ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST IN …cfcanada.fticonsulting.com/skyservice/docs/Motion... · (“Skyservice”) acquired for, or used in relation to a business

Court File No. CV-10-8647-00CL

ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF THE RECEIVERSHIP OF SKYSERVICE AIRLINES INC.

B E T W E E N:

THOMAS COOK CANADA INC.

Applicant

- and –

SKYSERVICE AIRLINES INC.

Respondent

MOTION RECORD (Returnable October 29, 2010)

October 20, 2010 McCarthy Tétrault LLP

Suite 5300, P.O. Box 48 Toronto Dominion Bank Tower Toronto ON M5K 1E6 Jamey Gage LSUC#: 34676I Tel: (416) 601-7539 E-mail: [email protected] Heather Meredith LSUC#: 48354R Tel: (416) 601-8342 E-mail: [email protected]

Ryan Stabile LSUC#: 55387H Tel: (416) 601-8335 E-mail: [email protected] Fax: (416) 868-0673 Lawyers for FTI Consulting Canada Inc., in its capacity as court-appointed receiver of Skyservice Airlines Inc.

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TO: The Service List



COMMERCIAL LIST


B E T W E E N:


Applicant

- and –


Respondent

INDEX

TAB DESCRIPTION

1. Notice of Motion

2. Eighth Report of the Receiver dated October 19, 2010

A. Agreement of Purchase and Sale

3. Draft Order & Blackline to Model Order

TAB 1



COMMERCIAL LIST


B E T W E E N:


Applicant

- and –


Respondent

NOTICE OF MOTION (returnable October 29, 2010)

FTI CONSULTING CANADA INC. in its capacity as court-appointed receiver (the

“Receiver”) of all of the assets, undertakings and properties of Skyservice Airlines Inc.

(“Skyservice”) acquired for, or used in relation to a business carried on by Skyservice,

including all proceeds thereof, will make a motion to a judge presiding over the Commercial

List on Friday, October 29, 2010 at 10:00 a.m. or as soon after that time as the motion can be

heard, at 330 University Avenue, Toronto.

PROPOSED METHOD OF HEARING: The motion is to be heard orally.

THE MOTION IS FOR

1. an order, substantially in the form of the draft order included in the Motion Record as

Tab 3:

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(a) approving the sale transaction (the "Transaction") contemplated by an

agreement of purchase and sale (the “Sale Agreement”) between the Receiver

and Skyservice Investments Inc. (the “Purchaser”) dated September 30, 2010

and appended to the Eighth Report of the Receiver dated October 19, 2010 (the

"Eighth Report") in respect of certain trade-marks, domain names and other

intellectual property;

(b) authorizing and directing the Receiver to take such additional steps and

execute such additional documents as may be necessary or desirable for the

completion of the Transaction and for the conveyance of Skyservice’s right,

title and interest in and to the assets described in the Sale Agreement (together,

the “Purchased Assets”) to the Purchaser; and

(c) upon delivery of a Receiver’s Certificate, vesting all of Skyservice’s right, title

and interest in and to the Purchased Assets absolutely in the Purchaser, free

and clear of and from all security interests, hypothecs, mortgages, trusts or

deemed trusts, liens, executions, levies, charges, or other financial or monetary

claims; and,

2. such further and other relief as counsel may request and this Honourable Court may

deem just.

THE GROUNDS FOR THE MOTION ARE:

Background 1. By order of the Honourable Mr. Justice Gans dated March 31, 2010, the Receiver was

appointed receiver of all of the assets, undertakings and properties of Skyservice acquired for

or used in relation to a business carried on by Skyservice, including all proceeds thereof.

IP Sale 2. Skyservice utilized certain intellectual property including trade-marks, tradenames and

domain names in connection with its business (the “Intellectual Property”).

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3. The Purchaser, an entity affiliated with the holder of the Existing Licence, made a

proposal for the acquisition of the Intellectual Property.

4. The market for the Intellectual Property appears to be limited due to the nature of the

assets and an existing perpetual, royalty-free licence for use of certain of the Intellectual

Property (the “Existing Licence”) and the potential value of the Intellectual Property did not

appear to justify the cost of an extensive marketing process.

5. Availability of the Skyservice assets has been widely publicized and certain parties

had previously indicated a potential interest in the Intellectual Property. In an effort to

maximize realizations, the Receiver contacted those parties, but none were prepared to submit

an offer.

6. Consequently the Receiver entered into exclusive negotiations with the Purchaser and

on September 30, 2010, the Receiver executed the Sale Agreement. The key terms of the Sale

Agreement are as follows:

(a) the purchase price is $40,000 (which has been paid to the Receiver);

(b) the closing is conditional on the accuracy of representations on the Closing

Date (as defined in the Sale Agreement) and the granting of an approval and

vesting order by November 1, 2010;

7. The Receiver seeks approval of the Transaction contemplated by the Sale Agreement

vesting in the Purchaser the right, title and interest of Skyservice in and to the Purchased

Assets.

8. Given the Existing Licence and nature of the Intellectual Property, among other

things, the steps taken to market the Intellectual Property were reasonable in the

circumstances and the purchase price was the highest and best price resulting therefrom. The

Receiver is of the view that completing the Transaction is in the best interests of the estate and

its stakeholders.

9. The Receiver also relies on:

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(a) the provisions of the Bankruptcy and Insolvency Act, R.S.C. 1985, c. B-3; and

(b) such further and other grounds as counsel may advise and this Honourable

Court may permit.

THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of the

motion:

(a) the Eighth Report and attachments thereto; and

(b) Such further and other materials as counsel may advise and this Honourable

Court may permit.

