St. Marys Paper Corp\English\Motion Materials\Receivership OfStMarysPaperCorp_1

$: St. Marys Paper Corp\English\Motion Materials\Receivership OfStMarysPaperCorp_1$
CASSELS BRC~CKc. ,•,. ~~,t ;~ c ~

March 19, 2012

TO THE SERVICE LIST

Dear Sir or Madam:

[email protected]

tel: 416.860.6572

fax: 416.642.7150

file # 25522-7

Re: Receivership of St. Marys Paper Corp. (Court File NO. CV-11-9367-OOCL)

We are the lawyers for Ernst &Young Inc., in its capacity as receiver and receiver andmanager (the "Receiver") of all of the assets, property and undertaking of St. MarysPaper Corp. ("St. Marys").

Enclosed please find the Receiver's Notice of Motion seeking a sale approval andvesting order with respect to a proposed sale of certain of the assets, property andundertaking of St. Marys which will be spoken to at a 9:30 a.m. chambers appointmentbefore the Honourable Mr. Justice Campbell on March 22, 2012 at 330 Universityavenue, 8t" Floor, Toronto, Ontario.

The Receiver's full Motion Record, including the Receiver's Report to the Court insupport of the motion, will be served under separate cover.

If you intend on opposing this motion or otherwise intend on appearing at the hearing ofthe motion, please advise us at your earliest convenience.

Yours truly,

Joseph J. Bellissimo

JJB/dfEnclLegal'7302390.2

Ca55215 Brock &Blackwell LLP 2100 Scotia Plaza, 40 Kinq Street West, Toronto Canada MSH 3C2

tel 416.869.5300 fax 416.360.8877 www.casselsbrock.com

ST. MARYS PAPER CORP.SERVICE LIST

BLAKE CASSELS & GRAYDON LLP ERNST &YOUNG INC.199 Bay Street P.O. Box 251Suite 4000, Commerce Court West 222 Bay StreetToronto, ON MSL lA9 Toronto-Dominion Centre

Toronto ON MSK 1J7Michael McGrawTel: (416) 863-4247 Alex MorrisonEma11: tnichael.mcgi:•awcrblak.es.c~m Tel: (416) 941-7743

Fax: (416) 943-3300Marc Flynn Email: alex.marrison(a7ca.ey.comTel: (416) 863-2085Email: marc.flynn(a~blakes.com. Russell French

Tel: (416) 943-2215Lawyers foN International Forest Products LLC Fax: (416) 943-3300(formerly known as International Forest Email: [email protected] Corporation)

Simone CarvalhoTel: (416) 943-2085CASSELS BROOK & BLACKWELLFax: (416) 943-3300

2100 Scotia Plaza Email: simone.carvalho(c`~,ca.ey.com40 King Street WestToronto, ON MSH 3C2 Receiver

Joseph J. BellissimoWISHART LAW FIRM LLPTel: (416) 860-6572

Fax: (416)-642-7150 390 Bay Street

E-mail: [email protected]~r~~ Sault Ste Marie, ON P6A 1X2

Lawyers for Ernst &Young Inc. in its capacity Gordon Acton

as Receiver Tel: (705) 949-6700Fax: (705) 949-2465ST. MARYS PAPER CORP.

75 Huron Street Email: gacton(a)wishartlaw.com

Sault Ste Marie, ON P6A SP4J. Paul R. Cassan

Dennis Bunnell Tel: (705) 949-6700

Fax: (705) 942-4791 Fax: (705) 949-2465

Email: bonne ._dCrr?,stmarys-paper.com Email: pcassan(c~wisla~rtlaw.com

Debtor, and as administrator of the St. Marys Lawyers (Sault Ste Marae) for St. Marys

Paper Corp Employee Defined Contribution Paper Corp., and also as solicitor lien

Registered Pension Plan claimant

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WEIRFOULDS LLPThe Exchange Tower, Suite 1600P.O. Box 480, 130 King Street WestToronto, ON MSX 1 JS

Paul GuyTel: 416.947.5045Fax: 416-365-1876Email: pguy~~weirf'oulds.com

Lawyers (Toronto) for St. Marys Paper Corp.;Lawyers for Dennis Bunnell, John Lloyd &Dick O'Brien

MINISTRY OF NORTHERNDEVELOPMENT, MINES &FORESTRY—LEGAL SERVICES BRANCH

RM M2-24900 Bay StreetToronto, ON M7A 1 C3

Fax: (416) 327-0646

HER MAJESTY THE QUEEN IN RIGHT ROYAL BANK OF CANADAOF THE PROVINCE OF ONTARIO AS 180 Wellington St. W.REPRESENTED BY THE MINISTER OF 3`d FloorFINANCE Toronto, ON MSJ 1J1

Revenue Collections Branch, —and —Insolvency UnitPO Box 620 602 Queen St. East, 2°d Flr33 King Street West, 6th Floor Sault Ste Marie, ON P6A 2A4Oshawa, ON L1H 8H5

James CapiscioltoMarielle Chabot Commercial Account Manager - Manitoba,Senior Insolvency Officer Saskatchewan & NW OntarioEmail: marielle.chabot(~ontario.ca Tel: (705) 759-7050

Fax: (705) 759-4186Tel : (905) 433-5760

Email: james.capisciolta(a),nc~.camFax: (905) 436-4524

—and—

10117 Jasper Ave - 3rd Flr, Suite 302BUSET &PARTNERS L,LP1121 Barton St.

Edmonton, AB TSJ 1 W8

Thunder Bay, ON P7B SN3David Johnson

Richard J, BusetManager, Special Loans and Advisory

Tel: (807) 623-2500Services - Prairies

Fax: (807) 622-7808Tel: (780) 408-8606

Email: rbuset~),buset-partners.coinFax: (780) 448-6422Ema11: [email protected]

Lawyers for Royal Bank of Canada

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HER MAJESTY THE QUEEN IN RIGHT DEPARTMENT OF JUSTICEOF THE PROVINCE OF ONTARIO, AS The Exchange TowerREPRESENTED BY THE MINISTER OF 130 King Street West, Suite 3400NORTHERN DEVELOPMENT, MINES Toronto, ON MSX 1K6AND FORESTRYSuite 200, 70 Foster Drive Diane WintersSault Ste Marie, ON P6A 6V8 Tel: (416) 973-3172

Fax: (416)973-0810- and - Email: diane.winters(c~justice.gc.ca

Suite 200, 70 Foster DriveSault Ste Marie, ON P6A 6V8

Fax: (705) 670-5818 (mines/minerals)

