, to the extent that Comark does

not obtain the requisite consent to the assignment of the remaining 20% of Tier B Leases by 60

days following the closing (the "Tier B Lease Deadline"), the Purchase Price will be reduced by

the amount, if any, equal to the aggregate of the Lease Adjustment Amount for each such Tier B

Lease (the "Lease Adjustment"). Subsequent to the Tier B Lease Deadline, the applicable Tier

B Lease shall be deemed to be an Excluded Contract under the Asset Purchase Agreement.

22. For all Assigned Contracts other than leases, pursuant to the Asset Purchase

Agreement, Comark has agreed to use commercially reasonable efforts to obtain the consent of

the applicable counterparty, or, in the event that the requisite consents are not obtained, to seek

an Order compelling the assignment of all of the rights and obligations of Comark under the

Assigned Contracts to the Purchaser.

23. The Purchaser has agreed to accept all Assigned Contracts, including real

property leases, on the same terms and conditions set out in each of the Assigned Contracts

between Comark and its respective counterparty. Any Cure Amounts in respect of an Assigned

Contract will be paid.

24. The Purchaser has advised Comark that it anticipates assigning Comark's three

Banners and Comark's corporate headquarters to seþarate permitted assignee entities under

section I 1.6 of the Asset Purchase Agreement. Each of the permitted assignee entities will

assume all of the rights and obligations of the Purchaser associated with its respective Banner.

Drscussro ns with Landlords and Counterparties to Contracts

25. Subsequent to the execution of the Asset Purchase Agreement, Comark contacted

each landlord to advise them of the Transaction and to seek their consent to the assignment of

their leases. On July 20,2015, Comark sent a letter to each landlord of a Lease to advise them of

the Transaction and request their consent to the assignment of the applicable Lease. A copy of

the form of letter dated July 20,2015 is attached as Exhibit "A".

26. On July 28, 2015, Comark sent a letter to each counterparty to an Assigned

Contract, other than a Lease, to advise them of the Transaction and request their consent to the

33

-7 - 34

assignment of the applicable contract. The landlords and applicable counter parties to contracts

were advised that if they did not provide their consent, Comark would be required to seek an

order of the Court pursuant to section 11.3 of the CCAA to assign the Lease or contract, as

applicable, without their consent. A copy of the form of letter dated July 28, 2015 is attached as

Exhibit "B"

27 . Under the SISP, the outside date for completion of a sale transaction is August 15,

2015. To allow for various steps to be taken with respect to Competition Approval, which is a

condition of the closing of the Transaction, Salus agreed to an extension of the outside date to

August 24,2015. To ensure that the Transaction is closed by this time, Comark and/or its legal

counsel, with the assistance of its counsel and the Monitor, has been on daily calls and engaged

in intensive discussions with landlords in an effort to obtain their consent to assignment and

negotiate the form of the consent to the assignment of the lease (the "Consent") in the short

amount of time prior to closing. In addition, Comark with the assistance of its counsel and the

Monitor, has been on daily calls with counterparties to the Assigned Contracts, other than Leases

in an effort to obtain consents to assignments to contracts related to the operation of the business.

28. In under two weeks, from July 20,20t5 to July 30, 2015, Comark was able to

obtain consent from landlords for 10 Tier A Leases and for 46 of the Tier B Leases. Since this is

not suffrcient to fulfrll Comark's closing obligation under the Asset Purchase Agreement, and

given the importance of completing the Transaction, Comark seeks an order assigning the rights

and obligations under the remaining Leases and the Remaining Contracts to the Purchaser.

Between the date of the swearing of this Affrdavit and the hearing of the motion on August 13,

2015, Comark intends to work diligently to obtain consents for the assignment of the Leases and

Remaining Contracts on a consensual basis. To the extent that Comark is able to obtain such

consents, the relevant counterparty and agreement will be removed from the schedule of the draft

Assignment Order.

