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Court File No. CV-14-10800-00CL
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 PROPOSED PLAN
OF COMPROMISE OR ARRANGEMENT OF
HUSH HOMES INC., HUSH INC., 2122763 ONTARIO INC., 2142301 ONTARIO INC.
and 2164566 ONTARIO INC.
(collectively, the “Applicants”)
MOTION RECORD (returnable on August 31, 2015)
(Re: Sale of Lot 3 Silverthorn, Stay Extension to October 31, 2015, Increasing the
authorized borrowings under the DIP Commitment Letter and the DIP Lenders Charge to
$4.5 million and Approving Monitor’s Activities)
August 21, 2015
Wildeboer Dellelce LLP
Barristers and Solicitors
Suite 800
365 Bay Street
Toronto, ON M5H 2V1
Alfred Apps (LSUC # 27760I)
Email: [email protected]
Tel: (416) 361-6211
Fax: (416) 361-1790
Lawyers for the Applicants
Thornton Grout Finnigan LLP Barristers & Solicitors
Suite 3200, TD West Tower
100 Wellington Street West
P.O. Box 329, Toronto-Dominion Centre
Toronto, ON M5K 1K7
KylaE.M. Mahar (LSUC #44182G)
Email: [email protected]
Tel: (416) 304-0594
Fax: (416) 304-1313
Asim A. Iqbal (LSUC# 61884B)
Email: [email protected]
Tel: (416) 304-0595/Fax: (416) 304-1313
Litigation Agents for Wildeboer Dellelce LLP,
lawyers for the Applicants
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INDEX
Tab Document
1 Notice of Motion returnable on Monday, August 31, 2015
2 Affidavit of Naheel Suleman sworn on August 20, 2015
A Sale Agreement
B Initial Order dated January 19, 2015
C March 19th
Order
D Parcel register for Silverthorn Lot 3 as at August 11, 2015
E Amended DIP Commitment Letter
3 Draft Approval and Vesting Order, with blackline to Model Approval and
Vesting Order
4 Draft Order (Re: Sale of Lot 3 Silverthorn, Stay Extension to October 31,
2015, Increasing the authorized borrowings under the DIP Commitment
Letter and the DIP Lenders Charge to $4.5 million and Approving Monitor’s
Activities)
TAB 1
Court File No.: CV-14-10800-00CL
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 PROPOSED PLAN
OF COMPROMISE OR ARRANGEMENT OF
HUSH HOMES INC., HUSH INC., 2122763 ONTARIO INC., 2142301 ONTARIO INC. and 2164566 ONTARIO INC.
(collectively, the “APPLICANTS”)
NOTICE OF MOTION
(returnable on August 31, 2015)
(Re: Sale of Lot 3 Silverthorn, Stay Extension to October 31, 2015, Increasing the
authorized borrowings under the DIP Commitment Letter and the DIP Lenders Charge to
$4.5 million and Approving Monitor’s Activities)
Hush Homes Inc., Hush Inc., 2122763 Ontario Inc., 2142301 Ontario Inc.
(“SilverthornCo ”) and 2164566 Ontario Inc. (collectively, the “Applicants”) will make a
motion before a Judge of the Ontario Superior Court of Justice (Commercial List) on Monday,
August 31, 2015 at 10:00 o’clock in the morning, or as soon after that time as the motion can be
heard, at 330 University Avenue, in the City of Toronto.
PROPOSED METHOD OF HEARING: The motion is to be heard orally.
THE MOTION IS FOR:
1. An Approval and Vesting Order substantially in the form of the Order contained at Tab 3
of the Applicants’ Motion Record:
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(a) vesting in Naina Hosahalli Royalpad and Venkataramana Reddy Natesh Royalpad
(collectively, the “Purchasers”) pursuant to the purchase and sale agreement
between Naina Hosahalli Royalpad and Hush Homes Inc. dated May 13, 2011,
amended by the Amendment to Purchase and Sale Agreement dated May 13,
2011, and further amended by the Amendment to Agreement of Purchase and
Sale dated April 11, 2012 (collectively, the “Sale Agreement”) attached as
Exhibit “A” to the Affidavit of Naheel Suleman sworn on August 20, 2015 (the
“Suleman Affidavit”), the Applicants’ right, title and interest in and to the real
property known as Lot 3, Silverthorn and legally described as Lot 3, Plan 43M-
1843; City of Mississauga, being all of PIN 13213-4268 (LT) (the “Lot 3
Silverthorn”);
2. An Order in the form of the Order contained at Tab 4 of the Applicants’ Motion Record:
(a) abridging the time for service of the Notice of Motion and the Motion Record
herein and dispensing with further service thereof;
(b) extending the Stay Period (as defined in the First Amended and Restated Initial
Order dated January 19, 2015 (the “Initial Order”)), as extended most recently
by the Order of Justice Spence dated July 31, 2015 from August 31, 2015 to
October 31, 2015;
(c) increasing the amount the Applicants are authorized and empowered to obtain and
borrow from the MarshallZehr Group Inc. (the “DIP Lender”) pursuant to
paragraph 32 of the Initial Order and the corresponding amount of the DIP
Lenders’ Charge pursuant to paragraph 38 of Initial Order from $3,500,000.00 to
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$4,500,000.00, unless further amended and permitted by further Order of this
Court; and
(d) approving the Eighth Report of The Fuller Landau Group Inc., in its capacity as
the Court-appointed monitor of the Applicants (in such capacity, the “Monitor”),
to be filed (the “Monitor’s Eighth Report”) and approving the actions of the
Monitor as described therein; and
3. Such further and other relief as counsel may request and this Honourable Court may
deem just.
THE GROUNDS FOR THE MOTION ARE:
1. On January 19, 2015, the Applicants were granted protection under the Companies’
Creditors Arrangement Act (the “CCAA”) pursuant to the Order of Justice Penny dated January
19, 2015 (the “Initial Order”), as amended and restated on April 24, 2015 (the “First Amended
and Restated Initial Order”).
Approval of Sale of Silverthorn Lot 3
2. The Initial Order authorized and empowered the Applicants to complete the construction
of homes on lots owned by the Applicants but sold to end buyers (a “Sold Lot”);
3. The Applicants have substantially completed the construction of and had entered (pre-
filing) into an Agreement of Purchase and Sale (the “Sale”) with the Purchasers in respect of Lot
3 Silverthorn;
4. Consistent with the Initial Order, the Applicants require approval of the Sale to provide
the Purchasers with clear title to Lot 3 Silverthorn;
- 4 -
5. The Applicants have substantially completed construction of Lot 3 Silverthorn. Closing
of the Sale will be scheduled to occur immediately following receipt of the Occupancy
Certificate;
6. Pursuant to the Approval and Vesting Order, the Applicants seek distribution of the sale
proceeds as follows:
(a) First – payment of applicable property taxes, priority lien claims (if any), real
estate commissions payable and legal fees and disbursements related to the sale of
the Property;
(b) Second – in reduction of all amounts advanced by the DIP Lender under the DIP
Facility to enable the completion of the construction and sale of Silverthorn Lot 3,
which amount is to be determined by the Monitor; and
(c) Third – repayment of certain amounts owing under the first mortgage in favour of
MZ and the second mortgage in favour of CVC Ardellini Investments Inc.