- and -

Fax: (705) 945-5977 (forestry)

ASSETLINX CAPITAL INC. AVERY CONSTRUCTION LIMITED6655 Kitimat Road, Unit 4 940 Second Line WestMississauga, ON LSN 6J4 Sault Ste Marie, ON P6C 2E8

Fax: (866) 585-4812 Tel: (705) 759-4800Fax: (705) 759-6775

- and — Email: ,jeli;..averycarYStruction ershaw.ca

15 — 6400 Millcreek CriveMississauga, ON LSN 3E7

NEW NORTH FUELS INC. CATERPILLAR FINANCIAL SERVICES154 Highway 540B LIMITEDBox 520 5575 North Service RoadGore Bay, ON POP 1H0 Suite 600

Burlington, ON L7L 6M1-and-

Tel: (289) 313-12031000 Barrydowne Road Fax: (289) 313-1293Sudbury, ON P3A 3V3Email: sudbury~~newn.orthfuels.com

Fax: (705) 566-9095

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THE CORPORATION OF THE CITY OF BLANEY MCMURTRY LLPSAULT SAINT MARIE 2 Queen Street East99 Foster Drive Suite 1500Sault Ste Marie, ON P6A 5X6 Toronto, ON MSC 3G5

Nuala Kenny Domenico MagisanoTel: (705) 759-5407 Tel: (416) 593-2996Fax: (705) 759-5405 Fax: (416) 593-2977Email: [email protected] Email: dmagisano(a,7b(aney.com

TMS TRUCK CENTRE LTD. SMP EQUITY CORP.987 Great Northern Road 390 Bay StreetSault Ste Marie, ON P6A SK7 Suite 500

Sault Ste Marie, ON P6A 1X2Dave HarringtonTel: (705) 759-8280Fax: (705) 759-8343Email: [email protected]

KNUT HOLDINGS INC. ACTON EXPLORATION &390 Bay Street RESOURCES LTD.Suite 500 33 Pointe Des ChenesSault Ste Marie, ON P6A 1X2 Sault Ste Marie, ON P6A SK6

HENSON AND TREGONNING LOGGING 1022013 ONTARIO INC.LIMITED 1231 Peoples Road211 Brule Road Sault Ste Marie, ON P6C 3 W7Sault Ste Marie, ON P6A SK8

Fax: (705) 759-4816Tel: (705) 254-6114Fax: (705) 254-6995

COMMUNICATIONS, ENERGY & CALEYWRAYPAPERWORKERS UNION OF CANADA Labour/Employment Lawyers

5915 Airport Road, Suite 510 1600-65 Queen Street WestMississauga, ON L4V 1T1 Toronto, ON MSH 2M5

Tel: (905) 678-0800 Jesse KuglerFax: (905) 678-7868 Tel: 416-775-4677

Fax: 416-366-3293Email: kuglerj~caley~uray.co.n~.

Lawyers foN the Communications, Energy andPaperworkers Union of Canada

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HER MAJESTY THE QUEEN IN RIGHTNEAR NORTH CUSTOMS BROKERSOF THE PROVINCE OF ONTARIO, AS

REPRESENTED BY THE MINISTER OF INC.NORTHERN DEVELOPMENT, MINES 20 Elliott AvenueAND FORESTRY Barrie ON L4N 4V7

Ministry of the Attorney General Rosemary DumondCrown Law Office —Civil Law720 Bay Street, 8th Floor

Tel: (705) 739-0024Fax: (705) 726-0321

Toronto, ON M7A 2S9 Email: [email protected]

Christopher P. ThompsonTel: (416) 314-2080Fax: (416) 326-4181Email: [email protected]

ONTARIO POWER AUTHORITY AIRD & BERLIS LLP

120 Adelaide Street West Brookfield PlaceSuite 1600 181 Bay Street, Suite 1800Toronto, ON MSH 1T1 Box 754

Toronto, ON MSJ 2T9Michael LyleGeneral Counsel and Vice President, Legal, Harry M. FogulAboriginal and Regulatory Affairs Tel: (416) 865-7773Tel: 416-967-7474 Fes: (416) 863-1515Fax: 416-967-1947 E-mail: hfogul~airdberlis.co~nEma11: michael.lyle crpowerau.t.hority.on.ca

Lawyers for Ontario Power Authority

WEAVER SIMMO~TS LLP NORTHSHORE FOREST INC.

Brady Square 100 Old Nairn Road233 Brady Street Nairn Centre, ON POM 2L0Suite 400Sudbury, ON P3B 4H5 Paul Kallioinen

PresidentStephen Vrbanac Tel: 705-869-4020Tel: (705) 674-6421 Fax: 705-869-2966Fax: (705) 674-9948Email: snvrbanac(c_z~weaversimmons.com

Lawyers for New North Fuels Inc.

VICTOR L. FREIDIN, Q.C.

Barrister and Solicitor100 Adelaide Street WestSuite 705Toronto, ON MSI~ 1S3

Victor FreidinTel: (416) 861-1210Fax: (416) 863-1580Email: vfreidin~rogers.com

Lawyers for Northshore Forest Inc.

MINISTRY OF THE ENVIRONMENT

Ministry of the Attorney General135 St. Clair Avenue West10th FloorToronto ON M4V 1PS

Mario FaietaTel: (416) 314-6482Fax: (416) 314-6579E-mail: m~u~io.faieta~aene.gov.on.ca

FRASER MILNER CASGRAIN LLP PROVENZANO LAW

77 King Street West, Suite 400 Suite 301, 369 Queen Street EastToronto-Dominion Centre Sault Ste. Marie, ON P6A 1Z441st FloorToronto, ON MSK OA1 Christian Provenzano

Tel: 705-949-5411Daniel R. Dowdall Fax: 705-949-9899Tel: (416) 863-4700 Email: C;tiristi.a~~~cr)pz•ovenlanola~~.caFax: (416) 863-4592E-mail: dan.dowdall c~fmc-law.com Lawyers for Clergue Forest Management Inc.

Lawyers for the Independent Electricity SystemOperatorsT.E.S CONTRACT SERVICES INC, c.o.b. SHIBLEY RIGHTON LLPas THE EMPLOYMENT SOLUTION

250 University Avenue, Suite 70040 Holly Street, Suite 500 Toronto, ON MSH 3E5Toronto, ON M4S 3C3

Megan Marrie

Chris Lusignan Tel: (416) 214-5219

Tel: (416) 545-5021 Fax: (416) 214-5419

Fax: (416) 482-1825 Email::Mel;an.iVlarrie~i),:~hibleyrighton.co~Y~

Email: clarisl cr,tes.netThomas McRae

Vice President, Finance &Administration Tel: (416) 214-5206Fax: (416) 214-5400Email: thomas.mcrae~;shibleyrighton.com

Lawyers for Superior Land Management Inc.and Meakan FoNest Enterprises Inc.