The Assignment Should be Approved

A. The Purchaser is Able to Perform the Oblisations under the Leases and Contracts

29. The Purchaser, including its permitted assignees, has advised, and Comark and

the Monitor believe, that the Purchaser has the financial ability to perform the obligations under

358

the Assigned Contracts. The Purchaser has provided to Comark and the Monitor information and

financial projections of its financial ability, including an information memorandum prepared by

the Purchaser in consultation with the Company and the Monitor, at the request of certain

landlords. The Information Memorandum contains financial information relating to the

Transaction and the financial forecast of each of cleo, Ricki's and Bootlegger individually (the

"Information Memorandum"). Attached as Conf,rdential Exhibit "C" is a copy of the

Information Memorandum.

30. As shown on the pro forma balance sheets contained in the Information

Memorandum, each of the new entities holding cleo, Bootlegger and Ricki's, subsequent to

closing, will, on an individual basis, be well capitalized not only to perform its respective

obligations under the Assigned Contracts but also to continue as financially healthy going

concern entities. Sales for each new entity Banner are expected to increase from prior years, and

the Transaction will result in a significant reduction of debt overall across all of the new cleo,

Ricki's and Bootlegger entities.

31. Each of Comark's three Banners are being capitalized with their own working

capital and will each share access to the debt facility that is being used to capitalize the business.

Since the new debt is denominated in Canadian dollars, there will not be the same risk exposure

to foreign exchange fluctuations as Comark's previous debt facilities. From an operating

perspective, each Banner is expected to have positive cash flow and emerge from Comark's

restructuring stronger and more commercially sound. For the fiscal year ending February 28,

2015, Comark's total rent expense, including maintenance and other occupancy costs, amounted

to only 30.0% of gross profit. On an individual Banner basis, the equivalent metric was only

27 .0% for Bootlegger, 3 l.7o/o for Ricki's and 3 l.3Yo for cleo. These results were achieved prior

to Comark filing for CCAA. Since the Filing Date, Comark has implemented a number of

restructuring initiatives for each Banner, including the closing of underperforming stores and the

renegotiation of certain leases. In addition, each individual Banner is cunently cash flow

positive, and cash flows have significantly improved relative to the prior year. As a result,

Comark is of the view that each Banner's ability on an individual basis to meet its obligations

under the Leases is strong and will have strengthened significantly upon emerging under new

ownership. In addition, the Purchaser has advised that each of Ricki's, cleo and Bootlegger

36-9-

permitted assignees will have the financial ability to perform their respective obligations under

the Leases and Remaining Contracts.

B. The Annlicant Will Remedv Mon Defaults in relation to the Leases andAllContracts

32. All monetary defaults in relation to the Leases and Remaining Contracts,

including those relating to the period prior to March 26, 2015, will be remedied within two

business days of the date of assignment of the Leases and the Remaining Contracts.

C. The Assignment is Appropriate

33. The advantages to Comark's creditors of assigning the Leases and the Remaining

Contracts far outweigh any disadvantages to the Landlords. The advantages include the

following:

(a) The Transaction will be completed. The assignment of the Leases is a condition of

closing and therefore is critical to the successful restructuring of Comark. Without

the assignment of Leases, Comark will not be able to continue as a going concern,

resulting in the loss of employment for thousands of employees and the loss of

business to Comark's suppliers;

(b) Absent the assignment to the Purchaser, including its permitted assignees, the

Leases and Remaining Contracts would be disclaimed pursuant to the provisions

of the CCAA;

(c) Each new Banner Purchaser entity is and will be able to comply with the

covenants and obligations under the Assigned Contracts;

(d) No amendments are being sought in respect of the Leases or the Remaining

Contracts and, because this is a going concern sale, any restriction on use

provisions with respect to leased premises will be complied with on a go forward

basis;

the Remaining Contracts do not include any eligible financial contracts, contracts

entered into post-filing or collective agreements;

(e)

37-10-

(Ð All Cure Amounts will be paid; and

(g) All landlords to the Leases and counter parties to the Assigned Contracts, other

than Leases will be provided with notice of the motion to assign the Leases and

Remaining Contracts.

