MOTION RECORD (Returnable July 26, 2013) GOWLING L H LLP

Court File No. CV-13-10181-00CL

ONTARIO SUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST) IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF COMSTOCK CANADA LTD., CCL EQUITIES INC., AND CCL REALTY INC.

MOTION RECORD (Returnable July 26, 2013)

GOWLING LAFLEUR HENDERSON LLP

Barristers and Solicitors 1 First Canadian Place 100 King Street West, Suite 1600 TORONTO, Ontario M5X 1G5 Alex MacFarlane / Frank Lamie LSUC No.: 28133Q / 54035S Telephone: (416) 369-4631 / (416) 862-3609

Facsimile: (416) 862-7661 Lawyers for Comstock Canada Ltd., CCL Realty Inc., and CCL Equities Inc.

TO: THE ATTACHED SERVICE LIST

SERVICE LIST (As at July 25, 2013)



(COMMERCIAL LIST)

IN THE MATTER OF THE COMPANIES' CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF COMSTOCK CANADA LTD., CCL EQUITIES INC., AND CCL REALTY INC.

TO: GOWLING LAFLEUR HENDERSON LLP 1 First Canadian Place Suite 1600, 100 King Street West Toronto, Ontario, Canada, M5X 1G5 Attention: Alex MacFarlane Tel: (416) 369-4631 Fax: (416) 862-7661 E-Mail: [email protected] Attention : Frank Lamie Tel: (416) 862-3609 Fax: (416) 862-7661 E-Mail: [email protected] Solicitors for Comstock Canada Ltd, CCL Equities Inc., and CCL Realty Inc.

AND TO: CHAITONS LLP 500 Yonge Street, 10th Floor Toronto, Ontario, Canada M2N 7E9 Attention: Harvey Chaiton Tel: (416) 218-1129 Fax: (416) 218-1849 Cell: (416) 918-0608 E-mail: [email protected] Solicitors for Bank of Montreal

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AND TO: DAVIES WARD PHILLIPS & VINEBERG LLP 155 Wellington Street West Toronto, Ontario , M5V 3J7 Attention: Robin B. Schwill Tel: (416) 863-5502 Fax: (416) 863-0871 E-Mail: [email protected] Attention: Natalie Renner Tel: (416) 367-7489 Fax: (416) 863-0871 E-Mail: [email protected] Solicitors for PricewaterhouseCoopers Inc. in its capacity as Monitor of Comstock Canada Ltd., CCL Equities Inc. and CCL Realty Inc.

AND TO: PRICEWATERHOUSE COOPERS INC. PwC Tower 18 York Street, Suite 2600 Toronto, Ontario, Canada M5J 0B2 Attention: Paul Van Eyk Tel: (416) 687-8122 E-Mail: [email protected] Attention: Duncan Lau E-Mail: [email protected] Attention: Pritesh Patel E-mail: [email protected] Monitor of Comstock Canada Ltd., CCL Equities Inc. and CCL Realty Inc.

AND TO: BULL, HOUSSER & TUPPER LLP 3000 – 1055 West Georgia Street Vancouver, British Columbia, Canada V6E 3R3 Attention : E. Jane Milton Tel: (604)641-4823 Fax: (604)646-2676 E-Mail: [email protected]

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Attention : Kieran E. Siddall Tel: (604)641-4868 Fax: (604)646-2539 E-Mail: [email protected] Solicitors for Rio Tinto Alcan Inc.

AND TO: MCMILLAN LLP Brookfield Place 181 Bay Street, Suite 4400 Toronto, Ontario Canada M5J 2T3 Attention: Andrew J.F. Kent Tel: (416) 865-7160 Fax: (647)722-6756 E-Mail: [email protected] Attention : Brett Harrison Tel: (416) 865-7932 Fax: (647)722-6715 E-Mail: [email protected] Solicitors for the Board of Directors of Comstock Canada Ltd., CCL Equities Inc. and CCL Realty Inc.

AND TO: MEYERS MANAGEMENT CONSULTING GROUP Bay 108-8530 Manning Avenue Fort McMurray, Alberta, Canada T9H 5G2 Attention: Tracey Meyers Tel: (780) 748-2500 Fax: (780) 748-2588 E-Mail: [email protected]

AND TO: GERRY WILSON for R&L VAN DYK 8228 93A Avenue Edmonton, Alberta, Canada T6C 1V6 Attention Gerry Wilson Tel: (780) 468-4060 Fax: (780) 468-1991 E-Mail: [email protected]

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AND TO: DELTA SQUARE DEVELOPMENTS LTD.

#101, 17871 – 106 Avenue Edmonton, Alberta, Canada T5S 2H1 Attention: Dean Hoffman Tel: (780) 443-1047 Fax: (780) 443-1095

AND TO: DUNHILL DEVELOPMENTS INC, on behalf of itself and as Agent for CROWN INVESTMENTS LTD., ELK RIDGE DEVELOPMENTS LTD., and ALARIC MANAGEMENT INC. 201, 2520 Ellwood Drive SW Edmonton, Alberta, Canada T6X 0A9 Attention: Jerry Jones Tel: (780) 452-8510

AND TO: ON MAIN INC. 350 Parkdale Avenue North Hamilton, Ontario, Canada L9H 5Y3 Attention: Stephen S. Yanover Tel: (905) 547-3211 Fax: (905) 549-8868

AND TO: 323 CITY CENTRE HOLDINGS c/o 277 CITY CENTRE 323 City Centre Kitimat, British Columbia, Canada V8C 1T6 Attention: Carlyle Shepherd Tel: (250) 632-3006 E-Mail: [email protected]

AND TO: WESTERN CORPORATE BUSINESS CENTRE, INC. Suite 3300 205 – 5th Avenue S.W. Calgary, Alberta, Canada T2P 2V7 Attention: A. Barry Ullett, President Tel: (403) 269-4147

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Fax: (403) 264-1262 E-Mail: [email protected]

AND TO: KENNY ALWYN WHENT INC. 739 Harold Crescent Thunder Bay, Ontario, Canada P7C 5H8 Attention : Ken A. Whent Tel: (807) 623-5572 Fax: (807) 623-9420 E-Mail: [email protected]

AND TO: MINISTRY OF FINANCE (ONTARIO) Legal Services Branch 33 King Street West, 6th Floor Oshawa, ON LlH 8H5

Attention: Kevin O’Hara LL.M, Senior Counsel Tel: (905) 433-6934 Fax: (905) 436-4510 E-Mail: [email protected]

AND TO: BLAKE, CASSELS &GRAYDON LLP Commerce Court West 199 Bay Street, Suite 3500 Toronto, ON M5L 1A9 Attention: Ryan Zahar E-Mail: [email protected] Solicitors for Suncor Energy Systems Inc.

AND TO: SUNCOR ENERGY SYSTEMS INC. Attention: Ryan McCay Tel: (403) 296-5584 Fax : (403) 724-3487 E-Mail: [email protected]

AND TO: MCCARTHY TETRAULT LLP TD Bank Tower Suite 5300, 66 Wellington Street West Toronto, Ontario, M5K 1E6 Attention: James D Gage

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Tel: (416) 601-7539 Fax: (416) 868-0673 E-Mail: [email protected] Attention: Paul Morrison Tel: (416) 601-7887 Fax: (416) 868-0673 E-Mail: [email protected] Attention: Sarah Corman Tel: (416) 601-7860 Fax: (416) 868-0673 E-Mail: [email protected] Solicitors for Bruce Power A. L.P.

AND TO: BLAKE, CASSELS, AND GRAYDON LLP Commerce Court West Suite 4000, 199 Bay Street Toronto, Ontario, M5L 1A9 Attention: Michael McGraw Tel: (416) 863-4247 Fax: (416) 863-2653 E-Mail: mailto:[email protected] Solicitors for Ellis Don Corporation

AND TO: ALBERTA TREASURY BOARD AND FINANCE Oxbridge Place Room 534, 9820 - 106 Street Edmonton, Alberta, Canada T5K 2J6 Attention: Mary K Brook Tel: (780)422-7720 E-Mail: [email protected] Attention: Peter Thagard Tel: (780) 644-5259 E-Mail: [email protected]

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AND TO: MANITOBA MINISTER OF FINANCE

103 Legislative Building 450 Broadway Winnipeg, Manitoba, Canada R3C 0V8

AND TO: BRITISH COLUMBIA MINISTER OF FINANCE Po Box 9048 Stn Prov Govt Victoria British Columbia, Canada V8W 9E2

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

Attention: Diane Winters Tel: (416) 973-3172 Fax: (416) 973-0810 E-Mail: [email protected]

AND TO: D AND H (FORMERLY RECOVERY INC.) 1551 The Queensway Toronto, Ontario, Canada M8Z 1T5

AND TO: TLS FLEET MANAGEMENT (FORMERLY TRANSPORTACTION LEASE SYSTEMS.)51 Constrellation Court Toronto, Ontario, Canada M9W 1K4 Attention: Louis Trudelle Tel: (416) 674-5100 Fax: (416) 674-5151

AND TO: OSLER HOSKIN & HARCOURT LLP 1 First Canadian Place 100 King Street West Suite 4600 Toronto ON M5X 1B8 Attention: Jeremy Dacks Tel: (416) 862-4963 Fax: (416) 862-6666 E-Mail: [email protected]

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Attention: Michael De Lellis Tel: (416)862-5997 Fax: (416)862-6666 E-Mail: [email protected] Attention: Jay Nathwani Tel: (416) 862-5885 Fax: (416) 862-6666 E-Mail: [email protected] Attention: Roger Gillott Tel: (416)862-6818 Fax: (416)862-6666 E-Mail: [email protected] Attention: D. Robert Beaumont Tel: (416)862-5861 Fax: (416)862-6666 E-Mail: [email protected] Solicitors for PCL Constructors Canada Ltd.

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

Attention: Robert I. Thornton Tel: (416) 304-0560 Fax: (416) 304-1313 E-Mail: [email protected] Attention: Kyle Plunkett Tel: (416) 304-7981 Fax: (416) 304-1313 E-Mail: [email protected] Solicitors for TESC Inc.

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AND TO: GOODMANS LLP

333, Bay Street, Suite 3400 Toronto, Ontario, Canada M5H 2S7 Attention: Howard Wise Tel: (416) 597-4281 Fax: (416) 979-1234 E-Mail: [email protected] Solicitors for Comstock Canada in the Potash Proceedings

AND TO: THE HOSPITAL FOR SICK CHILDREN 555 University Avenue Toronto, Ontario, Canada M5G 1X8 Attention: Legal Services

AND TO: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF INFRASTRUCTURE Mowat Block 900 Bay Street, 5th Floor Toronto, Ontario, Canada M7A 1C2 Attention: Ms. Halyna Perun Director of Legal Services

AND TO: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF INFRASTRUCTURE C/O DIRECTOR, LEGAL SERVICES 777 Bay Street Suite 425 Toronto, Ontario, Canada M5G 2E5

AND TO: HER MAJESTY THE QUEEN IN RIGHT OF ONTARIO AS REPRESENTED BY THE MINISTER OF INFRASTRUCTURE C/O ONTARIO INFRASTRUCTURE AND LAND CORPORATION O/A INFRASTRUCTURE ONTARIO 1 Dundas Street West Toronto, Ontario, Canada M5G 2L5

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AND TO: ST. JOSEPH'S HEALTHCARE HAMILTON,

A DIVISION OF ST. JOSEPH'S HEALTH SYSTEM C/O ST JOSEPH’S HOSPITAL Office of the Chief Executive Officer 50 Charlton Avenue East Hamilton, Ontario, Canada L8N 4A6

AND TO: ST. THOMAS ELGIN GENERAL HOSPITAL 189 Elm Street St. Thomas, Ontario, Canada N5R 5C4 Attention: Office Manager

AND TO: LONDON LIFE INSURANCE COMPANY 255 Dufferin Avenue London, Ontario, Canada N6A 4K1 Attention: Manager, Legal Department

AND TO: RCAP LEASING INC. 5575 North Service Road Suite 300 Burlington, Ontario, Canada L7L 6M1 Attention: Laura Pollock Tel: (866) 239-1290 E-Mail: [email protected]

AND TO: HORIZON NORTH CAMP & CATERING INC. PO Box 3094, 3355 Sugarloaf Road Kamloops, British Columbia, Canada V2C 6B7 Attention: Scott Matson Tel: (403) 517- 4654 Fax: (403) 517-4678 E-Mail: [email protected]

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AND TO: CBSC CAPITAL INC.

3450 Superior Court, Unit 1 Oakville, Ontario, Canada, L6L 0C4 Attention: Faseeh Ahmad Tel: (905) 901-6534 Fax: (905) 901-6460 E-Mail: [email protected]

AND TO: LEAVITT MACHINERY GENERAL PARTNERSHIP 24389 Fraser Highway Langley, British Columbia, Canada V2Z 2L3 Attention: Bob McIntosh

AND TO: ATCO STRUCTURES & LOGISTICS LTD. ATCO Structures & Logistics 115 Peacekeepers Drive SW Calgary, Alberta, Canada T3E 7X4 Attention: Darlene Van Wieren Tel: (403) 292-7600 Fax: (403) 292- 7575 E-Mail: [email protected]

AND TO: INTEGRATED DISTRIBUTION SYSTEMS LP O/A WAJAX EQUIPMENT #30, 26313 TWP 531A Acheson, Alberta, Canada T7X 5A3 Attention: John Knight, Director Business and Operational Affairs Tel: (780) 948-5499 Fax: (780) 948-5440 E-Mail: [email protected]

AND TO: WORLDWIDE MACHINERY PIPELINE 2951 Chambers Road Aurora, Colorado, United States of America 80011

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AND TO: ALTRUCK INTERNATIONAL TRUCK CENTRES

2 Arrowsmith Road Hamilton, Ontario, Canada L8E 4H8 Attention: Gloria Russell Tel: (905) 578-2211 Fax: (905) 578-7436 E-Mail: [email protected]

AND TO: BISHOP & MCKENZIE LLP Suite 2500, 10104 - 103 Avenue Edmonton, Alberta, Canada T5J 1V3 Attention: Jose Delgado Tel: (780) 421-2487 Fax: (780) 426-1305 E-Mail: [email protected] Solicitors for The Driving Force Inc.

