Court File No: CV-17-11785-00CL ONTARIO SUPERIOR COURT OF

Court File No: CV-17-11785-00CL 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 PLAN OF COMPROMISE OR ARRANGEMENT OF EXPRESS FASHION APPAREL CANADA INC. AND EXPRESS CANADA GC GP, INC. BOOK OF AUTHORITIES OF THE APPLICANT (Motion for the Granting of the Sanction and Vesting Order) September 20, 2017 OSLER, HOSKIN & HARCOURT LLP P.O Box 50, 1 First Canadian Place 100 King Street West Toronto, ON M5X 1B8 Tracy C. Sandler (LSUC #: 32443N) Email: [email protected] Jeremy Dacks (LSUC #: 41851R) Email: [email protected] W. David Rankin (LSUC #: 63261P) Email: [email protected] Tel: 416.362.2111 Fax: 416.862.6666 Lawyers for the Applicant INDEX Case Law 1. Re Angiotech Pharmaceuticals Inc, 2011 BCSC 450 2. Re Arctic Glacier Income Fund, 2014 CarswellMan 825 (MBQB) 3. Re Canadian Airlines Corp., 2000 ABQB 442 4. Re Canwest Global Communications Corp., 2010 ONSC 4209 5. Re Metcalfe & Mansfield Alternative Investments II Corp., 2008 ONCA 587 6. Re Nelson Financial Group Ltd., 2011 ONSC 2750 7. Re Sino-Forest Corp., 2012 ONSC 7050 8. Re Skylink Aviation, 2013 ONSC 2519 9. Re Target Canada Co, 2016 ONSC 316 10. Re Target Canada Co, 2016 CarswellOnt 5922 (ONSC) TAB 1 Angiotech Pharmaceuticals Inc., Re, 2011 BCSC 450, 2011 CarswellBC 841 2011 BCSC 450, 2011 CarswellBC 841, [2011] B.C.W.L.D. 4126... 2011 BCSC 450 British Columbia Supreme Court [In Chambers] Angiotech Pharmaceuticals Inc., Re 2011 CarswellBC 841, 2011 BCSC 450, [2011] B.C.W.L.D. 4126, [2011] B.C.W.L.D. 4127, [2011] B.C.W.L.D. 4132, 201 A.C.W.S. (3d) 334, 76 C.B.R. (5th) 210 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 Angiotech Pharmaceuticals, Inc. and the other Petitioners Listed on Schedule "A" (Petitioners) Paul Walker J. Heard: April 6, 2011 Oral reasons: April 6, 2011 Docket: Vancouver S110587 Counsel: J. Dacks, M. Wasserman, D. Gruber, R. Morse for Angiotech Pharmaceutics, Inc. S. Jones for Angiotech Pharmaceutics J. Grieve, K. Jackson for Alvarez & Marsal Canada Inc. R. Chadwick, L. Willis for Consenting Noteholders M. Buttery for U.S. Bank National Association Subject: Corporate and Commercial; Insolvency Headnote Business associations --- Specific matters of corporate organization — Shareholders — Meetings — General principles Bankruptcy and insolvency --- Companies' Creditors Arrangement Act — Arrangements — Approval by court — "Fair and reasonable" Debtor company sought protection of Companies' Creditors Arrangement Act — Petitioners proposed amended plan to effect settlement of claims; implement recapitalization of subordinated notes; and enable petitioners to sustain sufficient current and future liquidity — Plan was unanimously approved by creditors and monitor — Petitioners brought application for order to sanction amended plan — Application granted — Plan should be sanctioned because it met statutory criteria set out in s. 61 of Act; it was fair and reasonable; and it was in best interests of creditors and public — Plan would enable petitioners to keep operating as going concerns; promote continued employment of many of petitioners' employees; allow creditors and others with economic interest in petitioners to derive far greater benefit than would result from bankruptcy or liquidation; and permit important medical products sold and distributed by petitioners to continue to be made available — Amendments to plan contemplating distribution of new common shares in aggregate amount of 3.5 per cent afforded greater benefit to all creditors who chose to and were qualified to take them — Amendments to plan calling for liquidity election provided greater benefits to creditors who were not able, or chose not, to participate in share offering — Proposed release contained in plan was rationally connected to purpose of plan, was necessary for implementation of plan, and met tests set out in jurisprudence. Bankruptcy and insolvency --- Companies' Creditors Arrangement Act — Arrangements — Miscellaneous Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved. 1 Angiotech Pharmaceuticals Inc., Re, 2011 BCSC 450, 2011 CarswellBC 841 2011 BCSC 450, 2011 CarswellBC 841, [2011] B.C.W.L.D. 4126... Debtor company sought protection of Companies' Creditors Arrangement Act ("CCAA") — Petitioners proposed amended plan to effect settlement of claims; implement recapitalization of subordinated notes; and enable petitioners to sustain sufficient current and future liquidity — Plan was unanimously approved by creditors and monitor — Petitioners brought application for order to sanction amended plan — Application granted on other grounds — Court has jurisdiction pursuant to CCAA and Business Corporations Act to dispense with calling of meeting of existing shareholders in order to amend articles of Canadian petitioner — Section 6(8) of CCAA prohibits plan that calls for distribution to pay equity claim where non-equity