(“CVC”) each registered against title to Lot 3 Silverthorn, as agreed among them
and approved by the Monitor;
7. The Monitor has obtained an opinion on the security held by MZ and CVC and will
report to this Court further on the anticipated distribution of the proceeds from the sale of Lot 3
Silverthorn;
Stay Extension
8. The Stay Period was extended recently to August 31, 2015;
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9. The Monitor and the Applicants have diligently administered the claims process for the
Applicants;
10. The Applicants are currently completing construction on two sold homes;
11. The Applicants are currently finalizing a CCAA plan with a view to filing their plan by
August 31, 2015 and expect to seek a meeting order shortly thereafter;
12. The Applicants have acted and continue to act with good faith and due diligence;
Increase in Authorized Limit under the DIP Commitment Letter to $4.5 million
13. As reported in the Monitor’s Seventh Report, the Applicants and the DIP Lender are in
the process of finalizing terms pursuant to which the development and construction of the
Silverthorn Project and Coronation Project will be transitioned to Aberdeen Homes
Limited (“Aberdeen”) as part of the Applicants proposed CCAA Plan anticipated to be
filed by August 31, 2015;
14. To ensure that there is financing in place to continue the construction of the sold lots,
address contingencies (including any delay in the closing of sold lots) and pay amounts
secured by the Administration Charge and other claims unaffected by the CCAA Plan,
the Applicants are seeking to increase the authorized borrowings under the DIP
Commitment Letter and the DIP Lender’s Charge from $3,500,000.00 to $4,500,000;
Monitor’s Activities
15. The Monitor has reported on its activities in its Eighth Report;
16. The Monitor is supportive of the relief sought by the Applicants;
17. Circumstances exist which make the Orders sought by the Applicants appropriate;
- 6 -
18. Sections 11 and 36 of the CCAA and the inherent and equitable jurisdiction of this Court;
19. Rules 1.04, 2.03, 3.02, 16.08 and 37 of the Rules of Civil Procedure, R.R.O. 1990, Reg.
194, as amended; and
20. 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:
21. The Affidavit of Naheel Suleman and the exhibits attached thereto sworn on August 20,
2015;
22. The Monitor’s Eighth Report, to be filed; and
23. Such further and other material as counsel may advise and this Honourable Court may
permit.
August 21, 2015
Wildeboer Dellelce LLP
Barristers and Solicitors
Suite 800
365 Bay Street
Toronto, Ontario M5H 2V1
Alfred Apps (LSUC # 27760I)
Email: [email protected]
Tel: (416) 361-6211
Fax: (416) 361-1790
Lawyers for the Applicants
Thornton Grout Finnigan LLP Barristers & Solicitors
Suite 3200, TD West Tower
100 Wellington Street West
P.O. Box 329, Toronto-Dominion Centre
Toronto, ON M5K 1K7
Kyla E.M. Mahar (LSUC #44182G)
Email: [email protected]
Tel: (416) 304-0594
Asim A. Iqbal (LSUC #61884B)
Email: [email protected]
Tel: (416) 304-0595
Fax: (416) 304-1313
Litigation Agents for Wildeboer Dellelce LLP,
lawyers for the Applicants
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TO: THIS HONOURABLE COURT
AND TO: THE ATTACHED SERVICE LIST
EMAIL SERVICE LIST
(AS AT August 21, 2015)
TO: WILDEBOER DELLELCE LLP
Barristers and Solicitors
Suite 800
365 Bay Street
Toronto, ON M5H 2V1
Alfred Apps
Tel: (416) 361-6211
Fax: (416) 361-1790
Email: [email protected]
Lawyers for the Applicants
AND TO: THORNTON GROUT FINNIGAN LLP Barristers and Solicitors
Suite 3200, TD West Tower
100 Wellington Street West
P.O. Box 329, Toronto-Dominion Centre
Toronto, Ontario M5K 1K7
Kyla Mahar
Tel: (416) 304-0594
Fax: (416) 304-1313
Email: [email protected]
Asim Iqbal
Tel: (416) 304-2012
Fax: (416) 304-1313
Email: [email protected]
Litigation Agents to Wildeboer Dellelce LLP, Lawyers for the Applicants
- 2 -
AND TO: CHAITONS LLP
5000 Yonge St., 10th Floor
Toronto, ON M2N 7E9
Harvey Chaiton Tel: (416) 218-1129
Fax: (416) 218-1849
Email: [email protected]
George Benchetrit Tel: (416) 218-1141
Fax: (416) 218-1841
Email: [email protected]
Lawyers for the Monitor, The Fuller Landau Group Inc.
AND TO: THE FULLER LANDAU GROUP INC.
151 Bloor Street, 12th
Floor
Toronto, ON M5S 1S4
Gary Abrahamson Tel: (416) 645-6524
Fax: (416) 645-6501
Email: [email protected]
Adam Erlich Tel: (416) 645-6560
Fax: (416) 645-6501
Email: [email protected]
David Filice Tel: (416) 645-6506
Fax: (416) 645-6501
Email: [email protected]
Court-appointed Monitor of the Applicants
- 3 -
AND TO: DEPARTMENT OF JUSTICE
Ontario Regional Office
The Exchange Tower, Box 36
130 King Street West
Suite 3400
Toronto ON M5X 1K6
Diane Winters
Tel: (416) 973-3172
Fax: (416) 973-0810
Email: [email protected]
Peter Zevenhuizen
Tel: (416) 952-8563
Fax: (416) 973-0810
Email: [email protected]
AND TO: HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF
ONTARIO AS REPRESENTED BY THE MINISTER OF FINANCE
Legal Services Branch
33 King Street West, 6th
Floor
Oshawa, ON L1H 8H5
Kevin O’Hara
Tel: (905) 433-6934
Fax: (905) 436-4510
Email: [email protected]
Dominique Tel: (905) 436-4554
Fax: (905) 436-4524
Email: [email protected]
AND TO: TOWN OF OAKVILLE
Corporation of the Town of Oakville
1225 Trafalgar Road
Oakville, ON L6H 0H3
Doug Carr, Town Solicitor
Tel: (905) 845-6601 Ext 3018
Fax: (905) 338-4184
Email: [email protected]
- 4 -
AND TO: SORBARA, SCHUMACHER, MCCANN LLP
31 Union Street East
Waterloo, ON N2J 1B8
Sam Sorbara Tel: (519) 741-8010 ext. 239
Fax: (519) 742-2442
Email: [email protected]
Lawyers for MarshallZehr Group Inc., DIP Lender
AND TO: AFFLECK GREENE MCMURTRY LLP
365 Bay Street
Suite 200
Toronto, ON M5H 2V1
Kyle J. Peterson
Tel: (416) 360-0327
Fax: (416) 360-5960
Email: [email protected]
Lawyers for MarshallZehr Group Inc., DIP Lender
AND TO: 2319472 ONTARIO INC.