October 20, 2010 McCarthy Tétrault LLP Suite 5300, P.O. Box 48 Toronto Dominion Bank Tower Toronto ON M5K 1E6 Jamey Gage LSUC#: 34676I Tel: (416) 601-7539 Fax: (416) 868-0673 E-mail: [email protected] Heather Meredith LSUC#: 48354R Tel: (416) 601-8342 Fax: (416) 868-0673 E-mail: [email protected]

Ryan Stabile LSUC#: 55387H Tel: (416) 601-8335 Fax: (416) 868-0673 E-mail: [email protected] Lawyers for FTI Consulting Canada Inc., in its capacity as court-appointed receiver of Skyservice Airlines Inc.

TO: The Service List

McCarthy Tétrault LLP DOCS #1177015 v. 1

SERVICE LIST

Updated: October 5, 2010

TO: OSLER, HOSKIN & HARCOURT LLP P.O. Box 50 1 First Canadian Place Toronto, ON M5X 1B8

John MacDonald Tel: 416-862-5672 E-mail:[email protected]

Mary Paterson Tel: 416-862-4924 E-mail:[email protected]

Steven Golick Tel: 416-862-6704 E-mail:[email protected] Fax: 416-862-6666

Lawyers for the applicant, Thomas Cook Canada, Ltd.

AND TO: BENNETT JONES LLP One First Canadian Place Suite 3400 100 King Street West, P.O. Box 130 Toronto, ON M5K 1A4

Mark S. Laugesen Tel: 416-777-4802 Fax: 416-863-1716 E-mail:[email protected]

Lawyers for Gibralt Capital Corporation

AND TO: BENNETT JONES LLP One First Canadian Place Suite 3100 Toronto, ON M5K 1A4

Scott Martyn Tel: 416-777-4827 Fax: 416-863-1716 E-mail:[email protected]

Lawyers for Millard Air


AND TO: BLAKE, CASSELS & GRAYDON LLP 199 Bay Street Suite 2800, Commerce Court West Toronto ON M5L 1A9

Linc Rogers Tel: 416-863-4168 E-mail: [email protected]

Steven J. Weisz Tel: 416-863-2616 E-mail:[email protected]

Christopher Burr Tel: 416-863-3301 E-mail:[email protected]

Cathy Beagan Flood Tel: 416-863-2269 E-mail:[email protected]

Nathan Cheifetz Tel: 416-863-2969 E-mail:[email protected] Fax: 416-863-2653 Lawyers for Sunwing Tours Inc. and Thomson Airways Limited

AND TO: BLAKE, CASSELS & GRAYDON LLP 199 Bay Street Suite 2800, Commerce Court West Toronto ON M5L 1A9

Pamela L. J. Huff Tel: 416-863-2858 E-mail: [email protected] Fax: 416-863-2653 Lawyers for C.I.T. Leasing Corporation

AND TO: KOSKIE MINSKY LLP Suite 900-20 Queen Street West Toronto, ON M5H 3R3


Larry Steinberg Tel: 416-595-2130 E-mail:[email protected] Fax: 416-204-2890

Demetrios Yiokaris Tel: 416-595-2130 E-mail:[email protected] Fax: 416-204-2810

Lawyers for Skyservice Cabin Crew Association

AND TO: CASSELS BROCK 2100 Scotia Plaza 40 King Street West Toronto, ON M5H 3C2

Donald Gray Tel: 416-869-5998 E-mail:[email protected] Fax: 416-350-6942 Deborah Grieve Tel: 416-860-5219 E-mail:[email protected] Fax: 416-350-6923

Auriol Marasco Tel:416-869-5767 E-mail:[email protected] Fax: 647-259-7962

Lawyers for AerCo Limited/AerCap Ireland Limited, GE Commercial Aviation Services, Limited, Celestial Aviation Trading 23 Limited, Jetscape, Inc., IAI V, Inc., Mitsubishi Corporation, MCAP Europe Limited and ORIX Aviation Systems Limited

AND TO: GOWLING LAFLEUR HENDERSON LLP 1 First Canadian Place 100 King Street West Suite 1600 Toronto, ON M5X 1G5

Clifton P. Prophet Tel: 416-862-3509 E-mail:[email protected]


Patrick Shea Tel: 416-369-7399 E-mail:[email protected] Frank Lamie Tel: 416-862-3609 E-mail:[email protected] Fax: 416-862-7661

Lawyers for NAV CANADA

AND TO: OSLER, HOSKIN & HARCOURT LLP P.O. Box 50 1 First Canadian Place Toronto, ON M5X 1B8

Rupert H. Chartrand Tel: 416-862-6575 E-mail:[email protected]

Shawn Irving Tel: 416-862-4733 E-mail:[email protected]

Allan Coleman Tel: 416-862-4941 E-mail:[email protected]

Fax: 416-862-6666

Lawyers for Greater Toronto Airports Authority and Ottawa MacDonald-Cartier International Airport Authority

AND TO: FRASER MILNER CASGRAIN LLP 1 First Canadian Place, 39th Floor 100 King Street West Toronto, ON M5X 1B2

Colin M. Emslie Tel: 604-622-5160 E-mail:[email protected]

Mary I.A. Buttery Tel: 604-443-7144 E-mail:[email protected]

Fax: 604-683-5214


R. Shayne Kukulowicz Tel: 416-863-4740 E-mail:[email protected]

Jarvis H. Hetu Tel: 416-862-3460 E-mail:[email protected]

Fax: 416-863-4592

Lawyers for HSBC Bank Canada

AND TO: CALEY WRAY 1600-65 Queen Street West, Toronto, ON M5H 2M5

Jesse B. Kugler Tel: 416-775-4677 E-mail:[email protected] Fax: 416-366-3293

Solicitor’s for SkyCap, Union representing company’s pilots

AND TO: AIKINS, MACAULAY & THORVALDSON LLP 30th Floor 360 Main Street Winnipeg, Manitoba R3C 4G1 JJ Burnell Tel: 204-957-4663 E-mail:[email protected] Fax: 204-957-4285