claims cannot be paid in full — Evidence disclosed that this was not possible in present case — Even if it could be said that combined effect of ss. 6(8) and 6(2) of CCAA did not remove requirement for shareholders' meeting, requirement should be dispensed with in circumstances of case — To do otherwise, so that meeting was held, would cause persons who no longer had economic interest in company to acquire functional veto. Table of Authorities Cases considered by Paul Walker J.: ATB Financial v. Metcalfe & Mansfield Alternative Investments II Corp. (2008), 2008 ONCA 587, 2008 CarswellOnt 4811, (sub nom. Metcalfe & Mansfield Alternative Investments II Corp., Re) 240 O.A.C. 245, (sub nom. Metcalfe & Mansfield Alternative Investments II Corp., Re) 296 D.L.R. (4th) 135, (sub nom. Metcalfe & Mansfield Alternative Investments II Corp., Re) 92 O.R. (3d) 513, 45 C.B.R. (5th) 163, 47 B.L.R. (4th) 123 (Ont. C.A.) — followed Canadian Airlines Corp., Re (2000), [2000] 10 W.W.R. 269, 20 C.B.R. (4th) 1, 84 Alta. L.R. (3d) 9, 9 B.L.R. (3d) 41, 2000 CarswellAlta 662, 2000 ABQB 442, 265 A.R. 201 (Alta. Q.B.) — referred to Canadian Airlines Corp., Re (2000), 2000 CarswellAlta 919, [2000] 10 W.W.R. 314, 20 C.B.R. (4th) 46, 84 Alta. L.R. (3d) 52, 9 B.L.R. (3d) 86, 2000 ABCA 238, 266 A.R. 131, 228 W.A.C. 131 (Alta. C.A. [In Chambers]) — referred to Canwest Global Communications Corp., Re (2010), 70 C.B.R. (5th) 1, 2010 ONSC 4209, 2010 CarswellOnt 5510 (Ont. S.C.J. [Commercial List]) — followed Muscletech Research & Development Inc., Re (2006), 25 C.B.R. (5th) 231, 2006 CarswellOnt 6230 (Ont. S.C.J.) — followed Xillix Technologies Corp., Re (June 21, 2007), Doc. Vancouver S066835 (B.C. S.C.) — referred to Statutes considered: Business Corporations Act, S.B.C. 2002, c. 57 Generally — referred to Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36 Generally — referred to s. 6(2) — considered s. 6(8) — considered Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents). All rights reserved. 2 Angiotech Pharmaceuticals Inc., Re, 2011 BCSC 450, 2011 CarswellBC 841 2011 BCSC 450, 2011 CarswellBC 841, [2011] B.C.W.L.D. 4126... s. 61 — considered APPLICATION for order to sanction plan proposed by petitioners in proceeding under Companies' Creditors Arrangement Act. Paul Walker J.: 1 The application before me is for an order to sanction the plan (as amended) proposed by the petitioners and approved by the monitor in the Angiotech CCAA proceeding. 2 I find that the proposed plan has several purposes, which include: (a) effecting a compromise, settlement, and payment of all affected claims; (b) implementing a recapitalization of subordinated notes; and (c) enabling the petitioners to sustain sufficient current and future liquidity in order to enhance their short and long term viability. 3 The plan was unanimously approved at a plan approval meeting of the creditors ("creditors' meeting") held and conducted by the monitor in Vancouver on April 4, 2011. I am satisfied that notice of the plan, the amended plan, and the creditors' meeting was widely disseminated in accordance with my previous orders. 4 The total value of the notes held by subordinated noteholders is approximately $266 million. It is noteworthy that the noteholders which held subordinated notes having a value of approximately $234 million voted in favour of the plan at the creditors' meeting. 5 No objection to the plan has been taken by any employee, past or present, or the existing common shareholders whose interests will be extinguished by the plan. 6 The plan as amended contains the following key elements, which are set out in the affidavit of K. Thomas Bailey sworn on March 31, 2011 at para. 31: (a) New Common Shares will be issued to Affected Creditors with Distribution Claims who have not made valid Cash Elections or Liquidity Elections (as defined below) and distributions of cash will be made to Convenience Class Creditors and Affected Creditors that have made valid Liquidity Elections; (b) the Subordinated Notes, the Subordinated Note Indenture and all Subordinated Note Obligations will be irrevocably and finally cancelled and eliminated except for the limited purposes provided in section 4.5 of the Plan; (c) all Affected Claims will be discharged and released; (d) the Existing Shares and options and the Shareholder Rights Agreement will be cancelled without any liability, payment or other compensation to Existing Shareholders in respect thereof; (e) Angiotech US will repay to Wells Fargo and the DIP Lender, as applicable, any and all outstanding Secured Lender Obligations; (f) Angiotech will make payment to the KEIP Participants of amounts owing under the KEIP at the time specified and in accordance with the terms of the KEIP; Copyright © Thomson Reuters Canada Limited or its licensors (excluding individual court documents).

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