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Barristers & Solicitors Bay Adelaide Centre 333 Bay Street, Suite 3400 Goodmang Toronto, Ontario M5H 2S7 Telephone: 416.979.2211 Facsimile: 416.979.1234 goodmans.ca Direct Line: 416.597.4285 Email: [email protected] June 24, 2016 Koskie Minsky LLP 20 Queen Street West, Suite 900 Toronto, Ontario M5H 3R3 Attention: Andrew J. Hatnav Dear Mr. Hatnay Re: Co-op Atlantic, Co-op Energy Ltd. and C A Realty Ltd. (collectively,"Co-op Atlantic") We are in receipt of your motion record served yesterday evening concerning your request for an adjournment of Co-op Atlantic's motion scheduled for June 27, 2016. Following our recent discussions and exchange of correspondence, we have consulted with the Monitor and a number of Co-op Atlantic's stakeholders regarding your firm's involvement in the CCAA proceedings. Based on these discussions, Co-op Atlantic is not prepared to consent to an adjournment of the June 27, 2016 motion. Co-op Atlantic believes that bringing forward its CCAA plan of compromise and arrangement without delay is in the best interests of its stakeholders, including the employee and pension interests at stake. Co-op Atlantic's view is informed by the following factors: • The Co-op Atlantic Retirees Association, which has a membership of approximately 270 retirees, has taken an active interest in the CCAA proceedings and has previously consulted with the Pension Administrator on matters arising from the CCAA proceedings. • We are aware that your firm previously sought to become engaged in the proceedings by approaching the Retirees' Association in March 2016, and the Retirees' Association declined to support the engagement your firm. We also understand that, in June 2016, the Retirees' Association again declined requests to support the engagement of your firm out of a concern that actions taken at this stage to interfere with the approved settlement could have a negative impact on the outcomes for the Pension Plan. • Employee and pension interests have been extensively and ably represented throughout these proceedings through the efforts of Unifor, the United Food and Commercial Workers Union and the Pension Administrator. The Pension Administrator's stated Goodmang Page 2 mandate includes representing the financial interests of the Pension Plan and working to maximize the Pension Plan's ability to pay benefits to the Pension Plan beneficiaries. We are now at an advanced stage of the CCAA proceedings. What remains is a distribution of the remaining proceeds to Co-op Atlantic's unsecured creditors. Based on the current status of claims filed, Co-op Atlantic anticipates that over 70% of the remaining proceeds will be distributed to the Pension Plan and former employees. The proposed CCAA Plan, if implemented, will also preserve certain contingent entitlements for the benefit of the Pension Plan beneficiaries. Co-op Atlantic's remaining resources are limited, and we are seeking to the make the final distributions to creditors and complete the CCAA proceedings as efficiently and cost-effectively as possible. In the circumstances, further delay in the proceedings is not warranted, and we do not believe that it is a productive use of Co-op Atlantic's remaining resources to fund actions by your firm that could prolong the CCAA proceedings and disrupt the restructuring settlement that has already been achieved with the input and agreement of various well-represented employee and pension interests. Once again, we respectfully acknowledge that the reductions to the Pension Plan are a very serious and difficult issue for the people affected. We understand your clients' desire for representation, and we are prepared to work with you on the terms of an appropriate representative counsel order that does not result in costs to Co-op Atlantic's estate or delays to the CCAA process. However, delaying Co-op Atlantic's efforts to bring forward a CCAA Plan is not in the best interests of any stakeholder. To the contrary, further delays and litigation could reduce the amounts available for distribution and could adversely affect the interests of the former employees and the Pension Plan. Accordingly, we do not consent to your request for an adjournment. We are available to speak with you or your clients to address these matters further and to provide any additional background or other information that you may require. Yours truly, ans LLP, Robert J. Chadwick cc: Bryan Inglis (Co-op Atlantic) Logan Willis (Goodmans LLP) STIKE MAN ELLIOTT Stikeman Elliott LLP Barristers & Solicitors 5300 Commerce Court West, 199 Bay Street, Toronto, Canada M5L 1B9 Tel: (416) 869-5500 Fax: (416) 947-0866 www.stikeman.com Andrea Boctor Direct: (416) 869-5245 E-mail: [email protected] BY E-MAIL June 24, 2016 File No.: 041895.1001 Andrew J. Hatnay Koskie Minsky LLP 20 Queen Street West Suite 900, Box 52 Toronto