2448 Lakeshore Road West, Suite 16
Oakville, ON L6L 1H7
Aneesah Muhammed
Tel: (647) 921-8364
Email: [email protected]
- 5 -
AND TO: GARFINKLE BIDERMAN LLP Barristers & Solicitors
1 Adelaide Street East, Suite 801
Toronto, ON M5C 2V9
Robin A. Dodokin
Tel: (416) 869-7617
Fax: (416) 869-0547
Email: [email protected]
Ronald Birken Tel: (416) 869-7604
Fax: (416) 869-0547
Email: [email protected]
David Fenig Tel: (416) 869-7609
Fax: (416) 869-0547
Email: [email protected]
Lawyers for Diversified Capital Inc.
AND TO: SR LAW LLP 120 Adelaide Street West
Suite 1000
Toronto, ON M5H 3V1
George N. Ruggiero Tel: (416) 363-2211 ext. 215
Fax: (416) 363-0645
Email: [email protected]
Lawyers for Diversified Capital Inc.
AND TO: 2168607 ONTARIO INC.
556 Edward Avenue
Richmond Hill, ON L4C 9Y5
Youssuf Goulam Tel: (905) 883-4333
Email: [email protected]
- 6 -
AND TO: CUNNINGHAM, SWAN, CARTY, LITTLE & BONHAM LLP
Suite 300, 27 Princess Street
Smith Robinson Building
Kingston, ON K7L 1A3
James L. McDonald Tel: (613) 546-8088
Fax: (613) 542-9814
Email: [email protected]
Kurt Pearson
Tel: (613) 546-8072
Fax: (613) 542-9814
Email: [email protected]
Lawyers for 2168607 Ontario Inc.
AND TO: ELGIN CREEK DEVELOPMENT CORP.
323 Smith Street
Brighton, ON K0K 1H0
Gary Vander Herberg
Tel: (613) 922-4141
Email: [email protected]
AND TO: GOLDMAN SLOAN NASH & HABER LLP
480 University Avenue, Suite 1600
Toronto, ON M5G 1V2
Brendan Bissell Tel: (416) 597-6489
Fax: (416) 597-3370
Email: [email protected]
Sanja Sopic Tel: (416) 597-7876
Fax: (416) 597-3370
Email: [email protected]
Lawyers for V.S. Capital Corporation
- 7 -
AND TO: GOODMANS LLP
Bay Adelaide Centre
333 Bay St., Suite 3400
Toronto, ON M5H 2S7
Joe Latham Tel: (416) 597-4211
Fax: (416) 979-1234
Email: [email protected]
Lawyers for CVC Ardellini Investments Inc.
AND TO: 2258488 ONTARIO LIMITED
2448 Lakeshore Road West, Suite 16
Oakville, ON L6L 1H7
Salmah Muhammed
Tel: (647) 921-8364
Email: [email protected]
AND TO: 2319457 ONTARIO INC.
2448 Lakeshore Road West, Suite 16
Oakville, ON L6L 1H7
Asma Muhammed Tel: (647) 921-8364
Email: [email protected]
AND TO: 2373903 ONTARIO INC.
56 Brockport Road
Toronto, ON M9W 5N1
Frank Delfatti Tel: (416) 741-2737
Email: [email protected]
AND TO: WESTMOUNT GUARANTEE SERVICES INC.
600 Cochrane Drive, Suite 205
Markham, ON L3R 5K3
Marlon Brown Tel: (647) 499-8249 x 205
Fax: (647) 494-9859
Email: [email protected]
- 8 -
AND TO: MORRISON FINANCIAL MORTGAGE CORPORATION
8 Sampson Mews, Suite 202
Toronto, ON M3C 05H
Graham Banks
Email: [email protected]
AND TO: DAVID CHONG
Barrister & Solicitor
Suite 202
1370 Don Mills Road
Don Mills, ON M3B 3N7
Tel: (416) 510-2233
Fax: (416) 510-2234
Email: [email protected]
Lawyers for Pace Developments Inc.
AND TO: ZAHERALI VISRAM 7 Laredo Court
Toronto, ON M2M 4H7
Email: [email protected]
AND TO: GROIA & COMPANY PROFESSIONAL CORPORATION
Wildeboer Dellelce Place
365 Bay Street, Suite 1100
Toronto, ON M5H 2V1
Martin Mendelzon
Tel: (416) 203-4475
Fax: (416) 203-9231
Email: [email protected]
Litigation Lawyers for Pace Developments Inc.
AND TO: THE BANK OF NOVA SCOTIA TRUST COMPANY
130 King Street West, 20th
Floor
Toronto, ON M5X 1K1
Karen Ford Tel: (416) 933-1482
Fax: (416) 866-7853
Email: [email protected]
- 9 -
AND TO: CASSELS BROCK & BLACKWELL LLP
2100 Scotia Plaza
40 King Street West
Toronto, ON M5H 3C2
Jane O. Dietrich
Tel: (416) 860-5223
Fax: (416) 640-3004
Email: [email protected]
Monique Sassi Tel: (416) 860 6886
Fax: (416) 640-3004
Email: [email protected]
Erin Craddock Tel: (416) 860-6480
Fax: (416) 644-9324
Email: [email protected]
Lawyers for the City of Mississauga
AND TO: DAVIS WEBB LLP 24 Queen Street East, Suite 800
Brampton, ON L6V 1A3
James Macdonald
Tel: (905) 451-6714 (ext 239)
Fax: (905) 454-1876
Email: [email protected]
Lawyers for Anita Simon and Christopher Pickett
AND TO: 2351127 ONTARIO INC. 729 Summer Park Crescent
Mississauga, ON L5B 4E6
Manoj Sheth Tel: (905) 591-1396 x 1 Email: [email protected]
- 10 -
AND TO: JUN LI
2400 Neyagawa Blvd. Unit 32
Oakville, ON L6H 7P5
Tel: (905) 582-7796
Email: [email protected]
AND TO: SYLVIA BANDOIAN
4-1267 Dorval Drive
Oakville, ON L6M 3Z4
Tel: (416) 275-3250
Email: [email protected]
AND TO: VENKAT ROYALPAD
5440 Razorbill Court
Mississauga, ON L5V 2C9
Tel: (905) 625-7799
Email: [email protected]
AND TO: MALICKI SANCHEZ
Barristers, Solicitors, Notaries
650 Lakeshore Road East
Mississauga, ON L5G 1J6
Marek S. Malicki
Tel: (905) 274-1650
Fax: (905) 274-1652
Email: [email protected]
Lawyers for Raquel Zapata & John Olarte
AND TO: ADEL & MONA KALILCA
946 Preston Manor Drive
Mississauga, ON L5V 2L5
Tel: (905) 755-9088
Email: [email protected]
- 11 -
AND TO: NAVNEET DHAMI & RANVIR RAI
872 Drysdale Drive
Mississauga, ON L5V 1X5
Tel: (905) 821-8638
Email: [email protected]/[email protected]
AND TO: KLEIN & SCHONBLUM ASSOCIATES
Box 2406
2901-2300 Yonge St.