Allan F. Foran Tel: 204-957-4664 Email: [email protected] Fax: 204-957-4240

CHAITONS LLP 5000 Yonge St. Toronto, ON M2N 7E9

Harvey Chaiton Tel: 416-218-1129 E-mail:[email protected] Fax: 416-218-1849


Doug Bourassa Tel: 416-218-1145 E-mail:[email protected] Fax: 416-218-1845

Lawyers for Winnipeg Airports Authority

AND TO: GOODMANS LLP Bay Adelaide Centre 333 Bay Street, Suite 3400 Toronto, ON M5H 2S7

David Bish Tel: 416-597-6276 E-mail:[email protected]

John Keefe Tel: 416-597-4268 E-mail:[email protected]

Fax: 416-979-1234

Lawyers for Skyservice Investments Inc. and Ron Patmore, in his capacity as a representative of the former minority shareholders of Skyservice Airlines Inc.

AND TO: MCCARTHY TÉTRAULT LLP 66 Wellington Street West Suite 5300, TD Bank Tower Toronto Dominion Centre Toronto, ON M5K 1E6

James Gage Tel: 416-601-7539 E-mail:[email protected]

Geoff Hall Tel: 416-601-7856 E-mail:[email protected]

Heather Meredith Tel: 416-601-8342 E-mail:[email protected]


Ryan Stabile Tel: 416-601-8335 E-mail:[email protected]

Fax: 416-868-0673

Lawyers for FTI Consulting Inc.

AND TO: FTI CONSULTING INC. TD Waterhouse Tower, Suite 2010 79 Wellington Street Toronto, ON M5K 1G8

Nigel D. Meakin Tel: 416-649-8065 E-mail:[email protected]

Jamie Engen E-mail:[email protected]

Anna Sisask E-mail:[email protected]

Fax: 416-649-8101

Appointed Receiver of Skyservice Airlines Inc.

AND TO: CAW-CANADA 205 Placer Court Toronto ON M2H 2H9

Lewis Gottheil Tel: 416-495-3776 E-mail:[email protected]

Farah Baloo Tel: 416-718-8476 E-mail:[email protected]

Fax: 416-495-3786

Lawyers for National Automobile, Aerospace, Transportation and General Workers Union of Canada (CAW-Canada) and its Local 2002

AND TO: FRASER MILNER CASGRAIN LLP 1 First Canadian Place 100 King Street West Toronto ON M5X 1B2


Daniel R. Dowdall Tel: 416-863-4700 E-mail:[email protected]

Jane O. Dietrich Tel: 416-863-4467 E-mail:[email protected]

Kate Stigler Tel: 416-862-3482 E-mail:[email protected]

Fax: 416-863-4592

Lawyers for International Lease Finance Corporation

AND TO: MINDEN GROSS LLP 145 King Street West, Suite 2200 Toronto ON M5H 4G2

Timothy R. Dunn Tel: 416-369-4335 E-mail:[email protected] Fax: 416-864-9223

Lawyers for AeroMechanical Services Ltd.

AND TO: WOOLGAR VANWIECHEN KETCHESON DUCOFFE LLP 70 The Esplenade, Suite 401 Toronto ON M5E 1R2

Christopher J. Cosgriffe Tel: 416-867-1666 E-mail:[email protected] Fax: 416-867-1434

Lawyers for Lutex Leasing Inc.

AND TO: SITA 1 London Gate 252-254 Blyth Road Hayes, Middlesex UB3 1BW United Kingdom

Sean Stevenson, Group Credit Control Manager Tel: +44 (0) 208 756 8350 Email: [email protected]


SITA 770 Sherbrooke Street West Suite 1600 Montreal, Quebec H3A 1G1

Diana Tomasseti, Legal Officer Tel: +1 (514) 982-3502 E-mail:[email protected] Fax: +1 (514) 982-3592

AND TO: FASKEN MARTINEAU DUMOULIN LLP 333 Bay Street, Suite 2400 Bay Adelaide Centre, Box 20 Toronto, ON M5H 2T6

Stuart Brotman Tel: 416-865-5419 E-mail:[email protected] Fax: 416 364-7813

Lawyers for LTU

AND TO: HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF ONTARIO AS REPRESENTED BY THE MINISTER OF FINANCE 33 King Street West, 6th Floor, PO Box 620 Oshawa, ON L1H 8E9

Kevin J. O’Hara E-mail: [email protected]

Ministry of Finance

AND TO: DEPARTMENT OF JUSTICE ONTARIO REGIONAL OFFICE PO Box 36, Exchange Tower 3400-130 King Street West Toronto, ON M5X 1K6

Diane Winters Tel: 416.973.3172 Fax: 416.973.0810 Email: [email protected]

Department of Justice


AND TO: MINISTRY OF REVENUE Revenue Collections Branch Insolvency Unit 33 King St. West PO Box 627 Oshawa ON L1H 8H5

L. Parent – Insolvency Officer Tel: 1-866-668-8297 ext: 18562 E-mail:[email protected] Fax: 905-436-4524

AND TO: BLANEY MCMURTRY LLP 2 Queen Street East, Suite 1500 Toronto ON M5C 3G5

Lou Brzezinski Tel: 416-593-2952 E-mail:[email protected] Fax: 416-593-5437

Lawyers for Quiettouch Inc.

