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Application Record Court File No. ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF PAYLESS SHOESOURCE CANADA INC. AND PAYLESS SHOESOURCE CANADA GP INC. (the “Applicants”) APPLICATION RECORD February 19, 2019 Cassels Brock & Blackwell LLP 2100 Scotia Plaza 40 King Street West Toronto, ON M5H 3C2 Ryan Jacobs LSO#: 59510J Tel: 416. 860.6465 Fax: 416. 640.3189 [email protected] Jane Dietrich LSO#: 49302U Tel : 416. 860.5223 Fax : 416. 640.3144 [email protected] Natalie E. Levine LSO#: 64980K Tel : 416. 860.6568 Fax : 416. 640.3207 [email protected] Lawyers for Payless ShoeSource Canada Inc., Payless ShoeSource Canada GP Inc. and Payless ShoeSource Canada LP TO: SERVICE LIST ATTACHED LEGAL*47453748.1 SERVICE LIST TO: Cassels Brock & Blackwell LLP Scotia Plaza 40 King Street West, Suite 2100 Toronto, ON M5H 3C2 Ryan Jacobs Tel: 416.860.6465 Fax: 416.640.3189 [email protected] Jane Dietrich Tel: 416.860.5223 Fax: 416.640.3144 [email protected] Natalie E. Levine Tel: 416.860.6568 Fax: 416.640.3207 [email protected] Monique Sassi Tel: 416.860.6572 Fax: 416.642.7150 [email protected] Lawyers for Payless ShoeSource Canada Inc., Payless ShoeSource Canada GP Inc. and Payless ShoeSource Canada LP, (collectively, the “Payless Canada Entities”) LEGAL*47453748.1 AND TO: Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036-6745 Ira Dizengoff Tel: 212.872.1096 Fax: 212.872.1002 [email protected] Meredith Lahaie Tel: 212.872.8032 Fax: 212.872.1002 [email protected] Kevin Zuzolo Tel: 212.872.7471 Fax: 212.872.1002 [email protected] Julie Thompson Tel: 202.887.4516 Fax: 202.887.4288 [email protected] Lawyers for Payless Holdings LLC and its debtor affiliates AND TO: FTI Consulting Canada Inc. in its Capacity as Proposed Monitor TD South Tower 79 Wellington Street West Suite 2010, P.O. Box 104 Toronto, ON M5K 1G8 Greg Watson Tel: 416.649.8077 Fax: 416.649.8101 [email protected] Paul Bishop Tel: 416.649.8100 Fax: 416.649.8101 [email protected] Jim Robinson Tel: 416.649.8070 Fax: 416.649.8101 [email protected] Proposed Monitor LEGAL*47453748.1 AND TO: Bennett Jones LLP 3400 One First Canadian Place P.O. Box 130 Toronto, ON M5X 1A4 Kevin Zych Tel: 416.777.5738 Fax: 416.863.1716 [email protected] Sean Zweig Tel: 416.777.6254 Fax: 416.863.1716 [email protected] Aiden Nelms Tel: 416.777.4642 Fax: 416.863.1716 [email protected] Lawyers for the Proposed Monitor, FTI Consulting Canada Inc. AND TO: Ankura Consulting Group, LLC 485 Lexington Avenue 10th floor New York, New York 10017 Stephen Marotta Tel: 212.818.1118 [email protected] Adrian Frankum Tel: 646.968.3655 [email protected] Swapna Deshpande Tel: 646.291.8502 [email protected] Chief Restructuring Organization of the Payless Canada Entities LEGAL*47453748.1 AND TO: Norton Rose Fulbright Canada LLP Suite 3800, Royal Bank Plaza, South Tower, 200 Bay Street P.O Box 84 Toronto, ON M5J 2Z4 Tony Reyes Tel: 416.216.4825 Fax: 416.216.3930 [email protected] David Amato Tel: 416.216.1861 Fax: 416.216.3930 [email protected] Canadian Lawyers for the ABL Agent, Wells Fargo Bank, National Association AND TO: Choate Hall & Stewart LLP Two International Place Boston, MA 02110 Kevin Simard Tel: 617.248.4086 Fax: 617.248.4000 [email protected] Douglas Gooding Tel: 617.248.5277 Fax: 617.248.4000 [email protected] U.S. Lawyers for the ABL Agent, Wells Fargo Bank, National Association LEGAL*47453748.1 AND TO: Fasken Martineau DuMoulin LLP Bay Adelaide Centre 333 Bay Street, Suite 2400 P.O. Box 20 Toronto , ON , M5H 2T6 Stuart Brotman Tel: 416.865.5419 Fax: 416.364.7813 [email protected] Dylan Chochla Tel: 416.868.3425 Fax: 416.364.7813 [email protected] Daniel Richer Tel: 416.865.4445 Fax: 416.364.7813 [email protected] Canadian Lawyers for an Ad Hoc Group of Lenders under the Term Loan Credit Facility AND TO: Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, New York 10036 Stephen Zide Tel: 212.715.9492 Fax: 212.715.8163 [email protected] U.S. Lawyers for an Ad Hoc Group of Lenders under the Term Loan Credit Facility LEGAL*47453748.1 AND TO: Stikeman Elliott LLP 5300 Commerce Court West 199 Bay St Toronto, ON M5L 1B9 Ashley Taylor Tel: 416.869.5236 Fax: 416.947.0866 [email protected] Elizabeth Pillon Tel: 416.869.5623 Fax: 416.947.0866 [email protected] Lawyers for Great American Group, LLC and Tiger Capital Group, LLC AND TO: MCCARTHY TÉTRAULT LLP Suite 5300 TD Bank Tower Box 