AND TO:

PREMIUM TRUCK & TRAILER INC. 1015 Great Street Prince George , British Columbia, Canada V2N 2K8 Attention: Adele Greene Tel: (250)563-0695 Fax: (250)563-0526 E-Mail: [email protected]

AND TO: PARKER PACIFIC EQUIPTMENT SALES 2482 Douglas Rd. Burnaby, British Columbia, Canada V5C 6C9 Attention: Vance Waller Tel: (604) 291-6021 Fax: (604) 299-7819 E-Mail: [email protected]

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AND TO:

PETERBILT TRUCKS PACIFIC INC. 19470 96 Ave Surrey, British Columbia, Canada V4N 4C2

AND TO:

BENNETT JONES LLP 3200 TELUS House, South Tower 10020 - 100th Street Edmonton, Alberta, Canada T5J 0N3 Attention: Alison L. Archer Tel: (780) 945-4772 Fax: (780) 421-7951 E-Mail: [email protected] Solicitors for I. W. Kuhn Environmental Corp

AND TO: REYNOLDS MIRTH RICHARDS & FARMER LLP Suite 3200 Manulife Place 10180 - 101 Street Edmonton, Alberta, Canada T5J 3W8 Attention: Jeremy D. Taitinger Tel: (780)497-3317 Fax: (905) 429-3044 E-Mail: [email protected] Solicitors for Steel 2000 Inc.

AND TO: CANADA LEGAL REFERRAL INC. 3100 Steeles Avenue West Suite 200 Vaughan Ontario L4K 3R1 Attention: Susete Machado Tel: (905) 532-2487 E-Mail: [email protected] Counsel for Guillevin International Co.

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AND TO: STAINLESS PIPING SYSTEMS INC.

21 Steinway Blvd #6 Toronto, Ontario, Canada M9W 6N4 Attention: Rut Damen Tel: (416) 679-2937 Fax: (416) 679-2938 E-Mail: [email protected]

AND TO: FASKEN MARTINEAU DUMOULIN LLP Bay Adelaide Centre, Box 20 333 Bay Street, Suite 2400 Toronto, ON M5H 2T6 Attention: Aubrey E. Kauffman Tel: (416) 868-3538 Fax: (416) 364-7813 E-Mail:[email protected] Attention: Dylan Chochla Tel: (416) 868-3425 Fax: (416) 364 7813 E-Mail:[email protected] Solicitors for Honeywell Limited

AND TO: National Air Balance Incorporated 8 Parkshore Place Carlisle, Ontario, Canada L0R 1H1 Attention: Dean A. Lasak President

AND TO: WESTCON PRECAST INC. 4412 54th Avenue SE Calgary, Alberta, Canada T2C 2B9 Attention: Kim Becker Tel: (403)279-2534 Fax: (403)279-6583 E-Mail: [email protected]

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AND TO: High River Rentals Inc.

2015 10 Ave SE High River, Alberta, Canada T1V 2A6 Attention: Marianne Morrison Tel: (403) 603-6342 E-Mail: [email protected]

AND TO: SMITH VALERIOTE 105 Silvercreek Parkway N. Suite 100 Guelph, ON N1H 6S4 Attention: Robert Dowhan Tel: (519)821-0012 Fax: (519) 837-1617 E-Mail: [email protected] Solicitors for Robertson Electric Wholesale 2008 Ltd.& Crane Canada Co.

AND TO: WEAVER-SIMMONS LLP Suite 400 233 Brady Street Sudbury, Ontario, Canada P3B 4H5 Attention: Spencer Ball Tel: (705) 674-6421 Fax: (705) 674-9948 E-Mail: [email protected] Solicitors for Moran Mining & Tunneling Ltd.

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AND TO: PASQUALE MANCUSO CONSTRUCTION PARTNERSHIP

#7, 4812-78th Street Red Deer, Alberta, Canada T4P 2B3 Attention: Rene Dierdorfs Tel: (403) 346-6715 Fax: (403) 342-1549 E-Mail: [email protected]

AND TO: INDUSTRIAL CLADDING (2000) LTD. 129 Tailleser Rd Corbeil, Ontario P0H 1K0, Canada Attention: Madeline Bos Tel: (705) 752-4113 Fax: (705) 752-4299 E-Mail: [email protected]

AND TO: GLAHOLT LLP 141 Adelaide Street West Suite 800 Toronto, Ontario, Canada M5H 3L5 Attention: Brendan D. Bowles Tel: (416) 368- 8280 Fax: (416) 368-3467 E-Mail: [email protected] Solicitors for Honeywell Limited

AND TO: MARVIN J. HUBERMAN 20 Dundas Street West, Suite 1100 Toronto, Ontario, Canada Tel: (416) 646-1372 Fax: (416) 946-1961 E-Mail: [email protected] Solicitor for 1447292 Ontario Inc., c.o.b Phoenix Industrial Services

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AND TO: WILDER WILDER & LANGTRY

1500 – 1 Lombard Place Winnipeg, Manitoba, Canada R3B 0X3 Attention: David Bradley Tel: (204) 947-1456 E-Mail: [email protected] Solicitors for Honeywell Limited

AND TO: PITBLADO LLP 2500-360 Main Street Winnipeg, Manitoba, Canada R3C 4H6 Attention: Thomas W. Turner Tel: (204) 956-3516 Fax: (204) 957-0227 E-Mail: [email protected] Solicitors for Rexel Canada Electrical Inc.

AND TO: GOLDMAN SLOAN NASH & HABER LLP 480 University Ave Suite 1600 Toronto, Ontario, Canada M5G 1V2 Attention: Stanley Naftolin Tel: (416) 597-3388 Fax: (416) 597-3370 E-Mail: [email protected] Attention: Irwin Ozier Tel: (416) 597-3381 Fax: (416) 597-3370 E-Mail: [email protected] Attention: Brendan Bissell Tel: (416) 597-6489 Fax: (416) 597-3370 E-Mail: [email protected]

Solicitors for 4361814 Canada Inc. c.o.b. Noble Trade, Rexel Canada Electrical Inc, Class 1 Incorporated, Emco Corporation, NCS International Inc.

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AND TO: AZEVEDO & NELSON LLP

892 College Street Toronto, Ontario, Canada M6H 1A4 Attention: William Ribeiro Tel: (416) 533-3388 Fax: (416) 533-3114 E-Mail: [email protected] Solicitors for Sonepar Canada Inc. carrying on business as Texcan

AND TO: KUEFLER & COMPANY 012, 601 10 Ave. S.W. Calgary, Alberta, Canada T2R 0B2 Attention: Quin Kuefler Tel: (403) 237-0123 Ext. 201 Fax: (403) 237-0128 E-Mail: [email protected] Solicitors for Crane Supply., a Division of Crane Canada Co.

AND TO: BIANCHI PRESTA LLP 9100 Jane Street Building “A”, 3rd Floor, Vaughan, Ontario, Canada L4K 0A4 Attention: John Sestito Tel: (905) 738-1078 Fax: (905) 738-0528 E-Mail: [email protected] Solicitors for SDI Supplies Ltd.

AND TO: MADORIN, SNYDER LLP 55 King Street West, 6th Floor P.O. Box 1234 Kitchener, Ontario, Canada N2G 4G9 Attention: Christopher Clemmer Tel: (519) 744-4491

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Fax: (516) 741-8060 E-Mail: [email protected] Solicitors for Trade-Mark Industrial Inc.

AND TO: PALLETT VALO LLP 77 City Centre Drive West Tower, Suite 300 Mississauga, Ontario, Canada L5B 1M5 Attention: Maria Ruberto Tel: (905) 273-3022 ext. 206 E-Mail: [email protected] Attention: Anna Esposito Tel: (905) 273-3022 ext. 260 E-Mail: [email protected] Solicitors for Anixter Canada Inc.

AND TO: PALLETT VALO LLP 77 City Centre Drive West Tower, Suite 300 Mississauga, Ontario, Canada L5B 1M5 Attention: Francesca Maio Tel: (905) 273-3022 ext. 210 E-Mail: [email protected] Solicitors for United Rentals of Canada, Inc.

AND TO: STEINBERG MORTON HOPE & ISRAEL 5255 Yonge Street Suite 1100 Toronto, Ontario Canada M2N 6P4 Attention: Derrick Fulton Tel: (416) 225-2777 ext. 216 Fax: (416) 225-7112 E-Mail: [email protected] Solicitors for Wesco Distribution

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AND TO: RACAN CARRIER DIVISION OF UTC CANADA CORPORATION

2025, boul. Dagenais Ouest Laval, Quebec, Canada H7L 5V1

AND TO: DENTONS 77 King Street West Suite 400 Toronto, Ontario, Canada M5K 0A1 Attention: Karen Groulx Tel: (416) 863-4697 E-Mail: [email protected] Solicitors for Cofely Adelt Ltd.

AND TO: CONTE, A., PROFESSIONAL CORPORATION Unit 12, 2nd Flr. 242 Applewood Cr. Concord, Ontario, Canada L4K 4E5 Attention: Antonio Conte Tel: (416) 987-0208 Fax: (866) 543-3165 E-Mail: [email protected] Solicitors for En Mar Systems Limited

AND TO: CLARK FARB FIKSEL LLP 188 Avenue Rd. Toronto Ontario Canada M5R 2J1 Attention: Gary Farb Tel: (416) 599-7761 ext. 227 Fax: (866) 324-4223 E-Mail: [email protected] Solicitors for Technical Concrete Solutions Ltd.

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AND TO: MCLEAN AND ARMSTRONG LLP

300 - 1497 Marine Drive West Vancouver, British Columbia, Canada V7T 1B8 Attention: Chris Moore Tel: (604) 925-0672 Fax: (604) 925-8984 E-Mail: [email protected] Solicitors for Allnorth Consultants Ltd.

AND TO: PERI SCAFFOLDING SERVICES INC. 45 Nixon Road Bolton, Ontario, Canada L7E 1K1

AND TO: JENKINS MARZBAN LOGAN LLP Nelson Square 808 Nelson Street, Suite 900 Vancouver, British Columbia, Canada V6Z 2H2 Canada Attention: David McKenzie Tel: (604) 895-3155 Fax: (416) 533-3114 E-Mail: [email protected] Solicitors for Emco Corporation

AND TO: AUTOMATED LOGIC - CANADA, LTD. 1150 Roberts Blvd. Kennesaw, Georgia 30144

AND TO: HD SUPPLY CANADA INC. 100 Galcat Drive Vaughan, Ontario, Canada L4L 0B9

AND TO: MCINNES COOPER 1 Germaine Street P.O Box 6370 Suite 1700 Brunswick Square Saint John, New Brunswick, Canada E2L 4R8

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Attention: Thomas G. O’Neil Tel: (506) 643-6506 Fax: (506) 643-6505 E-Mail: [email protected] Solicitors for 3391205 Canada inc. bda. Germain & Frere

AND TO: CONROY TREBB SCOTT HURTUBISE LLP 164 Elm Street, Sudbury, Ontario, Canada P3C 1T7 Attention: Leighton T. Roslyn Tel: (705) 674-6441 Fax: (705) 673-9567 E-Mail: [email protected] Solicitors for CDCD Engineering Ltd

AND TO: TORKIN MANES LLP 151 Yonge Street, Suite 1500 Toronto, Ontario, Canada M5C 2W7 Attention: Sandra Astolfo Tel: (416) 360-4731 Fax: 1-888-683-6541 E-Mail: [email protected] Solicitors for Power Vac

AND TO: TORKIN MANES LLP 151 Yonge Street, Suite 1500 Toronto, Ontario, Canada M5C 2W7 Attention: David Chaiton Tel: (416) 643-8814 Fax: 1-888-683-6541 E-Mail: [email protected] Solicitors for TLS Fleet Management/Element Financial Corporation

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AND TO: MILLER THOMSON LLP

60 Columbia Way, Suite 600 Markham, Ontario, Canada L3R OC9 Attention: Michael Shell Tel: (905) 415-6709 Fax: (905) 415-6777 E-Mail: [email protected] Solicitors for Viking Fire Protection Inc.

AND TO: HARRISON PENSA 450 Talbot Street P.O. Box 327 London, Ontario N6A 4K3 Attention: David Swift Tel: (519) 661-6735 Fax: (905) 667-3362 E-Mail: [email protected] Solicitors for ESAC Electrical & Systems Advanced Control Inc.

AND TO: BURCHELL LIGHTNING PROTECTION LTD. R.R. #7 Box 214 Perth, Ontario, Canada K7H 3E4 Attention: Jason Tysick Tel: (613) 264-0456 E-Mail: [email protected]

AND TO: APCI COMMUNICATIONS INC. 5035 North Service Rd Unit D16 Burlington, Ontario, Canada L7L 5V2 Attention: Doug Kerr Tel: (905) 336-8800 Fax: (905) 336-8828 E-Mail: [email protected]

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AND TO: DASS ENTERPRISES INC.