AND TO: HEICO CORPORATION 825 Brickell Bay Drive Suite 1644 Miami, FL 33131

Joseph W. Pallot Tel: (305) 374-1745 / (954) 744-7576 E-mail: [email protected] Fax: (305) 374-6742

Counsel for Prime Air LLC

AND TO: STEWART MCKELVEY Suite 900 Purdy's Wharf Tower 1 1959 Upper Water Street P.O. Box 997 Halifax NS B3J 2X2

Maurice P. Chiasson Tel: 902.420.3200 / 902.420.3300 E-mail: [email protected] Fax: 902.496.6176

Counsel for STS


AND TO: ARINC INCORPORATED 2551 Riva Rd Annapolis, MD 21401 USA

Richard Schwappach Tel: 410-266-2108 E-mail:[email protected] Fax: 410-573-3278

AND TO: CONTINENTAL TRAVEL & TOURS LIMITED Av. Abraham Lincoln 960 Santo Domingo, Santo Domingo 1083 Dominican Republic

Cristina Nicolas Tel: (809) 562-9606 E-mail:[email protected]

AND TO: NASSAU FLIGHT SERVICES Nassau Intl Airport Nassau, NP AP59203 Bahamas

Ian Mortemore Tel: 242-377-8339 E-mail:[email protected] Fax: 242-377-5239 Cell: 242-557-5298

AND TO: PETER SCHIRMAIER 86 Coloniale Way Beaumont, Alberta T4X 1M3 Canada

Tel: 780-929-6711 E-mail:[email protected]

AND TO: SAI FUN CO 1480 Britannia Road West Mississauga, ON L5V 2K4 Canada

Tel: 416-722-1392 E-mail:[email protected]


AND TO: STEPHANIE BEATTIE 13 Denby Port Dover, ON N0A 1N4 Canada

Stephanie Beattie Tel: 519-583-0321 E-mail:[email protected]

AND TO: TALISMAN MOVING SERVICES INC. C12 - 1515 Matheson Blvd E Mississauga, ON L4W 2P5 Canada

Ed Hodge Tel: 905-290-9344 E-mail:[email protected] Fax: 905-624-4711

AND TO: UNITED STATES OF AMERICA 1100 L St. NW Room 11002 Washington, DC 20005 USA

Office of Foreign Litigation Tel: 202-514-7455 E-mail:[email protected] Fax: 202-514-6584

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TAB 2

Court File No. CV-10-8647-00CL Skyservice Airlines Inc. EIGHTH REPORT OF THE RECEIVER October 19, 2010



(COMMERCIAL LIST)


Between


Applicant - and -


Respondent

EIGHTH REPORT TO THE COURT SUBMITTED BY FTI CONSULTING CANADA INC. IN ITS CAPACITY AS RECEIVER

INTRODUCTION

1. On March 31, 2010 (the “Date of Receivership”), FTI Consulting Canada Inc.

was appointed as receiver (the “Receiver”) of all of the assets, undertakings and

properties (the “Property”) of Skyservice Airlines Inc. (“Skyservice” or the

“Company”) pursuant to the order of the Honourable Mr. Justice Gans (the

“Receivership Order”) granted upon the application of Thomas Cook Canada

Inc. (“TCCI”) pursuant to section 243(1) of the Bankruptcy and Insolvency Act

R.S.C. 1985 c. B-3 as amended (the “BIA”) and section 101 of the Courts of

Justice Act R.S.O. 1990 c.43 as amended.

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2. To date the Receiver has filed a number of reports on various aspects of the

Receivership. The purpose of this, the Receiver’s Eighth Report, is to request the

granting by this Honourable Court of an approval and vesting order in respect of

the sale of trademarks, tradenames, websites, logos, internet domain names and

addresses referred to in Schedule “A” annexed to the IP Agreement, as hereinafter

defined, plus any software, firmware, source code and object code owned by

Skyservice and used in relation to the foregoing websites, and all other

trademarks, tradenames, websites, logos and internet domain names used at

anytime by Skyservice in connection with its businesses (collectively the

“Intellectual Property”).

TERMS OF REFERENCE

3. In preparing this report, the Receiver has relied upon unaudited financial

information of Skyservice, Skyservice’s books and records, certain financial

information prepared by Skyservice and discussions with Skyservice’s

employees. The Receiver has not audited, reviewed or otherwise attempted to

verify the accuracy or completeness of the information. Accordingly, the Receiver

expresses no opinion or other form of assurance on the information contained in

this report or relied on in its preparation. Future oriented financial information

reported or relied on in preparing this report is based on assumptions regarding

future events; actual results may vary from forecast and such variations may be

material.

4. Unless otherwise stated, all monetary amounts contained herein are expressed in

Canadian Dollars. Capitalized terms not otherwise defined are as defined in the

Receivership Order or in previous Reports of the Receiver.

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THE IP MARKETING PROCESS

5. During the course of the receivership, a number of parties contacted the Receiver

with respect to the potential acquisition of some or all of the Skyservice

intellectual property; however no specific offers were forthcoming.

6. The potential value of the Intellectual Property does not appear to justify the cost

of an extensive marketing process. Moreover, given the nature of the Intellectual

Property and the fact of an existing licence for the use of certain of the Intellectual

Property (as described below), the potential market appears to be limited. The

Receiver therefore concluded that, in its business judgment, a formal marketing

process would not be likely to produce a materially better offer for the Intellectual

Property. Accordingly the Receiver did not undertake a specific advertising

campaign in respect of the Intellectual Property. The Receiver notes, however,

that the receivership and the availability of the Skyservice assets generally is well

known within the industry and has been widely publicized.

7. In the week ending October 1, 2010, Skyservice Investments Inc. (the

“Purchaser”) provided the Receiver with a proposal for the acquisition of the

Intellectual Property which the Receiver believed could form the basis of

negotiations. A corporate entity that the Receiver understands to be affiliated with

the Purchaser has an existing perpetual, exclusive, royalty-free licence to use

certain of the Intellectual Property in connection with services around the world

(the “Existing Licence”) and the Purchaser is therefore a logical purchaser.