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BORDEN LADNER GERVAIS LLP McLEAN & KERR LLP

Scotia Plaza 130 Adelaide Street West40 King Street West, 44th Flr Suite 2800Toronto, ON MSH 3Y4 Toronto, ON MSH 3P5

Roger Jaipargas Robin B. Cumine

Tel: (416) 367-6266 Tel: (416) 369-6624

Fax: (416) 361-7067 Fax: (416) 366-8571

Email: :CZ,[email protected] Email: [email protected]

Lawyers for Perry Videx LLCG.F. CamelinoTel: 416-369-6621Fax:[email protected] for CAFD Inc.

GREAT LAKES POWER TRANSMISSION CIBC MELON TRUST COMPANYHOLDINGS CORP.

320 Bay Street,2 Sackville Road P.O. Box 1,Sault Ste. Marie Toronto, ON MSH 4A6Ontario P6B 6J6

Vice President, Trust Services, EasternPatricia Bood Region

AECOM CONSTRUCTION GREAT LAKES POWER LIMITED

300 Town Centre Bvld., Suite 300 c/o Station Tower, 421 Bay StreetMarkham, Ontario L3R SZ6 Suite 604, Sault Ste. Marie

Ontario, P6A 1X3

ST. MARYS PAPER INC. ABITIBI POWER AND PAPERCOMPANY LIMITED C/O ABITIBI-

75 Huron Street PRICE INC.Sault Ste Marie, OntarioP6A SP4 Toronto-Dominion Centre,

Toronto, Ontario, MSK 1B3

BENNETT JONES LLP FRASER MILNER CASGRAIN LLP

One First Canadian Place 77 King Street West, Suite 400Suite 3400, P.O. Box 130 Toronto-Dominion CentreToronto, Ontario Toronto, ON, MSK OA1MSX lA4

Shayne Kukulo~viczRuth PromislowTel: 416-777-4688 Tel: 416-863-4740Fax: 416-863-1716 Fax: 4 l b-8Ca-4592Email: [email protected] [email protected]

Lawyers for SMS Fnergy-Engineering Inc. Lawyers for Caterpillar Financial ServicesLimited

CASCADES CONVERSION INC. CASCADES ENVIROPAC, A DIVISIONOF CASCADES CANADA ULC

404, BL. Marie-VictorinKingsey Falls, PQ JOA 1B0 404, BL. Marie-Victorin

Kingsley Falls, PQ JOA 1B0

ST. MARYS RENEWABLE ENERGY ST. MARYS RENEWABLE ENERGY LPCORP.

75 Huron Street75 Huron Street Sault Ste Marie, OntarioSault Ste Marie, Ontaxio P6A SP4P6A SP4

ESSAR STEEL ALGOMA INC. FINANCIAL SERVICES COMMISSIONOF ONTARIO

105 West St.Sault Ste Marie, Ontario 5160 Yonge Street, Box 85P6A 7B4 4th Floor

Toronto, ON M2N 6L9

Attention: Joaquin Zermeno

Court File No. CV-11-9367-OOCL

ONTARIOSUPERIOR COURT OF JUSTICE

(COMMERCIAL LIST)BETWEEN:

INTERNATIONAL FOREST PRODUCTS LLC (formerly known asINTERNATIONAL FOREST PRODUCTS CORPORATION)

- and -

ST. MARYS PAPER CORP.

Applicant

Respondent

APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCYANDINSOLVENCYACT, R.S.C. 1985, c.B-3, AS AMENDED, AND SECTION 101 OF THE

COURTS OF JUSTICE ACT, R.S.O. 1990, C. C.43, AS AMENDED

NOTICE OF MOTION(Returnable March 22, 2012)

Ernst &Young Inc., in its capacity as court-appointed receiver and receiver and manager

pursuant to section 243(1) of the Bankruptcy and Insolvency Act and section 101 of the Courts of

Justice Act (Ontario) (the "Receiver"), without security, of all of the assets, undertakings and

properties of St. Marys Paper Corp. ("St. Marys") will make a motion to be scheduled by the

Honourable Mr. Justice C. Campbell at 9:30 a.m. on March 22, 2012, or as soon after that time

as the motion can be heard, at 330 University Avenue, Toronto, Ontario.

PROPOSED METHOD OF HEARING: The motion will be heard orally.

THE MOTION IS FOR:

(a) An order substantially in the form attached as Schedule "A" to this notice of motion:

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(i) abridging and validating service of the notice of motion and the motion record in

accordance with the affidavits of service, including the method and timing of

notice, and service to the service list, together with a declaration the motion is

properly returnable and dispensing any further service upon any interested party

other than the persons served with the motion record;

(ii) approving the sale transaction (the "Transaction") contemplated by an agreement

of purchase and sale (the "Sale Agreement") between St. Marys, by Ernst &

Young Inc., solely in its capacity as court-appointed receiver and receiver and

manager and not in its personal or corporate capacity, as Seller and 2319839

Ontario Inc., as Purchaser (the "Purchaser") dated March 15, 2012 and appended

as a Confidential Appendix to the Second Report of the Receiver (the "Second

Report");

(iii) vesting in the Purchaser the right, title and interest, if any, of the Debtor and the

Receiver in and to the Purchased Assets described in the Sale Agreement (the

"Purchased Assets");

(iv) authorizing and directing the Receiver to, on the Debtor's behalf, terminate the

employment of all individuals employed by the Debtor as of and following the

date of the Appointment Order (other than any employee that was terminated in

writing by the Receiver on the Debtor's behalf following the date of the

Appointment Order) including, without limitation, all such employees on lay-off

or leave of absence of any kind (the "Employees"), effective at 11:59 p.m. on the

day immediately preceding the Closing Date (as defined in the Sale Agreement),

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by sending to each Employee on the Debtor's behalf written notice of termination

by registered mail to the last known address of such Employee based on the books

and records of the Debtor;

(v) declaring that the employment of each Employee be and is hereby deemed to be

terminated effective at 11:59 p.m. on the day immediately preceding the Closing

Date, whether or not such employee receives written notice of termination before

the Closing Date or at all;

(vi) if necessary, directing and declaring that the St. Marys Combined Heat and Power