3045-29 Southcreed Road Mississauga, Ontario, Canada L4X 2X6 Attention: Ian Babich Tel: (905) 238-3377 Fax: (905) 238-8995 E-Mail: [email protected]

AND TO: DEW POINT INSULATION SYSTEMS INC. 138A Wellington Street Shelburne, Ontario, Canada L0N 1S3 Attention: George Speer Tel: (519) 925-9251 Fax: (519) 925-5058 E-Mail: [email protected]

AND TO: DMC MECHANICAL 695 Flint Road Toronto, Ontario, Canada M3J 2T7 Attention: Sandy Dewar E-Mail: [email protected]

AND TO: PRO-FIRESTOP 20 Melford Drive Unit 10 Scarborough Ontario M1B 2G6 Attention: John Sharpe Tel: (416) 678-3598 Fax: (519) 293-0930 E-Mail: [email protected]

AND TO: SIMPLEX GRINNELL 40 Hempstead Drive Hamilton, Ontario, Canada L8W 2E7 Attention: Dave Tavner

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Tel: (905) 577-4077 E-Mail: [email protected]

AND TO: SPECTRUM COMMUNICATIONS LTD. 250 Lawrence Avenue Kitchener, Ontario, Canada N2M 1Y4 Tel: (519) 893-3996 Fax: (519) 895-1762 E-Mail: [email protected]

AND TO: 1478687 ONTARIO LTD. T&J Contracting 179 Miles Road Hamilton, Ontario, Canada L8W 1E2 Attention: Tony Sollazo Tel: (905) 971-4488 E-Mail: [email protected]

AND TO: UC ACCESS INC. 7100 Warden Ave Unit 1 Markham, Ontario, Canada L3R 8B5 Attention: Dave Powell Tel: (905) 946-8358 E-Mail: [email protected]

AND TO: LOCAL 128 Boilermaker Benefit Plan Administrators 45 McIntosh Dr Markham, ON L3R 8C7 Attention: Veronica Tseng Tel: (905) 946-2530 Fax: (905) 946-2535 E-Mail: [email protected]

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AND TO: LOCAL 146

Boilermaker Benefit Plan Administrators 45 McIntosh Dr Markham, ON L3R 8C7 Attention: Veronica Tseng E-Mail: [email protected]

AND TO: LOCAL 128 Boilermaker Union Dues 1035 Sutton Dr Burlington, ON L7L 5Z8 Attention: Reg White Tel: (905) 332-0128 Fax: (905) 332-9057 e-mail: [email protected]

AND TO: LOCAL 343 Carpenter Trade Improv. Fund 87 Cole Ave Winnipeg, Manitoba R2L 1J3

AND TO: LOCAL 343 Carpenters c/o Coughlin & Assoc P.O. Box 764 Winnipeg, Manitoba R3C 2L4

AND TO: LOCAL 527 Carpenters Fund 210-2750 Quaddra St Victoria, BC V8T 4E8

AND TO: LOCAL 1735 Carpenters Union Funds 215-3480 Gilmore Way Burnaby, BC V5G 4Y1 Attention: Ken Lippett

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Tel: (250) 624-5617 Fax: (250) 624-3497 E-Mail: [email protected]

AND TO: CLRA- MB Construction Labour Relations 701-161 Portage Ave Winnipeg, Manitoba R3G 0Y4

AND TO: CLRA- AB Construction Labour Relations 207 2725-12th St NE Calgary, Alberta T2E 7J2 Attention: Lynne Harder Tel: (403) 250-7390 Fax (403) 250-5516 E-Mail: [email protected]

AND TO: LOCAL 488 Edmonton Pipe Trades Funds 16214 - 118th Ave Edmonton, Alberta T5V 1M6 Attention: Guenet Negatu Tel: (780) 452-7080 Fax: (780) 452-1291 E-Mail: [email protected]

AND TO: ECA Electrical Assoc. of Alberta 17725- 103 Ave Edmonton, Alberta T5S 1J2

AND TO: LOCAL 424 Electrical Industry Benefit Funds 200,4224 - 93rd St Edmonton, Alberta T6E 5P5

- 28 -

Attention: Tony Chinni Tel: (780) 451-2412 Fax: (780) 989-7255 E-Mail: [email protected]

AND TO: LOCAL 993 Electrical Industry Fund 160-4400 Dominion St Burnaby, BC V5G 4G3

AND TO: EPSCA Electrical Power Systems 190 Attwell Dr, Suite 580 Etobicoke, On M9W 6A9 Attention: Kellie Gamble Tel: (416) 213-0266 Fax: (416) 213-0262 E-Mail: [email protected]

AND TO: LOCAL 424 Electricians Dues 4232- 93rd St Edmonton, AB T6E 5P5 Attention: Tony Chinni Tel: (780) 451-2412 Fax: (780) 989-7255 E-Mail: [email protected]

AND TO: LOCAL 303 Electricians Funds c/o Benefit Plan Services 151 Frobisher Dr, Suite E220 Waterloo, ON N2V 2C9 Attention: Brent Dykeman E-Mail: [email protected] Attention: Jane Taylor E-Mail: [email protected]

- 29 -

AND TO: LOCAL 2085

Electricians Union Dues 556 Notre Dame Ave Winnipeg, Mantiboa R3B 1S4 Attention: Russ Shewchuk Tel: (204) 982-2085 Fax: (204) 982-2086 E-Mail: [email protected]

AND TO: LOCAL 120 Electricians Union Funds 6688 Tempo Rd, PO Box 324 Lambeth, ON N6P 1P9 Attention: Paul Dolsen Tel: (519) 652-2929 Fax: (519) 652-2843 E-Mail: [email protected]

AND TO: LOCAL 2085 Electricians Union Funds c/o Coughlin P.O. Box 764 Winnipeg, Mantiboa R3C 2L4 Attention: Russ Shewchuk Tel: (204) 982-2085 Fax: (204) 982-2086 E-Mail: [email protected]

AND TO: KOSKIE MINSKY LLP 20 Queen Street West, Suite 900 Toronto, Ontario M5H 3R3 Attention: Demtrios Yiokaris Tel: (416) 595-2130 Fax: (416) 204-2810 E-Mail: [email protected] Attention: James Harnum Tel: (416) 595-2130

- 30 -

Fax: (416) 204-2819 E-Mail: [email protected] Attention: Graham Williamson Tel: (416) 595-2122 Fax: (416) 204-2895 E-Mail: [email protected] Solicitors for International Brotherhood of Electrical Workers and Construction Council of Ontario Representing Locals IEBW 105, 115, 120, 303, 353, 402, 530, 586, 773, 804, 1687

AND TO: BTC Hamilton Building Trades Council 1104 Fennell Ave E Hamilton, ON L8T 1R9

AND TO: LOCAL 110 Insulators Union Funds 9335 - 47 St Edmonton, Alberta T6B 2R7

AND TO: LOCAL 720 Ironworker H&W and Pensioned Funds 9th Floor, 9707 -110 St Edmonton, Alberta T5K 3T4 Attention Tanya Nash Tel: (780) 482-0720 Fax: (780) 482-0874 E-Mail: [email protected]

AND TO: LOCAL 736 Ironworker Union Dues 1955 Upper James Hamilton, ON L9B 1K8 Attention: James Hannah Tel: (905) 679-6439 Fax: (905) 679-6617 E-Mail: [email protected]

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AND TO: LOCAL 721, LOCAL 736 AND LOCAL 786

Ironworkers Pension & Welfare 111 Sheppard Ave E North York, On M2N 6S2 Attention: Michael Melvin Tel: (416) 223-0383 Fax: (416) 223-0956 E-Mail: [email protected]

AND TO: LOCAL 720 Ironworkers Union Dues 10504 - 122nd St Edmonton, Alberta T5N 1M6 Attention: Tanya Nash Tel: (780) 482-0720 Fax: (780) 482-0874 E-Mail: [email protected]

AND TO: LOCAL 97 Ironworkers Union Funds 6891 MacPherson Ave Burnaby, BC V5J 4N2 Attention: Tel: (604) 879-4191 Fax: (604) 879-1110

AND TO: LOCAL 92 Labourers H&W and Pension Funds 9th Floor, 9707 -110 St Edmonton, AB T5K 3T4 Attention Cavell Martin Tel: (780) 801-5100 ext.11 Fax (780) 426-6639 E-Mail:[email protected]

- 32 -

AND TO: LOCAL 92

Labourers Union Dues 104 10319-106th Ave Edmonton, AB T5H 0P4 Attention Cavell Martin Tel: (780) 801-5100 ext.11 Fax (780) 426-6639 E-Mail:[email protected]

AND TO: LOCAL 837, LOCAL 506, LOCAL 1089 Labourers Pension Fund P.O. Box 9002, Stn Main Oakville, ON L6J 0B9 Attention: Jim Toye

AND TO: LOCAL 92 Labourers Training Fund 12150 - 154 St Edmonton, AB T5V 1J2 Attention Cavell Martin Tel: (780) 801-5100 ext.11 Fax (780) 426-6639 E-Mail:[email protected]

AND TO: LOCAL 1089 Labourers Trust Funds 1255 Confederation St Sarnia, ON N7S 4M7 Attention: Sharon Marsh Tel: (519) 332-1089 Fax: (519) 332-6378 E-Mail: [email protected]

- 33 -

AND TO: LOCAL 506

Labourers Union Funds c/o The Royal Bank P.O. Box 9252 Toronto, ON M5W 3M1 Attention: Manuel Bastos Tel: (416) 638-0506 Fax: (519) 638-1334 E-Mail: [email protected]

AND TO: LOCAL 1258 Labourers Union Funds P.O. Box 764 Winnipeg, Manitoba R3C 2L4 Attention: Cindy Marsden Tel: (204) 942-7193 Fax: (204) 944-0172 E-Mail: [email protected]

AND TO: LOCAL 837 Labourers Union Funds & Vac. Pay 44 Hughson St S Hamilton, ON L8N 2A7 Attention: Manuel Bastos Tel: (905) 529-1116 Fax: (905) 529-2723 E-Mail: [email protected]

AND TO: MCA Mech. Contractors Assoc. Of Alberta 204, 2725 - 12 Street NE Calgary, Alberta T2E 7J2

AND TO: LOCAL 1460 Millwright Pension Fund Suite 101 2635-37 Ave NE Calgary, Alberta T1Y 5Z6

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AND TO: LOCAL 1443

Millwright Union Funds c/o Coughlin P.O. Box 764 Winnipeg, Manitoba R3C 2L4

AND TO: LOCAL 1460 Millwrights Union Funds 177 15210 - 123 Ave Edmonton, AB T6G 1G8

AND TO: LOCAL 1611 Millwrights Union Funds 3542 Kingsway Vancouver, BC V5R 5X7

AND TO: NATIONAL MAINTENANCE COUNCIL 700 Dorval Dr, Ste 502 Oakville, ON L6K 3V3 Attention: Steve Smillie Tel: (905) 849-8415 Fax: (905) 849-8154 E-Mail: [email protected]

AND TO: MILLWRIGHTS Ontario Millwrights co Manion, Wilkins & Associates 222 Rowntree Dairy Road, Unit 4 Woodbridge, ON L4L 9T2 Attention: Cindy Berg Tel: (905) 652-4140 Fax: (905) 652-4139 E-Mail: [email protected]

AND TO: LOCAL 793 Operators Benefit Trust Fund 2245 Speers Road Oakville, ON L6L 6X8 Attention: Lloyd Nakaza

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Tel: (905) 469-9299 Fax: (905) 465-4340 E-Mail: [email protected]

AND TO: LOCAL 987 Operators Union Dues 244 Cree Cres Winnipeg, Manitoba R3J 3W1

AND TO: LOCAL 254 Pipefitter Union Dues 34 Higgins Ave Winnipeg, Manitoba R3B 0A5 Attention Heiko Wiechern Tel: (204) 947-0497 Fax: (204) 947-1512 E-Mail: [email protected]

AND TO: LOCAL 527 Pipefitter Union Dues 225 Frobisher Dr Waterloo, ON N2V 2G4 Attention: John Germann Tel: (519) 746-3300 ext.101 Fax: (519) 746-7660 E-Mail: [email protected]

AND TO: LOCAL 800 Pipefitter Union Dues 1640 Bancroft Drive Sudbury, ON P3B 1R8

AND TO: LOCAL 628 Pipefitter Union Dues 959 Alloy Drive Thunder Bay, ON P7C 5Z8 Attention: Terry Webb

- 36 -

Tel: (807) 623-1041 E-Mail: [email protected]

AND TO: LOCAL 663 Pipefitter Union Funds 1151 Confederation Street Sarnia, ON N7S 3Y5 Attention: Ross Tius Tel: (519) 337-6569 Fax: (519) 332-3054 E-Mail: [email protected]

AND TO: LOCAL 666 / LOCAL 67 Pipefitter Union Funds P.O. Box 8 Thorold, ON L2V 3Y7 Attention: Pat Goertzen Tel: (905) 227-6660 Fax: (905) 227-3183 E-Mail: [email protected]

AND TO: LOCAL 67 Pipefitter Union Funds 195 Dartnell Road, Suite 102 Hamilton, ON L8W 3V9 Attention: Mark Ellerker Tel: 905-385-0043 Fax: 905-385-3467 E-Mail: [email protected]

AND TO: LOCAL 401 Pipefitter Union Funds 3-26 Caristrap Street Bowmanville, ON L1C 3Y7 Attention: Garth Cochrane Tel: 905-623-1666 Fax: 905-623-8735

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AND TO: LOCAL 46

Pipefitter Union Funds 45 McIntosh Drive Markham, ON L3R 8C7 Attention: Veronica Tseng Tel: (905) 946-2530 Fax: (905) 946-2535 E-Mail: [email protected]

AND TO: LOCAL 527 AND LOCAL 800 Pipefitter Union Funds co Benefit Plan Services 151 Frobisher Dr, Suite E220 Waterloo, ON N2V 2C9 Attention: Brent Dykeman E-Mail: [email protected] Attention: Jane Taylor E-Mail: [email protected]

AND TO: LOCAL 170 Pipefitter Union Funds c/o CIBC 203-1658 Fosters Way Delta, BC V3M 6S6 Attention: Joe Shayler Tel: (604) 526-0441 Fax: (604) 526-6261 E-Mail: [email protected]

AND TO: LOCAL 254 Pipefitters Union Funds c/o Global Benefit 88 St. Regis Cres S Toronto, ON M3J 1Y8 Attention: Albert Walker Tel: (416) 635-6000 Fax: (416) 635-6464 E-Mail: [email protected]

- 38 -

AND TO: LOCAL 720

RRSP Fund c/o Servus Credit Union 11311 Kingsway Ave Edmonton, Alberta T5G 0X3

AND TO: LOCAL 424 RRS Fund c/o Servus Credit Union 151 Karl Clark Rd NW Edmonton, Alberta T6N 1H5

AND TO: LOCAL 110 RRSP Fund c/o Servus Credit Union 12750-127 St Edmonton, Alberta T5L 1A5

AND TO: LOCAL 280 Sheet Metal Union Funds 6188 Kingsway Burnaby, BC V5J 1H5 Attention: Jim Paqutte Tel: (604) 430-3388 Fax: (604) 431 -1864 E-Mail: [email protected]

AND TO: LOCAL 213 Teamster Union Funds 490 East Roadway Vancouver, BC V5T 1X3 Attention: John Pesa Tel: (605) 571-6500 Fax: (604) 571-6502 E-Mail: [email protected]

AND TO: CANADIAN TRAINING U.A. Canadian Training Funds – Local 666 225 Metcalfe Street, Suite 600 Ottawa, ON K2P 1P9

- 39 -

AND TO: LOCAL 993 Union Dues 837 Desmon Street Kamloops, BC V2B 5K3 Tel: (250) 376-8755 Fax: (250) 376-8136 E-Mail: [email protected]

AND TO: LOCAL 1258 Union Dues/Training Fund 541 Waterfront Drive Winnipeg Manitoba R3B 0H1

AND TO: REFAC Industrial Contractors Inc. 120 Sinasac St. East, Box 849 Harrow, ON N0R 1G0 Tel: (519) 738-3507 Fax: (519) 738-3230 E-Mail: [email protected]

AND TO: CaleyWray Labour/Emloyment Lawyers 1600-65 Queen Street West Toronto, ON M5H 2M5 Attention: Jesse B. Kugler Tel: (416) 775-4677 Fax: (416) 366-3293 E-Mail: [email protected] Solicitors for the United Association of Journeymen and Apprentices of the Plumbing and Pipefitting Industry of the United States of Canada, Local 67

INDEX

1 Notice of Motion

A Draft Amended & Restated Initial Order

B Draft Settlement Approval Order

2 Affidavit of Dennis Forlin, sworn July 25, 2013

A Exhibit “A”: Certificate of Filing of NOI of Comstock Canada Limited

B Exhibit “B”: Certificate of Filing the NOI of CCL Realty Inc.