8. In order to ensure that the marketing efforts would maximize realizations and

provide fairness and transparency amongst interested parties, the Receiver

contacted the parties that had previously indicated a potential interest in the

Skyservice intellectual property to determine whether they were prepared to

submit an offer.

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9. Each of the parties contacted informed the Receiver that they would not submit an

offer. Accordingly, the Purchaser appeared to be the only party with continuing

interest in the acquisition of the Intellectual Property. Consequently, the Receiver

entered into exclusive negotiations with the Purchaser in respect of a definitive

agreement of purchase and sale.

THE IP AGREEMENT

10. Capitalized terms used hereinafter not otherwise defined are as defined in the IP

Agreement.

11. On October 1, 2010, the Receiver and the Purchaser executed an agreement of

purchase and sale in respect of the Intellectual Property (the “IP Agreement”).

12. The IP Agreement, a copy of which is attached hereto as Appendix A, provides

for a purchase price of $40,000, which has been paid to the Receiver.

13. The IP Agreement is subject to a number of conditions in favour of the Purchaser,

the Receiver or both, including the following:

(i) The accuracy of representations on the Closing Date; and

(ii) The granting of the Approval and Vesting Order by no later than

November 1, 2010.

REQUEST FOR THE APPROVAL AND VESTING ORDER

14. The Receiver respectfully submits that the steps taken to market the Skyservice

intellectual property (the “IP Marketing Process”), having regard to the Existing

Licence and the nature of the Intellectual Property, were reasonable in the

circumstances. As such, in the Receiver's view the process followed in this case

was appropriate having regard to the principles of the decision in Royal Bank of

Canada v. Soundair Corp., 4 O.R. (3d) 1 (Ont. C.A.).

aareval

Stamp

Appendix A

The IP Agreement

TAB 3



COMMERCIAL LIST

THE HONOURABLE JUSTICE MORAWETZ

) ) )

FRIDAY, THE 29th DAY

OF OCTOBER, 2010


B E T W E E N:


Applicant

- and –


Respondent

APPROVAL AND VESTING ORDER (Sale of Intellectual Property)

THIS MOTION, made by FTI Consulting Canada Inc. in its capacity as the court-

appointed receiver (the "Receiver") of the assets, undertakings and properties of Skyservice

Airlines Inc. ("Skyservice") acquired for, or used in relation to a business carries on by

Skyservice, including all proceeds thereof, for an order (i) approving the sale transaction (the

"Transaction") contemplated by an agreement of purchase and sale (the “Sale Agreement”)

between the Receiver and Skyservice Investments Inc. (the “Purchaser”) dated September 30,

2010 and appended to the Eighth Report of the Receiver dated October ●, 2010 (the "Eighth

Report"); and (ii) vesting in the Purchaser Skyservice’s right, title and interest in and to the

assets described in the Sale Agreement (the "Purchased Assets"), was heard this day at 330

University Avenue, Toronto, Ontario.

- 2 -

ON READING the Eighth Report and on hearing the submissions of counsel for the

Receiver and those other parties present, no one appearing for any other person on the service

list, although properly served as appears from the affidavit of ● sworn October ●, 2010, filed:

1. THIS COURT ORDERS that capitalized terms not otherwise defined in this Order shall

have the meanings ascribed thereto in the Sale Agreement.

2. THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved and

the execution of the Sale Agreement by the Receiver is hereby authorized and approved, with

such minor amendments as the Receiver may deem necessary. The Receiver is hereby

authorized and directed to take such additional steps and execute such additional documents as

may be necessary or desirable for the completion of the Transaction and for the conveyance of

the Purchased Assets to the Purchaser.

3. THIS COURT ORDERS AND DECLARES that upon the delivery of a Receiver’s

certificate to the Purchaser substantially in the form attached as Schedule A hereto (the

"Receiver's Certificate"), all of Skyservice's right, title and interest in and to the Purchased

Assets described in the Sale Agreement shall vest absolutely in the Purchaser, free and clear of

and from any and all security interests (whether contractual, statutory, or otherwise), hypothecs,

mortgages, trusts or deemed trusts (whether contractual, statutory, or otherwise), liens,

executions, levies, charges, or other financial or monetary claims, whether or not they have

attached or been perfected, registered or filed and whether secured, unsecured or otherwise

(collectively, the "Claims") including, without limiting the generality of the foregoing: (i) any

encumbrances or charges created by the Order of the Honourable Justice Gans dated March 31,

2010; (ii) all charges, security interests or claims evidenced by registrations pursuant to the

Personal Property Security Act (Ontario), the Uniform Commercial Code (U.S.) or any other

personal property registry system; and (iii) any security lodged with the Canadian Intellectual

Property Office or pursuant to the Trade-marks Act (Canada) (all of which are collectively

referred to as the "Encumbrances", which term shall not include the permitted encumbrances

listed on Schedule B hereto) and, for greater certainty, this Court orders that all of the

Encumbrances affecting or relating to the Purchased Assets are hereby expunged and discharged

as against the Purchased Assets.

- 3 -

4. THIS COURT ORDERS that for the purposes of determining the nature and priority of

Claims, the net proceeds from the sale of the Purchased Assets shall stand in the place and stead

of the Purchased Assets, and that from and after the delivery of the Receiver's Certificate all

Claims and Encumbrances shall attach to the net proceeds from the sale of the Purchased Assets

with the same priority as they had with respect to the Purchased Assets immediately prior to the

sale, as if the Purchased Assets had not been sold and remained in the possession or control of

the person having that possession or control immediately prior to the sale.

5. THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of

the Receiver's Certificate forthwith after delivery thereof.