(CHP III) Purchase Agreement dated November 5, 2010, made by and between

St. Marys Renewable Energy LP and Ontario Power Authority and all rights,

benefits and advantages to be derived therefrom (the "OPA Agreement") shall be

and is hereby deemed to be released, quit-claimed, assigned, transferred and set

over to the Purchaser by St. Marys Renewable Energy LP (the "Limited

Partnership") and St. Marys Renewable Energy Corp. (the "General Partner"),

without compensation, liability or obligation on the part of the Purchaser to the

Limited Partnership or the General Partner and subject to any rights of consent or

approval of the Ontario Power Authority set out in the OPA Agreement;

(vii) if necessary, directing the General Partner as the general partner of the Limited

Partnership to forthwith produce to the Receiver a true copy of all partnership

agreements) and other constating, management or governing documents and

agreements) relating to the Limited Partnership, the limited partnership units in

the Limited Partnership held by the Debtor, and the general partnership units in

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the Limited Partnership held by the General Partner, including all amendments to

such documents and agreements, any power of attorney granted to the General

Partner, the record of limited partners, the record of the General Partner and

copies of all minutes of meetings and resolutions of the partners of the Limited

Partnership, the General Partner, the board of directors and any committee of the

board of directors of the General Partner to the extent pertaining to the Limited

Partnership; and

(viii) directing that the Confidential Appendix to the Secarld Report remain confidential

and subject to a protective order of this Court and that it not form part of the

permanent court record except by further order of this Court made on notice to the

Receiver, International Forest Products Corporation ("IFP"), and the Purchaser.

(b) An order approving the Receiver's Second Report, along with the conduct and activities

of the Receiver as set out therein; and

(c) Such further and other relief as counsel may request and this Court deems just.

THE GROUNDS FOR THE MOTION ARE:

(i) the Receiver was appointed by Order of this Court dated December 29, 2011 (the

"Appointment Order"), effective December 30, 2011;

(ii) by Order of this Court dated January 18, 2012 (the "Sales Process Order"), the Court

approved a sales process authorizing the Receiver to conduct a process for the marketing

and sale of the assets, properties and undertakings of St. Marys;

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(iii) pursuant to the Sales Process Order, the Receiver negotiated the terms of the Sale

Agreement with the Purchaser;

(iv) pursuant to the terms of the Sale Agreement, the Purchaser requires, inter alia, that the

employment of all of the employees of St. Marys be terminated prior to closing of the

Transaction;

(v) St. Marys holds 99.99% of the limited partnership units of the Limited Partnership

(defined above), of which the General Partner (defined above) is the general partner;

(vi) the Purchaser has requested copies of any partnership agreements or other constating

documents and agreements or other documents in respect of the Limited Partnership and

upon receipt of such agreements the Purchaser has the option under the Sale Agreement,

if approved by the Court, to include St. Marys' limited partnership units as part of the

Purchased Assets;

(vii) despite requests by the Receiver to Mr. Gordon Acton (the principal of the General

Partner and one of the former principals of St Marys), the Receiver has not been provided

with a copy of any partnership agreements or other documents relating to the Limited

Partnership and accordingly seeks an order of the Court compelling production of such

agreements and documents in the event that they are not provided prior to the hearing of

this motion;

(viii) The Limited Partnership is a party to the OPA Agreement with the Ontario Power

Authority;

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(ix) pursuant to the Sale Agreement, the Receiver shall use reasonable efforts to obtain an

assignment by the Limited Partnership of the OPA Agreement to the Purchaser (subject

to any consent or approvals rights of the Ontario Power Authority under the OPA

Agreement) and a release of the Limited Partnership and the General Partner's right, title

and interest in the OPA Agreement;

(x) in the event that such an assignment and release of interest does not appear to be

forthcoming from Limited Partnership and the General Partner, the Sale Agreement

requires that the Receiver bring a motion seeking an order assigning the OPA Agreement

to the Purchaser, subject to any consent or approval of the Ontario Power Authority

required under the OPA Agreement, and an order releasing and quitclaiming any interest

of Limited Partnership and the General Partner in the OPA Agreement;

(xi) the Receiver has requested, through Mr. Gordon Acton, that Limited Partnership and the

General Partner effect the required assignment and release of interests, but, in the event

such agreement and cooperation is not obtained prior to the hearing of this motion, the

Receiver respectfully requests an order of the Court assigning the OPA Agreement to the

Purchaser, subject to any consent or approval of the Ontario Power Authority required

under the OPA Agreement, and an order releasing and quitclaiming any interest of

Limited Partnership and the General Partner in the OPA Agreement;

(xii) the Receiver believes that the Transaction is fair and commercially reasonable and is in

the best interests of the creditors of St. Marys, and recommends approval of the

Transaction in accordance with the terms of the Sale Agreement;

(xiii) IFP, as primary secured creditor of St. Marys, supports the approval of the Transaction;

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(xiv) the Receiver seeks a protective order over the Confidential Appendix to the Second

Report to preserve the confidentiality of the purchase price of the Transaction in order to

protect the confidential and commercially sensitive nature of that information and to

protect the integrity of any future marketing of the Purchased Assets by the Receiver in

the event that the Transaction, if approved by this Court, does not close as expected;

(xv) the further facts as set out in the Second Report;

(xvi) Section 34(2) of the Limited PartneYShip Act, R.S.O. 1990, c. L-16, as amended;

(xvii) Rules 1.04, 2.03, 3.02 and 37 of the Rules of Civil Procedure, R.R.O. 1990, Reg 195, as

amended; and

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

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

motion:

(a) the pleadings and proceedings herein;

(b) the Second Report, together with the appendices thereto; and

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

Legal*7246408.4

Date: March 19, 2011 CASSELS BROCK & BLACKWELL LLP2100 Scotia Plaza40 King Street WestToronto, Ontario MSH 3C2

Joseph J. Bellissimo LSUC#: 46555RTel: (416) 860-6572Fax: (416) 642-7150E-mail: [email protected]

Eleonore Morris LSUC#: 57518BTel: (416) 869-5352Fax: (416) 640.3166E-mail: [email protected]

Lawyers for Ernst &Young Inc. in its capacity asReceiver

TO: THE SERVICE LIST

Legal*7246408.4

SCHEDULE "A" TO NOTICE OF MOTION



(COMMERCIAL LIST)

THE HONOURABLE MR. ) ,THE DAY

NSTICE C. CAMPBELL ) OF MARCH, 2012

BETWEEN:

INTERNATIONAL FOREST PRODUCTS LLC (formerly known asINTERNATIONAL FOREST PRODUCTS CORPORATION)

- and -


Applicant

Respondent

APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCYANDINSOLVENCYACT, RS.C. 1985, c.B-3, AS AMENDED, AND SECTION 101 OF THE


APPROVAL AND VESTING ORDER

THIS MOTION, made by Ernst &Young Inc., in its capacity as the Court-appointed

receiver and receiver and manager (the "Receiver") of the undertaking, property and assets of St.