C Exhibit “C”: Certificate of Filing the NOI of CCL Equities Inc.

D Exhibit “D”: Order of Justice Morawetz dated July 3, 2013

E Exhibit “E”: Corresponding Endorsement dated July 3, 2013

F Exhibit “F”: Reasons of Justice Morawetz dated July 12, 2013

G Exhibit “G”: Notice to Creditors of Comstock Canada Limited

H Exhibit “H”: Notice to Creditors of CCL Realty Inc.

I Exhibit “I”: Notice to Creditors of CCL Equities Inc.

J Exhibit “J”: Initial Order of Justice Morawetz dated July 9, 2013

K Exhibit “K”: Reasons of Justice Morawetz dated July 16, 2013

L Exhibit “L”: Affidavit of Geoffrey W. Birbeck sworn July 9, 2013 (without exhibits)

M Exhibit “M”: Supplementary Affidavit of Geoffrey W. Birbeck sworn July 9, 2013 (without exhibits)

N Exhibit “N”: Summary of Post-Filing Liens

O Exhibit “O”: Lien Timing Summary

P Exhibit “P”: Summary of Notices of Stay

Q Exhibit “Q”: Notice of Stay dated July 16, 2013 of Anixter Canada Inc.

R Exhibit “R”: Notice of Stay dated July 16, 2013 of Sonepar Canada Inc.

S Exhibit “S”: Notice of Stay dated July 16, 2013 of Honeywell Limited

T Exhibit “T”: Notice of Stay dated July 16, 2013 of Wesco Distribution Canada LP

U Exhibit “U”: Notice of Stay dated July 16, 2013 of Rexel Canada Electrical Inc. and Rexel Ruddy Ontario

V Exhibit “V”: Notice of Stay dated July 16, 2013 of NCS International Co.

W Exhibit “W”: Notice of Stay dated July 16, 2013 of 4361814 Canada Inc. c.o.b. as Noble Trade

X Exhibit “X”: Notice of Stay dated July 16, 2013 of Class 1 Incorporated

Y Exhibit “Y”: Notice of Stay dated July 16, 2013 of Cofely Adelt

Z Exhibit “Z”: Notice of Stay dated July 16, 2013 of Allnorth Consultants Ltd.

AA Exhibit “AA”: Notice of Stay dated July 16, 2013 of Emco Corporation

BB Exhibit “BB”: Notice of Stay dated July 17, 2013 of PERI Scaffolding Services Inc.

CC Exhibit “CC”: Notice of Stay dated July 19, 2013 of Guillevin International Co.

DD Exhibit “DD”: Notice of Stay dated July 24, 2013 of Electrical & Systems Advances Control Inc.

EE Exhibit “EE”: Notice of Stay dated July 24, 2013 of Toromont Industries Ltd.

FF Exhibit “FF”: Notice of Stay dated July 24, 2013 of SDI Supplies Ltd.

GG Exhibit “GG”: Notice of Stay dated July 24, 2013 of United Rentals of Canada Inc.

HH Exhibit “HH”: Notice of Stays dated July 24, 2013 of Trade-Mark Industrial Inc.

II Exhibit “II”: Parcel Register for the St. Joe’s Project dated July 24, 2013

JJ Exhibit “JJ”: St. Joe’s Project Settlement Agreement

KK Exhibit “KK”: Letter to Service List dated 24 July 2013


ONTARIO

SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)


Applicants

NOTICE OF MOTION (Returnable July 26, 2013)

COMSTOCK CANADA LTD. (“Comstock”), CCL REALTY INC. (“CCL Realty”), and

CCL EQUITIES INC. (“CCL Equities”, and together with Comstock and CCL Realty, the “Comstock

Group”) will make a motion to a Judge of the Commercial List on Friday, July 26, 2013 at 8:30 a.m., or

as soon thereafter as the motion can be heard, at the Courthouse located at 330 University Avenue,

Toronto, Ontario, Canada.

PROPOSED METHOD OF HEARING: The motion is to be heard orally. 1. THE MOTION IS FOR a Settlement Approval Order and an Amended & Restated Initial

Order substantially in the forms of the draft Orders attached hereto as Schedule “A” (the “Settlement

Approval Order”) and Schedule “B” (the “Amended & Restated Initial Order”), inter alia,

(a) Approving the Settlement Agreement (as defined below), the Schedules thereto, and the

Releases attached as Schedules thereto, made among Comstock, PCL Constructor

Canada Inc. (“PCL”), Honeywell Limited, Class 1 Incorporated, Sonepar Canada Inc.,

Anixter Canada Inc., 4361814 Canada Inc. c.o.b. as Noble Trade, NCS International

Inc., Rexel Canada Electrical Inc., and United Rentals of Canada Inc., dated July 25,

1

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2013 (the “Settlement Agreement”), in respect of the St. Joseph’s Hamilton

Healthcare West 5th Campus Redevelopment Project (the “St. Joe’s Project”) on the

lands identified by PIN 17075−0375 (LT) in Land Registry Office No. 62; and

(b) Amending and restating the Initial Order of the Honourable Mr. Justice Morawetz

dated July 9, 2013 (the “Initial Order”) to, inter alia:

(i) Order and declare that no Person shall be permitted to preserve or perfect a lien under the Construction Lien Act, R.S.O. 1990, C.30, as amended (the “Ontario CLA”), the Builders Lien Act, S.B.C. 1997, C. 45 (the “B.C. BLA”), Builders' Lien Act, R.S.A. 2000, c B-7 (the “Alberta BLA”), or the Builders' Liens Act, C.C.S.M., c. B-91(the “Manitoba BLA”) on or after June 28, 2013, including, without restricting the generality of the foregoing, (a) registering a Claim for Lien, (b) registering a Certificate of Action; and (c) serving a Claim for Lien, with respect to any project(s) to which any of the Applicants is a contracting party and/or is supplying goods and/or services except with the written consent of the Comstock Group and the Monitor, or with leave of this Court;

(ii) Order and declare that any Claims for Lien and/or Certificates of Action which were registered on or after June 28, 2013 with respect to any lands to which the Comstock Group have supplied services or materials (a) may be vacated upon application to the Court by the Comstock Group (i) without the requirement of posting security, and (ii) as if the security set out in the Ontario CLA, the B.C. BLA, the Alberta BLA, or the Manitoba BLA had been posted by the Comstock Group; and (b) once said Claims for Lien and/or Certificates of Action are vacated from title to said lands, any payer to any project(s) to which any of the Comstock Group is a contracting party and/or is supplying goods and/or services, may, without jeopardy, make payments on any contract or subcontract with respect to said project(s), subject to any other term of this Amended and Restated Order and the holdback provisions of s. 24(1) of the Ontario CLA or s. 4 of the B.C. BLA, the Alberta BLA, or the Manitoba BLA as applicable, without regard to the provisions of s. 24(2) of the Ontario CLA, subject to further Order of the Court; and

(iii) Order and declare that any general contractor and owner in connection with a project upon which the Applicant is engaged in making an improvement to land shall have no liability whatsoever, whether pursuant to the Ontario CLA, B.C. BLA, the Alberta BLA, or the Manitoba BLA, or pursuant to any other law, equity, or otherwise, save and except for any gross negligence or wilful misconduct on its part, to any Person (including any subcontractor of any level to the Comstock Group, any other supplier of any level to the Comstock Group, or creditor of the Comstock Group) in connection with amounts provided by any general contractor or owner (i) to the Comstock Group, (ii) to any

2

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subcontractor of any level to the Comstock Group, (iii) to any supplier of any level to the Comstock Group, and/or (iv) to any creditor of the Comstock Group, during the within proceedings pursuant to the CCAA in accordance with any contract, including without limiting the generality of the foregoing, (i) as a result of the operation of paragraphs 11(c) and 12 of this Amended & Restated Initial Order, (ii) as a result of any Person not being paid their full contract price with respect to any contract; or (iii) as a result of any Person have a secured, unsecured, or trust claim against the Comstock Group; provided, however, that this paragraph does not apply to any general contractors or owners obligations in respect of the basic 10% holdback.

(c) such further and other relief as this Honourable Court deems just and/or equitable.

2. THE GROUNDS FOR THE MOTION ARE:

(a) On Friday, June 28, 2013 (the “Filing Date”), the Comstock Group filed Notices of

Intention to Make a Proposal pursuant to the Bankruptcy and Insolvency Act, R.S.C.

1985, c. B-3 (the “BIA”) and appointed PricewaterhouseCoopers Inc. (“PwC’) as the

Proposal Trustee in respect of the proposal proceedings;

(b) On Wednesday, July 3, 2013, the Honourable Mr. Justice Morawetz issued an Order,

inter alia, appointing PwC as Interim Receiver for the limited and specific purpose of

ensuring Comstock’s payroll was funded by July 4, 2013;

(c) On Tuesday, July 9, 2013, the Honourable Mr. Justice Morawetz issued the Initial

Order, inter alia,

(i) continuing the Comstock Group’s restructuring proceedings under the Companies’ Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the “CCAA”), effective as at July 9, 2013,

(ii) granting the Initial Order under the CCAA in respect of the Comstock Group, including a stay of proceedings,

(iii) approving the Cost Reimbursement Agreement entered into by Comstock and Rio Tinto Alcan Inc., and

(iv) approving the Commitment Letter made between Comstock and the Bank of Montreal (“BMO”) and the granting of a DIP Lender’s Charge (defined below) and corresponding priority in favour of BMO;

3

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Approval of St. Joe’s Project Settlement Agreement

(d) On July 25, 2013, the Comstock Group, PCL Constructor Canada Inc., Honeywell

Limited, Class 1 Incorporated, Sonepar Canada Inc., Anixter Canada Inc., 4361814

Canada Inc. c.o.b. as Noble Trade, NCS International Inc., Rexel Canada Electrical

Inc., and United Rentals of Canada Inc. (the “Lien Claimants”), entered into a

Settlement Agreement dated July 25, 2013 (the “Settlement Agreement”), in respect

of the St. Joseph’s Hamilton Healthcare West 5th Campus Redevelopment Project (the

“St. Joe’s Project”) on the lands identified by PIN 17075−0375 (LT) in Land Registry

Office No. 62;

(e) The Settlement Agreement documents the agreement of Comstock, PCL, and the St.

Joe’s Lien Claimants, to resolve, inter alia, (a) the payment of the Pre-Filing amounts

owing in respect of the St. Joe’s Project; (b) the discharge or vacating of the liens in

respect of the St. Joe’s Project; and (c) the protection and certainty to be provided to

PCL in consideration for PCL’s continuing to advance funds to the St. Joe’s Project

during the Comstock Group’s CCAA proceedings;

Registration of Post-Filing Liens

(f) By virtue of the filing of the Notices of Intention to Make a Proposal pursuant to the

BIA and now the terms of the Initial Order, all entities were stayed from exercising

their rights and remedies against the Comstock Group;

(g) The Initial Order included provisions which, inter alia:

(i) Ordered the stay and suspension of all rights and remedies of any individual, firm, corporation, governmental body, agency, or any other entities, affecting the business or property of the Comstock Group, except with the written consent of the Comstock Group and the Monitor, or leave of the Court; and

(ii) Ordered that no individual, firm, corporation, governmental body or agency, or any other entities shall interfere with any right, contract, agreement, license, or permit in favour of the Comstock Group, except with the written consent of the Comstock Group and the Monitor, or leave of the Court;

4

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(h) In contravention of the Initial Order, a number of sub-trades and suppliers have

registered and/or have threatened to register liens after the Filing Date in respect of

Comstock and/or various projects to which Comstock is a contracting party;

(i) As at Thursday, July 25, 2013, approximately twenty three (23) parties have registered

forty three (43) liens or delivered notices of lien in respect of the Comstock Group

and/or Comstock Projects for pre-filing amounts in the approximate aggregate amount

of $17,681,402.88 allegedly owing in respect of projects to which the majority of the

lien registrants are continuing to supply material and services;

(j) The registration of post-filing liens is seriously prejudicing the restructuring and will

jeopardize the Comstock Group’s efforts to reorganize if this current trend of lien

registrations continues as it disrupts the flow of funds among the owners, general

contractors, and sub-trades. Such interruptions, in turn, cause project delays, further

costs, and disrupt the progress of projects;

Requirement for Court to Discharge and/or Vacate Liens

(k) The sub-trades in registering the Post-Filing Liens have not done so in order to preserve

their rights in order to avoid the imminent expiry of a limitation period, but instead

have sought to “lien for leverage” with a view to enhancing their negotiating position

vis-à-vis Comstock and with the various other parties to the applicable contracts;

(l) The sub-trades are not entitled to ignore the Initial Order or the applicable provisions of

the CCAA, much less flout the Initial Order or the CCAA, simply because they do not

like its effect on them or because they wish to use the current financial difficulties

encountered by Comstock and their willful non-compliance with the Initial Order and

the CCAA as a lever to enhance their bargaining position with Comstock and its

contracting parties;

(m) The sub-trades actions in connection with the registration and/or threatened registration

of liens is not in compliance with the Initial Order and the CCAA and such actions

cannot be sanctioned;

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(n) The registration of liens is frustrating the purposes of the CCAA, prejudicing the

restructuring, and may jeopardize the Comstock Group’s efforts at reorganization;

(o) Pursuant to the Court’s inherent jurisdiction, the Court may order (i) a stay of

proceedings pursuant to the CCAA which has a direct impact on third parties in order

to accomplish the purpose of the CCAA, and (b) the discharge and/or vacation of liens

and registrations where existence of such liens and registrations frustrate the purpose of

the CCAA and the restructuring;

(p) Where an affected party is in breach of the Initial Order, the Court may Order the

breaching entity to comply with the Initial Order;

(q) the Comstock Group requires the requested relief urgently in order to continue to move

forward to effect its restructuring;

(r) the circumstances that exist make the Orders sought by the Comstock Group

appropriate;

(s) the provisions of the CCAA and the BIA and this Honourable Court's equitable and

statutory jurisdiction thereunder;

(t) Construction Lien Act, R.S.O., 1990, c. C.30;

(u) Builders' Liens Act, C.C.S.M., c. B-91;

(v) Builders' Lien Act, R.S.A. 2000, c B-7;

(w) Builders Lien Act, S.B.C. 1997, c 45;

(x) Rules 1.04, 2.03, 3.02, 14.05(2) and 16 of the Ontario Rules of Civil Procedure, R.R.O.