Toronto, ON M4P 1E4
Simon Schonblum Tel: (416) 480-0221 Ext: 309
Fax: (416) 480-0017
Email: [email protected]
Lawyers for 1299068 Ontario Limited, Landlord
AND TO: STERLING BAILIFFS INC.
1001 Petrolia Road
Toronto, ON M3J 2X7
Norman Kerr Tel: (416) 701-1322
Fax: (416) 701-0005
Email: [email protected]
Earl Boeko Tel: (416) 701-1322
Fax: (416) 701-0005
Email: [email protected]
Bailiffs for 1299068 Ontario Limited, Landlord
- 12 -
AND TO: GOLDMAN, SPRING, KICHLER & SANDERS LLP
40 Sheppard Avenue West, Suite 700
Toronto, ON M2N6K9
Steven Kichler Tel: (416) 225-9400
Fax: (416) 225-4805
Email: [email protected]
Lawyers for Centra (Acquisitions) Inc.
AND TO: VISHWANTHS LAW
Barristers & Solicitors
197 County Court Blvd.
Suite 103
Brampton, ON L6W 4P6
Arjun Vishwanth
Tel: (905) 673-0185
Fax: (905) 908-9971
Email: [email protected]
Lawyers for Naina Hosahalli Royalpad and Venkataramana Reddy Natesh
Royalpad, the Purchasers of Lot 3 Silverthorn
COURIER SERVICE LIST
(AS AT August 21, 2015)
TO: SUMARCO INVESTMENTS LTD.
390 Birchmount Road
Scarborough, ON M1K 1M6
8
IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
AND IN THE MATTER OF A PROPOSED PLAN OF COMPROMISE OR ARRANGEMENT OF HUSH HOMES INC., HUSH INC., 2122763
ONTARIO INC., 2142301 ONTARIO INC. and 2164566 ONTARIO INC. (collectively, the “APPLICANTS”)
Court File No.: CV-14-10800-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Proceedings commenced at Toronto
NOTICE OF MOTION
(Re: Sale of Lot 3 Silverthorn, Stay Extension to October 31, 2015,
Increasing authorized borrowings under the DIP Commitment Letter to
$4.5 million and Approving Monitor’s Activities)
(Returnable on August 31, 2015)
Wildeboer Dellelce LLP Barristers and Solicitors Suite 800 365 Bay Street Toronto, ON M5H 2V1 Alfred Apps (LSUC # 27760I) Email: [email protected] Tel: (416) 361-6211 Fax: (416) 361-1790 Lawyers for the Applicants
Thornton Grout Finnigan LLP Barristers & Solicitors Suite 3200, TD West Tower 100 Wellington Street West P.O. Box 329, Toronto-Dominion Centre Toronto, ON M5K 1K7 Kyla E.M. Mahar (LSUC# 44182G) Email: [email protected] Tel: (416) 304-0594 Asim A. Iqbal (LSUC #61884B) Email: [email protected] Tel: (416) 304-0595\Fax: (416) 304-1313 Litigation Agents for Wildeboer Dellelce LLP, lawyers for the Applicants
TAB 2
EXHIBIT “A”
EXHIBIT “B”
EXHIBIT “C”
EXHIBIT “D”
EXHIBIT “E”
TAB 3
Court File No.: CV-14-10800-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
THE HONOURABLE MR.
JUSTICE ►
)
)
)
MONDAY, THE 31ST
DAY OF AUGUST, 2015
IN THE MATTER OF THE COMPANIES’ CREDITORS
ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
AND IN THE MATTER OF A PROPOSED PLAN
OF COMPROMISE OR ARRANGEMENT OF
HUSH HOMES INC., HUSH INC., 2122763 ONTARIO INC., 2142301 ONTARIO INC.
and 2164566 ONTARIO INC.
APPROVAL AND VESTING ORDER
(Re: Lot 3, Silverthorn)
THIS MOTION, made by the Applicants for an order approving the sale transaction (the
“Transaction”) contemplated by a purchase and sale agreement between Hush Homes Inc. and
Naina Hosahalli Royalpad (“N. Royalpad”) dated May 13, 2011, amended by the Amendment to
Purchase and Sale Agreement dated May 13, 2011, and further amended by the Amendment to
Agreement of Purchase and Sale dated April 11, 2012 (collectively, the “Sale Agreement”) and
appended as Exhibit “A” to Affidavit of Naheel Suleman sworn on August 20, 2015 (the
“Suleman Affidavit”) with title confirmed to be taken in the names of by N. Royalpad and
Venkataramana Reddy Natesh Royalpad (collectively, the “Purchasers”) as joint tenants, and
vesting in the Purchasers the Applicants’ right, title and interest in and to the real property
- 2 -
described in Schedule “B” hereto (the “Property”), was heard this day at 330 University
Avenue, Toronto, Ontario.
ON READING the Suleman Affidavit and the Exhibits thereto and the Eighth Report of
the Monitor dated August ►, 2015 and on hearing the submissions of counsel for Fuller Landau
Group Inc. in its capacity as Court-appointed Monitor of the Applicants (in such capacity, the
“Monitor”) and of counsel appearing on the Counsel Slip, no one appearing for any other person
on the service list, although properly served as appears from the affidavit of Bobbie-Jo Brinkman
sworn on August ►, 2015, filed:
1. THIS COURT ORDERS AND DECLARES that the Applicants, in consultation with
the Monitor, are hereby authorized and directed to take such additional steps and execute such
additional documents as may be necessary or desirable for the completion of the Transaction and
for the conveyance of the Property to the Purchasers.
2. THIS COURT ORDERS AND DECLARES that upon the delivery of a Monitor’s
certificate to the Purchasers substantially in the form attached as Schedule A hereto (the
“Monitor’s Certificate”), all of the Applicants’ right, title and interest in and to the Property
shall vest absolutely in the Purchasers, 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, 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 Initial Order of
Justice Penny dated January 19, 2015 (the “Initial Order”); (ii) all charges, security interests or
- 3 -
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
Property are hereby expunged and discharged as against the Property.