Marys Paper Corp. (the "Debtor") for an order, inter alia, approving the sale transaction (the

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

between St. Marys Paper Corp., by Ernst &Young Inc., solely in its capacity as court-appointed

receiver and receiver and manager and not in its personal or corporate capacity, as Seller, and

2319839 Ontario Inc., as Purchaser (the "Purchaser") dated March 15, 2012 and appended as

Confidential Appendix "~" to the Second Report of the Receiver dated March •, 2012 (the

~~~~~ ~-00001/5531289.2D

-2-

"Second Report"), and vesting in the Purchaser the right, title and interest, if any, of the Debtor

and the Receiver in and to the assets described in the Sale Agreement (the "Purchased Assets"),

was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the Second Report and on hearing the submissions of counsel for the

Receiver, counsel for International Forest Products LLC ("IFP"), counsel for the Purchaser,

[NAMES OF OTHER PARTIES APPEARING], no one appearing for any other person on the

service list, although properly served as appears from the Affidavit of Deborah Ferguson sworn

March •, 2012 filed:

1. THIS COURT ORDERS AND DECLARES that the time for service of the notice of

motion and the motion record be and is hereby abridged and that the motion is properly

returnable today and that the requirement for service of the notice of motion and motion record

upon interested parties, other than those served, is hereby dispensed with and that the service of

the notice of motion and the motion record as effected by the Receiver is hereby validated in all

respects.

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

and the execution of the Sale Agreement and the Ancillary Agreements (as such term is defined

in the Sale Agreement) by the Receiver is hereby authorized and approved, with such minor

amendments as the Receiver may deem necessary. The Receiver is hereby authorized and

directed to take such additional steps and execute such additional documents as may be

necessary or desirable for the completion of the Transaction and for the conveyance of the

Purchased Assets to the Purchaser.

3. THIS COURT ORDERS AND DECLARES that, effective upon delivery of a

Receiver's certificate to the Purchaser substantially in the form attached at Schedule A hereto

(the "Receiver's Certificate"), the St. Marys Combined Heat and Power (CHP III) Purchase

Agreement dated November 5, 2010, made by and between St. Mars Renewable Energy LP and

Ontario Power Authority and all rights, benefits and advantages to be derived therefrom (the

"OPA Agreement") shall be and is hereby deemed to be released, quit-claimed, assigned,

transferred and set over to the Purchaser by St. Marys Renewable Energy LP (the "Limited

Partnership") and St. Marys Renewable Energy Corp. (the "General Partner"), without

compensation, liability or obligation on the part of the Purchaser to the Limited Partnership or

P~~j~~9~1 ~-00001 /5531289.2D

-3-

the General Partner and subject to any rights of consent or approval of the Ontario Power

Authority set out in the OPA Agreement.

4. THIS COURT ORDERS AND DECLARES that upon the delivery of the Receiver's

Certificate to the Purchaser, all of: (a) the right, title and interest, if any, of the Debtor and the

Receiver in and to the Purchased Assets described in the Sale Agreement; and (b) the right, title

and interest of the Limited Partnership and, if any, the General Partner in and to the OPA

Agreement, shall vest absolutely in the Purchaser, free and clear of and from any and all security

interests (whether contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed

trusts (whether contractual, statutory, or otherwise), liens, executions, levies, charges, or other

financial or monetary claims, and all leasehold interests and related rights, whether or not they

have attached or been perfected, registered or filed and whether secured, unsecured or otherwise

(collectively, the "Claims") including, without limiting the generality of the foregoing: (i) any

encumbrances or charges created by the Order of the Honourable Mr. Justice C. Campbell dated

December 29, 2011 (the "Appointment Order"); (ii) all charges, security interests or claims

evidenced by registrations pursuant to the Personal Property Security Act (Ontario) or any other

personal property registry system; and (iii) those Claims listed on Schedule C hereto (all of

which are collectively referred to as the "Encumbrances", which term shall not include the

permitted encumbrances, easements and restrictive covenants listed on Schedule D) and, for

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

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

5. THIS COURT ORDERS that upon the registration in the Land Registry Office for the

Land Titles Division of Sault. Ste. Marie of an Application for Vesting Order in the form

prescribed by the Land Titles Act and/or the Land Registration Reform Act, the Land Registrar is

hereby directed to enter the Purchaser as the owner of all of the subject real property identified in

Schedule B hereto (the "Real Property") in fee simple, and is hereby directed to delete and

expunge from title to the Real Property all of the Claims listed in Schedule C hereto.

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

Claims, the net proceeds from the sale of the Purchased Assets (which, for certainty, includes the

OPA Agreement) shall stand in the place and stead of the Purchased Assets, and that from and

after the delivery of the Receiver's Certificate all Claims and Encumbrances shall attach to the

~~~j~(~~9~1 ~-0000 1 /5 53 1 289.2D

~~

net proceeds from the sale of the Purchased Assets with the same priority as they had with

respect to the Purchased Assets immediately prior to the sale, as if the Purchased Assets had not

been sold and remained in the possession or control of the person having that possession or

control immediately prior to the sale.

7. THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of

the Receiver's Certificate, forthwith after delivery thereof.

8. THIS COURT ORDERS that, notwithstanding:

(a) the pendency of these proceedings;

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

Bankruptcy and Insolvency Act (Canada) in respect of the Debtor and any

bankruptcy order issued pursuant to any such applications; and

(c) any assignment in bankruptcy made in respect of the Debtor;

the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on

any trustee in bankruptcy that may be appointed in respect of the Debtor (or, in respect of the

OPA Agreement, the Limited Partnership, the General Partner or any other partner of the

Limited Partnership) and shall not be void or voidable by creditors of the Debtor (or, in respect

of the OPA Agreement, the Limited Partnership, the General Partner or any other partner of the

Limited Partnership), nor shall it constitute nor be deemed to be a settlement, fraudulent

preference, assignment, fraudulent conveyance, transfer at undervalue, or other reviewable

transaction under the Bankruptcy and Insolvency Act (Canada) ("BIA") or any other applicable

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

pursuant to any applicable federal or provincial legislation.

9. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the

application of the Bulk Sales Act (Ontario).

10. THIS COURT ORDERS that the Receiver be and is hereby authorized and directed to,

on the Debtor's behalf, terminate the employment of all individuals employed by the Debtor as

of and following the date of the Appointment Order (other than any employee that was

~~~jL~~~~~-~ ~-00001/5531289.2D

-5-

terminated in writing by the Receiver on the Debtor's behalf following the date of the

Appointment Order) including, without limitation, all such employees on lay-off or leave of

absence of any kind (the "Employees"), effective at 11:59 p.m. on the day immediately

preceding the Closing Date (as defined in the Sale Agreement), by sending to each Employee on

the Debtor's behalf written notice of termination by registered mail to the last known address of

such Employee based on the books and records of the Debtor.

11. THIS COURT ORDERS AND DECLARES that the employment of each Employee be

and is hereby deemed to be terminated effective at 11:59 p.m. on the day immediately preceding

the Closing Date, whether or not such employee receives written notice of termination before the

Closing Date or at all.

12. THIS COURT ORDERS AND DECLARES that the Receiver shall not be liable for

any employee-related liabilities, including any successor employer liabilities as provided for in

section 14.06(1.2) of the BIA, other than such amounts as the Receiver may specifically agree in

writing to pay, or in respect of its obligations under sections 81.4(5) or 81.6(3) of the BIA or

under the Wage Earner Protection Program Act.

13. THIS COURT ORDERS AND DIRECTS that the General Partner as the general

partner of the Limited Partnership shall forthwith produce to the Receiver a true copy of all

partnership agreements) and other constating, management or governing documents and

agreements) relating to the Limited Partnership, the limited partnership units in the Limited

Partnership held by the Debtor, and the general partnership units in the Limited Partnership held

by the General Partner, including all amendments to such documents and agreements, any power

of attorney granted to the General Partner, the record of limited partners, the record of the

General Partner and copies of all minutes of meetings and resolutions of the partners of the

Limited Partnership, the General Partner, the board of directors and any committee of the board

of directors of the General Partner to the extent pertaining to the Limited Partnership.

14. THIS COURT ORDERS AND DIRECTS that Confidential Appendix "~" to the

Second Report shall remain confidential and subject to a protective order of this Court and shall

not form part of the permanent court record except by further order of this Court made on notice

to the Receiver, IFP and the Purchaser.

Q~~jG~3~(~~~~~1 ~-00001 /5531289.2D

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

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

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

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

requested to make such orders and to provide such assistance to the Receiver, as an officer of this

Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and

its agents in carrying out the terms of this Order.

~~~~q~~ ~-0000 ~ is s3 i zs~.2D

Schedule A —Form of Receiver's Certificate



(COMMERCIAL LIST)

BETWEEN;

INTERNATIONAL FOREST PRODUCTS LLC (formerly known ~sINTERNATIONAL FOREST PRODUCTS CORPORATION)

-and-


Applicant

Respondent

APPLICATION UNDER SUBSECTION 243(1) OF THE BANKRUPTCYANDINSOLVENCYACT, R.S.C. 1985, c.B-3, AS AMENDED, AND SECTION 101 OF THE


RECEIVER'S CERTIFICATE

RECITALS

A. Pursuant to an Order of the Honourable Justice Campbell of the Ontario Superior Courtof Justice (the "Court") dated December 29, 2012, Ernst &Young Inc. was appointed as thereceiver and receiver and manager (the "Receiver") of the undertaking, property and assets of St.Marys Paper Corp. (the "Debtor").

B. Pursuant to an Order of the Court dated March •, 2012, the Court approved theagreement of purchase and sale made as of March 15, 2012 (the "Sale Agreement") between St.Marys Paper Corp., by Ernst &Young Inc., solely in its capacity as court-appointed receiver andreceiver and manager and not in its personal or corporate capacity, as Seller, and 2319839Ontario Inc., as Purchaser (the "Purchaser") and provided for the vesting in the Purchaser of theDebtor's and the Receiver's right, title and interest in and to the Purchased Assets, which vestingis to be effective with respect to the Purchased Assets upon the delivery by the Receiver to thePurchaser of a certificate confirming (i) the payment by the Purchaser of the Purchase Price forthe Purchased Assets; (ii) that the conditions to Closing as set out in section 9.1 of the SaleAgreement have been satisfied or waived by the Seller; and (iii) the Transaction has beencompleted to the satisfaction of the Receiver.

P~~j~~ ~-00001 /5 531289.2D

-2-

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

THE RECEIVER CERTIFIES the following:

1. The Purchaser has paid and the Seller has received the Purchase Price for the PurchasedAssets payable on the Closing Date pursuant to the Sale Agreement;

2. The conditions to Closing as set out in section 9.1 of the Sale Agreement have beensatisfied or waived by the Seller;

[3. The Purchaser has exercised its option to acquire the LP Units and the LP Units areincluded in the Purchased Assets;] and

4. The Transaction has been completed to the satisfaction of the Receiver.

5. This Certificate was delivered by the Receiver at [TIME on [DATE].

ERNST &YOUNG INC., in its capacity asReceiver of the undertaking, property andassets of St. Marys Paper Corp., and not in itspersonal capacity

Per:

Q~~~~~} ~-0000 ~ is s3 i as~.zD

Name:

Title:

Schedule B — Purchased Assets (Real Property)

1. PIN 31193-0001 (LT), legally described as PCL 3545 SEC AWS; summer resort locationJC305 Stoney; District of Algoma;

2. PIN 31577-0009 (LT), legally described as PCL 561 SEC AWS; PT Land &landcovered with water Sault Ste. Marie; PT St. Mary's Island Sault Ste. Marie; PT the Laird& Henderson Mill Site Sault Ste. Marie PT 9 & 10 1R5861; S/T LT57299; Sault Ste.Marie;

3. PIN 31577-0012 (LT), legally described as PT the Laird &Henderson Mill Site Sault Ste.Marie; PT Hudson's Bay Company's Lands s/s Portage St. PL Town Plot of Sault Ste.Marie PT 15, 16 1R5861 s/t right as in T218158; s/t T454942; Sault Ste. Marie;

4. PIN 31577-0013 (LT), legally described as PT Hudson's Bay Company's Lands s/sPortage St PL Town Plot of Sault Ste. Marie PT 17 1R5861; Sault Ste. Marie;

5. PIN 31577-0014 (LT), legally described as PT the Laird &Henderson Mill Site Sault Ste.Marie PT 18 1R5861; Sault Ste. Marie;