34. Comark therefore believes that it is appropriate to assign the rights and

obligations under the Leases to the Purchaser. Comark has engaged in extensive and ongoing

discussions with landlords throughout these CCAA proceedings, including with respect to the

assignment of Leases. Under the Transaction, the Purchaser has agreed to assume all liabilities

and obligations of Comark in connection with the performance of the Assigned Contracts on an

"as is, where is" basis, without any modifications to any provisions of the Assigned Contracts.

As noted above, the Transaction, if completed, will preserve Comark's business as a going

concern, which includes consequential benefits to Comark's employees, customers, landlords

and suppliers.

35. The Monitor has expressed its support for the proposed assignment of the rights

and obligations under the Leases and Remaining Contracts to the Purchaser.

S eal i n g of Co nfi denti al I nfo rm atio n

36. Comark will be filing with the Court the Confidential Exhibit C which discloses

certain commercially sensitive financial information about Comark. Comark requests that the

sensitive commercial information in the Information Memorandum be sealed from the public

record and kept confidential as its disclosure would be harmful to the Company.

The Monitor has expressed its support for the sealing order37.

38- 11-

Relief Reguesfed

38. Accordingly, I request that this Honourable Court approve the relief requested

herein.

SV/ORN BEFORE ME at the City of

Toronto, in the Province of Ontario, this

3lth day of July, 2015.

Commissioner for Affrdavits Bachynski

Jhtt* fi|vtc

))Ì))

IN THE MATTER Oß COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF COMARK INC.

APPLICANT


ONTARIOSUPERIOR COURT OF JUSTICB

(CoMMERCTAL LrST)


AFFIDAVIT OF GERALD BACHYNSKI(Motion to Assign Agreements)

osLER, HOSKIN & HARCOURT LLPBox 50, 1 First Canadian PlaceToronto, Canada M5X 1B8

Marc Vy'assernan (LSUC #:44066M)Tel: 416.862.4908



u)\o

Matter No: I163824

40

THIS IS EXHIBIT 664'' TO THE

AFFIDAVIT OF GERALD BACHYNSKI SWORN

BEFORE ME THIS 31sr DAY OF JULY,2ols

A Commissioner for taking Affidavits

4T

COMARK-/6789 Millcreek Drive, Mississauga, ON L5N 5M4

Telephone: (9OS) 567-7375 Fax: (905) 567-5965 Email: [email protected]

July 20,2015

o

Attn: O

IMMEDIATE ACTION REQUIREI)

Re: Your lease with Comark Inc. listed on Exhibit'rA" attached hereto (the "Lease")

Dear Sir/Madame,

As you may be aware, Comark Inc. ("Comark") is subject to protection under the Companies' Credìtors

Ariangemànt Act ("CCAA") pursuant to an Initial Order of the Ont¿rio Superior Court of Justice

(Commercial List) (the "Court") dated March 26, 2015, as amended. Further details of the CCAAproceedings of Comark can be found on the webpage of Alvarez & Marsal Canada [nc., the Court-appointed

Monitor of Comark (the "Monitor"): http://www.alvarezandmarsal.com/comark-inc/'

Comark and Pacific West Commercial Corporation and/or its permitted assignees (the "Purchaser") have

entered into an agreement whereby the Purchaser or its permitted assignees will acquire substantially all ofComark's business and assets, including location(s) leased from you to Comark (the "Transaction"). The

Purchaser is acquiring Comark's business on a going concern basis. The Purchaser intends to create four

new entities, onè to operate under each ofthe Ricki's, cleo and Bootlegger banners, and a fourth to operate

the Mississauga head off,rce and Laval distribution centre (the "New Operators").