3. THIS COURT ORDERS that upon the registration in the Land Registry Office for the
Land Titles Division of Peel 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 Purchasers as the owner of the Property, identified in Schedule B hereto, in fee simple,
and is hereby directed to delete and expunge from title to the Property all of the Claims listed in
Schedule C hereto.
4. THIS COURT ORDERS that, subsequent to the delivery of the Monitor’s Certificate
and as soon as reasonably practicable, the proceeds from the sale of the Property shall be
distributed by the Monitor as follows:
(a) First – payment of applicable property taxes, priority lien claims (if any), real
estate commissions payable and legal fees and disbursements related to the sale of
the Property;
(b) Second – in reduction of all amounts advanced by MarshallZehr Group Inc.
(“MZ”) under the DIP Facility approved pursuant to the Amended and Restated
Initial Order to enable the completion of the construction and sale of the Property,
which amount is to be determined by the Monitor;
- 4 -
(c) Third – repayment of certain amounts owing under the first mortgage in favour of
MZ and the second mortgage in favour of CVC Ardellini Investments Inc. each
registered against title to the Property, as agreed among them and approved by the
Monitor.
5. THIS COURT ORDERS AND DIRECTS the Monitor to file with the Court a copy of
the Monitor’s Certificate, forthwith after delivery thereof.
6. 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 Applicants and any
bankruptcy order issued pursuant to any such applications; and
(c) any assignment in bankruptcy made in respect of the Applicants;
the vesting of the Property in the Purchasers pursuant to this Order shall be binding on any
trustee in bankruptcy that may be appointed in respect of the Applicants and shall not be void or
voidable by creditors of the Applicants, nor shall it constitute nor be deemed to be a fraudulent
preference, assignment, fraudulent conveyance, transfer at undervalue, or other reviewable
transaction under the Bankruptcy and Insolvency Act (Canada) 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.
7. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the
application of the Bulk Sales Act (Ontario).
- 5 -
8. 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 Monitor 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 Monitor, as an officer of this
Court, as may be necessary or desirable to give effect to this Order or to assist the Monitor and
its agents in carrying out the terms of this Order.
____________________________________
Schedule A – Form of Monitor’s Certificate
Court File No. CV-14-10800-00CL
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 PROPOSED PLAN
OF COMPROMISE OR ARRANGEMENT OF
HUSH HOMES INC., HUSH INC., 2122763 ONTARIO INC., 2142301 ONTARIO INC.
and 2164566 ONTARIO INC.
MONITOR’S CERTIFICATE
RECITALS
A. Pursuant to an Order of the Honourable Mr. Justice Penny of the Ontario Superior Court
of Justice (the “Court”) dated January 19, 2015 and amended and restated on April 24, 2015 (the
“Amended and Restated Initial Order”), The Fuller Landau Group Inc. was appointed as the
Monitor (the “Monitor”) of the undertaking, property and assets of Hush Homes Inc., Hush Inc.,
2122763 Ontario Inc., 2142301 Ontario Inc. and 2164566 Ontario Inc. (collectively, the
“Applicants”).
B. Pursuant to an Order of the Court dated August 31, 2015, the Court approved the
purchase and sale agreement between Hush Homes Inc. and Naina Hosahalli Royalpad (“N.
Royalpad”) dated May 13, 2011, amended by the Amendment to Purchase & Sale Agreement
dated May 13, 2011, and further amended by the Amendment to Agreement of Purchase and
Sale dated April 11, 2012 (collectively, the “Sale Agreement”) and appended as Exhibit “A” to
Affidavit of Naheel Suleman sworn on August 20, 2015 (the “Suleman Affidavit”) with title
- 2 -
confirmed to be taken in the names of by N. Royalpad and Venkataramana Reddy Natesh
Royalpad (collectively, the “Purchasers”) and provided for the vesting in the Purchasers of the
Applicants’ right, title and interest in and to the Property, which vesting is to be effective with
respect to the Property upon the delivery by the Monitor to the Purchasers of a certificate
confirming (i) the payment by the Purchasers of the Purchase Price for the Property; (ii) that the
conditions to Closing have been satisfied or waived by the Monitor and the Purchasers; and (iii)
the Transaction has been completed to the satisfaction of the Monitor.
C. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in
the Sale Agreement.
THE MONITOR CERTIFIES the following:
1. The Purchasers have paid and the Monitor has received the Purchase Price for the
Property payable on the Closing Date pursuant to the Sale Agreement;
2. The conditions to Closing have been satisfied or waived by the Monitor and the
Purchasers; and
3. The Transaction has been completed to the satisfaction of the Monitor.
3. This Certificate was delivered by the Monitor at ________ [TIME] on _______ 2015.
THE FULLER LANDAU GROUP INC., in its
capacity as Monitor of the undertaking,
property and assets of Hush Homes Inc.,
Hush Inc., 2122763 Ontario Inc., 2142301
Ontario Inc. and 2164566 Ontario Inc. and
not in its personal capacity
Per:
Name:
Title:
Schedule B – Property
The real property with the following legal description:
Lot 3, Plan 43M-1843; City of Mississauga, being all of PIN 13213-4268 (LT).
Schedule C – Claims to be deleted and expunged from title to Real Property
Date Registration
Number
Instrument Type
2012/01/30 PR2144008 Notice
2012/09/04 PR2260550 Charge
2012/09/04 PR2260555 Charge
2013/06/13 PR2382932 Charge
2013/06/13 PR2382979 Postponement
2013/06/13 PR2382980 Postponement
2013/10/11 PR2447202 Charge
2013/10/15 PR2447264 Postponement
2013/10/15 PR2447265 Postponement
Schedule D – Permitted Encumbrances, Easements and Restrictive Covenants
related to the Real Property
(unaffected by the Vesting Order)
Date Registration
Number
Instrument Type
1959/06/15 TT120053 Notice
1962/03/13 TT144298 Notice
1969/06/16 VS110705 Bylaw Pub Hghwy
1973/02/12 VS248789 Notice
1996/01/08 LT1610636 Notice
1997/10/01 LT1767050 Notice
1998/10/23 LT1879259 Notice
1998/10/23 LT1879260 Notice Agreement
2000/03/27 LT2057426 Notice
2010/04/23 PR1809146 Bylaw
2010/07/28 PR1866438 Notice
2011/06/23 43M1843 Plan Subdivision
2011/06/29 PR2027961 No Sub Agreement
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Revised: January 21, 2014
Court File No. : CV-14-10800-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
THE HONOURABLE MR.