6. PIN 31577-0015 (LT), legally described as PT St. Mary's Island Sault Ste. Marie PT 191R5861; Sault Ste. Marie;

7. PIN 31577-0016 (LT), legally described as PT St. Mary's Island Sault Ste. Marie PT 201R5861; Sault Ste. Marie;

8. PIN 31577-0026 (LT), legally described as PCL 11524 SEC AWS; PT Water LTAdjacent to St. Mary's Island Sault Ste. Marie PT 1, 2 1R7289; Sault Ste. Marie;

9. PIN 31577-0027 (LT), legally described as PCL 10280 SEC AWS; PT Water LT at the ftof the rapids in St. Mary's River Sault Ste. Marie PT 3 1R4409; Sault Ste. Marie;

10. PIN 31577-0032 (LT), legally described as PCL 1023 SEC AWS; PT Land &landcovered with water at the ft of rapids on St. Mary's river Sault Ste. Marie PT 1 1R5861;Sault Ste. Marie;

11. PIN 31577-0033 (LT), legally described as PCL 1023 SEC AWS; PT Land &landcovered with water at the ft of rapids on St. Mary's River Sault Ste. Marie PT 2, 31R5861; S/T LT57299; Sault Ste. Marie;

12. PIN 31577-0034 (LT), legally described as PCL 1023 SEC AWS; PT Land &landcovered with water at the ft of rapids on St. Mary's River Sault Ste. Marie PT 4 1R5861;Sault Ste. Marie;

13. PIN 31577-0035 (LT), legally described as PCL 1023 SEC AWS; PT Land &landcovered with water at the ft of rapids on St. Mary's River Sault Ste. Marie PT 5-71R5861; S/T LT254163; Sault Ste. Marie;

~~~~~ ~-0000 1/553 1 289.2D

14. PIN 31577-0037 (LT), legally described as PCL 564 SEC AWS; PT Land &landcovered with water Sault Ste Marie PT 12 1R5861; Sault Ste. Marie;

15. PIN 31577-0038 (LT), legally described as PCL 648 SEC AWS; PT Land &landcovered with water Sault Ste. Marie PT 13 1R5861; Sault Ste Marie;

16. PIN 31577-0039 (LT), legally described as PCL 881 SEC AWS; PT Land &landcovered with water Sault Ste. Marie PT 11 1R5861; Sault Ste. Marie;

17. PIN 31577-0050 (LT), legally described as PCL 561 SEC AWS; PT Land &landcovered with water Sault Ste. Marie PT 8 1R5861; Sault Ste. Marie

~~,~~~ ~-00001 /5531289.2D

Schedule C — Claims to be deleted and expunged from title to Reel Property

1. As against each of PIN 31193-0001 (LT); PIN 31577-0013 (LT); PIN 31577-0032 (LT);PIN 31577-0035 and PIN 31577-0050 (LT):

a. Registration No. AL17374 -APL (General) registered June 8, 2007 from RSMRichter Inc.;

b. Registration No. AL17378 -APL Vesting Order registered June 8, 2007 in theamount of $300,000 from the Ontario Superior Court of Justice to St. MarysPaper Corp.;

c. Registration No. AL17381 - Charge registered June 8, 2007 in the amount of$17,000,000 in favour of Her Majesty the Queen in Right of Ontario asRepresented by the Minister of Northern Development and Mines;

d. Registration No. AL54515 - Notice of Lease registered June 3, 2009 in favour ofSt. Marys Renewable Energy Corp.;

e. Registration No. AL80260 - Charge registered December 8, 2010 in the amountof $8,800,000 in favour of Her Majesty the Queen in Right of the Province ofOntario, as represented by the Minister of Northern Development, Mines andForestry;

f. Registration No. AL80265 — Notice regarding AL17381 registered December 8,2010 in favour of Her Majesty the Queen in Right of the Province of Ontario, asrepresented by the Minister of Northern Development, Mines and Forestry;

g. Registration No. AL83236 - Charge registered March 3, 2011 in the amount of$12,000,000 in favour of International Forest Products Corporation;

h. Registration No. AL88243 -Lien registered July 4, 2011 in the amount of$122,834 in favour of Her Majesty the Queen in Right of Ontario as representedby the Minister of Revenue.

2. As against each of PIN 31577-0009 (LT); PIN 31577-0012 (LT); PIN 31577-0014 (LT);PIN 31577-0015 (LT); PIN 31577-0016 (LT); PIN 31577-0027 (LT); PIN 31577-0033(LT); PIN 31577-0034 (LT); PIN 31577-0037 (LT); PIN 31577-0038 (LT); PIN 31577-0039 (LT):

a. Registration No. AL17374 -APL (General) registered June 8, 2007 from RSMRichter Inc.;

~~~~~ ~-00001 /55 31289.2D

b. Registration No. AL17378 -APL Vesting Order registered June 8, 2007 in theamount of $300,000 from the Ontario Superior Court of Justice to St. MarysPaper Corp.;

c. Registration No. AL17381 - Charge registered June 8, 2007 in the amount of$17,000,000 in favour of Her Majesty the Queen in Right of Ontario asRepresented by the Minister of Northern Development and Mines;

d. Registration No. AL54515 - Notice of Lease registered June 3, 2009 in favour ofSt. Marys Renewable Energy Corp.;

e. Registration No. AL80260 - Charge registered December 8, 2010 in the amountof $8,800,000 in favour of Her Majesty the Queen in Right of Ontario, asRepresented by the Minister of Northern Development, Mines and Forestry;

f. Registration No. AL80265 - Notice registered December 8, 2010 in favour of HerMajesty the Queen in Right of Ontario, as Represented by the Minister ofNorthern Development, Mines and Forestry;

g. Registration No. AL83236 - Charge registered March 3, 2011 in the amount of$12,000,000 in favour of International Forest Products Corporation;

h. Registration No. AL88243 -Lien registered July 4, 2011 in the amount of$122,834 in favour of the Her Majesty the Queen in Right of Ontario asrepresented by the Minister of Revenue;

i. Registration No. AL94715 - Construction Lien registered November 8, 2011 inthe amount of $130,149 in favour of Aecom Canada Ltd.,

j. Registration No. AL96415 - Certificate registered December 16, 2011 re:Certificate of Action, AL94715.

