Ontario · CCAA

This Forty-Eighth Report of the Monitor (the “ Forty-Eighth Report ”) is to provide information to the Court on the following: (a) an update on the activities of the Monitor, including in respect of its role as court-appointed Interim Land Restructuring Officer of the Land Vehicle (as defined herein) (the “ LRO ”); and (b) the Land Vehicle’s actual receipts and disbursements to March 31, 2019 and the amended short term cash flow budget through December 31, 2019, attached as Appendix “ A ” to this Forty-Eighth Report, including the request, contained in the motion described below, to obtain authorization for the Land Vehicle and the LRO on behalf of the Land Vehicle to make any expenditures consistent with the amended short term cash flow budget. (c) the motion being brought by the Monitor for an Order substantially in the form attached as tab 3 to the Monitor’s Notice of Motion returnable May 3, 2019: i. confirming the authority of the Monitor, in its capacity as LRO, to execute, for and on behalf of Hamilton Nominee (as defined later herein), certain agreements related to the sale of certain lands owned by the Hamilton Nominee to 2668264 Ontario Inc. (“ Hamilton Studios ”) (referred to herein as the “ 242 Queen Street Transaction ”) and to perform its obligations thereunder; ii. confirming the authority of the Monitor, in its capacity as LRO, to execute, for and on behalf of the Land Vehicle (as defined later herein), certain agreements related to the sale of certain lands, interests in land, and other assets owned by the Land Vehicle to Stelco Inc. (“ Stelco ”) (referred to herein as the “ Burlington Street and Ponderosa Transaction ”) and to perform its obligations thereunder; iii. ordering that, effective upon the conveyance to Stelco (or its permitted assignee under the Purchase Agreement (defined below)) of the land assets being sold to Stelco pursuant to the Burlington and Ponderosa Transaction Documents (defined below), the LRO’s Charge, as defined in and created under Section 18 of the Interim Land Governance Order (defined below) and any security interest in favour of Her Majesty the Queen in Right of Ontario, as represented by the Minister of Finance will be automatically released and discharged against the Burlington Street (defined below) property and the Ponderosa Rights (defined below); iv. ordering and confirming that, if Stelco or any entity to whom Stelco assigns the Ponderosa Rights or the right to receive the transfer of the Ponderosa Rights, acquires the Ponderosa Property (as defined in the Purchase Agreement) in accordance with the Reconveyance Agreement (defined below), the Ponderosa Property will not be subject to the charge contemplated by Section 4(b) of the Land Transaction Order (defined below); v. ordering that, effective upon the conveyance to Hamilton Studios (or its permitted assignee under the 242 Queen Purchase Agreement (defined below)) of the real property being sold to Hamilton Studios pursuant to the 242 Queen Transaction Documents (defined below), the LRO’s charge as defined in and created under Section 18 of the Interim Land Governance Order (defined below) will be automatically released and discharged against the 242 Queen Street (defined below) property; vi. approving the amended short-term cash flow budget for the Land Vehicle (the “ Land Vehicle Budget ”) through December 31, 2019, and authorizing the Land Vehicle, and the LRO on behalf of the Land Vehicle, to make any expenditures consistent with the Land Vehicle Budget and make draw requests under the Province Land Vehicle Loan (defined below) if necessary to secure the necessary funds to make such expenditures; vii. ordering and directing the LRO to establish reserves in the aggregate amount of $3,500,000 (the “ Land Vehicle Cost Reserve ”) from the proceeds of the Burlington Street and Ponderosa Transaction (the “ Proceeds ”), as security for future costs and expenses of the Land Vehicle as set out in the Land Vehicle Budget; viii. ordering that, subject to the LRO retaining the Land Vehicle Cost Reserve, the LRO shall be authorized and directed to use the balance of the Proceeds: first, to repay the outstanding balance of the Province Land Vehicle Loan (defined below), provided that the Province Land Vehicle Loan shall remain available to the Land Vehicle and the LRO; and second, to pay the remaining net balance to Morneau Shepell Ltd. toward funding the Stelco Plans (defined below); and ix. approving this Forty-Eighth Report, and the Monitor’s Forty-First Report dated June 8, 2017, Forty-Second Report dated June 26, 2017, Forty-Third Report dated July 20, 2017 and Forty-Sixth Report dated December 14, 2017 (collectively with the Forty-Eighth Report, the “ Reports ” which are attached (without appendices) hereto as Appendix “ B ”), and the activities of the Monitor, including in its capacity as LRO, described in the Reports

Court officer report · 26 April 2019