JUSTICE ►
)
)
)
WEEKDAYMONDAY, THE #31ST
DAY OF MONTHAUGUST, 20YR2015
IN THE MATTER OF THE COMPANIES’ CREDITORS
ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
B E T W E E N: AND IN THE MATTER OF A PROPOSED PLAN
OF COMPROMISE OR ARRANGEMENT OF
HUSH HOMES INC., HUSH INC., 2122763 ONTARIO INC., 2142301 ONTARIO INC.
and 2164566 ONTARIO INC.
PLAINTIFF
Plaintiff
- and –
DEFENDANT
Defendant
APPROVAL AND VESTING ORDER
(Re: Lot 3, Silverthorn)
THIS MOTION, made by [RECEIVER'S NAME] in its capacity as the
Court-appointed receiver (the “Receiver”) of the undertaking, property and assets of [DEBTOR]
(the “Debtor”)the Applicants for an order approving the sale transaction (the “Transaction”)
contemplated by an agreement of purchase and sale (the “Sale Agreement”) between the Receiver
2
and [NAME OF PURCHASER] (the “Purchaser”) dated [DATE] and appended to the Report of
the Receiver dated [DATE] (the “Report”), and vesting in the Purchaser the Debtor’sa purchase
and sale agreement between Hush Homes Inc. and Naina Hosahalli Royalpad (“N. Royalpad”)
dated May 13, 2011, amended by the Amendment to Purchase and Sale Agreement dated May 13,
2011, and further amended by the Amendment to Agreement of Purchase and Sale dated April 11,
2012 (collectively, the “Sale Agreement”) and appended as Exhibit “A” to Affidavit of Naheel
Suleman sworn on August 20, 2015 (the “Suleman Affidavit”) with title confirmed to be taken in
the names of by N. Royalpad and Venkataramana Reddy Natesh Royalpad (collectively, the
“Purchasers”) as joint tenants, and vesting in the Purchasers the Applicants’ right, title and
interest in and to the assetsreal property described in the Sale AgreementSchedule “B” hereto (the
“Purchased AssetsProperty”), was heard this day at 330 University Avenue, Toronto, Ontario.
ON READING the ReportSuleman Affidavit and the Exhibits thereto and the
Eighth Report of the Monitor dated August ►, 2015 and on hearing the submissions of counsel for
the Receiver, [NAMES OF OTHER PARTIES APPEARING]Fuller Landau Group Inc. in its
capacity as Court-appointed Monitor of the Applicants (in such capacity, the “Monitor”) and of
counsel appearing on the Counsel Slip, no one appearing for any other person on the service list,
although properly served as appears from the affidavit of [NAME]Bobbie-Jo Brinkman sworn
[DATE]on August ►, 2015, filed1:
1 This model order assumes that the time for service does not need to be abridged. The motion seeking a vesting order
should be served on all persons having an economic interest in the Purchased Assets, unless circumstances warrant a
different approach. Counsel should consider attaching the affidavit of service to this Order.
3
1. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved,2
and the execution of the Sale Agreement by the Receiver3 is hereby authorized and approved, with
such minor amendments as the Receiver may deem necessary. The Receiver isApplicants, in
consultation with the Monitor, are hereby authorized and directed to take such additional steps and
execute such additional documents as may be necessary or desirable for the completion of the
Transaction and for the conveyance of the Purchased AssetsProperty to the PurchaserPurchasers.
2. THIS COURT ORDERS AND DECLARES that upon the delivery of a
ReceiverMonitor’s certificate to the PurchaserPurchasers substantially in the form attached as
Schedule A hereto (the “ReceiverMonitor’s Certificate”), all of the Debtor'sApplicants’ right,
title and interest in and to the Purchased Assets described in the Sale Agreement [and listed on
Schedule B hereto]4Property shall vest absolutely in the PurchaserPurchasers, 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, whether or not they have attached or been
perfected, registered or filed and whether secured, unsecured or otherwise (collectively, the
“Claims”5) including, without limiting the generality of the foregoing: (i) any encumbrances or
2 In some cases, notably where this Order may be relied upon for proceedings in the United States, a finding that the
Transaction is commercially reasonable and in the best interests of the Debtor and its stakeholders may be necessary.
Evidence should be filed to support such a finding, which finding may then be included in the Court's endorsement.
3 In some cases, the Debtor will be the vendor under the Sale Agreement, or otherwise actively involved in the
Transaction. In those cases, care should be taken to ensure that this Order authorizes either or both of the Debtor and
the Receiver to execute and deliver documents, and take other steps.
4 To allow this Order to be free-standing (and not require reference to the Court record and/or the Sale Agreement), it
may be preferable that the Purchased Assets be specifically described in a Schedule.
5 The "Claims" being vested out may, in some cases, include ownership claims, where ownership is disputed and the
dispute is brought to the attention of the Court. Such ownership claims would, in that case, still continue as against the
net proceeds from the sale of the claimed asset. Similarly, other rights, titles or interests could also be vested out, if the
4
charges created by the Initial Order of the Honourable Justice [NAME]Penny dated
[DATE]January 19, 2015 (the “Initial 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
AssetsProperty are hereby expunged and discharged as against the Purchased AssetsProperty.
3. THIS COURT ORDERS that upon the registration in the Land Registry Office for the
[Registry Division of {LOCATION} of a Transfer/Deed of Land in the form prescribed by the
Land Registration Reform Act duly executed by the Receiver][Land Titles Division of
{LOCATION}Peel of an Application for Vesting Order in the form prescribed by the Land Titles
Act and/or the Land Registration Reform Act]6, the Land Registrar is hereby directed to enter the
PurchaserPurchasers as the owner of the subject real propertyProperty, 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.
4. THIS COURT ORDERS that for the purposes of determining the nature and priority of
Claims, the net proceeds7 from the sale of the Purchased Assets shall stand in the place and stead of
the Purchased Assets, and that from and after the delivery of the Receiver', subsequent to the
Court is advised what rights are being affected, and the appropriate persons are served. It is the Subcommittee's view
that a non-specific vesting out of "rights, titles and interests" is vague and therefore undesirable.
6 Elect the language appropriate to the land registry system (Registry vs. Land Titles).
7 The Report should identify the disposition costs and any other costs which should be paid from the gross sale
proceeds, to arrive at "net proceeds".
5
delivery of the Monitor’s Certificate all Claims and Encumbrances shall attach to the netand as
soon as reasonably practicable, the 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 sale8, 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.Property shall be distributed by the
Monitor as follows:
(a) First – payment of applicable property taxes, priority lien claims (if any), real estate
commissions payable and legal fees and disbursements related to the sale of the
Property;
(b) Second – in reduction of all amounts advanced by MarshallZehr Group Inc.