The Purchaser will cause the New Operators to continue to operate substantially all of Comark's retail'

office, and distribution centre locations on the same basis as Comark operated prior to the CCAA filing and

will be offering employment to substantially all of Comark's employees - including those employees at the

locations in reipecf of your Lease, provided that consent to the assignment of such Lease is obtained or an

Order is pronounced under section 11.3 of the CCAA assigning the Lease in the event you do not consent

to the assignments. A motion for approval (the "Approval and Vesting Order") of the Transaction is

scheduled to be heard by the Court on Jiuly 29,2015. Please find enclosed a copy of the form of Approval

and Vesting Order.

pacific West Commercial Corporation is a member of the Stern group of companies, which are involved in

a wide range of businesses, ìncluding multi-location retailing, manufacturing, packaging, distribution,

media, pubiishing, printing, environmental services, real estate and other investments. Stern's current

investmãnts include- oner i4 stand-alone businesses with annual revenues ranging from $20 million to

$300mm. The group has significant retail investing experience in Canada with controlling interests in two

national retaileis, Warehouie One Clothing and Urban Barn. Unlike most private equity funds, the Stern

group deploys its own capital, which provides significant flexibility and opportunity to focus on the long-

term growttrand operations of its companies. Information about the Stern group and its operating companies

can bè found at www.sternpartners.com. The Stern Group looks forward to working with you.

If you have any questions or require any more information about the Purchaser, please contact Shamsh

Kassam, the Vice President and Chief Financial Officer of Stern Partners lnc. (604-646-3794 or by email

LEGA-L l;35781334 4

42/ì-L-

at [email protected]), who, together with the undersigned and the Monitor, will be working with

you in coordinating the transition of Comark's business to the Purchaser.

All monetary defaults in relation to the Lease, including those relating to the period prior to March 26,

2015, will be remedied within two business days of the date of assignment of the Lease.

Comark and the Purchaser request that you provide your consent to the assignment of the Lease by signing

the consent attached hereto añd returning it to the undersigned by mail, facsimile or email within five (5)

days of the date of this letter. If you deiiver your consent by email, please send a scanned copy of fully

executed consent in portable document format (pdf) to the undersigned.

If you provide your consent, the terms of the Lease wilI not change and the applicable New Operator willbeôomà responsible for all post-assignment obligations of the tenant under the Lease, including any

payments associated therewith. If you do not provide your consent, Comark will be seeking an Order of

the Court pursuant to Section I 1.3 under the CCAA to assign the Lease without your consent.

Thank you for your continued co-operation and support during this restructuring period. We are excited

about this Transaction and the benefits it provides to each of our landlords.

Should you have any questions about the form of consent, we direct you to speak with our counsel

<<Osler ôontac$, OsÍer, Hoskin & HarcourtLLP,<Osler-Phone-Number> or by email at <Osler-Emaib>

or Josh Nevsþ, at Alvarez &, Marsal Canada Inc, 416-847-5161 or by email at

jnevsþ@alvarezandmarsal.com Should you have any questions about the transaction, please contact the

undersigned,

Yours very truly,

Gerry BachYnskiPresident and Chief Executive Officer

EXHIBIT A

LEASE

Èu)

LEGAL l:357813344

44

THIS IS EXHIBIT "B'TO THE


BEFORE ME THIS 31sr DAY OF JULY,2ols


45

6789 Millcreek Drive' Mississauga, ON L5N 5M4Telephone: (905) 567-7375 Fax: (905) 567-5965 Email: [email protected]

July O,2015

Attn:

IMMEDIATE ACTION REQUIREI)

Re: Your contract with Comark Inc. listed on Exhibit'64" attached hereto (the "Contract")

Dear Sir/Madame,

As you may be aware, Comark Inc. ("Comark") is subject to protection under the Companies' CreditorsArrangement Act ("CCAA") pursuant to an Initial Order of the Ontario Superior Court of Justice

(Commercial List) (the "Court") dated March 26, 2015, as amended. Further details of the CCAAproceedings of Comark can be found on the webpage of Alvarez & Marsal Canada Inc., the Court-appointedMonitor of Comark (the "Monitor"): hffp://www.alvarezandmarsal.com/comark-inc/.

Comark and Pacific West Commercial Corporation and/or its permitted assignees (the "Purchasey'') have

entered into an agreement whereby the Purchaser or its permitted assignees will acquire substantially all ofComark's business and assets, including the Contract between you and Comark (the "Transaction"). The

Purchaser is acquiring Comark's business on a going concern basis. The Purchaser intends to create fournew entities, one to operate under each of the Ricki's, cleo and Bootlegger banners, and a fourth to operate

the Mississauga head office and Laval distribution centre (the "New Operators").

