I I File No. 99-CL-3514 I ONTARIO SUPERIOR COURT OF JUSTICE I (COMMERCIAL LIST) IN THE MATTER OF THE BUSINESS CORPORA TIONS ACT, I R.S.O. 1990, c. B-16, s. 182 AS AMENDED -and- I IN THE MATTER OF AN APPLICATION BY THE T. EATON COMPANY LIMITED RELATING TO A PROPOSED ARRANGEMENT INVOLVING THE I T. EATON COMPANY LIMITED AND ITS SECURITYHOLDERS AND 1381052 ONTARIO INC. I Applicant I MOTION RECORD OF RSM RICHTER INC. I in its capacity as Liquidator of Distributionco Inc. (VOLUME I OF II) FASKEN MARTINEAU DuMOULIN LLP I Banisters and Solicitors P0 Box 20, Suite 4200 ID Bank Tower I Toronto-Dominion Centre Toronto, ON M5K 1N6 I Edmond F. B. Lamek (LSUC No. 33338U) Carole J. Hunter (LSUC No. 430871) I Tel: (416) 366-8381 I Fax: (416) 364-7813 Solicitors for RSM Richter Inc., in its capacity I as Liquidator of Distributionco Inc. 1 I DM_TOR/2 12224-00917/2531954.1 I SERVICE LIST TO: GOODMANS I Suite 2400 250 Yonge Street I Toronto, ON M5B 2M6 Jay Carfagnini & Benjamin Zarnett Tel. 4169792211 I Fax. 4169791234 Solicitors to The Cadillac Fairview Corporation Limited I and its related companies AND TO: KOSKIE MINSKY I Suite 900 20 Queen Street West I Toronto, ON M5H 3R3 Andrew Hatnay Tel. 4169778353 I Fax. 4169773316 I Solicitors for the Employees and Retirees of Eaton's AND TO: BENNETT JONES LLP Suite 3400 I One First Canadian Place Toronto, ON M5X 1A4 S. Richard Orzy Tel. 4167775737 I Fax. 416 863 1716 I Solicitors for E.A. Salons Canada Ltd. AND TO: PUBLIC GUARDIAN AND TRUSTEE Toronto (Head Office) I 595 Bay Street Atrium on Bay, Suite 800 I Toronto, ON M5G 2M6 Tel. 4163142800 I Fax. 4163146190 I DMT0R1212224-00917/2420912 1 I I AND TO: CASSELS BROCK & BLACKWELL Scotia Plaza Suite 2100, 40 King Street West I Toronto, ON M5H 3C2 David Ward I Tel. 416 869 5975 Fax. 4163608877 I Solicitors for Jones New York, Ralph Lauren Polo, Warnaco Canada, Riviera Concepts, Springs Canada and Motopho Canada I AND TO: BLAKE CASSELS & GRAYDON 28th Floor Commerce Court West I Toronto, ON M5L 1A9 Pamela Huff I Tel. 416 863 2500 Fax. 4168632653 I Solicitors for The Hudson's Bay Company AND TO: OGILVY RENAULT I Suite 1100 200 King Street West I Toronto, ON M5H 3T4 Dana Fuller I Tel. 4162164000 Fax. 4162163930 I Solicitors for The Superintendent of Financial Services I I I I I I DM_T0R1212224-009 17/2420912.1 I I File No. 99CL-3514 I ONTARIO SUPERIOR COURT OF JUSTICE I (COMMERCIAL LIST) IN THE MATTER OF THE BUSINESS CORPORA TIONS ACT, I R.S.O. 1990, c. B-16, s. 182 AS AMENDED - and - I IN THE MATTER OF AN APPLICATION BY THE T. EATON COMPANY LIMITED RELATING TO A PROPOSED ARRANGEMENT INVOLVING THE I T. EATON COMPANY LIMITED AND ITS SECURITYHOLDERS AND 1381052 ONTARIO INC. I Applicant I MOTION RECORD INDEX I TAB DOCUMENT PAGE I 1 Notice of Motion returnable July 17, 2008 2 Report of RSM Richter Inc., in its capacity as Liquidator of I Distributionco Inc. dated July 2, 2008 A Amended and Restated Plan of Compromise and Arrangement dated I November 19, 1999 B Eighth Interim Distribution Order dated December 22, 2006 I C Fifth Interim Distribution Order dated May 15, 2002 I D Claims Summary E Invoices of the Proposal Trustee, Interim Receiver, Monitor and I Liquidator from August 20, 1999 to May 31, 2008 F Affidavit of Gus Tertigas sworn July 2, 2008 I G Affidavit of Eric Rodier sworn July 2, 2008 I I DM_T0R1212224-00917/2420912. I I I H Affidavit of Edmond F. B. Lamek sworn June 27, 2008 I I Affidavit of Max Mendelsohn sworn June 27, 2008 J Affidavit of Alfred Esterbauer sworn July 2, 2008 I 3 Draft Order I I I I I I I I I I I I I I I DM_T0R1212224-0091 7/2420912.1 I I File No. 99-CL-3514 I ONTARIO SUPERIOR COURT OF JUSTICE I (COMMERCIAL LIST) IN THE MATTER OF THE BUSINESS CORPORA TIONS ACT, I R.S.O. 1990, c. B-16, s. 182 AS AMENDED - and - I IN THE MATTER OF AN APPLICATION BY THE T. EATON COMPANY LIMITED RELATING TO A PROPOSED ARRANGEMENT INVOLVING THE T. EATON COMPANY LIMITED AND ITS SECURITYHOLDERS AND 1381052 I ONTARIO INC. I Applicant I NOTICE OF MOTION I RSM RICHTER INC. (formerly Richter & Partners Inc.) ("Richter"), in its capacity as liquidator (the "Liquidator") of Distributionco Inc. (formerly 1381052 I Ontario Inc.) ("Distributionco"), will make a motion to The Honourable Mr. Justice I Morawetz on Thursday, July 17, 2008 at 10:00 a.m. or as soon after that time as the motion can be heard at the Courthouse, 330 University Avenue, Toronto, Ontario. I THE PROPOSED METHOD OF HEARING: The motion is to be I heard orally. I THE MOTION IS FOR: I 1. An Order, if necessary, abridging the time for service and filing of the I Notice of Motion and the