1990, Reg. 194, as amended; and

(y) such further and other grounds as set out in the Affidavit of Dennis Forlin; and

6

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(z) such further and other grounds as counsel may advise and this Honourable Court may

permit.

3. THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the

Motion: x

(a) the Affidavit of Dennis Forlin, sworn July 25, 2013;

(b) the First Report to Court of the Monitor; and

(c) Such further material as counsel may advise and this Honourable Court may permit.

Date: July 25, 2013 GOWLING LAFLEUR HENDERSON LLP Barrister and Solicitors Suite 1600, First Canadian Place 100 King Street West Toronto, ON M5X 1G5 Alex MacFarlane / Frank Lamie LSUC No.: 28133Q / 54035S Tel: (416) 369-4631/ (416) 862-3609 Fax: (416) 862-7661 Lawyers for the Comstock Group, Comstock Canada Ltd., CCL Realty Inc., and CCL Equities Inc.

7

Schedule “A”



(COMMERCIAL LIST)

THE HONOURABLE MR.

JUSTICE MORAWETZ

)

)

)

FRIDAY, THE 26th

DAY OF JULY, 2013

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

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF COMSTOCK CANADA LTD., CCL EQUITIES INC., AND CCL REALTY INC.

Applicants

ORDER (Approving Settlement Agreement -

St. Joseph’s Hamilton Healthcare Redevelopment Project)

THIS MOTION, made by Comstock Canada Ltd. (“Comstock”), CCL Realty Inc.

(“CCL Realty”), and CCL Equities Inc. (“CCL Equities” and together with Comstock and

CCL Realty, the “Applicants” or the “Comstock Group”), pursuant to the Companies'

Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA"), was heard this

day at 330 University Avenue, Toronto, Ontario.

ON READING the Affidavit of Dennis Forlin sworn July [DATE], 2013 (the “Forlin

Affidavit”) and the Exhibits thereto which include the Settlement Agreement (defined below),

and on hearing the submissions of counsel for the Comstock Group, counsel for

PricewaterhouseCoopers Inc. (“PwC”) in its capacity as the Monitor of the Comstock Group (in

such capacity, the “Monitor”), counsel for Bank of Montreal (“BMO”), and counsel for those

other parties listed on the Counsel Slip, no one appearing for any other person although duly

served as appears from the Affidavit of Service of [NAME], sworn July [DATE], 2013, filed,

8

SERVICE

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

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

and hereby dispenses with further service thereof.

DEFINED TERMS

2. THIS COURT ORDERS that any capitalized terms not otherwise defined herein

shall have the meanings ascribed thereto in the Initial Order dated July 9, 2013 issued in Court

File Number CV-13-10181-00CL, as may be amended from time to time (the “Initial Order”).

APPROVAL OF ST. JOSEPH’S SETTLEMENT AGREEMENT

3. THIS COURT ORDERS that the Settlement Agreement and all Schedules thereto,

including all Releases attached thereto, attached as an Exhibit to the Forlin Affidavit, made

between Comstock, PCL Constructor Canada Inc. (“PCL”), Honeywell Limited, Class 1

Incorporated, Sonepar Canada Inc., Anixter Canada Inc., 4361814 Canada Inc. c.o.b. as Noble

Trade, NCS International Inc., Rexel Canada Electrical Inc., and United Rentals of Canada Inc.,

dated July [DATE], 2013 (the “Settlement Agreement”), in respect of the St. Joseph’s

Hamilton Healthcare West 5th Campus Redevelopment Project (the “St. Joe’s Project”) on the

lands identified by PIN 17075−0375 (LT) in Land Registry Office No. 62, be and is hereby

approved, and Comstock and the Monitor be and are hereby authorized and directed to take all

steps and actions required in order to give effect to the settlement contemplated in the Settlement

Agreement.

4. THIS COURT ORDERS that PCL, the general contractor for the St. Joe’s Project,

shall have no liability whatsoever, whether pursuant to Ontario’s Construction Lien Act, R.S.O.

1990, c. C-30, as amended (the “Construction Lien Act”), any other law, equity, or otherwise,

save and except for any gross negligence or wilful misconduct on its part, to any Person

(including any subcontractor of any level, any other supplier of any level to the Applicants or

any creditor of the Applicants) in connection with amounts provided by PCL (i) to the

Applicants, (ii) to any subcontractor of any level to the Applicants, (iii) to any supplier of any

level to the Applicants, and/or (iv) to any creditor of the Applicants, during the CCAA

Proceedings in accordance with the Mechanical Subcontract between PCL and Comstock No.

9

406012-OS and Electrical Subcontract between PCL and Comstock No. 406013-OS

(collectively, the “PCL/Comstock Subcontracts”) and/or this Order or the Initial Order (as

each may be amended from time to time) with respect to the St. Joe’s Project, including without

limiting the generality of the foregoing, (i) as a result of the operation of paragraphs 11(c) and 12

of the Initial Order; (ii) as a result of any Person not being paid their full contract price with

respect to the St. Joe’s Project; or (iii) as a result of any person having a secured, unsecured, or

trust claim against the Applicants; provided, however, that this paragraph does not apply to

PCL’s obligations pursuant to the Construction Lien Act in respect of the basic 10% holdback.

5. THIS COURT ORDERS that PCL may seek recourse against the Applicants to the

extent that any Person pursues a claim against PCL in connection with amounts provided by PCL

(i) to the Applicants, (ii) to any subcontractor of any level to the Applicants, (iii) to any supplier

of any level to the Applicants, and/or, (iv) to any creditor of the Applicants, during the CCAA

Proceedings in accordance with the PCL/Comstock Subcontracts and/or this Order or the Initial

Order (as each Order may be amended from time to time, provided, however, that this paragraph

does not apply to the sub-contractors who are parties to the Settlement Agreement with respect to

the amounts paid directly by PCL to the sub-contractors pursuant to the Settlement Agreement.

6. THIS COURT ORDERS that any amounts provided by PCL to, or on behalf of, the

Applicants pursuant to the PCL/Comstock Subcontracts with respect to the St. Joe’s Project shall

only be used in accordance with a monthly payment schedule for the St. Joe’s Project, in form

and substance satisfactory to PCL, acting reasonably, and the Monitor.

7. THIS COURT ORDERS that PCL shall have no liability to Comstock in respect of

any amounts paid, pursuant to Comstock’s direction, to a subcontractor (whether a direct

subcontractor of Comstock or a sub-subcontractor of any level), supplier, or creditor of

Comstock where such amounts are to the credit of or on account of a contemplated, disputed, or

unapproved change order.

8. THIS COURT ORDERS that, to the extent any liens are vacated by the Court,

withdrawn or otherwise removed from the St. Joe’s Project, in respect of the operation of

sections 21, 23, and 24 of the Construction Lien Act, any payer (as that term is defined in the

Construction Lien Act) shall be and shall be deemed to be in the same position as if the lien had

not been delivered or preserved or written notice of the lien had not been given.

10

9. THIS COURT ORDERS that no person shall register, enforce or otherwise take any

action in respect of the Order attached hereto as Appendix “2” until the Monitor has delivered to

the parties to the Settlement Agreement a certificate substantially in the form of the certificate

attached as Appendix “1” hereto (the “Certificate”), in which the Monitor certifies that Article

2.1 (c), (d) and (e) of the Settlement Agreement have been satisfied, including: (i) that Osler

Hoskin & Harcourt LLP (“Osler”) and the Monitor (to the extent required) are in receipt of the

Settlement Amounts (as defined in the Settlement Agreement); (ii) the necessary directions have

been provided by Comstock to Osler, and the Monitor, if applicable.

GENERAL

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

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

effect to this Order and to assist the Applicants, the Monitor and their respective agents in

carrying out the terms of this Order. All courts, tribunals, regulatory, and administrative bodies

are hereby respectfully requested to make such orders and to provide such assistance to the

Applicants and to the Monitor, as an officer of this Court, as may be necessary or desirable to

give effect to this Order, to grant representative status to the Monitor in any foreign proceeding,

or to assist the Applicants and the Monitor and their respective agents in carrying out the terms

of this Order.

11. THIS COURT ORDERS that each of the Applicants and the Monitor be at liberty and is

hereby authorized and empowered to apply to any court, tribunal, regulatory or administrative

body, wherever located, for the recognition of this Order and for assistance in carrying out the

terms of this Order, and that the Monitor is authorized and empowered to act as a representative

in respect of the within proceedings for the purpose of having these proceedings recognized in a

jurisdiction outside Canada.

____________________________________

11

Appendix “1” – Form of Monitor’s Certificate



(COMMERCIAL LIST)


Applicants

MONITOR’S CERTIFICATE

RECITALS: A. Pursuant to an Order of the Honourable Mr. Justice Morawetz of the Ontario Superior

Court of Justice (the "Court") dated July 9, 2013, PricewaterhouseCoopers Inc. was appointed

as Monitor (in such capacity, the "Monitor") of Comstock Canada Ltd., CCL Realty Inc., and

CCL Equities Inc. (collectively, the “Comstock Group”) pursuant to the Companies' Creditors

Arrangement Act, R.S.C. 1985, c. C-36, as amended.

B. Pursuant to an Order of the Court dated July [DATE], 2013, the Court approved the

Settlement Agreement and all Schedules thereto, including all Releases attached thereto, made

between Comstock Canada Ltd. (“Comstock”), PCL Constructor Canada Inc. (“PCL”),

Honeywell Limited, Class 1 Incorporated, Sonepar Canada Inc., Anixter Canada Inc., 4361814

Canada Inc. c.o.b. as Noble Trade, NCS International Inc., Rexel Canada Electrical Inc., and

United Rentals of Canada Inc., dated July [DATE], 2013 (the “Settlement Agreement”), in

respect of the St. Joseph’s Hamilton Healthcare West 5th Campus Redevelopment Project on the

lands identified by PIN 17075−0375 (LT) in Land Registry Office No. 62, which Settlement

Agreement provides for:

(i) the discharge and release of the following liens:

12

- 2 -

(a) The lien of Rexel Canada Electrical Inc. preserved through the registration of the

Claim for Lien registered as instrument number WE907957 on July 4, 2013

against title to the lands and premises described in Schedule “A” (the “Lands”);

(b) The lien of Sonepar Canada Inc. c.o.b. as TEXCAN preserved through the

registration of the Claim for Lien registered as instrument number WE908774 on

July 9, 2013 against title to the Lands;

(c) The lien of 4361814 Canada Inc. preserved through the registration of the Claim

for Lien registered as instrument number WE908973 on July 10, 2013 against title

to the Lands;

(d) The lien of Anixter Canada Inc. preserved through the registration of the Claim


to the Lands;

(e) The lien of NCS International Co. preserved through the registration of the Claim


to the Lands;

(f) The lien of Sonepar Canada Inc. c.o.b. as SESCO preserved through the


July 15, 2013 against title to the Lands;

(g) The lien of United Rentals of Canada, Inc. preserved through the registration of

the Claim for Lien registered as instrument number WE910950 on July 18, 2013

against title to the Lands; and

13

- 3 -

(ii) releases by the Lien Claimants to PCL and Comstock and from Comstock to PCL

(collectively the “Releases”); and

(iii) the delivery up of the Lien Bonds to Osler Hoskin & Harcourt LLP (“Osler”);

all of which shall be effective upon the Monitor certifying that Article 2.1 (c), (d) and (e) of the

Settlement Agreement have been satisfied, including: (i) that Osler and the Monitor (to the extent

required) are in receipt of the Settlement Amounts (as defined in the Settlement Agreement) and

(ii) the necessary directions have been provided by Comstock to Osler, and the Monitor, if

applicable.

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

the Settlement Agreement.

THE MONITOR CERTIFIES the following: 1. Article 2.1 (c), (d) and (e) of the Settlement Agreement have been satisfied, including:

(i) that Osler and the Monitor (to the extent required) are in receipt of the Settlement

Amounts (as defined in the Settlement Agreement); and

(ii) the necessary directions have been provided by Comstock to Osler, and the

Monitor, if applicable.

2. This Certificate was delivered by the Monitor at ________ [TIME] on _______ [DATE].

PricewaterhouseCoopers Inc., in its capacity as Court-appointed Monitor of Comstock Canada Ltd., CCL Realty Inc., and CCL Equities Inc., and not in its personal capacity

Per: ____________________________________

Name: Title:

14

Appendix “2”



(COMMERCIAL LIST)

THE HONOURABLE MR.

JUSTICE MORAWETZ

)

)

)

FRIDAY, THE 26th

DAY OF JULY, 2013



Applicants

ORDER




Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA"), was heard this


ON READING the Affidavit of Dennis Forlin sworn July [DATE], 2013 (the “Forlin

Affidavit”) and the Exhibits thereto which include the Settlement Agreement (defined below),

and on hearing the submissions of counsel for the Comstock Group, counsel for

PricewaterhouseCoopers Inc. (“PwC”) in its capacity as the Monitor of the Comstock Group (in

such capacity, the “Monitor”), counsel for Bank of Montreal (“BMO”), and counsel for those

other parties listed on the Counsel Slip, no one appearing for any other person although duly

served as appears from the Affidavit of Service of [NAME], sworn July [DATE], 2013, filed:

15

- 2 -

2. THIS COURT ORDERS that the following liens be and the same are hereby

discharged:

(a) The lien of Rexel Canada Electrical Inc. preserved through the registration of the

Claim for Lien registered as instrument number WE907957 on July 4, 2013

against title to the lands and premises described in Schedule “A” (the “Lands”).

(b) The lien of Sonepar Canada Inc. c.o.b. as TEXCAN preserved through the


July 9, 2013 against title to the Lands.

(c) The lien of 4361814 Canada Inc. preserved through the registration of the Claim


to the Lands.

(d) The lien of Anixter Canada Inc. preserved through the registration of the Claim


to the Lands.

(e) The lien of NCS International Co. preserved through the registration of the Claim


to the Lands.

(f) The lien of Sonepar Canada Inc. c.o.b. as SESCO preserved through the


July 15, 2013 against title to the Lands.