6. THIS COURT ORDERS that, notwithstanding:

a) the pendency of these proceedings;

b) any applications for a bankruptcy order now or hereafter issued pursuant to the

Bankruptcy and Insolvency Act (Canada) in respect of Skyservice and any

bankruptcy order issued pursuant to any such applications; and

c) any assignment in bankruptcy made in respect of Skyservice;

the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on

any trustee in bankruptcy that may be appointed in respect of Skyservice and shall not be void or

voidable by creditors of Skyservice, nor shall it constitute nor be deemed to be a settlement,

fraudulent preference, assignment, fraudulent conveyance, transfer at undervalue, or other

reviewable transaction under the Bankruptcy and Insolvency Act (Canada) or any other

applicable federal or provincial legislation, nor shall it constitute oppressive or unfairly

prejudicial conduct pursuant to any applicable federal or provincial legislation.

7. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the

application of the Bulk Sales Act (Ontario).

8. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,

regulatory or administrative body having jurisdiction in Canada or in the United States to give

effect to this Order and to assist the Receiver and its agents in carrying out the terms of this

Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully

- 4 -

requested to make such orders and to provide such assistance to the Receiver, as an officer of this

Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver and

its agents in carrying out the terms of this Order.

____________________________________

Schedule A – Form of Receiver’s Certificate



COMMERCIAL LIST


B E T W E E N:


Applicant

- and –


Respondent

RECEIVER’S CERTIFICATE

RECITALS

A. Pursuant to an Order of the Honourable Justice Gans of the Ontario Superior Court of

Justice (the "Court") dated March 31, 2010, FTI Consulting Canada Inc. was appointed as the

receiver (the "Receiver") of the undertaking, property and assets of Skyservice Airlines Inc.

(“Skyservice”).

B. Pursuant to an Order of the Court dated October 29, 2010, the Court approved the

agreement of purchase and sale made as of September 30, 2010 (the "Sale Agreement"),

between the Receiver and Skyservice Investments Inc. (the “Purchaser”) and provided for the

vesting in the Purchaser of Skyservice’s right, title and interest in and to the Purchased Assets,

which vesting is to be effective with respect to the Purchased Assets upon the delivery by the

Receiver to the Purchaser of a certificate certifying the matters set out herein.

- 2 -

D. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in

the Sale Agreement.

THE RECEIVER CERTIFIES the following:

1. The Purchaser has paid and the Receiver has received the Purchase Price for the

Purchased Assets payable on the Closing Date pursuant to the Sale Agreement;

2. The conditions to Closing as set out in sections 4 and 5 of the Sale Agreement have been

satisfied or waived by the Receiver and/or the Purchaser, as applicable; and

3. The Transaction has been completed to the satisfaction of the Receiver.

4. This Certificate was delivered by the Receiver at ________ [TIME] on _______ [DATE].

FTI CONSULTING CANADA INC., in its capacity as court-appointed receiver of the undertaking, property and assets of Skyservice Airlines Inc., and not in its personal capacity

Per: Name:

Title:

SCHEDULE B - Permitted Encumbrances

All licenses of the Purchased Assets existing at the Closing Date.

All rights of third parties to use the Purchased Assets existing at the Closing Date.

IN TH

E MA

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F THE R

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LINES IN

C.

B E T W

E E N :

THO

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. - and -

SKY

SERV

ICE A

IRLIN

ES INC

. C

ourt File No. C

V-10-8647-00C

L

ON

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IO

SUPE

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OF JU

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Proceeding Com

menced at Toronto

A

PPRO

VA

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(Sale of Intellectual Property)

McC

arthy Tétrault L

LP

Suite 5300, P.O. B

ox 48 Toronto D

ominion B

ank Tower

Toronto ON

M5K

1E6 Jam

ey Gage LSU

C#: 34676I

Tel: (416) 601-7539 H

eather Meredith LSU

C#: 48354R

Tel: (416) 601-8342 Fax: (416) 868-0673 Law


anada Inc. #9722797

Court File No. __________CV-10-8647-00CL

ONTARIOSUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

THE HONOURABLE ______

JUSTICE________________MORAWETZ

)))

______DAYFRIDAY, THE____ 29th DAY

OF _____________, 20__OCTOBER, 2010

IN THE MATTER OF THE RECEIVERSHIP OFSKYSERVICE AIRLINES INC.

B E T W E E N:

PLAINTIFF

Plaintiff


Applicant

- and –

DEFENDANT

Defendant


Respondent

APPROVAL AND VESTING ORDER(Sale of Intellectual Property)

THIS MOTION, made by [RECEIVER'S NAME]FTI Consulting Canada Inc. in its

capacity as the Courtcourt-appointed receiver (the "Receiver") of the undertaking, property and

assets of [DEBTOR] (the "Debtor")assets, undertakings and properties of Skyservice Airlines

Inc. ("Skyservice") acquired for, or used in relation to a business carries on by Skyservice,

including all proceeds thereof, for an order (i) approving the sale transaction (the "Transaction")

contemplated by an agreement of purchase and sale (the "“Sale Agreement"”) between the

Receiver and [NAME OF PURCHASER]Skyservice Investments Inc. (the "“Purchaser"”) dated

[DATE]September 30, 2010 and appended to the Eighth Report of the Receiver dated

[DATE]October ●, 2010 (the "Eighth Report"),; and (ii) vesting in the Purchaser the

Debtor’Skyservice’s right, title and interest in and to the assets described in the Sale Agreement

(the "Purchased Assets"), was heard this day at 330 University Avenue, Toronto, Ontario.

ON READING the Eighth Report and on hearing the submissions of counsel for the

Receiver, [NAMES OF OTHER PARTIES APPEARING] and those other parties present, no

one appearing for any other person on the service list, although properly served as appears from

the affidavit of [NAME]● sworn [DATE]October ●, 2010, filed:

THIS COURT ORDERS that capitalized terms not otherwise defined in this Order shall 1.

have the meanings ascribed thereto in the Sale Agreement.