48, 66 Wellington Street West Toronto ON M5K 1E6 Sharon Kour Tel: 416.601.8305 Fax: 416.868.0673 [email protected] Philippe H. Bélanger Tel: 514.397.4203 [email protected] Justin A. Lapedus Tel: 416.601.8289 [email protected] D.J Lynde Tel: 416.601.8231 [email protected] Lawyers for the Security Agent, Cortland Products Corp. LEGAL*47453748.1 INDEX I N D E X Description Tab Notice of Application 1 Schedule “A” - Draft Initial Order A Affidavit of Stephen Marotta sworn February 18, 2019 2 Exhibits Exhibit “A”- Payless Organization Chart A Exhibit “B”- Corporate Profile Report for Payless B Canada Inc. as of February 8, 2019 Exhibit “C”- Corporate Profile Report Payless Canada C GP as of February 8, 2019 Exhibit “D”- Limited Partnership Report for Payless D Canada LP as of February 8, 2019 Exhibit “E”- Cash Management System Diagram E Exhibit “F”- Financial Statements F Exhibit “G”- Canadian Lien Searches G Exhibit “H”- Engagement Letter of CRO H Exhibit “I”- FTI Consent to Act as Monitor I Exhibit “J”- Corporate Biography of Stephen Marotta J Exhibit “K”- Liquidation Consulting Agreement K Blackline of Draft Initial Order to Model Order 3 LEGAL*47453748.1 TAB 1 Court File No. ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, c. C-36, AS AMENDED AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF PAYLESS SHOESOURCE CANADA INC. AND PAYLESS SHOESOURCE CANADA GP INC. (the “Applicants”) NOTICE OF APPLICATION TO THE RESPONDENTS A LEGAL PROCEEDING HAS BEEN COMMENCED by the Applicants. The claim made by the Applicants appears on the following page. THIS APPLICATION will come on for a hearing before a Judge presiding over the Commercial List on February 19, 2019 at 8:30 a.m. at the Court House, 330 University Avenue, Toronto, Ontario, M5G 1R7. IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in the application or to be served with any documents in the application you or an Ontario lawyer acting for you must forthwith prepare a notice of appearance in Form 38A prescribed by the Rules of Civil Procedure, serve it on the Applicants’ lawyer or, where the Applicants do not have a lawyer, serve it on the Applicants, and file it, with proof of service, in this court office, and you or your lawyer must appear at the hearing. IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you or your lawyer must, in addition to serving your notice of appearance, serve a copy of the evidence on the Applicants’ lawyer or, where the Applicants do not have a lawyer, serve it on the Applicants, and file it, with proof of service, in the court office where the application is to be heard as soon as possible, but at least four days before the hearing. IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO OPPOSE THIS APPLICATION BUT ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE. LEGAL*47240312.4 -2- Date February 19, 2019 Issued by Local Registrar Address of 330 University Avenue court office: Toronto, ON M5G 1R7 TO: Cassels Brock & Blackwell LLP Scotia Plaza 40 King Street West, Suite 2100 Toronto, ON M5H 3C2 Ryan Jacobs Tel: 416.860.6465 Fax: 416.640.3189 [email protected] Jane Dietrich Tel: 416.860.5223 Fax: 416.640.3144 [email protected] Natalie E. Levine Tel: 416.860.6568 Fax: 416.640.3207 [email protected] Monique Sassi Tel: 416.860.6572 Fax: 416.642.7150 [email protected] Lawyers for Payless ShoeSource Canada Inc., Payless ShoeSource Canada GP Inc. and Payless ShoeSource Canada LP, (collectively, the “Payless Canada Entities”) LEGAL*47240312.4 -3- AND TO: Akin Gump Strauss Hauer & Feld LLP One Bryant Park New York, NY 10036-6745 Ira Dizengoff Tel: 212.872.1096 Fax: 212.872.1002 [email protected] Meredith Lahaie Tel: 212.872.8032 Fax: 212.872.1002 [email protected] Kevin Zuzolo Tel: 212.872.7471 Fax: 212.872.1002 [email protected] Julie Thompson Tel: 202.887.4516 Fax: 202.887.4288 [email protected] Lawyers for Payless Holdings LLC and its debtor affiliates AND TO: FTI Consulting Canada Inc. in its Capacity as Proposed Monitor TD South Tower 79 Wellington Street West Suite 2010, P.O. Box 104 Toronto, ON M5K 1G8 Greg Watson Tel: 416.649.8077 Fax: 416.649.8101 [email protected] Paul Bishop Tel: 416.649.8100 Fax: 416.649.8101 [email protected] Jim Robinson Tel: 416.649.8070 Fax: 416.649.8101 [email protected] Proposed Monitor LEGAL*47240312.4 -4- AND TO: Bennett Jones LLP 3400 One First Canadian Place P.O.
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