16

- 3 -

(g) The lien of United Rentals of Canada, Inc. preserved through the registration of

the Claim for Lien registered as instrument number WE910950 on July 18, 2013

against title to the Lands.

3. THIS COURT ORDERS that the following lien bonds (the “Lien Bonds”),

having been paid into Court by PCL Constructors Canada Inc. to vacate certain claims for lien,

be delivered up to Osler, Hoskin & Harcourt LLP, in trust, for cancellation:

(a) the lien bond of Zurich Insurance Company Ltd., Travelers Insurance Company

of Canada, and Chubb Insurance Company of Canada bearing Bond Nos.

6340103 / 90028089 / 8232-54-84, dated July 15, 2013 filed with the Accountant

of the Ontario Superior Court of Justice as Account No. 527425 and paid into

Court in Court File No. CV-13-00484837-0000 to vacate the claim for lien of

Rexel Canada Electrical Inc.;

(b) the lien bond of Zurich Insurance Company Ltd., Travelers Insurance Company

of Canada and Chubb Insurance Company of Canada bearing Bond Nos. 6340100

/ 90028086 / 8232-54-81, dated July 15, 2013, filed with the Accountant of the

Ontario Superior Court of Justice as Account No. 527542 and paid into Court in

Court File No. CV-13-00485241-0000 to vacate the claim for lien of Class 1

Incorporated;

(c) the lien bond of Zurich Insurance Company Ltd., Travelers Insurance Company




17

- 4 -

Court File No. CV-13-00485323-0000 to vacate the Claim for Lien of Honeywell

Limited;

(d) the lien bond of Zurich Insurance Company Ltd., Travelers Insurance Company




Court File No. CV-13-00485325-000 to vacate the Claim for Lien of Sonepar

Canada Inc. c.o.b. as TEXCAN.

(e) the lien bond of Zurich Insurance Company Ltd., Travelers Insurance Company




Court File No. CV-13-00485442-000 to vacate the Claim for Lien of 4361814

Canada Inc.

4. THIS COURT ORDERS that Rule 72.03(2)(c)(ii) of the Rules of Civil

Procedure shall have no effect and that the Accountant shall deliver up forthwith for

cancellation the Lien Bonds to Osler, Hoskin & Harcourt LLP, in trust.

5. THIS COURT ORDERS that a copy of this Order, once entered, shall be filed

in the Court File Numbers noted in paragraph 3, above.

6. THIS COURT ORDERS that leave be and the same is hereby granted to bring

this motion in Toronto.

18

- 5 -

Schedule “A”

PIN 17075−0375 (LT), Description PT LTS 16 & 17, CON 4 BARTON, PT RDAL BTN LOTS 16 & 17, CON 4

BARTON, AS CLOSED BY BYLAW AB304000, PARTS 1, 2, 3, 4, 8, 9, 10 & 12 62R18904; S/T AB361551; CITY OF HAMILTON

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21

Schedule “B”



(COMMERCIAL LIST)

THE HONOURABLE MR.

JUSTICE MORAWETZ

)

)

)

TUESDAY, THE 9th

DAY OF JULY, 2013



Applicants

AMENDED & RESTATED INITIAL ORDER




Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended (the "CCAA") was heard this


ON READING the Affidavit of Geoffrey W. Birkbeck sworn July 9, 2013 (the

“Birkbeck Affidavit”) and the Exhibits thereto, and on hearing the submissions of counsel for

Applicants, counsel for Bank of Montreal (“BMO”), counsel for Rio Tinto Alcan Inc.

(“RTAI”), and those other parties listed on the Counsel Slip, no one appearing for any other

person although duly served as appears from the Affidavit of Service of Fiorella Sasso, sworn

July 9, 2013 and on reading the consent of PricewaterhouseCoopers Inc. (“PwC”) to act as the

Monitor (in such capacity, the “Monitor”),

22

SERVICE

1. THIS COURT ORDERS that the time for service of the Notice of Application and

the Application Record is hereby abridged and validated so that this Application is properly

returnable today and hereby dispenses with further service thereof.

CONTINUANCE UNDER THE CCAA

2. THIS COURT ORDERS AND DECLARES that the Applicants are companies to

which the CCAA applies.

3. THIS COURT ORDERS AND DECLARES that effective July 9, 2013, the

Comstock Group’s proposal proceedings (the “Proposal Proceedings”) commenced under Part

III of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3, as amended (the “BIA”) is hereby

taken and continued under the CCAA and that as of such date, the provisions of Part III of the

BIA shall have no further application to the Comstock Group.

PLAN OF ARRANGEMENT

4. THIS COURT ORDERS that the Applicants shall have the authority to file and may,

subject to further order of this Court, file with this Court a plan of compromise or arrangement

(hereinafter referred to as the "Plan").

POSSESSION OF PROPERTY AND OPERATIONS

5. THIS COURT ORDERS that the Applicants shall remain in possession and control

of its current and future assets, undertakings and properties of every nature and kind whatsoever,

and wherever situate including all proceeds thereof (the "Property"). Subject to further Order

of this Court, the Applicants shall continue to carry on business in a manner consistent with the

preservation of its business (the "Business") and Property. The Applicants shall be authorized

and empowered to continue to retain and employ the employees, consultants, agents, experts,

accountants, counsel and such other persons (collectively "Assistants") currently retained or

employed by it, with liberty to retain such further Assistants as it deems reasonably necessary or

desirable in the ordinary course of business or for the carrying out of the terms of this Order.

23

6. THIS COURT ORDERS that the Applicants shall be entitled to continue to utilize the

central cash management system currently in place as described in the Affidavit of Geoffrey W.

Birkbeck, sworn July 9, 2013, or replace it with another substantially similar central cash

management system (the "Cash Management System") and that any present or future bank

providing the Cash Management System shall not be under any obligation whatsoever to inquire

into the propriety, validity, or legality of any transfer, payment, collection or other action taken

under the Cash Management System, or as to the use or application by the Applicants of funds

transferred, paid, collected or otherwise dealt with in the Cash Management System, shall be

entitled to provide the Cash Management System without any liability in respect thereof to any

Person (as hereinafter defined) other than the Applicants, pursuant to the terms of the

documentation applicable to the Cash Management System, and shall be, in its capacity as

provider of the Cash Management System, an unaffected creditor under the Plan with regard to

any claims or expenses it may suffer or incur in connection with the provision of the Cash

Management System.

7. THIS COURT ORDERS that the Applicants shall be entitled but not required to pay

the following expenses whether incurred prior to or after this Order:

(a) all outstanding and future wages, salaries, employee and pension benefits, vacation

pay and expenses payable on or after the date of this Order, in each case incurred in

the ordinary course of business and consistent with existing compensation policies

and arrangements; and

(b) the fees and disbursements of any Assistants retained or employed by the Applicants

in respect of these proceedings, at their standard rates and charges.

8. THIS COURT ORDERS that, except as otherwise provided to the contrary herein,

the Applicants shall be entitled but not required to pay all reasonable expenses incurred by the

Applicants in carrying on the Business in the ordinary course after this Order, and in carrying out

the provisions of this Order, which expenses shall include, without limitation:

(a) all expenses and capital expenditures reasonably necessary for the preservation of the

Property or the Business including, without limitation, payments on account of

24

insurance (including directors and officers insurance), maintenance and security

services; and

(b) payment for goods or services actually supplied to the Applicants following the date

of this Order.

9. THIS COURT ORDERS that the Applicants shall remit, in accordance with legal

requirements, or pay:

(a) any statutory deemed trust amounts in favour of the Crown in right of Canada or of

any Province thereof or any other taxation authority which are required to be

deducted from employees' wages, including, without limitation, amounts in respect of

(i) employment insurance, (ii) Canada Pension Plan, (iii) Quebec Pension Plan, and

(iv) income taxes;

(b) all goods and services or other applicable sales taxes (collectively, "Sales Taxes")

required to be remitted by the Applicants in connection with the sale of goods and

services by the Applicants, but only where such Sales Taxes are accrued or collected

after the date of this Order, or where such Sales Taxes were accrued or collected prior

to the date of this Order but not required to be remitted until on or after the date of

this Order, and

(c) any amount payable to the Crown in right of Canada or of any Province thereof or

any political subdivision thereof or any other taxation authority in respect of

municipal realty, municipal business or other taxes, assessments or levies of any

nature or kind which are entitled at law to be paid in priority to claims of secured

creditors and which are attributable to or in respect of the carrying on of the Business

by the Applicants.

10. THIS COURT ORDERS that, except where an Applicant is a landlord, until a real

property lease is disclaimed in accordance with the CCAA, the Applicants shall pay all amounts

constituting rent or payable as rent under real property leases (including, for greater certainty,

common area maintenance charges, utilities and realty taxes and any other amounts payable to

the landlord under the lease) or as otherwise may be negotiated between the Applicants and the

landlord from time to time ("Rent"), for the period commencing from and including the date of

25

this Order, twice-monthly in equal payments on the first and fifteenth day of each month, in

advance (but not in arrears). On the date of the first of such payments, any Rent relating to the

period commencing from and including the date of this Order shall also be paid.

11. THIS COURT ORDERS that, except as specifically permitted herein, or as provided

for in the Commitment Letter (as defined herein) the Applicants are hereby directed, until further

Order of this Court: (a) to make no payments of principal, interest thereon or otherwise on

account of amounts owing by the Applicants to any of its creditors as of this date; (b) to grant no

security interests, trust, liens, charges or encumbrances upon or in respect of any of its Property;

and (c) to not grant credit or incur liabilities except in the ordinary course of the Business.

RESTRUCTURING

12. THIS COURT ORDERS that the Applicants shall, subject to such requirements as

are imposed by the CCAA or in the Commitment Letter and the Cashflow Forecasts as prepared

by the Applicants and approved by the Monitor from time to time, have the right to:

(a) permanently or temporarily cease, downsize or shut down any of its business or

operations, and to dispose of redundant or non-material assets not exceeding $50,000

in any one transaction or $250,000 in the aggregate;

(b) terminate the employment of such of its employees or temporarily lay off such of its

employees as it deems appropriate;

(c) pay no more than ninety percent (90%) of any amounts owing for certain pre-filing

project payables in respect of related accounts receivable of the Applicants collected

subsequent to June 28, 2013, as deemed necessary by the Applicants, and consented

to by the Monitor, for the purpose of maintaining the going concern potential of the

Applicants; and

(d) pursue all avenues of refinancing of its Business or Property, in whole or part, subject

to prior approval of this Court being obtained before any material refinancing,

all of the foregoing to permit the Applicants to proceed with an orderly restructuring of the

Business (the "Restructuring").

26

13. THIS COURT ORDERS that any remaining amounts owing for pre-filing project

payables, after payment of the 90% provided for in paragraph 12(c) above, may be paid to the

Applicants to be used for any other use for which an advance under the DIP Credit Facility (as

that term is definced below) may be used.

14. THIS COURT ORDERS that the Applicants shall provide each of the relevant

landlords with notice of the Applicants’ intention to remove any fixtures from any leased

premises at least seven (7) days prior to the date of the intended removal. The relevant landlord

shall be entitled to have a representative present in the leased premises to observe such removal

and, if the landlord disputes the Applicants’ entitlement to remove any such fixture under the

provisions of the lease, such fixture shall remain on the premises and shall be dealt with as

agreed between any applicable secured creditors, such landlord and the Applicants, or by further

Order of this Court upon application by the Applicants on at least two (2) days notice to such

landlord and any such secured creditors. If the Applicants disclaims or resiliates the lease

governing such leased premises in accordance with Section 32 of the CCAA, it shall not be

required to pay Rent under such lease pending resolution of any such dispute (other than Rent

payable for the notice period provided for in Section 32(5) of the CCAA), and the disclaimer or

resiliation of the lease shall be without prejudice to the Applicants' claim to the fixtures in

dispute.

15. THIS COURT ORDERS that if a notice of disclaimer or resiliation is delivered

pursuant to Section 32 of the CCAA, then (a) during the notice period prior to the effective time

of the disclaimer or resiliation, the landlord may show the affected leased premises to

prospective tenants during normal business hours, on giving the Applicants and the Monitor 24

hours prior written notice, and (b) at the effective time of the disclaimer or resiliation, the

relevant landlord shall be entitled to take possession of any such leased premises without waiver

of or prejudice to any claims or rights such landlord may have against the Applicants in respect

of such lease or leased premises and such landlord shall be entitled to notify the Applicants of

the basis on which it is taking possession and to gain possession of and re-lease such leased

premises to any third party or parties on such terms as such landlord considers advisable,

provided that nothing herein shall relieve such landlord of its obligation to mitigate any damages

claimed in connection therewith.

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COST REIMBURSEMENT AGREEMENT

16. THIS COURT ORDER AND DECLARES that the Cost Reimbursement Agreement

(the “CRA”) made as of July 9, 2013 between Comstock and RTAI substantially in the form

attached as Exhibit “Q” to the Birkbeck Affidavit be and is hereby approved, ratified and

confirmed, and the execution of the CRA by Comstock be and is hereby authorized and

approved. Comstock is hereby authorized and directed to take such additional steps and execute

such additional documents as are contemplated by the CRA or as may be reasonably required by

RTAI to carry out the intention of the CRA.

17. THIS COURT ORDERS AND DECLARES that, in accordance with the provisions

of the CRA and this Order, RTAI shall be entitled to and is hereby granted a first ranking super

priority lien on:

(a) any account or accounts currently in place or established by Comstock from time to

time for the deposit of Reimbursements from the Disbursement Account, as defined

in the CRA (the “Comstock CRA Accounts”); and

(b) any amounts held at any time in the Holdback Accounts (as defined in the CRA and

hereinafter referred to as the “Holdback Accounts”) and, subject to the rights of lien

claimants to the amounts in the Holdback Accounts, RTAI may set off against

amounts in the Holdback Accounts any amounts which have been funded by RTAI as

Overhead Costs or which represent Construction Costs for which RTAI would

otherwise be double paying, in accordance with the CRA.

18. THIS COURT ORDERS AND DECLARES that, notwithstanding anything

contained in this order or in any other order made in these proceedings, the rights and remedies

of RTAI in connection with or pursuant to the CRA and the Affected Contracts shall be

unaffected by this order or any order made in these proceedings. Without limiting the generality

of the forgoing, any stay created in these proceedings shall not apply to RTAI, and RTAI may

exercise its rights and remedies in respect of the CRA and Affected Contracts including, without

limitation, that RTAI may terminate the CRA or any or all of the Affected Contracts by giving

notice to Comstock, the Monitor and the Bank of Montreal as provided in the CRA.