3. As against PIN 31577-0026 (LT):

a. Registration No. LT130084 - Notice of Lease registered August 20, 1984 infavour of Abitibi Power &Paper Company Limited; [NTD — Purchaser toconfirm]

b. Registration No. LT132064 - Assignment of Lease registered December 3, 1984in favour of St. Marys Paper Inc.; [NTD — Purchaser to confirm]

c. Registration No. AL17374 -APL (General) registered June 8, 2007 from IZSIVIRichter Inc.;

d. Registration No. AL17378 -APL Vesting Order registered June 8, 2007 in theamount of $300,000 from the Ontario Superior Court of Justice to St. MarysPaper Corp.;

~~~jGC~}~l ~-0000 1 /5 53 1 289.2D

e. Registration No. AL17381 - Charge registered June 8, 2007 for $17,000,000 i~favour of Her Majesty the Queen in Right of Ontario, as Represented by theMinister of Northern Development and Mines;

£ Registration No. AL54515 - Notice of Lease registered June 3, 2009 in favour ofSt. Marys Renewable Energy Corp.;

g. Registration No. AL80260 - Charge registered December 8, 2010 in the amountof $8,800,000 in favour of Her Majesty the Queen in Right of Ontario, asRepresented by the Minister of Northern Development, Mines and Forestry;

h. Registration No. AL80265 — Notice re: AL17381 registered December 8, 2010 infavour of Her Majesty the Queen in Right of Ontario, as Represented by theMinister of Northern Development, Mines and Forestry;

i. Registration No. AL83236 - Charge registered March 3, 2011 in the amount of$12,000,000 in favour of International Forest Products Corporation;

j. Registration No. AL88243 -Lien registered July 4, 2011 in the amount of$122,834 in favour of the Her Majesty the Queen in Right of Ontario asrepresented by the Minister of Revenue;

k. Registration No. AL94715 - Construction Lien registered November 8, 2011 inthe amount of $130,149 in favour of Aecom Canada Ltd.;

1. Registration No. AL96415 - Certificate registered December 16, 2011 re:Certificate of Action, AL94715.

~~~~~ ~-00001 /5531289.2D

Schedule D — Permitted Encumbrances, Reference Plans, Easements and RestrictiveCovenantsrelated to the Real Property

(unaffected by the Vesting Order)

Registration Type of Instrument (General) Registered asNo. a ainst PIN No.

Certificate re: Provisional Certificate of Approval 31193-0001 (LT)1. LT126831 under the Environmental Protection Act

Transfer of Easement in favour of The 31577-0009 (LT)2. LT57299 International Bridge Authority of Michigan 31577-0033 (LT)

Heritage By-law —The Corporation of the City of 31577-0012 (LT)3. T234205 Sault Ste. Marie re: Historic Sites 31577-0014 (LT)

31577-0009 (LT)31577-0032 (LT)31577-0033 (LT)31577-0034 (LT)

4. LT58071By-law —The Corporation of the City of Sault 31577-0035 (LT)Ste. Marie 31577-0037 (LT)

31577-0038 (LT)31577-0039 (LT)31577-0050 (LT)

By-law —The Corporation of the City of Sault 31577-0012 (LT)5. T429687 Ste. Marie re: Historic Site designation

Transfer of Easement in favour of Great Lakes 31577-0012 (LT)6. T454942 Power Limited

Notice of Agreement between Great Lakes Power 31577-0012 (LT)

7. AL31987Limited in favour of Great Lakes Power 31577-0035 (LT)Transmission Holding Corp.

Charge (of easement) from Great Lakes Power 31577-0012 (LT)

8. AL32021Transmission Holding Corp. in favour of CIBC 31577-0035 (LT)Mellon Trust Company

Notice — Application to Register Notice of31577-0009 (LT)

9. AL9468 Heritage Easement Agreement31577-0033 (LT)31577-0037 (LT)

~~~~~~ ~-0000 1/553 1 289.2D


31577-0032 (LT)By-law —The Corporation of the City of Sault 31577-0033 (LT)

10. LT122661 Ste. Marie - to designate properties as being of 31577-0034 (LT)architectural and/or historical value or interest 31577-0035 (LT)

31577-0032 (LT)

11. LT254162Court Order — Ontario Superior Court of Justice - 31577-0033 (LT)amending legal description 31577-0034 (LT)

31577-0035 (LT)

12. LT254163Transfer of Easement in favour of Great Lakes 31577-0035 (LT)Power Limited

13. AL27724Land Registrar's Order — to add LT254163 to the 31577-0035 (LT)document pool

14. AR42 Plan Reference31577-0009 (LT)31577-0033 (LT)31577-0009 (LT)31577-0012 (LT)31577-0013 (LT)31577-0014 (LT)31577-0015 (LT)31577-0016 (LT)31577-0027 (LT)

15. 1R5861 Plan Reference31577-0032 (LT)31577-0033 (LT)31577-0034 (LT)31577-0035 (LT)31577-0037 (LT)31577-0038 (LT)31577-0039 (LT)31577-0050 (LT)

31577-0013 (LT)16. 1R3620 Plan Reference 31577-0035 (LT)



~~~~~~1 ~-00001 /5531289.2D


31577-0012 (LT)31577-0014 (LT)

19, 1R4409 Plan Reference31577-0015 (LT)31577-0016 (LT)31577-0027 (LT)

20. 1R4438 Plan Reference31577-0012 (LT)


22. 187289 Plan Reference31577-0026 (LT)

31577-0032 (LT)23. 188541 Plan Reference 31577-0050 (LT)

~~~jF~~(~~ ~-00001 /5531289.2D

INTERNATIONAL FOREST PRODUCTS LLC (formerly known as

INTERNATIONAL FOREST PRODUCTS CORPORATION)

-and

- ST. MARYS PAPER CORD,

Court Fil

e No. CV-11-9367-OOCL

Applicant

Resp

onde

nt

ONTARIO

SUPERIOR COURT OF JUSTICE

Proc

eedi

ng commenced at To

ront

o

NOTICE OF MOTION

(Returnable March 23, 2012)

CASSELS BROOK & BLACKWELL LLP

2100 Sco

tia Pl

aza

40 King Str

eet West

Toront

o, Ont

ario

MSH 3C2

Jose

ph J. Bellissimo LSUC#:

46555R

Tel: (416) 860-65

72Fa

x: (416) 642-71

50E-mail: [email protected]

Eleo

nore

Morris LSUC# 57518B

Tel: (416) 869-53

52Fa

x: (416) 640.3166

E-mail: [email protected]

Lawyers fo

r Er

nst &Young Inc., in it

s capacity as

Receiver

Lega

l *7246408.4

St. Marys Paper Corp\English\Motion Materials\Receivership OfStMarysPaperCorp_1

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