(“MZ”) under the DIP Facility approved pursuant to the Amended and Restated
Initial Order to enable the completion of the construction and sale of the Property,
which amount is to be determined by the Monitor;
(c) Third – repayment of certain amounts owing under the first mortgage in favour of
MZ and the second mortgage in favour of CVC Ardellini Investments Inc. each
registered against title to the Property, as agreed among them and approved by the
Monitor.
5. THIS COURT ORDERS AND DIRECTS the ReceiverMonitor to file with the Court a
copy of the Receiver'Monitor’s Certificate, forthwith after delivery thereof.
8 This provision crystallizes the date as of which the Claims will be determined. If a sale occurs early in the insolvency
process, or potentially secured claimants may not have had the time or the ability to register or perfect proper claims
prior to the sale, this provision may not be appropriate, and should be amended to remove this crystallization concept.
6
6. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal
Information Protection and Electronic Documents Act, the Receiver is authorized and
permitted to disclose and transfer to the Purchaser all human resources and payroll
information in the Company's records pertaining to the Debtor's past and current
employees, including personal information of those employees listed on Schedule “●” to
the Sale Agreement. The Purchaser shall maintain and protect the privacy of such
information and shall be entitled to use the personal information provided to it in a manner
which is in all material respects identical to the prior use of such information by the Debtor.
6. 7. 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 DebtorApplicants and
any bankruptcy order issued pursuant to any such applications; and
(c) any assignment in bankruptcy made in respect of the DebtorApplicants;
the vesting of the Purchased AssetsProperty in the PurchaserPurchasers pursuant to this Order
shall be binding on any trustee in bankruptcy that may be appointed in respect of the
DebtorApplicants and shall not be void or voidable by creditors of the DebtorApplicants, nor shall
it constitute nor be deemed to be a fraudulent preference, assignment, fraudulent conveyance,
transfer at undervalue, or other reviewable transaction under the Bankruptcy and Insolvency Act
(Canada) 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.
7
7. 8. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the
application of the Bulk Sales Act (Ontario).
8. 9. 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 ReceiverMonitor 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 ReceiverMonitor, as an officer
of this Court, as may be necessary or desirable to give effect to this Order or to assist the
ReceiverMonitor and its agents in carrying out the terms of this Order.
____________________________________
Revised: January 21, 2014
Schedule A – Form of ReceiverMonitor’s Certificate
Court File No. __________CV-14-10800-00CL
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
B E T W E E N: AND IN THE MATTER OF A PROPOSED PLAN
OF COMPROMISE OR ARRANGEMENT OF
HUSH HOMES INC., HUSH INC., 2122763 ONTARIO INC., 2142301 ONTARIO INC.
and 2164566 ONTARIO INC.
PLAINTIFF
Plaintiff
- and –
DEFENDANT
Defendant
RECEIVERMONITOR’S CERTIFICATE
RECITALS
A. Pursuant to an Order of the Honourable [NAME OF JUDGE]Mr. Justice Penny of the
Ontario Superior Court of Justice (the “Court”) dated [DATE OF ORDER], [NAME OF
RECEIVER]January 19, 2015 and amended and restated on April 24, 2015 (the “Amended and
Restated Initial Order”), The Fuller Landau Group Inc. was appointed as the receiverMonitor
(the “ReceiverMonitor”) of the undertaking, property and assets of [DEBTOR] (the
“DebtorHush Homes Inc., Hush Inc., 2122763 Ontario Inc., 2142301 Ontario Inc. and 2164566
Ontario Inc. (collectively, the “Applicants”).
- 2 -
B. Pursuant to an Order of the Court dated [DATE],August 31, 2015, the Court approved the
agreement of purchase and sale made as of [DATE OF AGREEMENT] (the “Sale Agreement”)
between the Receiver [Debtor] and [NAME OF PURCHASER] (the “Purchaserpurchase and sale
agreement between Hush Homes Inc. and Naina Hosahalli Royalpad (“N. Royalpad”) dated May
13, 2011, amended by the Amendment to Purchase & Sale Agreement dated May 13, 2011, and
further amended by the Amendment to Agreement of Purchase and Sale dated April 11, 2012
(collectively, the “Sale Agreement”) and appended as Exhibit “A” to Affidavit of Naheel
Suleman sworn on August 20, 2015 (the “Suleman Affidavit”) with title confirmed to be taken in
the names of by N. Royalpad and Venkataramana Reddy Natesh Royalpad (collectively, the
“Purchasers”) and provided for the vesting in the PurchaserPurchasers of the Debtor’sApplicants’
right, title and interest in and to the Purchased AssetsProperty, which vesting is to be effective with
respect to the Purchased AssetsProperty upon the delivery by the ReceiverMonitor to the
PurchaserPurchasers of a certificate confirming (i) the payment by the PurchaserPurchasers of the
Purchase Price for the Purchased AssetsProperty; (ii) that the conditions to Closing as set out in
section ● of the Sale Agreement have been satisfied or waived by the ReceiverMonitor and the
PurchaserPurchasers; and (iii) the Transaction has been completed to the satisfaction of the
ReceiverMonitor.
C. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in
the Sale Agreement.
THE RECEIVERMONITOR CERTIFIES the following:
1. 1. The Purchaser hasPurchasers have paid and the ReceiverMonitor has received the
Purchase Price for the Purchased AssetsProperty payable on the Closing Date pursuant to the Sale
Agreement;
- 2 -
2. 2. The conditions to Closing as set out in section ● of the Sale Agreement have been
satisfied or waived by the ReceiverMonitor and the PurchaserPurchasers; and
3. The Transaction has been completed to the satisfaction of the ReceiverMonitor.
3. 4. This Certificate was delivered by the ReceiverMonitor at ________ [TIME] on
_______ [DATE].2015.
[NAME OF RECEIVER]THE FULLER
LANDAU GROUP INC., in its capacity as
ReceiverMonitor of the undertaking, property
and assets of [DEBTOR],Hush Homes Inc.,
Hush Inc., 2122763 Ontario Inc., 2142301
Ontario Inc. and 2164566 Ontario Inc. and not
in its personal capacity
Per:
Name:
Title:
Revised: January 21, 2014
Schedule B – Purchased AssetsProperty
The real property with the following legal description:
Lot 3, Plan 43M-1843; City of Mississauga, being all of PIN 13213-4268 (LT).