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19. THIS COURT ORDERS that the execution, delivery, or performance of the CRA

shall neither create nor be deemed to constitute a breach by the Applicants of any Agreement to

which they are a party.

20. THIS COURT ORDERS that, notwithstanding:

(a) the pendency of these proceedings and the Proposal Proceedings;

(b) any applications for a bankruptcy order now or hereafter issued pursuant to the

BIA in respect of Comstock and any bankruptcy order issued pursuant to any such

applications; and

(c) any assignment in bankruptcy made in respect of Comstock,

the transactions contemplated under the CRA, as approved, ratified and confirmed pursuant to

this Order, shall be binding on any trustee in bankruptcy that may be appointed in respect of

Comstock and shall not be void or voidable by creditors of Comstock, nor shall they constitute

nor be deemed to be a fraudulent preference, assignment, fraudulent conveyance, transfer at

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

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

pursuant to any applicable federal or provincial legislation.

21. THIS COURT ORDERS AND DECLARES that, notwithstanding any other

provision of this Order, the rights and remedies of RTAI under the CRA and the Affected

Contracts shall be enforceable against any trustee in bankruptcy, interim receiver, receiver or

receiver and manager of Comstock.

NO PROCEEDINGS AGAINST THE APPLICANTS OR THE PROPERTY

22. THIS COURT ORDERS that, except as provided in paragraph 18 herein, until and

including Thursday, August 8, 2013, or such later date as this Court may order (the "Stay

Period"), no proceeding or enforcement process in any court or tribunal (each, a "Proceeding")

shall be commenced or continued against or in respect of the Applicants or the Monitor, or

affecting the Business or the Property, except with the written consent of the Applicants and the

Monitor, or with leave of this Court, and any and all Proceedings currently under way against or

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in respect of the Applicants or affecting the Business or the Property are hereby stayed and

suspended pending further Order of this Court.

NO EXERCISE OF RIGHTS OR REMEDIES

23. THIS COURT ORDERS that, except as provided in paragraph 18 herein, during the

Stay Period, all rights and remedies of any individual, firm, corporation, governmental body or

agency, or any other entities (all of the foregoing, collectively being "Persons" and each being a

"Person") against or in respect of the Applicants or the Monitor, or affecting the Business or the

Property, are hereby stayed and suspended except with the written consent of the Applicants and

the Monitor, or leave of this Court, provided that nothing in this Order shall (i) empower the

Applicants to carry on any business which the Applicants is not lawfully entitled to carry on, (ii)

affect such investigations, actions, suits or proceedings by a regulatory body as are permitted by

Section 11.1 of the CCAA, or (iii) prevent the filing of any registration to preserve or perfect a

security interest.

NO INTERFERENCE WITH RIGHTS

24. THIS COURT ORDERS that, except as provided in paragraph 18 herein, during the

Stay Period, no Person shall discontinue, fail to honour, alter, interfere with, repudiate, terminate

or cease to perform any right, renewal right, contract, agreement, licence or permit in favour of

or held by the Applicants, except with the written consent of the Applicants and the Monitor, or

leave of this Court.

NO REGISTRATION OF LIENS

25. THIS COURT ORDERS AND DECLARES that no Person shall be permitted to

preserve or perfect a lien under the Construction Lien Act, R.S.O. 1990, C.30, as amended (the

“Ontario CLA”), or the Builders Lien Act, S.B.C. 1997, C. 45 (the “B.C. BLA”), on or after

June 28, 2013, including, without restricting the generality of the foregoing, (a) registering a

Claim for Lien under s. 34(1)(a) of the Ontario CLA or s. 15 or s. 18 of the BLA with respect to

any lands to which the Applicants have supplied services or materials, (b) registering a

Certificate of Action under s. 36 of the Ontario CLA or commencing proceedings pursuant to

section 26 of the B.C. BLA, with respect to any lands to which the Applicants have supplied

services or materials; and (c) serving a Claim for Lien under s. 34(1)(b) of the Ontario CLA, or

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delivering a Notice of Lien under s. 24(2) of the Ontario CLA, with respect to any project(s) to

which any of the Applicants is a contracting party and/or is supplying goods and/or services

except with the written consent of the Applicants and the Monitor, or with leave of this Court.

This paragraph does not apply in the event the Comstock Group seeks to commence proceedings

under the Ontario CLA or B.C. BLA, deliver a Notice of Lien, register a Claim for Lien, or

register a Certificate of Action in favour of the Comstock Group or any one of the entities

comprising the Comstock Group.

COMSTOCK AUTHORIZED TO TAKE STEPS TO VACATE LIENS

26. THIS COURT ORDERS AND DECLARES that, subject to further Order of the

Court, any Claims for Lien and/or Certificates of Action, as applicable, which were registered on

or after June 28, 2013 with respect to any lands to which the Applicants have supplied services

or materials (a) may be vacated upon application to the Court by the Applicants (i) without the

requirement of posting security, and (ii) as if the security set out in s. 44(1) of the Ontario CLA

or s. 24(2) of the B.C. BLA had been posted by the Applicants; and (b) once said Claims for Lien

and/or Certificates of Action are vacated from title to said lands, any payer to any project(s) to

which any of the Applicants is a contracting party and/or is supplying goods and/or services,

may, without jeopardy, make payments on any contract or subcontract with respect to said

project(s), subject to any other term of this Amended and Restated Order and the holdback

provisions of s. 24(1) of the Ontario CLA or s. 4 of the B.C. BLA, as applicable, without regard

to the provisions of s. 24(2) of the Ontario CLA, subject to further Order of the Court.

27. THIS COURT ORDERS that any general contractor and owner in connection with a

project upon which the Applicant is engaged in making an improvement to land shall have no

liability whatsoever, whether pursuant to the Ontario CLA, B.C. BLA, any other law, equity, or

otherwise, save and except for any gross negligence or wilful misconduct on its part, to any

Person (including any subcontractor of any level to the Applicants, any other supplier of any

level to the Applicants, or creditor of the Applicants) in connection with amounts provided by

any general contractor or owner (i) to the Applicants, (ii) to any subcontractor of any level to the

Applicants, (iii) to any supplier of any level to the Applicants, and/or (iv) to any creditor of the

Applicants, during the within proceedings pursuant to the CCAA in accordance with any

contract, including without limiting the generality of the foregoing, (i) as a result of the operation

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of paragraphs 11(c) and 12 of this Amended & Restated Initial Order, (ii) as a result of any

Person not being paid their full contract price with respect to any contract; or (iii) as a result of

any Person have a secured, unsecured, or trust claim against the Applicants; provided, however,

that this paragraph does not apply to any general contractors or owners obligations pursuant to

the Ontario CLA in respect of the basic 10% holdback.

CONTINUATION OF SERVICES

28. THIS COURT ORDERS that during the Stay Period, all Persons having oral or

written agreements with the Applicants or statutory or regulatory mandates for the supply of

goods and/or services, including without limitation all computer software, communication and

other data services, centralized banking services, payroll services, insurance, transportation

services, utility or other services to the Business or the Applicants, are hereby restrained until

further Order of this Court from discontinuing, altering, interfering with or terminating the

supply of such goods or services as may be required by the Applicants, and that the Applicants

shall be entitled to the continued use of its current premises, telephone numbers, facsimile

numbers, internet addresses and domain names, provided in each case that the normal prices or

charges for all such goods or services received after the date of this Order are paid by the

Applicants in accordance with normal payment practices of the Applicants or such other

practices as may be agreed upon by the supplier or service provider and each of the Applicants

and the Monitor, or as may be ordered by this Court.

NON-DEROGATION OF RIGHTS

29. THIS COURT ORDERS that, notwithstanding anything else in this Order, no Person

shall be prohibited from requiring immediate payment for goods, services, use of lease or

licensed property or other valuable consideration provided on or after the date of this Order, nor

shall any Person be under any obligation on or after the date of this Order to advance or re-

advance any monies or otherwise extend any credit to the Applicants. Notwithstanding the

foregoing, RTAI is hereby obligated, pursuant to the terms of the CRA, to reimburse Comstock

for Reimbursement Costs and to pay any Transition Costs (as those terms are defined in the

CRA). Nothing in this Order shall derogate from the rights conferred and obligations imposed

by the CCAA.

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PROCEEDINGS AGAINST DIRECTORS AND OFFICERS

30. THIS COURT ORDERS that during the Stay Period, and except as permitted by

subsection 11.03(2) of the CCAA, no Proceeding may be commenced or continued against any

of the former, current or future directors or officers of the Applicants with respect to any claim

against the directors or officers that arose before the date hereof and that relates to any

obligations of the Applicants whereby the directors or officers are alleged under any law to be

liable in their capacity as directors or officers for the payment or performance of such

obligations, until a compromise or arrangement in respect of the Applicants, if one is filed, is

sanctioned by this Court or is refused by the creditors of the Applicants or this Court.

DIRECTORS’ AND OFFICERS’ INDEMNIFICATION AND CHARGE

31. THIS COURT ORDERS that the Applicants shall indemnify its directors and

officers against obligations and liabilities that they may incur as directors or officers of the

Applicants after the commencement of the within proceedings, except to the extent that, with

respect to any officer or director, the obligation or liability was incurred as a result of the

director's or officer's gross negligence or wilful misconduct.

32. THIS COURT ORDERS that the directors and officers of the Applicants shall be

entitled to the benefit of and are hereby granted a charge (the "Directors’ Charge") on the

Property, except that the Directors’ Charge shall not attach to the Comstock CRA Accounts or

the Holdback Accounts nor to any real property owned by any of the Applicants which is subject

to an existing mortgage and charge in favour to BMO, such charge shall not exceed an aggregate

amount of $4,600,000, as security for the indemnity provided in paragraph 30 of this Order. The

Directors’ Charge shall have the priority set out in paragraphs 50 and 52 herein.

33. THIS COURT ORDERS that, notwithstanding any language in any applicable

insurance policy to the contrary, (a) no insurer shall be entitled to be subrogated to or claim the

benefit of the Directors' Charge, and (b) the Applicants' directors and officers shall only be

entitled to the benefit of the Directors' Charge to the extent that they do not have coverage under

any directors' and officers' insurance policy, or to the extent that such coverage is insufficient to

pay amounts indemnified in accordance with paragraph 30 of this Order.

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APPOINTMENT OF MONITOR

34. THIS COURT ORDERS that PwC is hereby appointed pursuant to the CCAA as the

Monitor, an officer of this Court, to monitor the business and financial affairs of the Applicants

with the powers and obligations set out in the CCAA or set forth herein and that the Applicants

and its shareholders, officers, directors, and Assistants shall advise the Monitor of all material

steps taken by the Applicants pursuant to this Order, and shall co-operate fully with the Monitor

in the exercise of its powers and discharge of its obligations and provide the Monitor with the

assistance that is necessary to enable the Monitor to adequately carry out the Monitor's functions.

35. THIS COURT ORDERS that the Monitor, in addition to its prescribed rights and

obligations under the CCAA, is hereby directed and empowered to:

(a) monitor the Applicants' receipts and disbursements;

(b) report to this Court at such times and intervals as the Monitor may deem appropriate

with respect to matters relating to the Property, the Business, and such other matters

as may be relevant to the proceedings herein;

(c) assist the Applicants, to the extent required by the Applicants, in its dissemination, to

the DIP Lender and its counsel of financial and other information as agreed to

between the Applicants and the DIP Lender which may be used in these proceedings

including reporting on a basis to be agreed with the DIP Lender;

(d) advise the Applicants in its preparation of the Applicants’ cash flow statements and

reporting required by the DIP Lender, which information shall be reviewed with the

Monitor and delivered to the DIP Lender and its counsel on a periodic basis, , or as

otherwise agreed to by the DIP Lender;

(e) advise the Applicants in its development of the Plan and any amendments to the Plan;

(f) assist the Applicants, to the extent required by the Applicants, with the holding and

administering of creditors’ or shareholders’ meetings for voting on the Plan;

(g) carry out its prescribed duties pursuant to the CRA ( as defined herein) and report to

this Court in respect thereof;

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(h) have full and complete access to the Property, including the premises, books, records,

data, including data in electronic form, and other financial documents of the

Applicants, to the extent that is necessary to adequately assess the Applicants'

business and financial affairs or to perform its duties arising under this Order;

(i) be at liberty to engage independent legal counsel or such other persons as the Monitor

deems necessary or advisable respecting the exercise of its powers and performance

of its obligations under this Order; and

(j) perform such other duties as are required by this Order or by this Court from time to

time.

36. THIS COURT ORDERS that the Monitor shall not take possession of the Property

and shall take no part whatsoever in the management or supervision of the management of the

Business and shall not, by fulfilling its obligations hereunder, be deemed to have taken or

maintained possession or control of the Business or Property, or any part thereof.

37. THIS COURT ORDERS that nothing herein contained shall require the Monitor to

occupy or to take control, care, charge, possession or management (separately and/or

collectively, "Possession") of any of the Property that might be environmentally contaminated,

might be a pollutant or a contaminant, or might cause or contribute to a spill, discharge, release

or deposit of a substance contrary to any federal, provincial or other law respecting the

protection, conservation, enhancement, remediation or rehabilitation of the environment or

relating to the disposal of waste or other contamination including, without limitation, the

Canadian Environmental Protection Act, the Ontario Environmental Protection Act, the Ontario

Water Resources Act, or the Ontario Occupational Health and Safety Act and regulations

thereunder (the "Environmental Legislation"), provided however that nothing herein shall

exempt the Monitor from any duty to report or make disclosure imposed by applicable

Environmental Legislation. The Monitor shall not, as a result of this Order or anything done in

pursuance of the Monitor's duties and powers under this Order, be deemed to be in Possession of

any of the Property within the meaning of any Environmental Legislation, unless it is actually in

possession.

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38. THIS COURT ORDERS that that the Monitor shall provide any creditor of the

Applicants with information provided by the Applicants in response to reasonable requests for

information made in writing by such creditor addressed to the Monitor. The Monitor shall not

have any responsibility or liability with respect to the information disseminated by it pursuant to

this paragraph. In the case of information that the Monitor has been advised by the Applicants is

confidential, the Monitor shall not provide such information to creditors unless otherwise

directed by this Court or on such terms as the Monitor and the Applicants may agree.