Motion Record herein, validating the service of such motion I I DM_TOR121222400917/25 12120.1 I -2- I material and dispensing with service of such motion material on interested parties not I served; I 2. An Order amending the Order of this Honourable Court dated May 15, I 2002 to delete paragraphs 6 and 7 thereof; 3. A Declaration that the Class I Creditors whose first uncashed distribution I cheque was in respect of the Liquidator's eighth interim distribution shall be deemed to I have forfeited their rights to the eighth interim distribution and the within final distribution and the amounts which would have been payable to such missing Class I I Creditors in respect of the eighth interim distribution shall form part of the pooi of funds I to be distributed in the final distribution to the remaining Class I Creditors; I 4. An Order authorizing the Liquidator to effect a ninth and final distribution of approximately 1.6 cents on the dollar to the Class I Creditors on account of their Class I I Distribution Claims (the "Final Distribution"); I 5. An Order that any funds in the Liquidator's account in respect of stale I dated uncashed dividend cheques from the Final Distribution shall be paid by the I Liquidator to the Public Trustee in accordance with section 234(1) of the Business Corporations Act (Ontario) (the "OBCA"); I 6. An Order authorizing the Liquidator to destroy the books and records of I Eaton's and Distributionco in the Liquidator's possession on July 17, 2009 or such other I date or dates as may be agreed to between the Liquidator and the Canada Revenue Agency or any other relevant taxing authority; I I DM_T0R1212224-00917/25 12120.1 I -3- I 7. An Order approving the activities of the Liquidator as set out in the I Liquidator's Report dated July 2, 2008 (the "Liquidator's Report"); I 8. An Order discharging the Liquidator effective on the date on which the Liquidator files a certificate with this Honourable Court confirming that the Liquidator I has completed the administration of the wind-up of Distributionco (the "Discharge I Date"); 9. An Order approving the fees and disbursements of the Liquidator and the fees and disbursements of the Liquidator's legal counsel, Fasken Martineau DuMoulin I LLP (formerly Fasken Campbell Godfrey) ("Fasken") and McMillan LLP (formerly I Mendelsohn Rosentzveig Shacter, Mendelsohn and McMillan Binch Mendelsobn LLP) ("McMillan") from August 20, 1999 to May 31, 2008 in the amounts set out in the i Report; 10. An Order approving the fees and disbursements of Koskie Minsky LLP I ("KM"), in its capacity as representative counsel for the former employees and retirees of Eaton's from August 27, 1999 to May 31, 2008 in the amounts set out in the Report; i 1. An Order authorizing the Liquidator to establish a reserve in the amount of I $900,000 to pay the fees, disbursements and applicable taxes incurred by the Liquidator, I Fasken, McMillan and KM until the Discharge Date (the "Reserve") and that any funds remaining in the Reserve following the Discharge Date shall be transferred to Richter as a bonus; and I I DMT0R1212224-00917/2512120.1 I -4- I 12. Such further and other directions or relief as the Court may determine is I appropriate. I THE GROUNDS FOR THE MOTION ARE: I 1. On December 31, 1999, the transactions contemplated by the Eaton's CCAA Plan closed (the "Plan Implementation Date"). On the Plan Implementation Date, I Richter was appointed as Liquidator of Distributionco pursuant to the Orders of I Honourable Court dated November 23, 1999 sanctioning the Plan pursuant to the provisions of the Companies' Creditors Arrangement Act and the Arrangement pursuant I to the provisions of the OBCA (the "Sanction Orders"). I 2. The Liquidator has completed its realization of the remaining assets of I Distributionco and has sufficient funds on hand to pay a ninth and final distribution of approximately 1.6 cents on the dollar to the remaining Class I Creditors on account of I their Class I Distribution Claims. As a result, the total recovery for these Class I I Creditors will be approximately 54 cents on the dollar. I 3. To complete the administration and winding-up of Distributionco, the Liquidator and Fasken will need to, among other things, (i) complete the Final I Distribution; (ii) file a final tax return for the year ended December 31, 2008; (iii) file I articles of dissolution in respect of the former inactive subsidiaries of Eaton's which were I transferred to Distributionco on the Plan Implementation Date; and (iv) file articles of dissolution in respect of Distributionco.