ON M5H 3R3 Dear Mr. Hatnay: Re: Co-op Atlantic, Co-op Energy Ltd., C.A. Realty Ltd. (CCAA) Co-op Atlantic Employees' Pension Plan Court File No.: SJM-98-15 As you know, we represent the Eckler Ltd. ("Eckler") in its capacity as the administrator of the Co-op Atlantic Employees' Pension Plan (the "Pension Plan"). We have received a copy of your Responding Record in respect of the motion returnable on Monday June 27th, as well as your earlier letter to the Service List dated June 15th, 2016. We understand that you intend to seek an adjournment to the Company's motion and an opportunity to bring a motion at a later date to have your retainer by Ms. DiDomenicantonio converted to a representative retainer. Should it be necessary, the Pension Administrator will file affidavit material in response to that motion if and when it is brought. In the meantime, we felt it necessary to respond to some of the points raised by you through your client's affidavit, so that your client and the TORONTO Court may have the benefit of it in considering your adjournment request. MONTREAL Role of Eckler as Pension Administrator OTTAWA As you are aware, Eckler was appointed as the administrator of the Pension Plan by CALGARY the Superintendent of Pensions for the Province of New Brunswick (the VANCOUVER "Superintendent") on June 30, 2015. A copy of the appointment letter is available on the Monitor's website and is attached as Schedule A. NEW YORK LONDON As administrator, Eckler has all of the rights and duties of an administrator under the Pension Benefits Act ("PBA"), including the right to commence (and settle) SYDNEY litigation on behalf of the Pension Plan. Section 53 states: 6578343 v3 2 STIKEMAN ELLIOTT 53. The administrator may commence proceedings in a court of competent jurisdiction to obtain payment of contributions due under the pension plan, this Act and the regulations. Claims filed by Eckler on behalf of the Pension Plan (which included a deemed trust claim under section 51 of the PBA), and settled pursuant to the Settlement Agreement, were done so by Eckler in its capacity as administrator of the Pension Plan and in keeping with its authority to do under section 53 of the PBA. You appear to draw a distinction between the rights and responsibilities of a "wind- up administrator" appointed by the Superintendent under section 63 of the PBA and other administrators under the PBA. We see no such distinction, nor is it relevant in this instance as Eckler was appointed under section 52 1 of the PBA at that time when the Pension Plan was on-going. Please refer to the appointment letter in this regard. Information to all Members Through your client's affidavit, you imply that it was not until sometime in May that your client was aware of Eckler's role as administrator, or that pensions could or would be reduced as a result of the CCAA proceeding, and you reference Pension Notices #4 and #5 (which were sent on April 4, 2016 and May 17, 2016, respectively). In fact, notice of the settlement was sent on May 2, 2016 to all Members. Over the course of Eckler's appointment to date, Eckler sent a total of 5 Pension Notices to all members of the Pension Plan ("Members"), each of which was supplemented by Q&As or other summary and supplementary information which provided, among other things, information on Eckler's role as the administrator, these CCAA proceedings, reductions to pensions-in-pay, the funded status of the Pension Plan, and the wind-up of the Pension Plan. All notices are publically available on a link through Eckler's website established for that purpose (http:/ /cooppension.eckler.ca ) and are attached hereto at Schedule B. Pension Notice #1 dated July 15, 2015, informed Members that Eckler had "the responsibility of ensuring that the Plan's financial interests are represented in both the CCAA proceeding and restructuring of the Co-op Atlantic businesses." It further stated that Eckler "will continue to assert the rights of the Plan as a major financial stakeholder during the CCAA process". Pension Notice #1 also warned members that pension-in- pay will "likely be reduced". Pension Notice #2 dated September 11, 2015 informed members of the July 20, 2015 orders issued by the Superintendent and indicated that the Pension Plan is approximately 70% funded, and that "pensions-in-pay will be reduced on an interim basis to reflect (and protect) the current funding level of the Plan". The notice concludes Section 52 of the PBA states: 52. If the administrator of the pension plan is the employer and the employer is bankrupt or insolvent, the Superintendent may act as administrator or appoint an administrator of the plan. 6578343 v3 3 STIKEMAN ELLIOTT by stating that Eckler "will monitor Co-op Atlantic's CCAA proceedings in order to ensure the Plan's rights are protected in that process".

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