Revised: January 21, 2014
Schedule C – Claims to be deleted and expunged from title to Real Property
Date Registration
Number
Instrument Type
2012/01/30 PR2144008 Notice
2012/09/04 PR2260550 Charge
2012/09/04 PR2260555 Charge
2013/06/13 PR2382932 Charge
2013/06/13 PR2382979 Postponement
2013/06/13 PR2382980 Postponement
2013/10/11 PR2447202 Charge
2013/10/15 PR2447264 Postponement
2013/10/15 PR2447265 Postponement
Schedule D – Permitted Encumbrances, Easements and Restrictive Covenants
related to the Real Property
(unaffected by the Vesting Order)
Date Registration
Number
Instrument Type
1959/06/15 TT120053 Notice
1962/03/13 TT144298 Notice
1969/06/16 VS110705 Bylaw Pub Hghwy
1973/02/12 VS248789 Notice
1996/01/08 LT1610636 Notice
1997/10/01 LT1767050 Notice
1998/10/23 LT1879259 Notice
1998/10/23 LT1879260 Notice Agreement
2000/03/27 LT2057426 Notice
2010/04/23 PR1809146 Bylaw
2010/07/28 PR1866438 Notice
2011/06/23 43M1843 Plan Subdivision
2011/06/29 PR2027961 No Sub Agreement
IN T
HE
MA
TT
ER
OF
TH
E C
OM
PA
NIE
S’
CR
ED
ITO
RS A
RR
AN
GE
ME
NT
AC
T,
R.S
.C. 1985, c.
C-3
6, A
S A
ME
ND
ED
AN
D I
N T
HE
MA
TT
ER
OF
A P
RO
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Lit
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Document comparison by Workshare Compare on Thursday, August 20, 2015 4:04:51 PM
Input:
Document 1 ID interwovenSite://TGF-WSS01/Client/1319975/1
Description #1319975v1<Client> - S - Approval and Vesting Order - Revised January 21, 2014 [downloaded from Court website on July 3, 2014]
Document 2 ID interwovenSite://TGF-WSS01/Client/1316657/3
Description #1316657v3<Client> - Approval & Vesting Order [FINAL]
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TAB 4
Court File No.: CV-14-10800-00CL
ONTARIO
SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
THE HONOURABLE MR.
JUSTICE ►
)
)
)
MONDAY, THE 31ST
DAY OF AUGUST, 2015
IN THE MATTER OF THE COMPANIES’ CREDITORS
ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
AND IN THE MATTER OF A PROPOSED PLAN
OF COMPROMISE OR ARRANGEMENT OF
HUSH HOMES INC., HUSH INC., 2122763 ONTARIO INC., 2142301 ONTARIO INC.
and 2164566 ONTARIO INC.
(collectively, the “Applicants”)
ORDER
(Re: Extending Stay to October 31, 2015, Increasing the authorized borrowings under the
DIP Commitment Letter and the DIP Lenders Charge to $4.5 million and Approving
Monitor’s Activities)
THIS MOTION, made by the Applicants to (i) extend the Stay Period (as defined in the Initial
Order of Justice Penny dated January 19, 2015, as amended and restated on April 24, 2015 (as
amended and restated, the “Initial Order”), (ii) increase the authorized borrowings under the
DIP Commitment Letter and the DIP Lenders Charge to $4.5 million; and (iii) approve the
Monitor’s activities was heard this day at 330 University Avenue, Toronto, Ontario.
ON READING the Notice of Motion, the Affidavit of Naheel Suleman sworn on August 20,
2015 (the “Suleman Affidavit”), the Eighth Report of The Fuller Landau Group Inc. (“Fuller
Landau”) dated August ►, 2015 (the “Eighth Report”), in its capacity as the Court-appointed
monitor of the Applicants, and on hearing the submissions of counsel to the Applicants, the
Monitor and all other counsel listed on the Counsel Slip, no one appearing for any other person
on the service list, although properly served as appears from the Affidavit of Service of Bobbie-
Jo Brinkman sworn on August ►, 2015, filed:
Service
1. THIS COURT ORDERS that the time for service of the Notice of Motion, the Motion
Record and the Eighth Report is hereby validated such that this Motion is properly
returnable today and hereby dispenses with further service thereof.
Defined Terms
2. THIS COURT ORDERS that terms not defined herein shall have the meanings ascribed
to them in the Initial Order.
Extension of the Stay Period
3. THIS COURT ORDERS that the Stay Period be and is hereby extended to Saturday,
October 31, 2015.
Increase in Authorized Limit under the DIP Commitment Letter to $4.5 million
4. THIS COURT ORDERS that the amount the Applicants are authorized and empowered
to obtain and borrow from the MarshallZehr Group Inc. (the “DIP Lender”) pursuant to
paragraph 32 of the Initial Order and the corresponding amount of the DIP Lenders
Charge pursuant to paragraph 38 of the Initial Order shall be increased from
$3,500,000.00 to $4,500,000.00, unless further amended and permitted by further Order
of this Court.
Monitor’s Activities
5. THIS COURT ORDERS the Eighth Report and the conduct and activities of the
Monitor described therein be and are hereby approved.
Aid and Assistance of Other Courts
6. THIS COURT HEREBY REQUESTS the aid and recognition (including assistance
pursuant to s. 17 of the CCAA, as applicable) of any court or any judicial, regulatory or
administrative body in any province or territory of Canada and any judicial, regulatory or
administrative tribunal or other court constituted pursuant to the Parliament of Canada or
the legislature of any province or any court or any judicial, regulatory or administrative
body of the United States and of any other nation or state to act in aid of and to be
complementary to this Court in carrying out the terms of this Order.
_________________________
IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED
AND IN THE MATTER OF A PROPOSED PLAN OF COMPROMISE OR ARRANGEMENT OF HUSH HOMES INC., HUSH INC.,
2122763 ONTARIO INC., 2142301 ONTARIO INC. and 2164566 ONTARIO INC. (collectively, the “APPLICANTS”)
Court File No.: CV-14-10800-00CL
ONTARIO SUPERIOR COURT OF JUSTICE
(COMMERCIAL LIST)
Proceedings commenced at Toronto
ORDER DATED AUGUST 31, 2015
(Re: Extending Stay, Increasing the authorized borrowings under the
DIP Commitment Letter and approving the Monitor’s Activities)
Wildeboer Dellelce LLP
Barristers and Solicitors
Suite 800
365 Bay Street
Toronto, ON M5H 2V1
Alfred Apps (LSUC # 27760I)
Email: [email protected]
Tel: (416) 361-6211
Fax: (416) 361-1790
Lawyers for the Applicants
Thornton Grout Finnigan LLP Barristers & Solicitors
Suite 3200, TD West Tower
100 Wellington Street West
P.O. Box 329, Toronto-Dominion Centre
Toronto, ON M5K 1K7
Kyla E.M. Mahar (LSUC# 44182G)
Email: [email protected] / Tel: (416) 304-0594
Asim A. Iqbal (LSUC# 61884B)
Email: [email protected] / Tel: (416) 304-0595
Fax: (416) 304-1313
Litigation Agents for Wildeboer Dellelce LLP,
lawyers for the Applicants
IN T
HE
MA
TT
ER
OF
TH
E C
OM
PA
NIE
S’
CR
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ME
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.C. 1985, c.
C-3
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11
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:
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361
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04
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Asi
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16
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04
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4-1
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3
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