THIS COURT ORDERS AND DECLARES that the Transaction is hereby approved, and2.

the execution of the Sale Agreement by the Receiver is hereby authorized and approved, with

such minor amendments as the Receiver may deem necessary. The Receiver is hereby

authorized and directed to take such additional steps and execute such additional documents as

may be necessary or desirable for the completion of the Transaction and for the conveyance of

the Purchased Assets to the Purchaser.

2. THIS COURT ORDERS AND DECLARES that upon the delivery of a Receiver’s3.

certificate to the Purchaser substantially in the form attached as Schedule A hereto (the

"Receiver's Certificate"), all of the DebtorSkyservice's right, title and interest in and to the

Purchased Assets described in the Sale Agreement [and listed on Schedule B hereto] shall vest

absolutely in the Purchaser, free and clear of and from any and all security interests (whether

contractual, statutory, or otherwise), hypothecs, mortgages, trusts or deemed trusts (whether

contractual, statutory, or otherwise), liens, executions, levies, charges, or other financial or

monetary claims, whether or not they have attached or been perfected, registered or filed and

whether secured, unsecured or otherwise (collectively, the "Claims") including, without limiting

- 2 - 2

the generality of the foregoing: (i) any encumbrances or charges created by the Order of the

Honourable Justice [NAME]Gans dated [DATE]March 31, 2010; (ii) all charges, security

interests or claims evidenced by registrations pursuant to the Personal Property Security Act

(Ontario), the Uniform Commercial Code (U.S.) or any other personal property registry system;

and (iii) those Claims listed on Schedule C heretoany security lodged with the Canadian

Intellectual Property Office or pursuant to the Trade-marks Act (Canada) (all of which are

collectively referred to as the "Encumbrances", which term shall not include the permitted

encumbrances, easements and restrictive covenants listed on Schedule DB hereto) and, for

greater certainty, this Court orders that all of the Encumbrances affecting or relating to the

Purchased Assets are hereby expunged and discharged as against the Purchased Assets.

3. THIS COURT ORDERS that upon the registration in the Land Registry Office for the

[Registry Division of {LOCATION} of a Transfer/Deed of Land in the form prescribed by the

Land Registration Reform Act duly executed by the Receiver][Land Titles Division of

{LOCATION} of an Application for Vesting Order in the form prescribed by the Land Titles Act

and/or the Land Registration Reform Act], the Land Registrar is hereby directed to enter the

Purchaser as the owner of the subject real property identified in Schedule B hereto (the “Real

Property”) in fee simple, and is hereby directed to delete and expunge from title to the Real

Property all of the Claims listed in Schedule C hereto.

THIS COURT ORDERS that for the purposes of determining the nature and priority of4.

Claims, the net proceeds from the sale of the Purchased Assets shall stand in the place and stead

of the Purchased Assets, and that from and after the delivery of the Receiver's Certificate all

Claims and Encumbrances shall attach to the net proceeds from the sale of the Purchased Assets

with the same priority as they had with respect to the Purchased Assets immediately prior to the

sale, as if the Purchased Assets had not been sold and remained in the possession or control of

the person having that possession or control immediately prior to the sale.

THIS COURT ORDERS AND DIRECTS the Receiver to file with the Court a copy of5.

the Receiver's Certificate, forthwith after delivery thereof.

6. THIS COURT ORDERS that, pursuant to clause 7(3)(c) of the Canada Personal

Information Protection and Electronic Documents Act, the Receiver is authorized and permitted

- 2 - 3

to disclose and transfer to the Purchaser all human resources and payroll information in the

Company's records pertaining to the Debtor's past and current employees, including personal

information of those employees listed on Schedule "●" to the Sale Agreement. The Purchaser

shall maintain and protect the privacy of such information and shall be entitled to use the

personal information provided to it in a manner which is in all material respects identical to the

prior use of such information by the Debtor.

7. THIS COURT ORDERS that, notwithstanding:6.

(1) the pendency of these proceedings;a)

(2) any applications for a bankruptcy order now or hereafter issued pursuant tob)

the Bankruptcy and Insolvency Act (Canada) in respect of the DebtorSkyservice

and any bankruptcy order issued pursuant to any such applications; and

(3) any assignment in bankruptcy made in respect of the DebtorSkyservice;c)

the vesting of the Purchased Assets in the Purchaser pursuant to this Order shall be binding on

any trustee in bankruptcy that may be appointed in respect of the DebtorSkyservice and shall not

be void or voidable by creditors of the DebtorSkyservice, nor shall it constitute nor be deemed to

be a settlement, fraudulent preference, assignment, fraudulent conveyance, transfer at

undervalue, or other reviewable transaction under the Bankruptcy and Insolvency Act (Canada)

or any other applicable federal or provincial legislation, nor shall it constitute oppressive or

unfairly prejudicial conduct pursuant to any applicable federal or provincial legislation.

8. THIS COURT ORDERS AND DECLARES that the Transaction is exempt from the7.

application of the Bulk Sales Act (Ontario).

9. THIS COURT HEREBY REQUESTS the aid and recognition of any court, tribunal,8.

regulatory or administrative body having jurisdiction in Canada or in the United States to give

effect to this Order and to assist the Receiver and its agents in carrying out the terms of this

Order. All courts, tribunals, regulatory and administrative bodies are hereby respectfully

requested to make such orders and to provide such assistance to the Receiver, as an officer of

this Court, as may be necessary or desirable to give effect to this Order or to assist the Receiver

and its agents in carrying out the terms of this Order.

- 2 - 4

____________________________________

- 2 - 5

- 2 - 6

Schedule A – Form of Receiver’s Certificate

Court File No. __________CV-10-8647-00CL

ONTARIOSUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

IN THE MATTER OF THE RECEIVERSHIP OFSKYSERVICE AIRLINES INC.