39. THIS COURT ORDERS that, in addition to the rights and protections afforded the

Monitor under the CCAA or as an officer of this Court, the Monitor shall incur no liability or

obligation as a result of its appointment or the carrying out of the provisions of this Order, save

and except for any gross negligence or wilful misconduct on its part. Nothing in this Order shall

derogate from the protections afforded the Monitor by the CCAA or any applicable legislation.

40. THIS COURT ORDERS that the Monitor, counsel to the Monitor, counsel to the

Director and counsel to the Applicants shall be paid their reasonable fees and disbursements, in

each case at their standard rates and charges, by the Applicants as part of the costs of these

proceedings. The Applicants are hereby authorized and directed to pay the accounts of the

Monitor, counsel for the Monitor, counsel for the Applicants and the Directors on a weekly basis

and, in addition, the Applicants is hereby authorized to pay to the Monitor, counsel to the

Monitor, counsel to the Applicants, such reasonable retainers as may be requested to be held by

them as security for payment of their respective fees and disbursements outstanding from time to

time.

41. THIS COURT ORDERS that the Monitor and its legal counsel shall pass their

accounts from time to time, and for this purpose the accounts of the Monitor and its legal counsel

are hereby referred to a judge of the Commercial List of the Ontario Superior Court of Justice.

42. THIS COURT ORDERS that for the purpose of this Order, the fees and disbursements

of the Monitor and its counsel may also include the fees and disbursements of PwC as Proposal

Trustee and Interim Receiver, in the Proposal Proceedings and those of its counsel in such

respects.

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43. THIS COURT ORDERS that the Monitor, counsel to the Monitor, if any, counsel to

the Directors and the Applicants’ counsel shall be entitled to the benefit of and are hereby

granted a charge (the "Administration Charge") on the Property, except that the

Administration Charge shall not attach to the Comstock CRA Accounts or the Holdback

Accounts, nor to any real property owned by any of the Applicants which is subject to an

existing mortgage and charge in favour to BMO which charge shall not exceed an aggregate

amount of $750,000, (of which amount, $50,000 shall be allocated to counsel for the Directors)

as security for their respective professional fees and disbursements incurred at the standard rates

and charges of the Monitor and such counsel, both before and after the making of this Order in

respect of these proceedings and in respect of the Proposal Proceedings. The Administration

Charge shall have the priority set out in paragraphs 50 and 52 hereof.

44. THIS COURT ORDERS that the Proposal Trustee, the Interim Receiver and counsel

to the Proposal Trustee and the Interim Receiver shall also be entitled to the benefit of the

Administration Charge for their respective professional fees and disbursements to the extent of

any unpaid fees and disbursements which remain owing with regard to the Proposal Proceedings

after the commencement of these proceedings.

DIP FINANCING

45. THIS COURT ORDERS that the Applicant is hereby authorized and empowered to

obtain and borrow under a Debtor-in-Possession Demand Revolving Credit Facility from BMO

(the "DIP Lender") in order to finance the Applicant's working capital requirements and other

general corporate purposes and capital expenditures, provided that borrowings under such credit

facility shall not exceed CDN $7,800,000 unless permitted by further Order of this Court. (the

“DIP Credit Facility”).

46. THIS COURT ORDERS that the DIP Credit Facility shall be on the terms and subject

to the conditions set forth in the commitment letter between the Applicant and the DIP Lender

dated July 9, 2013 (the "Commitment Letter"), to be filed.

47. THIS COURT ORDERS that the Applicants are hereby authorized and empowered to

execute and deliver such credit agreements, mortgages, charges, hypothecs and security

documents, guarantees and other definitive documents (collectively, the "Definitive

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Documents"), as are contemplated by the Commitment Letter or as may be reasonably required

by the DIP Lender pursuant to the terms thereof, and the Applicants are hereby authorized and

directed to pay and perform all of their indebtedness, interest, fees, liabilities and obligations to

the DIP Lender under and pursuant to the Commitment Letter and the Definitive Documents as

and when the same become due and are to be performed, notwithstanding any other provision of

this Order.

48. THIS COURT ORDERS that the DIP Lender shall be entitled to the benefit of and is

hereby granted a charge (the "DIP Lender’s Charge") on the Property, except that the DIP

Lender’s Charge shall not attach to the Comstock CRA Accounts, or the Holdback Accounts and

which DIP Lender's Charge shall not secure an obligation that exists before this Order is made.

The DIP Lender’s Charge shall have the priority set out in paragraphs 50 and 52 hereof.

49. THIS COURT ORDERS that, notwithstanding any other provision of this Order:

(a) the DIP Lender may take such steps from time to time as it may deem necessary or

appropriate to file, register, record or perfect the DIP Lender’s Charge or any of the

Definitive Documents;

(b) upon the occurrence of an event of default under the Definitive Documents or the DIP

Lender’s Charge, the DIP Lender is not required to make any advances to the

Applicant under the DIP Credit Facility and, upon two (2) days notice to the

Applicants and the Monitor, may exercise any and all of its rights and remedies

against the Applicants or the Property under or pursuant to the Commitment Letter,

Definitive Documents and the DIP Lender’s Charge, including without limitation, to

cease making advances to the Applicants and set off and/or consolidate any amounts

owing by the DIP Lender to the Applicants against the obligations of the Applicants

to the DIP Lender under the Commitment Letter, the Definitive Documents or the

DIP Lender’s Charge, to make demand, accelerate payment and give other notices, or

to apply to this Court for the appointment of a receiver, receiver and manager or

interim receiver, or for a bankruptcy order against the Applicants and for the

appointment of a trustee in bankruptcy of the Applicants; and

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(c) the foregoing rights and remedies of the DIP Lender shall be enforceable against any

trustee in bankruptcy, interim receiver, receiver or receiver and manager of the

Applicants or the Property.

50. THIS COURT ORDERS AND DECLARES that the DIP Lender shall be treated as

unaffected in any plan of arrangement or compromise filed by the Applicants under the CCAA,

or any proposal filed by the Applicants under the BIA , with respect to any advances made under

the Definitive Documents.

VALIDITY AND PRIORITY OF CHARGES CREATED BY THIS ORDER

51. THIS COURT ORDERS that the priorities of the Directors’ Charge, the DIP

Lender’s Charge and the Administration Charge, as between them, shall be as follows:

First Administration Charge (to the maximum amount of CDN$750,000);

Second DIP Lender’s Charge (to the maximum amount of CDN$7,800,000)

Third Directors Charge (to the maximum amount of CDN$4,600,000.

52. THIS COURT ORDERS that the filing, registration or perfection of the Directors

Charge, DIP Lender’s Charge and the Administration Charge (collectively, the "Charges") shall

not be required, and that the Charges shall be valid and enforceable for all purposes, including as

against any right, title or interest filed, registered, recorded or perfected subsequent to the

Charges coming into existence, notwithstanding any such failure to file, register, record or

perfect.

53. THIS COURT ORDERS that each of the, the Director Charge, the DIP Lender’s

Charge and the Administration Charge (all as constituted and defined herein) shall constitute a

charge on the Property, except that the Director’s Charge, the DIP Lender’s Charge and the

Administration Charge shall not attach to the Comstock CRA Accounts, or the Holdback

Accounts and the Administration Charge and the Director’s Charge shall not attach to any real

property owned by any of the Applicants which is subject to an existing mortgage and charge in

favour to BMO, and such Charges shall rank in priority to all security interests, trusts, liens,

construction liens, trust claims (whether or not perfected or preserved), charges and

39

encumbrances, claims of secured creditors, statutory or otherwise (collectively,

"Encumbrances") in favour of any Person, provided that the DIP Lender’s Charge shall be

subordinate to the existing mortgages and charges of BMO on any real property owned by any of

the Applicants which secures the amount of the indebtedness of Comstock outstanding to BMO

prior to the date of this Order.

54. THIS COURT ORDERS that except as otherwise expressly provided for herein, or

as may be approved by this Court, the Applicants shall not grant any Encumbrances over any

Property, that rank in priority to, or pari passu with, any of the Directors’ Charge, DIP Lender’s

Charge and the Administration Charge, unless the Applicants also obtains the prior written

consent of the Monitor and the beneficiaries of the Directors’ Charge, DIP Lender’s Charge and

the Administration Charge, or further Order of this Court.

55. THIS COURT ORDERS that the Directors’ Charge, the Administration Charge and

the DIP Lender’s Charge shall not be rendered invalid or unenforceable and the rights and

remedies of the chargees entitled to the benefit of the Charges (collectively, the "Chargees")

thereunder shall not otherwise be limited or impaired in any way by (a) the pendency of these

proceedings and the declarations of insolvency made herein; (b) any application(s) for

bankruptcy order(s) issued pursuant to BIA, or any bankruptcy order made pursuant to such

applications; (c) the filing of any assignments for the general benefit of creditors made pursuant

to the BIA; (d) the provisions of any federal or provincial statutes; or (e) any negative covenants,

prohibitions or other similar provisions with respect to borrowings, incurring debt or the creation

of Encumbrances, contained in any existing loan documents, lease, sublease, offer to lease or

other agreement (collectively, an "Agreement") which binds the Applicants, and

notwithstanding any provision to the contrary in any Agreement:

(a) the creation of the Charges, shall neither create nor be deemed to constitute a breach

by the Applicants of any Agreement to which it is a party;

(b) the payments made by the Applicants pursuant to this Order and the granting of any

of the Charges, do not and will not constitute preferences, fraudulent conveyances,

transfers at undervalue, oppressive conduct, or other challengeable or voidable

transactions under any applicable law.

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SEALING OF CONFIDENTIAL MATERIALS

56. THIS COURT ORDERS that Confidential Exhibit “J” to the Birkbeck Affidavit and

the Unaudited Financial Statements for the Applicants be and are hereby sealed until further

Order of this Court.

SERVICE AND NOTICE

57. THIS COURT ORDERS that the Monitor shall (i) without delay, publish in The Globe

and Mail (National Edition) and the Daily Commercial News a notice containing the information

prescribed under the CCAA, (ii) within five days after the date of this Order, (A) make this

Order publicly available in the manner prescribed under the CCAA, (B) send, in the prescribed

manner, a notice to every known creditor who has a claim against the Applicants of more than

$1000, and (C) prepare a list showing the names and addresses of those creditors and the

estimated amounts of those claims, and make it publicly available in the prescribed manner, all

in accordance with Section 23(1)(a) of the CCAA and the regulations made thereunder.

58. THIS COURT ORDERS that the Applicants and the Monitor be at liberty to serve this

Order, any other materials and orders in these proceedings, any notices or other correspondence,

by forwarding true copies thereof by prepaid ordinary mail, courier, personal delivery or

electronic transmission to the Applicants' creditors or other interested parties at their respective

addresses as last shown on the records of the Applicants and that any such service or notice by

courier, personal delivery or electronic transmission shall be deemed to be received on the next

business day following the date of forwarding thereof, or if sent by ordinary mail, on the third

business day after mailing.

59. THIS COURT ORDERS that the Applicants, the Monitor, and any party who has filed a

Notice of Appearance may serve any court materials in these proceedings by e-mailing a PDF or

other electronic copy of such materials to counsels' email addresses as recorded on the Service

List from time to time, and the Monitor may post a copy of any or all such materials on its

website at www.pwc.com.

60. THIS COURT ORDERS that personal service of the CCAA Application herein and this

Order shall be effected on the all persons by the publication in The Globe & Mail (National

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Edition) and the Daily Commercial News on one occasion of an advertisement substantially as

follows as soon as practicable:

Court File No. ________________


AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF COMSTOCK CANADA LTD., CCL EQUITIES INC., AND COMSTOCK REALTY INC.

TAKE NOTICE that:

An application pursuant to the Companies’ Creditors Arrangement Act,

R.S.C. 1985, c. C-36, as amended (the “CCAA”), was heard in respect of

Comstock Canada Ltd., CCL Equities Inc., and Comstock Realty Inc.

(together, the “Comstock Group”) and an Initial Order pursuant to the

CCAA was issued in respect of the Comstock Group on July 9, 2013 by

Ontario Superior Court of Justice (Commercial List) at 330 University

Avenue, Toronto, Ontario.

Any person wishing to dispute the Initial Order shall (a) apply to this Court

to vary or amend the Initial Order by no later than July 19, 2013 on two (2)

business days notice to any other party or parties likely to be affected by the

Initial Order; (b) serve a Notice of Motion and corresponding Motion

Record on (i) the Comstock Group c/o Gowling Lafleur Henderson LLP at 1

First Canadian Place, Suie1600-100 King Street West, Toronto, Ontario,

Attention: Alex MacFarlane and Frank Lamie; (ii) the Monitor c/o of

PricewaterhouseCoopers Inc., PwC Tower, 18 York Street, Suite 2600,

Toronto, Attention: Duncan Lau; and (c) file a copy of the Notice of Motion

and Motion Record along with proof of service with the Ontario Superior

Court of Justice (Commercial List) Court Office at 330 University Avenue,

Toronto, Ontario, by no later than Thursday, July 18, 2013.

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GENERAL

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

apply to this Court for advice and directions in the discharge of its powers and duties hereunder.

62. THIS COURT ORDERS that nothing in this Order shall prevent the Monitor from

acting as an interim receiver, a receiver, a receiver and manager, or a trustee in bankruptcy of the

Applicants, the Business or the Property.

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

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

effect to this Order and to assist the Applicants, the Monitor and their respective agents in

carrying out the terms of this Order. All courts, tribunals, regulatory and administrative bodies

are hereby respectfully requested to make such orders and to provide such assistance to the

Applicants and to the Monitor, as an officer of this Court, as may be necessary or desirable to

give effect to this Order, to grant representative status to the Monitor in any foreign proceeding,

or to assist the Applicants and the Monitor and their respective agents in carrying out the terms

of this Order.

64. THIS COURT ORDERS that each of the Applicants and the Monitor be at liberty and is

hereby authorized and empowered to apply to any court, tribunal, regulatory or administrative

body, wherever located, for the recognition of this Order and for assistance in carrying out the

terms of this Order, and that the Monitor is authorized and empowered to act as a representative

in respect of the within proceedings for the purpose of having these proceedings recognized in a

jurisdiction outside Canada.

65. THIS COURT ORDERS that, subject to paragraph 59, any interested party (including

the Applicants and the Monitor) may apply to this Court to vary or amend this Order on not less

than seven (7) days notice to any other party or parties likely to be affected by the order sought

or upon such other notice, if any, as this Court may order.

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

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

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MOTION RECORD (Returnable July 26, 2013) GOWLING L H LLP

Documents

Transcript of MOTION RECORD (Returnable July 26, 2013) GOWLING L H LLP