The Purchaser will cause the New Operators to continue to operate substantially all of Comark's retail,

offrce, and distribution centre locations on the same basis as Comark operated prior to the CCAA filing and

will be offering employment to substantially all of Comark's employees. The New Operators intend on

fulfilling the obligations under the Contract, provided that you consent to the assignment of such Contract

is obtained or an Order is pronounced under section I 1.3 of the CCAA assigning the Contract in the event

you do not consent to the assignments. A motion for approval (the "Approval and Vesting Order") of the

Transaction is scheduled to be heard by the Court on July 29,2015.

Pacific West Commercial Corporation is a member of the Stern group of companies, which are involved in

a wide range of businesses, including multi-location retailing, manufacturing, packaging, distribution,

media, publishing, printing, environmental services, real estate and other investments. Stern's current

investments include over 14 stand-alone businesses with annual revenues ranging from $20 million to

$300mm. The group has significant retail investing experience in Canada with controlling interests in two

national retailers, Warehouse One Clothing and Urban Barn. Unlike most private equity funds, the Stern

group deploys its own capital, which provides significant flexibilify and opportunity to focus on the long-

tirm growth and operations of its companies. Information aboutthe Stern group and its operating companies

can be found at www.sternpartners.com. The Stem Group looks forward to working with you.

If you have any questions or require any more information about the Purchaser, please contact Shamsh

Kassam, the Vice President and Chief Financial Officer of Stem Partners Inc. (604-646-3794 or by email

at [email protected]), who, together with the undersigned and the Monitor, will be working withyou in coordinating the transition of Comark's business to the Purchaser.

LECAT 1i15817652 I

461

All monetary defaults in relation to the Contract, including those relating to the period prior to March 26,

2015, will be remedied within two business days of the date of assignment of the Contract.

Comark and the Purchaser request that you provide your consent to the assignment of the Contract by

signing the consent attached hereto and returning it to the undersigned by mail, facsimile or email within

five (Ð days of the date of this letter. If you deliver your consent by email, please send a scanned copy offully executed consent in portable document format (pdf) to the undersigned.

If you provide your consent, the terms of the Contract will not change and the applicable New Operator

will become responsible for all post-assignment obligations of the tenant under the Contract, including any

payments associated therewith. If you do not provide your consent, Comark will be seeking an Order ofthe Court pursuant to Section I 1.3 under the CCAA to assign the Contract without your consent.

Thank you for your continued co-operation and support during this restructuring period. We are excited

about this Transaction and the benefits it provides to each of our landlords.

Should you have any questions about the form of consent, we direct you to speak with our counsel CaitlinFell, Osler, Hoskin & Harcourt LLP, <Osler_Phone_Number> or by email at [email protected] or Jamie

Belcher, at Alvarez& Marsal Canada Inc,416-847-5168 or by email at [email protected]

Should you have any questions about the transaction, please contact the undersigned.

Yours very truly,

Gerry BachynskiPresident and Chief Executive Officer

47

EXHIBIT A

CONTRACT

LEGAL l:35837652 I

48

THIS IS CONFIDENTIAL EXHIBIT 66C'' TO THE


BEFORE ME THIS 31sr DAY OF JULY,2ol'


49

ConfidentialExhibit 66C))

IN THE MATTER OF COMPANIES' CREDITORS ARRANGEMENT,4CZ, R.S.C. 1985, c. C-36, AS AMENDED

AND IN TIIE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF COMARK INC.

APPLICANT


ONTARIOSUPERIOR COT]RT OF JUSTICE

(COMMERCTAL LrST)


MOTION RECORI)(Motion to Assign AgreementsReturnable August 13, 2015)

osLER, HOSKIN & HARCOURT LLPBox 50, 1 First Canadian PlaceToronto, Canada M5X lB8

Marc'Wassennan (LSUC#: 44066M)Tel: 416.862.4908


Lawyers for the ApplicantMatter No: 1163824

Assignment of Agreements (July 31, 2015)

Documents

Transcript of Assignment of Agreements (July 31, 2015)