B E T W E E N:

PLAINTIFF

Plaintiff


Applicant

- and –

DEFENDANT

Defendant


Respondent

RECEIVER’S CERTIFICATE

RECITALS

A. Pursuant to an Order of the Honourable [NAME OF JUDGE]Justice Gans of the Ontario

Superior Court of Justice (the "Court") dated [DATE OF ORDER], [NAME OF

RECEIVER]March 31, 2010, FTI Consulting Canada Inc. was appointed as the receiver (the

"Receiver") of the undertaking, property and assets of [DEBTOR] (the “DebtorSkyservice

Airlines Inc. (“Skyservice”).

B. Pursuant to an Order of the Court dated [DATE],October 29, 2010, the Court approved

the agreement of purchase and sale made as of [DATE OF AGREEMENT]September 30, 2010

- 2 -

(the "Sale Agreement"), between the Receiver [Debtor] and [NAME OF PURCHASER]and

Skyservice Investments Inc. (the "“Purchaser"”) and provided for the vesting in the Purchaser

of the DebtorSkyservice’s right, title and interest in and to the Purchased Assets, which vesting

is to be effective with respect to the Purchased Assets upon the delivery by the Receiver to the

Purchaser of a certificate confirming (i) the payment by the Purchaser of the Purchase Price for

the Purchased Assets; (ii) that the conditions to Closing as set out in section ● of the Sale

Agreement have been satisfied or waived by the Receiver and the Purchaser; and (iii) the

Transaction has been completed to the satisfaction of the Receivercertifying the matters set out

herein.

CD. Unless otherwise indicated herein, terms with initial capitals have the meanings set out in

the Sale Agreement.

THE RECEIVER CERTIFIES the following:

1. The Purchaser has paid and the Receiver has received the Purchase Price for the

Purchased Assets payable on the Closing Date pursuant to the Sale Agreement;

2. The conditions to Closing as set out in section ●sections 4 and 5 of the Sale Agreement

have been satisfied or waived by the Receiver and/or the Purchaser, as applicable; and

3. The Transaction has been completed to the satisfaction of the Receiver.

4. This Certificate was delivered by the Receiver at ________ [TIME] on _______ [DATE].

[NAME OF RECEIVER]FTI CONSULTING CANADA INC., in its capacity asReceivercourt-appointed receiver of theundertaking, property and assets of[DEBTOR]Skyservice Airlines Inc., and notin its personal capacity

Per:Name:Title:

- 2 -

SCHEDULE B - Permitted Encumbrances

Schedule B –

All licenses of the Purchased Assets existing at the Closing Date.

All rights of third parties to use the Purchased Assets existing at the Closing Date.

Schedule C – C

laims to be deleted and expunged from

title to Real Property

THO

MA

S CO

OK

CA

NA

DA

INC

.- and -

SKY

SERV

ICE A

IRLIN

ES INC

.C

ourt File No. C

V-10-8647-00C

L

ON

TAR

IOSU

PER

IOR

CO

UR

T O

F JUST

ICE

CO

MM

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CIA

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Proceeding Com

menced at Toronto

APPR

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AN

D V

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R(Sale of Intellectual Property)

McC

arthy T

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LP

Suite 5300,

P.O.

Box

48Toronto

Dom

inion B

ank Tow

erToronto

ON

M5K

1E6

Jamey

Gage

LSU

C#:

34676I

Tel:

(416) 601-7539

Heather

Meredith

LSU

C#:

48354R

Tel:

(416) 601-8342

Fax:

(416) 868-0673

Lawyers for FTI C

onsulting Canada Inc.

#9722797

IN TH

E MA

TTER O

F THE R

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ERSH

IP OF SK

YSER

VIC

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LINES IN

C.

B E T W

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Schedule D – Perm

itted Encum

brances, Easem

ents and Restrictive C

ovenantsrelated to the R

eal Property

(unaffected by the Vesting O

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Document comparison by Workshare Professional on Wednesday, October 20, 20103:53:38 PMInput:

Document 1 ID PowerDocs://DOCS/9692080/1

Description DOCS-#9692080-v1-Skyservice_Order_Approving_Hangar_Sale

Document 2 ID PowerDocs://DOCS/9722797/2

Description DOCS-#9722797-v2-Skyservice_-_Order_Approving_IP_Sale

Rendering set MTStandard

Legend:

Insertion Deletion Moved from Moved to Style changeFormat changeMoved deletion Inserted cellDeleted cellMoved cellSplit/Merged cellPadding cell

Statistics:

CountInsertions 89Deletions 73Moved from 0Moved to 0Style change 0Format changed 0Total changes 162

IN TH

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IP OF SK

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VIC

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LINES IN

C.

B E T W

E E N :

THO

MA

S CO

OK

CA

NA

DA

INC

. - and -

SKY

SERV

ICE A

IRLIN

ES INC

. C

ourt File No. C

V-10-8647-00C

L

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OF JU

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Proceeding Com

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M

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(R

eturnable October 29, 2010)

McC

arthy Tétrault L

LP

Suite 5300, P.O. B

ox 48 Toronto D

ominion B

ank Tower

Toronto ON

M5K

1E6 Jam

ey Gage LSU

C#: 34676I

Tel: (416) 601-7539 E-m

ail: jgage@m

ccarthy.ca H

eather Meredith LSU

C#: 48354R

Tel: (416) 601-8342 E-m

ail: hmeredith@

mccarthy.ca

Ryan Stabile LSU

C#: 55387H

Tel: (416) 601-8335 E-m

ail: rstabile@m

ccarthy.ca Fax: (416) 868-0673 Law


anada Inc. #9717324